Zonetail Inc. Announces a Revised Non-Brokered Private Placement For Up to $1,000,000

Toronto, Ontario--(Newsfile Corp. - August 26, 2022) - Zonetail Inc. (TSXV: ZONE) (OTCQB: ZTLLF) ("Zonetail" or the "Company") is pleased to announce that it is amending its previously announced private placement (see press release dated July 21, 2022). After consulting with several shareholders, the Company has adjusted the price and reduced number of warrant to be issued to minimize dilution. The Company is offering for sale, on a non-brokered private placement basis, securities of the Company (the "Offering") consisting of units of the Company (the "Units") at a price of $0.04 per Unit, with each Unit being comprised of one common share (a "Share") and one half of one common share purchase warrant (a "Warrant"), for aggregate gross proceeds to Zonetail of a minimum of $500,000 (the "Minimum Proceeds") and a maximum of $1,000,000 (the "Maximum Proceeds"). Each whole Warrant will entitle its holder to purchase one (1) additional Share of the Company at an exercise price of $0.06, for a period of thirty-six (36) months from the closing date of the Offering. The Offering is subject to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange, as well as the satisfaction of other customary closing conditions, including achievement of the Minimum Proceeds under the Offering.

Assuming the Minimum Proceeds are raised, the Company will issue 12,500,000 Shares and 6,250,000 Warrants. Assuming the Maximum Proceeds are raised, the Company will issue 25,000,000 Shares and 12,500,000 Warrants.

In connection with the Offering, the Company may pay finder's fees equal to 6% of the gross proceeds in cash and issue 6% non-transferable warrants (the "Finder Warrants") to various registered dealers or finder's, representing up to 6% of the Units sold through such registered dealers or finders in the Offering. Each Finder Warrant will entitle the holder thereof to purchase one half of one (1/2) Zonetail Share at a price of $0.06 per share for a period of thirty-six (36) months from the closing date of the offering with the same expiry provision and the Warrants.

The proceeds derived from the sale of the Units will be used for general working capital purposes and the integration of the Company's payment processing feature and other initiatives. Assuming Minimum Proceeds are raised, approximately 15% will be used for Non-Arm's length salaries, 4% for investor relations and 23% for arms length salaries. Assuming the Maximum Proceeds are raises approximately 18% will be used for Non-Arm's length salaries, 5% for investor relations and 28% for arms length salaries.

A portion of the Offering may be allocated to investors relying on the "accredited investor" or other exemptions available to Zonetail under National Instrument 45-106 - Prospectus Exemptions.

Certain insiders of Zonetail may participate in the Offering; however, the total participation by insiders is not expected to exceed 25% of the Offering.

All of the securities issuable in connection with the Offering will be subject to a hold period expiring four months and one day after the date of issuance of the securities.

The securities offered have not been 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 account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This release does not constitute an offer for sale of securities in the United States.

It is anticipated that the first closing of the Offering will occur on or about September 15, 2022, with a final closing no later than October 15, 2022. Zonetail will update shareholders when the Offering has been completed and TSXV final approval has been received.

About Zonetail

Zonetail Inc. (TSXV: ZONE) (OTCQB: ZTLLF) is a mobile platform and market network that enables high-rise residents to better manage their homes by connecting people to products, amenities and services​. Our Mission is to provide a state-of-the-art mobile platform that enables high-rise residents to better manage their homes by connecting people to products, amenities, and services. And our Vision is to build a critical mass of users in the hard-to-reach, high rise residential vertical, through a unique mobile market network model - providing vital information, products, and services at the tap of a screen. We are the search engine to optimize you home. Zonetail also has a partnership with AAHOA, the largest association of hotels in the world representing approximately 35,000 hotels and 65% of the U.S. hotel market. The Company expects to relaunch its hotel vertical when market conditions within the hotel industry have rebounded after COVID.

Please visit https://www.zonetail.com.

For more information, please contact:

Mark Holmes
President and CEO
Zonetail Inc.
Telephone: (416) 994-5399
mark@zonetail.com

Legal Disclaimer and Forward-Looking Statements

This press release contains forward-looking statements that relate to Zonetail's current expectations and views of future events. In some cases, these forward-looking statements can be identified by words or phrases such as "may", "will", "expect", "anticipate", "aim", "estimate", "intend", "plan", "seek", "believe", "potential", "continue", "is/are likely to" or the negative of these terms, or other similar expressions intended to identify forward-looking statements. Certain matters discussed in this announcement contain statements, estimates and projections about the growth of Zonetail's business, potential distribution partnerships and/or clients, and related business strategy. Such statements, estimates and projections may constitute forward-looking statements within the meaning of the federal securities laws. Factors or events that could cause our actual results to differ may emerge from time-to-time. Zonetail undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The recipient of this information is cautioned not to place undue reliance on forward-looking statements. Forward-looking statements are based on certain assumptions and analysis made by Zonetail in light of its experience and perception of historical trends, current conditions and expected future developments and other factors Zonetail believes are appropriate, and are subject to risks and uncertainties. Although Zonetail believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. Given these risks, uncertainties and assumptions, prospective purchasers should not place undue reliance on these forward-looking statements.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/134994

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