ePals Corporation

ePals Corporation

April 19, 2012 15:58 ET

ePals Corporation Closes First Tranche of Brokered Private Placement

WASHINGTON, DISTRICT OF COLUMBIA--(Marketwire - April 19, 2012) -


ePals Corporation (TSX VENTURE:SLN) ("ePals" or the "Company"), an education media company and leading safe social learning network, is pleased to announce that it has completed a first tranche of its previously announced best efforts private placement and issued 21,107,776 voting common shares of the Company (the "Shares") at a purchase price of Cdn$0.41 per Share for gross proceeds of Cdn$8,654,188.16 (the "Offering"). The Offering was conducted through a syndicate of agents led by Cormark Securities Inc. ("Cormark") and including National Bank Financial Inc. and Canaccord Genuity Corp. (collectively, the "Agents") pursuant to an agency agreement dated April 19, 2012 (the "Agency Agreement"). In connection with the Offering, the Agents received a cash commission equal to 6% of the gross proceeds of the Offering, subject to a reduced commission in respect of certain subscribers as agreed to between Cormark and the Company. Pursuant to the Agency Agreement, the Company may complete one or more additional closings of voting common shares for total gross proceeds (including from the Offering) of up to Cdn$10,000,000.

In this first tranche, subscriptions by insiders of the Company accounted for approximately Cdn$2,000,000 of the gross proceeds of the Offering. Participation in the Offering by insiders is exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") by virtue of the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101.

The net proceeds of the Offering will be used for working capital and general corporate purposes.

The Shares issued pursuant to the Offering are subject to a four month hold period commencing on the closing date of the Offering.

The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended (the "Act"), and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available.

About ePals Corporation

ePals Corporation (TSX VENTURE:SLN) is an education media company and the leading provider of safe social learning networks. Focused on the K-12 market, ePals offers elementary and secondary school administrators, teachers, students and parents worldwide a safe and secure platform for building educational communities, providing quality digital content and facilitating collaboration for effective 21st century learning. ePals' award-winning products include: the ePals Global Community™; SchoolMail®365; LearningSpace®; In2Books®, a common core eMentoring program that builds reading, writing and critical thinking skills; and popular children's educational publishing brands including Cricket® and Cobblestone®. ePals customers and partners include the International Baccalaureate, Microsoft Corporation, Dell Inc., IBM Corp., National Geographic and leading school districts across the United States and globally. ePals serves approximately 800,000 educators and reaches millions of teachers, students and parents in approximately 200 countries and territories. For the ePals Global Community, visit www.epals.com. Corporate information is available at www.corp.epals.com.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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