Zenith Energy Ltd. (“Zenith” or the “Company”) announced on Monday, December 8, 2025, that the Company has completed two parallel private placements in the United Kingdom and Norway, raising gross proceeds of approximately NOK 49m. The financing attracted participation from both new and existing institutional investors and was executed at a 10 % discount in each respective market, resulting in the issuance of 100.9 million new shares.

Analyst Group’s View on the Private Placement

Analyst Group views the successful completion of the NOK 49m private placement as a clear signal of strengthened investor confidence at a strategically important stage of the Company’s development. The capital raise was executed efficiently, with a relatively modest discount considering the size of the issuance and supported by broad institutional participation across two jurisdictions. This demonstrates Zenith’s continued ability to access capital markets and attract long-term institutional investors. While the issuance represents an estimated dilution of approximately 15.5 %, the transaction materially reduces financial risk and increases operational visibility ahead of a catalyst-heavy first half of 2026.

Importantly, the use of proceeds is aligned with the Company’s near-term value catalysts.

1. Advancement of Zenith’s uranium exploration permits in Lombardy.

The capital provides the required funding runway to advance the Environmental Impact Assessments and progress the Val Vedello and Novazza permits — Italy’s only documented historical uranium deposits. This enables uninterrupted momentum toward NI 43-101–aligned work programs and the establishment of FEI as a dedicated vehicle for future development optionality.

2. Commencement of construction of Zenith’s first solar production assets in Puglia.

Zenith is now fully financed to initiate construction of its first Italian solar plant, marking a transition from development value to recurring cash-flow generation within the Company’s 110.5 MWp pipeline. The financing materially strengthens the outlook for timely project execution and aligns with the Company’s dual-track strategy of combining selective RtB divestments with internal build-out of long-life production assets. The recent independent valuation of the 110.5 MWp development pipeline further underscores the monetizable value of the Company’s solar clusters.

3. Legal capacity-building ahead of the ICSID final hearing.

Part of the proceeds will support the expanded legal team appointed earlier this month, ensuring that Zenith enters the April 2026 ICSID hearing well-resourced and without financial constraints. This is particularly important given the updated USD 572.65m claim and the potential financial magnitude associated with the arbitration.

Taken together, the private placement increases Zenith’s strategic flexibility at a time when multiple high-impact catalysts converge: two EIA submissions for the uranium portfolio, the development and construction of solar assets, and the ICSID hearing concerning a USD 572.65m claim. The Company’s statement that no additional equity issuances are anticipated before June 2026 further strengthens the signal effect by reducing near-term dilution risk for investors.

Conclusion

Analyst Group views the NOK 49m private placement as a well-timed and strategically coherent financing event that reinforces Zenith’s position across all three core value pillars: uranium development, solar construction, and the ICSID arbitration. Despite the short-term dilution, the transaction meaningfully de-risks the capital structure and provides clear financial visibility through a transformative first half of 2026. In Analyst Group’s assessment, the successful raise, executed at a modest discount and supported by institutional demand, enhances the Company’s credibility and supports a more robust long-term equity narrative.

Zenith Energy Ltd. (“Zenith” or the “Company”) announced on Thursday, November 27, 2025, that Tunisian state entities have, according to the Company, carried out an unauthorised sale of 3,987 barrels of crude oil produced from the El Bibane concession and transferred to storage at MARETAP. The oil was originally moved in early 2024 after the Ministry of Industry, Mines and Energy ordered Zenith’s subsidiary Ecumed Petroleum Tunisia Ltd (“EPT”) to empty its tanks at El Bibane for alleged safety reasons, despite a prior inspection confirming the integrity of the storage facilities.

Since 2022, Zenith states that Tunisian authorities have repeatedly obstructed or delayed the sale of oil from the Robbana and El Bibane concessions, preventing EPT from monetizing production and forcing the Company to bear ongoing salaries, environmental compliance and technical upkeep. The total cost of maintaining the assets under these conditions is estimated at approximately USD 2M to date. Total production from the two concessions since 2022 amounts to 11,670 barrels, of which around 8,000 barrels remain in storage at Robbana, representing full on-site storage capacity.

Analyst Group’s View on the Tunisian Developments and Legal Implications

In Analyst Group’s view, the update provides a concrete illustration of how value has been systematically removed from Zenith’s Tunisian assets. Since 2022, EPT has had to fund all salaries, environmental compliance and technical maintenance for Robbana and El Bibane, at an estimated cumulative cost of roughly USD 2M, equivalent to approximately SEK 19M, while at the same time being prevented from selling its oil on normal commercial terms. Put simply, the Company is carrying the costs of the concessions, while Tunisian entities decide if and when the oil can be sold and, in the latest case, keep the entire revenue themselves. Zenith’s decision to keep the assets compliant and maintained, despite this, reflects both its legal obligations on the ground and the need to document ongoing damage and lost revenue as part of its arbitration claims.

Assuming an illustrative oil price assumption of around USD 80 per barrel, the 3,987 barrels reportedly sold without authorization correspond to a revenue equivalent of roughly USD 0.3M, while the full 11,670 barrels produced since 2022 equate to just under USD 1.0M in gross sales value. These amounts are small in the context of Zenith’s overall ICSID claim but are material at asset level and illustrate the erosion of expected economic returns from the Tunisian operations. The Company also notes that production volumes have declined over time and would have been materially higher had EPT been able to sell oil and receive payment on a regular basis, which further underlines the opportunity cost of the current situation.

From a legal standpoint, the events described are consistent with the broader pattern Zenith has invoked in its international arbitration processes: blocked offtake, non-payment for produced oil, and unilateral actions impacting shareholder rights in MARETAP, where Zenith holds 50 %. While this specific incident does not change the formal status of the ICSID or ICC proceedings, it provides an additional, concrete example of the type of behavior the Company argues amounts to expropriation and denial of fair treatment under the UK–Tunisia Bilateral Investment Treaty.

Background

Robbana and El Bibane are mature oil production concessions in Tunisia, held 100 % by EPT, a fully owned subsidiary of Zenith. Since 2022, Zenith reports that Tunisian authorities have repeatedly obstructed crude sales from these assets, resulting in stored volumes, foregone cash flows and an accumulated cost base of roughly USD 2M for staffing, environmental obligations and technical maintenance.

In early 2024, EPT was ordered by the Ministry of Industry, Mines and Energy to empty storage tanks at El Bibane and transfer all crude to MARETAP on alleged safety grounds, despite a safety inspection on April 1, 2024, having confirmed that the storage facilities did not pose environmental or safety risks. The 3,987 barrels moved to MARETAP were subsequently sold by ETAP without authorization, according to Zenith, and with no proceeds allocated to EPT.

MARETAP is the operating company for the previously terminated Ezzaouia concession and is owned 50/50 by EPZ (a Zenith subsidiary) and ETAP. Zenith has repeatedly stated that MARETAP’s management has failed to provide EPZ with standard financial, operational and corporate information, which the Company considers a serious breach of corporate governance and shareholder rights. These developments form part of the broader pattern of disputes between Zenith and Tunisian state-linked entities, which are currently being pursued through ICSID and ICC arbitration processes.

Valuation range: Bear 1.1 NOK, Base 3.2 NOK, and Bull 5.7 NOK.

