ePals Completes Shares for Debt Transaction and Announces Amendment to Revolving Credit Facility
March 18 2014 - 2:12PM
Marketwired
ePals Completes Shares for Debt Transaction and Announces Amendment
to Revolving Credit Facility
Not for Distribution to United States Newswire Services or for
Dissemination in the United States
WASHINGTON, DC--(Marketwired - Mar 18, 2014) - ePals
Corporation (TSX-VENTURE: SLN) ("ePals" or the "Company") announces
that it has issued an aggregate of 11,058,000 restricted voting
common shares (the "Consideration Shares") in settlement of
aggregate indebtedness of US$750,000 payable to ZG Ventures, LLC
("ZG") pursuant to a revolving loan facility in favour of ePals,
Inc., a wholly-owned subsidiary of the Company. The parties
determined the Canadian dollar amount of the debt to be C$829,350
and the restricted voting common shares were issued at a deemed
price of C$0.075 per share.
The Company also announces that the terms of the loan facility
have been amended. Under the prior terms of the loan facility,
ePals, Inc. was entitled to borrow up to a maximum of US$1,500,000
and payment of all outstanding principal and interest was due June
30, 2014. The facility has been amended to extend the
repayment date to December 31, 2014 and to increase the amount that
may be borrowed and outstanding from time to time to a maximum of
US$2,500,000. All other terms of the loan facility remain
unchanged including that interest accrues on any unpaid balance at
a rate of one percent (1.00%) per annum.
Pursuant to Multilateral Instrument 61-101 Protection of
Minority Security Holders in Special Transactions ("MI
61-101"), the issuance of the Consideration Shares and the
amendment to the loan facility is each a "related party
transaction" for the Company. For the issuance of the
Consideration Shares, the Company has relied on the exemption from
the formal valuation requirements of MI 61-101 contained in section
5.5(b) of MI 61-101 and has relied on the exemption from the
minority shareholder approval requirements of MI 61-101 contained
in section 5.7(a) of MI 61-101. The amendment to the loan is
not subject to the valuation requirement of MI 61-101 and the
Company has relied on the exemption from the minority shareholder
approval requirements of MI 61-101 contained in Section 5.7(1)(f)
of MI 61-101.
About ePals Corporation
ePals Corporation (TSX-VENTURE: SLN) is an education media
company and Global Learning Network. Focused on the K-12 market,
ePals offers school administrators, teachers, students and parents
worldwide trusted content, interactive learning experiences, and a
collaborative learning community. ePals' award-winning products
include: popular children's educational publishing brands from
toddlers to teens, including Cricket® and Cobblestone®; the ePals
Global Community®; and In2Books®, a Common Core eMentoring program
that builds reading, writing and critical thinking skills. ePals
also offers a content-licensing, clearance and production service
for education publishers. ePals serves approximately one million
classrooms and reaches millions of teachers, students and parents
in over 200 countries and territories. Product websites include:
www.ePals.com; www.Cricketmag.com; and www.In2Books.com.
Neither the 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.
Forward Looking Statements
This press release contains statements that may constitute
"forward-looking statements" within the meaning of applicable
Canadian securities legislation. Readers are cautioned not to
place undue reliance on such forward-looking
statements. Forward-looking statements are based on current
expectations, estimates and assumptions that involve a number of
risks, which could cause actual results to vary and in some
instances to differ materially from those anticipated by the
Company and described in the forward-looking statements contained
in this press release. No assurance can be given that any of
the events anticipated by the forward-looking statements will
transpire or occur or, if any of them do so, what benefits the
Company will derive therefrom. The forward-looking statements
contained in this news release are made as at the date of this news
release and the Company does not undertake any obligation to update
publicly or to revise any of the forward-looking statements,
whether as a result of new information, future events or otherwise,
except as may be required by applicable securities laws.
FOR FURTHER INFORMATION PLEASE CONTACT: Aric Holsinger Chief
Financial Officer ePals Corporation Phone: (703) 885-3400
aholsinger@corp.epals.com Cory Pala Investor Relations E.vestor
Phone: (416) 657-2400 cpala@corp.epals.com
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