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Cricket Media 2014 First Quarter Results

Content Licensing Revenues Increase 54%; Operating Expenses Down 24%

WASHINGTON, DC -- (Marketwired) -- 05/22/14 -- Cricket Media (TSX VENTURE: CKT) ("Cricket Media" or the "Company") an education media company and global social learning network, today released its operating results for the first quarter ended March 31, 2014. Results were prepared by management in accordance with International Financial Reporting Standards ("IFRS"). All figures are in U.S. dollars unless otherwise stated.

On April 16, 2014 the Company announced its rebranding and commenced operating under the name Cricket Media. The new brand identity reflects the Company's core business of providing award-winning educational content in multiple languages (English, Spanish and Mandarin) on a world-wide child-safe social learning network. The Company will seek the approval of its shareholders to affect a legal corporate entity name change at the Company's annual and special meeting of shareholders scheduled to occur on June 24, 2014.

Conference call today at 10:00 a.m. Eastern Time

To participate in the call, please dial +1-719-325-2429 or 1-888-455-2263 approximately 10 minutes prior to the conference call, and enter passcode 5366017. A recording of the conference call will be available through June 15, 2014 by dialing +1-719-457-0820 or 1-888-203-1112 and entering the passcode 5366017.

Q1 Highlights

  • Total revenue of $4.6m
  • Cost containment initiatives take effect; Q1 operating expenses decreased $2.3m or 24% year-over-year
  • Content licensing revenue grows 54% year-over-year
  • Number of media subscriptions increased 10% year-over-year
  • Won eighteen (18) 2014 Parents' Choice Awards for its media products (English and Spanish) including fifteen (15) Gold medals.
  • Expanded reach and opportunity through several partnerships (Pearson, Fingerprint, Smithsonian, Kindoma)
  • Rolling out our China JV products, expanding footprint in China

"In the first quarter, the benefit of our recent focus on cost efficiencies was reflected in lower operating expenses. At the same time, we maintained our concentration on business lines with revenue traction including annual subscriptions, content licensing, e-commerce, and sponsorship advertising," said CEO Katya Andresen. "This is the equation that we believe will lead us to operating cash flow positive as we leverage our unique and valuable educational content assets, integrate them with our social platform and expand our reach internationally through multiple partnerships around the world."

During the first quarter the Company's children's media was honored with eighteen Parents' Choice Awards including fifteen Gold medals. All of the Company's brands, in both English and Spanish, were honored by the Parents' Choice committee.

Digital adoption increased as a result of offering digital subscribers the ability to access Cricket Media products via the platform of their choice -- IOS, Android, or the web. As the percentage of total revenue derived from higher margin digital subscriptions and licensing increases, the overall Cricket Media business model improves. During the quarter, the Company expanded its licensing and sponsorship reach through several partnerships and product launches:

Pearson
The Company announced a partnership with Pearson Online Learning Exchange (OLE) to license for use the Company's digital content to the OLE platform. The licensing arrangement for the OLE platform is an extension of Pearson's use of Cricket Media content in its products and services. Pearson's Online Learning Exchange saves teachers time by enabling searching of a comprehensive K-12 digital library of Common Core teaching resources and simple tools to create their own customized lessons.

Fingerprint
The Company announced an agreement with Fingerprint, a global mobile technology company, to develop a custom mobile learning network featuring Cricket Media digital content to enable family members and other parent-approved users to communicate and collaborate around engaging, educational experiences while providing parents with dashboards relating to a child's activities. As part of the partnership, Cricket Media also will offer its digital content to Fingerprint's growing partner networks around the globe. The Cricket Media Mobile Learning Network is expected to launch worldwide later this year for iOS and Android.

Smithsonian
The Company expanded its partnership with the Smithsonian during the quarter. The Smithsonian "Invent It" challenge was launched in January 2014 and allows K-12 participants to devise inventions that solve real world problems. This collaboration with the Smithsonian's Lemelson Center for the Study of Invention and Innovation is an example of the Company's strategy to increase user engagement with specific challenges and curricula. In addition, the Company launched for the Smithsonian Center for Folklife and Cultural Heritage a curricula and virtual, global exchange for K-12 students. Classrooms from China, US, India, Australia and Canada are participating in the digital cultural exchange.

