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

ZTR ACQUISITION CORP.

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 one-

for-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 frac tional 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 i n 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 p ay down existing trad e

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 acqu isition opportunities. At this time, the Company estimates allocating the

proceeds as follows:

Use of Proceeds Allocated

Amount

Administrative Costs of Private Placement

and Share Consolidation

$20,000

Retirement of Existing Trade Payables $595,000

Retirement of Existing Loans $185,000

Evaluation of Strategic Acquisitions $75,000

General and Administrative Expenses $125,000

Gross Proceeds $1,000,000

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 re asonable,

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 ma terially 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 def ined in the policies of the

TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.