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Cassels Brock Acts For the Agent In Financing In Connection With Qualifying Transaction Between New University Holdings Corp. and ePals, Inc.

Published: 06/18/2011

By Gregory Hogan, Chad Matheson, Ravi Shukla, Nicole Washington

In connection with proposed merger (the “Qualifying Transaction”)  of New University Holdings Corp. (“NUH”) and ePals, Inc. (“ePals”), which transaction is intended to constitute a “qualifying transaction” within the meaning of the policies of the TSX Venture Exchange (the “TSX-V”), ePals Finance Corp. (“ePals Finco”) issued 35,937,500 subscription receipts (each, a “Subscription Receipt”) on a private placement basis (the “Private Placement”) at a price of $0.64 per Subscription Receipt for gross proceeds of $23,000,000.  The Private Placement was completed pursuant to the terms of an agency agreement between ePals, ePals Finco, Cormark Securities Inc. and NUH. ePals Finco is a special purpose entity created to facilitate the Private Placement and the Qualifying Transaction.

ePals is a Delaware corporation that is engaged in providing K-12 schools, teachers, students and paretns a secure global online communications and collaboration platform for building educational communities, providing quality digital content and facilitating 21st century learning.

Cassels Brock acted for the leag agent in the transaction with a team consisting of Greg Hogan (Securities), Nicole Washington (Securities), Ravi Shukla (Information Technology), Chad Matheson (Business) and Daniel Im.