Zonetail Inc. Provides Update on Non-Brokered Private Placement for up to $1,295,683
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Zonetail Inc. Provides Update on Non-Brokered Private Placement for up to $1,295,683
TORONTO, Ontario, May 29, 2020 — Zonetail Inc. (“Zonetail” or the “Company”) (TSXV: ZONE), is pleased to announce that it has received a 30 day extension from the TSX Venture Exchange (“TSXV”) (to July 2, 2020) to its previously announced private placement (see press releases dated February 19, 2020 and April 13, 2020 and April 29 for full details). The private placement is offering 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 $0.02 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 minimum of $450,000 (the “Minimum Proceeds”) and a maximum of $1,295,683 (the “Maximum Proceeds”). Each Warrant will entitle its holder to purchase one (1) additional Share of the Company at an exercise price of $0.05, for a period of twelve (12) months from the closing date of the Offering. The Offering is subject to the receipt of all necessary approvals, including the approval of the TSXV, as well as the satisfaction of other customary closing conditions, including achievement of the Minimum Proceeds under the Offering. The closing of the Minimum Proceeds is expected to close on or about June 1, 2020.
An insider of the Company plans to backstop the private placement and may subscribe for an aggregate number of Units in one or more closings, such that it is anticipated that the same insider of the Company will become a “control person” pursuant to the policies of the TSX Venture Exchange (the “TSXV“) as a result of the Offering.
The issuance of Units to the insider pursuant to the Offering is considered a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company relied on exemptions from the formal valuation and minority approval requirements in sections 5.5(g) and 5.7(1)(e) of MI 61-101 in respect of insider participation on the basis of financial hardship. Further details will be provided in the Company’s material change report to be filed on SEDAR.
To comply with the minority approval requirements of the TSXV, the issuance of Units to the insider and the potential resulting creation of a new control person will be subject to the approval of disinterested shareholders of the Company by ordinary written resolution (the “Control Person Resolution“). It is anticipated that the Control Person Resolution will be approved by a majority of the voting securities of the Company held by disinterested shareholders, excluding the votes attaching to the common shares held by the insider and any of their related parties, prior to the closing of any subscription of Units by the insider such that he becomes a control person.
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.
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.