Ztr Acquisition Corp. to Complete 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. TO COMPLETE PRIVATE PLACEMENT

AND SHARE CONSOLIDATION

Vancouver, British Columbia – May 20, 2020 – ZTR Acquisition Corp. (TSXV: ZTR.H) (the

“Company”) announces that it has approved a consolidation of the Company’s common share capital

on a one -for-five basis (the “ Share Consolidation”). An effective share consolidation of one -for-

up-to-twenty was previously approved at the annual general and special meeting of the shareholders

of the Company held on June 7, 2019. The Company currently has 43, 771,659 common shares

outstanding and, following completion of the Share Consolidation, it is expected to have

approximately 8,754,332 shares outstanding.

In connection with completion of the Share Consolidation, the Company intends to offer up to

20,000,000 post-Share Consolidation common shares (each, a “ Share”) by way of non -brokered

private placement (the “ Private Placement”). The Shares will be offered at a price of $0.0 5 per

Share, for gross proceeds of up to $1,000,000.

The Company intends to use the net proceeds of the Private Placement to pay down existing trading

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. Assuming the Private Placement is completed in full,

and no finders’ fees are payable in connection with the placement, 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, or in the event the Private Placement is not completed in f ull. 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.

In connection with completion of the Private Placement , the Company may pay finders’ fees to

eligible parties who have assisted in introducing subscribers to the Company. All securities to be

issued in connection with the Private Placement will be subject to a four-month-and-one-day statutory

hold period in accordance with applicable securities laws. Completion of the Share Consolidation,

and the Private Placement, remains subject to the approval of the TSX Venture Exchange.

Completion of the Share Consolidation is also subject to the Company meeting certai n public

distribution requirements prescribed by the TSX Venture Exchange. The Company intends to rely

upon the Private Placement to meet these distribution requirements. As a result, completion of the

Share Consolidation, and the Private Placement, are contingent on each other, and one cannot proceed

without the other.

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 expectati ons regarding the completion of the Share

Consolidation and the Private Placement, the receipt of required regulatory approvals in connection therewith, and the

Company’s intend 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 ca use the actual results to differ ma terially from those in forward -looking statements

include failure to obtain regulatory approval in connection with the Share Consolidation, and the Private Placement .

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.