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May 03
0

ZoomAway Announces Intention To Make Normal Course Issuer Bid

By | News Highlights | No Comments

VANCOUVER, BC / ACCESSWIRE / May 3, 2021 / ZoomAway Technologies Inc. (TSXV:ZMA) (OTCQB:ZMWYD) (the “Company” or “ZMA“) www.zoomaway.com announces that it intends to file with the TSX Venture Exchange (the “TSXV“) a Notice of Intention to Make a Normal Course Issuer Bid. Pursuant to the proposed normal course issuer bid (the “NCIB“), the Company proposes to purchase for cancellation up to an aggregate of 852,001 of its issued and outstanding common shares, representing 5% of the Company’s current issued and outstanding common shares. The implementation of the NCIB remains subject to the approval of the TSXV.

The NCIB will commence three trading days following receipt of TSXV approval and will remain in effect until the earlier of (i) the date that is 12 months following commencement of the NCIB, (ii) the date on which the Company acquires the maximum number of common shares permitted under the NCIB, or (iii) the date upon which the Company provides written notice of termination of the NCIB to the TSXV.

The Company intends to engage Integral Wealth Securities Inc. as its broker for the NCIB. The NCIB will be conducted through the facilities of the TSXV, and purchases of common shares will be made in accordance with the applicable policies of the TSXV at the prevailing market price of such common shares at the time of purchase. All common shares acquired by the Company under the NCIB will be cancelled. As of the date hereof, the Company has 17,040,038 common shares issued and outstanding. The Company may not purchase more than 2% of its issued and outstanding common shares during any 30-day period, which as of the date hereof represented 340,800 common shares.

The Company is implementing the NCIB because it believes that, from time to time, the market price of its common shares may not fully reflect the underlying value of the Company’s business and its future prospects. Accordingly, the Company believes purchasing its common shares will be in the interest of the Company and represents an opportunity to enhance shareholder value. The Company’s strong cash position allows for the implementation of the NCIB without adversely affecting the Company’s growth opportunities.

To the Company’s knowledge, none of the officers, directors or insiders of the Company, or any associate of such person, or any associate of affiliate of the Company, has any present intention to sell any securities to the Company pursuant to the NCIB. The Company has not previously purchased for cancellation any of its outstanding common shares.

For additional information contact: Sean Schaeffer, President, ZoomAway Inc., at 775-691-8860 | sean@zoomaway.com or stay up-to-date and sign up for our newsletter.

About Us

ZoomAway, Inc. (Nevada Co.) Zoomaway Travel Inc. is a technology company that is revolutionizing the Hospitality and Travel Industries. We have developed a variety of software solutions that enhance the planning and engagement of everyday tourists. Our flagship project, ZoomedOUT, is a complete modernization and re-imagination of mobile travel apps. In a full 3D environment, we are able to integrate planning, booking, social media, and camaraderie into a tangibly rewarding experience. We are combining Travel, Hospitality, Mobile Gaming and Augmented Reality to change the way users travel into 2020 and beyond. Additional information about ZoomAway Inc. can be found at www.zoomaway.com.

ZMA Travel Game Inc. (Canadian Co.) (formerly TravelGameBlockChain Technology Inc.) is a ZoomAway Travel Inc. subsidiary company dedicated to housing new projects in the digital games. The company’s first project is ZoomedOUT, being developed with the assistance of Zero8 Studios, Inc., which can be seen at zoomedout.io. To receive more detailed, or investor level information, please contact us at sean@zoomaway.com and we will respond with the appropriate documentation depending on your request.

Forward-Looking Statements
This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates, and opinions of the Company’s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

Neither the TSX Venture Exchange nor it’s Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Offering and has neither approved nor disapproved the contents of this press release.

Apr 15
0

ZoomAway Announces Effective Date For Name Change And Share Consolidation

By | Press Releases | No Comments

VANCOUVER, BC / ACCESSWIRE / April 15, 2021 / ZoomAway Travel Inc. (TSXV:ZMA) (US:ZMWYF) (the “Company” or “ZMA“) www.zoomaway.com is pleased to announce that, further to its press release dated March 23, 2021, the change of its name to ZoomAway Technologies Inc. (the “Name Change“) and the consolidation of all of its issued and outstanding common shares on the basis of one (1) post-consolidated common share for every nine (9) pre-consolidated common shares (the “Consolidation“) will take effect as of Friday, April 16, 2021 (the “Effective Date“).

The Company’s consolidated common shares will begin trading under the new name on the TSX Venture Exchange at the opening of trading on the Effective Date. The Company will continue to trade under its current symbol of “ZMA”. The new ISIN and CUSIP numbers for the Company’s common shares following the Name Change and Consolidation are CA98980C1014 and 98980C101, respectively.

