October 29, 2026

ZENITH ENERGY LTD.

("Zenith" or the "Company")

Exercise of Warrants & Notice of AGM

Management increases its equity stake

Zenith Energy Ltd. ("Zenith" or the "Company") (LSE: ZEN; OSE: ZENA; XSAT: ZENA SDR), the listed international energy production and development company, is pleased to announce that certain investors, including two Executive Directors of the Company, have exercised warrants to acquire new common shares in the capital of the Company (the "Warrant Exercise").

The warrant exercise has raised an aggregate total amount of approximately US$ 1,886,000 (equivalent to approx. NOK 23,344,000 or GBP 1,886,000), resulting in the issuance of a total of 80,497,187 new common shares ("Warrant Shares ").

The warrant exercise price, as detailed in the regulatory news announcement  dated October 28, 2024, is NOK 0.29 per Warrant Share.

The Warrant Shares, and will rank pari-passu in all respects with the existing common shares of the Company.

The proceeds from the Warrant Shares will be used to progress the Company's solar power development strategy.

The Warrant Shares are expected to be admitted on or before 10 November 2026 ("Admission").

Director Dealing/ PDMR Shareholding

Mr. Andrea Cattaneo, Chief Executive Officer & President of Zenith, has participated in the Warrant Exercise by subscribing for 7,119,410 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 65,347,819 common shares in the capital of the Company, representing 7.60% 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, has participated in the Warrant Exercise by subscribing for 3,122.949 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 20,439,239 common shares in the capital of the Company, representing 2,38% percent of the total issued and outstanding common share capital of the Company. 

Total Voting Rights

Following Admission, the Company will have 860,035,333 Common Shares in issue, each carrying one voting right. The Company does not hold any Common Shares in treasury. As a result, the total number of voting rights in the Company will be 860,035,333.

This figure may be used by shareholders as the denominator for the calculations by which they determine whether they are required to notify an interest in, or a change to an interest in, the Company pursuant to sections 3.10 and 3.11.5(3) of Part II of the Euronext Growth Oslo Rule Book.

Notice of AGM

The Company gives notice that its Annual General and Special Meeting of shareholders (the "AGM") will be held at the offices of McCarthy Tétrault LLP, Suite 4000 - 421 - 7th Avenue SW, Calgary, Alberta T2P 4K9, on Wednesday, December 9, 2026, at 12:00 p.m. (Calgary time).

The AGM will be held for the following purposes:

• To receive the financial statements of the Company for the financial years ended March 31, 2025 and March 31, 2026, and the auditors' reports thereon;
• To consider and, if thought fit, pass an ordinary resolution fixing the number of directors of the Company for the ensuing year at five;
• To elect the following directors for the ensuing year: Jose Ramon Lopez-Portillo, Andrea Cattaneo, Dario Sodero, Sergey Borovskiy and Luca Benedetto;
• To appoint Parker Russell International LLP as auditors of the Company for the ensuing year and authorise the directors to fix their remuneration;
• To consider and, if thought fit, pass an ordinary resolution reapproving the Company's Stock Option Plan, under which non-transferable options to purchase common shares may be granted to the Company's directors, officers, consultants and employees, exercisable for up to five years from the date of grant, provided that the number of common shares reserved for issuance under outstanding options does not exceed 10% of the issued and outstanding common share capital of the Company; and
• To transact such other business as may properly come before the AGM or any adjournment or postponement thereof.

Shareholders holding Common Shares may attend the AGM in person or appoint a proxy to attend and vote on their behalf. Shareholders holding Common Shares through a broker or other nominee should contact their broker or nominee to arrange voting instructions.

Holders of Swedish Depository Receipts ("SDRs") are not registered holders of the underlying Common Shares and may submit their voting instructions through DNB Bank ASA Sweden Branch ("DNB") using the Swedish Form of Proxy. SDR holders registered with Euroclear Nordics AB on the record date of October 19, 2026, are entitled to submit voting instructions. Completed and signed Swedish Forms of Proxy must be received by DNB no later than 12:00 p.m. CET (Swedish time) on Tuesday, December 1, 2026. Forms may be submitted by email to emissioner@dnbcarnegie.se or by post to DNB Bank ASA Sweden Branch, Securities Services, SE-105 88 Stockholm, Sweden.

The Information Circular and applicable Forms of Proxy are attached to this announcement and will be made available on the Company's website at www.zenithenergy.ca.

Andrea Cattaneo, Chief Executive Officer and President of Zenith, commented:

"I am extremely confident in the progress Zenith has made. The fact that Mr Benedetto and I, together with other investors, have exercised warrants issued in 2024 demonstrates clear conviction in the Company and in the crucial stage we are entering over the coming months.

"Management's increased shareholding compared with the figures disclosed at the time of the last capital raise reflects our confidence in Zenith as we pursue our objectives on several fronts, including our publicly announced arbitrations against the Republic of Tunisia, our solar energy strategy and our uranium exploration investments through Reveille Resources. Management intends to increase its shareholding whenever it is able to do so in accordance with applicable rules."

Further Information:

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

Market Abuse Regulation (MAR) Disclosure

The information contained in this announcement is information that the Company is required to disclose under the EU Market Abuse Regulation (Regulation (EU) No 596/2014) ("MAR"), as applicable in Sweden and to companies listed on Spotlight Stock Market. The information was submitted for publication, through the agency of the contact person listed above, at the time this announcement was made public. Following publication, this 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