Imperus Technologies Corp.

Imperus Technologies Corp.

April 06, 2015 06:00 ET

Imperus Announces Automatic Exercise of Subscription Receipts Appointment of Lead Director and Corporate Update

TORONTO, ONTARIO--(Marketwired - April 6, 2015) -


Imperus Technologies Corp. ("Imperus" or the "Company") (TSX VENTURE:LAB)(FRANKFURT:ISX)(FRANKFURT WKN:A12B58) announces the automatic exercise of the previously issued 70,644,500 subscription receipts (the "Subscription Receipts") into 70,644,500 Imperus common shares and 35,322,249 Imperus common share purchase warrants (the "Warrants") effective April 2, 2015. The Subscription Receipts were issued on January 28, 2015 in a private placement financing at a price of $0.35 per Subscription Receipt for aggregate gross proceeds of $24,725,575 (the "Offering"), led by Dundee Securities Ltd. and including Euro Pacific Canada Inc. (the "Agents").

The common shares and Warrants issued upon the automatic exercise of the Subscription Receipts were qualified for distribution under a final short form prospectus of the Company dated March 27, 2015. Following the automatic exercise, the Company had 160,474,381 common shares issued and outstanding.

Each Warrant entitles the holder thereof to purchase one common share (a "Warrant Share") at a price of $0.55 per Warrant Share until January 28, 2018, provided that, if the Company's share price for 10 consecutive trading days on the TSX Venture Exchange, the Toronto Stock Exchange (or such other stock exchange upon which the common shares are listed) equals or exceeds $0.75 per common share, the Company may give notice to the holders of the Warrants that the Warrants will expire 30 days from the date of receipt of the notice (the "Acceleration Clause").

The Company also announces the automatic conversion on April 2, 2015 of 4,238,670 compensation warrants previously issued to the Agents in the Offering into 4,238,670 compensation options (the "Compensation Options"). Each Compensation Option entitles the holder to acquire one unit of the Company at a price of $0.35 until January 28, 2018, with each unit comprised of one common share (a "Broker Unit Share") and one-half of one share purchase warrant (each whole warrant, a "Broker Warrant"). Each whole Broker Warrant will entitle the holder to acquire one common share at a price of $0.55 until January 28, 2018 subject to the Acceleration Clause. If the Broker Warrants expire due to the Acceleration Clause, any unexercised Compensation Options will entitle the holder to acquire one Broker Unit Share and no Broker Warrant.

Appointment of Lead Director

Imperus is pleased to announce the appointment of Bernard R. Wilson, FCPA, ICD.D, LL.D (h), an independent director of Imperus, as Lead Director of the Company's board of directors.

Mr. Wilson is a senior financial professional with a wide array of working relationships with business executives in Canada, the United States and internationally. Mr. Wilson is an advisor in corporate finance and investment banking and has extensive experience in major financial restructurings as an advisor on international trade and commerce issues. Mr. Wilson was previously the Chairman of the Canadian Chamber of Commerce, the International Chamber of Commerce (Canada) and the Institute of Corporate Directors. In 2009 Mr. Wilson was awarded the first ever Institute of Corporate Directors (ICD) Governance Award by his peers in the Director community. This honour recognizes individuals who have demonstrated superior effort and commitment to advancing Corporate Governance in Canada consistent with the goals of the ICD. Mr. Wilson was a partner and the Vice Chairman of PricewaterhouseCoopers until 2005, and has been a corporate director on a number of public and private Canadian and international businesses. He is also an investor in emerging companies around the globe and Chairman of Vanderbilt & Alexander, a company specializing in international intellectual property rights.

Commenting on this appointment, Mr. Daniel Kajouie, President and CEO of Imperus, noted, "We are grateful that Bernie has accepted this appointment as Lead Director of Imperus. He possesses a wealth of board experience, with particular emphasis on corporate governance, and is well suited to take on this role with Imperus. We believe that this appointment demonstrates the Company's ongoing commitment to maintaining the highest standards of financial accountability and corporate governance."

Gaming License

Imperus is also pleased to announce that it was awarded a Gambling Software license from the United Kingdom Gambling Commission effective March 31, 2015. The license entitles Imperus to manufacture, supply, install, and adapt gambling software for electronic devices or websites by remote means for licensed operators that are operating within the United Kingdom.

Management Changes

In addition, the Company announces the departure of the President of Vast Studios Inc., Hamed Abbasi.

About Imperus

Imperus Technologies Corp., the parent company of Diwip, is a developer of social and mobile gaming for PC, Mac, iOS and Android platforms. Diwip designs, develops and distributes its top ranked social casino-themed games within online social networks (such as Facebook) and mobile platforms (such as Android or iPhone). All of Diwip's games are free to play and generate revenue primarily through the in-game sale of virtual coins.


Caution Regarding Forward-Looking Information:

Certain statements in this press release may constitute "forward looking statements" which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. When used in this press release, such statements may use such words as "may", "will", "expect", "believe", "plan" and other similar terminology. These statements include, but are not limited to, the expectation that CASINA® will be one of the first true social networks built and regulated for the online gaming market, that CASINA® is on track to host one of the most substantial and innovative portfolio of games available for social online gaming, that the regulated, real-money online gaming market is anticipated to grow and that Imperus looks to leverage the anticipated growth in regulated, real-money, social, mobile and online gaming through the application of the social graph and the gamblification of social games. These statements reflect management's current expectations regarding future events and operating performance and speak only as of the date of this press release. The forward looking statements involve a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, delays with the launch of CASINA® and the acceptance of the product in the target market, competition in the industry and markets in which the Company operates, the Company's stage of development, long term capital requirements and future ability to fund operations, regulatory requirements, general economic, market or business conditions and future developments in the sectors of the economy in which the business of Imperus operates. The foregoing list of factors is not exhaustive. Please see the Company's short form prospectus dated March 27, 2015, the Company's Annual Information Form dated December 6, 2014 and other documents available on, for a more detailed description of the risk factors. The Company undertakes no obligation to update publicly or revise any forward looking statements, whether a result of new information, future results or otherwise, except as required by law.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States, in any province or territory of Canada or in any other jurisdiction. The securities to be offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. There shall be no sale of the securities in any jurisdiction in which an offer to sell, a solicitation of an offer to buy or a sale would be unlawful.

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