ZG Ventures, LLC

July 03, 2014 14:11 ET

ZG Ventures, LLC Acquires Securities of Cricket Media

WASHINGTON, DISTRICT OF COLUMBIA--(Marketwired - July 3, 2014) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA OR THROUGH U.S. NEWSWIRE SERVICES

ZG Ventures, LLC ("ZG"), a venture capital firm located at 400 7th Street N.W., Washington, DC, acquired direct ownership of an aggregate of 47,370,400 restricted voting common shares ("Restricted Voting Common Shares") of ePals Corporation (doing business as Cricket Media) ("Cricket Media"). The Restricted Voting Common Shares are convertible into voting common shares of Cricket Media ("Voting Common Shares" and together with the Restricted Voting Common Shares, the "Common Shares") on a one-for-one basis.

ZG now directly holds 154,349,506 Restricted Voting Common Shares representing approximately 48.6% of the outstanding Restricted Voting Common Shares (approximately 35.2% of the outstanding Common Shares).

After giving effect to the foregoing acquisition, ZG has ownership of and/or exercises control or direction over, directly or indirectly through Shaman III, LLC ("Shaman"), ZG II, LLC ("ZG II") and Zolt-Gilburne 2012 Family Trust ("ZG Trust"): (i) 1,344,228 warrants, each of which may be exercised for either one Voting Common Share or one Restricted Voting Common Share as determined by the board of directors of Cricket Media) at a price of US$0.495 as to 1,274,744 warrants and a price of US$4.87 per share as to 69,484 warrants; (ii) convertible debentures in the aggregate principal amount of C$3,750,000, which debentures are convertible into Voting Common Shares at a price of C$0.40 per share; (iii) 6,803,236 Voting Common Shares representing approximately 5.6% of the outstanding Voting Common Shares (approximately 1.6% of the outstanding Common Shares); (iv) 207,151,066 Restricted Voting Common Shares representing approximately 65.3% of the outstanding Restricted Voting Common Shares (approximately 47.3% of the outstanding Common Shares); and (v) 14,198,063 warrants, each of which is exercisable to acquire one Restricted Voting Common Share at a price of C$0.075 per share.

If all of the warrants held by ZG (directly and through Shaman and ZG Trust) were exercised for Restricted Voting Common Shares, ZG would own or control a total of 222,693,356 Restricted Voting Common Shares, representing approximately 66.9% of the then outstanding Restricted Voting Common Shares.

If all of the Restricted Voting Common Shares, convertible debentures and warrants held by ZG, Shaman, ZG II and ZG Trust described above were converted into or exercised for Voting Common Shares, ZG and its affiliates would own or control a total of 238,871,592 Voting Common Shares representing approximately 67.7% of the then outstanding Voting Common Shares (approximately 51.6% of the then outstanding Common Shares), calculated on a partially diluted basis and assuming no other increases in the number of issued and outstanding Common Shares.

The Restricted Voting Common Shares acquired by ZG were issued at a deemed price of C$0.05 per share as consideration for the assignment by ZG to Cricket Media of the outstanding debt owed to ZG by ePals, Inc., a wholly-owned subsidiary of Cricket Media, in the aggregate amount of US$2,200,000 (CDN$2,368,520).

ZG's holding of securities of Cricket Media is for investment purposes. ZG may from time to time acquire ownership of, or control over, additional securities of Cricket Media, dispose of some or all of the existing or additional securities of Cricket Media or may continue to hold the current position.

Contact Information

  • ZG Ventures, LLC
    Farid Sadrzadeh
    (202) 386-7482