Mr. Charalambos Katevatis reports

ZENITH CAPITAL CORPORATION PROVIDES UPDATE ON PROPOSED QUALIFYING TRANSACTION WITH GRAND SAMSARA

Zenith Capital Corp. has provided 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 and CBGB Ventures Corp. (Fundco), resulting in a reverse takeover of Zenith by the shareholders of Grand Samsara and Fundco.

The parties are continuing to negotiate definitive agreements for the proposed transaction and are working diligently toward finalizing all necessary regulatory filings.

Forward split and concurrent financing

In connection with the proposed transaction, Fundco will conduct a private placement of units (each, a Fundco unit) at a price of 9.5 cents per Fundco unit (on a postforward split basis, as defined herein) for minimum gross proceeds of $1.2-million (the concurrent financing), and complete a forward split of the issued and outstanding common shares of Fundco on the basis of two postsplit Fundco shares for each one presplit Fundco share issued and outstanding. Each Fundco unit will comprise one Fundco share and one common share purchase warrant, with each Fundco warrant exercisable to acquire one Fundco share at a price of 38 cents per Fundco share (on a postforward split basis) for a period of two years from the date of issuance. The expiry date of the Fundco warrants can be accelerated if the closing price of the underlying shares on a national stock exchange in Canada (including the TSX Venture Exchange) is at least 75 cents (on a postforward split basis) for a minimum of 10 consecutive trading days, in which case any unexercised Fundco warrants will expire 30 days after notice of the accelerated expiry date has been provided to holders of the Fundco warrants.

Directors and officers of resulting issuer

Upon completion of the proposed qualifying transaction, it is anticipated that the resulting issuer's board and management will be reconstituted as displayed herein.

Antonios Maragakis (chief executive officer and director)

Mr. Maragakis has worked in management and director-level positions overseeing multibillion-dollar project portfolios internationally at organizations including Barrick Gold Corp. (2011 to 2013), Koch Industries (2013 to 2015), Freeport-McMoRan Inc. (2015 to 2017), Eldorado Gold Corp. (2017 to 2019) and Skeena Resources Ltd. via Mine+ Group (2020 to 2022). Mr. Maragakis received a doctorate from Delft University of Technology, a graduate degree from the University of Bath and an undergraduate degree from the University of Nevada.

Bold Batsukh (president and director)

Mr. Batsukh started his career as a foreign exchange and precious metals trader at a commercial bank in Mongolia, later promoted to a senior trader. He previously worked at Peterson Investment Inc., a Vancouver-based major investment bank focused on real estate investment, development, property management, capital lending and private equity as an investment analyst.

Mr. Batsukh is also the founder and CEO of LS Finance Non-Banking Financial Institution, a Mongolian merchant bank and a subsidiary of Peterson Investment Inc. Mr. Batsukh has been working collaboratively with Atlas Renewable Energy, Energy Investment Professional Committee and Energy Vault, a Swiss-based and New York Stock Exchange-listed global energy storage company, to design and develop SkyTower Zero Carbon Industrial Park, a $5-billion hydrogen storage and ammonia equipment project with two-gigawatt capacity for high-efficiency photovoltaic cell and wind turbines, energy storage battery modules, and gravity storage in the Gobi Desert, Mongolia.

Mr. Batsukh has worked in the silica industry since the last decade to identify high-purity silica deposits in Mongolia and has established relationships with major photovoltaic manufacturers and high-tech manufacturers that use silicon for their products.

Mr. Batsukh earned an undergraduate degree from the Institute of Commerce and Business, affiliated with National University of Mongolia and Langara College.

Vivian Katsuris (director)

Ms. Katsuris has held the position of director of Zenith Capital since December, 2019, and is currently the president of Vivkor Holdings Inc., a private company that provides corporate development, management and consulting services. She was also an investment adviser for Global Securities Corp. for 10 years. Ms. Katsuris has further been involved with various reporting issuers over the past eight years and is a director of ACME Lithium Inc. since November, 2020; CFO, director and corporate secretary of Colossus Resources Corp. since October, 2020, and director of Brascan Gold Inc. since October, 2020. In addition, Ms. Katsuris previously held positions as director of Kapa Gold Inc. (formerly Kapa Capital Inc.) from January, 2018, to August, 2022, and CFO and corporate secretary until May, 2022; president, director and corporate secretary of Plymouth Rock Technologies Inc. (formerly, Alexandra Capital Corp.) during periods between August, 2014, and February, 2021; director of mCloud Technologies Corp. (formerly Universal Ventures Inc.) from April, 2014, to October, 2017; and director and corporate secretary of ArcPacific Resources Corp. (formerly, Plate Resources Inc.) from January, 2014, to July, 2016, and CFO from July, 2015, to July, 2016.

