ZipLocal Inc. – s. 1(6) of the OBCA

Headnote

Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, C. B.16, AS AMENDED

(the “OBCA”)

AND

IN THE MATTER OF

ZIPLOCAL INC.

(the “Applicant”)

ORDER

(Subsection 1(6) of the OBCA)

                UPON the application of the Applicant to the Ontario Securities Commission (the “Commission”) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;

                AND UPON the Applicant representing to the Commission that:

1.             The Applicant is an “offering corporation” as defined in the OBCA, and has an authorized capital consisting of an unlimited number of common shares (the “Common Shares”) and an unlimited number of preference shares, of which 30, 431,248 Common Shares and no preference shares are outstanding.

2.             The Applicant’s head office is located at 365 Bay Street, Suite 800, Toronto, Ontario M5H 2V1.

3.             On May 19, 2017, Intercap Inc. (the “Offeror”) made an offer to purchase all of the Common Shares. The offer initially expired on June 26, 2017 and was extended for the mandatory 10-day extension period until July 7, 2017. All of the Common Shares validly deposited under the offer were taken up and paid for by the Offeror.

4.             On July 20, 2017, the Offeror commenced a compulsory acquisition under the OBCA to acquire the remaining Common Shares not deposited under the offer by mailing a notice of compulsory acquisition to the holders of such Common Shares. The Offeror is deemed to have acquired such Common Shares as of August 19, 2017 (the “Deemed Acquisition”).

5.             As a result of the Deemed Acquisition, all of the issued and outstanding Common Shares of the Applicant (which are the only outstanding securities of the Applicant) are beneficially owned, directly or indirectly, by the Offeror.

6.             The Applicant’s Common Shares were de-listed from the NEX Board of the TSX Venture Exchange at the close of business on August 18, 2017.

7.             The Applicant has no intention to seek a public financing by way of an offering of securities.

8.             On August 21, 2017, the Applicant was granted an order pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario) that it is not a reporting issuer in Ontario and is not a reporting issuer or the equivalent in any other jurisdiction of Canada in accordance with the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

                AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

                IT IS HEREBY ORDERED by the Commission, pursuant to subsection 1(6) of the OBCA that the Applicant is deemed to have ceased to be offering its securities to the public.

                DATED at Toronto on this 22nd day of August, 2017.

“Deborah Leckman”

Commissioner

Ontario Securities Commission

“William Furlong”

Commissioner

Ontario Securities Commission