Comment on Zenith’s Completion of Private Placement


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.

 

  1. 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.

 

  1. 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.