Online local search company for US businesses Ziplocal has announced the appointments of John Albright, Perry N. Dellelce and Sheldon Inwentash as directors, Kevin Dane as president, and Paul Van Damme as chief financial officer. Albright is co-founder and managing partner of Relay Ventures, an early stage venture fund exclusively focused on mobile software. He also founded JLA Ventures in 1996. Dellelce is a founder and managing partner of Wildeboer Dellelce, a Canadian law firm and Inwentash is chairman and CEO of Canadian investment firm Pinetree Capital.
ZIPLOCAL INC. (TSX VENTURE:ZIP.H) (“Ziplocal” or the “Company”) announced today that Owen B. Menzel, Elaine Kunda and Timothy M. Gould have resigned as directors, and Mr. Menzel and Jeffrey R.G. Jackson have resigned as officers, of Ziplocal. Effective May 3, 2012, John Albright, Perry N. Dellelce and Sheldon Inwentash were appointed as directors, Kevin Dane was appointed President, and Paul Van Damme was appointed Chief Financial Officer.
John Albright (Director) is Co-Founder and Managing Partner of Relay Ventures, an early stage venture fund exclusively focused on mobile software. Previously, Mr. Albright founded JLA Ventures in 1996, having raised $315 million over four funds from a diverse group of institutional investors. During his tenure in the venture capital business, Mr. Albright gained extensive experience assisting entrepreneurs shape their vision and capital plans into successful long term growth programs which typically involved an aggressive financing strategy. He has a history of assisting entrepreneurial companies through significant growth and eventually to the public markets. His ability to work with and advise senior management of investee companies, as well as his skills in filling supporting roles where existing management lack the experience or skill set, has been vital to the success of past investments. Mr. Albright currently serves as a director of QuickPlay Media, Nexage, Viewdle, Padopolis, Digby, Achievers, ClearFit and Blue Ant Media. In addition, he serves as a director of the Canadian Venture Capital and Private Equity Association (CVCA) and is an advisory board member of the North American Venture Capital Association. Mr. Albright previously served on the board of Fun Technology (IPO 2003, acquired by Liberty Media 2006), Q9 Networks (IPO 2004, acquired by Abry 2008), Descartes (IPO 1997), Triple G (IPO 2001, acquired by General Electric 2003), Bioscrypt (IPO 2002) and Sirit (IPO 1998, acquired by Federal Signal 2010). Mr. Albright is a Chartered Financial Analyst and received his Bachelor of Business Administration degree from the Schulich School of Business at York University.
Perry N. Dellelce (Director) is a founder and managing partner of Wildeboer Dellelce LLP, one of Canada’s leading corporate finance transactional law firms. Mr. Dellelce has served as Chair and director of a number of public and private companies. He currently serves as a director of ePals Corporation, the world’s leading online social learning network. Mr. Dellelce is extremely active in community involvement and charity. Some of his current mandates include: Chair – Board of Directors – Sunnybrook Foundation, Sunnybrook Health Sciences Centre; Board of Governors – University of Ottawa; Business Advisory Council – Mendoza College of Business at the University of Notre Dame; Campaign Cabinet – University of Western Ontario; Campaign Cabinet – Laurentian University; Board of Directors – The Power Plant Contemporary Art Gallery, Merry Go Round Children’s Foundation, Canada’s Walk of Fame, and Young Fellowship, The Duke of Edinburgh’s Award International Foundation. Mr. Dellelce graduated with a B.A. from the University of Western Ontario in 1985 and an MBA from the University of Notre Dame in 1987. He subsequently obtained his law degree from the University of Ottawa in 1990 and was called to the Ontario bar in 1992.
Sheldon Inwentash (Director) is the Chairman and CEO of Pinetree Capital Ltd., a Canadian investment company with a large portfolio of investments primarily in the junior resource and energy sectors. Mr. Inwentash, a Chartered Accountant, also serves as a director and officer for several other TSX and TSX Venture Exchange listed companies, including Mega Uranium Ltd. and Brownstone Energy Inc. He brings more than 25 years of experience in the investment industry and a deep understanding of progressive investment and financial management strategies. Mr. Inwentash was an Ontario finalist for the 2007 Ernst & Young Entrepreneur of the Year Award.
