REG - Zenith Energy Ltd - Private Placement in UK and Norway & New Financing

Zenith EnergyAnnouncement

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RNS Number : 1122C  Zenith Energy Ltd  28 April 2026

April 28, 2026

 

ZENITH ENERGY LTD.

 

("Zenith" or the "Company")

 

Private Placement in UK and Norway, Debt Settlement and New Financing Facility

 

Zenith Energy Ltd. (LSE: ZEN; OSE: ZENA; XSAT: ZENA SDR), the listed
international energy production and development company, announces that it has
completed private placements of common shares of no par value (the "Common
Shares") with institutional investors in the United Kingdom and Norway
(together, the "Financings"), alongside a debt settlement (the "Debt
Settlement").

 

In addition, the Company has entered into a new convertible loan facility (the
"Loan Facility").

 

Financings

 

The Financings has attracted the participation of existing investors, as well
two Directors, Mr. Andrea Cattaneo and Luca Benedetto, respectively the Chief
Executive Officer and the Chief Financial Officer of the Company, to raise an
aggregate total amount of approximately £3,081,000 (equivalent to approx. NOK
38,800,000 or US$4,168,000), resulting in the issuance of a total of
44,609,603 new common shares ("New Common Shares").

 

Norwegian Financing

Zenith has issued a total of 40,979,839 New Common Shares in connection with
the Norwegian Financing (the "Norwegian Financing Common Shares") to raise
gross proceeds of approximately NOK 35,653,000 (approximately £2,831,000).

 

UK Financing

Zenith has issued a total of 3,629,764 New Common Shares in connection with
the UK Financing (the "UK Financing Common Shares") to raise gross proceeds of
approximately £250,000 (approximately NOK 3,147,000).

 

Issue Price

 

The Norwegian Financing was completed at a price of NOK 0.87 per Norwegian
Financing Common Share, representing a 3.33% discount in respect of the
closing price of the Company's equity securities on the Euronext Growth Oslo
on April 27, 2026.

 

The UK Financing was completed at a price of £0.069 per UK Financing Common
Share, representing a 1.6% discount in respect of the closing Bid price of the
Company's equity securities admitted to trading on the London Stock Exchange
on April 27, 2026.

 

Director Dealing/ PDMR Shareholding

 

Mr. Andrea Cattaneo, Chief Executive Officer & President of Zenith, has
participated in the Financings by subscribing for 1,604,986 New Common Shares
of no-par value in the capital of the Company.

 

Upon Admission, Mr. Cattaneo will be directly beneficially interested in a
total of 58,228,409 common shares in the capital of the Company, representing
8.15% percent of the total issued and outstanding common share capital of the
Company admitted to trading on the Euronext Growth Oslo.

 

Mr. Luca Benedetto, Chief Financial Officer of Zenith, participated in the
Financings by subscribing for 1,069,991 New Common Shares of no-par value in
the capital of the Company.

 

Upon Admission, Mr. Benedetto will be directly beneficially interested in a
total of 17,326,380 common shares in the capital of the Company, representing
2,42% percent of the total issued and outstanding common share capital of the
Company.

 

Debt Settlement

 

The Company has issued 20,964,527 Common Shares ("Debt Settlement Shares") in
settlement of certain debts in lieu of cash payment for a total value of
18,239,000 NOK (equivalent to approx. £1,447,000).

 

The Debt Settlement Shares will rank pari passu in all respects with the
existing common shares of the Company.

 

Admission and Total Voting Rights

 

Application will be made for the New Common Shares to be admitted to trading
on the Main Market of the London Stock Exchange, with admission to trading
expected to become effective and that unconditional dealings will commence on
the at 8.00 a.m. (BST) on or around May 5, 2026 ("Admission").

 

Following Admission, the Company will have 714,756,457 Common Shares in issue,
each carrying one vote. This figure may be used by shareholders as the
denominator for the purposes of the FCA's Disclosure Guidance and Transparency
Rules and section 3.10 and 3.11.5 (3) of the Euronext Growth Oslo Rule Book
Part II.

 

New Convertible Loan Facility

 

The Company has entered into a new unsecured convertible loan facility for an
aggregate total amount of up to GBP2,000,000 (the "Loan Facility"). The Loan
Facility has a term of 12 months, and the Company shall pay interest on the
outstanding amount of the Loan Facility at the rate of five (5) per cent per
annum (the "Interest Rate"). The Loan Facility is repayable on April 27, 2027.

