Intercap Inc. Commences Offer for Outstanding Shares of ZipLocal Inc. - Seite 2

Successful completion of the Offer is subject to a number of customary conditions, including: (i) there being validly deposited under the Offer and not withdrawn at the Expiry Time such number of ZipLocal Shares that, when added to the ZipLocal Shares beneficially owned by Intercap and its Affiliates (if any), constitutes at least 66 2/3% of the outstanding ZipLocal Shares; (ii) receipt of all governmental and regulatory approvals, orders, rulings, exemptions and consents that Intercap considers necessary in connection with the Offer on terms and conditions satisfactory to Intercap; and (iii) no material adverse change having occurred in respect of ZipLocal.

Full details of the Offer are contained in the Bid Circular that has been filed with the applicable Canadian securities regulatory authorities, and ZipLocal Shareholders are urged to read the Offer Documents and to consider the important information set out therein. Copies of the Offer Documents may be obtained free of charge on SEDAR at www.sedar.com.

Cautionary Statement on Forward-looking Information

All statements, other than statements of historical fact, contained in this news release constitute "forward-looking information" or "forward-looking statements" within the meaning of certain securities laws, including the provisions of the Securities Act (Ontario) and are based on the expectations, estimates and projections of management as of the date of this news release unless otherwise stated.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Intercap and/or ZipLocal as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The estimates and assumptions of Intercap and/or ZipLocal contained in this news release, which may prove to be incorrect, include, but are not limited to, the various assumptions set forth herein and in the Offer Documents prepared and filed in accordance with applicable securities laws in Canada as well as: (1) that Intercap will complete the acquisition of ZipLocal in accordance with the terms and conditions of the Offer or otherwise; and (2) the accuracy of Intercap's understanding of ZipLocal.