ZONETAIL INC.

ZONE
Delayed Quote. Delayed  - 09/24 01:37:21 pm
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Zonetail Inc :. Announces Final Closing of NonBrokered Private Placement for Total Proceeds of $1,295,683

07/06/2020 | 07:43am

Zonetail Inc. (TSXV: ZONE) ('Zonetail' or the 'Company'), is pleased to announce the closing of the final tranche of its previously announced private placement.

The Offering consists of units of the Company (the 'Units') being issued at a price of $0.02 per Unit, with each Unit being comprised of one common share (a 'Share') and one whole common share purchase warrant (a 'Warrant'). Each Warrant will entitle its holder to purchase one (1) additional Share of the Company at an exercise price of $0.05, for a period of twelve (12) months from the issue date.

The Company completed the first tranche of the private placement on June 2, 2020, issuing an aggregate of 23,960,000 Units, for gross proceeds of $479,200. Today, the Company closed an additional 40,814,130 Units for gross proceeds of $816,283. The total private placement closed is 64,774,130 for gross proceeds of $1,295,483, including the acceptance by the Company of a subscription of an insider of the Company for 18,239,130 Units generating aggregate gross proceeds of $364,783 (the 'Insider Subscription'). The Company has also paid eligible finders ('Finders'), all of whom are at arm's length to the Company and its insiders within the meaning of Policy 5.1 of the TSX Venture Exchange (the 'Exchange'), cash compensation as finders fees of approximately $39,372 in aggregate and has issued an aggregate of 1,968,600 finders warrants of the Company to such eligible finders ('Finders Warrants'). Each Finder Warrant entitles the holder to purchase one Share of the Company at an exercise price of $0.05, for a period of twelve (12) months from the closing date of the Offering. All securities issuable pursuant to the Offering, including the Finders Warrants and the Shares, if any, issuable on their exercise are subject to a four month and one day hold period from the date of issuance in accordance with applicable Canadian securities laws.

As previously disclosed, the issuance of Units to an insider under the Offering is considered a related party transaction within the meaning of Policy 5.9 of the Exchange and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ('MI 61-101'). The Company relied on exemptions from the formal valuation and minority approval requirements of MI 61-101 on the basis of financial hardship. In addition, to comply with the policies of the Exchange in connection with the Insider Subscription with respect to the creation of a new 'control person' as a result of the Offering, the Company sought and has obtained the consent to the completion of the Offering and the participation of the Insider by majority approval of the disinterested shareholders of the Company, excluding the votes attaching to the common shares held by the insider and any of their related parties. In connection with the completion of the private placement, Paul Scott acquired Shares representing, together with existing holdings, approximately 16% of the issued and outstanding common shares of the Company. Assuming the exercise of all Warrants held by Paul Scott in full, and no exercise of any other Warrants, that would increase to ownership of approximately 27% of the issued and outstanding common shares of the Company on a fully diluted basis. The Company also wishes to provide an update on COVID-19 matters and an update on the status of the filing of its financial statements and accompanying management's discussion and analysis, and related CEO and CFO certifications for the three months ended March 31, 2020. As noted in the Company's press release of April 29, 2020 and May 28, 2020, the COVID-19 pandemic is creating unprecedented challenges to the global economy and stock markets. Zonetail's Board of Directors and Management are continuing to take all necessary precautions to ensure the health of its employees and best manage the short-term challenges to the business.

About Zonetail

Zonetail is a mobile platform for hotels and condominiums providing guests and residents access and interaction with building amenities and services as well as neighboring restaurants, stores, services, and attractions. Zonetail is partnered with AAHOA, the largest association of hoteliers in the world, representing over 25,000 hotels and 50% of the US market. Zonetail is also partnered with Shiftsuite, one of the largest property management system software providers to the condo industry in Canada, with approximately 2,000 condo buildings, representing an estimated 400,000 units. Zonetail has offices in Toronto, Ontario and San Dimas, California.

Contact:

Tel: (416) 583-3773 x 228

Email: mark@zonetail.com

Forward Looking Statements

This release includes forward-looking statements regarding Zonetail and its business. Such statements are based on the current expectations and views of future events of Zonetail's management. In some cases the forward-looking statements can be identified by words or phrases such as 'may', 'will', 'expect', 'plan', 'anticipate', 'intend', 'potential', 'estimate', 'believe' or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of the failure to complete the rights offering, known and unknown risk factors and uncertainties affecting Zonetail, including risks regarding economic factors and the equity markets generally and many other factors beyond the control of Zonetail. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forwardlooking statements or information. Forward-looking statements speak only as of the date on which they are made and Zonetail undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of newinformation, future events, or otherwise, except as required by applicable securities laws

(C) 2020 Electronic News Publishing, source ENP Newswire

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