/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE
TORONTO, July 11 /CNW/ - ZipLocal Inc. ("ZipLocal" or the "Company") has
entered into arrangements to extend the availability of the $1 million secured
loan made by members of the J.L. Albright Ventures group of funds. The
participating funds are J.L. Albright IV Venture Fund L.P., J.L. Albright IV
Venture Parallel Fund L.P. and J.L. Albright IV Venture Parallel II Fund L.P.
(collectively, "JLA Ventures").
The Company and JLA Ventures completed the initial $500,000 funding under
the loan in May 2007. Under the extension, ZipLocal may, at its sole option,
drawdown an additional $500,000 at any time before May 19, 2009 (the new
maturity date). All other terms of the loan are unchanged.
In conjunction with the loan extension, ZipLocal has granted to JLA
Ventures non-transferable warrants to purchase up to an additional 450,000
common shares of the Company, at $0.14 per share, at any time before May 19,
2009. The common shares issuable upon the exercise of the warrants are subject
to a four-month hold period that expires on September 18, 2008. (Ziplocal
granted warrants to purchase up to 600,000 common shares of the Company, at
$0.32 per share, at the time of the initial advance made under the loan.)
The loan is a related party transaction under applicable securities laws.
John L. Albright, a director and Chairman of the Board of ZipLocal, is the
Managing Partner of the general partner of JLA Ventures. In addition, JLA
Ventures holds approximately 16.9 million common shares of the Company
(representing approximately 21.19% of the outstanding shares of ZipLocal) and
is an insider of the Company. The loan is exempt from the formal valuation and
shareholder approval requirements to which related party transactions are
subject because it represents less than 25% of the Company's capitalization.
The Company did not file a material change report under applicable
securities laws at least 21 days before completion of the loan amendment
because it wished to negotiate and complete the matter on an expedited basis
to ensure funds were secured in order to continue to meet its obligations as
they become due.
The TSX Venture Exchange granted acceptance of the loan extension and the
issuance of the additional warrants on July 10, 2008.
The warrants and shares issued in connection with this transaction will
not be registered under the United States Securities Act of 1933, as amended,
and may not be offered or sold in the United States or to, or for the benefit
of, U.S. persons except in certain transactions exempt from the registration
requirements of such Act. This news release does 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
ZipLocal currently has 79,757,515 common shares issued and outstanding.
About ZipLocal Inc.
ZipLocal Inc. (www.ziplocal.com; TSX-V: ZIP) is an online directory,
providing a rich, user-defined local search experience. ZipLocal provides
relevant search results from maps, user-generated content and third-party
reviews. ZipLocal is focused on creating the most comprehensive and engaging
search experience at the neighbourhood and city-wide level.
The TSX Venture Exchange has neither approved nor disapproved the
contents of this press release.
For further information:
For further information: Cherie Cohen, ZipLocal Inc., Email:
email@example.com, Phone: (416) 987-2152