Kindoma

The Company expanded mobile access to Cricket Media content through a partnership announced with Kindoma, a recognized creator of mobile apps that combine shared reading experiences with video chat for families. The Kindoma app is designed to connect families when they are apart through reading together using video chat while interacting with other app tools.

The total number of media subscriptions grew 10% over Q1 2013. Customers increasingly adopted digital products with 19% of new customers selecting a digital option in Q1 2014, nearly 6x the ratio in Q1 2013 (3.3%). Content licensing revenues grew by 54% in Q1 2014 compared to the first quarter of 2013 as a result of increased demand for Cricket Media content. Commerce sales for the period were down 32% year-over-year, largely due to timing of a large partner order scheduled for March but which arrived in April.

In China the Company implemented a new platform powered by Cricket Media application program interfaces (API's) to power its flagship school product (IECLS) via its joint venture with Neusoft, "NeuPals". This is the first implementation of the Company's new web services, which make it easier for partners to integrate Cricket Media's collaboration capabilities into their own products. IECLS is a paid subscription product for Chinese schools which provides access to cultural exchange curricula, collaborative learning environments and the ePals Global Community as well as safe and secure email services. In addition to the Hunnan district schools using the product, a new pilot of the IECLS product was initiated in the city of Dalian during the quarter. This pilot represents new territory for NeuPals products and services.

The Company also signed an agreement with NeuEdu, a unit of Neusoft Holdings, under which NeuEdu will perform technology development work for the Company. Having NeuEdu perform these services, primarily related to coding, is expected to result in cost reductions for the Company.

Subsequent to the close of the first quarter the Company announced an agreement with Dalian Neumedias Information Technology Co., Ltd ("Neumedias") to develop and distribute interactive digital media products based on Cricket Media's award winning children's magazines for children throughout China. Neumedias is a digital publishing company owned by Neusoft Holdings, one of the largest IT services company in China.

Under the agreement, four publication brands of dual English-Chinese language apps and content for toddlers and young children will be offered on smartphones, tablets and smart TVs through Neumedias' NeuStore digital media platform. The products are expected to be released this summer, with the potential to expand to additional Cricket Media brands. This partnership between Cricket Media and Neumedias builds on the relationship in China between Cricket Media and the Neusoft family of companies, which includes the NeuPals joint venture providing Chinese schools with an online platform for collaborative learning. The relationship between Cricket Media and Neumedias is separate from that joint venture.

Q1 Financial Review

Total revenue for the three months ended March 31, 2014 and three months ended March 31, 2013 was $4.6 million. Licensing revenue, which consists of content licensing and legacy enterprise licensing revenue, increased $140,000, or 48%, from $0.3 million to $0.4 million for the first quarter of 2014 compared to the prior year period driven by new content licensing deals with new and existing customers resulting from shifting resources away from the direct sales model the Company used in the prior year, partially offset by a decline in the legacy enterprise licensing revenue as a result of our shift in strategy. Subscription revenues, which were $3.7 million for the three months ended March 31, 2014 and March 31, 2013, increased $44,000, or 1%, during the first quarter of 2014 compared to the prior year period. While a 10% increase in subscriptions drove an increase in revenues, the increase was offset by a lower average subscription price. The lower average subscription price is the result of a strategy to more aggressively acquire new subscribers in an effort to increase exposure to the Company's full family of subscription products and other products. Commerce revenue decreased approximately $127,000, or 32%, from $0.4 million to $0.3 million during the first quarter of 2014 compared to the prior year period primarily due to a timing difference associated with a renewal from an institutional customer, which was subsequently received in April 2014. Sponsorship and advertising revenue decreased $56,000, or 24%, during the first quarter of 2014 compared to the prior 2013 period due to a decrease in advertising revenues driven by a drop in average cost per thousand impressions (CPM). The Company is working with its partners to expand the number of impressions with existing customers to increase advertising revenue.

