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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 Private Placement and Proposed Change of Business

20/01/2012 8:30pm

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 it has engaged Wildlaw Capital Markets Inc. (the "Agent") to complete a
brokered private placement of units (the "Units"), at a price of $1,000 per
Unit, for aggregate gross proceeds to the Company of a minimum of $500,000 and
up to a maximum of $750,000 (the "Offering"). Each whole Unit will consist of a
$1,000 principal amount 10% unsecured convertible debenture (a "Debenture") and
10,000 warrants ("Warrants"). The Debentures will mature on the second
anniversary of the date of closing (the "Maturity Date") and will be convertible
at the holder's option into common shares of Ziplocal (the "Common Shares") at
any time before the Maturity Date at a conversion price of $0.10 per Common
Share (the "Conversion Price"). The Debentures will automatically convert into
Common Shares at the Conversion Price upon the consolidation by the Company of
all of its Common Shares on the basis of one new Common Share for every 10
Common Shares outstanding (the "Consolidation"). Each Warrant will entitle the
holder to acquire one Common Share, at an exercise price of $0.15 per Common
Share, at any time up to the Maturity Date. There will be no adjustment to the
Conversion Price, the exercise price of the Warrants and the number of Common
Shares to be received on conversion of the Debentures or the exercise of the
Warrants as a result of the Consolidation, but the Debentures and the Warrants
will otherwise be subject to standard anti-dilution provisions.


Certain members of the J.L. Albright Ventures group of funds have committed to
subscribe for Units having a total purchase price of $250,000. The participating
funds are J.L. Albright IV Venture Fund, J.L. Albright IV Parallel Venture Fund
and J.L. Albright IV Parallel II Venture Fund (collectively, "JLA Ventures").
JLA Ventures holds approximately 21.1 million Common Shares (representing
approximately 26.5% of the outstanding shares) and is an insider of the Company.


Upon closing, the Agent will receive a commission equal to 6% of the gross
proceeds raised under the Offering.


The proceeds of the Offering will be used primarily to settle outstanding
obligations of the Company and for working capital and general corporate
purposes. 


Completion of the Offering is subject to receipt of all required regulatory and
TSX Venture Exchange (the "Exchange") approvals. 


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 closing date of the
Offering. 


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.


It is anticipated that the closing of the Offering will occur on or about
January 31, 2012.


Proposed Change of Business

The Company has been inactive since July 2009 when it sold substantially all of
its assets. Following the closing of the Offering, the Company intends to
undertake a series of transactions including raising a minimum of $3 million by
means of one or more further offerings, applying to the Exchange for
reactivation and graduation from NEX to Tier 2 of the Exchange as an Investment
Issuer (the "Transaction"). In addition, the Company intends to hold an annual
and special meeting of shareholders for purposes of, among other things,
reconstituting the board of directors and obtaining shareholder approval to the
Consolidation, a change of the Company's name and to the Transaction. Management
of the Company intends to keep shareholders fully informed of its progress in
achieving these objectives and resuming operations as a viable and profitable
investment company interested in investments in emerging technologies and
businesses that are innovative in their industry.


Completion of the Transaction is subject to a number of conditions, including
Exchange acceptance and, if appropriate, disinterested shareholder approval. The
Transaction cannot close until the required shareholder approval is obtained.
There can be no assurance that the Transaction will be completed as proposed or
at all.


Investors are cautioned that, except as disclosed in the disclosure document to
be prepared in connection with the Transaction, any information released or
received with respect to the Transaction may not be accurate or complete and
should not be relied upon. Trading in the securities of the Company should be
considered highly speculative.


The Exchange has in no way passed upon the merits of the proposed Transaction
and has neither approved nor disapproved the contents of this press release.


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 proposed
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.


Shares Outstanding: 79,757,515

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