Zenith Energy Ltd. (“Zenith” or the “Company”) announced on November 20, 2025, that the Company has initiated a formal tender process for the construction of three photovoltaic (“PV”) solar energy projects in the Puglia region of Italy, with a total installed capacity of approximately 7 MWp. The first project, Andria-1 (3 MWp), is classified as Ready-to-Build (“RTB”) and holds all permits required to begin construction immediately. The other two assets, Andria-2 and Barletta-1, are located nearby and remain in the development phase. Both are expected to reach RTB status within approximately four months. Together, these three projects form part of the Company’s previously announced acquisitions in southern Italy and are situated in the Province of Barletta-Andria-Trani.

Zenith also confirmed that it is in advanced negotiations with three financial institutions to secure construction financing covering up to 90 % of the expected capex. The Company anticipates finalizing the loan agreement upon completion of the tender process, with construction across all three assets targeted to begin by June 2026.

Analyst Group’s View on Construction Launch and Execution Strategy

Zenith’s decision to initiate a construction tender for its Puglia assets marks an important step in the Company’s transition from pure development to execution within its Italian solar strategy. The move aligns with Zenith’s stated ambition to construct selected RTB projects for long-term power production while selectively divesting other development assets to realize near-term profits and recycle capital into further growth.

The Puglia portfolio benefits from attractive structural conditions. Solar irradiation in the region typically ranges between 1 800 and 2 000 kWh/m² per year, supporting indicative capacity factors in the 17–20 % range, which compares favorably with many other European markets. The Andria and Barletta sites are located in the Province of Barletta-Andria-Trani, a relatively newly established province that remains less saturated in terms of grid-access demand and project density, and is characterized by flat terrain. These factors can translate into more advantageous grid-connection terms, reduced curtailment risk, and more predictable timelines to commissioning. Zenith also reported that only limited civil works are required on the land parcels, which should help maintain competitive unit construction costs.

On the financing side, the intention to secure up to 90 % of construction costs through bank debt implies a high degree of project leverage, but also reflects lender interest in the quality of the RTB and late-stage development pipeline. Provided that the facility is agreed on commercially reasonable terms, this structure allows Zenith to advance a meaningful share of its 7 MWp Puglia build-out while preserving group liquidity and maintaining flexibility for additional projects. At the same time, execution depends on final loan covenants, interest margins and security requirements, which remain to be confirmed.

The construction of Andria-1, Andria-2 and Barletta-1 represents the Company’s first multi-MW greenfield build-out within its 110.5 MWp Italian solar portfolio. Successful delivery of this initial 7 MWp package would provide concrete proof of execution for Zenith’s broader model: progressing assets from development to RTB, securing project finance, and converting the development pipeline into operating capacity and, where attractive, saleable assets. In Analyst Group’s view, the outcome of this tender, the final bank terms and the ability to start construction by mid-2026 are key indicators of how efficiently Zenith can scale its Italian solar platform in the coming years.

In conclusion, Analyst Group views the construction tender in Puglia as an important operational milestone that begins to translate Zenith’s growing RTB portfolio into tangible, near-term cash generating assets. While the 7 MWp package is relatively small compared with the Company’s total 110.5 MWp pipeline, it is sufficiently scaled to demonstrate EPC execution capability, project bankability and cash-flow potential under the current Italian power-price environment. Upcoming catalysts include the award of the EPC contract, confirmation of final financing terms and the achievement of RTB status for Andria-2 and Barletta-1. In our view, successful and timely delivery of this initial construction phase would not only validate Zenith’s development model, but also create a strong platform for materially accelerating the build-out of the Company’s Italian solar portfolio over 2026 and beyond.

Zenith Energy Ltd. (“Zenith” or the “Company”) announced on November 11, 2025, that its fully controlled Italian subsidiary, Canoel Italia S.p.A., has formally received confirmation that the Region of Lombardy has accepted two applications for exploration permits (“Permessi di ricerca”) covering Italy’s only known historical uranium deposits: Val Vedello and Novazza. Both projects are located in the Lombardy region of northern Italy.

The assets Val Vedello and Novazza were historically identified and explored by AGIP Nucleare S.p.A. but have remained undeveloped since the 1987 national referendum that suspended nuclear-related activities in Italy. The submission represents a strategic pivot for Zenith, expanding its focus from oil, gas, and solar energy into a critical raw material sector that is increasingly prioritized under both EU and national energy security frameworks.

Zenith Energy announced also on November 17, 2025, that its wholly owned Italian subsidiary, WESOLAR S.R.L., has signed a new agreement to acquire a solar energy development project in the Puglia region of Italy. The acquisition comprises approximately 12 MWp of photovoltaic capacity and an integrated 3 MW battery energy storage system (BESS), located on 15 hectares of flat land. The total transaction value is EUR 1.05 million, including the associated land, and is structured with milestone-based payments contingent on the completion of permitting and grid connection. With this latest acquisition, Zenith’s development portfolio now exceeds 110 MWp, comprising operational, ready-to-build, and development-stage assets, consolidating its presence across Italy’s most attractive solar regions and advancing its strategy to combine short-term development monetisation with long-term energy production revenue.

Analyst Group’s View on the Uranium Strategy and Development Outlook

Zenith’s uranium initiative represents a strategically significant diversification step into the critical raw material sector. From a timing perspective, the strategic relevance of uranium has increased significantly due to Europe’s shift toward energy autonomy, reinforced by the EU Critical Raw Materials Act in 2024.

The Novazza and Val Vedello projects together represent Italy’s only known uranium deposits with published historic exploration data. Based on underground development, surface sampling, and core data compiled during the 1970s and 1980s, Zenith refers to a combined historical exploration target of approximately 15 million pounds (Mlbs) U₃O₈, with reported average grades ranging between 0.07% and 0.10% U₃O₈. The initial work program focuses on validation of historic data and confirmatory sampling. These deposits were never brought into production due to the 1987 referendum outcome, which halted nuclear energy development in Italy. Zenith has stated that future technical studies will be carried out in accordance with international reporting standards, with the Company aiming to obtain a NI 43-101-compliant Mineral Resource Estimate.

Analyst Group highlights that these figures are historical in nature and non-compliant under modern disclosure standards such as NI 43-101 or JORC. Accordingly, a modern Mineral Resource Estimate (MRE) remains a critical milestone before definitive valuation assumptions can be made. To illustrate the potential scale, Analyst Group has calculated a theoretical gross in-situ metal value using an assumed uranium price of USD 80/lb U₃O₈. Under this scenario, the combined 15 Mlbs U₃O₈ would imply a gross in-situ value of approximately USD 1.2 billion. It is essential to emphasise that this is a conceptual valuation metric based on total metal content in the ground and does not reflect potential recoverability, operating costs, discounting, or technical constraints. It is not a proxy for net asset value, but a reference point to illustrate the scale of the uranium endowment currently being pursued.

Zenith’s advantage lies in project location: both Novazza and Val Vedello are located in an industrialized region with robust grid access, existing infrastructure, and proximity to Switzerland and Northern Italy’s energy-intensive manufacturing base.

