Imperus Technologies Corp.
TSX VENTURE : LAB
FRANKFURT : ISX

Imperus Technologies Corp.

March 26, 2015 21:00 ET

Imperus Announces Restatement of MD&A and Update

TORONTO, ONTARIO--(Marketwired - March 26, 2015) - Imperus Technologies Corp. ("Imperus" or the "Company") (TSX VENTURE:LAB)(FRANKFURT:ISX)(FRANKFURT WKN: A12B58) announces that in connection with the closing of its previously announced private placement financing of 70,644,500 subscription receipts of the Company at a price of $0.35 per subscription receipt (the "Offering"), it will file a final prospectus to qualify the distribution of the common shares and warrants issuable on the automatic exercise of the subscription receipts (the "Prospectus"). The Prospectus will incorporate by reference the unaudited financial statements and management's discussion and analysis of the Company for the interim period ended September 30, 2014 with comparative figures to the same period ended September 30, 2013. The figures in the management's discussion and analysis for the interim period ended September 30, 2014 have been restated to reflect certain changes. For details of the impact to the results of the Company, please refer to the detailed disclosure included in the amended and restated management's discussion and analysis for the interim period ended September 30, 2014, which is available on SEDAR at www.sedar.com.

The substance of the changes is as follows:

  • The Company enhanced the description of the changes made to the restated unaudited interim financial statements dated September 30, 2014;
  • The Company included disclosure of the Casina platform in accordance with item 1.4(d) of Form 51-102F1;
  • The Company included a discussion of "software and royalties" and a discussion of the year to date interest income;
  • The Company included a discussion on the impact of the acquisitions of Vast Studios Inc. and Diwip Ltd. on liquidity and capital resources;
  • The Company added updated information regarding the Offering and Diwip acquisition in discussing subsequent events; and
  • The Company included a discussion on the results on the nine months ended September 30, 2014.

First Supplement to Subscription Receipt Agreement

On closing of the Offering, the Company, the Offering agents and the subscription receipt agent entered into a subscription receipt agreement to provide for, among other things, the issuance of subscription receipts. The Company, the agents and the subscription receipt agent entered into a first supplement to the subscription receipt agreement today to provide for a contractual right of rescission to the subscription receipt holders in case the Prospectus contains a misrepresentation, as such term is defined in the Securities Act (Ontario). A copy of the first supplement to the subscription receipt agreement is available on SEDAR at www.sedar.com.

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.

NEITHER THE 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.

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, management's intention to file the Prospectus and the intention to incorporate by reference the amended and restated management's discussion and analysis for the interim period ended September 30, 2014 in the Prospectus, 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 filing of the Prospectus and 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 Annual Information Form dated December 6, 2014 and other documents available on www.sedar.com, 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.

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