TORONTO, ONTARIO--(CCNMatthews - July 31, 2007) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
ZIPLOCAL INC. (TSX VENTURE:ZIP)("ZipLocal" or the "Company") is pleased to announce the closing today of its previously announced best efforts private placement of 27,665,982 special warrants, at a price of $0.22 each, for aggregate gross proceeds of $6,086,516.04. Each special warrant is exercisable, without payment of additional consideration, for one common share of the Company on or before December 1, 2007.
A syndicate led by GMP Securities L.P. ("GMP") and including Orion Securities Inc., Canaccord Securities Inc. and Cormark Securities Inc. (collectively, the "Agents"), acted as ZipLocal's agents in connection with the private placement. The Company paid the Agents a commission equal to 6% of the gross proceeds raised under the private placement. The Company has granted to GMP an over-allotment option to sell up to an additional $912,977 (approximately) of special warrants at the offering price to cover over-allotments (if any) and for market stabilization purposes. The over-allotment option is exercisable up to 30 days following closing of the private placement.
In furtherance of the private placement, J.L. Albright IV Venture Fund L.P., J.L. Albright IV Parallel Venture Fund L.P. and J.L. Albright IV Parallel II Venture Fund L.P. (collectively, "JLA Ventures") disposed of a total of 6,620,626 common shares of the Company through the facilities of the TSX Venture Exchange. JLA Ventures then purchased an aggregate of 6,620,626 special warrants, for an aggregate purchase price of $1,456,537.72, to replace such common shares, and an additional 7,119,938 special warrants, for an aggregate purchase price of $1,566,386.26.
The Company has agreed to use its best efforts to file a preliminary short form prospectus as soon as possible following closing in those Canadian provinces where purchasers of special warrants reside in order to qualify the issuance of the underlying common shares upon the exercise of the special warrants, and to obtain a receipt for the final short form prospectus as soon as possible thereafter.
All special warrants issued pursuant to the private placement and, subject to the Company obtaining a receipt for a final prospectus, the underlying common shares issued upon the exercise of the special warrants, will be subject to the hold periods prescribed under applicable securities laws and the policies of the TSX Venture Exchange.
The Company has 52,091,533 common shares issued and outstanding (79,757,515 upon the exercise of all special warrants issued under the private placement). JLA Ventures collectively holds 7,379,374 (approximately 14.17%) of the issued and outstanding common shares of the Company. JLA Ventures will, upon the exercise of all special warrants issued under the private placement, hold an aggregate of 21,119,9038 (approximately 26.48%) of the issued and outstanding common shares of the Company.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
All currencies are stated in Canadian dollars.
About ZipLocal Inc.
ZipLocal Inc. (www.ziplocal.com)(TSX VENTURE:ZIP) is a local business directory that connects buyers and sellers through an intuitive and user-defined interface. It collects and maintains a database of more than 1 million Canadian businesses and attracts an average of more than 1 million visitors per month.
Forward Looking Statements
This press release contains statements that are forward-looking in nature. Statements preceded by the words believe, expect, anticipate, plan, intend, continue, estimate, may, will, and similar expressions are forward-looking statements. Forward-looking statements are based on the Company's beliefs and assumptions based on information available at the time the assumption was made. Forward-looking statements relate to, among other things, anticipated financial performance, business prospects, strategies, regulatory developments, new services, market forces, commitments and technological developments, relating to the Company. By its nature, such forward-looking information is subject to various risks and uncertainties which could cause the Company's actual results and experience to differ materially from the anticipated results or other expectations expressed. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed in this document, and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise.
FOR FURTHER INFORMATION PLEASE CONTACT:
ZipLocal Inc. Michelle Fanning (416) 987-2353 Email: investor_relations@ziplocal.com Website: www.ziplocal.com
The TSX Venture Exchange has neither approved nor disapproved the contents of this press release.
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