Completion of Private Placement

Zenith Energy Ltd. ("Zenith" or the "Company") (LSE: ZEN; OSE: ZENA; PINK MARKET: ZENAF), the listed international energy production and development company, is pleased to announce that it has completed a private placement in the United Kingdom (the "UK Financing") and in Norway (the "Norwegian Financing").

The UK Financing and Norwegian Financing have attracted the participation of new and existing investors to raise an aggregate total amount of approximately £2,257,000 (equivalent to approx. NOK 31,000,000), resulting in the issuance of a total of 15,953,508 new common shares ("New Common Shares").

Norwegian Financing

Zenith has issued a total of 14,574,198 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 of NOK 28,201,000 (approximately £2,057,000).

An application for the Norwegian Financing Common Shares to be listed on the Equity Shares (Transition) category of the Official List and to trading on the London Stock Exchange's Main Market for listed securities will be made within 12 months of the issue of the Norwegian Financing Common Shares.

UK Financing

Zenith has issued a total of 1,379,310 common shares of no-par value in the capital of the Company in connection with the UK Financing (the "UK Financing Common Shares") to raise gross proceeds of £200,000 (approximately NOK 2,799,000).

It is expected that admission of the UK Financing Common Shares will become effective and that unconditional dealings in the UK Financing Common Shares will commence on or around 8.00 a.m. (BST) on June 6, 2025.

Issue Price

The Norwegian Financing was completed at price of NOK 1.9350 per Norwegian Financing Common Shares, representing a 10 per cent. discount in respect of the closing price of the Company's equity securities on the Euronext Growth Oslo on May 28, 2025.

The UK Financing was completed at a price of £0.1450, representing a 6.47 per cent. discount in respect of the closing price of the Company's equity securities on the London Stock Exchange Main Market on May 28, 2025.

Use of Proceeds

The proceeds of the UK Financing and Norwegian Financing will be used to provide additional funding for the acquisition of near-term electricity production assets currently being evaluated by the Company.

Total Voting Rights

The Company wishes to announce the following information, in accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules and section 3.10 and 3.11.5 (3) of the Euronext Growth Oslo Rule Book Part II, resulting from the issuance of the Norwegian Financing Common Shares and the UK Financing Common Shares.

Andrea Cattaneo, Chief Executive Officer, commented:

"We are very pleased with the strong performance of our share price. This has enabled the successful completion of financings in both the UK and Norway at only a modest discount to market.

Zenith is now fully funded until the expected publication of the outcome of the ICC-2 Arbitration, with the funding being strategically directed towards the Company's objective of building a 20 MWp solar energy portfolio by the end of 2025.

Our continued focus on acquiring revenue-generating energy production assets is expected to progressively diminish our reliance on equity financing, as well strengthening our balance sheet and enhancing long-term shareholder value."