Zenith has announced that the initial three-year exploration phase is expected to be capped at approximately USD 5 million. Funding will be sourced through a combination of internal resources and targeted investments from institutional partners, while the Company is also actively applying for Italian and EU-level co-financing, including public-sector support under the EU Critical Raw Materials Act. This multi-channel funding strategy is consistent with broader policy incentives aimed at bolstering Europe’s domestic supply chains for critical materials.

In terms of comparative context, Zenith’s reported grades of 0.10–0.20% U₃O₈ are favorable relative to peer-stage European projects. District Metals Corp., an active uranium explorer in Sweden, controls the Viken Energy Metals Deposit, which holds an inferred uranium grade of 0.0161% U₃O₈. For perspective, District Metals currently trades at a market value of approximately SEK 1,184M, equivalent to approximately USD 125M. While Viken offers large-scale tonnage, the lower grade contrasts with Zenith’s Lombardy assets, which may offer smaller but higher-grade and potentially economically robust development opportunities, especially if underpinned by modern resource classification, strong infrastructure, and permitting momentum.

History and Resource Potential: Novazza and Val Vedello

The Novazza and Val Vedello uranium projects, historically explored by AGIP Nucleare (a former subsidiary of ENI S.p.A.), represent Italy’s only known uranium deposits. Systematic exploration campaigns were conducted from the 1950s through the 1980s and included underground development, diamond drilling, surface sampling, and tunnel construction.

At Novazza, extensive underground development reached four levels, with over 100 diamond drill holes and more than 6 km of mapped tunnels. Historical reports describe uranium mineralisation across six identified zones, hosted primarily in metasomatized amphibolites and chlorite-rich schists. Surface access is favourable, with road connectivity and nearby electrical infrastructure, while the area benefits from stable topography suitable for low-impact exploration.

Val Vedello, located approximately 70 km north of Novazza, is a smaller but geologically prospective deposit. AGIP exploration identified uranium mineralisation hosted in vein structures and metasomatic rocks, with surface grab samples historically reporting grades up to 0.23% U₃O₈. The site is accessible via historic forestry roads within an alpine setting and lies approximately 25 km from the Swiss border.

Combined, the two projects are estimated to contain a historical exploration target of approximately 15 million pounds (Mlbs) U₃O₈, with average grades ranging between 0.07% and 0.10% U₃O₈. This suggests a significant historical uranium endowment, supported by extensive prior exploration, which is expected to provide a robust foundation for Zenith’s goal of advancing toward an NI 43-101-compliant Mineral Resource Estimate (MRE). While these figures remain non-compliant with current standards, they underscore the strategic potential of the assets. As the only known uranium deposits in Italy, Novazza and Val Vedello represent a rare opportunity in the European uranium landscape. Combined with brownfield infrastructure, prior underground access, and historical geological work, the assets offer a significant first-mover advantage, particularly as the EU accelerates efforts to secure domestic supplies of critical raw materials like uranium.

Regulatory and Project Structuring Milestones

According to the Company, the current priority is the granting of exploration permits (“Permessi di ricerca”) in the Lombardy region. The Company has confirmed that the Region of Lombardy has formally accepted both applications, thereby concluding the initial procedural phase. The remaining regulatory step involves the submission of a Valutazione di Impatto Ambientale (VIA) – Environmental Impact Assessment (EIA) to Italy’s Ministry for Environment and Energy Security (MASE).

Following submission, the Commissione Tecnica VIA will be formed to assess the EIA documentation in accordance with Italian and EU environmental legislation. This constitutes the final requirement before exploration permits can be officially issued. No drilling or physical exploration activities may be undertaken before this final authorisation is obtained.

In parallel, Zenith is expected to engage independent technical consultants to initiate the preparation of an NI 43-101 or JORC-compliant Mineral Resource Estimate (MRE), contingent on successful permitting and field validation. Specific details regarding capital allocation, joint venture structures, or exploration financing beyond the initial three-year USD 5M budget have not yet been disclosed and will require further clarification as the permitting process advances.

Zenith’s New Solar Acquisition in Puglia and Strategic Milestone

Zenith announced on November 17, 2025, that its wholly owned Italian subsidiary, WESOLAR S.R.L., has signed a new agreement to acquire a solar development project in the Puglia region with a planned capacity of 12 MWp and an integrated Battery Energy Storage System (BESS) of up to 3 MW. The transaction strengthens the Company’s presence in southern Italy and further expands Zenith’s renewable energy portfolio, which now totals 110.5 MWp across key regions such as Puglia, Lazio, and Piedmont. The total consideration amounts to EUR 1.05 million and includes associated land. Payment will be made upon completion of permitting and achievement of Ready-to-Build status. The project is expected to reach RtB within 12–16 months.

With this acquisition, Zenith’s development pipeline now totals 110.5 MWp across multiple key Italian regions, including Puglia, Lazio, and Piedmont. Puglia continues to stand out as one of the most attractive solar geographies in Italy, supported by high solar irradiation levels, flat and well-graded terrain, and favorable grid conditions. The inclusion of BESS infrastructure enables electricity storage and time-shifted dispatch, offering enhanced project economics through peak-hour price arbitrage under Italy’s time-of-use (fasce orarie) tariff system. From a strategic perspective, the acquisition reflects consistent execution on Zenith’s regional clustering strategy and marks a key step beyond the Company’s original 100 MWp development target. As noted in prior communications, Zenith intends to monetise selected RtB projects while advancing others into construction, thereby combining near-term profitability with long-term revenue from production assets.

Summary

Zenith’s uranium initiative marks a transformational development in the Company’s growth strategy. The two projects combine favourable geological characteristics, strategic location, and a substantial historical exploration record, strengthening the outlook for advancing the assets and potentially establishing a key position within Italy’s and Europe’s uranium sector. The formal acceptance of the exploration permit applications by the Region of Lombardy constitutes a significant milestone, even though additional regulatory steps remain. Analyst Group views Zenith’s entry into the uranium market as a high-potential and well-timed strategic move, albeit one that remains contingent on execution and permitting progress. As previously highlighted, based on historical, but non-compliant data under current NI 43-101 standards, the combined exploration target across Val Vedello and Novazza is estimated at approximately 15 million pounds (Mlbs) of U₃O₈. At current spot prices of around USD 80/lb, this would imply a theoretical gross in-situ metal value exceeding USD 1 billion. Although such figures represent an early-stage, conceptual valuation metric, they illustrate the considerable scale of the opportunity underpinning Zenith’s uranium strategy.

The newly announced Puglia acquisition also highlights Zenith’s continued operational execution across its renewable energy division. Analyst Group notes that the Company’s solar development pipeline has now exceeded 110 MWp, supported by favourable site selection, grid access, and diversification across key Italian regions. This momentum strengthens Zenith’s position in the renewable energy sector while complementing its long-term value creation strategy in critical raw materials through its uranium initiative.

Andrea Cattaneo, Chief Executive Officer, commented:

“The acceptance of our two uranium exploration licence applications by the Region of Lombardy marks a highly significant milestone for Zenith. With the Val Vedello and Novazza projects now solely subject to the VIA (Environmental Impact Assessment) process, Zenith has achieved a clear and exclusive pathway toward securing control of Italy’s largest known uranium deposits, historically estimated at approximately 15 million pounds (lbs) of U₃O₈, representing an indicative in-situ metal value exceeding US $1 billion at current prices.

