Here's the release TORONTO, ON--(Marketwired - January 28, 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.