NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
WASHINGTON, DC--(Marketwired - October 18, 2013) -
ePals Corporation (TSX VENTURE: SLN) ("ePals" or the "Company") announces that further to its news release dated October 1, 2013 it is amending the terms of its non-brokered private placement (the "Offering") to provide for the issuance of up to 166,666,666 units of the Company (each a "Unit") at a price of C$0.075 per Unit for aggregate gross proceeds of up to approximately C$12,500,000. Each Unit will consist of one common share of the Company and one-third 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$0.075 until April 30, 2014.
Under the revised pricing, both GSV Capital Corp. (NASDAQ: GSVC) (www.gsvcap.com) and ePals Chairman Miles Gilburne (through one or more affiliated entities) have increased their previously announced minimum commitments to a combined C$6,000,000.
The Offering is expected to close in one or more tranches with closing of the first tranche anticipated to occur early in the week of October 21, 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 required 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.