Private Placement & Convertible Loan

About this update from Zenith Energy Ltd.

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 PlacementThe 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 LoanThe 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 fifty...

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