Zenith Exploration Announces Plan of Arrangement
Suite 1080, 789 West Pender Street Vancouver, BC V6C 1H2
NEWS RELEASE
ZENITH EXPLORATION ANNOUNCES PLAN OF ARRANGEMENT
Vancouver, BC – May 28, 2019 – Zenith Exploration Inc. (CSE: “ZX”) (“Zenith” or the “Company”) is pleased to announce a plan of arrangement with its two subsidiaries, High Point Exploration Inc. and Top Exploration Inc.
The Company has entered into the arrangement agreement and the plan of arrangement among Zenith Exploration Inc., High Point Exploration Inc. and Top Exploration Inc. dated May 28, 2019 (the “Arrangement).
Pursuant to the Arrangement, the Company will transfer its Mantle Property to High Point Exploration Inc. and its Golden Girl Property to Top Exploration Inc.
The Mantle Property is located in the Skeena Mining Division in British Columbia and consists of the following mineral claims:
| Tenure Name | Record Number | Area: hectares (Acres) | Record Date | Expiry Date |
|---|---|---|---|---|
| MANTLE 1 | 1040280 | 360.05 (889.32) | December 1, 2015 | June 19, 2022 |
| MANTLE 2 | 1040285 | 303.08 (748.61) | December 1, 2015 | June 19, 2022 |
| MANTLE 3 | 1042507 | 170.49 (421.11) | March 2, 2016 | June 19, 2022 |
| MANTLE 4 | 1042508 | 151.64 (374.55) | March 2, 2016 | June 19, 2022 |
| TOTAL AREA | 985.26 (2,433.59) |
The Golden Girl Property is located in Omenica Mining Division in British Columbia and consists of the following mineral claims:
| Tenure Name | Record Number | Area: hectares (Acres) | Record Date | Expiry Date |
|---|---|---|---|---|
| GOLDEN GIRL 1 | 1032630 | 273.691 (676.02) | December 9, 2014 | February 15, 2022 |
| GOLDEN GIRL 2 | 1033582 | 182.414 (450.56) | January 22, 2015 | February 15, 2022 |
| GOLDEN GIRL 3 | 1033583 | 91.236 (225.35) | January 22, 2015 | February 15, 2022 |
| GOLDEN GIRL 4 | 1033584 | 146.012 (360.65) | January 22, 2015 | February 15, 2022 |
| TOTAL AREA | 693.353 (1,712.58) | January 22, 2015 | February 15, 2022 |
News Release – May 28, 2019 Page 2 of 2
The Company will concentrate its exploration efforts on the Scotch Creek Property, which is the main property of the Company.
The Arrangement is subject to the approval by the shareholders of the Company and the Supreme Court of British Columbia.
If approved, the Arrangement will result in the shareholders of the Company receiving one common share in each subsidiary with respect to every five common shares of the Company as of the share distribution record date, which will be determined by the board of directors of the Company and announced by way of a separate news release. There will be no change in the shareholders’ holdings in the Company as a result of the Arrangement. No outstanding warrants or options of the Company will be transferred over to the subsidiaries. Upon completion of the Arrangement, the two subsidiaries will become reporting issuers in British Columbia, Alberta and Ontario.
Full details of the proposed Arrangement will be provided in a Management Information Circular that will be mailed to the shareholders of the Company. The Arrangement will be available on www.sedar.com under the profile of the Company.
On Behalf of the Board of Directors
ZENITH EXPLORATION INC.
Brent Hahn Chief Executive Officer Telephone: 604-428-7050
Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
FORWARD LOOKING STATEMENT This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business and trading in the common stock of Zenith Exploration Inc., the raising of additional capital and the future development of the business. The forwardlooking information is based on certain key expectations and assumptions made by the company's management. Although the Company believes that the expectations and assumptions on which such forwardlooking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. These forwardlooking statements are made as of the date of this press release and Zenith disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.