Clarification – Additional Disclosure Required Under Spotlight Rule 4.17

December 9, 2025

ZENITH ENERGY LTD.

("Zenith" or the "Company")

Clarification – Additional Disclosure Required Under Spotlight Rule 4.17

With reference to the Company’s regulatory news announcement published on December 8, 2025, the Company has been requested by the Spotlight Stock Market ("Spotlight") to provide additional information in accordance with section 4.17 of Spotlight’s regulations regarding the recently announced private placements in Norway and the United Kingdom (the “Financings”).

The Company therefore issues the following clarification in connection with the Financings. 

 

Reasons for deviating from shareholders’ preferential rights

The Financings were carried out as directed private placements to predetermined institutional investors. The Board of Directors resolved to deviate from existing shareholders’ preferential rights in order to:

• secure funding expeditiously, avoiding the extended timeline of a rights issue;
• ensure participation from institutional investors that will strengthen and diversify the shareholder base; and
• raise capital under current market conditions, where timely access to funding is essential for the Company’s ongoing operational and strategic initiatives.

The Board considers the deviation from shareholders’ preferential rights to be in the best interests of the Company and its shareholders as a whole.

 

Determination of the Issue Price

The issue prices were determined as follows:

• Norwegian Financing: NOK 0.4662 per share, representing a 10% discount to the closing price on Euronext Growth Oslo on 5 December 2025.
• UK Financing: £0.0333 per share, representing a 10% discount to the closing Bid price on the London Stock Exchange on 5 December 2025.

A discount of 10% represents a modest and competitive discount by market standards for private placements and reflects the Board’s assessment of fair value based on recent trading activity, investor demand, and customary market practice.

How the Company ensured that the Financings were conducted on fair market terms

To ensure that both Financings were executed on fair market terms, the Company:

• benchmarked the issue prices against recent trading prices and volumes on the relevant exchanges;
• applied a modest and competitive 10% discount across both the Norwegian and UK tranches;
• engaged brokers and intermediaries to source institutional participation on arm’s-length terms;
• ensured that the process aligned with market-standard practice for similar private placements; and

The Board is satisfied that the Financings were completed on terms that are fair, reasonable, and aligned with prevailing market conditions.

Summary of Financings (unchanged)

• Total gross proceeds: approx. £3,658,500 (approx. NOK 49,034,000, SEK 45,600,000).
• Total new shares issued: 100,892,105 Common Shares.
• Norwegian Financing: 84,157,162 shares for approx. NOK 41,525,000.
• UK Financing: 13,513,514 shares for approx. £450,000.
• Broker Shares: 3,221,429 shares issued in lieu of cash fees.

All other information dicslosed in the original regulatory news announcement dated December 8, 2025 is unchanged.

Further Information:

Zenith Energy Ltd Andrea 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.

Zenith Energy is listed on the London Stock Exchange Main Market (LSE:ZEN), has its entire common share capital admitted to trading on the Euronext Growth of the Oslo Stock Exchange (OSE:ZENA), and has Swedish Depository Receipts admitted to the Spotlight Stock Market in Sweden (XSAT: ZENA SDR).

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://bit.ly/3A5PRJb

 
 

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