SOURCE: Imperus Technologies Corp

Imperus Technologies Corp

October 21, 2014 06:00 ET

Imperus Technologies Completes Continuance to Ontario

TORONTO, ON--(Marketwired - October 21, 2014) - Imperus Technologies Corp. ("Imperus" or the "Company") (TSX VENTURE: LAB) (FRANKFURT: ISX) (Frankfurt WKN: A12B58) is pleased to announce that it had completed the continuance of the Company (the "Continuance") from British Columbia into Ontario under the Business Corporations Act (Ontario) (the "OBCA"), effective as of October 15, 2014 (the "Effective Date"). Upon the Continuance becoming effective, the Articles of Continuance of the Company under the OBCA replaced the Articles and Notice of Articles of the Company under British Columbia legislation, and which will, among other things:

  • alter the Company's authorized capital by removing all authorized preferred shares, so that as of the Effective Date, the authorized capital of the Company consisted of an unlimited number of common shares without par value; and
  • implement By-law No. 1 as the general by-law of the Company and incorporate into By-law No. 1 advance notice by-laws (the "Advance Notice By-law"), requiring advance notice of director nominees from shareholders.

The purpose of the Advance Notice By-law is to provide shareholders, directors and management of Imperus with a clear framework for nominating directors of the Company at shareholder meetings. Imperus is committed to: (i) facilitating an orderly and efficient annual general or, where the need arises, special meeting, process; (ii) ensuring that all shareholders receive adequate notice of the director nominations and sufficient information regarding all director nominees; and (iii) allowing shareholders to register an informed vote after having been afforded reasonable time for appropriate deliberation. The Advance Notice By-law is intended to further these objectives.

The Advance Notice By-law, among other things, includes a provision that requires advance notice to the Company in certain circumstances where nominations of persons for election to its board of directors are made by shareholders of the Company. The Advance Notice By-law fixes a deadline by which director nominations must be submitted to the Company prior to any annual or special meeting of shareholders and sets forth the information that must be included in such notice to the Company. No person will be eligible for election as a director of Imperus unless nominated in accordance with the Advance Notice By-law.

In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 days and not more than 60 days prior to the date of the annual meeting; provided, however, that, in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the 10th day following such public announcement. 

In the case of a special meeting of shareholders called for the purpose of electing directors (whether or not called for other purposes), notice to the Company must be made not later than the 15th day following the day on which the first public announcement of the date of the special meeting was made.

Both the Continuance and the Advance Notice By-law were approved by shareholders of the Company at the annual and special meeting of shareholders held on June 29, 2014. The Advance Notice By-law comes into effect as of the Effective Date. The full text of By-law No. 1, including the Advance Notice By-law, are available on SEDAR under the Company's profile at www.sedar.com.

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. Imperus was the winner of "The Most Innovative Start-up Company of the Year" at the 2013 GIGSE Conference, in San Francisco, California. The Company'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 Company's flagship product was developed for social, mobile, and monetized gaming. CASINA 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 largest portfolio of games. CASINA is designed to be future ready, scalable, modular, with the capability to expand integrations without limitation, and is capable to support 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.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the 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, the expectation that CASINA® will be the first true social network built and regulated for the online gaming market, that CASINA® is on track to have the largest portfolio of games available for social online gaming, and that the regulated, real-money online gaming market is anticipated to grow. 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 prospectus dated October 23, 2013 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 information, whether a result of new information, future results or otherwise, except as required by law.

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