Zonetail Inc has entered non-brokered private placement that it will issue maximum 50,000,000 shares at a price of CAD 0.02 per share for aggregate gross proceeds of up to CAD 1,000,000 on September 14, 2023.The transaction is subject to the receipt of all necessary approvals, including the approval of the Toronto Venture Exchange. In connection with the transaction, the Company may pay finder's fees equal to 6% of the gross proceeds in cash and issue 6% non-transferable warrants to various registered dealers or finder's, representing up to 6% of the shares sold through such registered dealers or finders in the transaction. Each Finder Warrant will entitle the holder thereof to purchase one share at a price of CAD 0.05 per share for a period of thirty-six months from the closing date of the offering.

Certain insiders of company may participate in the transaction; however, the total participation by insiders is not expected to exceed 25% of the Offering. All of the securities issuable in connection with the transaction will be subject to a hold period expiring four months and one day after the date of issuance of the securities. It is anticipated that the first closing of the transaction will occur on or about September 30, 2023, with a final closing no later than October 20, 2023.