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Zenith Capital Corporation
Symbol	ZENI
Shares Issued	7,390,421
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Zenith, Grand Samsara extend exclusivity period

2023-09-26 17:12 ET - News Release

Subject: Zenith Capital Corporation - News for Dissemination Word Document File: '\\swfile\EmailIn\20230926 140726 Attachment ZENI - NR re Qualifying Transaction Update (September 2023)(66032029.2).docx' 2 NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES ZENITH CAPITAL CORPORATION PROVIDES UPDATE ON PROPOSED QUALIFYING TRANSACTION WITH GRAND SAMSARA September 26, 2023, Vancouver, British Columbia: Zenith Capital Corporation (TSXV: ZENI.P) (the "Corporation" or "Zenith"), a "Capital Pool Company" under the TSX Venture Exchange ("TSXV") Policy 2.4 (the "CPC Policy"), is pleased to provide an update on its previously announced "Qualifying Transaction" (as such term is defined in the CPC Policy), pursuant to which Zenith intends to acquire all of the issued and outstanding securities of each of Grand Samsara Consulting LLC ("Grand Samsara") and CBGB Ventures Corp. ("Fundco"), resulting in a reverse take-over of Zenith by the shareholders of Grand Samsara and Fundco (the "Proposed Transaction"). Zenith, Grand Samsara and Fundco have entered into an amendment to the letter agreement dated effective March 8, 2023 and amended April 30, 2023 (as amended, the "Letter Agreement"), pursuant to which the parties have agreed to extend the exclusivity period of the Letter Agreement until November 30, 2023. The parties are continuing to negotiate definitive agreements for the Proposed Transaction and are working diligently towards finalizing all necessary regulatory filings. For more information regarding the Proposed Transaction, Grand Samasa and Fundco, please see Zenith's news release dated March 9, 2023. Zenith will provide further details regarding the Proposed Transaction in a subsequent news release. About Grand Samsara Grand Samsara holds a 100% undivided interest in the Tsagaan Zalaa Silica Project, an advanced exploration silica property in a prolific silica producing region of Mongolia. Trenching and sampling work conducted onsite supports a high purity silica property. The Project is ready for the next phase of exploration work to support a mining license application and subsequent production. While silica is abundant on earth, high-grade silica is exceedingly rare. High-grade silica is processed into a pure form of silicon, which is irreplaceable in today's technology. Silicon is considered a critical metal and is the primary ingredient in semiconductor chips, which power everything from computers and smartphones to military and healthcare systems. Silicon is a key component of fibre optic cables, solar panels, and plays a vital role in the auto industry. There are various potential off-takers in the region of the Tsagaan Zalaa Silica Project, with a processing facility within 20km of the property. Further information about Grand Samsara and the Tsagaan Zalaa Silica Project, including financial information, will be provided in a subsequent news release. About Zenith Zenith was incorporated under the Business Corporations Act (British Columbia) on March 11, 2019 and has a head office located at 2475 Queens Avenue, West Vancouver, British Columbia, V7V 2Y9. Zenith is a "Capital Pool Company" (as defined in the CPC Policy) and the Proposed Transaction is intended to constitute Zenith's "Qualifying Transaction" (as defined in the CPC Policy). Upon completion of the Proposed Transaction, it is expected that the resulting issuer will carry on the business of Grand Samsara. Financial information for Zenith is available at Zenith's SEDAR+ profile at www.sedarplus.ca. Further Information All information contained in this news release with respect to Zenith, Grand Samsara and Fundco was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party. For further information regarding the Proposed Transaction, please contact: Zenith Capital Corporation Charalambos (Harry) Katevatis President, Chief Executive Officer and Director Phone: 604-836-6667 Grand Samsara Consulting LLC Ariuntsetseg Ganbaatar Principal +976-88886067 CBGB Ventures Corp. Antonios Maragakis President, Chief Executive Officer and Director Phone: +1 775 461 5009 Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE. CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION: This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to the Proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; market conditions; the timely receipt of all board, shareholder or regulatory approvals required in connection with the Proposed Transaction; and the negotiation of the definitive agreements in respect of the Proposed Transaction. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, Zenith and Grand Samsara assume no obligation to the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law. Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.