ZipLocal Inc.
TSX VENTURE : ZIP.H
NEX BOARD : ZIP.H

ZipLocal Inc.

May 05, 2017 16:00 ET

ZipLocal Inc. Announces Effective Dates for Share Consolidation, Debt Conversion

TORONTO, ONTARIO--(Marketwired - May 5, 2017) -

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

Pursuant to the terms of the previously announced lock-up and support agreement among ZipLocal Inc. (NEX:ZIP.H) ("ZipLocal" or the "Company"), Intercap Inc. and certain holders of 10% convertible debentures (the "Convertible Debentures") of ZipLocal (the "Support Agreement"), ZipLocal will consolidate its issued and outstanding share capital on the basis of one (1) post-consolidation share for each ten (10) pre-consolidation common shares (the "Consolidation"). No fractional shares will be issued under the Consolidation, and any fraction will be rounded down to the nearest whole number. The Consolidation received the approval of the shareholders of ZipLocal at a special meeting of shareholders held on April 13, 2017.

The shares will be listed on the NEX board of the TSX Venture Exchange on a consolidation basis and with a new CUSIP number, effective May 10th, 2017.

New CUSIP: 98975Q206

New ISIN: CA9897502062

In addition, pursuant to the terms of the Support Agreement and in accordance with the terms of the Convertible Debenture, following the Consolidation, the principal amount owing under the Convertible Debentures, and all interest accrued thereon, will be converted into an aggregate of 22,455,749 common shares of ZipLocal on May 11th, 2017 (the "Debt Conversion").

After giving effect to the Consolidation and the Debt Conversion, ZipLocal will have approximately 30,313,611 common shares issued and outstanding.

Neither the 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.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements regarding the Offer, the Consolidation and the Debt Conversion. The forward-looking statements contained in this press release represent the Company's views and expectations as of the date of this press release and should not be relied upon as representing its views and expectations at any subsequent date. Actual developments may differ materially from those contemplated by these forward-looking statements. The forward-looking events and circumstances discussed in this press release, including the completion of the Offer, may not occur or could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company, including (without limitation) risks regarding market conditions, economic factors, and the equity markets generally. No forward-looking statement can be guaranteed. Forward-looking statements speak only as of the date on which they are made and, except as required by applicable securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

About ZipLocal Inc.

ZipLocal Inc. is listed on the NEX Board of the TSX Venture Exchange.

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