TORONTO, Ontario, December 15, 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 $0.04 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 of 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 $0.06, 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 Toronto Venture Exchange (the “TSXV”), as well as the satisfaction of other customary closing conditions.

Assuming the Maximum Proceeds are raised, the Company will issue 12,500,000 Shares and 12,500,000 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 $0.06 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.

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 December 23, 2022, with a final closing no later than January 27, 2023. Zonetail will update shareholders when the Offering has been completed and TSXV final approval has been


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.

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For more information, please contact:

Mark Holmes

President and CEO

Zonetail Inc.

Telephone: (416) 994-5399

Legal Disclaimer and Forward-Looking Statements

This press release contains forward-looking statements that relate to Zonetail’s current expectations and views of future events. In some cases, these forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “anticipate”, “aim”, “estimate”, “intend”, “plan”, “seek”, “believe”, “potential”, “continue”, “is/are likely to” or the negative of these terms, or other similar expressions intended to identify forward-looking statements. Certain matters discussed in this announcement contain statements, estimates and projections about the growth of Zonetail’s business, potential distribution partnerships and/or clients, and related business strategy. Such statements, estimates and projections may constitute forward-looking statements within the meaning of the federal securities laws. Factors or events that could cause our actual results to differ may emerge from time-to-time. Zonetail undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The recipient of this information is cautioned not to place undue reliance on forward-looking statements. Forward-looking statements are based on certain assumptions and analysis made by Zonetail in light of its experience and perception of historical trends, current conditions and expected future developments and other factors Zonetail believes are appropriate, and are subject to risks and uncertainties. Although Zonetail believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. Given these risks, uncertainties and assumptions, prospective purchasers should not place undue reliance on these forward-looking statements.