Zenith Energy

First Emmerson. Second GreenX. Now Zenith.

Good Morning Team.

Note: This post may be too long for email, so click here to read the full piece.

In another life, I would never have met my wife, and would have gone down the Magic Circle law route.

Fortunately, I was rescued from that particular personality extraction surgery, as one of her red lines was a desire to raise our children outside of London.

Down here though, the few legal career choices include specialising in probate (angry people wanting to contest wills), family (angry people wanting to contest divorces) and real estate (angry people wanting their house purchase completed in less than a month).

None of these appealed to me, so I cast my eyes around for a different route, which has seen me working with some of the largest financial institutions in the UK and beyond - and on the side, writing the occasional small cap analysis you all know and love.

But sometimes, that legal background comes in handy in the case of specific arbitration stocks in the resource space.

Most claims are legally hopeless.

Emmerson’s is strong, though early days. GreenX is basically watertight (bar a genuine blackswan).

Zenith’s may well be the best arbitration play there is on its pure risk-reward profile, though it’s taken me a while to get my head around it.

As ever, this IS NOT LEGAL OR FINANCIAL ADVICE. This is high risk investing for experienced individuals capable of making your own sovereign decisions.

Please also remember three things:

Zenith enjoys a market capitalisation of just £23 million.

This is not the entire technicals of the legal case - which unless you are a specialist, you simply won’t be able to appreciate.

Regardless, this is not actually that complex.

Tunisia has just breached contract.

What I’ve tried to do is condense the details into something intelligible.

Third, it’s not just the details of the legal cases, it’s the spirit of the law, the feel of how Tunisia has acted. They’re simply in the wrong.

Grab an Irish Coffee, you’ll be here a while.

Let’s dive in.

Zenith Energy: The Legal Case

When a foreign government seizes your assets, refuses to pay for oil you’ve already produced, and then systematically obstructs your ability to operate, most small companies fold.

They lack the resources, the resolve or the risk appetite to fight sovereign states in international courts.

Zenith Energy, like those others I’ve covered, is not most companies.

What’s unfolding is a David versus Goliath story with an unusual twist: David has already landed one blow, he’s armed with some of the world’s top legal talent, and the tribunal judges seem to be taking his side.

The market is pricing Zenith at roughly £23 million. The company is pursuing claims worth over £500 million against Tunisia across multiple arbitrations. Even if you’re deeply sceptical about their chances, the asymmetry is there.

This is a bet on international law working as it’s supposed to — and on Tunisia eventually being forced to pay for behaviour that multiple tribunals have already started calling arbitrary and unlawful.

What makes this particularly compelling is the details that emerge when you dig into the procedural orders, tribunal decisions and legal maneuvering.

Tunisia’s legal counsel has resigned mid-case.

The ICSID tribunal has rejected Tunisia’s bifurcation request ‘in very severe terms’ and ordered them to stop criminal investigations against Zenith.

One tribunal has already awarded Zenith $9.7 million for ETAP’s failure to pay for oil.

And the composition of the three-member ICSID tribunal — the one hearing the $572 million claim — statistically favours claimants by a significant margin.

Good Faith Meets Bad Actors

Our story begins in 2021, during the depths of the pandemic when oil prices had cratered and energy companies worldwide were retreating from risk. While the industry consensus was to hunker down and preserve capital, Zenith Energy’s management saw opportunity.

CEO Andrea Cattaneo, who owns >10% of the company, made a contrarian bet: investing in Tunisian oil assets when almost everyone else was actively trying to leave the country.

In March 2021, Zenith announced the acquisition of Ecumed Petroleum Zarzis Ltd (EPZ), which held a 45% interest in the Ezzaouia concession and 50% ownership of MARETAP, the joint operating company for the field.

The following month, they acquired Ecumed Petroleum Tunisia Ltd, which held a 100% interest in the Robbana and El Bibane concessions.

Then in November 2021 came the big one: Zenith’s subsidiary ZOA entered a share purchase agreement to acquire 100% of Canadian North Africa Oil and Gas Limited (CNAOG), previously a subsidiary of China National Petroleum Corporation, one of the world’s largest state-owned energy companies.

CNAOG was the crown jewel.

It held an undivided 22.5% interest in the North Kairouan permit and the Sidi El Kilani Concession, plus 25% of the issued share capital of CTKCP, the operating company of Sidi El Kilani.

This was a field with proven reserves and production history, acquired from a Chinese state giant at pandemic-depressed valuations.

All of these acquisitions were performed in accordance with applicable laws. All were duly notified to local authorities. The Tunisian Ministry of Industry, Mines, and Hydrocarbons was fully informed and had previously recognised similar transactions —including Zenith’s own earlier acquisitions of Ecumed Petroleum Tunisia Ltd and EPZ.

Then something changed.

For reasons the company describes as ‘unknown and devoid of any legal grounding,’ the Tunisian State, represented by the Ministry of Industry, Mines, and Hydrocarbons, arbitrarily refused to recognise the CNAOG acquisition. Not because anything was done improperly — the acquisition followed exactly the same process as earlier deals Tunisia had approved.

Simply because they decided not to.

The fuckers.

This was just the beginning of what would become a systematic campaign of obstruction, expropriation, and breach of contract that has now spawned three major international arbitrations and claims approaching $640 million.

Tunisia’s conduct followed a pattern that became clearer over time.

They would block oil sales, preventing Zenith’s subsidiaries from generating revenue despite continued production.

They would refuse to process export permissions for oil sitting in storage tanks.

They would terminate concessions without proper legal basis.

And most brazenly, when Zenith’s subsidiaries managed to produce and sell oil through ETAP (Tunisia’s national oil company), ETAP simply wouldn’t pay.

Meanwhile, Zenith’s subsidiaries were required to continue funding salaries, environmental compliance and technical upkeep of assets —approximately $2 million in costs to date for the Robbana and El Bibane concessions alone.

Production that should have generated substantial revenue during the period of record high oil prices in 2022-2023 instead drained cash as Tunisia systematically prevented monetisation.

By early 2023, Zenith had exhausted every diplomatic avenue. They had tried negotiation, mediation and appeals to reason over more than six months — satisfying the requirements under Article 8 of the UK-Tunisia Bilateral Investment Treaty before proceeding to arbitration.

Tunisia wasn’t interested in settlement.

So Zenith did something that shocked the market: they went on the offensive. And they did it without third-party litigation funding, meaning no specialist firms like Burford Capital or Litigation Capital Management taking 2-5x their investment or up to 50% of any award.

Yeah, that’s novel even to me.

Every dollar won would flow to Zenith and its shareholders.

First Blood: Conservative Seizure and ICC-1 Victory

Zenith’s first major move came in July 2023 with an announcement that caught many by surprise: they had successfully obtained a ‘conservative seizure’ for approximately $6.5 million sitting in ETAP’s Swiss bank account.

Under Swiss law, a conservative seizure is a pre-judgment remedy that freezes assets to prevent them from being dissipated or moved while legal proceedings unfold. Zenith had gone to Switzerland, presented evidence of ETAP’s contractual breach, and convinced the Swiss authorities to lock down the funds.

The message was clear: Zenith wasn’t going to accept Tunisia’s obstruction passively, and they were willing to pursue enforcement mechanisms aggressively across multiple jurisdictions.

On 1 November 2023, Zenith formalised the dispute by initiating ICC arbitration proceedings against ETAP, seated in Paris. The case was straightforward: EPZ (Zenith’s Barbados-registered subsidiary) had produced and sold oil through the Ezzaouia concession.

ETAP had received the oil and sold it onward.

But ETAP had never paid EPZ for the oil it had received. This wasn’t a complex treaty dispute about expropriation or regulatory treatment — it was simple breach of contract.

Tunisia’s reply was defensive.

Later that month, ETAP requested that the Republic of Tunisia itself be added as co-defendant, attempting to broaden the case and potentially complicate proceedings.

The tribunal rejected this request and ordered ETAP to pay approximately €120,000 in costs for the failed gambit. This early procedural win was significant — it showed the tribunal wasn’t interested in letting ETAP shift responsibility to the sovereign state, and it imposed immediate financial consequences for procedural maneuvering.

The tribunal convened for hearings in April 2024, and by all accounts, the proceedings went smoothly for Zenith. Their legal team was led by Professor Thomas Clay from Clay Arbitration and Charles Russell Speechlys Paris — both specialists in international arbitration with strong track records.

