Ms. Ute Koessler reports

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 35 cents 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 and one-half of one common share purchase warrant, without payment of additional consideration or further action, upon the date that 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 for a final prospectus qualifying the common shares and warrants underlying the subscription receipts. Each warrant will entitle the holder thereof to acquire one common share at an exercise price of 55 cents 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 75 cents 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 overallotment option to offer for sale up to an additional 15 per cent of subscription receipts (up to 12,857,142 additional subscription receipts) on the same terms and conditions as the offering. The overallotment 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 finance a portion of the purchase price of the previously announced acquisition of Diwip Ltd. and for working capital purposes. For further details on the acquisition, see the corporation's news release dated Oct. 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 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 one-third of the agents' cash commission and all of the agents' expenses) 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 that was previously announced by Imperus in the news release dated Dec. 3, 2014. Upon satisfaction of the escrow release conditions, the escrowed funds, together with any interest earned thereon (less two-thirds 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 p.m. (EST) on Jan. 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 per cent of the gross proceeds and compensation warrants in an amount equal to 6.0 per cent of the number of subscription receipts sold under the offering. The compensation warrants will be converted into compensation options on the qualification date, with each compensation option exercisable at 35 cents 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 offering is expected to close on or about Jan. 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 Oct. 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 Jan. 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 $1.5-million (U.S.) in the event that the acquisition does not close on or before 11:59 p.m. EST on Jan. 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 Jan. 30, 2015, either Diwip shareholder may at his option request that his portion of the break fee be paid in common shares, subject to TSX-V approval, at a price equal to the volume-weighted average price of the common shares on the TSX-V for a period of 30 consecutive trading days ending on the third trading day prior to Jan. 30, 2015.

We seek Safe Harbor.