Grand Samsara Consulting LLC and CBGB Ventures Corp. signed a binding letter agreement to acquire Zenith Capital Corporation (TSXV:ZENI.P) in a reverse merger transaction on March 8, 2023. Pursuant to the binding letter agreement, Grand Samsara and CBGB Ventures Corp. have agreed to complete a transaction pursuant to which Zenith intends to acquire all of the issued and outstanding securities of each of Grand Samsara and CBGB Ventures Corp., which is expected to result in a reverse take-over of Zenith by the shareholders of Grand Samsara and CBGB Ventures Corp. The proposed transaction is expected to proceed by way of a securities exchange pursuant to which the securityholders of each of Grand Samsara and CBGB will exchange their securities of Grand Samsara and CBGB, respectively, for securities of Zenith such that Grand Samsara and CBGB will become wholly-owned subsidiaries of the Resulting Issuer. It is anticipated that the existing shareholders of Grand Samsara and CBGB will own a majority of the outstanding shares of the Resulting Issuer upon completion of the proposed transaction. The Resulting Issuer anticipates being listed as a Tier 2 mining issuer on the TSXV. Upon completion of the transaction, it is expected that the Resulting Issuer will carry on the business of Grand Samsara.

A concurrent private placement is anticipated to be completed by CBGB for minimum gross proceeds of CAD 1.5 million and by Zenith for minimum gross proceeds of CAD 1 million on or prior to the closing of the transaction. The board of directors and management of Zenith is expected to be reconstituted upon completion of the Proposed Transaction, with one current director of Zenith resigning and each of Zenith and Grand Samsara nominating two directors for appointment to the board of the Resulting Issuer. Zenith and Grand Samsara will jointly nominate a fifth director, to be nominated for election at the next annual general meeting of the Resulting Issuer. Zenith is expected to assume the management contracts of certain key Grand Samsara executives in connection with the transaction. The transaction is subject to various conditions, including: completion of mutually satisfactory due diligence; Zenith entering into a definitive agreement with each of Grand Samsara and CBGB in respect of the transaction; each of Zenith and CBGB entering into the Loan Agreement with Grand Samsara, and each party thereto being in good standing with respect to their obligations thereunder; completion of the Private Placements on or prior to closing; the assumption of the Key Management Contracts on or prior to closing; and the receipt of all requisite regulatory approvals relating to the transaction, including, without limitation, approval of the TSXV, the boards of directors of Zenith, Grand Samsara and CBGB, and the shareholders of Grand Samsara, CBGB and Zenith, if applicable. As the proposed transaction is an arm's length transaction, Zenith does not expect to obtain shareholder approval for the transaction. The transaction will be subject to approval by the shareholders of Grand Samsara and CBGB.