The decision came in December 2024, and it was unequivocal.

The tribunal ordered ETAP to pay $6,139,539 in principal — an amount adjusted from the original $6.5 million to reflect changes in Brent crude oil prices used as the basis for calculation.

But the tribunal didn’t stop there.

They added $2,700,000 in late payment interest calculated from 1 November 2023 (the date ICC arbitration was initiated) through the decision date, with interest continuing to accrue until full payment is made.

They also awarded $395,000 as reimbursement for procedural costs associated with the arbitration and $450,000 in legal costs.

Total award: $9.7 million as of 19 December 2024, with interest continuing to accrue at 14% monthly compounded until full payment is made. As of February 2026, the total amount now exceeds $11 million, immediately enforceable and not subject to appeal under Article 35.6 of the ICC Rules.

But the financial impact, while significant, wasn’t the only important outcome.

It established precedent.

An international tribunal had looked at Tunisia’s conduct toward Zenith’s subsidiaries and concluded that contractual obligations were breached, that damages were warranted, and that full compensation — including interest and costs — was appropriate.

Cattaneo’s statement after the award was telling:

‘We are very pleased to have now concluded the first chapter of our journey in international legal arbitrations with a victory, confirming the merit of our position and representing formal recognition of the damages we have suffered because of the arbitrary conduct of the Tunisian authorities. Our sole focus shall now turn to the ICC-2 and ICSID arbitrations with the goal of seeking redress for the significant damages the Company has suffered in Tunisia in relation to its oil production and development portfolio, with claims of US$130 million and US$503 million respectively.’

Note that phrase: ‘first chapter.’

This was never meant to be the end game. This was proof of concept — evidence that when Zenith takes Tunisia to international tribunals, they can win.

The ICC-1 award is now in enforcement proceedings. Under the New York Convention, ICC awards are enforceable in over 160 countries.

While enforcement against sovereign entities can take time —typically anywhere from months to a few years depending on jurisdiction and whether the respondent cooperates or fights — the historical success rate is high.

The tribunal declared the award ‘immediately enforceable and capable of being granted execution by any competent court,’ meaning Zenith can pursue enforcement in UK courts, French courts (where the arbitration was seated) or any other jurisdiction where ETAP or Tunisia has attachable assets.

The maximum realistic timeline for enforcement is probably five years if Tunisia fights every step, though for a relatively modest sum like $11 million against a country with a $50 billion GDP, it could be much faster.

Tunisia has the money.

The question is simply how long they choose to delay payment and whether they want to damage their reputation in international capital markets by refusing to honour a clear arbitral award.

ICC-2 and the Quest for Annulment

On 6 December 2023, Zenith initiated what would become the most controversial of its arbitrations: ICC-2, filed by CNAOG against the Republic of Tunisia directly over the Sidi El Kilani concession.

The case was initially seated in Paris but later moved to Geneva for undisclosed procedural reasons.

The case was substantial and carefully documented, with damages calculated at $130 million by expert consultants considering four main components: CNAOG’s lost production revenue and associated profitability during the period of high energy prices from the SLK Concession until its initial expiry in December 2022; the volume of crude oil produced from the concession and allocated to CNAOG upon completion of the acquisition; unpaid invoices for oil production by ETAP; and the value of the 45% interest in the renewal of the SLK Concession.

For ICC-1 and ICC-2, Zenith was represented by Charles Russell Speechlys Paris (CRSS), a leading British firm operating from their Paris branch, alongside Professor Thomas Clay, a globally recognised authority in international arbitration. Professor Clay’s credentials are exceptional — he was personally mandated by President Macron to draft France’s new arbitration law, cementing his position as one of the world’s foremost specialists in the field.

The final hearings took place during the week of 24 February 2025, following a pre-hearing session on 20 February. By this point, CNAOG had submitted extensive pleadings and supporting documents.

The legal team was confident. The facts seemed clear: Tunisia had arbitrarily refused to recognise a lawful acquisition, depriving CNAOG of its contractual rights and the economic value of a producing concession during a period of historically high oil prices.

Then came 16 July 2025. The tribunal issued its decision:

All claims rejected. No monetary award.

On the surface, this looked devastating. The market certainly treated it that way, and understandably so — a complete loss on a $130 million claim is material.

But the decision itself and the circumstances surrounding it raised serious questions about the integrity of the proceedings.

The tribunal issued a 70 page arbitral award with only six pages of reasoning to dismiss $130 million in claims.

Six pages.

To put this in perspective, the ICC-1 award that ruled in Zenith’s favor was more thoroughly reasoned despite being a simpler breach of contract case for a smaller amount.

Legal awards, particularly those involving complex treaty claims and expert testimony on damages, typically require detailed analysis of each argument presented, application of relevant legal standards, and explanation of why particular evidence was credited or rejected.

Zenith’s legal counsel immediately flagged the problem. Professor Thomas Clay and Charles Russell Speechlys Paris (who had also been involved in the successful ICC-1 case) stated publicly:

‘After 32 months of proceedings, marked by numerous incidents that the Arbitral Tribunal proved unable to resolve and equally unable to maintain proper control over the proceedings, the Tribunal has issued a 70-page arbitral award, with only 6 pages of reasoning, dismissing all claims totalling US$130 million. This was done while refusing to apply the applicable legal rules and contradicting a prior arbitral award.’

That last point is crucial.

The ICC-2 tribunal reached conclusions that directly contradicted findings in ICC-1 — same defendant, same pattern of conduct, different outcome.

In ICC-1, Tunisia’s actions through ETAP were found to be contractual breaches warranting full damages.

In ICC-2, similar actions were apparently acceptable.

But the procedural issues went deeper than just inadequate reasoning:

‘Acting on the advice of Professor Thomas Clay, a globally recognised authority in international arbitration, CNAOG had already expressed serious concern... however, due to the confidentiality provisions governing ICC-2, we were unable to disclose these irregularities until now.’

What were these irregularities? The company documented ‘countless cases of procedural irregularities’ that were ‘systematically recorded as formal objections’ during the proceedings. These objections, which couldn’t be disclosed publicly while the case was ongoing due to ICC confidentiality rules, would form the basis of the annulment application.

Then came the most serious allegation: following investigations conducted after the ICC-2 decision, Zenith identified ‘previously undisclosed connections between members of the Arbitral Tribunal and the Republic of Tunisia.’

The tribunal composition itself is public information.

It was chaired by Cecilia Carrara of Legance in Rome. The Tunisian appointee was Walid Ben Hamida, a Paris-based academic. Zenith’s appointee was Mélanie Van Leeuwen, founder of the Paris boutique firm Vanguard.

The allegation of undisclosed connections — which Zenith says they only discovered after the adverse award when they had reason to investigate — strikes at the heart of arbitral integrity.

Tribunal members are required to disclose any relationships or circumstances that could reasonably give rise to doubts about their independence or impartiality. If such connections existed and weren’t disclosed, that’s grounds for annulment under Swiss law.

Professor Clay didn’t mince words in his public statement:

‘This award is marked by a significant number of procedural irregularities that compromised the fair and impartial conduct of the arbitration proceedings. The flawed and perfunctory reasoning of the award, covering a mere 6 pages, is emblematic of a dysfunctional legal process, which as we have since discovered, also includes highly disappointing undisclosed relations between members of the Arbitral Tribunal and the Republic of Tunisia. These serious grounds should lead to its annulment.’

On 15 September 2025, CNAOG filed its application for annulment with the Swiss Federal Supreme Court in Lausanne. On 17 October, the court accepted the application, and Zenith paid the CHF 200,000 (approximately £185,000) procedural fee.

The clock started ticking — Swiss courts typically render decisions on annulment applications within 6 to 9 months from submission, meaning a decision should come between April and July 2026.

Zenith engaged Charles Russell Speechlys Geneva, led by Pierre Bydzovsky, to handle the annulment proceedings.

Bydzovsky specialises in Swiss arbitration law and has experience with annulment applications before the Swiss Federal Supreme Court.

It’s worth understanding what annulment applications are and aren’t (for those of you without any law degrees).

This isn’t an appeal on the merits where a higher court reconsiders whether the tribunal reached the right conclusion on the facts and law. Swiss courts, like most jurisdictions, are very reluctant to second-guess tribunals’ substantive decisions.

