ePals Completes Second Tranche of Private Placement of Senior Secured Convertible Debentures

Not for Distribution to United States Newswire Services or for Dissemination in the United States

Marketwired

TORONTO--(Marketwired - Apr 23, 2013) - ePals Corporation (TSX VENTURE: SLN) ("ePals" or the "Company") is pleased to announce that it has completed a second tranche of its previously announced non-brokered private placement of senior secured convertible debentures (the "Debentures"), bringing the total principal amount of Debentures issued to date to $5,000,000. Additional closings of the private placement of Debentures are anticipated. The Company intends to use the net proceeds of the offering for general corporate purposes and working capital.

The definitive terms and conditions of the Debentures are set forth in the trust indenture (the "Indenture") dated March 20, 2013 between the Company and Olympia Transfer Services Inc., as trustee, a copy of which will be available under the Company's SEDAR profile at www.sedar.com. The description of the Debentures in this press release is qualified in its entirety by the terms and conditions of the Debentures as set out in the Indenture.

As described in prior press releases relating to the private placement, minimum total gross proceeds of the private placement are anticipated to be $7,500,000.

The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States unless registered under the U.S. Securities Act or unless an exemption from registration is available.

About ePals Corporation

ePals Corporation is an education media company connecting K-12 schools, students, teachers and parents around the world for shared, 21st century learning. ePals operates the K-12 market's premier social learning network, connecting millions of users in over 330,000 schools for collaboration around high quality content and educational projects. ePals also publishes industry-leading children's literature in physical and digital formats. These magazines, books and mobile apps are subscribed to by hundreds of thousands of families and approximately one-third of all US middle schools. ePals' award-winning products and brands include: the ePals Global Community™; SchoolMail®365; LearningSpace®; In2Books®; Cricket® and Cobblestone®. ePals customers and partners include the International Baccalaureate, Microsoft Corporation, Dell Inc., IBM Corp. and leading school districts across the United States and globally. ePals reaches approximately 800,000 classrooms and millions of teachers, students and parents in approximately 200 countries and territories. For the ePals Global Community™, visit www.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 expected use of proceeds of the private placement and subsequent closings of the private placement. 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.

Contact:
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
View Comments