ePals Completes Second Tranche of Non-Brokered Private Placement

WASHINGTON, DC–(Marketwired – Apr 15, 2014) – ePals Corporation (TSX VENTURE: SLN) (“ePals” or the “Company”) announces that it has completed the second tranche of its previously announced non-brokered private placement (the “Offering”) and issued 11,058,000 units of the Company (each, a “Unit”) at a price of C$0.075 per Unit for gross proceeds of C$829,350. 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 “2014 Warrant”). Each 2014 Warrant entitles the holder to purchase one additional restricted voting common share of the Company at a price of C$0.075 until August 31, 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 has extended the Offering, with the approval of the TSX Venture Exchange, to May 8, 2014. The Company intends to use the net proceeds of the Offering for general corporate purposes and working capital. All securities issued pursuant to the Offering are subject to resale restrictions for a period of four months from the closing date of the applicable tranche of the Offering.

“I am particularly pleased that Jean and Steve Case and Ted Leonsis provided this second tranche of the Offering and, along with recent investor GSV Capital and other long-time investors including Mitch Kapor, continue to provide industry expertise, as well as financial support, for the Company as we continue to execute on our plan to be a leading global education media and social learning company,” said Katya Andresen, CEO of ePals.

The Company also announces that, subject to final acceptance of the TSX Venture Exchange, the expiry date of outstanding warrants to purchase up to 2,711,311 voting common shares of the Company and up to 33,692,934 restricted voting common shares of the Company, each at a price of C$0.075 per share (collectively, the “2013 Warrants”), has been extended to June 30, 2014. The 2013 Warrants were issued on various dates in the fourth quarter of 2013 pursuant to a non-brokered private placement of the Company and were scheduled to expire on April 30, 2014.

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 ePals Corporation

ePals Corporation (TSX VENTURE: SLN) is an education media company that provides award-winning content on a safe and secure learning network for children, families and teachers across the world. Cricket Media’s 14 popular media brands for toddlers to teens include Babybug, Ladybug, Cricket® and Cobblestone® with multiple language editions and apps in English, Spanish and Chinese. The Company’s innovative web-based K12 tools for school and home include the ePals community and virtual classroom for global collaboration as well as In2Books®, a Common Core eMentoring program that builds reading, writing and critical thinking skills. Cricket Media serves approximately one million classrooms and millions of teachers, students and parents in over 200 countries and territories through its platform and NeuPals, its joint venture with China’s leading IT services company Neusoft. Cricket Media also licenses its content and platform to top publishing and educational companies worldwide. For more information, please visit www.Cricketmag.com, www.ePals.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 news 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, the expected use of proceeds of the Offering and the Company’s growth plans. 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.