Annulment is available only for serious procedural defects: lack of proper constitution of the tribunal, lack of jurisdiction, exceeding authority, violation of due process, and incompatibility with public policy.

It’s essentially a specific kind of judicial review.

The grounds Zenith is advancing appear to be primarily due process violations (the tribunal failing to properly consider arguments and provide adequate reasoning) and potential challenges to the tribunal’s proper constitution (if undisclosed connections affected independence and impartiality).

These are exactly the kinds of issues Swiss courts will examine.

The success rate for ICC annulment applications before the Swiss Federal Supreme Court isn’t publicly tracked in complete detail, but industry estimates suggest roughly 20-25% of applications succeed in obtaining full or partial annulment.

That’s not a high success rate, but it’s also not negligible —particularly when the application is backed by a leading arbitration professor’s assessment of ‘serious procedural irregularities’ and allegations of undisclosed tribunal connections.

What happens if the annulment succeeds? The ICC-2 award would be set aside, and CNAOG would have the right to initiate new arbitration proceedings before a properly constituted tribunal.

The case would start over, but this time with potentially better procedural protections and a tribunal without the alleged conflicts.

What happens if it fails? The $130 million claim is dead, and Zenith takes a significant loss on ICC-2.

CEO Andrea Cattaneo’s statement after filing the annulment was notably pointed:

‘The ICC-2 award, which directly contradicted the outcome of ICC-1, was the result of a flawed arbitration process marred by procedural irregularities and, as we have now uncovered, undisclosed connections between members of the Arbitral Tribunal and the Republic of Tunisia. From the outset of our investment in Tunisia, we have been confident in the strength of our legal position — a position unequivocally validated by the ICC-1 decision. For this reason, our confidence in the merits of CNAOG’s claims remains unchanged.’

There’s something worth noting about the timing of when Zenith discovered these alleged undisclosed connections. They claim it was only after the adverse award that they conducted investigations and found this information.

Some might view this cynically — of course they’d look for problems after losing. But there’s logic to it: before the adverse award, why would they investigate for wrongdoing if they believed their arguments were strong enough to win on the merits?

You don’t normally assume your tribunal is compromised unless you get a result that seems impossible to reconcile with the facts and law presented. The unexpectedly adverse outcome, combined with the inadequate reasoning, would naturally trigger closer scrutiny of the process itself.

The market has largely written off ICC-2 as a loss, and that’s probably the right base case assumption. Annulment applications are difficult to win, and even if Zenith’s allegations are credible, courts often find ways to uphold awards unless the procedural defects are truly egregious.

But writing it off entirely at zero probability also seems wrong —there’s a reasonable chance the Swiss court finds merit in the procedural concerns, particularly given that Professor Clay (who has participated in approximately 100 arbitration proceedings as chairman, sole arbitrator, co-arbitrator and counsel) has staked his professional reputation on these allegations.

More importantly, even if ICC-2 remains a loss, it doesn’t meaningfully impact the core investment thesis. ICC-2 was always the smallest of the three main claims economically. The real value is in ICSID, which represents over 85% of the total claimed amount and operates under completely different procedural rules with a different tribunal.

The ICC-2 loss doesn’t create negative precedent for ICSID because they’re different types of proceedings with different applicable law; ICC-2 was primarily a contract claim, while ICSID is fundamentally a treaty claim under the UK-Tunisia Bilateral Investment Treaty.

If anything, the ICC-2 controversy may have actually helped ICSID by giving Zenith’s legal team a cautionary tale about tribunal management and providing additional evidence of Tunisia’s willingness to engage in questionable conduct to avoid liability.

The Big One: $572 Million and the ICSID Arbitration

If ICC-1 was the proof of concept and ICC-2 was the controversy, the ICSID arbitration is the main event; the case that will determine whether Zenith’s shareholders see life-changing returns or merely collect the ICC-1 award and move on.

Filed on 7 June 2023 before the International Centre for Settlement of Investment Disputes in Washington (an institution operating under the World Bank’s auspices), this case represents Zenith’s consolidated claim for all the damages Tunisia inflicted through its systematic obstruction, expropriation and breach of the UK-Tunisia Bilateral Investment Treaty (1989).

The claimants are three UK-registered, wholly-owned Zenith subsidiaries: Zenith Energy Africa Ltd (ZEAL), Zenith Overseas Assets Ltd (ZOAL), and Compagnie du Désert Ltd (CDD).

The respondent is the Republic of Tunisia.

The language of the arbitration is French, which is why many of Zenith’s legal advisors and expert consultants are based in Paris.

Happily, I speak both French and Italian, so no stress there.

The case is registered under No. ARB/23/18, and basic procedural information is publicly available on the ICSID website.

The original claim filed in June 2023 was for ‘at least US$48 million’ — that phraseology ‘at least’ was important, signalling that the amount might increase as the full scope of damages became clear through discovery and expert analysis.

The arbitration was launched following what Zenith described as ‘unreasonable and arbitrary obstructions’ relating primarily to the development of the Sidi El Kilani and Ezzaouia concessions —obstructions that violated Tunisia’s obligations under the bilateral investment treaty.

The claim evolution tells its own story.

In August 2024, Zenith appointed expert consultants to reassess the quantum of damages. A further reassessment was conducted in September 2025 by TWCOG LLP, a leading advisory firm and quantum expert based in London and Singapore. TWCOG, working with Chapman Hydrogen and Petroleum Engineering Ltd (a Calgary-based professional engineering firm with over 50 years of experience in reserves evaluation), had ‘reappraised the claimed amount…considering various additional breaches and obstructions.’

The revised claim announced in September 2025: $572.65 million. The precision of that figure ($572.65 million, not $575 million or $600 million) suggests careful calculation rather than throwing out a number to anchor negotiations high. When you see that level of specificity, it implies expert witnesses are prepared to defend every component under cross-examination.

Procedural Wars: Tunisia’s Strategy and the Tribunal’s Response

What makes the ICSID case particularly revealing is what has happened procedurally over the nearly three years since filing.

Tunisia’s litigation strategy has been aggressive, and the tribunal’s responses to that strategy have been consistently favorable to Zenith.

Start with Tunisia’s legal counsel.

On 18 March 2024, Anima Dispute Resolution, an international law firm specialising in international arbitrations that Tunisia had appointed as specialist counsel for the ICSID case, resigned from their mandate with immediate effect.

No explanation was provided publicly, but law firms don’t typically resign from major cases mid-stream unless there are serious problems — either with the client, the case merits, or both. This left Tunisia scrambling to reconstitute their legal team while proceedings continued.

Tunisia’s current counsel of record is Curtis, Mallet-Prevost, Colt & Mosle LLP, one of the larger sovereign-side international investment dispute settlement firms in the world, with $150 billion across claims and a strong track record in UK and US courts.

They market themselves as leaders in defending governments facing serious claims under investment treaties. They’re the firm that won Tunisia the ICC-2 case. So Tunisia has competent counsel now, but the mid-case resignation by their original firm isn’t a good look.

In November 2024, Tunisia requested bifurcation — essentially asking the tribunal to split the proceedings into separate phases, first addressing jurisdictional objections before reaching the merits. Bifurcation requests are common defensive tactics in investment treaty arbitration, designed to potentially dispose of the case early on jurisdictional grounds and, even if unsuccessful, to delay merits proceedings by months or years.

Tunisia submitted their bifurcation request on 15 November 2024. Zenith filed observations in response on 29 November, accompanied by supporting legal authorities referenced as CL-134 and CL-161 (the CL stands for claimant and the numbers are citation references to legal precedents or authorities).

Tunisia’s request raised three jurisdictional objections, all derived from Article 25 of the ICSID Convention.

The tribunal’s response, issued on 23 December 2024, was devastating for Tunisia. The decision ‘fully rejected’ the bifurcation request ‘in very severe terms’ — that phrasing from Zenith’s announcement is notable.

Tribunals typically use measured, diplomatic language in their orders. For Zenith to characterise the rejection as being in very severe terms suggests the tribunal found Tunisia’s request not just meritless but perhaps inappropriately argued or timed.

The tribunal’s written decision, according to Procedural Order No. 7, noted that Tunisia’s sole reliance on Article 42 of the ICSID Arbitration Rules to support their bifurcation request ‘greatly weakens their argument.’

There’s a regulation stating that to properly cover all grounds for bifurcation, you should also request under Article 44, which Article 42 actually refers to. Tunisia’s lawyers had failed to cite the appropriate rule — a basic procedural error that undermined their entire request.

