Zenith Energy : Loan for Tunisian Development

May 26, 2021   
     
ZENITH ENERGY LTD.

("Zenith" or the "Company")

Loan for Tunisian Development

Zenith Energy Ltd. ("Zenith" or the "Company") (LSE: ZEN; OSE: ZENA), the listed
international oil & gas production company focused on pursuing African
development opportunities, is pleased to announce that it has entered into a
loan agreement with Winance, a Dubai registered single-family office (the
"Lender"), for a total amount of EUR 2.1 million (approximately £1.8 million or
approximately NOK 21.4 million) (the "Loan Agreement"). 

Terms

The Loan Agreement has a duration of six months and does not attract interest. 

An upfront arrangement fee, equal to 5 percent of the total drawdown amount, has
been paid to the Lender in accordance with the terms of the Loan Agreement. 

During each month prior to the maturity date, Zenith shall make repayments in
accordance with the Loan Agreement ("Instalments"), with the first Instalment
being payable during the month of July 2021. 

100,000,000 new common shares of no par value (the "Reserve Shares") have been
issued to the Lender to be held in a depositary institution designated by the
Lender. 

Under the terms of the Loan Agreement, Zenith may elect to pay each Instalment
either by cash or by utilising the Reserve Shares, by delivering to the Lender
an amount of Reserves Shares equivalent to the quotient obtained by dividing the
Instalment Amount by 95 percent of the applicable VWAP (volume weighted average
price) for the period of ten business days prior to the due date for each
Instalment.  

New Common Shares held in Treasury
 
The Company has issued a total of 8,400,000 new common shares at a price of NOK
0.10 (equivalent to approximately £0.085) to be held in Treasury (the "Treasury
Shares"). 

An application for the Treasury Shares and Reserve Shares to be listed on the
standard segment of the FCA Official List and to be admitted for trading on the
London Stock Exchange Main Market for listed securities will be made within 12
months of the issue date. 


Total Voting Rights

The Company wishes to announce, in accordance with the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules and section 3.10 of the
Euronext Growth Oslo Rule Book Part II, the following revised information
resulting from the issuance of the Reserve Shares and the Treasury Shares. 
 
 
Class of share	 
Total number of shares	 
Number of voting rights per share	 
Total number of voting rights per class of share
 
Common Shares in issue and admitted to trading on the Main Market of the London
Stock Exchange	313,400,824	1	313,400,824
Common Shares in issue and admitted to trading on the Euronext Growth Market of
the Oslo Børs - representing the total outstanding common share capital of the
Company 	1,377,289,331	1	1,377,289,331
 
The above figure for total number of common shares may be used by shareholders
in the Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to their
interest in, the Company under the Financial Conduct Authority's Disclosure
Guidance and Transparency Rules.

Andrea Cattaneo, Chief Executive Officer of Zenith, commented:

"We are very pleased to have concluded our first financing agreement with
Winance. This is fruit of the considerable effort made by Zenith's management
team in developing our funding strategy with emphasis towards Arab and Middle
Eastern financial markets.  

The Company will use the funds obtained from the Loan to commence its near-term
operational objectives in Tunisia, as well as providing additional capital for
potential acquisitions that the Company may seek to complete. We shall update
the market in due course regarding our operational programme in Tunisia. 
In view of the confidence of the Company's management in the value creation
potential of our possible near-term progress, Zenith shall seek to minimise the
use of the Reserve Shares to fulfil the obligations arising from the Loan, and
instead maximise the use of the Company's financial resources generated from oil
production." 

Waqas Ibrahim, Director and CFO of Winance, commented: 

"We are delighted to collaborate with a proficient and esteemed management team
such as that of Zenith Energy. Winance, as a strategic partner, shall seek to
support Zenith's growth aspirations for the foreseeable future by utilising our
extensive expertise to innovate and adapt to the evolving funding requirements
it may have as it delivers on its ambitious African development campaign." 

Further Information:

Zenith Energy Ltd 	
Andrea Cattaneo, Chief Executive Officer	Tel: [phone]
	E-mail:  [e-mail]

Allenby Capital Limited - Financial Adviser & Broker	
Nick Harriss
Nick Athanas	Tel: + 44 (0) 203 328 5656
 
The information included in this announcement is defined as inside information
pursuant to MAR article 7 and is publicly disclosed in accordance with MAR
article 17 and section 5-12 of the Norwegian Securities Trading Act. The
announcement is made by the contact person. 

Notes to Editors: 

Zenith Energy Ltd. is an international oil and gas production company, listed on
the London Stock Exchange (LSE:ZEN) and the Euronext Growth Market of the Oslo
Stock Exchange (OSE:ZENA).
Zenith's development strategy is to identify and rapidly seize value-accretive
hydrocarbon production opportunities in the oil & gas sector, specifically in
Africa.

About Winance
 
Winance is a privately held, single family office that provides tailor-made
financing solutions dedicated to small and medium sized publicly listed
companies across the world. 
Through the leadership of Myriam Alalouche, Waqas Ibrahim, Yonathan Parienti and
Ranya Laasri, Winance's understanding and concept of sharing the same vision as
that its partners represents the core to the firm's success.

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