Zaio announces $15 million private placement


    CALGARY, Dec. 6 /CNW/ - ZAIO CORPORATION (TSX-V: ZAO) ("Zaio" or the
"Company") today announced that it has engaged Clarus Securities Inc. and
another agent (collectively, the "Agents") in connection with a proposed
private placement, on a fully marketed, best efforts basis, of approximately
13.6 million units (the "Units") of the Company at a price of $1.10 per Unit,
for gross proceeds of approximately $15,000,000 (the "Offering").
    Each Unit will consist of one common share in the capital of the Company
(a "Common Share") and one-half of one Common Share purchase warrant (a
"Warrant"). Each whole Warrant will entitle the holder to purchase one Common
Share of the Company at an exercise price of $1.50 for a period of 24 months
from the closing of the Offering.
    The Agents will receive an aggregate cash commission equal to 7% of the
gross proceeds of the Offering and will be granted a number of compensation
options equal to an aggregate of 7% of the total number of Units sold pursuant
to the Offering. Each compensation option will entitle the holder thereof to
acquire one Unit at an exercise price of $1.10 per Unit on the same terms and
conditions of the Offering, for a period of 24 months from the closing of the
    Net proceeds of the Offering are intended to be used by the Company to
accelerate photography and data gathering operations throughout the United
States to facilitate the establishment of a complete national footprint of
site-verified real estate information and imagery, as well as for working
capital and general corporate purposes.
    This private placement is subject to standard closing conditions,
including the approval of the TSX Venture Exchange and any other necessary
regulatory requirements. The Units will be offered in certain provinces of
Canada by way of a private placement pursuant to applicable prospectus
exemptions, and may be offered to U.S. purchasers on a private placement basis
pursuant to an exemption from the registration requirements in Rule 144A or
Regulation D under the United States Securities Act of 1933, as amended (the
"U.S. Securities Act"). The securities issued pursuant to the Offering will be
subject to a 4 month hold period in Canada from the date of the closing of the
Offering. Closing of the Offering is expected to occur on or about
December 13, 2007.

    About Zaio

    Zaio develops and maintains a site-verified database of photos,
valuations and property information of virtually every property in entire
cities, using a proprietary "GeoScore" property rating system. Zaio and its
network of premiere, local appraiser experts photograph and appraise entire
cities, one building at a time from the street. Zaio is a public Company that
trades under the symbol "ZAO" on the TSX Venture Exchange in Canada. Zaio
shares are also available in the U.S. under the trading symbol "ZAOFF". For
more company information, visit

    This news release does not constitute an offer to sell or a solicitation
of an offer to buy any securities in the United States. The offered securities
mentioned in this news release will not be registered under 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 news release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities in any jurisdiction.

    The TSX Venture Exchange has not reviewed and does not accept
    responsibility for the adequacy or accuracy of this news release.

    This news release contains "forward-looking statements" within the
meaning of application Canadian securities legislation. The words "could",
"plan", "expect", "estimate", "anticipate", "project", "predict", "intend",
"may", "potential", "believe" and similar expressions and variations thereof
are forward-looking statements. These include, but are not limited to,
statements respecting anticipated business activities, planned expenditures,
corporate strategies, and participation in projects and financing and any
other statements that are not historical facts. Statements in this release
that are forward-looking statements are subject to various risks and
uncertainties concerning the specific factors disclosed in the Company's
periodic filings with Canadian securities regulators. Although the Company
believes that its expectations reflected in these forward-looking statements
are reasonable, such statements involve risks and uncertainties and no
assurance can be given that actual results will be consistent with these
forward-looking statements. Such information contained herein represents
management's best judgment as of the date hereof based on information
currently available. The reader is cautioned not to place undue reliance on
forward-looking statements. The Company undertakes no obligation to publicly
revise these forward-looking statements to reflect events or circumstances
that arise after the date of this filing. You should carefully review the
cautionary statements and risk factors contained in this and other documents
that filed by the Company from time to time with the Canadian securities

    %SEDAR: 00020572E

For further information:

For further information: Rodney D. Mitton, CFO, (403) 802-2033

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Zaio Corporation

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