Click here to close now.




















Welcome!

IBM Cloud Authors: Pat Romanski, Liz McMillan, Kevin Benedict, Elizabeth White, Carmen Gonzalez

News Feed Item

ePals Shareholders, Including Chairman & CEO, Miles Gilburne, Commit to Purchase $7.5 Million of New Issue of up to $10 Million of Senior Secured Convertible Debentures

WASHINGTON, DC -- (Marketwire) -- 03/13/13 -- ePals Corporation (TSX VENTURE: SLN) ("ePals" or the "Company") announced today that it intends to issue, on a non-brokered private placement basis, senior secured convertible debentures of the Company (the "Debentures") in an aggregate principal amount of up to $10 million (the "Placement"). Existing ePals shareholders, Difference Capital Funding Inc. ("DCF") and 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, have committed to purchase Debentures in an aggregate principal amount of up to $7.5 million. Each $1,000 principal amount of Debentures will be convertible into 2500 voting common shares of ePals ("Common Shares"), at the option of the holder, representing a conversion price of $0.40 per share (the "Conversion Price").

The Debentures will rank senior to other indebtedness of the Company, including the secured debentures issued by ePals on October 19, 2012, and will bear interest at a rate of 10.0% per annum, payable annually in arrears on April 30 in each year, with the initial interest payment date being April 30, 2014. The Debentures will have a maturity date of October 31, 2014 (extendable, at ePals' option, to October 31, 2016).

"The terms of this financing reflect our prudent capitalization commitments at a time of subpar capital market for ePals' valuation," explained Mr. Gilburne. "We believe the enterprise value of ePals continues to trend upward, driven by the business and revenue growth prospects for ePals as the education space undergoes the same digital disruption other traditional media have experienced. Good momentum in our recent initiatives domestically and internationally makes it even clearer that ePals' secure learning platform and cloud-based distribution network maps onto the needs of partners, educational publishers, and users globally."

"With this investment, ePals becomes a core investment of Difference Capital," said DCF Executive Chairman Michael Wekerle. "We believe that ePals' execution on its ambitious business plan in North America, China and Europe, combined with an increased emphasis on financial partnerships in 2013, represent the potential for substantial growth."

The Debentures will not be redeemable prior to October 31, 2015. On or after October 31, 2015, under certain conditions, ePals may, at its option, redeem the Debentures, at par plus accrued and unpaid interest thereon to the redemption date. Further, on or after October 31, 2014, the Company may, at its option, convert the Debentures into Common Shares at the Conversion Price, provided that the volume weighted average trading price of the Common Shares for the preceding 10 trading days is not less than 200% of the Conversion Price. Holders of converted Debentures will receive, in cash, accrued and unpaid interest thereon to the conversion date.

The $7.5 million commitment to purchase Debentures made by DCF and ZG will be reduced in the event that the Company receives subscriptions for Debentures exceeding $10 million in principal amount and the investment by DCF or ZG may be made in one or more tranches.

The Company intends to use the net proceeds of the Placement for general corporate purposes and working capital.

In connection with the Placement, the Company may pay a finder's fee to certain registered dealers (on customary terms and conditions) who assist the Company in identifying purchasers for the Debentures. The finder's fee shall not exceed 6% of gross proceeds on any specific purchase of Debentures. No finder's fee will be paid in connection with purchases by DCF or ZG.

The Placement is expected to close in tranches, with an initial closing on or about March 20, 2013. The Debentures issued in connection with the Placement, as well as the underlying Common Shares (if any), will be subject to resale restrictions for a period of four months from the closing date of the Placement.

The Placement is subject to receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange (the "TSX-V"), and the satisfaction of all other customary closing conditions.

Regulatory Matters

As disclosed above, Miles Gilburne and Nina Zolt are both directors and/or officers of the Company and, as such, the participation by ZG in the Placement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and under the policies of the TSX-V. In respect of the Placement, the Company is relying upon the exemptions from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(b) and 5.7(1)(a), respectively, of MI 61-101 on the basis that at the time ZG agreed to participate in the Placement, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction insofar as it involves "interested parties" (within the meaning of MI 61-101) in the Placement, exceeds 25% of the Company's market capitalization calculated in accordance with MI 61-101.

The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or applicable exemption from those registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there by any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Difference Capital Funding Inc.

