Subscription and guarantee commitments

Zenith announces subscription intentions and guarantee commitments totaling approximately SEK 16.3 million in the ongoing offering of Swedish Depository Receipts

Zenith Energy Ltd. ("Zenith" or the "Company") (LSE: ZEN; OSE: ZENA) announces that the Company has received so-called top-down guarantee commitments from external investors (the "Top-down Guarantee") and subscription intentions from members of the Company's Board and management (the "Subscription Intentions"), totaling approximately SEK 16.3 million. Commitments under the Top-down Guarantee, along with the Subscription Intentions, are provided within the framework of the Company's ongoing issue of Swedish Depository Receipts ("SDRs") (the "Offering") in connection with the planned listing on Spotlight Stock Market ("Spotlight"). The commitments under the Top-down Guarantee amount to approximately SEK 13.0 million, corresponding to approximately 52.2 percent of the Offering. The Subscription Intentions of approximately SEK 3.3 million, corresponding to approximately 13.0 percent of the Offering, have been indicated by Andrea Cattaneo, CEO and member of the Board of Directors (the "Board"), and Luca Benedetto, CFO and member of the Board. Subscriptions pursuant to the Subscription Intentions would correspond to their respective pro rata shares and would enable them to maintain their existing percentage shareholdings in the Company in the event of full subscription of the Offering.

"We are pleased to witness the strong commitment from new investors, demonstrated by their participation in the ongoing Offering in connection with our Swedish listing. We strongly believe the listing represents an important milestone that will broaden our investor base and strengthen our access to the Nordic capital markets," commented Andrea Cattaneo, CEO of Zenith Energy Ltd.

On September 8, 2025, Zenith announced the Offering of a maximum of 55,555,556 SDRs to the general public in Sweden and to institutional investors in Sweden and internationally to further broaden the shareholder base. The Offering is covered by Subscription Intentions and guarantee commitments to a total amount of approximately SEK 16.3 million, corresponding to approximately 65.2 percent of the Offering.

The Subscription Intentions amount to approximately SEK 3.3 million, corresponding to approximately 13.0 percent of the Offering, and have been indicated by Andrea Cattaneo, CEO, and Luca Benedetto, CFO, both members of the Board. The Top-down Guarantee amounts to approximately SEK 13.0 million, corresponding to approximately 52.2 percent of the Offering, and has been provided by external investors. The guarantee commitments under the Top-down Guarantee will be forfeited if the Offering is subscribed to 100 percent or more. The commitments under the Top-down Guarantee are applied on top of the actual subscription level and are intended to cover any subscription shortfall in the Offering, up to the total amount of the Top-down Guarantee, in the event that the Offering is not fully subscribed. Neither any subscriptions pursuant to the Subscription Intentions, nor the Top-down Guarantee, are or will be secured by bank guarantees, restricted funds, pledging or similar arrangements and the Subscription Intentions are not binding.

For the Top-down Guarantee, a guarantee compensation of twelve point five (12.5) percent of the guaranteed amount will be paid in cash. The compensation has been determined by the Board through negotiations at arm's length with the guarantors and is considered to reflect prevailing market conditions. No compensation will be paid in respect of any subscriptions made pursuant to the Subscription Intentions.

The Offering in brief

• The subscription price in the Offering has been set 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 commenced 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.
• The Offering is covered by Subscription Intentions and guarantee commitments corresponding to approximately 65.2 percent of the Offering.

Memorandum

For complete terms and conditions of the Offering and other information about the Company, please refer to the memorandum that the Company published on September 8, 2025, which 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.

Preliminary timetable

September 9 - September 23, 2025: Subscription period

September 24, 2025: Publication of the outcome

September 30, 2025: Settlement date

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

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 Offering. Eminova Fondkommission AB acts as the issue agent.

Information to distributors