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Published on 9/27/2012 in the Prospect News PIPE Daily.

ePals plans C$12 million private placement of convertible debentures

Canaccord is lead agent; offering finances general corporate purposes

By Devika Patel

Knoxville, Tenn., Sept. 27 - ePals Corp. said it has negotiated a C$12 million private placement of senior secured convertible debentures with a C$3 million greenshoe.

The convertible debentures initially mature on Oct. 31, 2014, which may be extended to Oct. 31, 2016. The securities accrue interest at 6.5% per year. The debenture may be converted into common shares at C$0.60 per share, a 39.54% premium to the Sept. 26 closing share price of C$0.43.

After Oct. 31, 2014, the company may force conversion. It may redeem the debentures after Oct. 31, 2015.

The deal will be conducted on a bought-deal basis by a syndicate of underwriters led by Canaccord Genuity Corp. and including Cormark Securities Inc.

Settlement is expected Oct. 16.

Proceeds will be used for general corporate purposes and working capital.

The education media company is based in Washington, D.C.

Issuer:ePals Corp.
Issue:Senior secured convertible debentures
Amount:C$12 million
Greenshoe:C$3 million
Maturity:Oct. 31, 2014 (initial, extendable to Oct. 31, 2016)
Coupon:6.5%
Conversion price:C$0.60
Conversion premium:39.54%
Call option:After Oct. 31, 2014
Warrants:No
Agent:Canaccord Genuity Corp. (lead), Cormark Securities Inc.
Pricing date:Sept. 27
Settlement date:Oct. 16
Stock symbol:TSX Venture: SLN
Stock price:C$0.43 at close Sept. 26
Market capitalization:C$36.87 million

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