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ZIP.H

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Share Name Share Symbol Market Type
TSXV:ZIP.H TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

ZipLocal Announces Changes to Management and Completion of Final Closing of Private Placement

08/05/2012 9:01pm

Marketwired Canada


NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES


ZIPLOCAL INC. (TSX VENTURE:ZIP.H) ("Ziplocal" or the "Company") announced today
that Owen B. Menzel, Elaine Kunda and Timothy M. Gould have resigned as
directors, and Mr. Menzel and Jeffrey R.G. Jackson have resigned as officers, of
Ziplocal. Effective May 3, 2012, John Albright, Perry N. Dellelce and Sheldon
Inwentash were appointed as directors, Kevin Dane was appointed President, and
Paul Van Damme was appointed Chief Financial Officer.


John Albright (Director) is Co-Founder and Managing Partner of Relay Ventures,
an early stage venture fund exclusively focused on mobile software. Previously,
Mr. Albright founded JLA Ventures in 1996, having raised $315 million over four
funds from a diverse group of institutional investors. During his tenure in the
venture capital business, Mr. Albright gained extensive experience assisting
entrepreneurs shape their vision and capital plans into successful long term
growth programs which typically involved an aggressive financing strategy. He
has a history of assisting entrepreneurial companies through significant growth
and eventually to the public markets. His ability to work with and advise senior
management of investee companies, as well as his skills in filling supporting
roles where existing management lack the experience or skill set, has been vital
to the success of past investments. Mr. Albright currently serves as a director
of QuickPlay Media, Nexage, Viewdle, Padopolis, Digby, Achievers, ClearFit and
Blue Ant Media. In addition, he serves as a director of the Canadian Venture
Capital and Private Equity Association (CVCA) and is an advisory board member of
the North American Venture Capital Association. Mr. Albright previously served
on the board of Fun Technology (IPO 2003, acquired by Liberty Media 2006), Q9
Networks (IPO 2004, acquired by Abry 2008), Descartes (IPO 1997), Triple G (IPO
2001, acquired by General Electric 2003), Bioscrypt (IPO 2002) and Sirit (IPO
1998, acquired by Federal Signal 2010). Mr. Albright is a Chartered Financial
Analyst and received his Bachelor of Business Administration degree from the
Schulich School of Business at York University. 


Perry N. Dellelce (Director) is a founder and managing partner of Wildeboer
Dellelce LLP, one of Canada's leading corporate finance transactional law firms.
Mr. Dellelce has served as Chair and director of a number of public and private
companies. He currently serves as a director of ePals Corporation, the world's
leading online social learning network. Mr. Dellelce is extremely active in
community involvement and charity. Some of his current mandates include: Chair -
Board of Directors - Sunnybrook Foundation, Sunnybrook Health Sciences Centre;
Board of Governors - University of Ottawa; Business Advisory Council - Mendoza
College of Business at the University of Notre Dame; Campaign Cabinet -
University of Western Ontario; Campaign Cabinet - Laurentian University; Board
of Directors - The Power Plant Contemporary Art Gallery, Merry Go Round
Children's Foundation, Canada's Walk of Fame, and Young Fellowship, The Duke of
Edinburgh's Award International Foundation. Mr. Dellelce graduated with a B.A.
from the University of Western Ontario in 1985 and an MBA from the University of
Notre Dame in 1987. He subsequently obtained his law degree from the University
of Ottawa in 1990 and was called to the Ontario bar in 1992.


Sheldon Inwentash (Director) is the Chairman and CEO of Pinetree Capital Ltd., a
Canadian investment company with a large portfolio of investments primarily in
the junior resource and energy sectors. Mr. Inwentash, a Chartered Accountant,
also serves as a director and officer for several other TSX and TSX Venture
Exchange listed companies, including Mega Uranium Ltd. and Brownstone Energy
Inc. He brings more than 25 years of experience in the investment industry and a
deep understanding of progressive investment and financial management
strategies. Mr. Inwentash was an Ontario finalist for the 2007 Ernst & Young
Entrepreneur of the Year Award.


