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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.

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.

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.

ZoomAway Announces Results Of Annual And Special Meeting Of Shareholders

By | Press Releases | No Comments

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.

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.

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.

ZoomAway Completes Private Placement

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VANCOUVER, BC / ACCESSWIRE / October 28, 2020 / ZoomAway Travel Inc. (TSXV:ZMA) (the “Company”) is pleased to announce that its previously announced private placement of 4,200,000 Units (for gross proceeds of $84,000) has now been fully subscribed. The Company sold the units at a price of $0.02 per Unit, with each unit consisting of one (1) common voting share of the Company together with one full warrant, each warrant entitling the holder to acquire an additional common voting share at a price of $0.05 per share for one year after closing (the “Units”).

The Private Placement is subject to final approval by the TSX Venture Exchange. All securities issued pursuant to the Private Placement are subject to a four month hold period from the date of the issuance.

The net proceeds are estimated at $72,000 (after paying legal, accounting and administrative fees in relation to the private placement).

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.

ZoomAway Provides Corporate Update

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VANCOUVER, BC – September 22, 2020 –ZoomAway Travel Inc. (TSXV: ZMA) (US: ZMWYF) (the “Company” or “ZMA”) www.zoomaway.com, wishes to update its shareholders and investors with regard to certain matters.

First, the Company wishes to announce an amendment to the note purchase agreement (the “NPA”) governing the secured convertible promissory notes that were issued to AIP Asset Management Inc. (“AIP”) as announced on May 7, 2019. Under the NPA, the Company had an affirmative covenant to raise a minimum of CAD$1 million additional equity financing through the sale of its common stock in the full five fiscal quarters beginning after the closing, with a minimum of CAD$200,000 being raised in each such quarter. During 2019, the Company raised a total of CAD$480,000 additional equity financing. The NPA has been amended to permit the Company to raise the balance of at least $520,000 by the end of 2020. The Company confirms that as of the end of its most recently completed fiscal quarter (June 30, 2020), that it was in compliance with all affirmative covenants in the NPA, as amended.

The Company also announces that it will not be proceeding with the $5 million dollar acquisition line of credit from AIP Asset Management as initially disclosed in its press release of March 31, 2020.

The Company also wishes to clarify that the resolution presented to the Company’s shareholders at the annual and special meeting of shareholders held on June 28, 2019 to provide for a blanket authorization in respect of the potential creation of a “Control Person” (as such term is defined in the policies of the TSX Venture Exchange) through the future issuances of shares to AIP or its affiliates was not a valid resolution. The policies of the TSX Venture Exchange (the “TSXV”) require that any such resolution be presented to shareholders with detailed information in the context of a specific transaction. The June 28, 2019 resolution was insufficient in this regard. As such, the Company will not act upon the resolution.

The Company also announces the cancellation of 2,000,000 of the 2,400,000 stock options that were granted effective April 7, 2020 (as announced on April 10, 2020). These options have been cancelled as the holder thereof is no longer an eligible participant under the Company’s stock option plan.
Following discussions with the TSXV, the Company expects that trading of its shares will be reinstated shortly.

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.

ZoomAway Announces Private Placement

By | Headlines | No Comments

VANCOUVER, BC / ACCESSWIRE / October 21, 2020 / ZoomAway Travel Inc. (TSXV:ZMA)(OTCQB:ZMWYF) (the “Company” or “ZMA“) www.zoomaway.com, is pleased to announce that it will conduct a private placement on an exempt basis consisting of four million two hundred thousand units (4,200,000) Units. Each Unit is comprised of one common voting share and one share purchase warrant. The units are to be priced at CAD $0.02 and each warrant will be exercisable into one common voting share at a price of CAD $0.05 until the date that is 36 months following the closing of the offering. Closing may occur in one or more tranches with the first closing expected to occur on or about October 22nd, 2020.

No agent, broker or finder will be paid any fees in relation to the offering. The private placement is subject to the approval of the TSX Venture Exchange.

After paying legal, accounting, and administrative fees in relation to the private placement, the Company expects to receive net proceeds of CAD $72,000 which will be used for continued working capital. The Company does not anticipate making any payments from the proceeds to related parties, and the proceeds will not be primarily used to pay management fees or for investor relations activities.

All securities issued or issuable in respect of the Units are or 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 issued or issuable in connection with the Notes 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.

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.

ZoomAway to Launch New Social Relevance Platform to Support Businesses Globally

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

VANCOUVER, BC / ACCESSWIRE / May 5, 2020 / In response to the current global pandemic, ZoomAway Travel Inc. (TSXV:ZMA)(OTCQB:ZMWYF) (the “Company” or “ZMA”) www.zoomaway.com, a leader in the hospitality technology sector, ZoomAway Travel is pleased to announce that for the last three weeks it has been working around the clock on a new web-based platform that is in Alpha testing right now. The Company is preparing to launch the beta product live in the coming days.

The product is a Global Social Sharing Network aimed at supporting businesses the world over in these trying times and beyond. Since the shutdown of most local economies, we have seen the need for one source of information to be shared about small businesses and the state of their current operation. We believe that we have created an engaging platform to allow anyone to support their favorite businesses by focusing only on positive experiences. We hope that going forward we can become the alternative to negative review sites and provide much-needed exposure to small businesses that cannot afford expensive advertising in this economic climate.

The platform sits on top of Google (GOOGL) Maps API and allows users to support their favorite businesses with a daily allotment of support hearts, which increases that business’s sphere of Social Relevance visually on the map. It is as easy as providing a “like” on other social media sites. The platform includes some simple gamification techniques and allows users to post photos of their experiences at restaurants, shops and other businesses that are important to them. Users are encouraged to keep coming back daily and provide support to keep the relevance high and their favorites atop the leaderboard.

The Company intends to support future versions of the platform with many more features and fun gamification components. Future enhancements will hopefully include COVID 19 resources, (such as PPE locations, testing centers, antibody testing facilities, and potentially hotspots and/or social tracing as they become available), Businesses will be able to claim their profiles and customize each to showcase offers, enhanced profiles with new regulations post-re-opening, advertise regionally or nationally, market to the platform database, increase social media hooks like sharing with friends, directions, points of interest, bigger leaderboards and contests. This Beta version will monetize the concept with the simple and subtle use of Google Ad banners placed throughout the site.

Sean Schaeffer, CEO of ZoomAway Travel stated “Our team saw a need for one place that the public could go give their positive support in trying times, while helping the businesses, services and locations most important to them. With a platform like this, we will be able to strengthen our relationships with existing partners and create new ones. This product is very different from ZoomedOUT, but it is also looking to engage the public in new ways not found in other platforms, create new business partners, and expand our global reach today as well beyond this global crisis. We will be working hard to find the right partnerships as soon as possible to continue to enhance and improve the product. We will follow up with another press release prior to launch with the name and web address for the product.”

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 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.

About Zero8 Studios, Inc.

Zero8 Studios, based in Reno, Nevada, specializes in new and innovative games and technology platforms. With a focus on social gaming and almost two decades of experience building countless game titles, gaming platforms, and various technologies. The Zero8 Studios’ team has assisted dozens of AAA publishers, large clientele, manufacturers, and casinos in the design, production, and delivery of their products to players around the world. Additional information can be found at www.zero8studios.com.

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.