ZipLocal Inc.
TSX VENTURE : ZIP.H

ZipLocal Inc.

January 20, 2012 16:30 ET

ZipLocal Announces Private Placement and Proposed Change of Business

TORONTO, ONTARIO--(Marketwire - Jan. 20, 2012) -

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

ZIPLOCAL INC. (TSX VENTURE:ZIP.H) ("Ziplocal" or the "Company") announced today that it has engaged Wildlaw Capital Markets Inc. (the "Agent") to complete a brokered private placement of units (the "Units"), at a price of $1,000 per Unit, for aggregate gross proceeds to the Company of a minimum of $500,000 and up to a maximum of $750,000 (the "Offering"). Each whole Unit will consist of a $1,000 principal amount 10% unsecured convertible debenture (a "Debenture") and 10,000 warrants ("Warrants"). The Debentures will mature on the second anniversary of the date of closing (the "Maturity Date") and will be convertible at the holder's option into common shares of Ziplocal (the "Common Shares") at any time before the Maturity Date at a conversion price of $0.10 per Common Share (the "Conversion Price"). The Debentures will automatically convert into Common Shares at the Conversion Price upon the consolidation by the Company of all of its Common Shares on the basis of one new Common Share for every 10 Common Shares outstanding (the "Consolidation"). Each Warrant will entitle the holder to acquire one Common Share, at an exercise price of $0.15 per Common Share, at any time up to the Maturity Date. There will be no adjustment to the Conversion Price, the exercise price of the Warrants and the number of Common Shares to be received on conversion of the Debentures or the exercise of the Warrants as a result of the Consolidation, but the Debentures and the Warrants will otherwise be subject to standard anti-dilution provisions.

Certain members of the J.L. Albright Ventures group of funds have committed to subscribe for Units having a total purchase price of $250,000. The participating funds are J.L. Albright IV Venture Fund, J.L. Albright IV Parallel Venture Fund and J.L. Albright IV Parallel II Venture Fund (collectively, "JLA Ventures"). JLA Ventures holds approximately 21.1 million Common Shares (representing approximately 26.5% of the outstanding shares) and is an insider of the Company.

Upon closing, the Agent will receive a commission equal to 6% of the gross proceeds raised under the Offering.

The proceeds of the Offering will be used primarily to settle outstanding obligations of the Company and for working capital and general corporate purposes.

Completion of the Offering is subject to receipt of all required regulatory and TSX Venture Exchange (the "Exchange") approvals.

All of the securities issuable in connection with the Offering will be subject to a hold period expiring four months and one day after the closing date of the Offering.

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.

It is anticipated that the closing of the Offering will occur on or about January 31, 2012.

Proposed Change of Business

The Company has been inactive since July 2009 when it sold substantially all of its assets. Following the closing of the Offering, the Company intends to undertake a series of transactions including raising a minimum of $3 million by means of one or more further offerings, applying to the Exchange for reactivation and graduation from NEX to Tier 2 of the Exchange as an Investment Issuer (the "Transaction"). In addition, the Company intends to hold an annual and special meeting of shareholders for purposes of, among other things, reconstituting the board of directors and obtaining shareholder approval to the Consolidation, a change of the Company's name and to the Transaction. Management of the Company intends to keep shareholders fully informed of its progress in achieving these objectives and resuming operations as a viable and profitable investment company interested in investments in emerging technologies and businesses that are innovative in their industry.

Completion of the Transaction is subject to a number of conditions, including Exchange acceptance and, if appropriate, disinterested shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

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 and change of business, 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.

Contact Information

  • ZipLocal
    Owen B. Menzel
    Chairman, President and Chief Executive Officer
    (416) 919-5735
    omenzel@pwm.ca