February 3, 2025

ZENITH ENERGY LTD.

("Zenith" or the "Company")

Completion of Private Placement and Debt Settlement

Zenith Energy Ltd. ("Zenith" or the "Company") (LSE: ZEN; OSE: ZENA; OTC PINK: ZENAF), the listed international energy production and development company, is pleased to announce that it has completed a private placement in Norway (the "Placement") and a Debt Settlement (the "Debt Settlement").

The Placement has attracted the participation of existing investors, as well three Directors, Mr. Andrea Cattaneo, Mr. Luca Benedetto and Mr. Sergey Borovskiy, respectively the Chief Executive Officer, Chief Financial Officer and a Non-Executive Director of the Company, to raise an aggregate total amount of approximately £2,888,000 (equivalent to approx. NOK 40,624,000 or USD 3,580,000), resulting in the issuance of a total of 30,316,359 new common shares ("New Common Shares").

An application for the New 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 New Common Shares.

Issue Price

The Placement was completed at a price of NOK 1.34 per New Common Share, representing a 22% discount in respect of the closing price of the Company's equity securities on the Euronext Growth Oslo on January 31, 2025.

Use of Proceeds

The proceeds of the Placement will be used for general working capital purposes and to provide additional funding for any requirements that may arise in respect of the Company's publicly announced international legal arbitrations against the Republic of Tunisia.

Director Dealing/ PDMR Shareholding

Mr. Andrea Cattaneo, Chief Executive Officer & President of Zenith, has participated in the Placement by subscribing for 5,242,537 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 49,504,584 common shares in the capital of the Company, representing 11.11% percent of the total issued and outstanding common share capital of the Company admitted to trading on the Euronext Growth Oslo.

Mr. Luca Benedetto, Chief Financial Officer of Zenith, participated in the Placement by subscribing for 2,097,015 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 14,010,370 common shares in the capital of the Company, representing 3,14% percent of the total issued and outstanding common share capital of the Company.

Mr. Sergey Borovskiy, a Non-Executive Director of Zenith, has participated in the Placement by subscribing for 314,552 New Common Shares of no-par value in the capital of the Company.

Upon Admission, Mr. Borovskiy will be directly beneficially interested in a total of 5,719,330 common shares in the capital of the Company, representing 1.28% percent of the total issued and outstanding common share capital of the Company.

Debt Settlement

The Company has issued 314,552 Common Shares ("Debt Settlement Shares") in settlement of certain debts in lieu of cash payment for a total value of 421,500 NOK (equivalent to approx. £30,000 and US$37,400).

The Debt Settlement Shares will rank pari passu in all respects with the existing common shares of the Company.

An application for the Debt Settlement 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 Debt Settlement Shares.

Total Voting Rights

The Company wishes to announce, 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, the following information resulting from Admission of the New Common Shares issued in connection with the Placement and the Debt Settlement Shares.

Andrea Cattaneo, Chief Executive Officer, commented:

"We are pleased to have strengthened our cash position, made possible by the incremental appreciation of our market value in view of the Company's significant potential.

The final stage in respect of the ICC-2 arbitration, with total claims in the amount of approximately US$130 million, is expected to take place during the latter part of February 2025.

Separately, the final court hearing in respect of the Paris Commercial Court case against SMP Energies by the Company's fully owned subsidiary, with total claims in the amount of approximately US$9 million, is expected to take place by the end of March/ early April 2025.

The Board has made a careful selection surrounding the investments it has accepted into the Company. It is pleased to disclose that the Placement has solely been subscribed by existing institutional investors who hold long-term positions and fully support the Board in its strategic vision for the Company.

I am also pleased to confirm, in consideration of the activities we are currently pursuing, that we do not foresee the need for any additional equity capital raising prior to the issuance of the ICC-2 Arbitration decision."

Further Information: