Zenith Energy Regulatory News (ZEN)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR TO U.S. PERSONS.

This announcement is an advertisement for the purposes of the Prospectus Rules of the UK Financial Conduct Authority ("FCA") and not a prospectus and not an offer to sell, or a solicitation of an offer to subscribe for or to acquire, securities in any jurisdiction, including in or into the United States, Australia, the Republic of South Africa or Japan. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the prospectus (the "Prospectus") published on 5 January 2017 by Zenith Energy Ltd. in connection with the proposed admission of its common shares ("Common Shares") to the standard listing segment of the Official List maintained by the FCA (the "Official List") and to trading on the London Stock Exchange plc's (the "London Stock Exchange") main market for listed securities (the "Main Market"). Copies of the Prospectus are available for inspection online at www.zenithenergy.ca, www.SEDAR.com and at the offices of Dechert LLP at 160 Queen Victoria Street, London EC4V 4QQ, United Kingdom.

Zenith Energy Ltd.

("Zenith" or "the Company")

Admission to trading on the London Stock Exchange

and Completion of Placing

Zenith Energy Ltd. is pleased to announce that its entire Common Share capital, consisting of 98,564,867 Common Shares, will be admitted to the standard listing segment of the Official List of the FCA and to trading on the London Stock Exchange's Main Market under the ticker symbol "ZEN".

Admission will become effective and dealings will commence at 8.00 a.m. today, 11 January 2017.

The placing successfully raised approximately £2,332,550 before expenses via the issue of 33,322,143 Common Shares at the placing price of £0.07 per share (the "UK Placing"). The net proceeds of the UK Placing are approximately £2,015,922.

The net proceeds of the UK Placing will be used by the Company to provide additional funding for debt repayment, to provide additional funding for the Company's development and appraisal activities in Azerbaijan, Italy and Argentina and to provide additional working capital.

Andrea Cattaneo, Zenith Energy CEO commented:-

"We are pleased to have successfully completed Zenith's admission to trading on the London Stock Exchange's main market. We believe that the Company's listing on the Official List will provide a supportive platform to help us achieve our ambitious growth objectives."

For further information please contact:-

Forward-looking information

This news release contains certain forward‐looking information and statements relating, but not limited, to the Admission, the Company's growth objectives and the effect of the Admission thereon, and the proposed use of proceeds for the UK Placing. Forward-looking information typically contains statements with words such as "anticipate", "plan", "estimate", "expect", "potential", "could", "will", or similar words suggesting future outcomes. The Company cautions readers not to place undue reliance on forward‐looking information as by its nature, it is based on current expectations regarding future events that involve a number of assumptions, inherent risks and uncertainties, which could cause actual results to differ materially from those anticipated by Zenith. In addition, the forward‐looking information is made as of the date hereof, and the Company and Optiva Securities Limited ("Optiva") and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statements contained in this document to reflect any change in their expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

Forward‐looking information is not based on historical facts but rather on management's current expectations and assumptions regarding, among other things, plans for and results of drilling activity and testing programs, future capital and other expenditures (including the amount, nature and sources of funding thereof), continued political stability, and timely receipt of any necessary government or regulatory approvals. Although the Company believes the expectations and assumptions reflected in such forward‐looking information are reasonable, they may prove to be incorrect. Forward‐looking information involves significant known and unknown risks and uncertainties. A number of factors could cause actual results to differ materially from those anticipated by Zenith including, but not limited to, risks associated with the oil and gas industry (e.g. operational risks in exploration; inherent uncertainties in interpreting geological data; changes in plans with respect to exploration or capital expenditures; interruptions in operations together with any associated insurance proceedings; the uncertainty of estimates and projections in relation to costs and expenses and health, safety and environmental risks), the risk of commodity price and foreign exchange rate fluctuations, the uncertainty associated with negotiating with foreign governments and risk associated with international activity, including the risk of political instability.

Disclaimer

This announcement does not constitute an offer for sale of, or a solicitation to purchase or subscribe for, any securities in the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the ''United States'') nor will it form the basis of any contract for the purchase of or subscription for any securities nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Common Shares which are the subject of the UK Placing have not been and will not be registered under the U.S. Securities Act of 1933 , as amended (the "U.S. Securities Act"), or the securities laws of any state or other jurisdiction of the United States and may not be, offered, sold, resold, transferred, delivered or distributed, directly or indirectly, within, into or in the United States or to or for the account or benefit of U.S. persons (as defined in Rule 902 under the Securities Act) except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the U.S. Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. Terms used in this paragraph have the meanings given to them by Regulation S, promulgated under the U.S. Securities Act.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The UK Placing and the distribution of this announcement and other information in connection with admission and the UK Placing in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.

Optiva, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Zenith and no one else in connection with the UK Placing and will not regard any other person as its client in relation to the UK Placing and will not be responsible to anyone other than Zenith for providing the protections afforded to its clients or for giving advice in relation to the UK Placing or the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Neither Optiva nor any of its respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Zenith or its subsidiaries, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.