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Tangelo Games Corp. IPRSF

"Tangelo Games Corp is engaged in developing and selling social casino games. The company primarily designs, develops and distributes social casino-themed games within online social networks such as Facebook, Mobile platforms, Portal and other. It derives revenue through the in-game sale of virtual coins most of it is accounted through Facebook."


GREY:IPRSF - Post by User

Post by willis888on Mar 31, 2015 9:06am
95 Views
Post# 23580544

Imperus clears final short form prospectus

Imperus clears final short form prospectusTORONTO, ONTARIO--(Marketwired - March 31, 2015) - 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. Read more at https://www.stockhouse.com/news/press-releases/2015/03/31/imperus-clears-final-short-form-prospectus-qualifying-distribution-of-common#bFIpZ227xTLh3pJ2.99
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