Tangelo Games Corp. IPRSF

July 15 sedar acticle

[user46]

FORM 51-102F3 MATERIAL CHANGE REPORT UNDER NATIONAL INSTRUMENT 51-102 Item 1 Name and Address of Company Tangelo Games Corp. (the Company) 65 Queen Street West Suite 800 Toronto, Ontario M5H 2M5 Item 2 June 27, 2016 Item 3 Date of Material Change News Release A news release was issued on June 27, 2016 through the facilities of Marketwire and subsequently filed on the System for Electronic Document Analysis and Retrieval. Item 4 Summary of Material Change The Company announced the change of its name from Imperus Technologies Corp. to Tangelo Games Corp effective June 28, 2016. The Company also announced that, subject to certain conditions, it amended the terms of the original Diwip acquisition agreement with the founders of Diwip, Yaniv Gamzo and Udi Kantzuker, that will see them exit and resign from their full time roles as managers of the Diwip business. Item 5 Full Description of Material Change The Company announced the change of its name from Imperus Technologies Corp. to Tangelo Games Corp effective June 28, 2016. The Company also announced that, subject to certain conditions, it amended the terms of the original Diwip acquisition agreement with the founders of Diwip, Yaniv Gamzo and Udi Kantzuker, that will see them exit and resign from their full time roles as managers of the Diwip business. Pursuant to this amendment agreement, the Company will settle a portion of the year-one earnout originally owed in cash to the Diwip founders under the Diwip acquisition agreement in common shares of the Company (Common Shares) rather than cash. In this regard, each Diwip founder will be issued the number of Common Shares equal to the Canadian dollar equivalent of US$113,010 divided by $0.10 (the Earnout Shares) rather than receiving a cash payment of US$113,010. The issuance of the Earnout Shares is subject to, among other things, TSXV approval. The remaining portion of the year-one earnout owed to the Diwip founders will be paid in cash and Common Shares pursuant to the original terms of the Diwip acquisition agreement. All further potential payments to the Diwip founders, other than the year-one earnout, to be paid pursuant to the Diwip acquisition agreement, including the year-two earnout, are cancelled.

[Bangkokboy]

This is the last piece from the daniel days. I see it says they'll be given shares as part of their payout. Can someone confirm if this increases the share count? I ask because it was mentioned that their priority is to fix the share capital as this is straight from lanthier himself. A roll back is imminent? Not too worried as pyd did the exact same recently at 1:10 and their stock has gone up

[HobbyDigger2]

See update 6-28, Technology Shift Google’s recent decision to discontinue support of Flash requires decisive action on our part to ensure the widest possible audience for our games. As such, we have had to reassign development resources from new game development to re-developing our existing portfolio in HTML5. While we believe that this is the right decision for the business, and would not have

[GeraldH]

not only will this increase share count, but it will have your current shares become worthless. Happy Trading!