TORONTO, Ontario, July 21, 2022 – Zonetail Inc. (“Zonetail” or the “Company”) (TSXV: ZONE, OTCQB: ZTLLF), is pleased to announce that it intends to offer for sale, on a non-brokered private placement basis, securities of the Company (the “Offering”) consisting of units of the Company (the “Units”) at a price of $0.05 per Unit, with each Unit being comprised of one common share (a “Share”) and one whole common share purchase warrant (a “Warrant”), for aggregate gross proceeds to Zonetail a maximum of $500,000 (the “Maximum Proceeds”). Each Warrant will entitle its holder to purchase one (1) additional Share of the Company at an exercise price of $0.07, for a period of thirty-six (36) months from the closing date of the Offering. The Offering is subject to the receipt of all necessary approvals, including the approval of the the Toronto Venture Exchange (the “TSXV”), as well as the satisfaction of other customary closing conditions, including achievement of the Minimum Proceeds under the Offering.
Assuming the Maximum Proceeds are raised, the Company will issue 10,000,000 Shares and 10,000,000 Warrants.
In connection with the Offering, the Company may pay finder’s fees equal to 6% of the gross proceeds in cash and issue 6% non-transferable warrants (the “Finder Warrants”) to various registered dealers or finder’s, representing up to 6% of the Units sold through such registered dealers or finders in the Offering. Each Finder Warrant will entitle the holder thereof to purchase one (1) Zonetail Share at a price of $0.07 per share for a period of thirty-six (36) months from the closing date of the offering with the same expiry provision and the Warrants.
A portion of the Offering may be allocated to investors relying on the “accredited investor” or other exemptions available to Zonetail under National Instrument 45-106 – Prospectus Exemptions.
The proceeds of the Offering, net of expenses, will be used for the Company’s core business operations, including the development of the Company’s sales channel, technology development and working capital.
Certain insiders of Zonetail may participate in the Offering; however, the total participation by insiders is not expected to exceed 25% of the Offering. The Company will pay finders fees comprised of cash and securities of the Company in consideration for any finder assisting with the Offering.
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 date of issuance of the securities.
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 for sale of securities in the United States.
It is anticipated that the first closing of the Offering will occur on or about August 15, 2022, with a final closing no later than September 30, 2022. Zonetail will update shareholders when the Offering has been completed and TSXV final approval has been received.
About Zonetail
Zonetail Inc. (TSXV: ZONE, OTCQB: ZTLLF) is a mobile platform and market network that enables high-rise residents to better manage their homes by connecting people to products, amenities and services. Our Mission is to provide a state-of-the-art mobile platform that enables high-rise residents to better manage their homes by connecting people to products, amenities, and services. And our Vision is to build a critical mass of users in the hard-to-reach, high rise residential vertical, through a unique mobile market network model – providing vital information, products, and services at the tap of a screen. We are the search engine to optimize you home. Zonetail also has a partnership with AAHOA, the largest association of hotels in the world representing approximately 35,000 hotels and 65% of the U.S. hotel market. The Company expects to relaunch its hotel vertical when market conditions within the hotel industry have rebounded after COVID.
For more information, please visit https://www.zonetail.com.
For further information, please contact:
Zonetail Inc.
Mark Holmes
President
Phone: (416) 583-3773 x 228
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE US. 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.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Forward Looking Statements
This release includes forward-looking statements regarding Zonetail and its business. Such statements are based on the current expectations and views of future events of Zonetail’s management. In some cases the forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “plan”, “anticipate”, “intend”, “potential”, “estimate”, “believe” or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of the failure to complete the rights offering, known and unknown risk factors and uncertainties affecting Zonetail, including risks regarding economic factors and the equity markets generally and many other factors beyond the control of Zonetail. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Forward-looking statements speak only as of the date on which they are made and Zonetail undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by applicable securities laws.
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.