ACCESSWIRE

ZoomAway Closes Private Placement

VANCOUVER, BC / ACCESSWIRE / November 20, 2023 / ZoomAway Technologies Inc. (TSXV:ZMA) the "Company" or "ZMA") www.zoomaway.com, is pleased to announce that it has closed its previously announced non-brokered private placement with AIP Convertible Private Debt Fund L.P. ("AIP") pursuant to which AIP subscribed for 3,000,000 units of the Company (the "Units") at a price of $0.05 per Unit for total gross proceeds of $150,000.00 (the "Private Placement"). Each Unit consists of one common share and one common share purchase warrant, each warrant being exercisable for one common share at a price of $0.05 for a period of 5 years. The proceeds of the Private Placement will be used for working capital purposes only.

AIP is the Company's major shareholder and principal lender. As such, the Private Placement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), and the Company relies on the exemptions from formal valuation and minority shareholder approval of the Private Placement contained in Sections 5.5(c) and 5.7(b), respectively, of MI 61-101.

Immediately prior to the Private Placement, AIP held 46.96% of the Company's issued and outstanding commons shares. As a result of the Private Placement, AIP's share ownership has increased to 55.19% of the Company's issued and outstanding common shares on a non-diluted basis and to 70.77% on a fully-diluted basis (taking into account existing warrants held by AIP and the warrants to be issued as part of the Units). Neither the Company nor, to the knowledge of the Company after reasonable inquiry, AIP has knowledge of any material information concerning the Company or its securities that has not been generally disclosed. The Company has two independent directors, both of whom have approved of the Private Placement. None of the proceeds from the Private Placement will be applied towards any amounts owed to AIP.

All securities issued pursuant to the Private Placement are subject to a hold period of four months and one day from the date of issuance. The Private Placement remains subject to the final acceptance of the TSX Venture Exchange.

The Company did not file a material change report more than 21 days before the expected closing of the Private Placement because the structure and the details of AIP's participation were not settled until shortly prior to the closing, and the Company wished to close on an expedited basis for business reasons.

Early Warning Disclosure

In connection with the Private Placement, 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 Private Placement, AIP had ownership of, or exercised control or direction over, approximately 7,668,518 common shares of the Company and 7,301,851 common share purchase warrants. Pursuant to the Private Placement, AIP acquired ownership of an additional 3,000,000 common shares of the Company and an additional 3,000,000 warrants and now holds, or exercises control or direction over, 10,668,518 common shares and 10,301,851 warrants. Following the Private Placement, AIP's common share ownership in the Company increased from approximately 46.96% to approximately 55.19%. In the event that AIP was to exercise of the warrants that it holds, it's common share ownership in the Company would increase to 70.77%.

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, CEO, ZoomAway Technologies Inc., at 775-691-8860 sean@zoomaway.com.

About Us

Zoomaway Technologies Inc. is a technology company principally involved in 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. The Company has combined travel, hospitality, mobile gaming and augmented reality to change the way users travel. Additional information about ZoomAway Technologies Inc. can be found at www.zoomaway.com.

Forward-Looking Statements

This release contains "forward-looking information" or "forward-looking statements" within the meaning of applicable securities laws, including statements regarding the Transaction, the spin-off of ZMA's current business, ZMA's intention to continue to seek out other acquisition opportunities, the resumption of trading of the Company's shares, the completion of due diligence, the execution of a definitive agreement in respect of the Transaction and the timing thereof, and receipt of shareholder approval and regulatory approvals including approval of the TSXV and the timing thereof. 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 inability to secure funding for the Transaction, failure to obtain shareholder or regulatory approvals for the Transaction, 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 its 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.

SOURCE: ZoomAway Technologies Inc.



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