These projects are uniquely advanced, benefiting from extensive underground infrastructure established through historic work undertaken by AGIP Nucleare — the former nuclear division of ENI — under the leadership of Enrico Mattei. This legacy infrastructure provides a substantial strategic advantage, significantly reducing future investment requirements and enabling a rapid pathway to recommence exploration and development.

Preliminary analysis also indicates that the scale of mineralisation may be considerably greater than historical records suggest, with modern exploration technologies offering the potential to materially enhance our understanding of the resources and their economic significance.

Importantly, this Italian-led initiative is not driven by financial speculation, as has often been the case with foreign-listed companies pursuing short-term resource acquisitions. Instead, the Val Vedello and Novazza projects are conceived as strategic, community-rooted, and sustainable development initiatives designed to deliver long-term benefits to all stakeholders — local, regional, and national — while contributing to Europe’s clean-energy transition objectives.

Our immediate priority is the preparation and submission of a high-quality Environmental Impact Assessment (VIA), conducted with the utmost care and full consideration of environmental and community factors. Zenith remains fully committed to transparent engagement and ensuring that stakeholders clearly understand the compelling case for responsible development and the long-term benefits these projects can deliver.

The combination of exceptional historical grades, proven underground access, and alignment with the European Union’s energy-transition objectives provides Zenith with an outstanding foundation for sustainable value creation. We look forward with great enthusiasm to 2026, a year that we expect will deliver definitive developments on multiple fronts for the Company.”

Zenith Energy Ltd. (“Zenith” or the “Company”) announced on Tuesday, November 4, 2025, that the Paris Commercial Court has delivered its decision in the longstanding legal claim brought by Zenith’s wholly owned subsidiary, Anglo African Oil & Gas Congo S.A.U. (“AAOGC”), against the French rig contractor SMP Energies (“SMP”) regarding drilling activities in the Tilapia oilfield during 2018–2019.

The Court acknowledged several legal arguments presented by AAOGC but awarded only EUR 160,000 in compensation. At the same time, the Court ruled that a previously contested SMP invoice amounting to approximately EUR 630,000 remains payable due to procedural timing clauses in the contract. The decision is not subject to provisional enforcement, and Zenith has confirmed that an appeal has been initiated through its legal counsel, Charles Russell Speechlys Paris.

Analyst Group’s View on the Paris Court Decision

The original claim was increased to USD 9 million in 2023, reflecting extended operational and commercial damages resulting from SMP’s drilling activities in the Tilapia oilfield. In this context, the Paris Commercial Court’s decision to award only EUR 160,000 (approximately SEK 1.76M) constitutes a limited recovery and should be viewed as a disappointment in relation to the size of the original claim. While the Court acknowledged several of AAOGC’s legal arguments, the compensation awarded does not reflect the magnitude of the alleged damages. Importantly, the case relates to legacy events that predate Zenith’s acquisition of AAOGC in 2020 and is unrelated to the Company’s current operations or management. Since acquiring AAOGC, Zenith has acted to advance the claim, strengthen its legal position through the engagement of Charles Russell Speechlys Paris, and support its arguments with third-party technical expert reports. It is also worth noting that the legal cost of procedures appears to be largely offset by the EUR 30,000 in procedural costs (approximately SEK 330,500) awarded in favor of AAOGC and paid by SMP, following an earlier ruling by the Paris Court of Appeal in 2023. Taken together, the Paris Court’s decision currently has no financial or operational impact on the Company.

While the ruling acknowledged several of AAOGC’s legal arguments, the low compensation and the validation of SMP’s disputed invoice, based on a procedural clause rather than substantive merits, underline the mixed nature of the outcome. However, the Court’s decision is not subject to provisional enforcement, meaning there is no immediate cash outflow for Zenith, and the contested invoice is not payable while the appeal is ongoing.

Analyst Group has not included any financial upside from the SMP litigation in our valuation model. As such, any future positive outcome from the appeal process should be viewed as a legal option, rather than a valuation driver. Given the limited financial scale of the SMP case, especially in comparison to Zenith’s ongoing ICSID arbitration, where the Company is pursuing USD 572.65 million in damages under the UK–Tunisia Bilateral Investment Treaty, we do not consider the outcome of this ruling to materially affect Zenith’s investment case. It is also important to clarify that this case is fully independent of Zenith’s separate arbitration processes under the ICSID and ICC frameworks. These proceedings differ both in jurisdiction and legal substance, and the SMP ruling has no bearing on their trajectory or potential outcomes.

Background

The claim was originally filed in 2019 by AAOG, the previous owner of AAOGC, and relates to operational failures and cost overruns during drilling at Tilapia. Zenith has maintained that AAOGC preserved extensive technical documentation showing that delays and losses were directly linked to rig performance. SMP has been found to have adopted obstructive procedural tactics, including an attempt to delay French proceedings through Congolese litigation — a motion rejected by the Court in 2023, resulting in procedural cost awards in favor of AAOGC.

The Company raised the claim amount to USD 9 million in 2023, citing broader commercial damages due to the loss of production potential from Tilapia. Legal strategy was further strengthened through third-party technical reports and the appointment of new legal counsel.

Analyst Group’s View on Zenith as an Investment

Zenith has a long history of well-timed acquisitions at attractive valuations, as demonstrated by the acquisition of oil assets in Tunisia during the COVID-19 period. Zenith’s core operations remain resilient, supported by profitable gas-to-electricity and solar production in Italy, where Zenith has been active since the year 2010. Following the two most recent acquisitions in Piedmont and Puglia, Zenith’s solar pipeline now totals 98.5 MWp. The Company has communicated its strategy to monetize selected development-stage assets while progressing others to construction. Zenith’s solar projects are strategically located in regions with high solar irradiation and favorable pricing dynamics, supporting attractive revenue-per-MWh and short payback profiles.

Beyond core operations, the Company remains engaged in legal processes that could materially impact long-term valuation. The ICC-1 arbitration concluded successfully in December 2024 with a USD 9.7M award. While ICC-2 resulted in a full dismissal of USD 130M in claims, Zenith has now submitted an annulment application, citing serious procedural irregularities and newly discovered connections between tribunal members and the Tunisian state. The broader and most strategically significant legal process remains the ICSID arbitration, where Zenith is pursuing USD 572.65M in damages under the UK–Tunisia Bilateral Investment Treaty. The case is now entering its final phase, with hearings scheduled for April 2026. This case represents a key binary value driver, and Analyst Group estimates a 68% probability of a favorable outcome based on precedent and legal circumstances.

With a resilient operational base in Italy, a solar pipeline nearing the 100 MWp threshold, and multiple legal processes with embedded optionality, Zenith presents a risk–reward profile where ongoing arbitration and portfolio execution act as significant future value catalysts.

Read the full analysis on Zenith Energy here. The current values of the valuation scenarios are:
Bear 1.1 NOK, Base 3.2 NOK, and Bull 5.7 NOK.

Zenith Energy Ltd. (“Zenith” or the “Company”) announced on October 21, 2025, that its wholly owned Italian subsidiary, WESOLAR S.R.L., has signed two new agreements to acquire solar development projects in Piedmont and Puglia, with a combined capacity of 22 MWp. The Piedmont project (18 MWp) is based on agrivoltaic technology and includes land purchase, with a total consideration of EUR 2.1 million. The Puglia project (4 MWp) includes land for Zenith’s second Battery Energy Storage System (BESS) and is valued at EUR 440,000. Both transactions are structured with milestone-based payments, conditional upon permitting and grid connection progress.

