Zaio Corporation Announces $5 Million Brokered Private Placement

/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./

CALGARY, June 11, 2014 /CNW/ - Zaio Corporation (TSX-V:ZAO), ("Zaio" or the "Company"), is pleased to announce that it proposes to complete a private placement (the "Offering") of up to 25,000,000 units (the "Units") of the Company for aggregate proceeds of $5,000,000. Each Unit will be priced at $0.20 (the "Issue Price") and consist of one common share (a "Common Share") in the capital of the Company and one common share purchase warrant (each whole common share purchase warrant, a "Warrant") of the Company. Each Warrant will entitle the holder to purchase an additional common share of the Company at a price of $0.28 for a period of three years from the date of issue. The Company expects to close the Offering on or about June 27, 2014, or such other date as agreed to between the Company and the Agents (the "Closing Date").

The syndicate, led by Haywood Securities Ltd. and which includes Clarus Securities Inc. and Mackie Research Capital Corporation (the "Syndicate"), is offering the Units on a "best efforts" basis. The Company has granted the Agents an option (the "Over-Allotment Option") to sell up to an additional $2,000,000 of Units (the "Additional Units") at the Issue Price. The Over-Allotment Option is exercisable, in whole or in part by the Syndicate, on behalf of the Agents, by giving notice to the Company at any time prior to the period ending 30 days following the Closing Date.

The Company intends to use the net proceeds from the Offering to fund acquisitions and for working capital and general corporate purposes. 

The Offering remains subject to the approval of the TSX Venture Exchange and the satisfaction of other customary closing conditions. All securities issued pursuant to the offering (and any underlying securities) will be subject to a four-month hold period.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, or for an account or benefit of U.S. persons (as such term in defined in Regulation S under the United States Securities Act of 1933, as amended).

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.

This press release contains forward looking statements including completing the private placement, the use of proceeds and receipt of all necessary regulatory approvals. The Company believes that the expectations reflected in this news release are reasonable but actual results may be affected by a variety of variables and may be materially different from the results or events predicted in the forward-looking statements and there can be no assurance that the second tranche of the private placement will close. Readers are therefore cautioned not to place undue reliance on these forward-looking statements. In evaluating forward-looking statements readers should consider the risk factors which could cause actual results or events to differ materially from those indicated by such forward-looking statements. These forward-looking statements are made as of the date hereof and unless otherwise required by applicable securities laws, the Company does not intend nor does it undertake any obligation to update or revise any forward-looking statements

Neither the TSXV nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Zaio Corporation

For further information, 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]