Zaio Announces Acquisition of the National License Agreement from Zone Data Systems

CALGARY, Dec. 20, 2013 /CNW/ - Zaio Corporation (TSX-V:ZAO), ("Zaio" or "the Company"), is pleased to announce that it has entered into a definitive agreement to acquire the National License Agreement ("NLA") from Zone Data Systems LLC. ("ZDS") for 13.6 million common shares of Zaio and 13.6 million common share purchase warrants. The Company had previously announced the entering into of a letter of intent to acquire the NLA on July 5, 2013.

"We are delighted to see the teams come together with aligned interests as shareholders of Zaio," said David King President and CEO of Zaio Corporation. "With the acquisition of this legacy agreement, Zaio can now record all of the revenue related to the sale of its appraisal and valuation products directly and regain operational control of the US Territory related to administrative and sales functions."

The completion of the NLA acquisition, will simplify the role of the Company's appraisers, making them more efficient to build the database. "The agreement allows the ZDS appraisers to focus on customer service and delivery of valuation products," said Randy Kass Managing Committee Chairman of ZDS. "Both of these objectives, in addition to increased coverage of residential properties in the US Territory are now significantly enhanced by the surge in new software tools being provided by Zaio. Coming together as one entity will provide vastly increased synergy and operational capacity." Under Zaio's control, a set of services, processes and guidelines will be installed and enforced to create consistency and structure for all appraisers across the Country. The net result will be a faster and more effective service offering across Zaio's entire platform.

The National License Agreement was signed in 2009, and provided for ZDS to manage revenue and collect 50% of net profits for all sales in the US from Zaio's technology and data platform.

The completion of the NLA acquisition is subject to closing conditions and all required regulatory approvals, including approval by the TSX Venture Exchange and Zaio shareholder approval, if applicable. In the event that shareholder approval is required, it is anticipated that the shareholder meeting will be scheduled to be held early in the first quarter of 2014.

Neither 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.

Forward-Looking Information

Certain information in this press release is forward-looking within the meaning of Canadian securities laws as it relates to anticipated events and strategies. When used in this context, words such as will, anticipate, believe, plan, mandated, intend, target, and expect or similar words suggest future outcomes.

Forward-looking information in this press release includes, among other things, information relating to: (i) the closing of the NLA acquisition; (ii) the ability of the Company to obtain the approval of the TSX Venture Exchange; and (iii) the ability of the Company to obtain shareholder approval for the transaction.

These statements are based on certain assumptions and analyses made by the Company in light of its experience, current conditions and expected future developments and other factors it believes are appropriate. The material factors and assumptions used to develop these forward-looking statements include, but are not limited to: (i) the ability of the Company to close the NLA acquisition as contemplated; (ii) the ability of the Company to obtain the approval of the TSX Venture Exchange for the issuance of common shares and common share purchase warrants as anticipated; and (iii) the ability of the Company to obtain shareholder approval for the transaction.

Whether actual results, performance or achievements will conform to the Company's expectations and predictions is subject to a number of known and unknown risks and uncertainties which could cause actual results and experience to differ materially from the Company's expectations. Such risks and uncertainties include, but are not limited to, risks relating to: (i) whether the NLA acquisition will be completed or close as expected; (ii) whether the Company is able to obtain the approval of the TSX Venture Exchange for the issuance of the securities as consideration for the NLA acquisition; and (iii) whether the shareholders of the Company will approve the NLA acquisition. If any such risks actually occur, they could materially adversely affect the Company's business, financial condition or results of operations. In that case the trading price of the Company's common shares could decline, perhaps materially.

Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Forward-looking statements are provided for the purpose of providing information about management's current expectations, and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. Zaio does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in Zaio's expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

About Zaio Corporation

Zaio provides customers in the property valuation, underwriting and lending industries with real-time access to certified appraisal reports from the company's patented database of proactively maintained residential property valuations prepared by licensed appraisers across the United States. Visit the company online at zaio.com.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities of the Company will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.

SOURCE: Zaio Corporation

visit zaio.com or contact:

David King
President & CEO
Zaio Corporation
(403) 984-ZAIO
[email protected]

Babak Pedram
Investor Relations
Virtus Advisory Group Inc.
416-995-8651
[email protected]