Zenith Capital — Proxy Solicitation & Information Statement 2021

May 6, 2021

ZENITH CAPITAL CORPORATION
2475 QUEENS AVENUE
WEST VANCOUVER, BC, V7V 2Y9

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS GIVEN that the Annual General and Special Meeting of Shareholders (the "Meeting") of Zenith Capital Corporation (the "Company") will be held at the offices of Miller Thomson LLP located at 400 – 725 Granville Street, Vancouver, B.C., V7Y 1G5 on May 28, 2021 at 10:00 a.m. (Vancouver time) for the following purposes:

1. to receive the Company's audited financial statements for the financial year ended July 31, 2020 and the auditor's report thereon;
2. to fix the number of directors for the ensuing year at three (3) and to elect directors for the ensuing year;
3. to appoint Manning Elliott LLP, as the Company's auditor for the ensuing fiscal year and to authorize the directors to set the auditor's remuneration;
4. to consider, and if deemed appropriate, to pass an ordinary resolution of disinterested shareholders, removing the consequences associated with the Company not completing a Qualifying Transaction within 24 months of its listing date, in accordance with certain changes to TSX Venture Exchange Policy 2.4 – Capital Pool Companies ("Policy 2.4");
5. to consider, and if deemed appropriate, to pass an ordinary resolution of disinterested shareholders, approving the Company making certain amendments to the Company's escrow agreement in accordance with certain changes to Policy 2.4;
6. to approve the Company's stock option plan, as more particularly set out in the accompanying Information Circular; and
7. to transact such other business as may properly be brought before the Meeting or any adjournment thereof,

all as more particularly set out in the attached Information Circular. The form of proxy accompanies this Notice. The Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice.

The Directors have fixed the close of business on March 30, 2021 as the record date for determination of shareholders entitled to notice of and the right to vote at the Meeting either in person or by proxy. A shareholder who is unable to attend the Meeting in person and who wishes to ensure that their shares will be voted at the Meeting, is requested to complete, date and execute the enclosed form of Proxy and deliver it to the Company's transfer agent: ODYSSEY TRUST COMPANY, Attn: Proxy Department, 409 Granville Street, Suite 350, Vancouver, British Columbia, Canada, V6C 1T2 in accordance with the instructions set out in the form of Proxy and Management Information Circular.

Due to the COVID-19 Pandemic and given the restrictions on public gatherings and in the best interest of the health of all participants in the Company's Meeting, the Company respectfully asks that all shareholders do not attend the Meeting in person. The Company requests that shareholders who wish to participate by listening to the Meeting, contact the Company by 10:00 a.m. (Pacific time) on Wednesday, May 26, 2021 at

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zenithcapital@shaw.ca to be included in the telephone conference for the Meeting. The Company will arrange for telephone participation for all shareholders who have requested it by 10:00 a.m. (Pacific time) on Wednesday, May 26, 2021. However, the Company strongly recommends that shareholders vote by proxy or VIF in advance to ease the voting tabulation at the Meeting by Odyssey Trust Company. If public health guidelines regarding physical distancing in British Columbia have changed by the Meeting date of May 28, 2021, the Company will issue a news release advising of permitted Meeting attendance in accordance with such updated guidelines.

DATED at Vancouver, British Columbia, this 30th day of March, 2021.

BY ORDER OF THE BOARD OF DIRECTORS OF ZENITH CAPITAL CORPORATION

(signed) “Charalambos (Harry) Katevatis”

Charalambos (Harry) Katevatis
President, Chief Executive Officer and Director