ZG Ventures, LLC

July 28, 2011 22:38 ET

ZG Ventures, LLC Acquires Shares of ePals Corporation

TORONTO, ONTARIO--(Marketwire - July 28, 2011) -

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 ownership or control over a total of 11,033,149 voting common shares and a total of 18,232,499 restricted voting common shares of ePals Corporation (formerly New University Holdings Corp.) ("ePals") on July 26, 2011.

ZG directly acquired 8,891,914 (or approximately 13.2%) of the outstanding voting common shares and 14,694,065 (or approximately 33.7%) of the outstanding restricted voting common shares of ePals. In addition, ZG holds 412,918 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 ePals) at a price of US$0.495 per share as to 343,434 warrants and at a price of US$4.87 per share as to 69,484 warrants.

ZG indirectly acquired an additional 2,141,235 (or approximately 3.2%) of the outstanding voting common shares and an additional 3,538,434 (or approximately 8.1%) of the outstanding restricted voting common shares through Shaman III, LLC ("Shaman"). Shaman is 50% indirectly owned by ZG. In addition, Shaman holds 931,310 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 ePals) at a price of US$0.495 per share.

Each restricted voting common share is convertible into one voting common share of ePals.

If all of the restricted voting common shares held by ZG (directly and through Shaman) were converted into, and all of the warrants held by ZG (directly or through Shaman) were exercised for, voting common shares, ZG would hold or control a total of 30,609,876 (or approximately 35.2%) of the outstanding voting common shares of ePals. If all of the warrants held by ZG (directly and through Shaman) were exercised for restricted voting common shares, ZG would hold or control a total of 19,576,727 (or approximately 43.6%) of the outstanding restricted voting shares of ePals.

ZG and Shaman acquired the voting common shares and restricted voting common shares, and the rights to purchase voting common shares and/or restricted voting common shares upon the exercise of the warrants, pursuant to an agreement and plan of merger between ePals and ePals, Inc. which was completed on July 26, 2011 (the "Merger"). The Merger constituted the "Qualifying Transaction" of ePals under the applicable policies of the TSX Venture Exchange (the "TSXV"). The voting common shares and the restricted voting common shares were issued in exchange for shares of common stock of ePals, Inc. Each share of common stock of ePals, Inc. had an attributed value of C$0.64.

ZG and Shaman each completed the acquisition as part of the Merger; and neither of them currently has any specific intention to acquire ownership, or control over, additional securities of ePals.

The securities of ePals held or controlled by ZG (directly and through Shaman) are subject to the escrow restrictions described in the early warning report filed by ZG with Canadian securities regulatory authorities in accordance with applicable Canadian securities laws. A copy of the early warning report is available under ePals' SEDAR profile at www.sedar.com or may be obtained from ZG by contacting Nancy Marlow at (202) 386-7480.

The parties relied on the business combination and reorganization exemption available under section 2.11 of National Instrument 45-106 – Prospectus Exempt Distributions.

Contact Information

  • ZG Ventures, LLC
    Nancy Marlow
    (202) 386-7480