Operating expenses for the first quarter of 2014 were $7.5 million, a decrease of approximately $2.3 million, or 24%, compared to $9.9 million during the prior year period primarily due to the Company's expense reduction initiatives which included focusing on near term revenue opportunities, streamlining senior management, and identifying outsourcing opportunities. This decrease was reflected in lower marketing and promotion expenses, stock-based compensation, operations and support costs, costs of sales, and technology, research and development expenses. Marketing and promotion expenses decreased approximately $0.8 million, or 48%, to $0.9 million from $1.6 million during the first quarter of 2014 compared to the prior year period due to a reduction in headcount, including employees and consultants, and a decrease in event related expenses resulting from the elimination of trade shows which previously supported the enterprise licensing initiatives. Stock-based compensation decreased $0.5 million, or 76%, to $0.2 million from $0.6 million during the three months ended March 31, 2014 compared to the prior year period due primarily to a reduction in number and fair value of awards granted to the Company's employees. Operations and support costs decreased $0.4 million, or 29%, to $0.9 million during the first quarter of 2014 compared to the prior year period as a result of reduced expenses relating to consultants and other contractors. Cost of sales decreased $0.3 million, or 12%, to $2.5 million compared to the prior year period due primarily to the elimination of the direct sales force associated with the Company's legacy standalone enterprise platform products, savings on print publication materials resulting from a renegotiated contract, lower commerce revenues in the quarter, and a reduction in sales commissions to third party agencies. Technology, research and development costs decreased $0.3 million, or 23%, to $1.1 million for the first quarter of 2014 primarily due to a reduction in headcount for both employees and consultants. While operating costs are down $2.3 million compared to the prior period, we expect our marketing and technology related costs to increase in future quarters to support the expansion of the Company's media business and new product launch initiatives.

At March 31, 2014 Cricket Media had approximately $600,000 in cash and cash equivalents. In the first quarter of 2014, the Company closed the first tranche of a non-brokered private placement and issued approximately 7.4 million units of the Company ("Units") at a price of CAD$0.075 per Unit for gross proceeds of approximately $500,000. Each Unit consisted of one restricted voting common share of the Company and one-third of one common share purchase warrant (each whole warrant a "Warrant"). Each Warrant entitles the holder to purchase one additional restricted voting common share of the Company at a price of CAD$0.075 until August 31, 2014. Subsequent to quarter-end, the Company raised an additional $3.0 million through a combination of private placements and borrowings under its revolving credit facility. The Company intends to use the net proceeds for general corporate purposes and working capital.

Net loss for the first quarter of 2014 was $3.1 million, or $(0.01) per share, compared to a net loss of $3.4 million, or $(0.02) per share for the prior year period. This decrease in net loss was primarily due to the factors discussed above and an increase in foreign currency exchange gains offset by lower gains associated with the change in fair value of derivatives and increased interest expense related to additional debentures issued during the second and third quarters of 2013.

As of May 15, 2014, Cricket Media had a total of 369,149,001 common shares outstanding, of which 120,967,142 are voting common shares and 248,181,859 are restricted voting common shares.

Important factors, including those discussed in Cricket Media's regulatory filings (available under ePals Corporation's SEDAR profile at www.sedar.com), could cause actual results to differ from Cricket Media's expectations and those differences may be material. Cricket Media's financial statements for the three months ended March 31, 2014, together with the related management's discussion & analysis, will be filed under ePals Corporation's SEDAR profile at www.sedar.com on May 22, 2014.

About Cricket Media

ePals Corporation, doing business as Cricket Media (TSX VENTURE: CKT), is an education media company that provides award-winning content on a safe and secure learning network for children, families and teachers across the world. Cricket Media's 14 popular media brands for toddlers to teens include Babybug, Ladybug, Cricket® and Cobblestone® with multiple language editions and apps in English, Spanish and Chinese. The Company's innovative web-based K12 tools for school and home include the ePals community and virtual classroom for global collaboration as well as In2Books®, a Common Core eMentoring program that builds reading, writing and critical thinking skills. Cricket Media serves approximately one million classrooms and millions of teachers, students and parents in over 200 countries and territories through its platform and NeuPals, its joint venture with China's leading IT services company Neusoft. Cricket Media also licenses its content and platform to top publishing and educational companies worldwide. For more information, please visit www.Cricketmag.com, www.ePals.com and www.In2Books.com.

