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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 Completes Private Placement

05/04/2012 9:36pm

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 completed the brokered private placement of units (the "Units"), at
a price of $1,000 per Unit, for aggregate gross proceeds to the Company of
$750,000 (the "Offering"), previously announced on January 20, 2012. Each whole
Unit consists of a $1,000 principal amount 10% unsecured convertible debenture
(a "Debenture") and 10,000 warrants ("Warrants"). The Debentures mature on April
5, 2014 (the "Maturity Date"). Each Warrant entitles the holder to acquire one
common share of Ziplocal (the "Common Shares"), at an exercise price of $0.15
per Common Share, at any time up to April 5, 2013. 


The Debentures are convertible at the holder's option into Common Shares at any
time before the Maturity Date at a conversion price of $0.10 per Common Share.
The Debentures will automatically convert into Common Shares, without any
further action of the holder, 10 business days after the consolidation of all of
the issued and outstanding Common Shares, on the proposed basis of one Common
Share for a minimum of every 10 Common Shares then issued and outstanding (the
"Consolidation"), at a conversion price equal to the greater of: (i) $0.10 per
Common Share; and (ii) the average trading price of 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 will otherwise be subject to standard anti-dilution provisions. 


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


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


All of the securities issuable in connection with the Offering are 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.


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.


Shares Outstanding 79,757,515

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