 

In connection with the Loan Agreement, the Company has issued the following
share purchase warrants (the "Warrants"):

·    6,896,552 Warrants to acquire one common share for each Warrant at an
exercise price of £0.083 (equivalent to approximately NOK 1.048).

 

The Warrants have a duration of two years from the date of issue.

 

 

With certain limitations, the Loan Facility will be convertible into Common
Shares of the Company at any time during the term of the Loan Facility and the
conversion price will be £0.093 (approximately equivalent to NOK 1.166) per
share ("Conversion").

 

A future application will be made for any Common Shares issued and allotted
upon exercise of the Warrants or Conversion to be admitted to trading on the
Main Market for listed securities of the London Stock Exchange as well as the
Euronext Growth Oslo and Spotlight Stock Market. The new Common Shares will
rank pari passu in all respects with the existing common shares of the
Company.

 

The Loan Facility agreement includes normal warranties and default clauses.

 

Use of Proceeds

 

The Company plans to use the funds received in connection with the Financings
and the Loan Facility to: (i) provide additional funding for its legal
expenses in connection with international arbitration proceedings initiated by
its wholly owned subsidiaries; (ii) advance the continued development of its
solar energy portfolio, including the construction of certain ready-to-build
sites, in line with previous regulatory disclosures; (iii) support the
preparation and submission of environmental impact assessments (EIA) in
relation to its Italian uranium exploration investment; (iv) fund a potential
investment in a separately listed vehicle for its uranium exploration
portfolio; and (v) for general working capital purposes.

 

Andrea Cattaneo, Chief Executive Officer, commented:

 

"The Company's portfolio represents a compelling value proposition, with
revenue-generating energy production assets, near-term development
opportunities in its solar energy portfolio in Italy, now approaching the 200
MWp development pipeline milestone, and significant upside potential from its
uranium exploration licence applications.

 

The Company is preparing to commence construction of its first solar energy
production site in July 2026 and intends to bring additional ready-to-build
projects into construction and subsequent production.

 

The Financings have been completed at a significant premium to the Company's
previous fundraise, at almost double the issue price, underscoring investor
confidence in its strategy. This is further supported by the potential value
associated with international arbitration claims initiated by the Company's
subsidiaries against the Republic of Tunisia following the expropriation of
their oil production and development assets.

 

The additional funding enables the Company to continue advancing these key
pillars of its strategy and positions it to deliver potential transformational
value, with a range of value catalysts expected between now and the end of the
year."

 

 

Further Information:

 

 Zenith Energy Ltd

 Andrea Cattaneo, Chief Executive Officer

                                            Tel: +1 (587) 315 1279

                                            E:     info@zenithenergy.ca (mailto: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. 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 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 (https://bit.ly/3A5PRJb)

 

Market Abuse Regulation (MAR) Disclosure

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 ("MAR"). Upon the publication of
this announcement via a Regulatory Information Service ("RIS"), this inside
information is now considered to be in the public domain.

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Andrea Cattaneo
 2   Reason for the notification
 a)  Position/status                                              Chief Executive Officer & President
 b)  Initial notification/Amendment                               Initial Notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Zenith Energy Ltd.
 b)  LEI                                                          213800AYTYOYD61S4569
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Common Shares
     Identification code                                          CA98936C8584
 b)  Nature of the transaction                                    Subscription for Common Shares
 c)  Price(s) and volumes(s)                                      Price(s) NOK 0.87            Volume(s) 1,604,986

 d)  Aggregated information
     Aggregated volume
     Aggregated price
 e)  Date of the transaction(s)                                    April 27, 2026
 f)  Place of the transaction                                     Off Market

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Luca Benedetto
 2   Reason for the notification
 a)  Position/status                                              Chief Financial Officer & Executive Director
 b)  Initial notification/Amendment                               Initial Notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Zenith Energy Ltd.
 b)  LEI                                                          213800AYTYOYD61S4569
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Common Shares
     Identification code                                          CA98936C8584
 b)  Nature of the transaction                                    Subscription for Common Shares
 c)  Price(s) and volumes(s)                                      Price(s) NOK 0.87            Volume(s) 1,069,991

 d)  Aggregated information
     Aggregated volume
     Aggregated price
 e)  Date of the transaction(s)                                    April 27, 2026
 f)  Place of the transaction                                     Off Market

 

 

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