Imperus changes its name… again

For the second time in as many years the Canadian social gaming company Imperus Technologies (formerly ISIS Labs) has changed its company title, and from June 28 will be rebranded Tangelo Games Corp.

The company is listed on the Toronto exchange under the symbol (TSX VENTURE:GEL).

In a rather rambling press statement Tuesday, chief executive James Lanthier detailed changes in the company, particularly those regarding amendments to the acquisition agreement on social games developer DiWip. These included:

* The amended DiWip agreement will see the founders, Yaniv Gamzo and Udi Kantzuker, exit and resign from their full time roles as managers of the Diwip business.

The quid pro quo for this will be the reward of a portion of the year-one earnout originally owed in cash to the Diwip founders but instead paid in shares in the combined company.

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 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.

* Thanks to the amendment to the Diwip acquisition agreement Tangelo now has full control of development resources and management intends to prioritise accordingly on maintaining aggressive mobile growth, particularly in emerging markets where the competitive conditions are more favourable than the US market.

* The amendment to the Diwip acquisition agreement permits Tangelo to more effectively integrate its operating businesses and begin to realise related savings.

“We did not have the ability to fully integrate the businesses under the original Diwip acquisition agreement [but] we are now moving to centralize management in Barcelona, while maintaining certain development functions in Tel Aviv, and as such, will now begin to realize the cost savings that were part of the original investment case for combining these businesses,” Lanthier said.

* Tangelo has reached an agreement with its lenders to slightly amend the terms of its amended credit agreement, with the remaining conditions of the Amended Credit Agreement waived. Tangelo has agreed to amend the exercise price for 35,000,000 non-transferrable warrants to its lenders to $0.09.

* The company has granted a total of 1,097,000 stock options under its stock option plan to various individuals including employees, consultants and officers, vesting quarterly over two years and subject to a four month regulatory hold period. All options are exercisable at a price of $0.10 per option for a period of five years.

* Tangelo has entered into a new consulting agreement with the president of the company, Vicenc Marti, to amend, among other things, responsibilities, salary and option entitlements. The agreement also provides for the granting and payment of certain advanced bonuses to the president.

*Significant progress in shifting the company’s focus to the mobile environment has been made, a strategy that is viewed by management as vital to Tangelo’s success.

* The company’s desktop – Facebook business has been outperforming the market standard and is experiencing strong mobile growth.

“Revenue from our Spanish and Portuguese language mobile games in Q1 2016, grew 60 percent from Q1 2015, and Spanish language mobile game revenue is also growing at an accelerating rate,” Lanthier said, predicting that this would continue.

* Viva Mobile, the company’s multi-game app, reached #5 in Brazil on Android, and Bingo Rider reached #12.

*Google’s recent decision to discontinue support for Flash technogy has prompted Tangelo to switch development resources to the re-development of products in HTML5, but this will have a short-term impact on revenue.

Despite these new developments, the company expects that the consolidated businesses will achieve targets in line with previous guidance for Q4-2016.

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