A child would know to do this, and they didn’t.

More damningly, the tribunal observed that Tunisia’s bifurcation request ‘seemed more like a memorandum on competence than a request for bifurcation.’

In other words: this wasn’t a genuine procedural motion based on serious jurisdictional concerns; it was an attempt to re-litigate the merits disguised as a jurisdictional objection.

The bifurcation rejection matters for several reasons.

First, it shows the tribunal isn’t sympathetic to Tunisia’s delaying tactics.

Second, it suggests the tribunal has preliminarily reviewed the jurisdictional issues and believes Zenith’s claims fall within ICSID’s mandate — otherwise, they might have granted bifurcation to dispose of the case early.

Third, it means the case proceeds directly to merits without months or years of jurisdictional wrangling.

But Tunisia’s procedural difficulties didn’t end there.

Tunisia also tried to avoid arbitration altogether by arguing that since Zenith had stated a preference for mediation over arbitration, the arbitration request should be considered moot.

This was a creative but ultimately desperate argument.

Article 8 of the UK-Tunisia BIT establishes a clear dispute settlement mechanism: first, parties should explore alternatives for six months to see if proceedings can be avoided (efficiency); second, if that fails, there’s optional mediation; third, either party may proceed to arbitration.

The treaty explicitly states: ‘In the event of a disagreement as to the choice of conciliation or arbitration as the most appropriate procedure, the national concerned has the right to choose.’

The ‘national concerned’ means the investor, not the state.

Zenith’s UK subsidiaries had the right to choose arbitration, regardless of whether they might have preferred mediation in an ideal world. Tunisia’s argument essentially tried to unilaterally eliminate Zenith’s treaty rights based on an expressed preference —as if saying ‘I’d prefer to settle’ meant you weren’t allowed to litigate if settlement failed.

The tribunal didn’t buy it. They rejected Tunisia’s mediation argument and proceeded with arbitration.

Then came the cost advance dispute.

ICSID issued a request for both parties to pay an advance on costs — standard procedure to fund tribunal fees, administrative expenses and other arbitration costs.

Zenith paid their share promptly.

Tunisia refused, calling the request ‘abusive’ and questioning whether Zenith could even afford to reimburse costs if Tunisia ultimately won.

This was remarkable for several reasons.

First, cost advances in ICSID arbitration aren’t abusive — they’re required by the institutional rules to which Tunisia agreed when signing the treaty.

Second, Tunisia’s argument that Zenith might not be able to pay if Tunisia won was both speculative and irrelevant to Tunisia’s own obligation to fund the proceedings.

Third, refusing to pay is exactly the kind of obstruction that violates the ‘good faith’ obligations inherent in treaty arbitration.

It also makes it look like Tunisia doesn’t like paying for things it should.

Maybe their legal team is just shit.

Genuinely, this is a lot of very weak tactics.

Zenith’s response invoked Article 47(1)(a) of the ICSID Arbitration Rules, which allows parties to request provisional measures ‘to prevent an act likely to cause actual or imminent harm to that party or prejudice the arbitration process.’ They argued that Tunisia’s refusal to pay compromised ‘access to justice and the effectiveness of procedural rights.’

The tribunal agreed.

In Procedural Order No. 5, they ordered Tunisia to pay their half of the cost advance — no more, no less. But the fact that the tribunal needed to issue an order compelling Tunisia to comply with basic procedural requirements speaks volumes about Tunisia’s approach to the litigation.

Perhaps most extraordinary was what came next: the tribunal ordered Tunisia to stop criminal investigations into Zenith.

Think about that.

In the middle of international arbitration proceedings, Tunisia had apparently initiated criminal investigations targeting Zenith or its subsidiaries.

The tribunal found these investigations to be ‘decidedly unnecessary’ and potentially disruptive to the arbitration, ordering them to cease. They then instructed both parties ‘to operate in good faith to preserve the proper conduct of the proceedings.’

A tribunal doesn’t order a sovereign state to stop criminal investigations unless it believes those investigations are pretextual harassment designed to intimidate or obstruct. This isn’t a finding on the merits of the ICSID case itself, but it’s yet another strong signal that the tribunal sees Tunisia as acting in bad faith.

All of these procedural skirmishes paint a clear picture: Tunisia is fighting this case with every tool available, including tactics the tribunal has found inappropriate. And the tribunal has consistently sided with Zenith when ruling on procedural matters.

That doesn’t guarantee Zenith will win on the merits — tribunals are often very strict on procedure while still finding for respondent states on substance.

But it’s a good sign.

In December 2024, after Tunisia won the ICC-2 case, they requested that the ICC-2 award be included in the ICSID case files for the tribunal’s consideration.

Zenith opposed this on several grounds: ICC awards are confidential unless all parties agree to disclosure (Tunisia hadn’t gotten CNAOG’s consent), and Zenith found it hypocritical that Tunisia wanted to include their ICC-2 win but not Zenith’s ICC-1 win.

The tribunal decided to ‘accept the application’ but noted that admitting the ICC-2 award into evidence ‘doesn’t automatically make it relevant, so it must be decided on separately.’

This was probably the right call legally — parties should generally be able to introduce evidence they believe is relevant, and the tribunal can decide what weight to give it.

But the tribunal’s careful language about relevance suggests they understand the ICC-2 award doesn’t necessarily have any bearing on treaty claims under the UK-Tunisia BIT.

UK-Tunisia Bilateral Investment Treaty: Why Zenith’s Claims Likely Have Merit

The foundation of the entire ICSID case is the UK-Tunisia Bilateral Investment Treaty (BIT) of 1989. This treaty is unusually short, which actually makes analysis simpler. There’s less room for creative interpretation when the text is straightforward.

The key provisions are as follows:

Definition of ‘Investment’: The treaty defines investment as ‘every kind of investment admitted into the territory of one Contracting Party in accordance with its laws and regulations.’ It explicitly includes movable and immovable property, economic interests such as shares, claims to money or performance under contract, intellectual property rights, goodwill, and — crucially — ‘business concessions.’

That last item eliminates one of the worst-case scenarios for Zenith: the tribunal finding that oil concessions don’t qualify as protected investments under the treaty. The treaty explicitly contemplates business concessions as investments. Zenith’s Sidi El Kilani and Ezzaouia concessions clearly fall within this definition.

The treaty also mentions ‘claims deriving from a contract,’ which matters because Zenith had contractual relationships with Tunisia when acquiring and operating these concessions. As long as the acquisitions were performed ‘in accordance with (Tunisia’s) laws and regulations’ — which all evidence suggests they were — these qualify as protected investments.

Admission and Non-Discrimination: The treaty states: ‘Each Contracting Party shall encourage and create favorable conditions for nationals of the other Contracting Party to invest capital in its territory, and, subject to its right to exercise powers conferred by its laws, shall admit such capital.’

Tunisia didn’t just fail to create favourable conditions — they actively obstructed investments that had already been admitted.

They refused to recognize the CNAOG acquisition despite it being lawfully completed. They blocked oil sales from producing fields. They terminated concessions without proper legal basis. This appears to violate the treaty’s core purpose.

Fair and Equitable Treatment (FET): Every modern investment treaty has some version of this standard, and the UK-Tunisia BIT is no exception: ‘Investments of nationals or companies of either Contracting Party shall at all times be accorded fair and equitable treatment and shall enjoy full protection and security in the territory of the other Contracting Party.’

‘Fair and equitable treatment’ has been interpreted by countless tribunals over decades. While there’s nuance in the case law, the basic standard is that states can’t act arbitrarily, and can’t frustrate investors’ legitimate expectations formed on the basis of state representations, and can’t deny justice to foreign investors.

Tunisia’s conduct toward Zenith — refusing to recognise lawful acquisitions, blocking oil sales without justification, terminating concessions arbitrarily and allowing ETAP not to pay for oil received, looks like textbook FET violations.

Most Favoured Nation (MFN) Treatment: The treaty requires that Tunisia treat UK investors no less favourably than it treats its own nationals or nationals of any third country. If Tunisia allowed Tunisian companies to operate oil concessions without the obstructions they imposed on Zenith, that’s MFN discrimination. If they recognised similar acquisitions by other companies but not Zenith’s CNAOG acquisition, that’s also MFN discrimination.

