SOURCE: Imperus Technologies Corporation

Imperus Technologies Corporation

January 29, 2015 07:00 ET

REPEAT - Imperus Technologies Closes Approximately $25 Million Subscription Receipts Financing

TORONTO, ON--(Marketwired - January 29, 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 closed its previously announced private placement financing of subscription receipts of the Company led by Dundee Securities Ltd. ("Dundee") and including Euro Pacific Canada Inc. ("Europac", together with Dundee, the "Agents"). The Company issued 70,644,500 Subscription Receipts at a price of $0.35 per Subscription Receipt for aggregate gross proceeds of $24,725,575 (the "Offering").

The Subscription Receipts were issued pursuant to a subscription receipt agreement (the "Subscription Receipt Agreement") between the Company, Dundee and Computershare Trust Company of Canada, as 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) have been placed in escrow pending delivery of a notice (the "Release Notice") that the escrow release conditions set out in the Subscription Receipt Agreement (the "Escrow Release Conditions") have been met. The Escrow Release Conditions include the satisfaction of all conditions precedent to the closing by the Company of its acquisition of the shares of Diwip Limited (the "Acquisition") and completion of its US$40 million secured debt financing (the "Debt Financing"). If the Escrow Release Conditions are satisfied by 5:00 p.m. (Toronto time) on January 30, 2015, the escrowed funds (less the balance of the Agents' cash commission) will be released to Imperus. The Company will use such funds towards the purchase price for the Acquisition, and for general working capital purposes. If: (i) the Escrow Release Conditions are not satisfied by 5:00 p.m. on January 30, 2015; or (ii) Imperus advises the Agents that it does not intend to satisfy any of the Escrow Release Conditions, then at the earlier of such time (the "Termination Time"), 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 less any applicable withholding taxes. Any shortfall will be funded by the Company.

Each Subscription Receipt will automatically convert into one common share (a "Unit Share") and one-half of one common share purchase warrant (each whole warrant being a "Warrant"), without any further payment or action on the part of the holder thereof, provided that the Escrow Release Conditions having been satisfied, at the time (the "Qualification Time") that is the earlier of (i) 4:59 p.m. (Toronto time) on May 29, 2015; and (ii) 12:01 a.m. (Toronto time) on third business day after the issuance of a final passport decision document evidencing a receipt on behalf of each of the securities regulatory authorities in each of the provinces of Canada in which Subscription Receipts have been sold (the "Qualifying Provinces"), pursuant to Multilateral Instrument 11-102 -Passport System (the "Final Receipt") for a final prospectus (the "Prospectus") qualifying the issuance of the Unit Shares and the Warrants underlying the Subscription Receipts.

Each whole Warrant shall entitle 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 after the Qualification Time, the Company's share price for 10 consecutive trading days on the TSX Venture Exchange (the "TSXV"), 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 Agents are entitled to a cash commission equal to 6% of the gross proceeds of the Offering, 1/3 of which was paid on closing of the Offering and 2/3 of which will be payable upon satisfaction of the Escrow Release Conditions. The Agents have also been issued 4,238,670 compensation warrants (a "Compensation Warrants"). Each Compensation Warrant will be automatically converted to a compensation option (the "Compensation Option") at the earlier of the Termination Time and the Qualification Time. Each Compensation Option will entitle the holder to acquire one unit of the Company at a price of $0.35 for a period of 36 months, 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 for a period of 36 months subject to the Acceleration Clause. If the 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.

All securities issued in the Offering are subject to a four months resale restriction period expiring May 29, 2015. The Company has agreed to use its reasonable commercial efforts to file the Prospectus qualifying the Unit Shares and the Warrants to be issued upon the automatic conversion of the Subscription Receipts in each of the Qualifying Provinces and qualifying the Compensation Options to be issued upon the automatic conversion of the Compensation Warrants. If a Final Receipt has not been obtained by for the Prospectus within 60 days from the closing date of the Offering, then each Subscription Receipt will be automatically converted at the Qualification Time into 1.05 Unit Shares (in lieu of 1.00 Unit Share) and 0.525 Warrants (in lieu of one-half of one Warrant), and each Compensation Warrant will be automatically converted at the Qualification Time into 1.05 Compensation Options (in lieu of 1.00 Compensation Option).

The Offering is subject to the final approval of the TSXV.

This press release is not an offer of subscription receipts or common shares for sale in the United States. The subscription receipts and common shares may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended, or an exemption from such registration. The Company has not registered and will not register the subscription receipts or common shares under the U.S. Securities Act of 1933, as amended. The Company does not intend to engage in a public offering of common shares in the United States. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

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 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 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.

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.

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

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 Acquisition and the Debt Financing, timing for satisfaction of the Escrow Release Conditions, release of the escrowed proceeds, the filing of the Prospectus and the issuance of a Final Receipt for the Prospectus and the use of proceeds of the Offering. 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 Acquisition 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 Debt Financing 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 Company 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 Company's expectations and the Company 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.

Contact Information

  • For further information with respect to Imperus, please contact:

    Ms. Ute Koessler 
    V.P. Corp. Dev. & Communications
    IMPERUS Technologies Corp.
    T. 416-970-2551 
    O. 604-336-2444
    E: ir@imperus.com 
    W: www.imperus.com  


    Mr. Arlen Hansen
    President
    kin Communications Inc.
    T. 604-684-6730 T.F. 866-684-6730
    E: ir@kincommunications.com
    W: www.kincommunications.com