The Consolidation will result in the number of issued and outstanding common shares being reduced from the current outstanding 153,360,338 to approximately 17,040,038 common shares, and each shareholder will hold the same percentage of common shares outstanding immediately after the Consolidation as such shareholder held immediately prior to the Consolidation. The exercise price and number of common shares of the Company issuable upon the exercise of outstanding stock options, warrants or other convertible securities will be proportionately adjusted to reflect the Consolidation in accordance with the terms of such securities.

No fractional shares will be issued as a result of the Consolidation. All fractions of common shares post-Consolidation will be rounded down to the next lowest whole number if the first decimal place is less than five and rounded up to the next highest whole number if the first decimal place is five or greater. No cash consideration will be paid in respect of fractional shares.

Registered shareholders of record as at the Effective Date will receive a letter of transmittal from the Company’s transfer agent providing instructions for the exchange of their common shares as soon as practicable following the Effective Date.

Non-registered shareholders holding common shares through an intermediary (a securities broker, dealer, bank or financial institution) should be aware that the intermediary may have different procedures for processing the Consolidation than those that have been put in place by the Company for registered shareholders. If shareholders hold their common shares through intermediaries and have questions in this regard, they are encouraged to contact their intermediaries.

For additional information contact: Sean Schaeffer, President, ZoomAway Inc., at 775-691-8860 | sean@zoomaway.com or stay up-to-date and sign up for our newsletter.

About Us

ZoomAway, Inc. (Nevada Co.) Zoomaway Travel Inc. is a technology company that is revolutionizing the Hospitality and Travel Industries. We have developed a variety of software solutions that enhance the planning and engagement of everyday tourists. Our flagship project, ZoomedOUT, is a complete modernization and re-imagination of mobile travel apps. In a full 3D environment, we are able to integrate planning, booking, social media, and camaraderie into a tangibly rewarding experience. We are combining Travel, Hospitality, Mobile Gaming and Augmented Reality to change the way users travel into 2020 and beyond. Additional information about ZoomAway Inc. can be found at www.zoomaway.com.

ZMA Travel Game Inc. (Canadian Co.) (formerly TravelGameBlockChain Technology Inc.) is a ZoomAway Travel Inc. subsidiary company dedicated to housing new projects in the digital games. The company’s first project is ZoomedOUT, being developed with the assistance of Zero8 Studios, Inc., which can be seen at zoomedout.io. To receive more detailed, or investor level information, please contact us at sean@zoomaway.com and we will respond with the appropriate documentation depending on your request.

Forward-Looking Statements
This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates, and opinions of the Company’s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

Neither the TSX Venture Exchange nor it’s Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Offering and has neither approved nor disapproved the contents of this press release.

Apr 05
0

ZoomAway Reveals “Teaser” Video For Latest Product

By | Headlines, News Highlights | No Comments

VANCOUVER, BC / ACCESSWIRE / April 5, 2021 / ZoomAway Travel Inc. (TSXV:ZMA)(OTCQB:ZMWYF) (the “Company” or “ZMA“) www.zoomaway.com is pleased to announce that it has released a “teaser” video that showcases its newly announced product “LoanCache”.

LoanCache is an aggregating website like Kayak® and Trivago®, and for the loan industry, Lending Tree® and NerdWallet®. This new product differs from anything else on the market as it provides more robust search results for many different types of loans, not just mortgages or credit cards. The platform drives a deeper search using social relevance, or the combination of ratings, reviews and commentary from borrowers and lenders alike. Initial plans have the platform servicing at least five (5) different loan types, with potential growth into business lending sectors as well.

Company CEO Sean Schaeffer stated, “It’s a great feeling to have so much going on and to provide updates to our shareholders. We are looking forward to tying projects together and changing the landscape across several industries.”

For additional information contact: Sean Schaeffer, President, ZoomAway Inc., at 775-691-8860 | sean@zoomaway.com or stay up-to-date and sign up for our newsletter.

About Us

ZoomAway, Inc. (Nevada Co.) Zoomaway Travel Inc. is a technology company that is revolutionizing the Hospitality and Travel Industries. We have developed a variety of software solutions that enhance the planning and engagement of everyday tourists. Our flagship project, ZoomedOUT, is a complete modernization and re-imagination of mobile travel apps. In a full 3D environment, we are able to integrate planning, booking, social media, and camaraderie into a tangibly rewarding experience. We are combining Travel, Hospitality, Mobile Gaming and Augmented Reality to change the way users travel into 2020 and beyond. Additional information about ZoomAway Inc. can be found at www.zoomaway.com.

ZMA Travel Game Inc. (Canadian Co.) (formerly TravelGameBlockChain Technology Inc.) is a ZoomAway Travel Inc. subsidiary company dedicated to housing new projects in the digital games. The company’s first project is ZoomedOUT, being developed with the assistance of Zero8 Studios, Inc., which can be seen at zoomedout.io. To receive more detailed, or investor level information, please contact us at sean@zoomaway.com and we will respond with the appropriate documentation depending on your request.

