July 15, 2026

ZENITH ENERGY LTD.

("Zenith" or the "Company")

MoU for sale of 50 MWp for EUR 12 million

Zenith Energy Ltd (LSE: ZEN; OSE: ZENA; XSAT: ZENA SDR), is pleased to announce
that it has signed a Memorandum of Understanding (the "MoU") with a renewable
energy operator for the sale of a portfolio of solar development projects
located in the Piedmont region of Italy, with an aggregate expected installed
capacity of approximately 50 MWp (the "Piedmont Portfolio"), for a total
consideration of EUR 12 million (the "Proposed Transaction"). 

The projects comprising the South Piedmont Portfolio have been assembled and
advanced by Zenith over the past year through a series of acquisitions and
development activities. The aggregate acquisition and development cost of the
Piedmont Portfolio is expected to be approximately EUR 5 million upon
completion, implying a gross profit of approximately EUR 7 million on the
Proposed Transaction. 

The MoU follows the Company's announcement on July 13, 2026, that it was in
advanced discussions regarding the disposal of a solar development project and,
if completed, would represent the first monetisation of Zenith's Italian solar
portfolio.

Highlights

o	Zenith Energy's wholly owned Italian subsidiary, WESOLAR S.R.L. ("WESOLAR"),
has signed an MoU for the proposed sale of a portfolio of solar development
projects in Piedmont, Italy, with an aggregate expected capacity of
approximately 50 MWp, for a total consideration of EUR 12 million.
o	The aggregate acquisition and development cost of the portfolio is expected to
be approximately EUR 5 million (approximately EUR 100,000 per MWp), implying a
gross profit of approximately EUR 7 million upon completion of the Proposed
Transaction.
o	The proposed purchaser is an international group evaluating the acquisition of
approximately 60,000 square metres of industrial buildings in Piedmont for
conversion into a data centre.
o	The proposed data centre is located in close proximity to the solar
development projects comprising the portfolio and is intended to be supplied
with renewable electricity generated by those projects.
o	The Proposed Transaction would generate an estimated gross profit of
approximately EUR 7 million, based on an aggregate acquisition and development
cost of approximately EUR 5 million.
o	The consideration under the Proposed Transaction represents approximately 2.4
times the aggregate acquisition and development cost of the portfolio, implying
a potential gross uplift of approximately 140%.
o	The proposed consideration equates to approximately EUR 240,000 per MWp,
compared with an aggregate acquisition and development cost of approximately EUR
100,000 per MWp.
o	The Proposed Transaction provides tangible market validation of the value
being created within Zenith's wider Italian solar development portfolio, which
currently comprises approximately 193 MWp of development capacity.
o	Zenith's solar development projects in the Piedmont region comprise
approximately 97 MWp of expected installed capacity, of which approximately 50
MWp forms the subject of the Proposed Transaction.
o	If completed, the Proposed Transaction would represent the first monetisation
of Zenith's Italian solar development portfolio, demonstrating the Company's
ability to acquire, develop and monetise renewable energy assets at a
significant profit.
o	The Company intends to reinvest the proceeds of the Proposed Transaction
across its Italian solar portfolio, including the acquisition and construction
of additional projects, providing a source of non-dilutive capital for continued
growth.
o	Completion of the Proposed Transaction remains subject to confirmatory due
diligence, the negotiation and execution of definitive transaction documentation
and the satisfaction of customary closing conditions. There can be no certainty
that the Proposed Transaction will complete. Further announcements will be made
as appropriate.

Andrea Cattaneo, Chief Executive Officer, commented:

"The signing of the MoU is a major milestone for Zenith and provides clear
market validation of our Italian solar development strategy.

The Proposed Transaction contemplates the sale of a portfolio of solar
development projects in Piedmont with an aggregate expected installed capacity
of approximately 50 MWp for a consideration of EUR 12 million. Based on an
aggregate acquisition and development cost of approximately EUR 5 million, the
Proposed Transaction would generate an estimated gross profit of approximately
EUR 7 million.
This is our build-and-sell strategy in action: acquiring attractive development
projects at competitive valuations, advancing them through the development
process and selectively monetising them to realise significant value for
shareholders.

At the same time, construction of our three Puglia solar plants is progressing
well and remains on track for completion and grid connection before the end of
2026. These milestones demonstrate our ability to create value across the entire
solar development cycle, from acquisition and development through to
construction and monetisation.
Subject to completion, the Proposed Transaction would represent the first
monetisation of our Italian solar development portfolio and provide additional
non-dilutive capital to support further investment across our renewable energy
business.

Our immediate priority is to complete due diligence and execute the definitive
sale and purchase agreement, while continuing to identify and acquire new
development opportunities to replenish and expand our portfolio. This
disciplined approach of acquiring, developing and selectively monetising solar
assets creates a self-reinforcing cycle of value creation and provides a
scalable platform for the continued growth of Zenith's renewable energy
business."

Further Information:
Zenith Energy Ltd
 
Andrea Cattaneo, Chief Executive Officer
 
 	 
 
Tel: +1 (587) 315 1279
E:  info@zenithenergy.ca

 
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
LinkedIn: https://bit.ly/3A5PRJb

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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. 

 
MAR article 7 and is publicly disclosed in accordance with MAR\
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