Positive support for 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, is pleased to provide an update on the Bond Exchange Offer (the "Exchange") first announced on January 25, 2024.

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 received indications that a significant majority of Noteholders have elected to accept the Exchange.

As a result, the Company is working closely with The Bank of New York Mellon ("BNYM"), the appointed Exchange Agent, to liaise with the clearing systems and manage the implementation of the Exchange.

In view of the increasing positive response to the Exchange and the time required for its implementation, the Company has decided to newly extend the deadline for completion of the Exchange until March 18, 2024, with settlement of the New Notes to those Noteholders who have elected to accept the Exchange expected to take place on or around March 26, 2024.

Noteholders interested in the Exchange 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. The Company does not plan to make any additional extensions to the Exchange timeline.

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.