Zenith Exploration Inc. (CNSX:ZX) entered into the arrangement agreement to spin-off High Point Exploration Inc. on May 28, 2019. In related transaction as part of the arrangement agreement, Zenith also agreed to spin-off Top Exploration Inc. Under the terms of the arrangement, Zenith Exploration agreed to transfer certain property claims in Skeena Mining Division to High Point Exploration while agreed to transfer certain property claims in Omenica Mining Division to Top Exploration. Further in the arrangement, the shareholders of Zenith Exploration will receive one common share in High Point Exploration and Top Exploration each, with respect to every five common shares of Zenith Exploration. The record date has been set as July 2, 2019. As of August 22, 2019, the Board of Directors of the Zenith Exploration has established September 13, 2019 as the record date. Upon completion, High Point Exploration and Top Exploration will become reporting issuers in British Columbia, Alberta and Ontario.

Upon completion, four current Directors of Zenith will be Directors and officers of Top Exploration and High Point. Brent Hahn will serve as Chief Executive Officer and Barry Hartley will serve as Chief Financial Officer and Secretary for High Point after the plan arrangement becomes effective. The transaction is subject to the approval by the shareholders of Zenith Exploration, shareholders of High Point Exploration and Top Exploration, receipt of all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders required or necessary or desirable for the completion of the transactions and the Supreme Court of British Columbia. As of August 13, 2019, the transaction has been approved by the shareholders of Zenith and by the Supreme Court of British Columbia on August 19, 2019. The transaction is expected to close September 20, 2019. In a related deal, Zenith Exploration Inc. (CNSX:ZX) entered into the arrangement agreement to spin-off High Point Exploration Inc.

National Issuer Services Ltd. acted as transfer agent with power of attorney to distribute and transfer High Point shares to Zenith Shareholders.