Forward-Looking Statements
This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates, and opinions of the Company’s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

Neither the TSX Venture Exchange nor it’s Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Offering and has neither approved nor disapproved the contents of this press release.

Mar 31
0

ZoomAway Expands Technology For Use With Fintech

By | Press Releases | No Comments

VANCOUVER, BC / ACCESSWIRE / March 30, 2021 / ZoomAway Travel Inc. (TSXV:ZMA)(OTCQB:ZMWYF) (the “Company” or “ZMA“) www.zoomaway.com. Under the guidance of its new Board of Directors, who bring decades of experience within various business sectors, the Company is pleased to announce the creation of a new subsidiary, Zoom Tech Incorporated. ZMA has made the commitment to expand and develop new software platforms and services that will diversify its revenue within various technology markets. ZMA’s well established payment platforms (see companies like Paysafe® and Square®) and its multitude of existing technological assets have inspired the pursuit of these cross-market opportunities. Zoom Tech will cultivate unique, relevant, and progressive technologies, not only within its core hospitality sector, but within new markets desperate for innovation.

In addition to acquisitions, the Company has several strategic projects underway. We are taking aim at opportunities within the financial technologies, and gaming markets while building upon our hospitality expertise. All of these avenues are expected to become the building blocks upon which these innovative subsidiaries will be built.

As part of this process, the Company has taken its social relevance software and is expanding the core of this technology into a broad range of new products. The first new project fits the Financial Technology (Fintech) sector and is called LoanCache. It is an aggregating website similar to Kayak® and Trivago® or in the loan industry, Lending Tree® and NerdWallet®.

LoanCache will allow consumers to easily find, compare reviews, and apply for a much wider range of loan types than any other sites. In addition, using our “social relevance” toolset, LoanCache will provide customers with the right tools to find legitimate and socially conscious lenders in the signature, title, payday, credit card, and mortgage loan industries. LoanCache will deliver revenues by way of advertising, marketing services and big data.

Company CEO Sean Schaeffer stated, “We are giving equal attention to all of our products. We are excited to have both the funding and the team to pursue multiple projects at the same time. We are working towards providing some exciting presentation materials to our shareholders in the upcoming days and weeks.”

For additional information contact: Sean Schaeffer, President, ZoomAway Inc., at 775-691-8860 | sean@zoomaway.com or stay up-to-date and sign up for our newsletter.

About Us

ZoomAway, Inc. (Nevada Co.) Zoomaway Travel Inc. is a technology company that is revolutionizing the Hospitality and Travel Industries. We have developed a variety of software solutions that enhance the planning and engagement of everyday tourists. Our flagship project, ZoomedOUT, is a complete modernization and re-imagination of mobile travel apps. In a full 3D environment, we are able to integrate planning, booking, social media, and camaraderie into a tangibly rewarding experience. We are combining Travel, Hospitality, Mobile Gaming and Augmented Reality to change the way users travel into 2020 and beyond. Additional information about ZoomAway Inc. can be found at www.zoomaway.com.

ZMA Travel Game Inc. (Canadian Co.) (formerly TravelGameBlockChain Technology Inc.) is a ZoomAway Travel Inc. subsidiary company dedicated to housing new projects in the digital games. The company’s first project is ZoomedOUT, being developed with the assistance of Zero8 Studios, Inc., which can be seen at zoomedout.io. To receive more detailed, or investor level information, please contact us at sean@zoomaway.com and we will respond with the appropriate documentation depending on your request.

Forward-Looking Statements
This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates, and opinions of the Company’s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

Neither the TSX Venture Exchange nor it’s Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Offering and has neither approved nor disapproved the contents of this press release.

Mar 23
1

Newly Elected Board Announces Intention To Change Name, Consolidates Shares, And Focus On Maximum Shareholder Value

By | Press Releases | No Comments

VANCOUVER, BC / ACCESSWIRE / March 23, 2021 / ZoomAway Travel Inc. (TSXV:ZMA) (OTCQB:ZMWYF) (the “Company” or “ZMA“) www.zoomaway.com, is pleased to announce that it will be seeking the approval of the TSX Venture Exchange (the “TSXV“) to change its name to ZoomAway Technologies Inc. (the “Name Change“) and to consolidate all of its issued and outstanding common shares on the basis of one (1) post-consolidated common share for every nine (9) pre-consolidated common shares (the “Consolidation“).

The Name Change was previously approved by the Company’s shareholders on December 16, 2020. In accordance with the Company’s articles, shareholder approval of the Consolidation will not be required. The Consolidation has been approved by resolution of the Company’s board of directors.