Charalambos Katevatis (director)

Mr. Katevatis is the president, chief executive officer, promoter and a director of Colossus Resources Corp. and has served in these positions since Sept. 9, 2020. Since 2018, Mr. Katevatis has been the president, chief executive officer and a director of KAPA Capital Inc. Since 2003, Mr. Katevatis has been the president of Lakithra Management Corp., a private company that provides management services to private and public companies. Most recently, he also served as director and officer of three public companies: he was the president, CEO and director of Universal mCloud (formerly, Universal Ventures) from January, 2011, to October, 2017, and the president, CEO and director of ArcPacific Resources Corp. (formerly, Plate Resources Inc.) from February, 2011, to July, 2016, and a director of Lithium Energy Exploration Inc. from June, 2011, to June, 2012.

Ariuntsetseg Ganbaatar (country manager)

Ms. Ganbaatar has vast experience in managing renewable energy and mining projects in Mongolia, and has experience in taking projects through both the permitting and exploration stages. Previously, she worked at her family owned company Gobi Coal and Energy, a Mongolian coking coal exploration company in Bayankhongor province, Mongolia. Gobi Coal raised nearly $200-million (U.S.) of investment in three high-grade metallurgical coal mines in Mongolia containing 318 million tons of JORC (Joint Ore Reserves Committee) resources, as well as uranium projects.

In 2019, Ms. Ganbaatar joined UPC Renewables, one of the largest independent renewables companies in the Asia Pacific region with 593 MW (megawatts) of assets in operation and 10-plus GW (gigawatts) of assets in development across five continents, where she served as the country representative. Ms. Ganbaatar was instrumental in bringing UPC Renewables to Mongolia and secured all necessary development permits for the 50 MW wind project.

Ms. Ganbaatar is a graduate of the Institute of Commerce and Business, affiliated with the National University of Mongolia, where she earned an undergraduate degree in economics.

Zara Kanji (chief financial officer and corporate secretary)

Ms. Kanji is a founder of Zara Kanji & Associates. Ms. Kanji is experienced in financial reporting compliance for junior listed companies, taxation, general accounting, financial reporting and value-added advisory services for individuals, private and public companies. In addition to providing business advisory and compliance services to private and public entities, Ms. Kanji has served as director and officer for several listed issuers and has been a part of teams that have facilitated financings and acquisition transactions. Ms. Kanji is passionate about financial literacy and regularly provides presentations for entrepreneurs, start-ups, women's groups and new Canadians. Ms. Kanji is a member of the Chartered Professional Accountants of British Columbia and Canada, and previously the Certified General Accountants Association since August, 2003. Ms. Kanji holds a bachelor of technology in accounting (honours) and a diploma in corporate finance (honours) from the British Columbia Institute of Technology.

For more information regarding the proposed transaction, Grand Samasa and Fundco, please see Zenith's news releases dated March 9, 2023, and Sept. 26, 2023. Zenith will provide further details regarding the proposed transaction in a subsequent news release. Completion of the proposed transaction is subject to a number of conditions, including the entering into of definitive agreements for the proposed transaction, the completion of the concurrent financing, the receipt of all requisite approvals for the proposed transaction, including Fundco and Grand Samsara shareholder approval, and TSX-V approval, and other conditions customary for a transaction of this nature.

About Grand Samsara

Grand Samsara holds a 100-per-cent 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 on site supports a high-purity silica property. The project is ready for the next phase of exploration work to support a mining licence 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 20 kilometres of the property.

About Zenith Capital Corp.

Zenith was incorporated under the Business Corporations Act (British Columbia) on March 11, 2019, and has a head office located at 2475 Queens Ave., West Vancouver, B.C., 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.

We seek Safe Harbor.