Zonetail Inc. Provides Update to Proposed $445,355 Shares-for-Debt Transaction
(TheNewswire)
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Toronto, Ontario – TheNewswire - March 12, 2026 –Zonetail Inc. (TSX-V: ZONE) (“Zonetail” or the “Company”) ispleased to announce that it has received conditional approval for aproposed shares-for-debt transaction, pursuant to which it intends tosettle up to 22,267,789 in consideration for the settlement of up to$445,355.78 of debt (the “Shares-for-Debt Transaction”) at a price of$0.02 per common share in the capital of the Corporation(“Shares”). The Company is proposing to complete these settlementsto preserve cash to fund future operations.
Mark Holmes, CEO, Errol Farr, CFO, Paul Scott,Chairman, Geoffrey Gelb, Director and Chip Rogers, Director,(together, the “SubjectInsiders”) intend to participate in theShares-for-Debt Transaction by settling debt in the amounts of$81,000, $129,924, $58,500, $32,487 and $32,487 respectively.Pursuant to the policies of the TSX Venture Exchange (the“TSXV”), the issuance of Shares pursuant to a settlement of debtto “Insiders” (as that term is defined in the policies of theTSXV) requires disinterested shareholder approval if the deemed valueof the shares to be issued (excluding reimbursement shares issued asreimbursement of out-of-pocket expenses and cash advances) exceed$5,000 per month per person or $10,000 per month in the aggregate. TheCompany will be seeking disinterested shareholder approval for theShares-fort-Debt Transaction as it relates to the Subject Insiders, atits upcoming annual general and special meeting of shareholders to beheld on March 18, 2026.
Completion of the Shares-for-Debt Transaction will besubject to customary closing conditions, including the receipt of allnecessary approvals including the approval of the TSX VentureExchange. All securities issued will be subject to a statutory holdperiod of four months and one day, in accordance with applicableCanadian securities laws.
Related Party Transaction
The participation of Subject Insiders in theShares-for-Debt Transaction is considered to be a “related partytransaction” as defined under the policies of the TSXV andMultilateral Instrument 61- 101 – Protection of Minority Security Holders inSpecial Transactions (“MI 61-101”). TheCompany is relying on exemptions from the minority shareholderapproval and formal valuation requirements applicable to therelated-party transactions under sections 5.5(a) and 5.7(1)(a),respectively, of MI 61-101, as neither the fair market value of theCommon Shares to be issued to the participating insiders nor theconsideration received from them exceeds 25% of the Corporation’smarket capitalization.
About Zonetail
Zonetail Inc. (TSXV: ZONE) is a mobile platform andmarket network. Our Mission is to provide a state?of?the?artmobile platform that enables high-rise residents to better managetheir homes by connecting people to products, amenities, and services.Our Vision is to build a critical mass of users in thehard?to?reach, high rise residential vertical, through a uniquemobile market network model - providing vital information, products,and services at the tap of a screen. We are the search engine tooptimize your home.
Please visit https://www.zonetail.com.
For more information, pleasecontact:
Mark Holmes
President and CEO
Zonetail Inc.
Telephone: (416) 994-5399
mark@zonetail.com
Forward-Looking Statements
Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.
This news release containsforward-looking statements that relate to Zonetail’s currentexpectations and views of future events. In some cases, theseforward-looking statements can be identified by words or phrases suchas “may”, “will”, “expect”, “anticipate”, “aim”,“estimate”, “intend”, “plan”, “seek”, “believe”,“potential”, “continue”, “is/are likely to” or thenegative of these terms, or other similar expressions intended toidentify forward-looking statements. Certain matters discussed in thisannouncement contain statements, estimates and projectionsabout the proposedShares-for-Debt Transaction, growth of Zonetail’s business,potential distribution partnerships and/or clients, and relatedbusiness strategy. Such statements, estimates and projections mayconstitute forward-looking statements within the meaning of thefederal securities laws. Factors or events that could cause our actualresults to differ may emerge from time-to-time. Zonetail undertakes noobligation to publicly update or revise any forward-lookingstatements, whether as a result of new information, future events orotherwise. The recipient of this information is cautioned not to placeundue reliance on forward-looking statements. Forward?lookingstatements are based on certain assumptions and analysis made byZonetail in light of its experience and perception of historicaltrends, current conditions and expected future developments and otherfactors Zonetail believes are appropriate, and are subject to risksand uncertainties. Although Zonetail believes that the assumptionsunderlying these statements are reasonable, they may prove to beincorrect. Given these risks, uncertainties and assumptions,prospective purchasers should not place undue reliance on theseforward-looking statements.
Copyright (c) 2026 TheNewswire - All rights reserved.
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