Following these acquisitions, Zenith’s solar development pipeline now totals 98.5 MWp, comprising operational, ready-to-build, and development-stage assets across Italy’s most solar-favorable regions.

Analyst Group’s View on the Acquisitions and Strategic Outlook

The acquisitions reflect continued execution on Zenith’s regional cluster strategy. The Piedmont asset, located on flat terrain, is expected to benefit from reduced construction costs. The Puglia project, meanwhile, includes BESS infrastructure, allowing for price arbitrage between low-price and peak-price hours, a capability that can enhance per-MWh revenue but comes with higher initial CAPEX. From an energy yield perspective, solar irradiation in Puglia typically ranges from 1,800 to 2,000 kWh/m²/year, compared to approximately 1,600 to 1,750 kWh/m²/year in Piedmont. This supports higher capacity factors and more attractive project economics, especially when combined with storage capabilities. Italy remains one of Europe’s most attractive markets for solar energy development, underpinned by a favorable regulatory framework, a robust grid infrastructure, and high solar irradiation, particularly in southern regions. In addition, Italy has committed to increasing its renewable capacity under the EU’s REPowerEU initiative, offering both policy stability and long-term growth incentives for utility-scale solar projects.

In a Nordic context, particularly compared to Sweden and Norway, Italy offers structurally more favorable conditions for large-scale solar development. While southern Italian regions such as Puglia average between 1,800–2,000 kWh/m²/year in solar irradiation, Nordic markets (such as Norway or Sweden) typically sees only 900–1,100 kWh/m²/year depending on latitude and cloud coverage. This translates into capacity factors of 17–20% in Italy versus 10–12% in Nordic markets, meaning Italian solar assets can generate nearly double the electricity per installed megawatt.

Additionally, market dynamics further differentiate the two. The Italian power market features higher average spot prices and pronounced intraday pricing spreads, particularly in southern zones, which increase the economic rationale for BESS deployment. In contrast, for example, Sweden’s electricity market is characterized by lower volatility, greater seasonal imbalances, and downward pressure on wholesale prices due to a high penetration of hydro and wind. As a result, solar assets in Italy typically reaches higher revenues per MWh and shorter payback periods, especially when enhanced by storage technologies.

While specific transaction terms are not always publicly disclosed, recent indicative transactions support the view that the Italian solar market is both mature and liquid. Ready-to-Build (RTB) projects in regions like Puglia and Sicily have recently transacted in the range of EUR 0.27–0.33 per watt, underscoring strong institutional demand for well-located assets with grid access. Sweden, by comparison, remains a less active secondary market with lower deal volumes and scalability.

Zenith’s development pipeline represents tangible market value, which increases as projects progress toward “Ready-to-Build” (RTB) status. The Company has communicated its intention to divest selected assets to institutional buyers, thereby realising near-term profits while retaining strategic flexibility. This is particularly relevant as Zenith is now nearing its 100 MWp target and is expected to surpass this threshold in the near term and moves beyond its 100 MWp target and into a new growth phase. To support transparency, the Company has commissioned an independent valuation of its development portfolio. Capital for future build-out is expected to be sourced through a combination of non-dilutive project finance from renewable energy lenders and partial sales of development assets. This dual-track approach balances cash flow optimisation with long-term asset ownership and scalability.

In conclusion, Analyst Group views the two acquisitions and updated strategy as reinforcing Zenith’s positioning as a disciplined, opportunity-driven solar developer. The Company’s ability to combine regional clustering, diversified project stages, and new technologies (e.g., BESS) suggests a growing maturity in its execution capabilities and strengthens the investment case ahead of further scale-up in 2026.

Zenith Energy Ltd. (“Zenith” or the “Company”) announced on Monday, October 14, 2025, that the Swiss Federal Supreme Court in Lausanne has formally accepted the annulment application submitted by its fully owned subsidiary, Canadian North Africa Oil and Gas Limited (“CNAOG”), in relation to the ICC-2 arbitration award. The Company also confirmed payment of the procedural fees amounting to CHF 200,000. The annulment request, filed on September 15, 2025, concerns the complete dismissal of a USD 130 million claim originally filed by CNAOG against the Republic of Tunisia.

The application is based on Swiss arbitration law, which allows for annulment in cases of serious procedural irregularities. Following post-award investigations, Zenith disclosed previously undisclosed connections between the chairman of the arbitral tribunal, Cecilia Carrara, and the lawyers officially representing the Tunisian state. These findings, combined with documented procedural flaws, form the legal foundation of the annulment case.

Analyst Group’s View on the Annulment Application of the ICC-2 Award

The acceptance of Zenith’s annulment application marks a procedural milestone in the Company’s effort to challenge the ICC-2 ruling. While the dismissal of the USD 130M claim initially represented a material legal and financial setback, the admissibility of the application now enables a formal review process, which may result in the case being reheard by a newly constituted tribunal. As previously commented, the basis for the annulment, undisclosed conflicts of interest and due process violations, constitutes serious deviations from international arbitration standards. The Swiss Federal Court applies a narrow scope for annulment, typically focusing only on procedural grounds, but past precedent confirms that conflicts undermining tribunal impartiality are among the strongest legal arguments within that framework.

The case is being led by Charles Russell Speechlys Geneva, with legal counsel Pierre Bydzovsky, who brings experience in complex arbitration matters before Swiss courts. The typical timeframe for a decision ranges between 6–9 months, during which the court will evaluate both procedural irregularities and potential breaches of due process.

While the outcome remains binary, Analyst Group views the acceptance of the application as a positive development that introduces a credible legal path for restoring part or all of the original claim. Should the Court decide in Zenith’s favor, the case may be reheard before a new arbitral panel, potentially unlocking significant legal upside.

Analyst Group’s View on Zenith as an Investment

Zenith has a long history of well-timed acquisitions at attractive valuations, as demonstrated by the acquisition of oil assets in Tunisia during the COVID-19 period. Core operations remain resilient, supported by profitable gas-to-electricity and solar production in Italy, where Zenith has been active since the year 2010. The Company currently holds a diversified solar pipeline totaling 74.5 MWp, and Analyst Group maintains the view that the portfolio will exceed 100 MWp before year-end 2025, supported by ongoing acquisitions.

Beyond core operations, the Company remains engaged in legal processes that could materially impact long-term valuation. The ICC-1 arbitration concluded successfully in December 2024 with a USD 9.7M award. While ICC-2 resulted in a full dismissal of USD 130M in claims, Zenith has now submitted an annulment application, citing serious procedural irregularities and newly discovered connections between tribunal members and the Tunisian state. The broader and most strategically significant legal process remains the ICSID arbitration, where Zenith is pursuing USD 572.65M in damages under the UK–Tunisia Bilateral Investment Treaty. The case is now entering its final phase, with hearings scheduled for April 2026. Analyst Group estimates a 68% probability of a favorable outcome based on historical data and legal precedent.

