Listing on Spotlight Stock Market in Sweden

Zenith Energy Ltd. ("Zenith" or the "Company") (LSE: ZEN; OSE: ZENA), the listed international energy production and development company, has applied for and received conditional approval for admission to trading (the "Listing") of the Company's Swedish Depositary Receipts ("SDRs") on Spotlight Stock Market ("Spotlight"). In connection with the Listing, the Company intends to carry out an issue of SDRs to the general public in Sweden and to institutional investors in Sweden and internationally of approximately SEK 25 million, to further broaden the shareholder base (the "Offering"). The subscription price in the Offering has been set to SEK 0.45 per SDR. As part of the planned Listing, the Company has prepared and published a memorandum (the "Memorandum"). The subscription period for participation in the Offering runs from September 9, 2025, to September 23 2025, and the expected first day of trading in the Company's SDRs on Spotlight is October 10 2025. The SDRs will be traded under ticker ZENA SDR with ISIN-code SE0025938210.

The Company has applied for admission to trading of the Company's SDRs on Spotlight. The Company has received conditional approval for admission to trading on Spotlight. The approval is conditional on the requirement regarding the number of shareholders for the Company's SDRs being met.

Memorandum

The Memorandum includes, but is not limited to, information about the Company's operations, market, financial position, risks and information about the board, management and corporate governance. The Memorandum is available on the Company's website, www. zenithenergy.ca, Spotlight's website, www.spotlightstockmarket.com, and on Eminova Fondkommission AB's website, www.eminova.se. A subscription form will be made available on the websites of the Company and Eminova Fondkommission AB at the commencement of the subscription period.

Background and motive

Zenith is focused on near-term cash flow and long-term scalable growth across natural gas and solar energy. The Company operates gas-to-power and royalty-based production assets in Italy and the United States, generating stable revenue with low operational risk.

A core strategic priority is the expansion of the Company's solar energy portfolio in Italy through its wholly owned subsidiary WESOLAR S.R.L., where supportive regulation and high electricity prices enable attractive project economics.

Zenith is engaged in international arbitration proceedings against the Republic of Tunisia regarding its energy production portfolio in Tunisia. While the timing and outcome of the arbitration proceedings remains uncertain, a favourable award could represent a material financial upside and provide additional capacity for growth investments.

Through the Offering and the subsequent listing on Spotlight, Zenith aims to strengthen its presence in the Swedish market. Sweden offers a dynamic and growing base of engaged retail investors, where the Company is already visible. The listing is expected to increase awareness, broaden the shareholder base, and support Zenith's continued growth - both in terms of operations and investor engagement.

Use of funds from the Offering

Proceeds from the Offering will primarily be used to support the execution and acceleration of the Company's strategic initiatives, including:

• Development and expansion of solar energy projects in Italy;
• Strengthening working capital and supporting potential acquisitions or project scale-up.

The Offering in brief

• The subscription price in the Offering amounts to SEK 0.45 per SDR. This corresponds to a pre-money valuation of the Company of approximately SEK 226.8 million.
• The Offering comprises a maximum of 55,555,556 SDRs representing 55,555,556 new shares, equivalent to approximately SEK 25 million before issue costs of approximately SEK 1.7 million at full subscription.
• The minimum subscription entry is 4,500 SDRs, corresponding to SEK 2,025. However, any number of additional SDRs may be applied for.
• The subscription period commences on September 9 2025 and ends on September 23 2025.
• Trading in Zenith's SDRs on Spotlight is expected to commence on October 10 2025.
• Through the Offering, the number of represented shares may increase by a maximum of 55,555,556.

Preliminary timetable

September 9 - September 23 2025: Subscription period

September 24 2025: Publication of outcome

September 30 2025: Settlement date

October 10 2025: Expected first day of trading in the Company's SDRs

Share Capital, SDRs and dilution

Subject to full subscription in the Offering, the share capital in the Company will increase by approximately CAD 3,412,510 from CAD 87,490,000 to approximately CAD 90,902,510 and the represented number of outstanding shares will increase by 55,555,556 newly issued shares from 503,985,620 to 559,541,176, resulting in a dilution of approximately 9.9 percent.

All values relating to the share capital increase in CAD are preliminary and based on the CAD/SEK exchange rate of SEK 6.81683 as published by the Riksbank on September 5 2025.

Advisors

Eminova Partners Corporate Finance AB acts as financial advisor and Advokatfirman Schjødt acts as legal advisor as to Swedish law and McCarthy Tétrault LLP acts as legal advisor as to Canadian law in connection with the Listing. Eminova Fondkommission AB acts as the issue agent.

Information to distributors