Zaio Corporation Announces Completion of Second Tranche of Debenture Financing for Gross Proceeds of $2.386 Million

/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 1, 2016 /CNW/ - Zaio Corporation (TSXV: ZAO) ("Zaio" or the "Company") is pleased to announce that it has closed the second tranche of its previously announced (see press release January 26, 2016) private placement (the "Financing") with gross proceeds of an additional $2.386 million for total gross proceeds pursuant to the Financing of approximately $3.971 million. The Company anticipates a third and final closing in the near future.

Zaio issued an aggregate amount of approximately $2.386 million in principal amount of debentures ("Debentures") to subscribers ("Subscribers") at a price of $1,000 per $1,000 principal amount of Debenture. The Debentures will mature on June 1, 2019.

As part of the Financing, Zaio also issued approximately 7,158,000 common share purchase warrants ("Warrants"), representing a total of three Warrants issued to each Subscriber for each $1.00 of principal amount of Debentures. Each Warrant entitles the holder thereof to purchase one common share ("Common Share") in the capital of the Company at $0.11 per Common Share exercisable for a period of 36 months from the date of issuance.

Finders' fees were paid to arm's length third parties of Zaio consisting of cash in the aggregate amount of $5,100 being 6% of the gross proceeds raised by the Finders and 5,100 Finders' compensation warrants (the "Finders' Warrants") were issued to the Finders being 6% of the number of Debentures subscribed for through the Finders. The Finders' Warrants were issued on the same terms and conditions as the Warrants.

All securities issued pursuant to the Financing (including any underlying securities and the Finders' Warrants) will be subject to a four-month hold period.

The proceeds from the Funding will be used for general corporate purposes. This transaction is subject to the submission of final documentation and final approval of the TSX Venture Exchange.

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 evaluations prepared by licensed appraisers across the United States.  Visit the company online at 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.

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.

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 Financing, which may include, but is not limited to, the approval of the TSX Venture Exchange and approval by the shareholders of Zaio. 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.

SOURCE Zaio Corporation

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