Zonetail Inc. Announces Final Closing of Private Placement of Shares

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Toronto, Ontario--(Newsfile Corp. - December 29, 2023) - Zonetail Inc. (TSXV: ZONE) (OTC Pink: ZTLLF) ("Zonetail" or the "Company"), wishes to announce the completion of its previously announced non-brokered private placement of up to $1,000,000 in common shares of the Company at a purchase price of $0.02 per share (the "Offering"). The Company closed an additional $50,000 of the Offering, to bring the total closing to $445,398. No new insiders were created because of the Closing.

Mark Holmes, CEO of the Company participated in this closing by acquiring an aggregate of 500,000 common shares for aggregate proceeds of $10,000, bringing his total participation in the Offering to 2 million common shares.

Each of the insiders is considered a "related party" and an "insider" of the Company for the purposes of applicable securities laws and stock exchange rules. The subscription and issuance of common shares to each of the insiders constitute a related party transaction, but is exempt from the formal valuation and minority approval requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as (i) the Company's securities are not listed on any stock exchange identified in Section 5.7(b) of MI 61-101; (ii) neither the fair market value of the common shares to be distributed in the Offering nor the consideration to be received by the Company for the common shares, insofar as insider participation is concerned, exceeds $2,500,000; and (iii) the Company has received the approval of the Offering from at least two-thirds of its independent directors in respect of the Offering.

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 shares sold through such registered dealers or finders in the Offering. Each Finder Warrant will entitle the holder thereof to purchase one (1) Zonetail Share at a price of $0.05 per share for a period of thirty-six (36) months from the closing date of the offering.

The proceeds derived from the sale of the shares will be for the completion of the four major integration projects currently underway as well as general working capital purposes. Assuming aggregate gross proceeds are raised, approximately 15% will be used for Non-Arm's length salaries, 2% for investor relations, 18% for technology additions and 14% for arm's 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.

Neither the 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.

About Zonetail

Zonetail Inc. (TSXV: ZONE) (OTC Pink: 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.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/192721

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