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Warrants & private placement - Hilfe bei Deutung gebraucht


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http://www.stockwatch.com/News/Item.aspx?bid=Z-C:LAB-2242834

IMPERUS TECHS CORP. Aktie, ISIN CA45321F1036, WKN A12B58, ISX

IMPERUS ANNOUNCES PRICING TERMS OF ITS C$20-30 MILLION PRIVATE PLACEMENT OFFERING OF SUBSCRIPTION RECEIPTS AND AN EXTENSION OF THE CLOSING DATE OF THE DIWIP ACQUISITION

Imperus Technologies Corp. has released the pricing terms of its $20-million (to a maximum of $30-million) best efforts private placement offering of subscription receipts by a syndicate of agents led by Dundee Securities Ltd., which was previously announced by Imperus in a news release dated Dec. 3, 2014. Imperus will offer to sell, on a private placement basis, Subscription Receipts at a price of C$0.35 per Subscription Receipt, for a minimum of 57,142,858 and maximum of 85,714,285 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"). Each Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of C$0.55 per Common Share for a period of 36 months following the closing of the Offering. If at any time after the Qualification Date, the closing price of the Common Shares is C$0.75 per Common Share or higher for a period of 10 consecutive trading days, the Corporation will have the right to accelerate the expiry date of the Warrants to the date that is 30 days after the Corporation provides notice to the holders of the Warrants of the acceleration of the expiry date.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 (up to 12,857,142 additional 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 Offering will be used by the Corporation to fund a portion of the purchase price of the previously announced acquisition (the "Acquisition") of Diwip Ltd. ("Diwip") and for working capital purposes. For further details on the Acquisition, see the Corporation's press release dated October 14, 2014. 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 Agents' cash commission and all of the Agents' 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 not including the issuance of the Final Receipt; and (iii) the completion of the debt facility financing (the "Debt Facility") that was previously announced by Imperus in the press release dated December 3, 2014 (the "Escrow Release Conditions"). Upon satisfaction of the Escrow Release Conditions, the Escrowed Funds, together with any interest earned thereon (less 2/3 of the Agents' cash commission, 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.. (EST), on January 30, 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 has been 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 warrants in an amount equal to 6.0% of the number of Subscription Receipts sold under the Offering (the "Compensation Warrants"). The Compensation Warrants will be converted into Compensation Options on the Qualification Date, with each Compensation Option exercisable at C$0.35 into one Common Share and 0.5 of a Warrant for 36 months after the closing of the Offering, subject to the same acceleration provision as the Warrants. If the Corporation does not file a Prospectus and obtain a Final Receipt within 60 days of the closing of the Offering, each Compensation Option will be exercisable 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 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 January 27, 2015.

Extension

Imperus also announces that it has extended the closing date of the Acquisition in accordance with the previously announced share purchase agreement dated October 14, 2014, as amended, with Diwip and its shareholders pursuant to which Imperus will acquire all of the issued and outstanding shares of Diwip. Imperus and Diwip have mutually agreed to revise the closing date to January 30, 2015. In consideration for extending the closing date, Imperus has granted the shareholders of Diwip, among other things, an irrevocable undertaking to pay a break fee equal to US$1,500,000 in the event that the Acquisition does not close on or before 11:59 p.m. EST on January 30, 2015. The break fee will be payable in cash, or, if it has not been paid in cash by the end of the first business day following January 30, 2015, either Diwip shareholder may at his option request that his portion of the break fee be paid in Common Shares, subject to TSXV approval, at a price equal to the volume weighted average price of the Common Shares on the TSXV for a period of 30 consecutive trading days ending on the third trading day prior to January 30, 2015.

Private Placement sollte eine KE sein, aber könnte mir jemand bitte zusammenfassen, wie das mit den Warrants gemeint ist? Lohnt ein Nachkauf oder sollte man die KE abwarten?


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