Ziplocal Inc.

Ziplocal Inc.

August 16, 2012 16:01 ET

Ziplocal Inc. Announces Private Placement

TORONTO, ONTARIO--(Marketwire - Aug. 16, 2012) -


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 up to $250,000 (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 Debentures will automatically convert into Common Shares upon the consolidation of all of Common Shares on the basis of one new Common Share for every 10 Common Shares 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. Each Warrant will be exercisable to acquire one Common Share, at an exercise price of $0.15 per Common Share, at any time up to the first anniversary of the closing 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.

At closing, the Agent will receive a commission equal to 6.0% of the gross proceeds raised under the Offering.

The proceeds of the Offering will be used for working capital and general corporate purposes.

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

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 August 24, 2012.

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


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.

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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