With a stable operational base in Italy combined with legal arbitration processes that could unlock substantial upside, Zenith presents a risk–reward profile where litigation outcomes may act as significant value catalysts.

Zenith Energy Ltd. (“Zenith” or the “Company”) announced on Tuesday, October 9, 2025, that its wholly owned Italian subsidiary, WESOLAR S.R.L., has signed an agreement to acquire a new solar energy development project in the Puglia region of Italy. The acquisition includes a planned solar capacity of approximately 10 MWp, alongside two hectares of land allocated for the development of Zenith’s first Battery Energy Storage System (BESS).

The project is currently classified as development stage, with a targeted timeline of 12–16 months to reach “Ready-to-Build” status. The total consideration amounts to EUR 875,000, which includes land and is conditional upon successful permitting.

With this addition, Zenith’s total solar portfolio expands to 74.5 MWp, comprising operational, ready-to-build, and development-stage assets across Italy.

Analyst Group’s View on the Puglia Acquisition

Analyst Group views the newly announced Puglia Acquisition as a strategic and forward-looking addition to Zenith’s fast-growing solar development portfolio. With a planned installed capacity of 10 MWp, the project increases Zenith’s total portfolio capacity to 74.5 MWp and strengthens the Company’s regional cluster strategy in Puglia. More notably, this acquisition marks Zenith’s entry into battery energy storage, a move we view as materially enhancing the Company’s commercial positioning in the evolving renewable energy landscape. By deploying a Battery Energy Storage System (BESS), Zenith aims to capture intraday electricity price spreads in the Italian market, particularly between off-peak and peak tariff periods (so-called fasce orarie di punta), which often exhibit significant volatility. While BESS solutions typically involve higher upfront CAPEX, they are increasingly seen as an important tool for improving project profitability and energy market flexibility.

With this transaction, Zenith now holds three solar projects in Puglia, totaling 19 MWp in installed capacity. Of these, 3 MWp is currently classified as Ready-to-Build, while 16 MWp remains in development stage, underscoring the Company’s long-term commitment to this high-potential region. Zenith’s solar strategy continues to be underpinned by favorable structural conditions, where Puglia remains one of Italy’s most favorable regions for solar development, benefiting from high solar irradiation (GHI) levels of approximately 1,800–2,000 kWh/m²/year. These conditions support higher capacity factors (typically 17–20%), contributing to strong project economics.

In conclusion, based on current assumptions and estimated energy yields, Zenith’s total solar energy portfolio, once operational, is expected to generate annual revenues of approximately EUR 12M. The integration of BESS is expected to enhance revenue per MWh by enabling more strategic timing of energy dispatch. The Puglia acquisition reinforces Zenith’s operational focus on building a scalable and diversified renewable energy portfolio. With 74.5 MWp across multiple stages and regions, the Company continues to demonstrate disciplined execution in line with its communicated growth strategy. Analyst Group maintains the view that Zenith’s solar portfolio will exceed 100 MWp by year-end 2025, assuming continued deal flow and permitting progress.

Analyst Group’s view on Zenith Energy as an investment

Zenith has a long history of well-timed acquisitions at attractive valuations, as demonstrated by the acquisition of oil assets in Tunisia during the COVID-19 period. Core operations remain resilient, supported by profitable gas-to-electricity and solar production in Italy, where Zenith has been active since the year 2010. The Company currently holds a diversified solar pipeline totaling 74.5 MWp, and Analyst Group maintains the view that the portfolio will exceed 100 MWp before year-end 2025, supported by ongoing acquisitions.

Beyond core operations, the Company remains engaged in legal processes that could materially impact long-term valuation. The ICC-1 arbitration concluded successfully in December 2024 with a USD 9.7M award. While ICC-2 resulted in a full dismissal of USD 130M in claims, Zenith has now submitted an annulment application, citing serious procedural irregularities and newly discovered connections between tribunal members and the Tunisian state. The broader and most strategically significant legal process remains the ICSID arbitration, where Zenith is pursuing USD 572.65m in damages under the UK–Tunisia Bilateral Investment Treaty. The case is now entering its final phase, with hearings scheduled for April 2026. Analyst Group estimates a 68% probability of a favorable outcome based on historical data and legal precedent.

With a stable operational base in Italy combined with legal arbitration processes that could unlock substantial upside, Zenith presents a risk–reward profile where litigation outcomes may act as significant value catalysts.

Zenith Energy Ltd. (“Zenith” or the “Company”) announced on Monday, September 22, 2025, that its fully owned UK subsidiaries have filed their final submissions in the ongoing arbitration against the Republic of Tunisia under the rules of the International Centre for Settlement of Investment Disputes (ICSID). The arbitration, initiated in June 2023, is grounded in Tunisia’s alleged violations of the Bilateral Investment Treaty (BIT) signed with the United Kingdom in 1989.

In connection with the final submission, Zenith disclosed an upward revision of its total claimed damages, from the previously communicated USD 503M to USD 572.65M. This revaluation reflects communicated additional breaches and extended operational obstructions, assessed by TWCOG LLP, an expert oil & gas arbitration firm, in collaboration with Chapman Petroleum Engineering. The final hearings are expected to take place in April 2026.

Analyst Group’s View on the ICSID Final Submission

The final submission in the ICSID arbitration marks a step in what is the most strategically significant legal process in Zenith’s history. The Company has now completed the written phase of proceedings, having formally quantified its updated claim at USD 572.65M, an increase of approximately 14 % from previously communicated claim. This upward revision materially strengthens the case’s investment relevance and signals legal confidence ahead of the 2026 hearings.

Analyst Group views the increased claim not merely as a legal escalation, but as a refined representation of cumulative damages tied to expropriated assets, unpaid oil deliveries, operational disruptions, and the loss of multi-decade licenses in Sidi El Kilani and Ezzaouia. The fact that the reassessment was conducted by TWCOG LLP, a specialist with over 60 international disputes and 50 expert testimonies, including multiple ICSID cases, adds weight and credibility to the updated valuation. Moreover, TWCOG’s methodology has been corroborated through collaboration with Chapman, Zenith’s longstanding reserves auditor.

The ICSID arbitration stands apart from Zenith’s prior ICC proceedings due to its treaty-based nature under international public law, which typically involves larger claims, sovereign respondents, and stricter procedural frameworks. The involvement of Clay Arbitration and Charles Russell Speechlys (Paris), led by Professor Thomas Clay and Maître Simon Le Wita respectively, provides additional procedural strength. While outcomes in treaty-based arbitrations remain binary in nature, Analyst Group estimates a 68 % probability of a favorable result, based on historical ICSID data and comparative legal precedent.

Analyst Group’s View on Zenith as an Investment

Zenith enters this final phase of the ICSID arbitration at a time when the Company continues to execute on its broader strategic objectives, including:

• A rapidly expanding solar energy portfolio in Italy, now totaling 64.5 MWp, with expectations of surpassing 100 MWp before year-end 2025.
• A profitable core business centered on gas-to-electricity production, providing recurring cash flow to support operations.
• An active secondary legal process via the ICC-2 annulment application, filed with the Swiss Federal Court, which could reopen a dismissed USD 130M claim.
• A recently launched listing on the Spotlight Stock Market in Sweden, aimed at broadening the investor base and enhancing access to Nordic capital markets, with a subscription price of SEK 0.45 per SDR and a subscription period running until 23 September.

