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

Thu Mar 21, 2013 11:42am EDT

* Reuters is not responsible for the content in this press release.

  TORONTO, Mar 21 (Marketwire) -- 
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

    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

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