2014

J.L. Albright IV Venture Funds acquire securities of Espial Group Inc.

OTTAWA, Nov. 19, 2013 /CNW/ - J.L. Albright Venture Partners ("JLA Ventures") announces that three of its managed funds, J.L. Albright IV Venture Fund L.P., J.L. Albright IV Parallel Venture Fund L.P. and J.L. Albright IV Parallel II Venture Fund L.P. (collectively, the "Funds") purchased an aggregate of 428,571 units (the "Units") on a private placement basis (the "Offering") from Espial Group Inc. ("Espial" or the "Company") pursuant to the terms of subscription agreements (the "Subscription Agreements").  Each Unit was purchased at a price of $0.70 per Unit and consists of one common share of the Company (a "Common Share") and one half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant").  Each Warrant entitles the holder thereof to acquire one Common Share at a price of $0.72 per share for a period of twelve months from the date of issuance.  In connection with the Offering, the Funds purchased an aggregate of 428,571 Units, which are comprised of 428,571 Common Shares and 214,285 Warrants.  Upon exercise of the Warrants in full, the Funds would acquire 214,285 Common Shares.

Prior to the Offering, the Funds held 2,800,000 Common shares and 823,529 Common Share purchase warrants (the "2010 Warrants"), which, to the knowledge of the Funds, represented 25.4% of the issued and outstanding Common Shares (assuming full exercise of the 2010 Warrants).  The Common Shares and Warrants acquired by the Funds in connection with the Offering represent, to the knowledge of the Funds, approximately 3.2% of the current issued and outstanding Common Shares (assuming full exercise by the Funds of the Warrants).  As of the date hereof, the Funds hold, to their knowledge, 4,266,385 Common Shares (assuming full exercise by the Funds of the Warrants and 2010 Warrants), which, to the knowledge of the Funds, would represent 20.5% of the issued and outstanding Common Shares (assuming full exercise by the Funds of the Warrants and 2010 Warrants).

The foregoing acquisitions were made for investment purposes. JLA Ventures may, directly or indirectly, depending on market and other conditions, acquire beneficial ownership of, control or direction over, additional Common Shares, through market transactions, private agreements or otherwise. JLA Ventures may, depending on market and other conditions, sell any or all of the Common Shares held by the Funds.

A copy of the early warning report relating to this transaction is available under Espial's SEDAR profile at www.sedar.com and can be obtained from the contact below.

SOURCE ESPIAL GROUP



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