Imperus Technologies Corp.
TSX VENTURE : LAB
FRANKFURT : ISX

Imperus Technologies Corp.

March 31, 2015 08:55 ET

Imperus Clears Final Short Form Prospectus Qualifying Distribution of Common Shares and Warrants Underlying Subscription Receipts

TORONTO, ONTARIO--(Marketwired - March 31, 2015) -

NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW.

Imperus Technologies Corp. ("Imperus" or the "Company") (TSX VENTURE:LAB) (FRANKFURT:ISX) (FRANKFURT WKN:A12B58) is pleased to announce that it has obtained a receipt (the "Final Receipt") today from the applicable Canadian securities regulatory authorities for the Company's final short form prospectus dated March 27, 2015 (the "Prospectus") qualifying the distribution of 70,644,500 units (the "Qualified Units") of the Company issuable pursuant to the automatic exercise of 70,644,500 previously issued subscription receipts (the "Subscription Receipts") of the Company. The Subscription Receipts were issued on a private placement basis pursuant to prospectus exemptions (the "Offering") on January 28th at a price of $0.35 per Subscription Receipt for gross proceeds of approximately $24.72 million.

Each Qualified Unit is comprised of one common share and one-half of one share purchase warrant, with each full warrant exercisable into one additional common share at $0.55 per share until January 28, 2018, subject to adjustment and acceleration provisions. All Subscription Receipts will be automatically exercised, without any further payment or action on the part of the holder, into Qualified Units on April 2, 2015.

The Prospectus also qualifies the distribution of 4,238,670 compensation options (the "Compensation Options") issuable upon the exercise of 4,238,670 compensation warrants (the "Compensation Warrants") issued to the agents in respect of the Offering. All Compensation Warrants will be automatically exercised, without any further payment or action on the part of the holder, into Compensation Options on April 2, 2015. Each Compensation Option will entitle the holder to purchase one unit of the Company at $0.35 per unit until January 28, 2018, subject to adjustment and acceleration provisions, with each unit comprised of one common share and one-half of one share purchase warrant, with each full warrant exercisable into one additional common share at $0.55 per share until January 28, 2018, subject to adjustment and acceleration provisions.

In accordance with the terms of the Subscription Receipt Agreement which governs the Subscription Receipts, the Qualified Units are deemed to be issued at 12:01 a.m. (Toronto time) on April 2, 2015. Subscribers not holding Subscription Receipts through CDS in non-certificated form will receive physical certificates representing the Qualified Units forthwith after their deemed issuance.

First Waiver and Amendment to Credit Agreement

Imperus previously completed a secured debt financing pursuant to a credit agreement dated January 30, 2015 (the "Credit Agreement") among the Company, as borrower, the subsidiaries of Imperus, as credit parties, a syndicate of lenders (the "Lenders"), and the Lenders' administrative agent, Third Eye Capital Corporation ("TEC").

The Company and its subsidiaries entered into a waiver and amendment agreement on March 27, 2015 with TEC, on behalf of the Lenders, waiving the Lenders' rights under the Credit Agreement with respect to the Company maintaining a minimum average of daily active users for the months ended February 28, 2015 and March 31, 2015, and amending the Credit Agreement with respect to hiring a full time chief financial officer satisfactory to TEC by March 30, 2015 by extending the hiring deadline to April 30, 2015. The delay in the launch of Casina from Q1 2015 to Q2 2015 resulted in fewer average daily users for Imperus than what was originally forecasted. The Company is also in active discussions with TEC to amend the minimum average of daily active user covenant by April 30, 2015 to a number that more accurately reflects the Imperus business.

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, expected automatic exercise of the Subscription Receipts and Compensation Warrants and timing for such automatic exercise, expected timing for sending notification of automatic exercise or physical certificates representing the Qualified Units; and management's expectations on obtaining an amendment to the Credit Agreement on the minimum average of daily active users and timing and fees for this amendment; 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 Prospectus, 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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