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Zenith Capital corporation
Symbol	ZENI
Shares Issued	7,390,421
Recent Sedar Documents

Zenith QT target CBGB to arrange $1.2-million placement

2023-11-22 18:08 ET - News Release

Subject: Zenith Capital Corporation - News for Dissemination Word Document File: '\\swfile\EmailIn\20231122 145053 Attachment ZENI - NR re Qualifying Transaction Update (November 2023) (Final).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 November 22, 2023, Vancouver, British Columbia: Zenith Capital Corporation (TSXV: ZENI.P) (the "Corporation" or "Zenith"), a "Capital Pool Company" under 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"). The parties are continuing to negotiate definitive agreements for the Proposed Transaction and are working diligently towards 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 $0.095 per Fundco Unit (on a post-Forward Split basis, as defined below) for minimum gross proceeds of $1,200,000 (the "Concurrent Financing"), and complete a forward split of the issued and outstanding common shares of Fundco (the "Fundco Shares") on the basis of two post-split Fundco Shares for each one pre-split Fundco Share issued and outstanding (the "Forward Split"). Each Fundco Unit will be comprised of one Fundco Share and one common share purchase warrant (each, a "Fundco Warrant"), with each Fundco Warrant exercisable to acquire one Fundco Share at a price of $0.38 per Fundco Share (on a post-Forward 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 TSXV) is at least $0.75 (on a post-Forward Split basis) for a minimum of ten 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 follows: Antonios Maragakis (Chief Executive Officer and Director) Mr. Maragakis has worked in management and director-level positions overseeing multi-billion-dollar project portfolios internationally at organizations including Barrick Gold Corporation (2011-2013), Koch Industries (2013-2015), Freeport-McMoRan Inc. (2015-2017), Eldorado Gold Corporation (2017-2019) and Skeena Resources Limited via Mine+ Group (2020-2022). Antonios 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 NYSE-listed global energy storage company, to design and develop "SkyTower Zero Carbon Industrial Park", a $5 billion hydrogen storage and ammonia equipment project with 2GW 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 Corporation 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 advisor for Global Securities Corporation for ten 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 September 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 Corp. (formerly, Universal Ventures Inc.) 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 US$200 million of investment in 3 high-grade metallurgical coal mines in Mongolia containing 318 million tons of JORC 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 of assets in operation and +10 GW of assets in development across 5 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 BC and Canada and previously the Certified General Accountants Association since August 2003. Ms. Kanji holds a Bachelor of Technology in Accounting (Honors) and a Diploma in Corporate Finance (Honors) 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 September 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 TSXV approval, and other conditions customary for a transaction of this nature. 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. The following table summarizes selected financial information of Grand Samsara as at and for the period from formation on May 30, 2022 until December 31, 2022, and for the six months ended June 30, 2023: For the period from formation on May 30, 2022 until December 31, 2022 (audited) (MNT)(1) For the six months ended June 30, 2023 (unaudited) (MNT)(1) Total Expenses 252,100 83,396,903.60 Net Income (Loss) (252,100) (83,396,903.60) Current Assets 5,000 6,167 Total Assets 165,601,733 1,181,117,736.90 Current Liabilities 165,601,733 - Total Liabilities 165,848,833 - Working Capital (165,596,733) 6,167 Total Equity (247,100) 1,181,117,736.90 Note: Financial information of Grand Samsara for the periods indicated above was reported in Mongolian togrog (MNT). The CAD/MNT exchange rate was 2542.63 as at December 31, 2022 and 2598.87 as at June 30, 2023. 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, the Forward Split and the Concurrent Financing, including the terms, timing and anticipated proceeds of the Concurrent Financing. 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.