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

ZipLocal Inc.

March 17, 2017 13:50 ET

ZipLocal Inc. Announces Lock-Up and Support Agreement With Intercap Inc.

TORONTO, ONTARIO--(Marketwired - March 17, 2017) -

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ZipLocal Inc. ("ZipLocal" or the "Company") (NEX:ZIP.H) announced today that it has entered into a lock-up and support agreement (the "Support Agreement") with Intercap Inc. ("Intercap"), a corporation incorporated under the Business Corporations Act (Ontario) and certain holders (the "Holders") of unsecured convertible debentures of the Company (the "Convertible Debentures"). Pursuant to the Support Agreement, and subject to the terms and conditions thereof, Intercap has agreed to make an offer to acquire all of the issued and outstanding common shares of the Company (the "Common Shares") at a price of $0.0035 per share (the "Offer") on a post-Consolidation (as defined herein) basis, and the Holders that are parties to the Support Agreement (the "Supporting Holders") have agreed to tender the Common Shares held by such Supporting Holders to the Offer (including those Common Shares issuable pursuant to the Debt Conversion (as defined herein)).

Pursuant to the terms of the Support Agreement, the Company shall, subject to shareholder approval, consolidate its outstanding Common Shares on the basis of one new post-consolidation Common Share for every ten pre-consolidation Common Shares (the "Consolidation"), and thereafter convert the Convertible Debentures in the principal amount of $1,010,000 plus all accrued interest owing thereunder into Common Shares at a conversion price of $0.10 per share (on a post-Consolidation basis) in respect of the principal amount and at a conversion price of $0.05 per share (on a post-Consolidation basis) in respect of the accrued interest, all in accordance with the terms of the Convertible Debentures (the "Debt Conversion"). Following the Consolidation and the Debt Conversion, there will be approximately 27,857,862 Common Shares issued and outstanding.

Further details regarding the Consolidation and the Debt Conversion are provided in a management information circular (the "Circular") which has been mailed to holders of the Common Shares in connection with the special meeting of the shareholders of the Company to approve the Consolidation (the "Meeting") to be held on April 13, 2017.

Intercap's obligation to make the Offer is conditional upon, among other things, the completion of the Consolidation and the Debt Conversion and Holders holding not less than eighty percent of the principal amount of the Convertible Debentures becoming a party to the Support Agreement. The Offer, if made, will be described in greater detail in a take-over bid circular (the "Take-Over Bid Circular") to be prepared and delivered to shareholders of the Company by Intercap, and in a directors' circular prepared and delivered to shareholders by the board of directors of the Company in response to the Take-Over Bid Circular.

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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