ZipLocal Inc.
TSX VENTURE : ZIP.H

ZipLocal Inc.

July 11, 2014 08:00 ET

ZipLocal Inc. Announces Proposed Reverse Take-Over Transaction With Enthrive Inc.

TORONTO, ONTARIO--(Marketwired - July 11, 2014) -

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

ZipLocal Inc. ("ZipLocal" or the "Company") (TSX VENTURE:ZIP.H) announced today that it has entered into a letter of intent dated July 10, 2014 with Enthrive Inc. ("Enthrive"), a corporation incorporated under the Business Corporations Act (Ontario), pursuant to which ZipLocal and Enthrive intend to complete a business combination (the "Proposed Transaction"). The Proposed Transaction, if completed, will constitute a Reverse Takeover Transaction under Policy 5.2 - Changes of Business and Reverse Takeovers of the TSX Venture Exchange (the "TSX-V").

Enthrive® is a Toronto-based privately held technology company and is a leader in the remote weight loss coaching market. Enthrive operates an online and mobile marketplace for consumers to easily find and work with a Registered Dietitian from anywhere in Canada and the United States. Enthrive's proprietary online and mobile platform, A Coach at Every Meal™, enables consumers to check in weekly with their Registered Dietitian weight loss coach through video conference, and provides a number of supporting weight loss tools, such as customized menu plans, healthy recipes, a photo food journal, and weight loss tracker. Enthrive has facilitated 23,000 coaching sessions since 2011. Enthrive services consumer, health club members and the employees of corporate clients. For more information, visit www.enthrive.com.

As part of the Proposed Transaction, Enthrive will complete a private placement of subscription receipts for aggregate gross proceeds of up to $7,500,000 (the "Private Placement"). Mackie Research Capital Corporation has been engaged by Enthrive to act as lead agent of the Private Placement. The terms of the Private Placement will be determined in the context of the market.

Following the completion of the Proposed Transaction, the shareholders of Enthrive (including investors under the Private Placement) will hold a significant majority of the outstanding common shares of the Company (or resulting issuer).

A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the TSXV.

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to: completion of satisfactory due diligence; completion of the Private Placement; execution of a definitive agreement in respect of the Proposed Transaction; receipt of requisite regulatory approvals; acceptance of the Proposed Transaction by the TSX-V; receipt of all requisite approvals from the shareholders of each of ZipLocal and Enthrive for the Proposed Transaction and ancillary matters relating thereto; and the completion of all other actions necessary to consummate the Proposed Transaction. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

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

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

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements regarding the Proposed Transaction and the Private Placement. 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 Proposed Transaction, 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 the technology industry, 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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