The intended Consolidation would result in the number of issued and outstanding common shares being reduced from the current outstanding 153,360,338 to approximately 17,040,038 common shares. The Company also has outstanding warrants to purchase 29,035,611 common shares reserved for issuance and stock options to purchase 3,855,000 common shares reserved for issuance, equal to a total of approximately 3,654,512 common shares on a post-Consolidation basis.

No fractional shares will be issued as a result of the Consolidation. All fractions of common shares post-Consolidation will be rounded down to the next lowest whole number if the first decimal place is less than five and rounded up to the next highest whole number if the first decimal place is five or greater. No cash consideration will be paid in respect of fractional shares.

The Company’s board of directors believes that the Consolidation will provide the Company with greater flexibility for the continued development of its business and the growth of the Company, including financing arrangements and future acquisitions.

There is no change of business associated with the Name Change and Consolidation. The Company intends to grow its revenue streams by seizing opportunities through acquisitions. The Company’s new board of directors has a broad skill set including expertise in: Cannabis technology, FinTech, Payment solutions, white label applications, API integration, database management and E-Gaming. While the Company utilizes its skill set primarily in the hospitality industry and will continue to do so, it will also pursue other applications aimed at increasing overall profitability.

“2020 was a difficult year for the travel industry, and 2021 is slowly getting better”, stated Sean Schaeffer, CEO of ZMA. “We want to make sure that we are searching out every avenue to increase revenues and profits, build shareholder value and develop a family of companies with specialized technologies as their common thread. Rest assured we are not abandoning any of our great projects like ZoomedOUT but see many potential money makers for our technology infrastructure in other industries which could result in significant growth.”

Schaeffer continued, “Over the last few months we have been looking into acquisition targets. The Pandemic has taught us very valuable lesson about the need for diversification, and we aim to have a well-rounded portfolio of subsidiaries that provide services in good times and bad. With our recent loan facility and the on-going commitment of AIP, we have sufficient funding to execute multiple acquisitions as they present themselves. We are very excited about this partnership and the outlook for this business.”

Both the Name Change and the Consolidation are subject to the receipt of all required regulatory approvals, including the approval of the TSXV, the provisions of the Business Corporations Act (British Columbia) and the articles of the Company. The Company will be obtaining a new set of CUSIP and ISIN numbers for the Name Change and Consolidation. The effective date for the Name Change and the Consolidation and the new CUSIP and ISIN numbers will be disclosed in a subsequent press release. The Company anticipates that its current trading symbol will remain unchanged. The board of directors may, at its discretion, determine to amend the terms or to not move forward with the Name Change and/or Consolidation.

For additional information contact: Sean Schaeffer, President, ZoomAway Inc., at 775-691-8860 | sean@zoomaway.com or stay up-to-date and sign up for our newsletter.

About Us

ZoomAway, Inc. (Nevada Co.) Zoomaway Travel Inc. is a technology company that is revolutionizing the Hospitality and Travel Industries. We have developed a variety of software solutions that enhance the planning and engagement of everyday tourists. Our flagship project, ZoomedOUT, is a complete modernization and re-imagination of mobile travel apps. In a full 3D environment, we are able to integrate planning, booking, social media, and camaraderie into a tangibly rewarding experience. We are combining Travel, Hospitality, Mobile Gaming and Augmented Reality to change the way users travel into 2020 and beyond. Additional information about ZoomAway Inc. can be found at www.zoomaway.com.

ZMA Travel Game Inc. (Canadian Co.) (formerly TravelGameBlockChain Technology Inc.) is a ZoomAway Travel Inc. subsidiary company dedicated to housing new projects in the digital games. The company’s first project is ZoomedOUT, being developed with the assistance of Zero8 Studios, Inc., which can be seen at zoomedout.io. To receive more detailed, or investor level information, please contact us at sean@zoomaway.com and we will respond with the appropriate documentation depending on your request.

Forward-Looking Statements
This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates, and opinions of the Company’s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

Neither the TSX Venture Exchange nor it’s Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Offering and has neither approved nor disapproved the contents of this press release.

Feb 16
1

ZoomAway Closes Shares-For-Debt Transaction

By | Headlines, Press Releases | No Comments

VANCOUVER, BC / ACCESSWIRE / February 16, 2021 / ZoomAway Travel Inc. (TSXV:ZMA)(OTCQB:ZMWYF) (the “Company” or “ZMA“) www.zoomaway.com, is pleased to announce that it has closed its previously announced shares-for-debt transaction with AIP Convertible Private Debt Fund LP (“AIP“) pursuant to which the Company settled $985,750 of maturing debt by the issuance to AIP of a total of 65,716,666 common shares of the Company at a deemed price of $0.015 per share and 65,716,666 common share purchase warrants (the “Debt Settlement“). Each warrant is exercisable for a period of 60 months from the date of issuance at an exercise price of $0.05 each. After giving effect to the Debt Settlement, the Company has a total of approximately 153,360,338 shares issued and outstanding, with AIP holding approximately 45.00% on an undiluted basis.