Cautionary Statement Regarding Forward-Looking Information
Certain statements contained in this press release constitute forward-looking information within the meaning of applicable securities laws, including statements with respect to customers, ventures; partnerships; contributions and/or prospects of one or more of the Company's business lines; the Company's strategy, prospects and success in pursuing domestic or international markets; and the Company's anticipated plans to increase its subscriptions, revenue, sales and ARPU. These statements relate to future events or future performance. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results "may", "could", "would", "might" or "will" (or other variations of the forgoing) be taken, occur, be achieved, or come to pass. Forward-looking information is necessarily based upon a number of assumptions and factors that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Those assumptions and factors are based on information currently available to the Company. Such material factors and assumptions include, but are not limited to: the Company's ability to execute on its business plan; the acceptance of the Company's products and services by customers globally; that the Company's affiliated entities will be able to secure distribution partners for sale of the Company's products and services; the Company's subjective assessment of the likelihood of success of a sales lead or opportunity; that sales will be completed at or above estimated margins; that the demand for secure email communication as well as education media related products domestically, in Europe and in China will continue to grow; that the demand for the Company's products and services globally will develop and grow; the receipt of all requisite regulatory approvals throughout venture territories for the sale of the Company's products and services; the availability of additional financing, if and when required and market conditions generally. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. The forward-looking information contained in this press release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release



                             ePals Corporation
                            D/B/A Cricket Media
      Condensed Consolidated Interim Statements of Financial Position
                    March 31, 2014 and December 31, 2013

                                               (Unaudited)
                                                March 31,     December 31,
                                                  2014            2013
                                             --------------  --------------
                   Assets
Current assets
  Cash & cash equivalents                    $      585,984  $    3,641,985
  Accounts receivable, net of allowance for
   doubtful accounts                                942,582       1,265,834
  Inventory                                         639,543         538,163
  Other current assets                            1,071,687       1,139,455
                                             --------------  --------------
    Total current assets                          3,239,796       6,585,437

Property and equipment, net                         380,083         449,208
Investment in NeuPals                               722,684         811,929
Goodwill                                         14,475,807      14,419,953
Other intangible assets, net                      7,867,820       7,876,341
Restricted cash                                      75,966          75,966
Other assets                                         63,503          63,503
                                             --------------  --------------

    Total assets                             $   26,825,659  $   30,282,337
                                             ==============  ==============
    Liabilities and Stockholders' Equity
                  (Deficit)
Current liabilities
  Accounts payable and accrued expenses      $    5,466,512  $    6,167,356
  Accrued interest                                1,098,182         762,210
  Acquisition consideration liabilities,
   current                                          434,178         584,178
  Deferred revenue, current                       4,969,404       6,422,165
  Bank line-of-credit                             1,500,000       1,500,000
  Notes payable to related parties                1,150,000       1,500,000
  Finance lease obligations, current                 63,736          65,716
  Other current liabilities                         164,125          90,795
                                             --------------  --------------
    Total current liabilities                    14,846,137      17,092,420

Secured convertible debentures                   18,333,810      18,399,596
Deferred revenue, less current portion              605,136         851,854
Finance lease obligations, less current
 portion                                            101,378         117,507
Other liabilities                                    11,440          11,440
                                             --------------  --------------

    Total liabilities                            33,897,901      36,472,817
                                             --------------  --------------

Commitments and contingencies

Stockholders' equity (deficit)
  Share capital                                 106,434,655     104,912,731
  Additional paid-in capital                      8,031,766       7,352,232
  Accumulated deficit                          (119,923,534)   (116,809,681)
  Unvested voting common stock                            -          (1,876)
  Accumulated other comprehensive loss             (123,081)       (151,838)
  Less: Treasury stock (719,998 shares)          (1,492,048)     (1,492,048)
                                             --------------  --------------

    Total stockholders' equity (deficit)         (7,072,242)     (6,190,480)
                                             --------------  --------------

    Total liabilities and stockholders'
     equity (deficit)                        $   26,825,659  $   30,282,337
                                             ==============  ==============




                             ePals Corporation
                            D/B/A Cricket Media
      Condensed Consolidated Interim Statements of Comprehensive Loss
           Three Months Ended March 31, 2014 and 2013 (Unaudited)

                                              Three Months Ended March 31,
                                                  2014            2013
                                             --------------  --------------

Revenue                                      $    4,618,680  $    4,617,058

Operating expenses:
  Cost of sales                              $    2,514,499  $    2,857,976
  Technology, research & development costs        1,130,450       1,468,712
  Operations and support expenses                   866,976       1,217,858
  General and administrative expenses             1,580,483       1,663,359
  Marketing and promotion expenses                  853,477       1,641,326
  Stock-based compensation                          152,681         639,366
  Depreciation & amortization                       318,785         315,895
  Loss on investment in NeuPals                      89,245          28,269
  Financing transaction costs                         4,251          18,235
                                             --------------  --------------
Total operating expenses                          7,510,847       9,850,996

