Zaio Corporation
TSX VENTURE : ZAO

Zaio Corporation

April 16, 2013 21:00 ET

ZAIO Proposes Amendments to Debenture Terms

CALGARY, ALBERTA--(Marketwired - April 16, 2013) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Zaio Corporation (TSX VENTURE:ZAO) ("Zaio" or the "Company") today announced that it has filed an application to further amend the terms of its existing 10% secured, redeemable, convertible debentures (the "Existing Debentures") to allow for a conversion of the Existing Debentures into new Debentures (the "New Debentures"). The New Debentures will have the same terms as the debentures to be issued on the private placement announced by the Company on April 8, 2013.

Each New Debenture (plus any accrued interest and unpaid interest) will be convertible into units (each, a "Unit") of the Company at a price of $0.12 per Unit at any time prior to maturity (being the date that is 48 months from the issuance of the Debentures) or redemption. Each Unit will consist of one common share ("Common Share") of the Company and one Common Share purchase warrant ("Warrant"). Each 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 Warrant. The New 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. New 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 New 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. Holders of the New Debentures will have the ability to convert their New Debentures until the date specified for redemption.

To become effective, in addition to the approval of the TSX Venture Exchange, the proposed amendments require approval by way of Extraordinary Resolution (as defined in the Trust Indenture) and the Company will seek such approval in due course in accordance with the terms of the Trust Indenture. The amendment will also be conditional upon closing of the proposed Private Placement.

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 statements regarding the terms and completion of the proposed debenture amendments and 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. 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 including that the proposed private placement may not close or if it closes it may be on terms which are different from those set out above and that debentureholders may not approve the amendment. 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 the TSXV nor its 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