Zenith Exploration Inc. Announces Corporate Updates and Early Warning Report Disclosure Regarding Share Sale
ZENITH EXPLORATION INC. ANNOUNCES CORPORATE UPDATES AND
EARLY WARNING REPORT DISCLOSURE REGARDING SHARE SALE
Toronto, Ontario – October 14, 2020 – Zenith Exploration Inc. (the “Corporation”) announces
the resignation of Barry Hartley as director and C hief Financial Officer and Brent Hahn as Chief
Executive Officer , and thanks them for their service to the Corporation. To fill the foregoing
vacancies, Mohammad Shaygan has been appointed to the board of directors of the Corporation
(the “Board”), and as Chief Executive Officer. Jesse Hahn has been appointed as interim Chief
Financial Officer.
Early Warning Report Disclosure
Jason Gold (“Gold”) announces he has acquired ownership of an aggregate of 9,760,330 Shares
and 3,166,667 common share purchase warra nts of the Corporation, each such warrant bei ng
exercisable at an exercise price of $0.05 per share until April 14, 2025 (the “Warrants”) by way of
a share purchase agreement with five (5) vendors (the “ Share Pur chase”). Gold’s cash
consideration for the Shares and the Warrants is $117,233.46, or $0.009 per security.
Prior to the Share Purchase, Gold held zero (0) Shares and zero (0) convertible securities. After the
Share Pur chase, Gold now holds an aggregate of 9,760,330 Shares and 3 ,166,667 Warrants
representing approximately 25.2% of the issued and outstanding Shares on a non-diluted basis and
30.81% on a partially diluted basis (assuming full exercise of Gold’s Warrants). Gold acquired the
Shares and Warrants for investment purposes and may, from time to time, acquire additional Shares
or Warrants or dispose of some or all of the Shares or Warrants he currently holds.
Mohammed Shaygan (“Shaygan”) announces he has acquired control of an aggregate of 9,760,330
Shares under the Shar e Purchase. 8,550,000 of the Shares (the “Escrowed Shares”) acquired by
Shaygan are subject to the Form 46-201F1 escrow agreement dated February 21, 2020 entered into
between National Securities A dministrators Ltd. , and certain shareho lders. Shaygan acquired
control of the Escrowed Shares by enterin g into a voting suppor t agreement with the legal and
beneficial owners of the Escrowed Shares (the “Owners”), whereby the Owners have agreed to
exercise the voting rights attaching to the Esc rowed Shares at the direction of Shaygan. Shaygan
will acquire legal ownership of th e Escrowed Shares upon their release from escrow. Shaygan has
also acquired ownership of 3,166,667 Warrants. Shaygan’s cash considera tion for the Shares and
the Warrants is $117,234.46, or $0.009 per security.
Prior to the Share Purchase, Shaygan held zero (0) Shares and zero (0) convertible securities. After
the Share Purchase, Shaygan now holds an aggregate of 9,760,330 Shares and 3,166,667 Warrants
representing approximately 25.2% of the issued and outstanding Shares on a non-diluted basis and
30.81% on a partially diluted basis (assuming full exerci se of Shaygan’s Warrants). Shaygan
acquired the Shares and Warrants for investment p urposes and may, from time to time, acquire
additional Share s or Warrants or disp ose of some or all of the Shares or Warrants he currently
holds.
Darren Carrigan (“Carrigan”) announces he has acquired ownership of an aggregate of 9,760,330
Shares and 3,1 66,667 Warrants under the Share Pur chase. Carrigan’s cash co nsideration for the
Shares and the Warrants is $117,233.46, or $0.009 per security.
Prior to the Share Purchase, Carrigan held zero (0) Shares and zero (0) convertible securities. After
the Share Purchase, Carrigan now holds an a ggregate of 9,760,330 Shares and 3,166,667 Warrants
representing approximately 25.2% of the issued and outstanding Shares on a non-diluted basis and
30.81% on a partially diluted basis (assuming full exercise of Carrigan’ s Warrants). Carrigan
acquired the Shares and Warrants for i nvestment purposes an d may, from time to time, acquire
additional Shares or Warrants or dispose of some or all o f the Shares or Warrants he currently
holds.
In connection with the Share Purchase, Barry Hartley, Jesse Hahn, Brent Hahn, and James McCrea
have forfeited all of their share purchase options entitling them to purchase Shares.
The Shares were acquired pu rsuant to the private agreement exemption from the formal take -over
bid requirements of National Instrument 62 -104, on the basis that the Shares were acquired from
five or fewer vendors and there was a reasonab le basis to conclude that the purchase price d id not
exceed 115% of the value of the Shares.
This news release is issued pursuant to the early warning requirements of a pplicable securities
laws. This news relea se and the related early warning report s will be filed on SEDAR at
www.sedar.com under the Corporation’s profile.
Corporation’s Contact Information:
For further informa tion relating to the Corp oration, please refer to the Corporation’s profile on
SEDAR which can be accessed at www.sedar.com or contact:
Mohammad Shaygan
Chief Executive Officer
Telephone: 011-507-6004-1530
For furt her information or to obt ain a copy of the rel ated early warning report, pleas e contact
Mohammad Shaygan at 011 507 6004 1530.
Forward-Looking Information and Statements
This press release contains certain "forward -looking information" within the meanin g of applicable Canadian
securities legislation. Such forward-looking information and forwa rd-looking statements are not representative of
historical facts or information or current condition, but instead represent only t he Corporation's beliefs regarding
future events, plans or o bjectives, many of wh ich, by their nature, are inherently uncertai n and outside of the
Corporation's control. Generally, such forward -looking information or forward -looking statements can be
identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected",
"budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or
variations of such words a nd phrases or may contain statement s th at certain actions, e vents or results "may ",
"could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved".
The forward-looking information and forward-looking statements contained herein may include, but are not limited
to, information co ncerning the anticipated release of the Escrowed Shares to Shaygan which w ould result in
Shaygan acquiring legal ownership of the Escrowed Shares , and the Corporation closing the P rivate Placement
according to the terms indicated in th is press release. Although the Corporation believes that the assumptions and
factors used in preparing , and the expectations contained in, the forward -looking information and statements are
reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee
can be given that such forward - looking information and statements will prove to be accurate, as actual results and
future events could differ materially from those anti cipated in such information and stat ements. The forward -
looking information and f orward-looking statements contained in this p ress release are made as of the date of this
press release, and the Corporation does not undertake to update any forward -looking information and/or forward -
looking statements that are contai ned or referenced her ein, except in accordance with applicable sec urities laws.
All s ubsequent written and oral forward - looking information and statements attributable to the Corporation or
persons acting on its behalf is expressly qualified in its entirety by this notice.