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Exercise of Warrants & Notice of AGM

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Zenith Energy Ltd. announced that certain investors, including two Executive Directors, exercised warrants, raising approximately US$1,886,000 through the issuance of 80,497,187 new common shares at NOK 0.29 per share, with proceeds designated for the company's solar power development strategy. Following this, the CEO and President, Andrea Cattaneo, will hold 7.60% of the company's shares, and the CFO, Luca Benedetto, will hold 2.38%, with the total issued shares reaching 860,035,333 upon admission on or before November 10, 2026. The company also confirmed its Annual General and Special Meeting will be held on December 9, 2026.

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Zenith Energy Ltd. ("Zenith" or the "Company") (LSE: ZEN; OSE: ZENA; XSAT: ZENA SDR), the listed international energy production and development company, is pleased to announce that certain investors, including two Executive Directors of the Company, have exercised warrants to acquire new common shares in the capital of the Company (the "Warrant Exercise").

The warrant exercise has raised an aggregate total amount of approximately US$ 1,886,000 (equivalent to approx. NOK 23,344,000 or GBP 1,886,000), resulting in the issuance of a total of 80,497,187 new common shares ("Warrant Shares ").

The warrant exercise price, as detailed in the regulatory news announcement dated October 28, 2024, is NOK 0.29 per Warrant Share.

The Warrant Shares, and will rank pari-passu in all respects with the existing common shares of the Company.

The proceeds from the Warrant Shares will be used to progress the Company's solar power development strategy.

The Warrant Shares are expected to be admitted on or before 10 November 2026 ("Admission").

Director Dealing/ PDMR Shareholding

  • Andrea Cattaneo, Chief Executive Officer & President of Zenith, has participated in the Warrant Exercise by subscribing for 7,119,410 New Common Shares of no-par value in the capital of the Company.

Upon Admission, Mr. Cattaneo will be directly beneficially interested in a total of 65,347,819 common shares in the capital of the Company, representing 7.60% percent of the total issued and outstanding common share capital of the Company admitted to trading on the Euronext Growth Oslo.

  • Luca Benedetto, Chief Financial Officer of Zenith, has participated in the Warrant Exercise by subscribing for 3,122.949 New Common Shares of no-par value in the capital of the Company.

Upon Admission, Mr. Benedetto will be directly beneficially interested in a total of 20,439,239 common shares in the capital of the Company, representing 2,38% percent of the total issued and outstanding common share capital of the Company.

Total Voting Rights

Following Admission, the Company will have 860,035,333 Common Shares in issue, each carrying one voting right. The Company does not hold any Common Shares in treasury. As a result, the total number of voting rights in the Company will be 860,035,333.

This figure may be used by shareholders as the denominator for the calculations by which they determine whether they are required to notify an interest in, or a change to an interest in, the Company pursuant to sections 3.10 and 3.11.5(3) of Part II of the Euronext Growth Oslo Rule Book.

Notice of AGM

As previously communicated in the Company's financial calendar published via regulatory news, the Company is pleased to confirm that the Annual General and Special Meeting (the "AGM") of shareholders will be held at the offices of McCarthy Tétrault LLP, Suite 4000, 421 - 7th Avenue SW, Calgary, AB T2P 4K9, on Wednesday, December 9, 2026, at 12:00 p.m. (MT).

The AGM will consider the matters set out in the Notice of Meeting, including receipt of the Company's financial statements and auditors' reports, the election of directors, the appointment of auditors and the reapproval of the Company's Stock Option Plan.

The Information Circular, Notice of Meeting and applicable Forms of Proxy are available for download on the Company's website at www.zenithenergy.ca.

Andrea Cattaneo, Chief Executive Officer & President of Zenith, commented:

"I am extremely confident in the progress Zenith has made. The fact that Mr Benedetto and I, together with other investors, have exercised warrants issued in 2024 demonstrates clear conviction in the Company and in the important stage we are entering over the coming months.

"Management's increased shareholding compared with the figures disclosed at the time of the last capital raise reflects our confidence in Zenith as we pursue our objectives on several fronts, including our publicly announced arbitrations against the Republic of Tunisia, our solar energy strategy and our uranium exploration investments through Reveille Resources. Management intends to increase its shareholding whenever it is able to do so in accordance with applicable rules."

a)NameAndrea Cattaneo
2Reason for the notification
a)Position/statusChief Executive Officer & President
b)Initial notification/AmendmentInitial Notification
a)NameZenith Energy Ltd.
b)LEI213800AYTYOYD61S4569
a)Description of the financial instrument, type of instrumentExercise of Warrants
Identification codeCA98936C8584
b)Nature of the transactionSubscription for Common Shares
c)Price(s) and volumes(s)Price(s) NOK 0.29Volume(s) 7,199,410
d)Aggregated information
Aggregated volume
Aggregated price
e)Date of the transaction(s)October 28, 2026
f)Place of the transactionOff Market
1Details of the person discharging managerial responsibilities / person closely associated
a)NameLuca Benedetto
2Reason for the notification
a)Position/statusChief Financial Officer & Executive Director
b)Initial notification/AmendmentInitial Notification
a)NameZenith Energy Ltd.
b)LEI213800AYTYOYD61S4569
a)Description of the financial instrument, type of instrumentExercise of Warrants
Identification codeCA98936C8584
b)Nature of the transactionSubscription for Common Shares
c)Price(s) and volumes(s)Price(s) NOK 0.29Volume(s) 3,122,949
d)Aggregated information
Aggregated volume
Aggregated price
e)Date of the transaction(s)October 28, 2026
f)Place of the transactionOff Market

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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