ZAIO Debentureholders Approve Extraordinary Resolution for One-Time Make Whole Amount Payment for Early Conversion of Debentures

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS./

CALGARY, June 11, 2015 /CNW/ - Zaio Corporation (TSX-V: ZAO) ("Zaio" or the "Company") today announced that at a meeting held on June 10, 2015, debentureholders approved by a majority of those who had voted by proxy or in person in favour of the Extraordinary Resolution (as defined in the trust indenture governing the debentures). This vote approves an amendment to the trust indenture to provide for a one time only "Make Whole Amount Payment" to debentureholders who elect to convert their debentures into units of the Company.

Debentureholders will receive common shares in the capital of the Company in exchange for the foregone interest on the debentures. The number of common shares will be determined in accordance with a formula more particularly described in the management information circular provided to Debentureholders in connection with the meeting.

Each unit issuable upon conversion of debentures consists of a common share in the capital of the Company and a common share purchase warrant. Debentureholders who elect to convert their Debentures and receive the Make Whole Amount Payment must also immediately exercise their warrants.

"We are pleased with the large voter turnout, and the approval of our proposal," said David King, President and CEO of Zaio Corporation. "It is encouraging to see support from our debentureholders and their focus on the future of our Company.  In the event that debentureholders elect to convert all or a portion of their debentures, we will be in a stronger cash position and with reduced long term debt, which will provide further stability to grow our business. Additionally, with a strong portfolio of products and major customer expansions underway, we believe we are in an advantageous position to further expand our market presence in the U.S." 

As a result of the foregoing, the Company and its debenture trustee, Computershare Trust Company of Canada, have signed a supplemental indenture giving effect to the Extraordinary Resolution which was approved at the meeting. A copy of the supplemental indenture will be filed under the Company's profile on SEDAR at www.sedar.com. The issuance of the common shares in the capital of the Company pursuant to the "Make Whole Amount Payment" remains subject to final approval by the TSX Venture Exchange.

Debentureholders will have until 5:00 p.m. (Calgary time) on June 30, 2015 to submit the Make Whole Amount Notice of Election (a copy of which was provided to debentureholders together the materials delivered to them in connection with the meeting) to the Depositary, Computershare Investor Services Inc. Debentureholders who elect to exercise their right to convert all or a portion of their debentures are encouraged to send enquiries to info@zaio.com or contact Depositary Call Centre at 1 (800) 564-6253.

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 and 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 within the meaning of applicable securities laws, including expectations regarding the early redemption of the Debentures, the use of proceeds from such early redemption and conversion of the Warrants and the financial impact of same on the Company. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. These statements are subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. These risks include, but are not limited to: the risks associated with the industry in which the Company operates (e.g. operational risks; delays or changes in plans with respect to planned projects or capital expenditures relating thereto; the uncertainty of estimates and projections relating to the Company's operations as well as the costs and expenses relating to servicing the interest payments of the Debentures), uncertainties resulting from potential delays or changes in plans with respect to planned projects or capital expenditures and uncertainties regarding whether regulatory approval for the early conversion described above will be received and if received, on the timelines expected, as well as the intended use of the proceeds of the early redemption.  The Company's forward-looking statements are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

SOURCE Zaio Corporation

For further information: visit www.zaio.com or contact: David King, President & CEO, Zaio Corporation, dking@zaio.com; Babak Pedram, Investor Relations, Virtus Advisory Group Inc., 416-644-5081, bpedram@virtusadvisory.com

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