The Debt Settlement has resulted in the creation of AIP as a new “Control Person” (as such term is defined in the policies of the TSX Venture Exchange (the “TSXV“)) of the Company. In accordance with the policies of the TSXV, the disinterested shareholders of the Company overwhelming approved the Debt Settlement and the creation of a new “Control Person” in AIP at the Company’s annual and special meeting of shareholders held on December 16, 2020.

All of the securities issued pursuant to the Debt Settlement are subject to a hold period of four months and one day from the date of issuance.

The pricing of the common shares issuable pursuant to the Debt Settlement is in reliance of the temporary relief measures established by the TSXV on April 8, 2020, and extended by the TSXV on September 16, 2020 and December 15, 2020, providing for temporary relief measures to its Policy 4.3, lowering the minimum pricing from $0.05 to $0.01 per share for shares issued pursuant to a debt settlement where the market price of an issuer’s shares is not greater than $0.05.

In connection with the Debt Settlement, AIP acquired ownership, control or direction over common shares of the Company requiring disclosure pursuant to the early warning requirements of applicable securities regulation. Immediately prior to the Debt Settlement, AIP had ownership of, or exercised control or direction over, approximately 3,300,000 voting or equity shares of the Company. AIP acquired ownership of an additional 65,716,666 common shares of the Company representing approximately 42.85% of the Company’s issued and outstanding common shares and now holds approximately 45.00% of the issued and outstanding common shares of the Company.

The Company understands that AIP acquired the aforementioned securities for investment purposes and may, from time to time and depending on market and other conditions and subject to the requirements of applicable securities laws, acquire additional common shares through market transactions, private agreements, treasury issuances or otherwise, or may, subject to the requirements of applicable securities laws, sell all or some portion of the common shares they own or control, or may continue to hold the common shares.

This portion of this news release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related and Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of the early warning report will be filed by AIP in accordance with applicable securities laws and will be available on the Company’s issuer profile on SEDAR at www.sedar.com.

For additional information contact: Sean Schaeffer, President, ZoomAway Inc., at 775-691-8860 | sean@zoomaway.com or stay up-to-date and sign up for our newsletter.

About Us

ZoomAway, Inc. (Nevada Co.) Zoomaway Travel Inc. is a technology company that is revolutionizing the Hospitality and Travel Industries. We have developed a variety of software solutions that enhance the planning and engagement of everyday tourists. Our flagship project, ZoomedOUT, is a complete modernization and re-imagination of mobile travel apps. In a full 3D environment, we are able to integrate planning, booking, social media, and camaraderie into a tangibly rewarding experience. We are combining Travel, Hospitality, Mobile Gaming and Augmented Reality to change the way users travel into 2020 and beyond. Additional information about ZoomAway Inc. can be found at www.zoomaway.com.

ZMA Travel Game Inc. (Canadian Co.) (formerly TravelGameBlockChain Technology Inc.) is a ZoomAway Travel Inc. subsidiary company dedicated to housing new projects in the digital games. The company’s first project is ZoomedOUT, being developed with the assistance of Zero8 Studios, Inc., which can be seen at zoomedout.io. To receive more detailed, or investor level information, please contact us at sean@zoomaway.com and we will respond with the appropriate documentation depending on your request.

Forward-Looking Statements
This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates, and opinions of the Company’s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

Neither the TSX Venture Exchange nor it’s Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Offering and has neither approved nor disapproved the contents of this press release.

Dec 30
0

ZoomAway Closes US$5 Million Secured Loan And Announces End Of Incentive Share Program

By | Press Releases | No Comments

VANCOUVER, BC / ACCESSWIRE / December 31, 2020 / ZoomAway Travel Inc. (TSXV:ZMA)(OTCQB:ZMWYF) (the “Company” or “ZMA“) www.zoomaway.com, is pleased to announce that it has closed its previously announced secured loan facility for the principal amount of US$5 million (the “Facility“) with AIP Convertible Private Debt Fund LP (“AIP“). The Facility has a term of 24 months, bears interest at the rate of 5% per annum and is secured by a general security agreement on all of the present and future assets of the Company.

Upon closing of the Facility, the Company paid to AIP (i) a due diligence fee of US$100,000; (ii) a facility fee of US$100,000; and (iii) a closing payment of US$1,800,000. The Company intends to use the proceeds of the Facility for general working capital purposes and to pursue future acquisitions.

The Company also announces that its 2016 Incentive Share Plan, created at the time of the Company’s transaction with Multi-Vision Communications Corp., will not be extended and will expire effective December 31, 2020.

Of the 16,000,000 common shares underlying the plan, 11,000,000 “entitlements” to such shares have vested and common shares will be issued to the current or former directors, officers, employees or consultants that hold such vested incentive share grants. The non-cash costs associated with these grants will be reflected in the Company’s fourth quarter (and therefore 2020 annual) financial statements.