Expropriation Protections: The treaty addresses expropriation directly: ‘The investments of nationals or companies of either Contracting Party shall not be nationalised, expropriated or subjected to measures having effect equivalent to nationalisation or expropriation...except for a public purpose related to the internal needs of that Party and against adequate compensation.’

Two points matter here. First, ‘measures having effect equivalent to expropriation’ captures indirect expropriation — when a state doesn’t formally seize property but through regulation or conduct destroys its value. Tunisia didn’t formally nationalise Zenith’s concessions, but by blocking their ability to produce and sell oil, they effectively destroyed the economic value of those investments.

Second, even lawful expropriation requires ‘adequate compensation’ that ‘corresponds to the actual value of the investment immediately before the expropriation.’ Zenith received zero compensation. Even if Tunisia’s actions were somehow justified (they don’t appear to be), the failure to pay compensation violates the treaty.

The treaty also includes a dispute resolution mechanism in Article 8. If a dispute arises and can’t be settled within six months, either party may submit it to ICSID arbitration or other agreed mechanisms.

Zenith tried settling for well over six months before filing, satisfying this requirement.

The Tribunal: Three Arbitrators Will Decide

The ICSID tribunal consists of three arbitrators. The composition matters enormously because these three individuals will decide whether Zenith receives $572 million, nothing, or something in between.

Henri C. Alvarez (Zenith’s Appointee): Alvarez has been appointed by claimants (investors) in 62.5% of the cases where he’s served as arbitrator. When appointed by claimants, he’s ruled in their favor 60% of the time. When appointed by states, he’s ruled in the state’s favor 50% of the time. He’s served as tribunal president twice. These statistics come from publicly available ICSID data and represent his track record across multiple cases.

What does this tell us? Alvarez isn’t reflexively pro-investor — his 50% win rate for states shows he’ll rule for respondents when the facts and law support them. But his 60% claimant win rate when appointed by investors suggests he may be more sympathetic to investor arguments than the average arbitrator.

Nassib G. Ziade (Tunisia’s Appointee): Ziade has been appointed by states in 37.5% of his appointments as arbitrator. His track record shows 0% wins for states when he’s been appointed by them and 33% wins for claimants when appointed by investors. This is a remarkably poor record for Tunisia — they picked an arbitrator who has never actually delivered them a victory in the limited publicly available cases.

Why would Tunisia pick someone with this track record? It’s possible the sample size is too small to be meaningful, or that Ziade has qualities (deep knowledge of French legal procedure, regional expertise, etc) that made him attractive despite the statistics. But on paper, this looks like a bad appointment for Tunisia.

It’s also possible Tunisia never thought it’d get this far.

Loretta Malintoppi (Tribunal President, jointly appointed by Alvarez and Ziade): Malintoppi has served as president in 23 ICSID cases, ruling in favor of claimants 55% of the time. This is significant — tribunal presidents are typically selected for their neutrality and experience, and a 55% claimant win rate suggests a slight but meaningful tilt toward investors.

Malintoppi is highly respected in the field, which is why she’s been appointed president so many times. She’s published extensively on investment arbitration and served on numerous high-profile tribunals. The fact that both sides’ appointees agreed on her as President suggests mutual confidence in her fairness — but the statistics favour Zenith.

Statistical Caveat: These numbers need to be taken with appropriate scepticism. They’re based on publicly available ICSID cases where outcomes are known, which is not a complete dataset.

They don’t account for case-specific factors — an arbitrator might rule for states more often simply because they happened to be appointed in cases where states had stronger arguments.

And as ever, past performance doesn’t guarantee future results.

But with those caveats noted, the statistical picture is decent to Zenith.

The Legal Team: A Stellar Quartet

Zenith’s legal representation for the ICSID case represents one of the most accomplished arbitration teams ever assembled by a company of its size.

The core team consists of four lawyers, each bringing distinct and complementary expertise:

Professor Thomas Clay (Clay Arbitration) - A globally recognised authority in international arbitration who was personally mandated by President Macron to draft France’s new arbitration law. Professor Clay has participated in approximately 100 arbitration proceedings as chairman, sole arbitrator, co-arbitrator and counsel. His involvement spans both ICC-1 (which Zenith won) and the ICSID case.

Charles Russell Speechlys Paris (CRSS) - A leading British law firm operating from their Paris branch, CRSS has been involved from the beginning alongside Professor Clay. Their expertise in cross-border disputes and French-seated arbitrations has been instrumental throughout.

Ben Juratowitch KC (Essex Court Chambers) - A specialist in public international law and international arbitration with more than two decades of experience, appointed King’s Counsel in 2017. He served as global Head of Public International Law at Freshfields before joining the Bar. He’s taught at University of Paris V and LSE, holds a DPhil from Oxford where he was a Rhodes Scholar, and was named Legal 500’s ‘Silk of the Year for International Arbitration’ in 2023.

Andrea Pinna (Pinna Goldberg) - Partner at Pinna Goldberg with offices in Paris, London, Washington and Dubai. Pinna has participated as counsel in over fifty arbitration proceedings and has specific experience representing sovereign states in international arbitration. His experience with enforcement of arbitral awards and multi-jurisdictional parallel proceedings will be valuable post-award if Tunisia fights enforcement.

It’s worth noting that Zenith briefly engaged Rahim Moloo and Robert Spano from Gibson, Dunn & Crutcher LLP for approximately 20 days. However, this relationship ended when Gibson Dunn pushed for Zenith to take on third-party litigation funding — an approach Zenith found inappropriate and ultimately rejected. This decision to remain self-funded means every dollar won flows directly to Zenith and its shareholders, without giving up 2-5x returns or up to 50% of any award to litigation finance firms.

This is an extraordinary legal team for a company with a £23 million market cap. Four of the world’s leading arbitration specialists, each bringing different strengths: Professor Clay’s unparalleled French arbitration expertise and Macron mandate; CRSS’s institutional knowledge and cross-border capability; Juratowitch’s public international law mastery and recent ‘Silk of the Year’ recognition; and Pinna’s enforcement expertise and experience on both sides of sovereign disputes.

The cost must be substantial, even before considering the expert witnesses. These lawyers don’t come cheap. Why would Zenith assemble and maintain such firepower right through to final hearings?

The most logical explanation: they believe they’re going to win, and they’re optimising to maximize the award amount and bulletproof the proceedings against procedural challenges. Every additional expert strengthens the damages analysis. Every lawyer brings specific expertise addressing different aspects of a complex case—treaty law; French procedure, quantum, enforcement strategy.

You don’t spend this much on legal fees if you think you’re going to lose. You do it if you believe a favorable outcome could deliver $500+ million to your shareholders.

What Happens Next

According to Zenith’s September 2025 announcement, the final submissions on the merits have been filed. The final hearings are scheduled for ‘the second part of April 2026’ — likely late April, giving the tribunal time to review final submissions before oral arguments.

After hearings, the tribunal will deliberate and draft their award. ICSID awards typically take 3-6 months after hearings, sometimes longer for complex cases with large damages calculations. Zenith expects a decision in Q3-Q4 2026, with Q4 being more likely given the April hearing date.

If Zenith wins, the award is binding and enforceable under the ICSID Convention. Tunisia can’t appeal to another tribunal or court on the merits — ICSID awards are final. The only recourse is an ICSID annulment proceeding, which (like ICC annulment) is available only for serious procedural defects, not disagreement with the outcome.

If Tunisia refuses to pay, Zenith can pursue enforcement in any of the approximately 190 countries that are party to the ICSID Convention. This could involve seeking to attach Tunisian assets —bank accounts, commercial assets, or property owned by state entities abroad.

The World Bank stands behind ICSID and can exert pressure on member states to comply with awards, including potentially affecting lending relationships or voting decisions in multilateral institutions.

Tunisia has a GDP of approximately $50 billion, so a $572 million award would represent about 1% of GDP — large, but not crippling.

They can afford to pay.

The question is whether they choose to do so promptly or drag out enforcement for years.

The historical track record of ICSID awards is that they eventually get paid. It may take time, and there may be negotiated reductions in some cases, but outright non-payment is rare because the reputational and practical costs for states are substantial.

Countries that don’t honor ICSID awards find it harder to attract foreign investment and may face difficulties in international capital markets.

The Latest Provocation: Tunisia Sells Zenith’s Oil Without Payment

And just when you might think Tunisia had exhausted their repertoire of arbitrary conduct, they outdid themselves.

