SOURCE: ePals Corporation

July 08, 2013 17:05 ET

ePals Announces Results of Annual and Special Meeting of Shareholders, Grant of Options and Restricted Share Units and Expansion of Revolving Credit Facility

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

WASHINGTON, DC--(Marketwired - Jul 8, 2013) - ePals Corporation (TSX VENTURE: SLN) ("ePals" or the "Company") is pleased to announce that the Company held its annual and special meeting of shareholders on June 27, 2013 at which all resolutions put before shareholders were approved. The Company is also pleased to announce that at the meeting, shareholders elected Katya Andresen to the board as a new director. Ms. Andresen is the President and Chief Operating Officer of the Company and will succeed Miles Gilburne as ePals' Chief Executive Officer effective January 1, 2014. Ed Fish determined not to stand for re-election to the board of directors and ePals wishes to thank Mr. Fish for his contributions to the Company as a director. Mr. Fish continues reporting to Mr. Gilburne in the office of the Chairman, focused on major strategic partnerships, international joint ventures and corporate finance.

ePals also announces that it has granted an aggregate of 830,000 restricted share units and an aggregate of 280,000 stock options to certain directors and employees. The restricted share units vested immediately and were redeemed for an equal number of restricted voting common shares of the Company. The stock options are exercisable, once vested, to acquire an equal number restricted voting common shares of the Company at a price of C$0.10 per share for a period of 10 years. The shares issuable upon redemption of the restricted share units are subject to a hold period of four months and one day commencing on the date of award.

The Company also announces that its wholly-owned subsidiary, ePals, Inc. (a Delaware corporation) has entered into an amended and restated revolving promissory note (the "Note") with ZG II, LLC ("ZG") and Zolt-Gilburne 2012 Family Trust (the "Trust" and together with ZG, the "Lenders"), each of which are affiliates of ePals' Chairman and Chief Executive Officer, Miles Gilburne and ePals Director and Chief Learning Officer, Nina Zolt. The Note is capped at an amount of US$3,000,000, an increase of US$1,500,000 from the existing credit facility established by the Lenders in favour of the Company. The Note provides that interest accrues on any unpaid balance at a rate of one percent (1.00%) per annum and, subject to certain prepayment options, all principal and interest under the Note is payable on December 31, 2013.

The loan described above is not subject to the valuation requirement of Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions ("MI 61-101") and is exempt from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(f) of MI 61-101.

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

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.

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