/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
CALGARY, June 23, 2016 /CNW/ - Zaio Corporation (TSXV: ZAO) ("Zaio" or the "Company") wishes to provide additional particulars regarding its announcement yesterday that it has signed a letter of intent (the "LOI") dated June 20, 2016 to acquire an arm's length U.S. national Appraisal Management Company (the "AMC").
The Company anticipates that the definitive agreement in respect of the transaction will be finalized and signed on or about July 31, 2016 (the "Agreement Date") and that closing will occur within 10 business days from the date that Zaio receives audited financial statements of the arm's length AMC (the "Closing Date").
The purchase consideration will consist of: (i) USD $750,000 in cash by way of Vendor Take Back ("VTB") financing; (ii) 5,000,000 common shares in the capital of Zaio; and (iii) an additional USD $100,000 payable in common shares in the capital of Zaio. The common shares to be issued as part of the purchase consideration will be issued at a deemed price equal to the Market Price (as defined under the policies of the TSX Venture Exchange) on the Agreement Date. The VTB financing will be payable as follows: (i) USD $500,000 payable on or before 12 months following the Closing Date; and (ii) USD $250,000 payable on or before 24 months following the Closing Date, and will be secured against default by the ownership interests of the AMC.
While additional specific terms and details of the transaction will be announced upon the closing of the transaction:
- no finder's fees were paid or will be payable as a result of the transaction;
- the transaction is not a reverse takeover, change of business, or a fundamental acquisition;
- no new insider or control person of Zaio will result from the share issuance portion of the purchase consideration; and
- existing management for the AMC will remain in place.
Closing is subject to negotiation and completion of definitive documentation, and applicable regulatory approvals including the approval of the TSX Venture Exchange.
There is no assurance that the definitive agreements will be executed or that the acquisition will close.
About Zaio Corporation
Zaio Corporation provides real estate valuation technologies to deal with today's dynamic housing market through its proprietary valuation solutions. Every day GSE, banking, and investor clients rely on our proprietary solutions to fund loans and value assets. At Zaio, our mission is to ensure that our solutions provide businesses and consumers unparalleled insight into their real estate assets. For more information, visit www.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 news release contains forward-looking statements which may include financial and business prospects, as well as statements regarding the Company's future plans, objectives or economic performance and financial outlooks. Such statements are subject to risk factors associated with the real estate industry, the overall economy in both Canada and the United States. Forward-looking information in this press release, includes, among other things, the expected Agreement Date, the expected Closing Date, information relating to any applicable approvals required in order to complete the transaction, which may include, but is not limited to the approval of the TSX Venture Exchange and negotiation and completion of definitive closing documents. 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 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.
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.
SOURCE Zaio Corporation
For further information: visit www.zaio.com or contact: Shane Copeland, CEO, Zaio Corporation, 760-208-6460, [email protected]; Babak Pedram, Investor Relations, Virtus Advisory Group Inc., 416-644-5081, [email protected]