NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Toronto, Ontario, December 3, 2014 — Imperus Technologies Corp. (“Imperus” or the “Corporation”) (TSX VENTURE: LAB, Frankfurt: ISX) is pleased to announce that it has executed a commitment letter with Third Eye Capital Corporation (“TEC“) providing for, subject to the completion of definitive documentation and certain conditions, a secured term loan facility of US$40 million (the “Debt Facility“). The Corporation is also pleased to announce a private placement offering (the “Offering“) of subscription receipts (the “Subscription Receipts“) to raise minimum aggregate gross proceeds of C$20 million (to a maximum of C$30 million), at an issue price to be determined in the context of the market.

The Offering will be sold on a best efforts basis by a syndicate of agents (the “Agents“) led by Dundee Securities Ltd. (“Dundee“). The Corporation has granted the Agents an over-allotment option (the “Over-Allotment Option“) to offer for sale up to an additional 15% of Subscription Receipts on the same terms and conditions as the Offering. The Over-Allotment Option is exercisable in whole or in part 48 hours prior to the closing of the Offering.

The net proceeds from the Debt Facility and the Offering will be used by the Corporation to fund the purchase price of the previously announced acquisition of Diwip Ltd. (the “Acquisition“) and for working capital purposes. For further details on the Acquisition, see the Corporation’s press release dated October 14, 2014.

Subscription Receipts

Each Subscription Receipt will entitle the holder thereof to receive one common share of the Corporation (a “Common Share“) and one-half of one common share purchase warrant (a “Warrant“), without payment of additional consideration or further action, upon the date (the “Qualification Date“) which is the earlier of: (i) four months and a day after the closing of the Offering; and (ii) the third business day following the issuance of a receipt (the “Final Receipt“) for a final prospectus qualifying the Common Shares and Warrants underlying the Subscription Receipts (the “Prospectus“). The terms of the Warrants will be determined in the context of the market.

The Corporation has agreed to use its commercial best efforts to file a Prospectus and obtain a Final Receipt within 60 days from the closing of the Offering, otherwise, each Subscription Receipt will thereafter be exercisable on the Qualification Date into 1.05 Common Shares (in lieu of one Common Share) and 0.525 of a Warrant (in lieu of 0.5 of a Warrant).

The Subscription Receipts will be issued pursuant to a subscription receipt agreement (the “Subscription Receipt Agreement“) to be entered into among the Corporation, Dundee and the subscription receipt agent. Pursuant to the Subscription Receipt Agreement, the gross proceeds from the Offering (less 1/3 of the Agent’s commission and all of the Agent’s expenses) (the “Escrowed Funds“) will be held in escrow pending satisfaction of the escrow release conditions, including (i) the satisfaction of all conditions precedent to the completion of the Acquisition; (ii) the receipt of all necessary regulatory approvals with respect to the Offering; and (iii) the completion of the Debt Facility financing (the “Escrow Release Conditions“). Upon satisfaction of the Escrow Release Conditions, the Escrowed Funds, together with any interest earned thereon, will be released to the Corporation. The Subscription Receipts will not convert into Common Shares and Warrants until the Qualification Date, as described above.
If the Escrow Release Conditions have not been satisfied by 5:00 p.m. (Toronto time) on January 16, 2015, 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 and any interest that was earned on the Escrowed Funds less any applicable withholding taxes.
The Agents will receive a cash commission equal to 6.0% of the gross proceeds and compensation options in an amount equal to 6.0% of the number of Subscription Receipts sold under the Offering (the “Compensation Options“).

The Offering is subject to certain conditions including receipt of all regulatory approvals, including approval of the TSX Venture Exchange (the “TSXV“). The Offering is expected to close on or about December 23, 2014.

Debt Facility

Imperus has entered into a formal commitment letter with TEC, as agent on behalf of certain lenders (the “Lenders“), for a senior secured term loan credit facility in the amount of US$40 million to partially fund the Acquisition. The Debt Facility will have a term of three years, subject to acceleration by TEC on certain events of default and subject to Imperus’ right to repay the Debt Facility upon three months prior notice, and will bear interest at 12% per annum, calculated and payable monthly in arrears. The Debt Facility will be subject to a one-time placement fee of US$800,000, a one-time commitment fee of US$600,000 and a one-time closing fee of US$600,000. If the Debt Facility is outstanding on the second anniversary of closing, it will also be subject to a US$1 million maintenance fee payable to TEC, on behalf of the Lenders. Imperus will be required to repay, after the first anniversary of closing, US$1.5 million per quarter of the principal outstanding under the Debt Facility, as well as make certain principal repayments in certain other circumstances prior to maturity.

In addition, subject to regulatory approval and applicable securities laws, the Lenders will receive 20 million common share purchase warrants exercisable at a price equal to the issue price of the Offering for a term of three years.

The Debt Facility will be secured by, among other things, (i) a first priority security agreement in favour of TEC, on behalf of the Lender, on all of the present and future real and personal property of Imperus and its subsidiaries; (ii) source code escrow for certain products owned by Imperus and its subsidiaries; (iii) the assignment of certain third party licensing and revenue sharing agreements; (iv) deposit account control agreements over certain bank accounts of Imperus and its subsidiaries; (v) and a pledge of the shares of the subsidiaries of Imperus.

Imperus and TEC will enter into a loan agreement and related security and financing documents, instruments and agreements all in a form and substance satisfactory to TEC (the “Loan Documentation”). The Loan Documentation will contain usual and customary terms and covenants. The Debt Facility is subject to certain conditions including but not limited to completion of due diligence by TEC and the Lenders, negotiation and completion of Loan Documentation, concurrent closing of the Acquisition, normal regulatory approvals including the approval of the TSXV and the completion of the Offering.

Imperus has also entered into a letter agreement with a third party company assisting with the arrangement of the Debt Facility. Imperus will pay the third party a cash fee equal to 2% of the gross amount provided under the Debt Facility, subject to TSXV approval.

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 Corporation’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(r), the Corporation’s flagship product was developed for social, mobile, and monetized gaming. CASINA(r) 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(r) 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(r) 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.

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.

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.

Further 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

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

This press release contains certain statements or disclosures relating to Imperus, 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 Offering and the issuance of the Subscription Receipts, and the issuance of Common Shares and Warrants issued on the conversion of the Subscription Receipts, the use of proceeds of the Offering, the timing and completion of the Debt Facility and the issuance of warrants; the use of proceeds of the Debt Facility; the expected completion of the Acquisition, including the ability of the Corporation to satisfy all necessary conditions to the closing of the Acquisition and the filing of a short form prospectus to qualify the Common Shares and Warrants issued on the conversion of the Subscription Receipts and the expectations on the debt financing. 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 Offering 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 Offering 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 Corporation 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 Corporation’s expectations and the Corporation 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.