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Zimtu Capital arranges $1-million private placement

2023-01-25 14:35 ET - News Release

Mr. David Hodge reports

ZIMTU CAPITAL CORP. ANNOUNCES PRIVATE PLACEMENT OFFERING OF UNITS

Zimtu Capital Corp. has arranged a non-brokered private placement offering of up to 14,285,714 units at a price of seven cents per unit for gross proceeds of up to $1-million. Each unit will comprise one common share in the capital of the company and one non-transferable share purchase warrant. Each warrant will entitle the holder to purchase one additional share in the capital of the company for a period of five years from the closing date at an exercise price of nine cents.

The offering is expected to close on or before Jan. 31, 2023. The offering is not subject to a minimum amount and the maximum gross proceeds of the offering is $1-million. All securities will be subject to a hold period of four months and one day from the closing date of the offering. It is anticipated that, assuming that the maximum amount is raised, majority the net proceeds will be used for proposed investments in new opportunities that have been incubated, including initiatives in the following sectors: oil and gas exploration and production, precious and critical minerals exploration and production, a technology platform for the entertainment industry, and an active hydrogen technology business venture. The company will also use certain of the net proceeds for project development activities to satisfy existing contractual arrangements and for working capital purposes.

David Hodge, president and a director of the company, comments, "Pursuing an equity position in these new opportunities would be a great investment for Zimtu's shareholders."

The offering is subject to approval of the TSX Venture Exchange. Finders' fees or brokers' commissions comprising cash and/or securities of the company may be paid in connection with the offering, in accordance with exchange policies.

The offering will be conducted pursuant to available prospectus exemptions, including issuances to accredited investors, close personal friends, and close business associates of directors and officers of the company and to existing shareholders of the company pursuant to the exemption set out in British Columbia Instrument 45-534. Shareholders of record of the company as at Jan. 23, 2023, are eligible to participate under the existing shareholder exemption. In order to rely on the existing shareholder exemption, the subscriber (a) must have been a shareholder of the company on the record date and continue to hold shares of the company until the closing date of the offering, (b) must be purchasing the units as principal, and (c) may not purchase more than $15,000 value of securities in any 12-month period, unless the subscriber has received advice from a registered investment dealer regarding the suitability of the investment. If the company receives subscriptions from investors relying on the existing shareholder exemption which exceed the maximum amount of the offering, the company intends to adjust the subscriptions received on a pro rata basis.

The offering may be closed in one or more tranches, as subscriptions are received any participation by insiders will constitute a related-party transaction under Multilateral Instrument 61-101 (Protection of Minority Security Holders In Special Transactions) but is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.

About Zimtu Capital Corp.

Zimtu Capital is a public investment issuer that aspires to achieve long-term capital appreciation for its shareholders. Zimtu Capital companies may operate in the fields of mineral exploration, mining, technology, life sciences or investment.

We seek Safe Harbor.

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