File: '\\swfile\EmailIn\20240419 171626 Attachment ZENI - NR re Termination of Qualifying Transaction (April 2024).docx'

2

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

ZENITH CAPITAL CORPORATION ANNOUNCES EXPIRY OF LETTER OF INTENT WITH GRAND SAMSARA

April 19, 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"), announces that the non-binding letter of intent dated March 8, 2023 among Zenith, Grand Samsara Development LLC and CBGB Ventures Corp., as amended, has expired and the proposed qualifying transaction will not proceed. Accordingly, Zenith will apply to the TSX Venture Exchange to resume trading in the common shares of Zenith on the TSX Venture Exchange.

Zenith will continue to identify and evaluate assets and businesses with a view to completing a Qualifying Transaction under the CPC Policy.

For further information:

Zenith Capital Corporation

Charalambos (Harry) Katevatis

President, Chief Executive Officer and Director

Phone: 604-836-6667

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 expectations as to the resumption of trading in the common shares of Zenith and the plans and objectives 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; and the timely receipt of all regulatory approvals. 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. These forward-looking statements are made as of the date of this press release, and Zenith assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.