Zoolander Corporation Announces Updated By-Laws

Zoolander Corporation (TSX VENTURE:ZOO) ("Zoolander" or the "Company") announced
that its Board of Directors has approved an updated by-law (the"Updated By-law")
to replace the Company's current By-law No. 1, which relates generally to the
conduct of the affairs of the Company. Among other things, the Updated By-law: 




--  Updates the residency qualifications of directors and members of
    committees to be consistent with the requirements under the Business
    Corporations Act (Ontario) (the "Act") 
    
--  Includes a provision that requires advance notice to the Company in
    circumstances where nominations of persons for election to the board of
    directors are made by shareholders of the Company other than pursuant to
    (i) a requisition of a meeting made pursuant to the provisions of the
    Act or (ii) a shareholder proposal made pursuant to the provisions of
    the Act (the "Advance Notice Provision") 
    
--  Includes limits on the liability of directors and officers consistent
    with the Act and updates the Company's indemnity obligations to
    directors and officers 



Among other things, the Advance Notice Provision fixes a deadline by which
holders of record of common shares of the Company must submit director
nominations to the Company prior to any annual or special meeting of
shareholders and sets forth the information that a shareholder must include in
the notice to the Company for the notice to be in proper written form.


In the case of an annual meeting of shareholders, notice to the Company must be
made not less than 30 nor more than 65 days prior to the date of the annual
meeting; provided, however, that in the event that the annual meeting is to be
held on a date that is less than 50 days after the date on which the first
public announcement of the date of the annual meeting was made, notice may be
made not later than the close of business on the 10th day following such public
announcement.


In the case of a special meeting of shareholders (which is not also an annual
meeting), notice to the Company must be made not later than the close of
business on the 15th day following the day on which the first public
announcement of the date of the special meeting was made.


Notwithstanding the foregoing, with respect to the annual and general meeting of
the Company to be held on August 22, 2013 (the "Meeting"), any notice delivered
to the Company prior to the close of business on August 9, 2013 shall be deemed
to have been timely delivered.


The by-law amendment is effective immediately and a copy has been filed and is
available under the Company's profile on SEDAR at www.sedar.com. Additional
details are also contained in the Company's management information circular
dated July 15, 2013 which has also been filed ion SEDAR. The continued existence
of the Updated By-law is subject to ratification by shareholders at the Meeting.


Nothing in this release is intended to be, and should not be regarded as, a
solicitation or request for a proxy or a recommendation as to how shareholders
of the Company should vote at the Meeting.


Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts responsibility
for the adequacy or accuracy of this release. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Zoolander Corporation
Lawrence Schreiner
Chief Financial Officer
416-496-3077
lschreiner@manbancorp.com

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