Ztr Acquisition Corp. Announces Completion of Private Placement and Share Consolidation

Suite 918-1030 West Georgia Street Vancouver, British Columbia, Canada, V6E 2Y3 Tel. No. (604) 628-5621 ♦ Fax No. (604) 662-7950

ZTR ACQUISITION CORP. ANNOUNCES COMPLETION OF PRIVATE PLACEMENT AND SHARE CONSOLIDATION

Vancouver, British Columbia – June 12, 2020 – ZTR Acquisition Corp. (TSXV: ZTR.H) (the “Company”) announces that it has completed a consolidation of its common share capital on a onefor-five basis (the “Share Consolidation”) and has completed an offering of 20,000,000 post-Share Consolidation common shares (each, a “Share”) by way of non-brokered private placement (the “Private Placement”). The Shares were offered at a price of $0.05 per Share, for gross proceeds of $1,000,000.

Prior to completion of the Share Consolidation, the Company had 43,771,659 common shares outstanding and, following completion of the Share Consolidation and Private Placement, it now has 28,754,330 shares outstanding.

Effective at the opening of markets on June 12, 2020, the common shares of the Company commenced trading on a post-Share Consolidation basis under the existing ticker symbol “ZTR.H”, consistent with the TSX Venture Exchange bulletin issued on June 10, 2020. No fractional shares were issued in connection with the Share Consolidation. Shareholders who would otherwise be entitled to receive a fraction of a common share will be rounded to the nearest whole number of shares and no cash consideration will be paid in respect of a fractional share. Registered holders of common shares of the Company will receive a letter of transmittal from Computershare Trust Company of Canada with instructions on how to exchange existing share certificates for new post-Share Consolidation certificates.

No finders’ fees or commissions were paid in connection with completion of the Private Placement. All securities issued in connection with the Private Placement are subject to statutory hold period until October 12, 2020 in accordance with applicable Canadian securities laws.

The Company intends to use the net proceeds of the Private Placement to pay down existing trade payables and outstanding loans, to cover the costs associated with the Share Consolidation and Private Placement, to satisfy continuous disclosure and regulatory obligations, and to continue the evaluation of potential strategic acquisition opportunities. At this time, the Company estimates allocating the proceeds as follows:

The above figures are estimates only, and there may be circumstances in which the Company is required to reallocate proceeds of the Private Placement based on the operational needs of the Company. At this time, except for repayment of a loan in the amount of $24,500 owing to the Chief Executive Officer of the Company, the Company does not propose to make any payments to related parties, although may in the future elect to compensate related parties for services rendered to the Company.

The Private Placement included a subscription from a director of the Company for 100,000 Shares. The issuance of Shares to a director of the Company, pursuant to the Private Placement, is considered a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on exemptions from the formal valuation and minority approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the participation by the director, as neither the fair market value of, nor the fair market value of the consideration for, the Private Placement, insofar as it involves a director of the Company, exceeded twenty-five percent of the market capitalization of the Company.

For further information please contact:

Martin Bajic, Chief Executive Officer Tel: (604) 628-5621 Fax: (604) 662-7950

This news release contains statements about the Company's expectations regarding the use of the net proceeds from the Private Placement that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements and there can be no assurance that such expectations will prove to be correct. Factors that could cause the actual results to differ materially from those in forward-looking statements include decisions by management of the Company to reallocate the proceeds of the Private Placement based on the future operational needs of the Company. The forward- looking statements contained in this news release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, except a required by applicable securities laws. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

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 news release.