Zaio Corporation Announces Approval of Previously Proposed Automatic Debenture Conversion

CALGARY, May 25, 2016 /CNW/ - The Company is pleased to announce that holders of 10% secured, redeemable, convertible debentures ("Debentures") today approved, by extraordinary resolution, indenture amendments providing for the automatic conversion (the "Automatic Conversion") of outstanding Debentures into only common shares of the Company (the "Common Shares") in consideration for the issuance of 10,833 Common Shares for each $1,000 Debenture.

"We strongly believe that the automatic conversion of debentures into common shares benefits both the Company and our debentureholders," said Phil Wazonek, President & COO of Zaio Corporation. "Through this automatic conversion, we not only strengthen our balance sheet from reduced interest costs, but also ensure that we have the working capital we need moving forward to provide confidence to both new and current clients of our Valuation Vision business. This decision is intended to benefit all stakeholders and increase shareholder value, furthering us towards our goal of having the capital structure required to accelerate growth."

The amendments (the "Amendments") to the indenture governing the Debentures approved today provide for:

1. payment, of 10,833 Common Shares for each $1,000 Debenture (or integral multiple thereof) automatically converted;
   
   
2. conversion into Common Shares only instead of units comprised of Common Shares and warrants; and
   
   
3. automatic conversion of the Debentures.

Each Debentureholder will be issued 8,333 Common Shares upon conversion at $0.12 per Common Share and 2,500 Common Shares in consideration for the Amendments for a total of 10,833 Common Shares for each $1,000 Debenture or integral multiple thereof. No further investment of funds is required of Debentureholders. Completion of the trust indenture amendment and issuance of the Common Shares are subject to receipt of final Exchange approval.

About Zaio Corporation

Zaio Corporation provides real estate valuation technologies to deal with today's dynamic housing market through its proprietary valuation solutions.  Every day GSE, banking, and investor clients rely on our proprietary solutions to fund loans and value assets. At Zaio, our mission is to ensure that our solutions provide businesses and consumers unparalleled insight into their real estate assets. For more information, visit www.zaio.com.

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

This news release contains forward-looking statements which may include financial and business prospects, as well as statements regarding the Company's future plans, objectives or economic performance and financial outlooks. Such statements are subject to risk factors associated with the real estate industry, the overall economy in both Canada and the United States. Forward-looking information in this press release, includes, among other things, information relating to any applicable approvals required in order to complete the trust indenture amendment which may include, but is not limited to, debentureholder approval or the approval of the TSX Venture Exchange. 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. 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.

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 www.zaio.com or contact: Shane Copeland, CEO, Zaio Corporation, 760-208-6460, [email protected]; Phil Wazonek, President & COO, Zaio Corporation, 403-819-5449, [email protected]; Babak Pedram, Investor Relations, Virtus Advisory Group Inc., 416-644-5081, [email protected]