May 2, 2025 ZENITH ENERGY LTD. ("Zenith" or the "Company") Private Placement & Convertible Loan Zenith Energy Ltd. ("Zenith" or the "Company") (LSE: ZEN; OSE: ZENA; OTC PINK:ZENAF), the listed international energy production and development company, ispleased to announce that it has completed a private placement in Norway (the"Placement") and signed an unsecured Convertible Loan facility (the"ConvertibleLoan").
Private Placement
The Placement has raised an aggregate total amount of approximatelyUS$1,200,000(equivalent to approx. NOK 12,476,000 or GBP 896,600), resulting in theissuanceof a total of 10,397,000 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 StockExchange's Main Market for listed securities will be made within 12 months ofthe issue of the New Common Shares. The Placing was completed at a price of NOK 1.20 per New Common Share(equivalent to approximately £0.0873), representing a 0.83% discount inrespectof the closing price of the Company's equity securities on the Euronext GrowthOslo on May 2, 2025.
Convertible Loan
The Company has entered into an unsecured Convertible Loan for a total amountofUS$2,000,000 (equivalent to approx. NOK 20,715,000 or GBP 1,500,000).
Highlights:
o Interest to accrue at 20 percent. per annum. o Term: 18 months.o Drawdown: Immediate. o No Conversion may be requested by the Investor for a period of threemonthsfrom the date of the drawdown ("Grace Period"). o The Investor shall have the right to convert the outstanding principalandaccrued interest into fully paid and freely transferable Common Shares of theCompany listed on the Oslo Stock Exchange at a price equal to the 30-dayvolume-weighted average price (VWAP) immediately prior to the date ofnotifyinga Conversion Notice, less 11% (the "Conversion Price").o The Company may repay the Convertible Loan at any time, in whole or inpartialpayments, at its sole discretion, in either cash or equity without incurringanypenalty, and on the same basis as the Investor's conversion rights.o The Investor may serve a Notice of Conversion for an amount not toexceedfifty percent (50%) of the outstanding principal and interest at any timefollowing the expiration of the Grace Period.o Any subsequent Notice of Conversion, for an amount not to exceed fiftypercent(50%) of the original outstanding principal and interest, may be served noearlier than ninety (90) days following the previous Notice of Conversion.o In no event shall the Conversion Price be less than 1.20 NOK per CommonShare(the "Floor Price").o Under the terms of the Convertible Loan, the Company has undertakenthat itshall not enter into any additional Convertible Loan Agreements or anyconvertible debt instruments until all obligations under this Agreement havebeen fully settled.
Use of Proceeds The proceeds of the Placement and the Convertible Loan will be used to provideimmediate additional funding for the potential acquisition of near-termelectricity production assets currently being evaluated by the Company.
Total Voting Rights The Company wishes to announce the following information, in accordance withtheFinancial Conduct Authority's Disclosure Guidance and Transparency Rules andsection 3.10 and 3.11.5 (3) of the Euronext Growth Oslo Rule Book Part II,resulting from the issuance of the New Common Shares. Class of share Total number of shares Number of voting rights per share Total number of voting rights per class of shareCommon Shares admitted to trading on the Main Market of the London StockExchange on Admission. 249,187,217 1 249,187,217Common Shares in issue and admitted to trading on the Euronext Growth Marketofthe Oslo Børs, representing the newly enlarged total outstanding share capitalof the Company. 477,270,954 1 477,270,954 Andrea Cattaneo, Chief Executive Officer, commented: "We are evaluating additional renewable energy production opportunities inlinewith our publicly announced strategy of creating a 20 MWp solar energyportfolioby the close of 2025, thereby achieving a material quantum of revenue andassociated profitability.
The Private Placement and the Convertible Loan, which has a grace period ofthree months during which no conversion can take place, provide us withvaluablestrategic funding prior to the Company potentially achieving success on otherfronts.
The objective is to build a Company with a solid long-term financialfoundationin stable jurisdictions that will enable Zenith to pay dividends toshareholders.
As recent events have shown, the strategic importance of reliable, domesticelectricity supply cannot be overstated. I look forward to updating shareholders in due course regarding our progress."
Further Information: Zenith Energy LtdAndrea Cattaneo, Chief Executive Officer Tel: +1 (587) 315 1279 E: info@zenithenergy.ca
Notes to Editors:
Zenith Energy Ltd. is a revenue generating, independent energy company with energy production, exploration and development assets in North Africa, the US and Europe. The Company is listed on the London Stock Exchange Main Market LSE:ZEN, the Euronext Growth of the Oslo Stock Exchange (OSE: ZENA) and the Pink Markets of the OTC (OTC PINK: ZENAF). Zenith's strategic focus is on pursuing development opportunities through the development of proven revenue generating energy production assets, as well as low-risk exploration activities in assets with existing production. For more information, please visit: www.zenithenergy.ca Twitter: @zenithenergyltd LinkedIn: https://www.linkedin.com/uas/login?session_redirect=https%3A%2F%2Fwww.linkedin.com%2Fcompany%2F10818980%2Fadmin%2F Market Abuse Regulation (MAR) Disclosure
The information included in this announcement is defined as inside informationpursuant to MAR article 7 and is publicly disclosed in accordance with MARarticle 17 and section 5 -12 of the Norwegian Securities Trading Act. Theannouncement is made by the contact person.
https://newsweb.oslobors.no/message/645207