Zenith Capital — M&A Activity 2021

Aug 18, 2021

NOT FOR DISSEMINATION IN THE UNITED STATES

ZENITH CAPITAL CORPORATION ANNOUNCES LETTER OF INTENT FOR QUALIFYING TRANSACTION WITH VENDA ROBOTIX LTD.

Vancouver, British Columbia (August 18, 2021) – Zenith Capital Corporation ("Zenith" or the "Company") (TSX-V: ZENI.P), a capital pool company listed on the TSX Venture Exchange (the "TSXV"), is pleased to announce that it has entered into a binding letter of intent dated August 3, 2021 (the "Letter of Intent") with Venda Robotix Ltd. ("Venda"), an Israeli corporation, and the majority shareholders of Venda, with regard to the acquisition (the "Transaction") by Zenith of all of the issued and outstanding securities of Venda in exchange for securities of the Resulting Issuer (defined below) (the "Securities Exchange").

The Transaction is intended to constitute Zenith's qualifying transaction (the "Qualifying Transaction") pursuant to Policy 2.4 – Capital Pool Companies ("Policy 2.4") of the TSXV Corporate Finance Manual. The Transaction is subject to the approval of the TSXV, execution of a definitive agreement and other closing conditions customary for a transaction of this nature. Zenith, upon completion of the Qualifying Transaction, is referred to in this news release as the "Resulting Issuer".

Venda's principal business is developing a robotic platform for preparing and delivering natural, good-for-you food. Further information about Venda, including financial information, will be provided in a subsequent news release. Venda's principal assets, equal to approximately US$298,000 based on its unaudited accounts for the year ended December 31, 2020 (the "Unaudited Accounts"), include cash and its technology and know-how, including a fully automated robotic smoothie stand. Venda's current liabilities, equal to approximately US$135,000 based on the Unaudited Accounts, are primarily comprised of operational and R&D expenses (e.g., machine's production files optimization and management costs). As of the date of the Unaudited Accounts Venda had no revenues, and had net losses equal to approximately US$369,000.

Transaction Structure

The Letter of Intent contemplates that Zenith, Venda and the securityholders of Venda will complete the Securities Exchange, resulting in the issuance to the securityholders of Venda of the following securities of the Resulting Issuer: (1) approximately 88,314,700 common shares; (2) approximately 7,123,000 share purchase warrants to purchase shares of the Resulting Issuer at exercise prices ranging from $0.28 to $0.40; and (3) approximately 685,300 stock options at exercise prices ranging from $0.35 to $0.45. Upon completion of the Transaction, the Share Financing and Concurrent Financing (each as defined below), the shareholders of Venda will hold approximately 70% of the issued and outstanding common shares of the Resulting Issuer on a non-diluted basis.

In addition, up to 25,000,000 common shares of the Company may be issued to the shareholders of Venda on achieving two performance milestones (the "Milestone Shares"). An aggregate of 12,500,000 Milestone Shares will be issued to the Venda shareholders if the revenue of the Resulting Issuer is at least $10,000,000 within 18 months of the closing of the Transaction (the "First Milestone"). A further 12,500,000 Milestone Share will be issued to the Venda shareholders if the revenue of the Resulting Issuer is at least $25,000,000 within 36 months of the closing of the Transaction (the "Second Milestone"). In the event that the First Milestone is not achieved within 18 months of the closing of the Transaction but the Second Milestone is achieved within 36 months

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of the closing of the Transaction, the full number of Milestone Shares (25,000,000 Milestone Shares) will be issued.

Upon completion of the Transaction, the Company will hold 100% of the equity interests of Venda and it is anticipated that the Company will change its name and trading symbol on the TSXV to a name and trading symbol acceptable to Venda and the applicable regulatory authorities. The Letter of Intent was negotiated at arm's length and the parties are currently negotiating the terms of a definitive securities exchange agreement (the "Securities Exchange Agreement").

Upon completion of the Transaction, giving effect to the Share Financing and the Concurrent Financing described below, the Resulting Issuer is expected to have 125,660,436 common shares outstanding (undiluted). Assuming the issuance of all Milestone Shares, the Resulting Issuer will have 150,660,436 common shares outstanding (undiluted).

Certain of the Resulting Issuer shares issued to the principals of Venda who will become management of the Resulting Issuer, will be subject to escrow in accordance with TSXV policies.

A finder's fee of up to 4,545,735 finder's shares is expected to be payable to an arm's length third party in connection with the Securities Exchange. The finder's fee will be paid to an arm's length party for their role in introducing the parties and facilitating completion of the Transaction. The payment of any finder's fees is subject to approval by the TSXV.

