Zonetail Announces First Closing of Private Placement of Debentures

Toronto, Ontario--(Newsfile Corp. - April 25, 2023) - Zonetail Inc. (TSXV: ZONE) (OTCQB: ZTLLF) ("Zonetail" or the "Company") is pleased to announce the closing of the first tranche of non-brokered private placement of up to $1,000,000 in Series A 20% secured notes ("Notes") of the Company at a purchase price of $1,000 per Note (the "Offering"). The Company closed $203,800 of the Notes with insiders subscribing for $115,500 or 57% of the Offering. No new insiders were created as a result of the Offering.

The principal amount of each Note may be converted into common shares of the Company (the "Shares"), with each Share priced at $0.05 per Share for the first year from closing and $0.10 per Share thereafter (the "Conversion Price").

Conversion terms
i) at the option of the holder at any time.
ii) at the option of the Company, at the Conversion Price if and when the closing price of the Common Shares on the TSX Venture Exchange or any other exchange or market on which the Common Shares may be traded on 10 consecutive or non-consecutive trading days equals or exceeds $0.125 per share.

The Company currently has issued and outstanding 209,882,884 common shares; if converted, on a fully diluted basis, the securities issuable on conversion would represent 4,076,000 shares or 1.91%.

As part of the offering the Company issued 4,076,000 warrants (the "Warrants") with each Warrant shall be exercisable into one (1) common share of the Company for one year from the closing date at an exercise price of $0.05 warrant.

The proceeds of the Offering, net of expenses, will be used for the Company's core business operations, including the development of the Company's sales channel, technology development and working capital.

The Company has also paid eligible finders ("Finders"), all of whom are at arm's length to the Company and its insiders within the meaning of Policy 5.1 of the TSX Venture Exchange (the "Exchange"), cash compensation as finders fees of $1,698 and has issued an aggregate of 33,960 finders warrants of the Company ("Finders Warrants"). Each Finder Warrant entitles the holder to purchase one Share of the Company at an exercise price of $0.05, for a period of twelve (12) months from the closing date of the Offering.

All securities issuable pursuant to the Offering, including the Finders Warrants and the Shares, if any, issuable on their exercise are subject to a four month and one day hold period from the date of issuance in accordance with applicable Canadian securities laws.

The issuance of securities to insiders pursuant to the Offering ("Insider Participation") is considered to be a related party transaction within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 ("MI 61-101"). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(g) and 5.7(1)(e) of MI 61-101 in respect of the Insider Participation.

About Zonetail

Zonetail Inc. (TSXV: ZONE) (OTCQB: ZTLLF) is a mobile platform and market network. 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. 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 your home. Zonetail is partnered with Yardi, Shiftsuite and now MRI Software which together account for an estimated 50 million households across North America.

Please visit https://www.zonetail.com.
For more information, please contact:
Mark Holmes, President and CEO, Zonetail Inc.
T: (416) 994-5399 E: 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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