On 27 November 2025 — while the ICSID arbitration was in final stages, with hearings scheduled for April 2026 — Zenith announced that ETAP had sold 3,987 barrels of oil belonging to EPT without any authorisation, notification or payment.

I would have loved to be a fly on the wall when their legal team got told.

The backstory makes this even more brazen.

Since 2022, Tunisian authorities have repeatedly obstructed and delayed sales of oil from the Robbana and El Bibane concessions, both held 100% by EPT. Despite the obstructions, EPT continued operating the fields, funding all salaries, environmental compliance, and technical upkeep — approximately $2 million in costs to date with zero revenue.

Total oil production from 2022 through 2024 was 11,670 barrels: 5,791 barrels in 2022, 4,408 barrels in 2023, and 1,471 barrels in 2024. Production declined progressively because EPT couldn’t sell oil and receive payment regularly — without cash flow, maintaining production becomes impossible. Production would have been ‘materially higher’ if EPT had been permitted normal commercial operations.

By late 2024, approximately 8,000 barrels were stored at Robbana, representing full storage capacity. The remaining 3,987 barrels had been transferred to MARETAP storage facilities under difficult circumstances.

In January 2024, the Ministry of Industry, Mines and Energy forcibly ordered EPT to empty its storage tanks at the El Bibane concession, citing alleged ‘safety reasons.’ EPT was denied the possibility to sell its oil and was instead ordered to move the stock to MARETAP — the joint venture company in which EPZ (another Zenith subsidiary) holds 50%, with ETAP holding the other 50%.

EPT complied with the order, completing the transfer on 20 April 20 2024. But here’s the thing: on 1 April 2024 — just three weeks before the transfer was completed — a safety inspection had confirmed that ‘the entire El Bibane oil storage infrastructure presented no environmental or safety risks.’

Tunisia had ordered EPT to empty tanks that posed no safety threat, denying them the right to sell their own oil, and forcing transfer to MARETAP where ETAP had joint control.

This looks, in retrospect, like premeditated expropriation.

Fast forward to November 2025. ETAP sold those 3,987 barrels that belonged to EPT. They didn’t ask permission. They didn’t notify EPT. They didn’t offer payment.

They just sold it and indicated that ‘no proceeds from this sale will be paid to EPT.’

Cattaneo’s statement was remarkably restrained given the circumstances:

‘It is extraordinary that the Tunisian authorities have persisted along a now clearly established path of arbitrary conduct, unlawful expropriation, and systematic breaches of contractual and legal obligations — all while an international arbitration has been ongoing for almost four years. The latest unlawful sale of our oil represents yet another evident act of unlawful confiscation.

This behaviour continues to demonstrate the extraordinary arrogance of the Tunisian authorities and their apparent sense of impunity. Sadly, it does not surprise us. Over the past three years, we have witnessed a pattern of conduct that has caused material harm not only to our subsidiary companies but also to our Tunisian employees and the local communities, all of whom have suffered because certain state institutions operate with no respect whatsoever for the rule of law.

It is equally clear that the Tunisian authorities believed that by withholding payment for our oil — while imposing on us all the costs and obligations associated with maintaining the assets — they would weaken our financial capacity to pursue justice through international arbitration. Their intention was transparent: to exhaust us into abandoning our rights. However, this strategy has failed.’

Two final words, the second being ‘off,’ I suspect were written in invisible ink directly after.

There’s something almost perfect about the timing of this confiscation. Tunisia is four months away from final hearings in a case where they’re accused of arbitrary expropriation and systematic obstruction of Zenith’s investments. And in the middle of those proceedings, they confiscate and sell Zenith’s oil without payment.

It’s like being on trial for theft and stealing the prosecutor’s wallet during recess.

For the ICSID tribunal, this recent conduct provides real time evidence that Tunisia’s pattern of arbitrary behavior hasn’t ended — it’s ongoing. The damages Zenith claimed for past expropriations have been supplemented by new expropriations committed while the case is pending.

This strengthens Zenith’s argument that Tunisia has systematically violated the UK-Tunisia BIT and shows no intention of honoring property rights or contractual obligations.

Cattaneo noted that the way Tunisia has handled the El Bibane and Robbana concessions ‘makes clear that they were effectively left to us solely to impose additional financial burdens and losses. At no point has there been any respect for the rule of law, the sanctity of contracts, or the protection of foreign investment.’

Meanwhile, EPT still maintains 8,000 barrels in storage at Robbana that they can’t sell because Tunisia won’t grant export permissions. They’re sitting on approximately $560,000 worth of oil (at roughly $70/barrel) that they’ve spent $2 million maintaining, with no ability to monetise it. And now Tunisia has stolen another 3,987 barrels worth approximately $280,000.

These aren’t huge amounts in the context of a $572 million ICSID claim. But they’re further evidence of conduct that makes Zenith’s treaty claims look stronger with each passing month.

The Risks (And They’re Very Real)

Worth noting, but then there’s a reason the market cap is so low compared to the potential upside:

• The ICSID tribunal could rule against Zenith on the merits, finding Tunisia’s conduct doesn’t constitute treaty breaches despite being aggressive or unfriendly.

• The tribunal might award damages at a substantially reduced amount, potentially cutting the $572 million claim by 50% or more.

• Enforcement could take 5-10 years even with a favourable award, as Tunisia may challenge it in multiple jurisdictions or delay through various legal proceedings.

• Tunisia might offer negotiated settlements post-award at reduced amounts, forcing Zenith to choose between immediate partial payment or prolonged litigation for full compensation.

• The ICC-2 annulment application has only a 20-25% historical success rate and could fail entirely, eliminating the $130 million claim.

• Outstanding warrants and options represent approximately 20% dilution that will directly reduce per-share upside when exercised.

• The market could continue mispricing shares for years even after a decisive ICSID win, leaving investors unable to realise gains without selling at unfavourable prices.

• Tunisia could successfully challenge enforcement of the $11 million ICC-1 award in various jurisdictions.

What’s This Actually Worth?

Valuing Zenith requires probability-weighting the potential outcomes across three main cases, each at different stages with different odds of success.

The Base Case Awards (Before Probability Weighting)

ICC-1 (vs ETAP): $11+ million awarded (as of February 2026), pending enforcement ICC-2 (vs Tunisia, CNAOG): $130 million claimed, award rejected, annulment pending ICSID (vs Tunisia): $572.65 million claimed, hearings April 2026

Total potential across all cases: $713+ million (approximately £560 million)

Current Zenith market cap: approximately £23 million

At face value, if Zenith collected 100% of all claims, that’s an insane return. But that’s not how to think about it, because each case has different probabilities of success and different timelines.

Probability-Weighted Expected Value Analysis

Let’s break down each case with probability-weighted outcomes:

ICC-1 ($11+ million / £8.6+ million)

• Award granted 19 December 2024 for $9.7 million

• Interest accruing at 14% monthly compounded

• Current value exceeds $11 million (approximately £8.6 million) as of February 2026

• Immediately enforceable under ICC rules

• Main risk is enforcement timeline and potential challenges

• Estimated probability of collection: 80%

• Probability-weighted value: $8.8 million / £6.9 million

The 80% probability isn’t because the award might be overturned (it can’t be — ICC awards are final). It’s estimating a 20% risk that enforcement could fail due to technical issues, sovereign immunity defenses being upheld in some jurisdictions, or Tunisia/ETAP having insufficient attachable assets where enforcement is attempted. Historical ICC award enforcement rates are higher than 80%, but conservative is better.

ICC-2 ($130 million / £102 million)

• Claims rejected by tribunal in July 2025

• Annulment application accepted by Swiss Federal Supreme Court in October 2025

• Decision expected mid-2026 (6-9 months from submission)

• Annulment success rate for ICC awards in Swiss courts: approximately 20-25%

• If annulment succeeds, new arbitration would be required — add 2-3 years

• If new arbitration happens, success probability of circa 40% (similar to ICSID base case)

• Combined probability: 23% annulment success × 40% new arbitration success = 9.2%

• Probability-weighted value: $12 million / £9.4 million

This is the most speculative component. The base case should probably be that ICC-2 is dead — the tribunal decided, and annulment applications rarely succeed.

But there’s a non-zero probability Professor Clay and Charles Russell Speechlys have documented genuine procedural irregularities that the Swiss court will find compelling, particularly the alleged undisclosed tribunal connections with Tunisia.

