/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, June 23, 2016 /CNW/ - Zaio Corporation (TSXV:
ZAO) ("Zaio" or the "Company") wishes to provide additional
particulars regarding its announcement yesterday that it has signed
a letter of intent (the "LOI") dated June
20, 2016 to acquire an arm's length U.S. national Appraisal
Management Company (the "AMC").
The Company anticipates that the definitive agreement in respect
of the transaction will be finalized and signed on or about
July 31, 2016 (the "Agreement Date")
and that closing will occur within 10 business days from the date
that Zaio receives audited financial statements of the arm's length
AMC (the "Closing Date").
The purchase consideration will consist of: (i) USD $750,000 in cash by way of Vendor Take Back
("VTB") financing; (ii) 5,000,000 common shares in the capital of
Zaio; and (iii) an additional USD $100,000 payable in common shares in the capital
of Zaio. The common shares to be issued as part of the purchase
consideration will be issued at a deemed price equal to the Market
Price (as defined under the policies of the TSX Venture Exchange)
on the Agreement Date. The VTB financing will be payable as
follows: (i) USD $500,000 payable on
or before 12 months following the Closing Date; and (ii) USD
$250,000 payable on or before 24
months following the Closing Date, and will be secured against
default by the ownership interests of the AMC.
While additional specific terms and details of the transaction
will be announced upon the closing of the transaction:
- no finder's fees were paid or will be payable as a result of
the transaction;
- the transaction is not a reverse takeover, change of business,
or a fundamental acquisition;
- no new insider or control person of Zaio will result from the
share issuance portion of the purchase consideration; and
- existing management for the AMC will remain in place.
Closing is subject to negotiation and completion of definitive
documentation, and applicable regulatory approvals including the
approval of the TSX Venture Exchange.
There is no assurance that the definitive agreements will be
executed or that the acquisition will close.
About Zaio Corporation
Zaio Corporation provides real estate valuation technologies to
deal with today's dynamic housing market through its proprietary
valuation solutions. Every day GSE, banking, and investor
clients rely on our proprietary solutions to fund loans and value
assets. At Zaio, our mission is to ensure that our solutions
provide businesses and consumers unparalleled insight into their
real estate assets. For more information, visit www.zaio.com.
Neither 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.
This news release does not constitute an offer to sell or
a solicitation of an offer to buy and 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.
Forward-Looking Information
This news release contains forward-looking statements which may
include financial and business prospects, as well as statements
regarding the Company's future plans, objectives or economic
performance and financial outlooks. Such statements are subject to
risk factors associated with the real estate industry, the overall
economy in both Canada and
the United States. Forward-looking
information in this press release, includes, among other things,
the expected Agreement Date, the expected Closing Date, information
relating to any applicable approvals required in order to complete
the transaction, which may include, but is not limited to the
approval of the TSX Venture Exchange and negotiation and completion
of definitive closing documents. 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. 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.
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.
SOURCE Zaio Corporation