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ZIP.H

0.00
0.00 (0.00%)
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 Appointment of Jos Schmitt as a Director and First Closing of Private Placement

18/12/2012 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") is pleased to
announce the addition of Jos Schmitt as a director of the Company and the first
closing of its previously announced private placement of units.


Jos Schmitt, Director

Ziplocal is pleased to announce the appointment of Jos Schmitt as a director of
the Company.


Mr. Schmitt served as the Chief Executive Officer of the Alpha Exchange Group
until its recent acquisition by TMX Group. He has more than 25 years' experience
in the Canadian and international financial services industry, with specific
expertise in market infrastructure across asset classes and jurisdictions.
Previously, Mr. Schmitt served as Executive Vice President Head of the Americas
and Global Head of Capital Markets for a professional services company focused
on the financial services industry. During this tenure, Mr. Schmitt was the
strategic advisor to and director of operational and/or technology programs for
some of the world's largest market infrastructure organizations and
broker-dealers. Mr. Schmitt's previous roles include President and Chief
Executive Officer of a European derivatives exchange and clearing house,
President and CEO of a pan-European indices publisher, Chairman of a derivatives
self-regulatory organization, and Head of Strategy and Business Operations at a
European stock exchange.


Private Placement

Ziplocal has completed the first closing of its previously announced private
placement of units (the "Units") for proceeds of $250,000. Each whole Unit
consists of a $1,000 10% unsecured convertible debenture (a "Debenture") and
10,000 warrants ("Warrants"). The proceeds of the private placement will be used
for working capital and general corporate purposes. 


The Debentures mature on April 5, 2014. The Debentures are convertible at the
holder's option into common shares at any time before maturity at a conversion
price of $0.10 per share. The Debentures will automatically convert into common
shares, without any further action of the holder, 10 business days after the
proposed consolidation of all of the issued and outstanding common shares, on
the expected 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 share; and (ii) the average trading price of
common shares over the five day trading period immediately following the
Consolidation. 


Each Warrant entitles the holder to acquire one common share of Ziplocal, at
$0.15, at any time up to December 18, 2013. 


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 has received conditional acceptance from the TSX Venture Exchange in
connection with the private placement. 


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


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 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 proposed
offering, 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

FOR FURTHER INFORMATION PLEASE CONTACT: 
Ziplocal Inc.
Kevin Dane
President
(416) 361-4771
kdane@wildlaw.ca

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