Difference Capital Funding Inc. is a publicly listed merchant bank focused on creating shareholder value through strategic investments in, and advisory services for, growth companies, particularly in the technology and media sectors, as well as opportunistic investments in undervalued financial assets and real property. For further information on Difference Capital, its management, board and portfolio of investee companies, please visit www.differencecapital.com.

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®; Learn365™; In2Books®, a common core eMentoring program that builds reading, writing and critical thinking skills; and popular children's educational publishing brands including Cricket® and Cobblestone®. 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.epals.com. For Corporate information, 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 completion of the Placement and the expected use of proceeds of the 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.

FOR FURTHER INFORMATION PLEASE CONTACT:

ePals Corporation
Aric Holsinger
Chief Financial Officer
Phone: (703) 885-3400
aholsinger@corp.epals.com

Investor Relations
Cory Pala
Phone: (416) 657-2400
cpala@corp.epals.com

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

@ThingsExpo Stories
SYS-CON Events announced today that Micron Technology, Inc., a global leader in advanced semiconductor systems, will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Micron’s broad portfolio of high-performance memory technologies – including DRAM, NAND and NOR Flash – is the basis for solid state drives, modules, multichip packages and other system solutions. Backed by more than 35 years of technology leadership, Micron's memory solutions enable the world's most innovative computing, consumer,...
SYS-CON Events announced today that Pythian, a global IT services company specializing in helping companies leverage disruptive technologies to optimize revenue-generating systems, has been named “Bronze Sponsor” of SYS-CON's 17th Cloud Expo, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Founded in 1997, Pythian is a global IT services company that helps companies compete by adopting disruptive technologies such as cloud, Big Data, advanced analytics, and DevOps to advance innovation and increase agility. Specializing in designing, imple...
SYS-CON Events announced today that HPM Networks will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. For 20 years, HPM Networks has been integrating technology solutions that solve complex business challenges. HPM Networks has designed solutions for both SMB and enterprise customers throughout the San Francisco Bay Area.
Consumer IoT applications provide data about the user that just doesn’t exist in traditional PC or mobile web applications. This rich data, or “context,” enables the highly personalized consumer experiences that characterize many consumer IoT apps. This same data is also providing brands with unprecedented insight into how their connected products are being used, while, at the same time, powering highly targeted engagement and marketing opportunities. In his session at @ThingsExpo, Nathan Treloar, President and COO of Bebaio, will explore examples of brands transforming their businesses by t...
With the proliferation of connected devices underpinning new Internet of Things systems, Brandon Schulz, Director of Luxoft IoT – Retail, will be looking at the transformation of the retail customer experience in brick and mortar stores in his session at @ThingsExpo. Questions he will address include: Will beacons drop to the wayside like QR codes, or be a proximity-based profit driver? How will the customer experience change in stores of all types when everything can be instrumented and analyzed? As an area of investment, how might a retail company move towards an innovation methodolo...
Through WebRTC, audio and video communications are being embedded more easily than ever into applications, helping carriers, enterprises and independent software vendors deliver greater functionality to their end users. With today’s business world increasingly focused on outcomes, users’ growing calls for ease of use, and businesses craving smarter, tighter integration, what’s the next step in delivering a richer, more immersive experience? That richer, more fully integrated experience comes about through a Communications Platform as a Service which allows for messaging, screen sharing, video...
The Internet of Things (IoT) is about the digitization of physical assets including sensors, devices, machines, gateways, and the network. It creates possibilities for significant value creation and new revenue generating business models via data democratization and ubiquitous analytics across IoT networks. The explosion of data in all forms in IoT requires a more robust and broader lens in order to enable smarter timely actions and better outcomes. Business operations become the key driver of IoT applications and projects. Business operations, IT, and data scientists need advanced analytics t...
A producer of the first smartphones and tablets, presenter Lee M. Williams will talk about how he is now applying his experience in mobile technology to the design and development of the next generation of Environmental and Sustainability Services at ETwater. In his session at @ThingsExpo, Lee Williams, COO of ETwater, will talk about how he is now applying his experience in mobile technology to the design and development of the next generation of Environmental and Sustainability Services at ETwater.
SYS-CON Events announced today that IceWarp will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. IceWarp, the leader of cloud and on-premise messaging, delivers secured email, chat, documents, conferencing and collaboration to today's mobile workforce, all in one unified interface