If the annulment succeeds, CNAOG would get another shot before an untainted tribunal, with odds similar to ICSID.

ICSID ($572.65 million / £450 million)

This is where the detail matters most, because it represents 85%+ of the total potential value.

Several factors inform the probability estimate:

Tribunal composition statistics:

• President (Malintoppi): 55% claimant win rate across 23 cases

• Claimant’s appointee (Alvarez): 60% win rate when appointed by claimants

• Respondent’s appointee (Ziade): 0% win rate when appointed by states

• Blended statistical average suggests ~55% claimant win probability

Procedural developments favour Zenith:

• Tunisia’s bifurcation request rejected ‘in very severe terms’

• Tunisia’s mediation argument rejected

• Tunisia ordered to pay cost advances after refusal

• Tunisia ordered to cease criminal investigations

• Tunisia’s counsel resigned mid-case

• Every procedural motion Tunisia has made has been rejected

Treaty analysis supports Zenith:

• UK-Tunisia BIT explicitly protects business concessions

• Fair and Equitable Treatment standard appears clearly violated

• Expropriation occurred without compensation

• Tunisia’s conduct is well-documented and ongoing

Comparable precedent:

• ICC-1 tribunal ruled in Zenith’s favor on similar facts

• Tunisia’s pattern of conduct is consistent across cases

• Documentary evidence is extensive (expert reports, contemporary records, regulatory filings)

Offsetting concerns:

• ICC-2 adverse result creates some negative precedent

• Damages quantum could be challenged (maybe actual losses were less than experts calculated)

• Tribunals sometimes split the difference or apply haircuts to damages claims

• Some of Tunisia’s conduct might be characterised as commercial disputes rather than treaty violations

Taking all of this into account, my reasonable probability estimate for ICSID success (defined as any award, not necessarily the full $572 million) is 40%.

But what does ‘success’ mean? Options include:

• Scenario A: Full victory - Award at or near $572 million claimed amount Probability: 15% Value: $572 million

• Scenario B: Substantial victory - Award of 50-75% of claimed amount ($286-429 million) Probability: 15% Value: $357 million (midpoint)

• Scenario C: Partial victory - Award of 25-50% of claimed amount ($143-286 million) Probability: 10% Value: $215 million (midpoint)

• Scenario D: Loss or nominal award - Award under $50 million or nothing Probability: 60% Value: $10 million (accounting for possibility of small consolation award)

Probability-weighted ICSID value: (15% × $572m) + (15% × $357m) + (10% × $215m) + (60% × $10m) = $85.8m + $53.6m + $21.5m + $6m = $166.9 million / £131 million

Consolidated Portfolio Value

ICC-1 probability-weighted: £6.9 million ICC-2 probability-weighted: £9.4 million ICSID probability-weighted: £131 million

Total probability-weighted value: £147.3 million

Current market cap: £23 million

Implied upside: shitloads

And this doesn’t include Zenith’s actual assets, some of which are discussed below.

Timeline and Annualised Returns

The timeline matters for calculating annualised returns:

ICC-1: Enforcement ongoing, payment could come 2024-2027 (1-3 years from now) ICC-2: Annulment decision mid-2026, if successful then new arbitration adds 2-3 years (earliest payment 2028-2029) ICSID: Hearing April 2026, decision Q3-Q4 2026, enforcement could take 1-5 years (earliest payment 2027, latest 2031)

For modelling purposes, assume:

• ICC-1 paid 2026 (midpoint of 1-3 year range)

• ICC-2 doesn’t pay (base case given low probability)

• ICSID pays 2029 (3 years post-decision for enforcement)

If you invest today (January 2026) with expected payments in 2026 and 2029:

• ICC-1 payment in 12 months: £6.9 million

• ICSID payment in 36 months: £131 million

• Total: £137.9 million vs £23 million investment

Even if you assume a pessimistic scenario where ICSID takes until 2031 (5 years from now) and pays only £100 million instead of £131 million:

• £106.9 million total vs £23 million investment

The range of reasonable outcomes, given the probability analysis, is roughly 40-90% CAGR depending on timeline and partial vs full ICSID success.

Margin of Safety

The beauty of this situation is that you don’t need full success to do well. The market is currently pricing Zenith as if there’s no chance of collecting the full portfolio of claims (£23m market cap / £560m total claims). That seems too pessimistic given:

• One award already granted (ICC-1)

• Strong procedural developments in ICSID

• Clear treaty violations documented

• Ongoing Tunisian conduct providing real-time evidence

• Exceptional legal team assembled

• Management skin in the game and commitment to distributions

The Tell: What Tunisia’s Behaviour Reveals

There’s something worth dwelling on: Tunisia’s behavior throughout these proceedings has been remarkably consistent, and remarkably self-defeating.

They keep showing up to hearings. They’re paying top-tier international law firms — Curtis Mallet-Prevost doesn’t work for free. They’re filing briefs, submitting evidence and making procedural motions.

If they truly believed these cases were meritless or that they could simply ignore any eventual awards without consequences, the rational strategy would be to default. Don’t hire lawyers, don’t attend hearings, don’t waste money on defense. Just let Zenith get their award and then force them to try enforcement from square one, making it as expensive and time-consuming as possible.

But Tunisia isn’t doing that. They’re actively defending, which implies they take the threat seriously. They believe they might lose, and they believe losing would be costly.

At the same time, Tunisia’s conduct has been counterproductive at almost every turn. The procedural motions that get rejected. The refusal to pay cost advances. The criminal investigations the tribunal ordered them to stop. The continued expropriation (selling Zenith’s oil) while arbitration is pending. The mid-case resignation of their legal counsel.

None of this is the behaviour of a sophisticated litigant trying to win. It’s the behavior of a litigant who’s either desperate, disorganised, or convinced of their own impunity despite mounting evidence to the contrary.

And that November 2025 oil sale — 3,987 barrels taken and sold without payment just four months before final ICSID hearings —remains astonishing. You don’t commit new acts of expropriation while on trial for historical expropriations unless you either don’t understand how tribunals work or you genuinely believe your name is Cersei Lannister and you’re above the consequences of your actions.

The tribunal members will read about that sale. It was announced publicly in regulatory filings. It will likely be referenced in Zenith’s final submissions or oral arguments. It’s real-time evidence, committed after the case was filed, showing that Tunisia’s pattern of conduct hasn’t ended.

If you’re trying to evaluate whether ICSID will rule for Zenith, Tunisia’s ongoing behaviour is arguably more revealing than any financial analysis.

The Bottom Line

Zenith Energy is pursuing over £560 million in claims against Tunisia across multiple international tribunals. They’ve already won one case worth £8.6+ million (pending enforcement). The largest case — ICSID, worth £450 million — heads to final hearings in April 2026 with a decision expected by year-end 2026.

The market is pricing Zenith at £23 million.

The case rests on:

One award already granted with favorable precedent established. A legal team that keeps getting stronger — Professor Thomas Clay (mandated by Macron to draft France’s new arbitration law), Charles Russell Speechlys, Ben Juratowitch KC (2023 Legal 500 ‘Silk of the Year for International Arbitration’), Andrea Pinna, plus multiple expert witnesses. Tribunal composition that statistically favours claimants — 55% president win rate, 60% claimant appointee win rate, 0% respondent appointee win rate for states. Clear treaty language explicitly protecting business concessions and requiring fair and equitable treatment. Tunisia’s terrible procedural conduct — rejected bifurcation, rejected mediation arguments, ordered to pay costs, ordered to stop criminal investigations, ongoing new expropriations. CEO ownership alignment— Cattaneo owns 10% and has explicitly stated intentions to distribute extraordinary dividends upon success. Self-funding without litigation finance — meaning 100% of awards flow to the company.

The case against requires believing that:

The ICSID tribunal will find Tunisia’s conduct doesn’t violate the UK-Tunisia BIT despite clear treaty language. The damages quantum is massively overstated despite three independent expert firms calculating similar amounts. The tribunal composition statistics are meaningless or misleading. Tunisia’s procedural conduct doesn’t reflect weak underlying arguments. ICC-1 precedent doesn’t carry weight to ICSID despite overlapping facts. And enforcement will prove impossible despite World Bank backing and 190 signatory countries.

You don’t need to believe Zenith will definitely win. You need to believe the probability of success is materially higher than basically zero that the market is implicitly pricing. If you think there’s a 20% chance of substantial ICSID success — not a 20% chance of full recovery, just 20% odds of getting something, you’re going to be a winner.

