SOURCE: Imperus Technologies Corporation

Imperus Technologies Corporation

January 09, 2015 08:00 ET

Imperus Announces Pricing Terms of Its C$20-30 Million Private Placement Offering of Subscription Receipts and an Extension of the Closing Date of the Diwip Acquisition

TORONTO, ON--(Marketwired - January 09, 2015) -


Imperus Technologies Corp. ("Imperus" or the "Corporation") (TSX VENTURE: LAB) (FRANKFURT: ISX) is pleased to announce the pricing terms of its C$20 million (to a maximum of C$30 million) best efforts private placement offering (the "Offering") of subscription receipts (the "Subscription Receipts") by a syndicate of agents (the "Agents") led by Dundee Securities Ltd. ("Dundee"), which was previously announced by Imperus in a press release dated December 3, 2014. 

Imperus will offer to sell, on a private placement basis, Subscription Receipts at a price of C$0.35 per Subscription Receipt, for a minimum of 57,142,858 and maximum of 85,714,285 Subscription Receipts. Each Subscription Receipt will entitle the holder thereof to receive one common share of the Corporation (a "Common Share") and one-half of one common share purchase warrant (a "Warrant"), without payment of additional consideration or further action, upon the date (the "Qualification Date") which is the earlier of: (i) four months and a day after the closing of the Offering; and (ii) the third business day following the issuance of a receipt (the "Final Receipt") for a final prospectus qualifying the Common Shares and Warrants underlying the Subscription Receipts (the "Prospectus"). Each Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of C$0.55 per Common Share for a period of 36 months following the closing of the Offering. If at any time after the Qualification Date, the closing price of the Common Shares is C$0.75 per Common Share or higher for a period of 10 consecutive trading days, the Corporation will have the right to accelerate the expiry date of the Warrants to the date that is 30 days after the Corporation provides notice to the holders of the Warrants of the acceleration of the expiry date.

The Corporation has granted the Agents an over-allotment option (the "Over-Allotment Option") to offer for sale up to an additional 15% of Subscription Receipts (up to 12,857,142 additional Subscription Receipts) on the same terms and conditions as the Offering. The Over-Allotment Option is exercisable in whole or in part 48 hours prior to the closing of the Offering.

The net proceeds from the Offering will be used by the Corporation to fund a portion of the purchase price of the previously announced acquisition (the "Acquisition") of Diwip Ltd. ("Diwip") and for working capital purposes. For further details on the Acquisition, see the Corporation's press release dated October 14, 2014.

The Corporation has agreed to use its commercial best efforts to file a Prospectus and obtain a Final Receipt within 60 days from the closing of the Offering, otherwise, each Subscription Receipt will thereafter be exercisable on the Qualification Date into 1.05 Common Shares (in lieu of one Common Share) and 0.525 of a Warrant (in lieu of 0.5 of a Warrant).

The Subscription Receipts will be issued pursuant to a subscription receipt agreement (the "Subscription Receipt Agreement") to be entered into among the Corporation, Dundee and the subscription receipt agent. Pursuant to the Subscription Receipt Agreement, the gross proceeds from the Offering (less 1/3 of the Agents' cash commission and all of the Agents' expenses) (the "Escrowed Funds") will be held in escrow pending satisfaction of the escrow release conditions, including (i) the satisfaction of all conditions precedent to the completion of the Acquisition; (ii) the receipt of all necessary regulatory approvals with respect to the Offering not including the issuance of the Final Receipt; and (iii) the completion of the debt facility financing (the "Debt Facility") that was previously announced by Imperus in the press release dated December 3, 2014 (the "Escrow Release Conditions"). Upon satisfaction of the Escrow Release Conditions, the Escrowed Funds, together with any interest earned thereon (less 2/3 of the Agents' cash commission, together with any interest earned thereon), will be released to the Corporation. The Subscription Receipts will not convert into Common Shares and Warrants until the Qualification Date, as described above.

If the Escrow Release Conditions have not been satisfied by 5:00 p.m.. (EST), on January 30, 2015, the Subscription Receipts will be deemed to be cancelled and holders of Subscription Receipts will receive a cash amount equal to the offering price of the Subscription Receipts and any interest that has been earned on the Escrowed Funds less any applicable withholding taxes.

