Zaio Corporation Provides Update on Previously Announced Brokered Private Placement

/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, Oct. 27, 2014 /CNW/ - Zaio Corporation (TSX-V:ZAO), ("Zaio" or the "Company"), is pleased to announce that it intends to close the first tranche of its previously announced (June 11^th News Release) brokered private placement on or about November 5, 2014 (the "Closing Date"). Further, the final pricing of the private placement has been amended from its previous terms, and the Company now proposes to issue up to 33.3 million units (the "Units") at a price of $0.15 per Unit (the "Issue Price") for aggregate proceeds of up to $5,000,000 (the "Offering"). Each Unit consists of one common share (a "Common Share") and one common share purchase warrant (the "Warrant"). Each whole share purchase warrant will entitle the holder to purchase one additional Common Share at a price of $0.20 per share for a period of the earlier of: (i) 3 years following the Closing Date; or (ii) the date that is 45 days from the date that the Company provides notice to Warrantholders that the 20 day volume weighted average trading price of the Common Shares has exceeded $0.30 per share where such price threshold occurs more than 12 months from the Closing Date.

A syndicate of agents (the "Agents"), led by Haywood Securities Ltd. and which includes Clarus Securities Inc. and Mackie Research Capital Corporation, is offering the Units on a "best efforts" basis. The Company has granted the Agents an option (the "Agents' Option") to sell up to an additional $2,000,000 of Units (the "Additional Units") at the Issue Price. The Agents' Option is exercisable, in whole or in part by Haywood, on behalf of the Agents, at any time prior to the period ending 48 hours prior to the final closing date of the Offering.

The Company intends to use the net proceeds from the Offering to fund acquisitions and for working capital and general corporate purposes. 

The Offering remains subject to the approval of the TSX Venture Exchange and the satisfaction of other customary closing conditions. All securities issued pursuant to the offering (and any underlying securities) will be subject to a four-month hold period.

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 valuations prepared by licensed appraisers across the United States. Visit the company online at zaio.com.

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.

This press release contains forward looking statements including, without limitation, the proposed date of completion of the private placement, the use of proceeds and receipt of all necessary regulatory approvals. 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 and there can be no assurance that the private placement will close. 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

Neither the TSXV nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Zaio Corporation

visit zaio.com or contact: David King, President & CEO, Zaio Corporation, (403) 984-ZAIO, [email protected]; Babak Pedram, Investor Relations, Virtus Advisory Group Inc., 416-995-8651, [email protected]