New 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 launching of a new Bond Exchange Offer on revised terms (the "Exchange") following the successful conclusion of the first Bond Exchange Offer, as publicly announced on April 11, 2024.

The Exchange is directed to the remaining 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 10.300% Notes due on 27 January 2024 (XS2108546651)
• GBP 10.375% Notes due on 27 January 2024 (XS2108546578)

to offer to exchange (the "Exchange Offer") such Outstanding Notes into the following new notes issued by the Company (the "New Notes"):

• Euro 14.625% Notes due on 21 May 2026 (the "New EUR Notes")
• USD 14.800% Notes due on 21 May 2026 (the "New USD Notes")
• GBP 14.875% Notes due on 21 May 2026 (the "New GBP Notes")

The Exchange Offer is subject to the offer and distribution restrictions set out below.

The Exchange Offer will be open to Noteholders until 17:00 CET on May 14, 2024.

Settlement of the Exchange Offer is expected to take place on or before May 24, 2024.

The Exchange has been launched following confirmation that a significant number of Noteholders were unable to participate in the first Bond Exchange Offer, announced on January 25, 2024, due to difficulties being faced by their chosen investment platform at the time, and the deadline for completion of that Bond Exchange Offer having subsequently elapsed.

The Noteholders, by way of the Exchange Offer, are given the opportunity to exchange the Outstanding Notes for New notes issued by the Company on revised terms in respect of the Bond Exchange first announced on January 25, 2024.

Zenith has again 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.

Before making a decision on whether to exchange Existing Notes for New Notes, Noteholders should carefully consider all of the information contained in, and incorporated by reference into, the EMTN Base Prospectus dated 16 March 2023, as supplemented from time to time if necessary. They should seek advice from any tax, accounting, financial and legal advisers they may deem necessary. The EMTN Base Prospectus and its supplements are available on the website of Zenith (https://www.zenithenergy.ca/investors/bonds-credit-ratings/)

Noteholders are advised to check with any bank, securities broker, or other intermediary through which they hold Existing 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 Offer before the deadlines specified above.

The technical instructions to participate in the Exchange Offer can be found within the Exchange Offer Document which can be obtained from the contacts listed below.

The Company is fully available to answer any questions and requests for assistance in connection with the Exchange Offer.

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.