ePals Announces C$10 Million Non-Brokered Private Placement Led by GSV Capital Corp. and ePals Chairman Miles Gilburne

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Marketwired

WASHINGTON, DC--(Marketwired - Oct 2, 2013) - ePals Corporation (TSX VENTURE: SLN) ("ePals" or the "Company") announced today that it intends to conduct a non-brokered private placement (the "Offering") of up to 100,000,000 units of the Company (each a "Unit") at a price of C$0.10 per Unit for aggregate gross proceeds of up to C$10,000,000. Each Unit will consist of one common share of the Company and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one additional common share of the Company at a price of C$0.10 until March 31, 2014. 

The Offering will be anchored by GSV Capital Corp. (NASDAQ: GSVC) (www.gsvcap.com) and ePals Chairman, Miles Gilburne (through one or more affiliated entities), who have each committed to invest C$2,500,000 in the Offering. GSVC is a publicly traded investment fund focused on high-growth emerging companies. GSVC's investments include companies such as Twitter, Dropbox, Spotify, Bloom Energy and Violin Memory, as well as many leading high-growth education technology and services companies such as Coursera, Chegg, 2U, Parchment, Grockit and Avenues the World School. GSVC is led by industry veteran Michael Moe, who also serves as a director of ePals.

The Offering is expected to close in one or more tranches with closing of the first tranche anticipated to occur in mid-October 2013. Closing of the Offering is subject to the receipt of all applicable regulatory approvals, including the approval of the TSX Venture Exchange, and the satisfaction of all other customary closing conditions. 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.

The Company intends to use the net proceeds of the Offering for general corporate purposes and working capital.

The common shares of the Company to be issued in connection with the Offering (including the common shares issuable upon exercise of the Warrants) are anticipated to be voting common shares for non-U.S. purchasers and restricted voting common shares for U.S. purchasers. 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 of the Company 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 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.

About GSV Capital Corp.

GSV Capital Corp. (NASDAQ: GSVC) is a publicly traded investment fund that seeks to invest in high-growth, venture-backed private companies. Led by industry veteran Michael Moe, the fund's objective is to create a portfolio of high-growth emerging companies via a repeatable and disciplined investment approach, as well as to provide investors with access to such companies through its publicly traded common stock. GSV Capital is headquartered in Woodside, CA.

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:
Contact Information:

Aric Holsinger
Chief Financial Officer
ePals Corporation
Phone: (703) 885-3400
aholsinger@corp.epals.com

Cory Pala
Investor Relations
Phone: (416) 657-2400
cpala@corp.epals.com

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