Update on Bond Exchange Offer

Zenith 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 in Central Asia, Europe, and the USA, provides an update on the Bond Exchange Offer (the "Exchange") announced on January 25, 2024.

By way of background, the Exchange is directed to noteholders (the "Noteholders") of the following unsecured debt instruments that came to maturity on January 27, 2024 (collectively, the "Outstanding Notes"):

• Euro 10.125% Notes due on 27 January 2024 (XS2108546735)
• USD 10.125% Notes due on 27 January 2024 (XS2108546651)
• GBP 10.125% Notes due on 27 January 2024 (XS2108546578)

The Exchange constitutes an offer to exchange the Outstanding Notes for new notes (the "New Notes") issued by the Company on the following improved terms at a ratio of 1:1:

• Euro 14.625% Notes due on 2 January 2026 (XS2736390472)
• USD 14.800% Notes due on 2 January 2026 (XS2736390712)
• GBP 14.875% Notes due on 2 January 2026 (XS2736390985)

The Company is pleased to confirm that it has now appointed The Bank of New York Mellon ("BNYM") as Exchange Agent to coordinate the distribution of the Exchange, specifically to liaise with the clearing systems and manage the implementation of the Exchange.

Following the appointment of BNYM, and in consideration of the time necessary to action the Exchange in terms of processing the instructions of Noteholders wishing to accept the Exchange, the Company has decided to extend the deadline for completion of Exchange until March 8, 2024, with settlement of the New Notes to thosNoteholders who have elected to accept the Exchange expected to take place on or around March 15, 2024.

The Exchange has already attracted strong support and it is the Company's expectation that a significant proportion of Noteholders will elect to accept the Exchange.

Noteholders are advised to check with any bank, securities broker, custodian, or other intermediary through which they hold the Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange before the expiry of the deadlines specified above.

Further updates will be provided upon the conclusion of the Exchange.

CHF 10.00% Notes due on January 27, 2024

Zenith is pleased to confirm that the 10.00% Notes due on January 27, 2024 (ISIN XS2108546818) have been repaid in full upon maturity.

The technical instructions to complete the Exchange are set out within the Exchange Offer documentation which can be obtained from the contacts hereunder. The Company is fully available to answer any questions and requests for assistance in connection with the Exchange.

Offer and Distribution Restrictions

United States

United Kingdom

France

Italy

General

In addition to the representations referred to above in respect of the United States, each Noteholder participating in the Exchange will also be deemed to give certain representations in respect of the other jurisdictions referred to above. Any offer of Existing Notes for exchange pursuant to each Exchange from a Noteholder that is unable to make these representations will not be accepted.