Share Financing

The Company is pleased to announce a private placement of common shares for gross proceeds of $2,000,000 at $0.10 per common share (the "Share Financing"), subject to approval by the TSXV. It is currently anticipated that Share Financing will be non-brokered and that finder's fees of up to 10% in cash will be payable in accordance with TSXV policies.

Concurrent Financing

Concurrent with the closing of the Transaction, Zenith intends to complete a private placement of units (each, a "Unit"), for minimum gross proceeds of $2,000,000 (the "Concurrent Financing"). Each Unit will be issued at $0.25 per unit and consist of one common share of the Resulting Issuer and one common share purchase warrant (a "Warrant"). Each Warrant will be exercisable into one common share of the Resulting Issuer at $0.40 per common share for 2 years. It is currently anticipated that the Concurrent Financing will be non-brokered. In connection with the Concurrent Financing, the Company may engage finders to assist in identifying investors. These finders are expected to receive a finder's fee of up to 10% in cash in accordance with the policies of the TSXV, subject to approval by the TSXV.

The proceeds of the Concurrent Financing will be used by the Resulting Issuer to expand its operations, with a primary focus on R&D and Marketing and Sales, in order to accelerate the execution of the business plan and the Resulting Issuer's global expansion over the next 24 months, namely: (1) increasing the rate of manufacture and deployment of fully automated robotic smoothies stands; (2) expanding operations across Israel, North America, Europe and potentially Australia and New Zealand; and (3) developing AI elements, and the next generation of robot prepared products for the Venda platform.

Management and Board of Directors

Upon completion of the Qualifying Transaction, it is expected that all of the current members of

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Zenith's board of directors and certain senior officers will resign and the board of directors and management team and the Resulting Issuer will be reconstituted with nominees put forth by Venda. Zenith will provide further details regarding the proposed insiders of the Resulting Issuer in due course.

Conditions of Transaction

Upon completion of the Transaction, the parties anticipate that the Resulting Issuer will be listed as a Tier 2 Industrial Issuer.

Completion of the Transaction will be subject to certain conditions, including but not limited to: (a) completion of the Share Financing; (b) completion of the Concurrent Financing; (c) receipt of all necessary approvals of the boards of directors of Zenith and Venda; (d) all required regulatory and third party approvals including but not limited to, a tax ruling for the Israeli tax authority; (e) approval of the Transaction by the TSXV as Zenith's Qualifying Transaction; (f) Venda satisfying the Initial Listing Requirements set by the Exchange for a Tier 2 Industrial Issuer; (g) the parties' entry into a definitive agreement in furtherance to the Letter of Intent; and (h) closing of the Transaction on or before October 31, 2021, unless extended in writing by Zenith and Venda.

Sponsorship

Sponsorship of a Qualifying Transaction is required by the TSXV unless the Transaction qualifies for an exemption from the sponsorship requirement. The Company intends to engage a sponsor to act in connection with the Transaction and will provide further details regarding the sponsor in due course.

Additional Information

Additional information identifying risks and uncertainties is contained in filings by Zenith with the Canadian securities regulators, which filings are available on its SEDAR profile at www.sedar.com.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

About Venda Robotics Ltd.

Venda is an Israeli food tech company located in Tel Aviv, Israel. Venda is focused on the development of a platform for preparing and delivering natural, good-for-you food. Venda Robotics specializes in robots for the food industry with a focus on the front-end food production (FFP) cycle, i.e. on the production and service of food. Venda currently operates in Israel and North America.

ON BEHALF OF THE BOARD

"Charalambos (Harry) Katevatis"

Charalambos (Harry) Katevatis

Chief Financial Officer and Director

Phone: 604-836-6667

Statements in this press release regarding Zenith which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as the completion of the proposed Qualifying Transaction. Such information can generally be identified by the use of forwarding-looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative

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thereof or similar variations. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties such as the risk that the closing may not occur for any reason. Forwarding-looking statements in this news release include the statements that: (i) the parties anticipate that the Resulting Issuer will be listed as a Tier 2 Industrial Issuer; (ii) list out the terms of the Share Financing; and (iii) list out the terms of the Concurrent Financing.

Actual results in each case could differ materially from those currently anticipated in such statements due to factors such as: (i) the decision to not close the Qualifying Transaction or Private Placement for any reason, including adverse due diligence results and TSXV refusal of the Qualifying Transaction; (ii) adverse market conditions; and (iii) the need for additional financing. Except as required by law, the Company does not intend to update any changes to such statements.

Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither 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 release.