These common shares are being issued subject to a statutory hold period expiring on the date that is four months and one day after the effective distribution date of December 31, 2020. None of these common shares will be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

States Sean Schaeffer, ZoomAway’s CEO, “The closure of this facility affords us with a great opportunity. We anticipate having a great 2021 and are grateful to close 2020 on a positive note. Happy New Year to all of our shareholders.”

For additional information contact: Sean Schaeffer, President, ZoomAway Inc., at 775-691-8860 | sean@zoomaway.com or stay up-to-date and sign up for our newsletter.

About Us

ZoomAway, Inc. (Nevada Co.) Zoomaway Travel Inc. is a technology company that is revolutionizing the Hospitality and Travel Industries. We have developed a variety of software solutions that enhance the planning and engagement of everyday tourists. Our flagship project, ZoomedOUT, is a complete modernization and re-imagination of mobile travel apps. In a full 3D environment, we are able to integrate planning, booking, social media, and camaraderie into a tangibly rewarding experience. We are combining Travel, Hospitality, Mobile Gaming and Augmented Reality to change the way users travel into 2020 and beyond. Additional information about ZoomAway Inc. can be found at www.zoomaway.com.

ZMA Travel Game Inc. (Canadian Co.) (formerly TravelGameBlockChain Technology Inc.) is a ZoomAway Travel Inc. subsidiary company dedicated to housing new projects in the digital games. The company’s first project is ZoomedOUT, being developed with the assistance of Zero8 Studios, Inc., which can be seen at zoomedout.io. To receive more detailed, or investor level information, please contact us at sean@zoomaway.com and we will respond with the appropriate documentation depending on your request.

Forward-Looking Statements
This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates, and opinions of the Company’s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

Neither the TSX Venture Exchange nor it’s Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Offering and has neither approved nor disapproved the contents of this press release.

Dec 21
0

ZoomAway Announces Results Of Annual And Special Meeting Of Shareholders

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VANCOUVER, BC / ACCESSWIRE / December 21, 2020 / ZoomAway Travel Inc. (TSXV:ZMA)(OTCQB:ZMWYF) (the “Company” or “ZMA“) www.zoomaway.com, is pleased to announce the results of its Annual and Special Meetings of Shareholders held on December 16, 2020 (the “Meeting“). All matters submitted to the shareholders for approval as set out in the Company’s Notice of Meeting and Information Circular dated November 18, 2020 were approved by an overwhelming majority of votes cast at the Meeting. In summation:

Number of Directors

Shareholders approved the fixing of the number of directors to be elected at the Meeting at six.

Election of Directors

Sean Schaeffer (President and CEO) and Steve Rosenthal (CFO) were both retained as directors of the Company. In addition, four new directors were elected by shareholders, namely: Jay Bala, Alex Kanayev, Mason Shan, and Josh Almario.

Appointment of Auditors

Davidson & Co. LLP were reappointed as Auditors of the Company for the ensuing year with their remuneration to be fixed by the Board of Directors.

Reconfirmation of the Company’s Share Option Plan

Shareholders approved the Company’s “rolling 10%” share option plan.

Name Change of the Company

Shareholders adopted a special resolution approving the ability for the Company to change its name to “ZoomAway Technologies Inc.” or such other name that may be acceptable to the regulatory authorities and approved by the directors of the Company in their discretion.

New Loan Facility

Disinterested shareholders approved a new US$5 million loan facility with AIP Convertible Private Debt Fund L.P. (“AIP“).

Settlement of AIP Debt and the Creation of a New “Control Person”

Finally, the settlement of $985,750 of debt currently held by AIP through the issuance by the Company of common shares and warrants to AIP and the creation of AIP as a new “Control Person” (as such term is defined in the policies of the TSX Venture Exchange) of the Company were approved by disinterested shareholders.

Sean Schaeffer, Company CEO stated, “First I would like to thank our outgoing directors, Mark Riden and Christa Jones. They have been incredible to work with. They have both made amazing contributions to the Company over the last few years, and I am personally indebted to their kindness and knowledge. I would like to welcome our new board members, as well, and am looking forward to learning from them and leaning on their experiences in the upcoming years.” Schaeffer continued, “As for the other major items on this year’s docket, I want to thank our partners at AIP for their belief in us over the last two years and for their vision and commitment to this Company going forward. I truly believe that there are great things on the horizon for all ZoomAway shareholders.”

For more information on the matters approved at the Meeting, please refer to the proxy materials in respect of the Meeting which are available on SEDAR at www.sedar.com and have also been posted on the Company’s website at www.zoomaway.com.

For additional information contact: Sean Schaeffer, President, ZoomAway Inc., at 775-691-8860 | sean@zoomaway.com or stay up-to-date and sign up for our newsletter.