Together, these elements supports a attractive risk–reward profile where the core business provides operational resilience, and the ICSID arbitration acts as a substantial upside catalyst.

Zenith Energy Ltd. (“Zenith” or the “Company”) announced on Thursday, September 18, 2025, that the Company has secured subscription intentions and guarantee commitments totaling approximately SEK 16.3 million, representing 65.2 % of the ongoing offering of Swedish Depository Receipts (SDRs) in connection with the planned listing on Spotlight Stock Market. The offering comprises up to 55 555 556 SDRs, equal to approximately SEK 25 million before issue costs. Trading in Zenith’s SDRs is expected to commence on October 10, 2025. The subscription intentions of approximately SEK 3.3 million stemmed from CEO Andrea Cattaneo and CFO Luca Benedetto and represent their pro rata ownership. The guarantee commitments (“Top-down Guarantee”) amount to approximately SEK 13 million, corresponding to 52.2 % of the Offering, and have been provided by external investors.

Analyst Group’s View on the Offering

Analyst Group views the subscription intentions and guarantee commitments covering over 65 % of the offering as a strong signal of internal confidence and external investor interest in Zenith ahead of its planned Spotlight listing. The participation of the Company’s Board and management, CEO and member of the board of directors Andrea Cattaneo and CFO and member of the board of directors Luca Benedetto, with personal capital underscores the management team’s belief in Zenith’s long-term potential and aligns with shareholder interests. The cash-based compensation of 12.5 % reflects prevailing market terms for similar offerings of this size and risk profile. Additionally, this offering comprises the entire initial free float on Spotlight; as such, the level of subscription will directly shape post-listing liquidity. The SEK 25 million raise, if fully subscribed, establishes an initial free float sufficient to support post-listing trading activity and would represent approximately 20 % of the Company’s total shares post-transaction.

Zenith enters the Spotlight listing process at a time when the Company, in our view, holds a resilient core business, with a clear growth strategy in solar, and active legal processes that may unlock significant value upside potential. Zenith presents a risk–reward profile where capital raised through the offering is expected to accelerate portfolio expansion and further strengthen the Company’s investor base and access to the Nordic capital markets.

Zenith Energy Ltd. (“Zenith” or the “Company”) announced on Tuesday, September 16th 2025, that the Company has acquired a solar energy development project located in the Puglia region of Italy through its wholly owned Italian subsidiary created to manage its solar energy portfolio, WESOLAR S.R.L. (“WESOLAR”).

The newly acquired asset, currently in development stage, will have a total installed capacity of approximately 6 MWp. The EUR 750,000 consideration includes the purchase of the land and is conditional on obtaining all required permits for the project to be classified as ”Ready-to-Build.” With this latest transaction, Zenith’s total Italian solar portfolio now reaches 64.5 MWp, consisting of operational, ready-to-build, and development-stage assets.

Analyst Group’s View on the Puglia Acquisition

The acquired solar energy development asset, located in Puglia, will have a total installed capacity of approximately 6 MWp once operational, bringing the total portfolio capacity to 64.5 MWp. Analyst Group views the Puglia Acquisition as a strategic and value-accretive addition to Zenith’s fast-growing solar portfolio. The new 6 MWp development project strengthens Zenith’s regional cluster strategy, with Puglia now joining Piedmont and Lazio as one of three key focus areas for solar development. Importantly, the acquisition in Puglia highlights the Company’s continued progress in executing its communicated strategy of building a diversified, cash-generative renewable energy portfolio. The Company maintains a high pace of acquisitions during year 2025 and now holds a significantly expanded and diversified portfolio of solar assets spanning operational, ready-to-build, and development-stage projects, expanding the total solar portfolio to 64.5 MWp, which significantly strengthens the core business operations and further supports our expectation that the total portfolio exceeds 100 MWp before the end of year 2025.

Zenith’s solar strategy continues to be underpinned by the favorable structural conditions in the Italian energy market, including elevated electricity prices, strong policy support, and high solar irradiation, particularly in southern regions like Puglia, where the solar irradiation (GHI) is estimated to average between 1 800 and 2 000 kWh/m²/year, with a capacity factor between 17–20%, which represents the most favorable conditions for solar production. Based on our assumptions, Zenith’s total solar energy projects, once operational, are expected to generate revenues of approximately EUR 10.5M per year.

Zenith is currently in the process of listing on Spotlight Stock Market and offering Swedish Depository Receipts (SDRs) to both institutional and retail investors. The offering includes up to 55,555,556 SDRs, representing new shares equivalent to approximately SEK 25 million before issue costs.

Zenith has a long history of well-timed acquisitions at attractive valuations, as demonstrated by the acquisition of oil assets in Tunisia during the COVID-19 period. Core operations remain resilient, supported by profitable gas-to-electricity and solar production in Italy, where Zenith has been active since the year 2010. In 2025, the Company executed its largest solar acquisition to date and currently holds a diversified portfolio of 64.5 MWp, expected to exceed 100 MWp before year-end. Beyond core operations, Zenith has an established legal track record. The ICC-1 arbitration concluded successfully in December 2024 with a USD 9.7M award. While ICC-2 resulted in a full dismissal of USD 130M in claims, Zenith has now submitted an annulment application, citing serious procedural irregularities and newly discovered connections between tribunal members and the Tunisian state.

The broader and most strategically significant legal process remains the ICSID arbitration, where the Company is pursuing USD 503M under the UK–Tunisia Bilateral Investment Treaty. Final submissions are scheduled for September 2025, with hearings in Q2 2026. Analyst Group estimates a 68% probability of a favorable outcome based on historical data and legal precedent.

With a stable operational base in Italy and two active legal processes that could unlock substantial upside, Zenith presents a risk–reward profile where litigation outcomes may serve as significant value catalysts.

Zenith Energy Ltd. (“Zenith” or the “Company”) announced on Wednesday, July 16th 2025, the decision of the Arbitral Tribunal regarding the claims submitted by Zenith’s fully owned Canadian subsidiary, Canadian North African Oil & Gas (“CNAOG”), in relation to the Sidi El Kilani concession (“SLK Concession”), against the Tunisian national oil company, Entreprise Tunisienne d’Activités Pétrolières (“ETAP”), under the International Chamber of Commerce in Paris (“ICC-2 Arbitration”).

The Arbitral Tribunal has issued a decision rejecting the entirety of the claims presented by CNAOG. Zenith states that its legal counsel identified and documented several serious procedural irregularities during ICC-2 why the Company now will proceed with an application for annulment of the ICC-2 award before the Swiss Federal Supreme Court in Lausanne, Switzerland. The Swiss Federal Supreme Court typically renders decisions on annulment applications within 6 to 9 months from submission.

Analyst Group’s View on the Result of the ICC-2 Arbitration

The ruling in ICC-2 represents a significant legal and financial disappointment for Zenith. The complete dismissal of the USD 130 million claim, despite the Company’s stated confidence in the merits of its case, highlights the complexity and unpredictability of international arbitration processes involving sovereign counterparties. The ruling eliminates any short-term monetary recovery from ICC-2.

