Successful Conclusion of Bond Exchange Offer

Zenith Energy Ltd. ("Zenith" or the "Company") (LSE: ZEN; OSE: ZENA; OTCQB: ZENAF), the listed international energy production and development company, is pleased to announce the successful conclusion of the Bond Exchange Offer (the "Exchange") first announced on January 25, 2024.

The Exchange was directed to noteholders (the "Noteholders") of the following unsecured debt instruments that matured 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 Noteholders, by way of the Exchange, were offered the opportunity to exchange the Outstanding Notes for new notes (the "New Notes") issued by the Company on improved terms at a ratio of 1:1.

As announced on March 1, 2024, Zenith 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.

At the request of BNYM, it was decided to amend the ISIN numbers for the New Notes originally proposed in the announcement dated January 25, 2024, as well as extending the maturity date, to the following:

• Euro 14.625% Notes due on 26 March 2026 (XS2796492572)
• USD 14.800% Notes due on 26 March 2026 (XS2796492655)
• GBP 14.875% Notes due on 26 March 2026 (XS2796492812)

The Company is pleased to confirm that the Exchange has now been implemented, and the New Notes have settled in the accounts of the Noteholders who have accepted the terms of the Exchange.

Further, the Company can also confirm that accrued interest has been paid in full to the Noteholders of the New Notes.

Zenith has received information confirming that a significant number of Noteholders were unable to participate in the Exchange due to difficulties being faced by their chosen investment platform and the deadline for completion of the Exchange having now elapsed.

The Company will seek to engage proactively with these Noteholders, in consultation with the Exchange Agent, its legal advisors and the relevant intermediaries, to enable an exchange of the Outstanding Notes to New Notes on terms to be defined.

Summary of the Exchange as of April 11, 2024

Total amount exchanged: USD 3,910,000.

Total amount exchanged: GBP391,000.

Total amount exchanged: EUR 1,542,000.

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. A Noteholder who is unable to make these representations will not be accepted for the purposes of the Exchange.