About Us

ZoomAway, Inc. (Nevada Co.) Zoomaway Travel Inc. is a technology company that is revolutionizing the Hospitality and Travel Industries. We have developed a variety of software solutions that enhance the planning and engagement of everyday tourists. Our flagship project, ZoomedOUT, is a complete modernization and re-imagination of mobile travel apps. In a full 3D environment, we are able to integrate planning, booking, social media, and camaraderie into a tangibly rewarding experience. We are combining Travel, Hospitality, Mobile Gaming and Augmented Reality to change the way users travel into 2020 and beyond. Additional information about ZoomAway Inc. can be found at www.zoomaway.com.

ZMA Travel Game Inc. (Canadian Co.) (formerly TravelGameBlockChain Technology Inc.) is a ZoomAway Travel Inc. subsidiary company dedicated to housing new projects in the digital games. The company’s first project is ZoomedOUT, being developed with the assistance of Zero8 Studios, Inc., which can be seen at zoomedout.io. To receive more detailed, or investor level information, please contact us at sean@zoomaway.com and we will respond with the appropriate documentation depending on your request.

Forward-Looking Statements
This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates, and opinions of the Company’s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

Neither the TSX Venture Exchange nor it’s Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Offering and has neither approved nor disapproved the contents of this press release.

Dec 10
2

ZoomAway Announces Change To Conference Call For Annual Meeting Of Shareholders

By | Press Releases | No Comments

VANCOUVER, BC / ACCESSWIRE / December 10, 2020 / ZoomAway Travel Inc. (TSXV:ZMA)(OTCQB:ZMWYF) (the “Company” or “ZMA“) www.zoomaway.com, announced today that it has changed the format of its upcoming annual and special meeting of shareholders to be held on Wednesday, December 16, 2020 at 10:00 a.m. (Calgary time) to a Conference Call meeting. Shareholders may attend and participate in the meeting via a conference call but will not be permitted to attend the meeting in person.

Due to recent restrictions on gatherings implemented by the Government of Alberta in response to the COVID-19 pandemic, the move to a virtual-only meeting reflects Zoomaway’s commitment to protecting the health and safety of its shareholders, directors, employees, and other stakeholders.

Only shareholders as of the record date of October 27, 2020 or their duly appointed proxyholders may vote at the meeting. Shareholders that wish to attend and vote at the meeting should follow the instructions below.

To call into the meeting, please use the following instructions:
Dial-in number (US & Canada): (563) 999-1170
Access code: 363866#
International dial-in numbers: https://fccdl.in/i/sean249

For additional assistance connecting to the meeting text ‘Call Me’ to the Dial-In number above and you will be called into the conference. Message and data rates may apply.

Your vote is important. Shareholders that do not wish to attend and vote at the meeting are encouraged to vote their shares prior to the meeting and are reminded that their completed forms of proxy or voting instructions, as well as votes by internet and telephone, must be received by not less than 48 hours (excluding weekends and holidays) before the time set for the holding of the meeting or any adjournment of the meeting, or for non-registered (beneficial) shareholders, such earlier time as required by their intermediaries. Please read the Company’s proxy materials for further details on how to vote in advance of the meeting.

Copies of Zoomaway’s proxy materials that were delivered to shareholders are also available on SEDAR at www.sedar.com and have been posted on the Company’s website at www.zoomaway.com. The timing and process for voting by proxy remains as described in the proxy materials, and shareholders may still vote in advance of the meeting by submitting their proxy form or voting information form as described in the proxy materials. The proxy materials will not be updated to reflect the change to the meeting format.

For additional information contact: Sean Schaeffer, President, ZoomAway Inc., at 775-691-8860 | sean@zoomaway.com or stay up-to-date and sign up for our newsletter.

About Us

ZoomAway, Inc. (Nevada Co.) Zoomaway Travel Inc. is a technology company that is revolutionizing the Hospitality and Travel Industries. We have developed a variety of software solutions that enhance the planning and engagement of everyday tourists. Our flagship project, ZoomedOUT, is a complete modernization and re-imagination of mobile travel apps. In a full 3D environment, we are able to integrate planning, booking, social media, and camaraderie into a tangibly rewarding experience. We are combining Travel, Hospitality, Mobile Gaming and Augmented Reality to change the way users travel into 2020 and beyond. Additional information about ZoomAway Inc. can be found at www.zoomaway.com.

ZMA Travel Game Inc. (Canadian Co.) (formerly TravelGameBlockChain Technology Inc.) is a ZoomAway Travel Inc. subsidiary company dedicated to housing new projects in the digital games. The company’s first project is ZoomedOUT, being developed with the assistance of Zero8 Studios, Inc., which can be seen at zoomedout.io. To receive more detailed, or investor level information, please contact us at sean@zoomaway.com and we will respond with the appropriate documentation depending on your request.

