Zenith Energy

Proxy Solicitation & Information Statement • Mar 13, 2025

ZENITH ENERGY LTD.

Security Class

Holder Account Number

Form of Proxy - Annual General and Special Meeting to be held on Tuesday, April 15, 2025

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

• 1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
• 1. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
• 1. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
• 1. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.
• 1. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.
• 1. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
• 1. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.
• 1. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 12:00 pm, Calgary Time, on Friday, April 11, 2025.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

• • Call the number listed BELOW from a touch tone telephone.
  • 1-866-732-VOTE (8683) Toll Free

• • Go to the following web site: www.investorvote.com
• • Smartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

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Appointment of Proxyholder

I/We being holder(s) of securities of Zenith Energy Ltd. (the "Corporation") hereby appoint: Andrea Cattaneo, President of the Corporation, or failing this person, Dario Sodero, member of the Board of Directors (the "Management Nominees")				OR	Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.
as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Corporation to be held at McCarthy Tétrault LLP, Suite 4000, 421 - 7th Avenue SW, Calgary, AB T2P 4K9 on Tuesday, April 15, 2025 at 12:00 pm, (Calgary Time) and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.										For	Against
1. Number of Directors
To set the number of Directors at five (5).
2. Election of Directors	For	Withhold				For	Withhold			For	Withhold
01. Jose Ramon Lopez-Portillo			02. Andrea Cattaneo					03. Dario Sodero
04. Sergey Borovskiy			05. Luca Benedetto
3. Appointment of Auditors										For	Withhold
Appointment of RPG Crouch Chapman LLP as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.										For	Against
4. Approval of Stock Option Plan
Approval of Stock Option Plan, pursuant to which non-transferable options to purchase common shares of the Corporation may be granted to directors, officers, consultants and employees of the Corporation, exercisable for a period of up to 5 years from the date of grant, provided that the number of common shares reserved for issuance under outstanding options will not exceed 10% of the issued and outstanding common share capital of the Corporation.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are

Annual Financial Statements - Mark this box if you would

Signature(s) Date

Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail.

voted as recommended by Management.

mail.

NOT like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

Signature of Proxyholder

indicated above, and the proxy appoints the Management Nominees, this Proxy will be