Regulatory Filings • Dec 8, 2025
Regulatory Filings
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("Zenith" or the "Company")
Zenith Energy Ltd. ("Zenith" or the "Company") (LSE: ZEN; OSE: ZENA; XSAT: ZENA SDR), the listed internaAonal energy producAon and development company, is pleased to announce that it has completed a private placement of common shares of no par value ("Common Shares") with a long-term insAtuAonal investor in the United Kingdom (the "UK Financing") and a private placement in Norway with insAtuAonal investors (the "Norwegian Financing"). The Company has also issued broker shares (the "Broker Shares") (collecAvely, the "Financings").
The Financings have included the parAcipaAon of new and exisAng investors to raise an aggregate total amount of approximately £3,658,500 (equivalent to approx. NOK 49,034,000), resulAng in the issuance of a total of 100,892,105 new common shares ("New Common Shares").
Zenith has issued a total of 84,157,162 Common Shares in connecAon with the Norwegian Financing (the "Norwegian Financing Common Shares") to raise gross proceeds of approximately NOK 41,525,000 (approximately £3,096,000).
An applicaAon for the Norwegian Financing Common Shares to be listed on the Equity Shares (TransiAon) category of the Official List and to trading on the London Stock Exchange's main market for listed securiAes (the "Norwegian Financing Admission") will be made within 12 months of the issue of the Norwegian Financing Common Shares.
Zenith has issued a total of 13,513,514 Common Shares in connecAon with the UK Financing (the "UK Financing Common Shares") to raise gross proceeds of approximately £450,000 (approximately NOK 6,000,000).
It is expected that the UK Financing Admission will become effecAve and that uncondiAonal dealings in the UK Financing Common Shares will commence on or around 8.00 a.m. (GMT) on or around December 16, 2025.
The Norwegian Financing was completed at a price of NOK 0.4662 per New Norwegian Financing Common Share, represenAng a 10% discount in respect of the closing price of the Company's equity securiAes on the Euronext Growth Oslo on December 5, 2025.
The UK Financing was completed at a price of £0.0333 per UK Financing Common Share, represenAng a 10% discount in respect of the closing Bid price of the Company's equity securiAes admibed to trading on the London Stock Exchange on December 5, 2025.
The proceeds of the Financings will be uAlised to progress the Company's two applicaAons for exploraAon permits (Permessi di Ricerca) in respect of Italy's two largest idenAfied uranium deposits, as announced on 11 November 2025. These deposits are situated in the Lombardy region and comprise the Val Vedello deposit in the Province of Sondrio ("Val Vedello") and the Novazza deposit in the Province of Bergamo ("Novazza").
Proceeds will also be applied towards the construcAon of the Company's iniAal solar producAon assets in the Puglia region of Italy and to meet addiAonal legal fees arising from the expansion of the Company's legal team in respect of its ongoing ICSID ArbitraAon against the Republic of Tunisia, as announced on 3 December 2025.
Proceeds will also be used for general working capital purposes.
The Company has allobed 3,221,429 new Common Shares ("Broker Shares"), in lieu of cash seblement for services provided to Zenith in connecAon with the Financings for a total value of 1,502,000 NOK (equivalent to approx. £112,500).
The Broker Shares will rank pari passu in all respects with the exisAng common shares of the Company.
An applicaAon for the Broker Shares to be listed on the standard segment of the FCA Official List and to be admibed for trading on the London Stock Exchange Main Market for listed securiAes will be made within 12 months of the issue of the Broker Shares.
The Company announces the following informaAon, in accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules and secAon 3.10 and 3.11.5 (3) of the Euronext Growth Oslo Rule Book Part II, resulAng from the issuance of the New Common Shares.
| Total number of shares | Number of voAng | Total number of voAng |
|---|---|---|
| rights per class of share | ||
| 561,803,736 | 1 | 561,803,736 |
| 649,182,327 | 1 | 649,182,327 |
| rights per share |
"We are pleased to have secured ins5tu5onal investment at this key stage in our development. The first six months of 2026 will be characterised by poten5ally transforma5onal ac5vity for our business with the submission of two separate environmental impact assessments for the two largest Uranium deposits in Italy, the commencement of construc5on of our first solar plant in the Puglia region of Italy, and the final hearing of the ICSID arbitra5on in late April for a total claimed amount exceeding approximately US\$572.65 million.
I am fully conscious of the painful dilu5on, and I am pleased to confirm that we do not an5cipate conduc5ng any further equity issuances for any of our exis5ng ac5vi5es un5l June 2026 at the very earliest following the Financings.
The Board sees significant scope for our market valua5on to return to prior levels following the value catalysts that lie before us, following the shock represented by the en5rely unexpected and flawed verdict of the ICC-2 arbitra5on."
Zenith Energy Ltd
Andrea Cabaneo, Chief ExecuAve Officer
Tel: +1 (587) 315 1279
Zenith Energy Ltd. is a revenue generaAng, independent energy company with energy producAon, exploraAon 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 on the Spotlight Stock Market in Sweden (XSAT: ZENA SDR).
Zenith's strategic focus is on pursuing development opportuniAes through the development of proven revenue generaAng energy producAon assets, as well as low-risk exploraAon acAviAes in assets with exisAng producAon.
Twiber: @zenithenergyltd
LinkedIn: hbps://bit.ly/3A5PRJb
This informa,on is subject to the disclosure requirements of Ar,cle 17 of the EU Market Abuse Regula,on ("MAR"). The informa,on was submiEed for publica,on by the contact person.
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