ePals Completes First Tranche of Private Placement of Senior Secured Convertible Debentures

Thu Mar 21, 2013 11:43am EDT

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March 21, 2013 - 11:43:09 AM

ePals Completes First Tranche of Private Placement of Senior Secured
Convertible Debentures

TORONTO--(Marketwire - March 21, 2013) - ePals Corporation (TSX VENTURE: SLN)
("ePals" or the "Company") has completed the first tranche of its previously
announced non-brokered private placement of senior secured convertible
debentures (the "Debentures"), issuing Debentures in an aggregate principal
amount of $3,000,000. The debentures were purchased by Difference Capital
Funding Inc. ("DCF") and the Zolt-Gilburne 2012 Family Trust ("ZG"), an entity
controlled by ePals Chairman and Chief Executive Officer, Miles Gilburne, and
co-founder and Board member, Nina Zolt. As previously announced, DCF and ZG
have committed to purchase, collectively, Debentures an aggregate principal
amount of up to $7,500,000.

The Company intends to use the net proceeds of the offering for general
corporate purposes and working capital. Additional closings of the private
placement are anticipated to occur on or prior to April 29, 2013.

The definitive terms and conditions of the Debentures are set forth in the
trust indenture (the "Indenture") dated March 20, 2013 between the Company and
Olympia Transfer Services Inc., as trustee, a copy of which will be available
under the Company's SEDAR profile at www.sedar.com. The description of the
Debentures in this press release is qualified in its entirety by the terms and
conditions of the Debentures as set out in the Indenture.

The securities described herein have not been registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be
offered or sold in the United States unless registered under the U.S.
Securities 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 Global Learning Network. 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(R); Learn365(TM); In2Books(R), a common core eMentoring program that
builds reading, writing and critical thinking skills; and popular children's
educational publishing brands including Cricket(R) and Cobblestone(R). 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 1
million classrooms and reaches millions of teachers, students and parents in
approximately 200 countries and territories. Visit www.corp.epals.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.
These forward-looking statements include, among others, statements regarding
the expected use of proceeds of the private placement and subsequent closings
of the private placement. 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 therefrom. 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.

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

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