Imperial Metals Corporation (TSX:III) is pleased to announce that, further to its news release dated December 9, 2022, the Company has closed its non-brokered private placement of unsecured non-convertible debentures with an aggregate principal amount of $53 million.
The Company issued unsecured non-convertible debentures of an aggregate principal amount of $48,450,000 which have a maturity date of four years from the date of issuance, and which bear interest at a rate of 10.0% per annum, with interest paid semi-annually in cash, with the first payment due June 23, 2023. In connection with the issuance of the A Debentures, the Company issued 6,056,250 common share purchase warrants which are exercisable into common shares of the Company at a price of $2.10 per share for a period of four years from the date of issuance. The Company also issued unsecured non-convertible debentures of an aggregate principal amount of $4,550,000 which have a maturity date of twelve months from the date of issuance, and which bear interest at a rate of 12.0% per annum, with interest paid semi-annually in cash, with the first payment due June 23, 2023. No warrants were issued in connection with the B Debentures.
The proceeds from the Private Placement are intended to be used to fund the continuing operations at the Company’s Mount Polley mine and Red Chris mine and for general working capital purposes.
N. Murray Edwards purchased $35.45 million of the A Debentures and $4.55 million of the B Debentures, and as part of the purchase of the A debentures received 4,431,250. In addition, directors and officers of the Company purchased $1.57 million of the A Debentures and as part of the A Debentures received 196,250 Warrants. Such participation is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation.
The securities being offered under the Private Placement have not been, nor will they be registered under the United States Securities Act of 1933, as amended, or under state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. federal and state registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
Shareholdings of N. Murray Edwards
Prior to the acquisition of the Edwards Warrants, N. Murray Edwards had beneficial ownership and control or direction over 69,375,775 common shares and debentures convertible into 10,156,250 common shares for a total of 79,532,025 common shares of the Company, together representing 48.19% of the Company’s issued and outstanding common shares as of the date hereof. Following acquisition and assuming exercise of the Edwards Warrants and conversion of the Edwards Convertible Debentures (and assuming no other debenture holder conversion or warrant holder exercise), Mr. Edwards would have 83,963,275 common shares of the Company representing 49.55% of the Company’s issued and outstanding common shares. The Edwards Warrants were acquired by Mr. Edwards for investment purposes and he may acquire or dispose of securities of the Company in the future depending on market conditions, reformulation of plans and/or other relevant factors, in each case in accordance with applicable securities laws. This portion of the news release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed on SEDAR (www.sedar.com) by Mr. Edwards containing additional information with respect to the foregoing matters. A copy of the early warning report may be obtained directly from the Company upon request at the telephone number below.
Imperial is a Vancouver based exploration, mine development and operating company with holdings that include the Mount Polley mine (100%), the Huckleberry mine (100%), the Red Chris mine (30%). Imperial also holds a portfolio of 23 greenfield exploration properties in British Columbia.
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