Zoomaway Provides Corporate Update

Rhea-AI Summary

ZoomAway Travel Inc. (US: ZMWYF) provided an update regarding its financial agreements and compliance. The company amended its note purchase agreement, allowing it to raise an additional CAD$520,000 by year-end 2020, while confirming compliance with prior covenants. Notably, the planned CAD$5 million acquisition line of credit from AIP Asset Management has been canceled. The company clarified past shareholder resolutions regarding share issuance and canceled 2 million stock options. Trading of its shares is expected to resume shortly, following discussions with the TSXV.

Positive

• Amended note purchase agreement allows raising CAD$520,000 by end of 2020.
• Company confirms compliance with all affirmative covenants.

Negative

• Cancelled planned CAD$5 million acquisition line of credit.
• Invalid previous shareholder resolution regarding 'Control Person'.
• Cancellation of 2 million stock options due to ineligibility of holder.

VANCOUVER, Sept. 22, 2020 /PRNewswire/ -- 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 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.

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SOURCE Zoomaway Travel Inc.

FAQ

What is the recent update from ZoomAway Travel Inc. regarding its financial agreements?

ZoomAway Travel announced an amendment to its note purchase agreement, allowing for the raising of CAD$520,000 by year-end 2020.

What cancellation did ZoomAway Travel Inc. announce on September 22, 2020?

The company announced the cancellation of the CAD$5 million acquisition line of credit from AIP Asset Management.

How many stock options did ZoomAway Travel Inc. cancel?

ZoomAway Travel cancelled 2 million of the 2,400,000 stock options granted.

Will trading of ZoomAway Travel shares resume?

Yes, following discussions with the TSXV, the company expects trading of its shares to be reinstated shortly.

What does the amendment to the note purchase agreement signify for shareholders?

The amendment allows the company more flexibility to meet financing requirements, potentially benefiting shareholders.