ZENITH ENERGY LTD. February 13, 2024 ZENITH ENERGY LTD. ("Zenith" or the "Company") Completion of financing with institutional supportZenith Energy Ltd. ("Zenith" or the "Company") (LSE: ZEN; OSE: ZENA; OTCQB: ZENAF), the listed international energy production and development company with a focus on opportunities inCentral Asia and theUSA , is pleased to announce that it has completed private placement in theUnited Kingdom (the "UK Financing"), and inNorway (the "Norwegian Financing", collectively, the "Financings"). The Financings have attracted the participation of existing institutional investors, includingPremier Miton Investors , as well two Directors, Mr.Andrea Cattaneo and Mr.Luca Benedetto , respectively the Chief Executive Officer and Chief Financial Officer of the Company, to raise an aggregate total amount of approximately £1,260,000 (equivalent to approx.16,814,000 NOK andUS$1,590,000 ), resulting in the issuance of a total of 37,856,250 new common shares. Issue Price The Financings were completed at price of £0.03 (3 pence ) for theUK Financing andNOK 0.42 for the Norwegian Financing, representing a premium in respect of the closing price of the Company's equity securities on both theLondon Stock Exchange and Euronext Growth Oslo onFebruary 12, 2024 . Use of Proceeds The proceeds of the Financings will be used to fund the Company's publicly announced acquisition campaign in the US, to provide additional funding for Zenith's existing production and development portfolio inItaly , as well as for general working capital purposes. Norwegian Financing Zenith has issued a total of 29,556,250 common shares of no-par value in the capital of the Company in connection with the Norwegian Financing (the "Norwegian Financing Common Shares") to raise gross proceeds of12,373,600 NOK (approximately £927,000). An application for the Norwegian Financing Common Shares to be listed on the standard segment of the FCA Official List and to be admitted for trading on the London Stock Exchange Main Market for listed securities (the "Norwegian Financing Admission") will be made within 12 months of the issue of the Norwegian Financing Common Shares.UK Financing Zenith has issued a total of 8,300,000 common shares of no-par value in the capital of the Company in connection with theUK Financing (the "UK Financing Common Shares") to raise gross proceeds of £249,000 (approximately3,324,000 NOK ). An application for theUK Financing Common Shares to be listed on the standard segment of the FCA Official List and to be admitted for trading on theLondon Stock Exchange Main Market for listed securities (the "UK Financing Admission") will be made. It is expected that theUK Financing Admission will become effective and that unconditional dealings in theUK Financing Common Shares will commence on or around8.00 a.m. (BST) on approximatelyFebruary 22, 2024 . Debt Settlement The Company has allotted 2,658,914 Common Shares ("Debt Settlement Shares") to certain service providers in lieu of cash settlement for services provided to Zenith for a total value of1,116,400 NOK (approximately £84,000). The Debt Settlement Shares will rank pari passu in all respects with the existing common shares of the Company. An application for the Debt Settlement Shares to be listed on the standard segment of the FCA Official List and to be admitted for trading on theLondon Stock Exchange Main Market for listed securities (the "Debt Settlement Admission") will be made within 12 months of the issue of the Debt Settlement Shares. Director Dealing/ PDMR Shareholding Mr.Andrea Cattaneo , Chief Executive Officer & President of Zenith, has participated in the Norwegian Financing by subscribing for 7,712,946 common shares of no-par value in the capital of the Company. Upon the Norwegian Financing Admission,Mr. Cattaneo will be directly beneficially interested in a total of 24,429,337 common shares in the capital of the Company, representing 9.00% percent of the total issued and outstanding common share capital of the Company admitted to trading on the Euronext GrowthOslo . Mr.Luca Benedetto , Chief Financial Officer of Zenith, also participated in the Norwegian Financing by subscribing for 921,983 common shares of no-par value in the capital of the Company. Upon the Norwegian Financing Admission,Mr. Benedetto will be directly beneficially interested in a total of 3,694,655 common shares in the capital of the Company, representing 1.36% percent of the total issued and outstanding common share capital of the Company. Total Voting Rights The Company wishes to announce, in accordance with theFinancial Conduct Authority's Disclosure Guidance and Transparency Rules and section 3.10 of the Euronext Growth Oslo Rule Book Part II, the following information resulting from Admission of theUK Financing Common Shares, the Norwegian Financing Common Shares, and the Debt Settlement Shares. Class of share Total number of shares Number of voting rights per share Total number of voting rights per class of share Common Shares in issue and admitted to trading on the Main Market of theLondon Stock Exchange on Admission . 