Mr. Von Torres reports

KOOTENAY ZINC CORP. ANNOUNCES DEFINITIVE AGREEMENTS WITH CANNDORA, GREENY AND LIFTED

Further to its news release dated May 19, 2020, Kootenay Zinc Corp. has entered into business combination agreements with each of Canndora Delivery Ltd. and Greeny Collaboration Group (Canada) Inc., and a support agreement with Lifted Innovations Inc., the whole in connection with the company's proposed business combination with Canndora, Greeny and Lifted. The transaction will result in a reverse takeover and change of business of the company, and the resulting issuer from the transaction will continue as a combination of the businesses of Canndora, Greeny and Lifted as a media company that specializes in next-generation e-commerce architecture, transforming e-commerce stores by making them more engaging, reliable and faster with marketplace connectivity.

The company will, concurrently or prior to closing of the transaction, complete a one-for-23 share consolidation to reduce the number of common shares of the company issued and outstanding from 14,964,324 preconsolidated common shares to 650,623 postconsolidated common shares.

Pursuant to the business combination agreements, the company will structure the acquisition of all of the issued and outstanding shares of Canndora and Greeny as an amalgamation, pursuant to which Canndora shareholders will receive an aggregate of 18,260,870 resulting issuer shares in exchange for their shares of Canndora, and Greeny shareholders will receive an aggregate of 8,745,373 resulting issuer shares in exchange for their shares of Greeny. As of today's date, the company has received the approval of the transaction from 100 per cent of the issued and outstanding shares of both Canndora and Greeny.

Pursuant to the support agreement, the company will structure the acquisition of Lifted as a takeover bid supported by the board of directors of Lifted for 100 per cent of the issued and outstanding shares of Lifted and options to acquire shares of Lifted, subject to a minimum deposit condition of 50.1 per cent of Lifted common shares. As of today's date, the company has entered into lockup agreements with Lifted shareholders (who have agreed to tender into the takeover bid), which represents approximately 61 per cent of the issued and outstanding shares of Lifted.

The company will seek shareholder approval of the transaction and related matters at a shareholder meeting of the company to be called following the preparation of meeting materials, and the company will deliver a formal takeover bid offer to the shareholders and option holders of Lifted following the preparation of these materials. The transaction is subject to a number of conditions, including: (i) approval of the Canadian Securities Exchange; (ii) approval of the company's shareholders; (iii) completion of the consolidation; and (iv) completion of a financing of a minimum of $500,000 and up to $1.5-million (which the company has increased from $1-million). Subject to the foregoing conditions being satisfied or, if applicable, waived, the transaction is anticipated to close in August, 2020.

Upon closing of the transaction, the company's name will change to PeakBirch Logic Inc. In connection with the transaction, the parties to the transaction will settle various indebtedness of the company through the issuance of resulting issuer shares.

For illustrative purposes, it is anticipated that, immediately following the closing of the transaction, financing and various shares-for-debt transactions (and assuming the acquisition of 100 per cent of the issued and outstanding shares of Lifted under the takeover bid, and assuming the maximum financing of $1.5-million), there will be approximately 90,881,891 common shares of the resulting issuer outstanding, with, on a non-diluted basis, current Kootenay, Canndora, Greeny and Lifted shareholders holding approximately 0.8 per cent, 20.09 per cent, 10.08 per cent, 67.59 per cent of the resulting issuer, respectively, and subscribers to the financing holding approximately 1.44 per cent of the resulting issuer. Outstanding options and warrants, as applicable, of Kootenay, Canndora, Greeny and Lifted will be converted on a pro rata basis into options and warrants of the resulting issuer. It is anticipated that a portion of the issued and outstanding shares of the resulting issuer will be subject to the escrow requirements of applicable securities laws. Also, resulting issuer shares issued to Lifted shareholders and Greeny shareholders will be subject to a voluntary hold period of four months from the closing of the transaction.

Additionally, Marcos Kraemer will no longer serve on the board of the resulting issuer and will be replaced by Kang Yau. Mr. Yau has over 25 years of accounting experience within various industries. He received a certificate in legal studies from the University of Hong Kong and now operates as a finance director in a construction company based in London, United Kingdom. He oversees the company's day-to-day finances as well as always exploring opportunities for growth and tax saving.

Changes to management and board of the company

Effective June 23, 2020, Tara Haddad has resigned as interim chief executive officer, chief financial officer and director of the company. Von Torres, a director of the company, will replace Ms. Haddad as interim CEO and CFO of the company.

Trading halt

Trading in the common shares of the company has been halted in accordance with the policies of the CSE, and will remain halted until such time as all required approvals and documentation have been filed with and accepted by the CSE, and permission to resume trading has been obtained from the CSE.

We seek Safe Harbor.