The Agents will receive a cash commission equal to 6.0% of the gross proceeds and compensation warrants in an amount equal to 6.0% of the number of Subscription Receipts sold under the Offering (the "Compensation Warrants"). The Compensation Warrants will be converted into Compensation Options on the Qualification Date, with each Compensation Option exercisable at C$0.35 into one Common Share and 0.5 of a Warrant for 36 months after the closing of the Offering, subject to the same acceleration provision as the Warrants. If the Corporation does not file a Prospectus and obtain a Final Receipt within 60 days of the closing of the Offering, each Compensation Option will be exercisable into 1.05 Common Shares (in lieu of one Common Share) and 0.525 of a Warrant (in lieu of 0.5 of a Warrant).

The Offering is subject to certain conditions including receipt of all regulatory approvals, including approval of the TSX Venture Exchange (the "TSXV"). The Offering is expected to close on or about January 27, 2015.


Imperus also announces that it has extended the closing date of the Acquisition in accordance with the previously announced share purchase agreement dated October 14, 2014, as amended, with Diwip and its shareholders pursuant to which Imperus will acquire all of the issued and outstanding shares of Diwip.

Imperus and Diwip have mutually agreed to revise the closing date to January 30, 2015. In consideration for extending the closing date, Imperus has granted the shareholders of Diwip, among other things, an irrevocable undertaking to pay a break fee equal to US$1,500,000 in the event that the Acquisition does not close on or before 11:59 p.m. EST on January 30, 2015. The break fee will be payable in cash, or, if it has not been paid in cash by the end of the first business day following January 30, 2015, either Diwip shareholder may at his option request that his portion of the break fee be paid in Common Shares, subject to TSXV approval, at a price equal to the volume weighted average price of the Common Shares on the TSXV for a period of 30 consecutive trading days ending on the third trading day prior to January 30, 2015.

About Imperus

Imperus Technologies Corp. specializes in the convergence of social networking, mobile gaming, and real money gaming and is the developer of CASINA, an award winning social gaming software platform. The Corporation's wholly owned subsidiary, Vast Studios, specializes in the development and delivery of hidden object games, having delivered 18 titles to date, of which 8 are classified "collector's editions".

CASINA, the Corporation's flagship product developed for, social, mobile, and monetized gaming, is considered to be the first true social network built for the online gaming market providing audiences with a product differentiator from a social interaction perspective, and is on track to host one of the most substantial and innovative portfolio of games. CASINA is scalable, modular, with the capability to expand integrations without limitation, while supporting third-party game integrations, cashier support, customer support, social networking, and backend operator support. For clients operating within fully regulated markets, CASINA offers a turnkey solution, including a full commerce application and back office suite.

With experienced social gaming leadership and development teams, 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.



This press release contains certain statements or disclosures relating to Imperus, the Acquisition, the extension of the closing date of the Acquisition and the Offering that are based on the expectations of Imperus as well as assumptions made by and information currently available to Imperus which may constitute forward-looking information under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that Imperus anticipates or expects may, or will occur in the future (in whole or in part) should be considered forward-looking information. In some cases, forward-looking information can be identified by terms such as "forecast", "future", "may", "will", "expect", "anticipate", "believe", "potential", "enable", "plan", "continue", "contemplate", "pro-forma", or other comparable terminology. In particular, this press release makes reference to the timing and completion of the Offering and the issuance of the Subscription Receipts, the pricing and terms of the Subscription Receipts and underlying securities; and the issuance of Common Shares and Warrants issued on the conversion of the Subscription Receipts, the use of proceeds of the Offering, the timing and completion of the Debt Facility; the use of proceeds of the Debt Facility; the expected completion of the Acquisition, including the ability of the Corporation to satisfy all necessary conditions to the closing of the Acquisition and the filing of a short form prospectus to qualify the Common Shares and Warrants issued on the conversion of the Subscription Receipts and the expectations on the debt financing. Readers are cautioned that there is no assurance that the transactions referenced herein will proceed. Certain conditions must be met before the Acquisition and the Offering can be completed. Such conditions include the receipt of all necessary regulatory approvals, including the approval of the TSXV, and completion by Imperus of the Offering and the debt financing. There is no assurance that the required approvals will be received and there is therefore no assurance that the Acquisition or the Offering will be completed in the time frame anticipated or at all. Many factors could cause the performance or achievement by Imperus to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. These factors include the failure to obtain the required approvals, including approval of the TSXV and changes to economic conditions that prevent Imperus from completing the Offering. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The Corporation is not under any duty to update any of the forward-looking statements after the date of this press release or to conform such statements to actual results or to changes in the Corporation's expectations and the Corporation disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

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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