Previously, Analyst Group had modeled an expected haircut-adjusted award of USD 66.9 million based on legal precedent and comparative outcomes. The decision therefore represents a result beneath even low-probability downside assumptions. However, similar full dismissals have occurred historically, especially in cases where procedural dynamics or tribunal composition have played a material role.

The Company has asserted that serious procedural irregularities has been identified and formally recorded during ICC-2, which will now form the basis for its annulment application. These were documented and will now serve as the legal foundation for the Company’s annulment application to the Swiss Federal Supreme Court. The swift and public announcement of this legal course of action underscores a proactive litigation strategy, aimed not only at contesting the outcome but also at challenging the fundamental legitimacy of the arbitral process itself, an assertion that, if substantiated, could carry significant legal weight. Should the annulment be granted, it could pave the way for the case to be re-heard before a newly constituted and impartial tribunal, which may restore part, or all, of the lost claim value. As such, the ICC-2 result, while negative in its current form, may not represent a final resolution to the dispute.

Despite this legal disappointment, Zenith’s underlying operations remain operationally resilient. High electricity prices in Italy continue to support strong revenue generation from the Company’s Italian power assets. Looking ahead, Zenith is expected to intensify legal and strategic focus on the ICSID proceedings, where Zenith currently is preparing its final written submission, scheduled for delivery in September 2025, ahead of the final hearing set for Q2 2026. A hearing is anticipated during the first or second quarter of 2026. With claims amounting to USD 503 million under the UK–Tunisia Bilateral Investment Treaty, a favorable decision under ICSID will be critical to restoring long-term shareholder value and reinforcing Zenith’s broader claims of unlawful and discriminatory treatment by Tunisian authorities.

Summary

The Arbitral Tribunal has rejected all claims in the ICC-2 arbitration related to the Sidi El Kilani concession, representing a significant legal and financial setback for the Company. In response, Zenith intends to file an annulment application before the Swiss Federal Supreme Court, citing documented procedural irregularities during the arbitration process. If granted, this decision could permit a retrial before a new tribunal. Despite the adverse outcome, the ICSID arbitration, where Zenith is pursuing USD 503 million under the UK–Tunisia investment treaty, remains fully intact and now Zenith is expected to intensify legal and strategic focus on the ICSID proceedings. Final submissions are due in September 2025, with hearings scheduled for the second quarter of 2026. Zenith’s operational performance remains stable, supported by strong cash flows from its Italian power assets, which continue to sustain the Company’s legal strategy as it seeks material recovery through ICSID.

Andrea Cattaneo, Chief Executive of Zenith, commented:

“We are outraged by the decision rendered by the Arbitral Tribunal in ICC-2.

Our position has always been – and remains – that CNAOG is entitled to substantial compensation with respect to the SLK concession. The failure to recognize the illegitimate conduct of the Tunisian authorities, following the favourable precedent set in ICC-1, is nothing short of a travesty.

Acting on the advice of Professor Thomas Clay, a globally recognized authority in international arbitration, CNAOG had already expressed serious concerns regarding the management of ICC-2. We identified and promptly documented serious and repeated procedural irregularities during ICC-2. However, due to the confidentiality provisions governing ICC-2, we were unable to disclose these irregularities publicly until now.

The Company is now considering all legal avenues. CNAOG will, without delay, file an application for annulment of the ICC-2 award before the Swiss Federal Supreme Court. Should the annulment succeed, a new arbitration will be initiated under a properly constituted and impartial tribunal.

CNAOG remains fully confident in the strength of its case and will continue to fight vigorously to achieve justice. Our immediate focus now shifts to the ICSID arbitration, where we are pursuing a US$503 million claim. The final submission is scheduled for September 2025, ahead of the final hearing in Q2 2026. At the same time, we are taking all necessary measures to enforce the ICC-1 award of approximately US$10 million.

This injustice only serves to strengthen our resolve. The Company will not hesitate to explore every legal and procedural mechanism available to ensure accountability and to vindicate its rights.”

Background to the arbitration proceedings

Zenith’s entry into Tunisia, executed in year 2020 and year 2021 during the COVID-19 pandemic, coincided with a low point in the oil price cycle. This timing initially appeared advantageous, as many competitors either went bankrupt or scaled down operations. However, following the invasion of Ukraine by Russia in February year 2022, the price of oil reversed and reached levels above USD 110, highlighting the well-timed execution. The investments in Tunisia have since been characterized by a series of arbitrary and obstructive actions by the Tunisian Government and the national oil enterprise, Enterprise Tunisienne d’Activités Pétrolières (“ETAP”), ultimately resulting in the initiation of multiple international legal disputes.

To date, three separate arbitration proceedings have been launched. Two arbitrations relate to contractual disputes arising from commercial obligations under relevant agreements and are conducted under the International Chamber of Commerce (“ICC”), referred to as “ICC-1” and “ICC-2.” The third arbitration is conducted under the International Centre for Settlement of Investment Disputes (“ICSID”) and addresses broader claims of treaty violations by the Tunisian state against the Company under applicable bilateral investment treaties. This includes the Bilateral Investment Treaty (“BIT”) between the United Kingdom and Tunisia, under which all relevant subsidiaries of Zenith were originally incorporated, having British jurisdiction. The first arbitration, ICC-1, resulted in a favorable award of USD 9.7 million. The ICC-2 arbitration involved a total claim value of USD 130 million and pertains to a contractual dispute regarding the purchase of all shares in the company CNPCIT, which holds a 22.5 % interest in the Sidi El Kilani (SLK) oil concession. The arbitration under ICSID involves claims from Zenith Group totaling USD 503 million and stems from violations of the BIT between the United Kingdom and Tunisia. The dispute concerns all of the Company’s British subsidiaries and operations in Tunisia. The combined total value of claims in the two ongoing proceedings amounts to approximately USD 633 million.

ICC-2 Arbitration: Broader Claims Arising From Contractual Breaches in the SLK Concession

Under the International Chamber of Commerce (ICC), a second arbitration proceeding was initiated to assess Zenith’s second claim within this framework, designated as ICC-2, with a total claim value of USD 130 million. The arbitration was initiated by Canadian North African Oil & Gas (“CNAOG”), announced in December year 2023 by Zenith. CNAOG, then a wholly owned subsidiary of Zenith Energy, represents the renamed entity of CNPC Tunisia and holds a 22.5 % stake in the Sidi El Kilani (SLK) oil concession.

This arbitration outlines CNAOG’s broader allegation that Tunisian authorities engaged in arbitrary and obstructive conduct, thereby preventing lawful operation and the realization of value from SLK.

The claim includes:

• Loss of production revenues and profits: CNAOG seeks compensation for foregone revenue from the SLK field between the acquisition date and concession expiry in December 2022, during a period of elevated oil prices.
• Crude allocations denied: Oil volumes owned by CNPCIT (now renamed CNAOG post-acquisition), were allegedly sequestrated, and hence never delivered or monetized.
• Unpaid oil invoices (SLK-specific): As per the crude oil in the port tanks, invoices for oil sold domestically (called DMO) were never paid.
• Loss of right to renew SLK: CNAOG also asserts that it was unlawfully denied the right to renew the SLK concession after 2022. This claim includes the projected future value of a 45% interest (combining the CNPC and KUFPEC stakes) in a renewed SLK license.