Zaio Corporation
TSX VENTURE : ZAO

Zaio Corporation

August 15, 2013 19:00 ET

Zaio Corporation Announces Private Placement

CALGARY, ALBERTA--(Marketwired - Aug. 15, 2013) -

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Zaio Corporation (TSX VENTURE:ZAO) ("Zaio" or the "Company") announced today that it has completed the third tranche of its previously announced private placement of secured, redeemable convertible debentures (each, a "Debenture") and raised gross proceeds of $1,068,000 under this tranche. Together with Debentures issued on May 9, 2013 and June 5, 2013 the Company has issued Debentures for cumulative gross proceeds of $2,443,000 under the private placement. The Company anticipates completing a final tranche of the private placement within the next 30 days.

Each Debenture is convertible into units (each, a "Unit") of the Company at a price of $0.12 per Unit at any time prior to maturity (being May 9, 2017) or redemption. Each Unit consists of one common share ("Common Share") of the Company and one Common Share purchase warrant ("Warrant"). Each Warrant is exercisable to acquire one Common Share at a price of $0.15 per Common Share for a period of 24 months from the date of issuance of the Warrant. The Debentures will accrue interest at a rate of 10% per annum payable semi-annually in Common Shares or cash, at the option of the holder. Debentures will be secured against all of the Company's property and assets and will be registered in all of the jurisdictions in which the Company carries on business.

The Company may, at any time prior to maturity and upon giving notice, prepay the Debentures in full or in part, by paying the holders thereof the outstanding principal amount plus a 10% premium on the outstanding principal amount as a bonus for early redemption, together with all accrued and unpaid interest. Debenture holders will continue to have the ability to convert their Debentures until the date specified for redemption.

MGI Securities Inc. (the "Agent") acted as lead agent for the private placement. In consideration for its services, the Agent and its sub-agents received an aggregate of $24,960 in commissions on this portion of the private placement. In addition, the Agent and its sub-agents were issued an aggregate of 1,112,500 broker warrants, each broker warrant being exercisable to acquire a broker unit at a price of $0.12 per Unit for a period of 48 months from the date of issuance of the broker warrants.

Each broker unit will consist of one Common Share of the Company and one Warrant. Each whole Warrant will be exercisable to acquire one Common Share of the Company at a price of $0.15 per Common Share for a period of 24 months from the date of issuance of the Warrants.

All of the securities issued under the private placement are subject to a four-month hold period from the date of issuance.

About Zaio Corporation

Zaio provides customers in the property valuation, underwriting and lending industries with real-time access to certified appraisal reports from the Company's patented database of proactively maintained residential property valuations prepared by licensed appraisers across the United States. The Company's products are available in the United States through its Licensee, Zone Data Systems LLC.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities of the Company will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.

This press release contains forward looking statements including completing the final tranche of the private placement. The Company believes that the expectations reflected in this news release are reasonable but actual results may be affected by a variety of variables and may be materially different from the results or events predicted in the forward-looking statements and there can be no assurance that the final tranche of the private placement will close. Readers are therefore cautioned not to place undue reliance on these forward-looking statements. In evaluating forward-looking statements readers should consider the risk factors which could cause actual results or events to differ materially from those indicated by such forward-looking statements. These forward-looking statements are made as of the date hereof and unless otherwise required by applicable securities laws, the Company does not intend nor does it undertake any obligation to update or revise any forward-looking statements

Neither TSXV nor their Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Zaio Corporation
    David King
    President & CEO
    (403) 984-ZAIO
    www.zaio.com