ZipLocal Inc.
TSX VENTURE : ZIP.H

ZipLocal Inc.

December 18, 2012 16:30 ET

Ziplocal Announces Appointment of Jos Schmitt as a Director and First Closing of Private Placement

TORONTO, ONTARIO--(Marketwire - Dec. 18, 2012) -

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ZIPLOCAL INC. (TSX VENTURE:ZIP.H) ("Ziplocal" or the "Company") is pleased to announce the addition of Jos Schmitt as a director of the Company and the first closing of its previously announced private placement of units.

Jos Schmitt, Director

Ziplocal is pleased to announce the appointment of Jos Schmitt as a director of the Company.

Mr. Schmitt served as the Chief Executive Officer of the Alpha Exchange Group until its recent acquisition by TMX Group. He has more than 25 years' experience in the Canadian and international financial services industry, with specific expertise in market infrastructure across asset classes and jurisdictions. Previously, Mr. Schmitt served as Executive Vice President Head of the Americas and Global Head of Capital Markets for a professional services company focused on the financial services industry. During this tenure, Mr. Schmitt was the strategic advisor to and director of operational and/or technology programs for some of the world's largest market infrastructure organizations and broker-dealers. Mr. Schmitt's previous roles include President and Chief Executive Officer of a European derivatives exchange and clearing house, President and CEO of a pan-European indices publisher, Chairman of a derivatives self-regulatory organization, and Head of Strategy and Business Operations at a European stock exchange.

Private Placement

Ziplocal has completed the first closing of its previously announced private placement of units (the "Units") for proceeds of $250,000. Each whole Unit consists of a $1,000 10% unsecured convertible debenture (a "Debenture") and 10,000 warrants ("Warrants"). The proceeds of the private placement will be used for working capital and general corporate purposes.

The Debentures mature on April 5, 2014. The Debentures are convertible at the holder's option into common shares at any time before maturity at a conversion price of $0.10 per share. The Debentures will automatically convert into common shares, without any further action of the holder, 10 business days after the proposed consolidation of all of the issued and outstanding common shares, on the expected basis of one common share for a minimum of every 10 common shares then issued and outstanding (the "Consolidation"), at a conversion price equal to the greater of: (i) $0.10 per share; and (ii) the average trading price of common shares over the five day trading period immediately following the Consolidation.

Each Warrant entitles the holder to acquire one common share of Ziplocal, at $0.15, at any time up to December 18, 2013.

There will be no adjustment to the exercise price of the Warrants or the exercise of the Warrants as a result of the Consolidation. The Debentures and the Warrants will otherwise be subject to standard anti-dilution provisions.

The Company has received conditional acceptance from the TSX Venture Exchange in connection with the private placement.

Wildlaw Capital Markets Inc. has acted as agent in connection with the private placement and has received a commission equal to 6% of the proceeds.

All of the securities issuable in connection with the private placement are subject to a hold period expiring four months and one day after the closing date.

The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This release does not constitute an offer or sale of securities in the United States.

ABOUT ZIPLOCAL INC.

Ziplocal is listed on NEX of the TSX Venture Exchange. Ziplocal currently has 79,757,515 Common Shares outstanding.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements regarding a proposed offering, including the proposed use of proceeds of the offering. Actual developments may differ materially from those contemplated by these statements depending upon, among other things, the ability of the Company to raise the funds and decisions made by regulators. The forward looking statements contained in this press release represent the Company's views and expectations as of the date of this release and should not be relied upon as representing its views and expectations at any subsequent date.

Shares Outstanding 79,757,515

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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