Intercap Inc. Commences Offer for Outstanding Shares of ZipLocal Inc.

TORONTO, ONTARIO--(Marketwired - May 19, 2017) - Intercap Inc. ("Intercap") and ZipLocal Inc. (NEX:ZIP.H) ("ZipLocal") are pleased to jointly announce that Intercap has formally commenced an offer (the "Offer") to the shareholders of ZipLocal to acquire all of the issued and outstanding common shares of ZipLocal (the "ZipLocal Shares") in exchange for (i) cash equal to $0.0035 for each ZipLocal Share (the "Cash Consideration"), or (ii) one non-voting redeemable (on a non-pro rata basis) preferred share of Intercap (an "Intercap Preferred Share") for each ZipLocal Share (the "Share Consideration" and, together with the Cash Consideration, the "Offer Consideration"), all of which Intercap Preferred Shares, if issued, will be redeemed at a redemption price equal to the Cash Consideration concurrently with, or immediately following, the closing of the Offer. In the event a ZipLocal Shareholder does not specify the form of Offer Consideration which such ZipLocal Shareholder wishes to receive, such ZipLocal Shareholder will be deemed to have elected to receive Cash Consideration.

THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (EASTERN TIME) ON JUNE 26, 2017 (THE "EXPIRY TIME") UNLESS THE OFFER IS EXTENDED OR WITHDRAWN BY INTERCAP.

ZipLocal has determined, and hereby states that the initial deposit period for the Offer shall be for a minimum period of 35 days commencing on May 19, 2017, the date of the Offer, and this news release constitutes a "deposit period news release", as contemplated under applicable Canadian securities laws in this regard.

Today, Intercap will mail the Offer and take-over bid circular (collectively, the "Bid Circular"), and the related letter of acceptance and transmittal and notice of guaranteed delivery (collectively, the "Offer Documents") to ZipLocal's shareholders (the "ZipLocal Shareholders"), registered holders of convertible securities of ZipLocal and other persons who are entitled to receive those documents under applicable laws. Included in the mailing to ZipLocal shareholders is ZipLocal's directors' circular, also dated May 19, 2017.

The board of directors of ZipLocal has unanimously determined that the Offer is fair to ZipLocal Shareholders and in the best interest of ZipLocal and ZipLocal Shareholders and unanimously recommends that ZipLocal Shareholders accept the Offer and deposit their ZipLocal Shares to the Offer.

As previously announced, Intercap, ZipLocal and certain ZipLocal Shareholders have entered into a lock-up and support agreement (the "Support Agreement"), pursuant to which, and subject to the terms and conditions therein, ZipLocal agreed to support the Offer and such ZipLocal Shareholders have agreed, subject to certain exceptions, to deposit under the Offer and not withdraw an aggregate of 23,079,702 ZipLocal Shares, collectively representing approximately 76.1% of the outstanding ZipLocal Shares. A copy of the Support Agreement is available for viewing and download on SEDAR at www.sedar.com.