ePals Announces Shares for Debt Transaction and Grants Stock Options and Restricted Share Units
February 10 2014 - 4:28PM
Marketwired
ePals Announces Shares for Debt Transaction and Grants Stock
Options and Restricted Share Units
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
WASHINGTON, DC--(Marketwired - Feb 10, 2014) - ePals Corporation
(TSX-VENTURE: SLN) ("ePals" or the "Company") announces that it has
entered into an agreement with an arm's length party to satisfy
certain earnout payments payable by ePals pursuant to an agreement
and plan of merger entered into in connection with the Company's
November 2011 acquisition of Carus Publishing Company. The
Company will pay US$253,135.74 in cash and issue an aggregate of
3,166,336 restricted voting common shares at a deemed price of
C$0.05244 per share to satisfy an aggregate earnout payment of
approximately US$403,136. The issuance of the restricted
voting common shares is subject to the approval of the TSX Venture
Exchange. The restricted voting common shares to be issued in
connection with the earnout payment will be subject to resale
restrictions for a period of four months from the issue date.
The Company also announces that its board of directors has
approved the grant of stock options and restricted share units to
certain directors, officers, employees and consultants. The
board approved the grant of stock options to acquire an aggregate
of 10,990,000 common shares, comprised of options to acquire
10,905,270 restricted voting common shares and 84,730 voting common
shares, and awarded restricted share units which are redeemable for
1,050,000 common shares, consisting of 580,000 restricted voting
common shares and 470,000 voting common shares. The stock
options are subject to shareholder approval as well as annual
approval by shareholders of the Company's incentive stock option
plan at its next annual meeting of shareholders. All stock
options are exercisable, once vested and approved by shareholders,
at a price of C$0.05 per share for a period of 10 years from the
date of grant. The common shares issuable upon redemption of
the restricted share units and the exercise of certain stock
options will be subject to resale restrictions for a period of four
months from the grant date.
About ePals Corporation
ePals Corporation (TSX-VENTURE: SLN) is an education media
company and Global Learning Network. Focused on the K-12 market,
ePals offers school administrators, teachers, students and parents
worldwide trusted content, interactive learning experiences, and a
collaborative learning community. ePals' award-winning products
include: popular children's educational publishing brands from
toddlers to teens, including Cricket® and Cobblestone®; the ePals
Global Community®; and In2Books®, a Common Core eMentoring program
that builds reading, writing and critical thinking skills. ePals
also offers a content-licensing, clearance and production service
for education publishers. ePals serves approximately one million
classrooms and reaches millions of teachers, students and parents
in over 200 countries and territories. Product websites include:
www.ePals.com; www.Cricketmag.com; and In2Books.com.
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 there from. 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.
FOR FURTHER INFORMATION PLEASE CONTACT: Aric Holsinger Chief
Financial Officer ePals Corporation Phone: (703) 885-3400
aholsinger@corp.epals.com Cory Pala Investor Relations E.vestor
Phone: (416) 657-2400 cpala@corp.epals.com
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