Qualifying Transaction – Imperus Technologies Corporation

November 14, 2013

Paul Pathak, Ryan Hunter and Michael Cook worked with Imperus Technologies Corporation (formerly Isis Lab Corporation) to close its qualifying transaction, which was effected pursuant to an amalgamation agreement. A copy of the transaction press release is reproduced below.

 

November 12, 2013 – Toronto, ON – ISIS Lab Corporation, formerly Wedona Capital Inc. (the “Company”) (TSX-V: WCI.P) is pleased to announce that it has closed its previously announced qualifying transaction (the “Qualifying Transaction”) with ISIS Lab Inc. (“ISIS”), which was effected pursuant to an amalgamation agreement (the “Amalgamation Agreement”) among the Company, the Company’s wholly-owned subsidiary 2377678 Ontario Inc. (“Subco”), and ISIS Lab Inc. (“ISIS”) dated as of June 28, 2013 (as amended).

Pursuant to the Amalgamation Agreement, the Company acquired all of the issued and outstanding common shares of ISIS (the “ISIS Shares”) by way of a three-cornered amalgamation between Subco and ISIS. The amalgamated company became a wholly-owned subsidiary of the Company, and former holders of ISIS Shares received one common share of the Company (“Common Share”) for each one ISIS Share. A full description of the Qualifying Transaction was provided in the Company’s long form prospectus dated October 23, 2013 (the “Prospectus”) filed in Alberta, British Columbia, Ontario and Saskatchewan. The Prospectus is available on SEDAR at www.sedar.com.

By letter dated October 23, 2013, the TSX Venture Exchange (the “TSXV”) issued its conditional approval of the Qualifying Transaction. The Company has subsequently received the final approval of the TSXV and the Common Shares will commence trading on the TSXV under the ticker symbol “LAB” on November 13, 2013.

In conjunction with the Qualifying Transaction, the Company closed the maximum offering under its previously announced offering (the “Offering”) of units (the “Units”) under the Prospectus for gross proceeds of $6,000,000 through its agent, Mackie Research Capital Corporation (the “Agent”). Each Unit is comprised of one Common Share and one-half of one Common Share purchase warrant (each whole such warrant, a “Unit Warrant”), with each Unit Warrant exercisable at $0.45 until November 7, 2015. The Company granted the Agent an option (the “Over-Allotment Option”) to solicit subscriptions for such number of additional Units as is equal to 15% of the number of Units sold pursuant to the Offering. On closing of the Offering, the Agent exercised its Over-Allotment Option in full for additional gross proceeds of $900,000.

In consideration for services provided in connection with the Offering, the Agent (and its sub-agents) received a commission equal to 8% of the gross proceeds under the Offering and options (“Agent’s Options”) to purchase that number of units (“Agent’s Units”) that is equal to 8.0% of the number of Units sold under the Offering exercisable at $0.30 for a period of 24 months from the date of issuance. Each Agent’s Unit will be comprised of one Common Share and one-half of one Common Share purchase warrant (each whole such warrant, an “Agent’s Unit Warrant”), and each Agent’s Unit Warrant will entitle the holder to purchase one Common Share at an exercise price of $0.45 per share for a period of 24 months following completion of the Offering.

On closing of the Qualifying Transaction, pursuant to the terms of the Amalgamation Agreement, former ISIS shareholders received 24,933,331 Common Shares, at a deemed price of $0.30 per common share, in exchange for 24,933,331 ISIS Shares held prior to completion of the Qualifying Transaction, and ISIS warrantholders received 341,000 Common Share purchase warrants of the Company (“Replacement Warrants”) in exchange for 341,000 common share purchase warrants of ISIS held immediately prior to the completion of the Qualifying Transaction. The Company also issued 1,303,195 Common Shares to a finder in connection with a finder’s fee agreement with the Company relating to the Qualifying Transaction and issued 160,000 Common Shares upon the exercise of options of the Company at a price of $0.10 per share. As of the date hereof, taking into account the completion of the Qualifying Transaction and the Offering, the Company has 53,629,860 Common Shares, options to acquire 40,000 common shares 11,500,000 Unit Warrants, 341,000 Replacement Warrants, and 1,840,000 Agent’s Options issued and outstanding.

In connection with the Qualifying Transaction, the Company changed its name from “Wedona Capital Inc.” to “ISIS Lab Corporation” and the officers and directors of the Company resigned in favour of nominees of ISIS. Management of the Company is now comprised of Daniel Kajouii as President and Chief Executive Officer, Tito Gandhi as Vice Chairman, Ian Campbell as Chief Financial Officer and Secretary, and Chris Kajouii as Vice President of Operations. The board of directors of the Company is comprised of Daniel Kajouii (Executive Chairman), Norm Inkster, Michael Davidson, Bernie Wilson, and Tito Gandhi. For further biographical information concerning these persons please see the Company’s Prospectus.

Pursuant to the terms of a Tier 2 value security agreement among the Company, Computershare Investor Services Inc. and certain securityholders, an aggregate of 13,527,788 Common Shares and 30,000 Replacement Warrants have been placed in escrow, whereby 10% will be released immediately upon the issuance of the TSXV Bulletin and the balance of such securities will be released in equal tranches of 15% every six months thereafter for a total of 36 months. In addition, a total of 2,000,000 Common Shares held by the former directors of the Company were transferred within escrow to certain incoming principals of ISIS, as disclosed in the Prospectus, which Common Shares will also be released from escrow on the same release schedule. Furthermore, the former holders of ISIS Shares have agreed to restrictions on transfer of the Common Shares held by them on completion of the Qualifying Transaction for a period of 12 months from closing, subject to certain exceptions.

 

ABOUT ISIS

ISIS Lab Inc. is the developer and provider of an award winning social gaming software platform.  The ISIS platform was developed for both social gaming and monetized gaming for clients operating within regulated markets.  For ISIS clients operating within fully regulated markets the company offers a turnkey solution including a full commerce application and back office suite.   ISIS was the winner of The 2013 Most Innovative Startup Company of the year, at the 2013 GIGSE Conference in San Francisco California.   For more information please visit www.isislab.com.

Corporate, Ryan Hunter, S. Paul Pathak, Transaction Press Releases