ePals Announces C$10 Million Non-Brokered Private Placement Led by GSV Capital Corp. and ePals Chairman Miles Gilburne
October 02 2013 - 4:00AM
Marketwired
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
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 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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