ZipLocal Inc.
TSX VENTURE : ZIP.H

ZipLocal Inc.

April 05, 2012 16:36 ET

ZipLocal Completes Private Placement

TORONTO, ONTARIO--(Marketwire - April 5, 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 completed the brokered private placement of units (the "Units"), at a price of $1,000 per Unit, for aggregate gross proceeds to the Company of $750,000 (the "Offering"), previously announced on January 20, 2012. Each whole Unit consists of a $1,000 principal amount 10% unsecured convertible debenture (a "Debenture") and 10,000 warrants ("Warrants"). The Debentures mature on April 5, 2014 (the "Maturity Date"). Each Warrant entitles the holder to acquire one common share of Ziplocal (the "Common Shares"), at an exercise price of $0.15 per Common Share, at any time up to April 5, 2013.

The Debentures are convertible at the holder's option into Common Shares at any time before the Maturity Date at a conversion price of $0.10 per Common Share. The Debentures will automatically convert into Common Shares, without any further action of the holder, 10 business days after the consolidation of all of the issued and outstanding Common Shares, on the proposed 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 Common Share; and (ii) the average trading price of Common Shares over the five day trading period immediately following the Consolidation.

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 received all required regulatory and TSX Venture Exchange (the "Exchange") approvals in connection with the Offering.

Wildlaw Capital Markets Inc. acted as agent in connection with the Offering and received a commission equal to 6% of the proceeds on certain subscriptions pursuant to 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.

All of the securities issuable in connection with the Offering are 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.

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