                                             --------------  --------------
Loss from operations                             (2,892,167)     (5,233,938)

Other income (expense):
  Gain from change in fair value of
   derivatives                                       59,000       2,279,000
  Interest expense, net                          (1,027,692)       (554,564)
  Other income                                        7,507               -
  Net foreign currency exchange gains               739,499         135,220
                                             --------------  --------------

Net loss                                         (3,113,853)     (3,374,282)

Other comprehensive income (loss):
  Items that may be subsequently reclassfied
   into net income/loss
    Foreign currency translation                     28,757          34,766
                                             --------------  --------------

Total comprehensive loss                     $   (3,085,096) $   (3,339,516)
                                             ==============  ==============


Net loss per common share:
Basic and diluted                            $        (0.01) $        (0.02)
                                             ==============  ==============

Weighted average number of common shares:
Basic and diluted                               308,039,117     161,065,817
                                             ==============  ==============




                             ePals Corporation
                            D/B/A Cricket Media
                   Consolidated Statements of Cash Flows
           Three Months Ended March 31, 2014 and 2013 (Unaudited)

                                                   Three Months Ended
                                                        March 31,
                                                  2014            2013
                                             --------------  --------------
Cash flows from operating activities:
  Net loss                                   $   (3,113,853) $   (3,374,282)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
    Gain from change in fair value of
     derivatives                                    (59,000)     (2,279,000)
    Depreciation and amortization                   318,785         315,895
    Stock-based compensation                        152,681         639,366
    Bad debt expense (recovery)                     (30,764)         60,956
    Loss on investment in NeuPals                    89,245          28,269
    Amortization of financing costs from
     debentures                                     603,317         362,744
    Net foreign currency exchange (gains)
     losses                                        (739,499)       (135,220)
    Restricted share vesting                          1,876           1,876
    Changes in operating assets and
     liabilities:
      Accounts receivable                           354,016         544,140
      Inventory                                    (101,380)        (16,825)
      Other current assets                           67,768         (26,490)
      Accounts payable and accrued expenses        (364,873)        409,204
      Deferred revenue                           (1,699,479)     (1,457,912)
      Other                                         (20,505)         38,584
                                             --------------  --------------
        Total adjustments                        (1,427,812)     (1,514,413)
                                             --------------  --------------

        Net cash used in operating
         activities                             (4, 541,665)     (4,888,695)
                                             --------------  --------------

Cash flows from investing activities:
  Cash paid for acquisitions                        (48,226)       (239,848)
  Increase in intangible and other assets           (51,642)       (247,246)
                                             --------------  --------------

        Net cash used in investing
         activities                                 (99,868)       (487,094)
                                             --------------  --------------

Cash flows from financing activities:
  Proceeds from secured convertible
   debentures, net of expenses                            -       2,763,480
  Proceeds from notes payable to related
   parties, net of cash repayments                1,150,000         800,000
  Proceeds from private placement, net of
   expenses                                         457,089               -
  Payments on finance lease obligations             (19,258)        (20,779)
  Proceeds from finance lease financing                   -         163,742
                                             --------------  --------------

        Net cash provided by financing
         activities                               1,587,831       3,706,443
                                             --------------  --------------

Decrease in cash & cash equivalents              (3,053,702)     (1,669,346)

Effect of exchange rates on cash                     (2,299)        (13,998)

Cash & cash equivalents at the beginning of
 the period                                       3,641,985       3,948,499
                                             --------------  --------------
Cash & cash equivalents at the end of the
 period                                      $      585,984  $    2,265,155
                                             ==============  ==============

Non-cash financing activities:
Issuance of common shares in connection with
 acquisition consideration liabilities       $      150,000  $            -
Issuance of common shares related to credit
 facility from insider                       $    1,500,000  $            -

Supplemental disclosures of cash flow
 information:
Cash paid for interest                       $       17,501  $       12,961
Cash paid for income taxes                                -          20,222


Refer to the notes of Condensed Consolidated Interim Financial Report for the three months ended March 31, 2014 filed at www.sedar.com on May 22, 2014 as these notes are an integral part of these financial statements.

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