Zaio Terminates Exclusive National License Agreement with Zone Data Systems

Termination enables Zaio to recognize future revenue from product sales

CALGARY, Feb. 6, 2015 /CNW/ - Zaio Corporation (TSXV: ZAO) (the "Company" or "Zaio") is pleased to announce that it has closed the transaction to terminate the exclusive National License Agreement ("NLA") with Zone Data Systems, LLC ("ZDS"). Termination of the NLA allows Zaio to sell its appraisal and valuation products directly in the United States, to recognize revenue generated from its product suite. 

In exchange for termination of the exclusive NLA, ZDS received 13,600,000 Zaio common shares and 13,600,000 share purchase warrants with an exercise price of  $0.20 per warrant exercisable for 12 months on the date that is one year from date of issue.

"We are pleased to complete this transaction to realign our relationship with ZDS and the individual zone licensees," said David King, President and CEO of Zaio Corporation. "Going forward, Zaio will directly fulfill orders for valuation products and services that leverage Zaio's patented technology. The termination of this agreement is also the culmination of a seven month strategy to engage zone licensees with individual agreements to fulfill valuation services leveraging Zaio proprietary data and technology."

"ZDS and its members continue to be committed partners with Zaio," said Randy Kass, Chairman of ZDS.  "Our zone licensees have engaged in new agreements to provide valuation expertise that complements Valuation Vision and AXIS Appraisal Management to provide innovative valuation solutions in all 50 states."

"Zaio has always believed that machine based solutions alone cannot replace the valuation judgement of a trained and objective local expert. Our strategy leverages human expertise with patented technology to deliver a full range of valuation products, from BPO's to regulated appraisal products, across the country through a nationwide network of appraisers," continued Mr. King. "The new zone licensee agreements complement our pending AXIS Appraisal Management acquisition to provide our clients with accurate cost-effective solutions that exceed compliance and regulatory requirements."

As a result of closing the transaction, ZDS holds 13,600,000 common shares of Zaio representing 9.7% of the currently outstanding common shares of Zaio. The share purchase warrants are exercisable by ZDS starting on February 4, 2016 for one year, however assuming the exercise of the warrants in full today, ZDS would beneficially own or control 27,200,000 common shares of Zaio representing approximately 17.7% of the issued and outstanding common shares of the Company as at February 4, 2015. The shares issued to Zone Data Systems are subject to a one year hold from the date of issue and were issued at a deemed price per security of $0.12. The deemed price was established pursuant to the policies of the TSXV being the discounted market price on December 20, 2013, the date the initial press release announcing the transaction was made.

ZDS may, depending on market and other conditions, increase or decrease their beneficial ownership, control or direction over the Zaio common shares, through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise.  ZDS relied on Section 2.12 of National Instrument 45-106 - Prospectus and Registration Exemptions.

This news release is issued pursuant to National Instrument 62-103: The Early Warning System. A copy of the Early Warning Report will appear with Zaio's documents on the SEDAR website at www.sedar.com. Nothing in this press release or in the filing of the above-mentioned report is an admission that any person named in the report is a joint actor with another named entity.

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.

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. 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 (including that the closing conditions may not be satisfied) 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 TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Zaio Corporation

visit www.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]; For further information about ZDS contact: Zone Data Systems, LLC, 1285 Baring Blvd. #226, Sparks, NV 89434, Email: [email protected]