December 01, 2011 23:20 ET

ePals Corporation Engages Human Resources & Marketing Consultants to Streamline Integration of Carus Publishing Company

WASHINGTON, DC--(Marketwire - Dec 1, 2011) - ePals Corporation (TSX-V: SLN) (the "Corporation"), the social learning company, announces the entering into of consulting services agreements with two consultants to provide human resources advisory services and marketing & branding services (collectively, the "Agreements").

Human Resources & Marketing Consultants Engaged
The Corporation hired a consultant to develop a branding framework and strategy for its marketing & communications and to provide marketing support for the launch of its products and announcements. Additionally, a consultant specializing in human resources was hired to identify and onboard key hires, develop a compensation framework and develop goals and objectives for senior executives. Both consultants are receiving RSUs in lieu of full cash consideration.

Pursuant to the Agreements the consultants will collectively receive, in addition to certain cash compensation, an aggregate of $23,500 per month of restricted voting common shares of the Corporation which will be issued monthly between November 2011 and February 2012. The deemed price of the shares to be issued will be the greater of US$0.64 and the closing price of the voting common shares of the Corporation on the TSX Venture Exchange on the trading day immediately preceding the respective dates of issuance.

Each restricted voting common share is convertible by the holder into one voting common share of the Corporation for no additional consideration, subject to certain conditions. The restricted voting common shares will be issued pursuant to statutory exemptions from the prospectus requirements under applicable securities laws.

Stock Options and Restricted Share Units Granted
The Corporation granted to certain employees of its wholly-owned subsidiary, ePals, Inc. ("ePals"), stock options to acquire a total of 192,100 restricted voting common shares of the Corporation. The stock options are exercisable, once vested, at a price of C$0.61 per share for a period of 10 years.

The Corporation awarded to certain employees and consultants of ePals a total of 262,500 restricted share units with various vesting terms. All of the restricted share units awarded are redeemable, once vested, for an equal number of restricted voting common shares of the Corporation and were awarded pursuant to the Corporation's restricted share unit plan.

About ePals Corporation
ePals Corporation (TSX-V: SLN) is an education technology company and the leading provider of safe social learning networks (SLN). 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®; and In2Books®, a common core eMentoring program that builds reading, writing and critical thinking skills. ePals customers and partners include International Baccalaureate, Microsoft Corporation, Dell Inc., IBM Corp., National Geographic and leading school districts across the United States and globally. ePals serves approximately 700,000 educators and reaches millions of teachers, students and parents in approximately 200 countries and territories. For the ePals Global Community, visit Corporate information is available at

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.

Contact Information

    Chief Financial Officer
    Aric Holsinger
    ePals Corporation
    Phone: (703) 885-3400

    Senior Marketing Manager
    Jacqueline Van Meter
    ePals Corporation
    Phone: (703) 885-3400

    Investor Relations
    Cory Pala
    Phone: (416) 657-2400