ePals Completes Shares for Debt Transaction and Announces Amendment to Revolving Credit Facility

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.