Forward-Looking Statements
This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates, and opinions of the Company’s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

Neither the TSX Venture Exchange nor it’s Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Offering and has neither approved nor disapproved the contents of this press release.

Nov 05
0

ZoomAway Announces Proposed Shares-For-Debt and Loan Transactions

By | Headlines, News Highlights, Press Releases | No Comments

VANCOUVER, BC / ACCESSWIRE / November 5, 2020 / ZoomAway Travel Inc. (TSXV:ZMA)(OTCQB:ZMWYF) (the “Company” or “ZMA“) www.zoomaway.com, is pleased to announce that it will file a shares-for-debt transaction with the TSX Venture Exchange (the “TSXV“) in respect of $985,000 of existing debt (the “Debt“). The Debt being settled is part of a series of non-convertible notes that were issued to AIP Convertible Private Debt Fund L.P. (“AIP“) pursuant to the Note Purchase Agreement announced on May 17, 2019, as amended from time to time (the “NPA“). The Debt is set to mature on November 30, 2020. The Company confirms that as of the end of its most recently completed fiscal quarter (September 30, 2020), that it was in compliance with all affirmative covenants in the NPA and is otherwise in good standing with AIP. The Company proposes to settle the Debt by issuing to AIP a total of 65,716,666 common shares of the Company at a deemed price of $0.015 per share and 65,716,666 common share purchase warrants (the “Debt Settlement“). Each warrant will be exercisable for a period of 60 months from the date of issuance at an exercise price of $0.05 each. After giving effect to the Debt Settlement, the Company will have a total of approximately 142,360,338 shares issued and outstanding, with AIP holding approximately 48.8% on an undiluted basis.

The Debt Settlement is subject to the approval of the TSXV. As the Debt Settlement will result in the creation of a new “control person” as defined under TSXV policies, the Debt Settlement is also subject to shareholder approval, which approval will be sought at the Company’s annual and special meeting of shareholders scheduled for December 16, 2020.

The pricing of the common shares issuable pursuant to the Debt Settlement is in reliance of the temporary relief measures established by the TSXV on April 8, 2020, and extended by the TSXV on September 16, 2020, providing for temporary relief measures to its Policy 4.3, lowering the minimum pricing from $0.05 to $0.01 per share for shares issued pursuant to a debt settlement where the market price of an issuer’s shares is not greater than $0.05. The market price of the Company’s common shares at close of business on October 28, 2020 was $0.015.

Further to the Debt Settlement and upon TSXV and shareholder approval, the Company will enter into a new loan agreement with AIP whereby it will provide a US$5 million (US$5,000,000) facility for future acquisitions. It is anticipated that the loan will have the following features: (i) a 24-month term; (ii) an interest of rate of 5% per annum; (iii) a due diligence fee of US$100,000; (iv) a facility fee of US$100,000; and (iv) a closing fee of US$1,800,000.

“The pandemic has been very challenging for ZoomAway and the Tourism Industry as a whole,” commented Sean Schaeffer, CEO, “We are thankful that AIP is willing to provide funds for the Company to expand. We believe that with the Debt Settlement, together with the new funding for potential acquisitions, that the Company can look forward to a stronger 2021.”

All securities issuable in respect of the Debt Settlement will be subject to a statutory hold period expiring on the date that is four months and one day after the distribution date. None of the securities issuable in connection with the Debt Settlement will be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

For additional information contact: Sean Schaeffer, President, ZoomAway Inc., at 775-691-8860 | sean@zoomaway.com or stay up-to-date and sign up for our newsletter.

About Us

ZoomAway, Inc. (Nevada Co.) Zoomaway Travel Inc. is a technology company that is revolutionizing the Hospitality and Travel Industries. We have developed a variety of software solutions that enhance the planning and engagement of everyday tourists. Our flagship project, ZoomedOUT, is a complete modernization and re-imagination of mobile travel apps. In a full 3D environment, we are able to integrate planning, booking, social media, and camaraderie into a tangibly rewarding experience. We are combining Travel, Hospitality, Mobile Gaming and Augmented Reality to change the way users travel into 2020 and beyond. Additional information about ZoomAway Inc. can be found at www.zoomaway.com.

ZMA Travel Game Inc. (Canadian Co.) (formerly TravelGameBlockChain Technology Inc.) is a ZoomAway Travel Inc. subsidiary company dedicated to housing new projects in the digital games. The company’s first project is ZoomedOUT, being developed with the assistance of Zero8 Studios, Inc., which can be seen at zoomedout.io. To receive more detailed, or investor level information, please contact us at sean@zoomaway.com and we will respond with the appropriate documentation depending on your request.

Forward-Looking Statements
This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates, and opinions of the Company’s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

Neither the TSX Venture Exchange nor it’s Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Offering and has neither approved nor disapproved the contents of this press release.