ePals Closes Additional Tranche of Non-Brokered Private Placement
November 12 2013 - 5:21PM
Marketwired
ePals Closes Additional Tranche of Non-Brokered Private Placement
Not for Distribution to United States Newswire Services or
Dissemination in the United States
WASHINGTON, DC--(Marketwired - Nov 12, 2013) - ePals Corporation
(TSX-VENTURE: SLN) ("ePals" or the "Company") has completed an
additional tranche of its previously announced non-brokered private
placement (the "Offering") and issued 46,666,666 units of the
Company (each, a "Unit") at a price of C$0.075 per Unit for gross
proceeds of C$3,500,000. Each Unit consists of one restricted
voting common share of the Company and one-third of one restricted
voting common share purchase warrant (each whole warrant, a
"Warrant"). Each Warrant entitles the holder to purchase one
additional restricted voting common share of the Company at a price
of C$0.075 until April 30, 2014. Each restricted voting common
share is convertible into one voting common share at any time at
the option of the holder. The restricted voting common shares are
not listed or posted for trading on the TSX Venture Exchange or any
other stock exchange or marketplace and do not carry the right to
vote for the election of directors of the Company.
The Company intends to use the net proceeds of the Offering for
general corporate purposes and working capital. The Company may
complete additional tranches of the Offering.
The Units in this tranche were issued to ZG Ventures, LLC
("ZG"), an entity controlled by ePals Chairman, Miles Gilburne, and
co-founder and board member of ePals, Nina Zolt, and to
Zolt-Gilburne 2012 Family Trust, an affiliate of ZG. Pursuant to
Multilateral Instrument 61-101 Protection of Minority Security
Holders in Special Transactions ("MI 61-101"), the issuance of
the Units to each of ZG and its affiliate is a "related party
transaction" for the Company. The Company is relying on the
exemption from the formal valuation requirements of MI 61-101
contained in section 5.5(b) of MI 61-101 and is relying on the
exemption from the minority shareholder approval requirements of MI
61-101 contained in section 5.7(a) of MI 61-101.
The securities described herein have not been and will not be
registered under the U.S. Securities Act of 1933, as
amended, or any state securities laws and may not be offered or
sold in the United States absent registration or an applicable
exemption from those registration requirements. This press release
does not constitute an offer to sell or the solicitation of an
offer to buy any securities nor shall there by any sale of the
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
All securities issued pursuant to the Offering will be subject
to resale restrictions for a period of four months from the closing
date of the applicable tranche of the Offering.
About ePals Corporation
ePals Corporation (TSX-VENTURE: SLN) is an education media
company and a leading 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 SchoolMail365 and has recently
launched ToolsforSchool.com, a teaching resource marketplace
connecting educators to original, classroom-tested content. Also
new is a full service content-licensing, clearance and production
service for education publishers. ePals serves approximately 1
million classrooms and reaches millions of teachers, students and
parents in approximately 190 countries and territories. Product
websites include: www.ePals.com; www.Cricketmag.com;
www.In2Books.com; and www.ToolsforSchool.com. Corporate information
is available at www.corp.ePals.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. These forward-looking statements
include, among others, statements regarding the completion of the
Offering and the expected use of proceeds of the Offering. 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 there from. 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.
Contact Information: 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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