Kevin Dane (President) joined Wildeboer Dellelce LLP in 2008 as the firm's Chief
Operating Officer. He is also the Chief Operating Officer of Wildlaw Capital
Markets Inc., an Exempt Market Dealer registered to do business in Ontario,
Quebec, Alberta and British Columbia. Wildlaw Capital provides private and
public companies with expertise in raising early, expansion and mature-stage
capital as well as strategic business and mergers and acquisitions advisory and
planning services. Mr. Dane has a wealth of experience in supporting the growth
of entrepreneurs. With many years at a large Canadian financial services
business, he has financed the growth and development of hundreds of Canadian
companies. Mr. Dane has extensive experience in debt, mezzanine and venture
capital financing as well as consulting services to support business growth. Mr.
Dane has an H.BA from the University of Western Ontario and numerous
certificates in business and finance, including the Canadian Securities Course.
Mr. Dane supports a number of community organizations and charities. He is
currently on the Board of Junior Achievement of Central Ontario.


Paul Van Damme (CFO) has served in senior financial roles for a number of public
companies in both the United States and Canada. Mr. Van Damme helped Laidlaw
Inc. implement their expansion into Europe. After a period as Chief Financial
Officer of a start-up wireless telecommunications company, he joined a private
biotech company and helped raise venture financing to expand their product
portfolio. Mr. Van Damme later joined Allelix Pharmaceuticals Inc. and
participated in the sale of the company to NPS Pharmaceuticals, Inc. of Salt
Lake City. Most recently, he has been the CFO for Bradmer Pharmaceuticals Inc.
Mr. Van Damme is currently a Managing Director of Wildlaw Capital Markets Inc.
Mr. Van Damme received his undergraduate degree (B.Comm.) from the University of
Toronto and his M.B.A. from the Rotman School of Management. He is a Chartered
Accountant and articled with PricewaterhouseCoopers where he served as Audit
Manager in London, England and Toronto, Canada. He currently serves as a
director of Quest PharmaTech Inc. and Insception Biosciences Inc.


The Company also announced that it has completed the final closing of its
previously announced brokered private placement of units, at a price of $1,000
per unit. Each whole unit consists of a $1,000 10% unsecured convertible
debenture and 10,000 warrants. The debentures mature on April 5, 2014. Each
warrant entitles the holder to acquire one common share of Ziplocal, at $0.15
per share, at any time up to April 5, 2013. The Company raised aggregate gross
proceeds of $760,000 pursuant to the private placement. 


The debentures are convertible, at the holder's option, into common shares of
Ziplocal, at $0.10 per share, at any time before maturity. The debentures will
automatically convert into common shares, without any further action on the part
of holders, 10 business days after the consolidation of the issued and
outstanding common shares of Ziplocal, on the proposed basis of one common share
for a minimum of every 10 common shares then issued and outstanding, at a
conversion price equal to the greater of $0.10 per share and a price per share
equal to the average trading price of Ziplocal's common shares over the five day
trading period immediately following the consolidation. There will be no
adjustment to the exercise price of the warrants or the exercise of the warrants
as a result of the consolidation. The debentures and the warrants are otherwise
subject to standard anti-dilution provisions. 


The Company received all required regulatory and TSX Venture Exchange (the
"Exchange") approvals in connection with the private placement. 


Wildlaw Capital Markets Inc. acted as agent in connection with the private
placement and received a commission equal to 6% of the proceeds on eligible
subscriptions.


The Company is using the proceeds of the private placement to settle outstanding
debts and for working capital and general corporate purposes. 


All of the securities issuable in connection with the private placement are
subject to a hold period expiring four months and one day after the relevant
closing date. 


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 or sale of securities in the United States.


ABOUT ZIPLOCAL INC. 

Ziplocal is listed on NEX of the TSX Venture Exchange. Ziplocal currently has
79,757,515 Common Shares outstanding.


Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements regarding a private
placement offering and change of business, including the proposed use of
proceeds of the offering. Actual developments may differ materially from those
contemplated by these statements depending upon, among other things, the ability
of the Company to raise the funds and decisions made by regulators. The forward
looking statements contained in this press release represent the Company's views
and expectations as of the date of this release and should not be relied upon as
representing its views and expectations at any subsequent date.


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