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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.

TORONTO, Sept, 3, 2019 —  Zonetail Inc. (the “Company” or “Zonetail”) (TSX-V:ZONE) is pleased to announce a proposed non-brokered private placement of up to $1,000,000 in Series A 10% subordinated 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 unsecured, 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 10.00% 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 Notes will be subordinated to senior indebtedness of the Company.

The principal amount of each Note together with accrued and unpaid interest may be paid and satisfied, at the election of the Company, through the issuance to the holder of common shares of the Company at a conversion price of $0.06 per share or such other price as the Exchange may permit or require, if and when closing prices of the Common 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 $0.10 per share.

The securities underlying the units issued on closing of the Offering will be subject to a four-month statutory hold period commencing on the date of issuance.  No commissions or fees are payable in connection with this financing.

The initial closing of the Offering is expected to occur on or about September 24, 2019 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, 2019 up to the maximum amount of the Offering.

About Zonetail

Zonetail is a mobile platform for hotels and condominiums providing guests and residents access and interaction with building amenities and services as well as neighboring restaurants, stores, services, and attractions.

Zonetail is partnered with AAHOA, the largest association of hoteliers in the world, representing over 25,000 hotels and 50% of the US market. Zonetail is also partnered with Shiftsuite, one of the largest property management system software providers to the condo industry in Canada, with approximately 2,000 condo buildings, representing an estimated 400,000 units. Zonetail has offices in Toronto, Ontario and San Dimas, California.

For more information, please visit https://zonetail.com.

Zonetail trades under the symbol “ZONE” on the Toronto Venture Stock Exchange.

Zonetail Press Contact

Mark Holmes, President and CEO Zonetail Inc.
Telephone: (416) 583-3773 ext. 228 mark@zonetail.com

Regulatory Statements

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the closing of the Private Placement or the use of proceeds of the Private Placement.  Generally, forward looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic and competitive uncertainties; regulatory risks; risks inherent in technology operations; and other risks of the technology industry. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States.  The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S under the 1933 Act) absent such registration or an applicable exemption from such registration requirements.