201,437,074 1 201,437,074 Common Shares in issue and admitted to trading on the Euronext Growth Market of the Oslo Børs, representing the newly enlarged outstanding share capital of the Company. 271,545,401 1 271,545,401Luca Benedetto , Chief Financial Officer, commented: "We are pleased to have attracted the continued support of institutional shareholders, includingPremier Miton Investors , a long-standing investor in Zenith. The Company is at a key juncture in its development as it vigorously pursues the three publicly announced arbitrations against theRepublic of Tunisia and ETAP for a total cumulative claimed amount of approx.US$140 million , its legal case against SMP Energies in the Paris Commercial Court, as well as its acquisition of revenue generating energy production assets inItaly and the US. In addition, we are advancing the recently announced conditional acquisition ofDevonian Petroleum Limited , with the planned transportation of the Company's fully owned drilling rig and ancillary equipment to theRepublic of Kazakhstan , which we are seeking to fund by way of debt financing. The Board believes that there are significant opportunities for shareholder value creation during 2024." Further Information:Zenith Energy Ltd Andrea Cattaneo , Chief Executive Officer Tel: +1 (587) 315 1279 E: info@zenithenergy.caAllenby Capital Limited - Financial AdviserNick Harriss Daniel Dearden-Williams Tel: + 44 (0) 203 328 5656 Notes to Editors:Zenith Energy Ltd. is a revenue generating, independent energy company with energy production, exploration and development assets inNorth Africa , the US andEurope . The Company is listed on the London Stock Exchange Main Market (LSE: ZEN), the Euronext Growth of theOslo Stock Exchange (OSE: ZENA) and the Venture Market of the OTCQB (OTCQB: ZENAF). Zenith's strategic focus is on pursuing development opportunities through the development of proven revenue generating energy production assets, as well as low-risk exploration activities in assets with existing production. For more information, please visit: www.zenithenergy.ca Twitter: @zenithenergyltd LinkedIn: https://bit.ly/3A5PRJb Market Abuse Regulation (MAR) Disclosure The information included in this announcement is defined as inside information pursuant to MAR article 7 and is publicly disclosed in accordance with MAR article 17 and section 5 -12 of the Norwegian Securities Trading Act. The announcement is made by the contact person. NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM 1 Details of the person discharging managerial responsibilities / person closely associated a)Name Andrea Cattaneo 2 Reason for the notification a) Position/status Chief Executive Officer & President b) Initial notification/Amendment Initial Notification 3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor a)Name Zenith Energy Ltd. b) LEI 213800AYTYOYD61S4569 4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted a) Description of the financial instrument, type of instrument Common Shares of No Par Value Identification code CA98936C8584 b) Nature of the transaction Subscription for Common Shares c) Price(s) and volumes(s) Price(s) Volume(s)NOK 0.42 7,712,946 d) Date of the transaction(s)February 13, 2024 e) Place of the transaction Off Market 1 Details of the person discharging managerial responsibilities / person closely associated a)Name Luca Benedetto 2 Reason for the notification a) Position/status Chief Financial Officer b) Initial notification/Amendment Initial Notification 3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor a)Name Zenith Energy Ltd. b) LEI 213800AYTYOYD61S4569 4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted a) Description of the financial instrument, type of instrument Common Shares of No Par Value Identification code CA98936C8584 b) Nature of the transaction Subscription for Common Shares c) Price(s) and volumes(s) Price(s) Volume(s)NOK 0.42 3,694,655 d) Date of the transaction(s)February 13, 2024 e) Place of the transaction Off Market
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