Toronto, Ontario–(Newsfile Corp. – March 13, 2023) – Zonetail Inc. (TSXV: ZONE) (OTCQB: ZTLLF) (“Zonetail” or the “Company”) is pleased to announce a proposed non-brokered private placement of up to $1,000,000 in Series A 20% secured notes (“Notes”) of the Company at a purchase price of $1,000 per Note (the “Offering”). The proceeds from the Offering will be used for sales and marketing activities, as well as general working capital purposes.

The Notes will be granted a security interest ranking equivalent to other notes in this offering and ranking ahead of all unsecured debt of the Corporation but subordinate to its indebtedness from time to time to its commercial lender, to the extent such indebtedness is secured by the property and assets of the Company, will be repayable two (2) years from the closing of the Offering, and have other customary terms and conditions including customary events of default. Interest will accrue on the principal amount of the Notes at 20.00% per annum, payable annually in arrears. The maturity date for repayment of the Notes may be extended, at the option of the Company, for up to an additional 12 months, on payment of additional interest at the rate of 2% for such extension period. Interest, including additional interest if any due during the extension period, will be payable annually in arrears, and in cash or common shares, at the election of the Company.

The Corporation will pay on account of accrued and unpaid interest (to the extent payable in cash) first and payments on account of principal second, 40% of monthly cash received from gross revenue in excess of $150,000. Such payments shall be made within 30 days following the end of each month on a pro rata basis to all holders of the Notes and shall result in a permanent reduction of the principal amounts due thereunder.

The principal amount of each Note and all accrued and unpaid interest, as maybe outstanding, may be converted into common shares of the Corporation (the “Shares”), with each Share priced at $0.05 per Share for the first year from closing and $0.10 per Share thereafter (the “Conversion Price”).

Conversion terms

  1. attheoptionoftheholderatanytime.
  2. attheoptionoftheCorporation,attheConversionPriceifandwhentheclosingpriceoftheCommon Shares on the TSX Venture Exchange or any other exchange or market on which the Common Shares may be traded on 10 consecutive or non-consecutive trading days equals or exceeds $0.125 per share.

20,000 Warrants per Note. Each Warrant shall be exercisable into one (1) common share of the Corporation for one year from the closing date (the “Warrant Expiry Date”) at an exercise price of $0.05 warrant. The Warrants will be issued as certificates in registered form to the subscribers under the Offering. The Warrants will expire on the Warrant Expiry Date unless extended by the Corporation in its discretion subject to any required regulatory consents or approvals. The Warrants will contain customary terms and conditions including anti-dilution protections and acceleration provisions in the event of the occurrence of a sale or change of control of the Corporation.

The initial closing of the Offering is expected to occur on or about March 31, 2023 but is at the discretion of the Company and is subject to certain conditions, including the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange. Additional closings may occur prior to December 31, 2023 up to the maximum amount of the Offering.

Officers and directors considered insiders of the Company, may participate in the Offering. The issuance of securities to offices and directors pursuant to the Offering (“Insider Participation”) is considered to be a related party transaction within the meaning of TSXV Policy 5.9 and Multilateral

Instrument 61-101 (“MI 61-101”). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(g) and 5.7(1)(e) of MI 61-101 in respect of the Insider Participation.

About Zonetail

Zonetail Inc. (TSXV: ZONE) (OTCQB: ZTLLF) is a mobile platform and market network. 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. 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 your home. Zonetail is partnered with Yardi, Shiftsuite and now MRI Software which together account for an estimated 50 million households across North America.

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For more information, please contact:
Mark Holmes, President and CEO, Zonetail Inc. T: (416) 994-5399 E:

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.