You can actually be quite bearish on ICSID — say 25% odds of any meaningful award — and still find attractive risk-reward if you size the position appropriately.

The risks are explicit and substantial: ICSID could rule against Zenith on merits or award far less than claimed. Enforcement could take 5-10 years and require settling for reduced amounts. ICC-2 annulment could well fail.

But for investors with patience, risk tolerance and belief that international law matters, this represents one of the more interesting asymmetric opportunities available in public markets.

A £23 million company doesn’t often get to pursue legitimate £560 million claims with credible legal precedent, experienced counsel, and favorable tribunal dynamics.

That question will be answered, one way or another, by the end of 2026.

A few assets worth mentioning

Just before I go, it’s also worth noting the company also enjoys several strong assets, including in solar. In early 2025, Zenith set an initial target of developing 20 MWp (megawatts peak) of solar capacity in Italy.

That target quickly proved too conservative.

By November 2025, the company had assembled a development pipeline of 110.5 MWp across three strategic Italian regions: Puglia, Piedmont and Lazio. On 4 December, Zenith announced that an independent Italian consultancy had valued this pipeline at €27.5 million — roughly $32 million.

The total capacity stands at 110.5 MWp, with Zenith planning to divest 50% stakes worth €13.75 million once projects reach Ready-to-Build status. The first construction projects, totaling 7 MWp in the Puglia region, are expected to break ground by June 2026.

Zenith isn’t just building solar farms to operate them forever.

Instead, the company is pursuing what Cattaneo calls a ‘dual-track model.’ The first track involves development and sale: Zenith develops projects to ‘Ready-to-Build’ (RTB) status — meaning all permits, authorisations, and grid connections are secured — then sells a portion to professional buyers.

This generates immediate profit and liquidity. The company plans to sell 50% interests in projects once they reach RTB status.

The second track focuses on construction and operation. For select projects, Zenith will construct and operate the solar farms itself, generating recurring revenue from electricity sales. The first cluster — 7 MWp in Puglia — is entering construction in 2026, financed up to 90% by banks.

As Zenith puts it, while development-stage asset sales generate strong near-term profitability, owning and operating selected plants provides stable and recurring cash flows.

Italy isn’t an obvious choice for every renewable developer, but it offers some distinct advantages. Particularly in southern regions like Puglia, Italy receives abundant sunshine, critical for solar economics.

Puglia is consistently ranked among Europe’s best regions for photovoltaic generation. Italian electricity prices also fluctuate throughout the day with distinct fasce orarie (time-of-use periods). Peak hours command materially higher prices, making battery storage systems economically attractive. Zenith is integrating Battery Energy Storage Systems (BESS) into several projects to capture this spread.

Italy ranks among global leaders in photovoltaic deployment and installed capacity, providing established regulatory frameworks, experienced contractors, and proven interconnection processes.

While competitive, Italian solar development isn’t as saturated as markets like Spain or Germany. Zenith specifically highlights that their Puglia sites in the Province of Barletta-Andria-Trani remain less saturated than other parts of Puglia.

But if solar represents Zenith’s steady, bankable revenue play, uranium represents its moonshot. And it’s far more politically charged.

In November 2025, Zenith announced that its Italian subsidiary had secured acceptance of exploration permit applications for Val Vedello and Novazza — Italy’s two largest uranium deposits, located in the Lombardy region.

The sites aren’t new discoveries. They were extensively explored by AGIP Nucleare, a subsidiary of Italy’s national oil company, between 1959 and 1982 as part of Italy’s nuclear program. When Italy abandoned nuclear power following the 1987 referendum, these sites were mothballed.

The historical estimates are substantial. Val Vedello contains approximately 6,000 tonnes of uranium oxide, while Novazza holds about 1,000 tonnes of metallic uranium. Combined, the deposits represent roughly 15 million pounds of uranium oxide with an indicative in-situ value exceeding $1 billion at current prices.

Which are rising fast.

The sites also benefit from extensive existing infrastructure: over 11,000 metres of underground development and 60,000 meters of drilling at Val Vedello alone.

Now, decades later, Zenith believes the time is right to revisit them. But this raises an obvious question: why would Italy, which twice voted against nuclear power in referendums, allow uranium mining?

Zenith’s pitch rests on three arguments.

First, following Russia’s invasion of Ukraine and the subsequent energy crisis, European attitudes toward energy independence have shifted dramatically. Italy, heavily dependent on imported natural gas, is reconsidering all options.

Second, as Zenith points out, uranium extraction is an industrial mining activity, entirely distinct from operating nuclear power plants. Australia, one of the world’s largest uranium exporters, maintains a domestic ban on nuclear power. Canada mines uranium extensively but operates relatively few nuclear plants domestically relative to its production.

Third, Europe now classifies uranium as a critical mineral for energy security under the EU Critical Raw Materials Act. Italy has signalled increasing openness toward nuclear energy, with the Council of Ministers advancing draft legislation for a national sustainable nuclear program focused on small modular reactors. Many observers believe that if a referendum on nuclear energy were held today, the outcome would likely be materially different from past votes.

Whether this political calculation proves correct remains to be seen. But Zenith has achieved something previous applicants couldn’t: formal acceptance of the exploration permit applications by the Lombardy Region, marking a successful completion of the initial authorisation phase.

What makes Val Vedello and Novazza particularly attractive—from a development perspective — is the existing underground infrastructure.

AGIP Nucleare completed extensive work before the sites were abandoned. At Novazza, there are four underground levels, over 100 diamond drill holes, and more than 6 kilometres of underground workings. At Val Vedello, 11,000 metres of underground development and 60,000 metres of drilling were completed.

This infrastructure is described as multi-level, vehicle-accessible, and ready for immediate re-entry. That’s extraordinarily valuable. Most uranium exploration projects need to sink new shafts, establish access and build underground networks from scratch — expensive, time-consuming work. Zenith can theoretically skip straight to modern sampling, drilling and resource verification.

The company estimates the initial exploration phase will cost approximately $5 million over three years — modest by mining standards — and result in independently verified Mineral Resource Estimates compliant with international standards (NI 43-101 and JORC 2012).

The next major milestone is submission of Environmental Impact Assessments to Italy’s Ministry for Environment and Energy Security. Following a six-month review process, Zenith expects final licenses to be issued by mid-2026.

But significant risks remain. Environmental approval is never guaranteed, particularly for uranium projects in a country with Italy’s nuclear history. Local community support will be critical —Zenith emphasises that it has met with mayors and received positive indications, but public opposition could still materialise.

And even if exploration proceeds smoothly, there’s no guarantee the deposits will prove economically viable under modern standards.

But the upside would be considerable, to say the least.

Zenith has created a special purpose vehicle, Futuro Energetico Italiano, to hold the uranium projects, and is considering spinning it out as a separately listed entity. This would allow the uranium business to raise capital independently without diluting Zenith’s solar investors, and vice versa.

Zenith does still face the classic challenge of emerging energy companies: promising assets, but limited near-term cash flow.

The solar pipeline is valued at €27.5 million, but that valuation assumes projects reach RTB status and are successfully sold or constructed. The company plans to sell 50% interests (implying €13.75 million in gross proceeds), but we don’t know at what discount from valuation, when exactly or to whom.

The uranium assets have an indicative in-situ value exceeding $1 billion, but that’s based on historical resource estimates that aren’t compliant with modern reporting standards, haven’t been independently verified, and assume successful extraction and sale at current uranium prices.

The real value won’t be known until after some solid exploration work.

Zenith needs capital to bridge the gap between today and when these assets generate cash flow. The company is addressing this through several mechanisms. Banks are financing up to 90% of construction costs for the initial 7 MWp solar cluster in Puglia. The company plans to sell 50% interests in RTB projects to generate immediate liquidity. Internal resources will fund uranium exploration, with approximately $5 million allocated over three years.

Zenith is also pursuing Italian and EU subsidies under the Critical Raw Materials Act.

The bank financing is particularly significant. Getting lenders to finance 90% of construction costs provides strong third-party validation—banks thoroughly scrutinise project economics before committing capital. It also demonstrates the solar projects are genuinely bankable, not just speculative development plays.

And court case settlements may come too - cash might land fast if Tunisia decides to make an offer.

Right, that’s all from me.

Until next time.