Kevin Dane (President) joined Wildeboer Dellelce LLP in 2008 as the firm’s Chief Operating Officer. He is also the Chief Operating Officer of Wildlaw Capital Markets Inc., an Exempt Market Dealer registered to do business in Ontario, Quebec, Alberta and British Columbia. Wildlaw Capital provides private and public companies with expertise in raising early, expansion and mature-stage capital as well as strategic business and mergers and acquisitions advisory and planning services. Mr. Dane has a wealth of experience in supporting the growth of entrepreneurs. With many years at a large Canadian financial services business, he has financed the growth and development of hundreds of Canadian companies. Mr. Dane has extensive experience in debt, mezzanine and venture capital financing as well as consulting services to support business growth. Mr. Dane has an H.BA from the University of Western Ontario and numerous certificates in business and finance, including the Canadian Securities Course. Mr. Dane supports a number of community organizations and charities. He is currently on the Board of Junior Achievement of Central Ontario.
Paul Van Damme (CFO) has served in senior financial roles for a number of public companies in both the United States and Canada. Mr. Van Damme helped Laidlaw Inc. implement their expansion into Europe. After a period as Chief Financial Officer of a start-up wireless telecommunications company, he joined a private biotech company and helped raise venture financing to expand their product portfolio. Mr. Van Damme later joined Allelix Pharmaceuticals Inc. and participated in the sale of the company to NPS Pharmaceuticals, Inc. of Salt Lake City. Most recently, he has been the CFO for Bradmer Pharmaceuticals Inc. Mr. Van Damme is currently a Managing Director of Wildlaw Capital Markets Inc. Mr. Van Damme received his undergraduate degree (B.Comm.) from the University of Toronto and his M.B.A. from the Rotman School of Management. He is a Chartered Accountant and articled with PricewaterhouseCoopers where he served as Audit Manager in London, England and Toronto, Canada. He currently serves as a director of Quest PharmaTech Inc. and Insception Biosciences Inc.
The Company also announced that it has completed the final closing of its previously announced brokered private placement of units, at a price of $1,000 per unit. Each whole unit consists of a $1,000 10% unsecured convertible debenture and 10,000 warrants. The debentures mature on April 5, 2014. Each warrant entitles the holder to acquire one common share of Ziplocal, at $0.15 per share, at any time up to April 5, 2013. The Company raised aggregate gross proceeds of $760,000 pursuant to the private placement.
The debentures are convertible, at the holder’s option, into common shares of Ziplocal, at $0.10 per share, at any time before maturity. The debentures will automatically convert into common shares, without any further action on the part of holders, 10 business days after the consolidation of the issued and outstanding common shares of Ziplocal, on the proposed basis of one common share for a minimum of every 10 common shares then issued and outstanding, at a conversion price equal to the greater of $0.10 per share and a price per share equal to the average trading price of Ziplocal’s common shares over the five day trading period immediately following the consolidation. There will be no adjustment to the exercise price of the warrants or the exercise of the warrants as a result of the consolidation. The debentures and the warrants are otherwise subject to standard anti-dilution provisions.
The Company received all required regulatory and TSX Venture Exchange (the “Exchange”) approvals in connection with the private placement.
Wildlaw Capital Markets Inc. acted as agent in connection with the private placement and received a commission equal to 6% of the proceeds on eligible subscriptions.
The Company is using the proceeds of the private placement to settle outstanding debts and for working capital and general corporate purposes.
All of the securities issuable in connection with the private placement are subject to a hold period expiring four months and one day after the relevant closing date.
The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This release does not constitute an offer or sale of securities in the United States.
ABOUT ZIPLOCAL INC.
Ziplocal is listed on NEX of the TSX Venture Exchange. Ziplocal currently has 79,757,515 Common Shares outstanding.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements regarding a private placement offering and change of business, including the proposed use of proceeds of the offering. Actual developments may differ materially from those contemplated by these statements depending upon, among other things, the ability of the Company to raise the funds and decisions made by regulators. The forward looking statements contained in this press release represent the Company’s views and expectations as of the date of this release and should not be relied upon as representing its views and expectations at any subsequent date.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.