File: '\\swfile\EmailIn\20240305 152840 Attachment ZENI - NR re Qualifying Transaction Update (March 2024) (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

March 5, 2024, 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").

Zenith has entered into a third extension letter with Grand Samsara Development LLC and Fundco (the "Third Extension Letter") to extend the time required for the parties to enter into a definitive agreement for the Proposed Transaction to March 31, 2024. The Third Extension Letter amends the non-binding letter of intent dated March 8, 2023 with Grand Samsara Development LLC and Fundco, as amended by the first extension letter dated April 30, 2023 and further amended by the second extension letter dated September 14, 2023 (as amended, the "Amended LOI"). Except as amended by the Third Extension Letter, the Amended LOI continues in full force and effect.

The parties are continuing to negotiate definitive agreements for the Proposed Transaction and are working diligently towards finalizing all necessary regulatory filings.

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 include, without limitation, statements regarding the Proposed Transaction, including the terms, timing and anticipated effect of the Proposed Transaction on the business of Zenith. 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.