REG - Zenith Energy Ltd - Outcome of Swedish Offering

Zenith EnergyAnnouncement

24/09/2025 07:20

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RNS Number : 6009A  Zenith Energy Ltd  24 September 2025

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Zenith announces the outcome of its offering of Swedish Depository Receipts in
connection with the planned listing on Spotlight Stock Market - trading is
expected to commence on October 7, 2025

The subscription period in Zenith Energy Ltd.'s ("Zenith" or the "Company")
(LSE: ZEN; OSE: ZENA) issue of Swedish Depository Receipts ("SDR") in
connection with the listing on Spotlight Stock Market (the "Offering") ended
on September 23, 2025. The Offering was subscribed to approximately SEK 6.9
million, corresponding to a subscription rate of approximately 27.5 percent.
The remaining portion up to approximately 79.7 percent subscription of the
Offering, corresponding to approximately SEK 13.0 million or approximately
52.2 percent of the Offering, is allocated to guarantors in accordance with
entered top-down guarantee commitments. Zenith will receive approximately SEK
19.9 million before issue costs. Through the Offering, Zenith will have over
300 SDR holders. The Company's SDRs are expected to start trading on October
7, 2025, under the ticker ZENA SDR with ISIN-code SE0025938210.

We are very pleased with the strong interest shown in connection with our
Swedish listing, and would like to warmly welcome all new investors to Zenith
Energy. I look forward to continuing our growth journey together with both
current and new investors.", commented Andrea Cattaneo, CEO of Zenith Energy
Ltd.

"We are very pleased with the strong interest shown in connection with our
Swedish listing and would like to warmly welcome all new investors to Zenith
Energy. I look forward to continue on our growth journey together with both
current and new investors.", commented Andrea Cattaneo, CEO of Zenith Energy
Ltd.

Outcome of the Offering

The subscription period for the Company's Offering of SDRs ended on September
23, 2025. The Offering was subscribed to approximately SEK 6.9 million,
corresponding to a subscription rate of approximately 27.5 percent. The
remaining portion up to approximately 79.7 percent subscription of the
Offering, corresponding to approximately SEK 13.0 million or approximately
52.2 percent of the Offering, is allocated to guarantors in accordance with
entered top-down guarantee commitments.

The subscription price in the Offering was SEK 0.45 per SDR. Through the
Offering, Zenith will receive approximately SEK 19.9 million before the
deduction of issue costs of approximately SEK 1.4 million and cash guarantee
compensation of approximately SEK 1.6 million.

Allocation

Decision on the allocation of SDRs has been made in accordance with the
principles set out in the memorandum that the Company published on September
8, 2025. In total, approximately 308 accounts have been allocated SDRs.
Notification of the allocation of SDRs will be communicated through issuance
of transaction notes. Allocated SDRs must be paid for in accordance with the
instructions on the transaction note. Notifications will only be sent to those
who have been allocated SDRs.

Preliminary timetable

September 24, 2025: Transaction notes are expected to be delivered

September 29, 2025: Settlement date

October 7, 2025: New expected first day of trading in the Company's SDRs

Share Capital, SDRs and dilution

The share capital in the Company will increase by approximately CAD 2,721,418
from CAD 87,490,000 to approximately CAD 90,211,418 and the represented number
of outstanding shares will increase by 44,304,602 newly issued shares from
503,985,620 to 548,290,222, resulting in a dilution of approximately 8.1
percent.

All values relating to the share capital increase in CAD are preliminary and
based on the CAD/SEK exchange rate of SEK 6.81683 as published by the Riksbank
on September 5, 2025.

Advisors

Eminova Partners Corporate Finance AB acts as financial advisor and
Advokatfirman Schjødt acts as legal advisor as to Swedish law and McCarthy
Tétrault LLP acts as legal advisor as to Canadian law in connection with the
Offering. Eminova Fondkommission AB acts as the issue agent.

For more information, please contact:

Andrea Cattaneo, Director, President and CEO

Phone: +1 (587) 315 1279

Email: info@zenithenergy.ca

About us

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) and the Euronext Growth of the Oslo Stock Exchange (OSE: ZENA).

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.

Important information

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This press release is not a prospectus within the meaning of Regulation (EU)
2017/1129 (the "Prospectus Regulation") and has not been approved or reviewed
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prepared in connection with the Rights Issue. Nor does this press release
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This press release does not constitute an offer or invitation concerning the
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Forward-looking statements

This press release contains forward-looking statements, which do not represent
historical facts. These statements are typically identified by words such as
"will," "expect," "believe," "estimate," "intend," "assume," and similar
expressions. They reflect the Company's current intentions, expectations, or
assumptions and are based on management's current plans, estimates, and
forecasts.

Forward-looking statements involve known and unknown risks, uncertainties, and
other factors that are difficult to predict and, in many cases, are beyond the
Company's control. Actual results, performance, or events may differ
materially from those expressed or implied in such forward-looking statements.
Readers should not place undue reliance on these statements.

Information to distributors

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the shares in the
Company have been subject to a product approval process, which has determined
that such shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the shares in the
Company may decline and investors could lose all or part of their investment;
the shares in the Company offer no guaranteed income and no capital
protection; and an investment in the shares in the Company is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the share issue. Furthermore, it is noted that, notwithstanding
the Target Market Assessment, the joint bookrunners will only procure
investors who meet the criteria of professional clients and eligible
counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
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in, or purchase, or take any other action whatsoever with respect to the
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distribution channels.

 

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