WebRTC has had a real tough three or four years, and so have those working with it. Only a few short years ago, the development world were excited about WebRTC and proclaiming how awesome it was. You might have played with the technology a couple of years ago, only to find the extra infrastructure requirements were painful to implement and poorly documented. This probably left a bitter taste in your mouth, especially when things went wrong.
While many app developers are comfortable building apps for the smartphone, there is a whole new world out there. In his session at @ThingsExpo, Narayan Sainaney, Co-founder and CTO of Mojio, will discuss how the business case for connected car apps is growing and, with open platform companies having already done the heavy lifting, there really is no barrier to entry.
As more intelligent IoT applications shift into gear, they’re merging into the ever-increasing traffic flow of the Internet. It won’t be long before we experience bottlenecks, as IoT traffic peaks during rush hours. Organizations that are unprepared will find themselves by the side of the road unable to cross back into the fast lane. As billions of new devices begin to communicate and exchange data – will your infrastructure be scalable enough to handle this new interconnected world?
As more and more data is generated from a variety of connected devices, the need to get insights from this data and predict future behavior and trends is increasingly essential for businesses. Real-time stream processing is needed in a variety of different industries such as Manufacturing, Oil and Gas, Automobile, Finance, Online Retail, Smart Grids, and Healthcare. Azure Stream Analytics is a fully managed distributed stream computation service that provides low latency, scalable processing of streaming data in the cloud with an enterprise grade SLA. It features built-in integration with Azur...
Too often with compelling new technologies market participants become overly enamored with that attractiveness of the technology and neglect underlying business drivers. This tendency, what some call the “newest shiny object syndrome,” is understandable given that virtually all of us are heavily engaged in technology. But it is also mistaken. Without concrete business cases driving its deployment, IoT, like many other technologies before it, will fade into obscurity.
Akana has announced the availability of the new Akana Healthcare Solution. The API-driven solution helps healthcare organizations accelerate their transition to being secure, digitally interoperable businesses. It leverages the Health Level Seven International Fast Healthcare Interoperability Resources (HL7 FHIR) standard to enable broader business use of medical data. Akana developed the Healthcare Solution in response to healthcare businesses that want to increase electronic, multi-device access to health records while reducing operating costs and complying with government regulations.
For IoT to grow as quickly as analyst firms’ project, a lot is going to fall on developers to quickly bring applications to market. But the lack of a standard development platform threatens to slow growth and make application development more time consuming and costly, much like we’ve seen in the mobile space. In his session at @ThingsExpo, Mike Weiner, Product Manager of the Omega DevCloud with KORE Telematics Inc., discussed the evolving requirements for developers as IoT matures and conducted a live demonstration of how quickly application development can happen when the need to comply wit...
The Internet of Everything (IoE) brings together people, process, data and things to make networked connections more relevant and valuable than ever before – transforming information into knowledge and knowledge into wisdom. IoE creates new capabilities, richer experiences, and unprecedented opportunities to improve business and government operations, decision making and mission support capabilities.
Explosive growth in connected devices. Enormous amounts of data for collection and analysis. Critical use of data for split-second decision making and actionable information. All three are factors in making the Internet of Things a reality. Yet, any one factor would have an IT organization pondering its infrastructure strategy. How should your organization enhance its IT framework to enable an Internet of Things implementation? In his session at @ThingsExpo, James Kirkland, Red Hat's Chief Architect for the Internet of Things and Intelligent Systems, described how to revolutionize your archit...
MuleSoft has announced the findings of its 2015 Connectivity Benchmark Report on the adoption and business impact of APIs. The findings suggest traditional businesses are quickly evolving into "composable enterprises" built out of hundreds of connected software services, applications and devices. Most are embracing the Internet of Things (IoT) and microservices technologies like Docker. A majority are integrating wearables, like smart watches, and more than half plan to generate revenue with APIs within the next year.
Growth hacking is common for startups to make unheard-of progress in building their business. Career Hacks can help Geek Girls and those who support them (yes, that's you too, Dad!) to excel in this typically male-dominated world. Get ready to learn the facts: Is there a bias against women in the tech / developer communities? Why are women 50% of the workforce, but hold only 24% of the STEM or IT positions? Some beginnings of what to do about it! In her Opening Keynote at 16th Cloud Expo, Sandy Carter, IBM General Manager Cloud Ecosystem and Developers, and a Social Business Evangelist, d...