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One Bullion Limited Announces Closing of $5.3 Million Financing, Completion of Reverse Takeover and Expected Commencement of Trading on TSX Venture Exchange

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One Bullion Limited Announces Closing of $5.3 Million Financing, Completion of Reverse Takeover and Expected Commencement of Trading on TSX Venture Exchange

 

 

 

 

 

Shares Expected to Begin Trading Under Ticker Symbol “OBUL” on December 22, 2025

 

One Bullion Limited (TSXV: IGP) (formerly Imperial Ginseng Products Ltd.) is pleased to announce that it has completed its previously announced business combination  with the private company formerly named One Bullion Limited; a private Ontario incorporated gold exploration company headquartered in Toronto, Ontario, with projects located in Botswana, Africa. Shares of the Company are expected to begin trading on the TSX Venture Exchange under the symbol ‘OBUL’ on December 22, 2025.

 

With the successful closing of the Transaction and Concurrent Financing of approximately $5.3 million (as defined below), One Bullion is now positioned to accelerate exploration efforts across its highly prospective gold projects located in Botswana’s Tati and Kraaipan Greenstone Belts. The Company’s property spans approximately 8,004 km², featuring three promising gold projects across two distinct districts with significant discovery potential.

 

“This is an exciting and transformative day for the Company,” said Adam Berk, Chief Executive Officer of One Bullion. “Closing the transaction, securing financing, and achieving conditional approval for trading on the TSX Venture Exchange underscores investor confidence in our assets and long-term strategy. With a solid balance sheet and a supportive shareholder base, we are well positioned to execute on our exploration strategy and unlock the significant potential of our Botswana projects.”

 

The Transaction was effected pursuant to the terms of a merger agreement dated September 11, 2024, as amended between the Company, OBL and 1000975360 Ontario Inc. pursuant to which:

(a) the Company consolidates its issued and outstanding common shares on the basis of one “new” Common Share for every 1.25 “old” Common Shares;
   
(b) the Company changed its name to “One Bullion Limited”; and
   
(c) NewCo and OBL amalgamated to form a new amalgamated entity which will continue as a wholly-owned subsidiary of the Company, in connection with which: (i) the former shareholders of OBL received one Common Share (on a post-Consolidation basis) for each common share of OBL held (including all OBL Shares issued pursuant to the Concurrent Financing (as defined below) and upon the due conversion of certain convertible debentures of OBL; (ii) each share purchase warrant of OBL entitles the holder thereof to receive, upon exercise thereof, one Common Share (on a post-Consolidation basis) in lieu of one OBL Share and otherwise on substantially the same terms and conditions; and (iii) each option to purchase OBL Shares was cancelled and all holders of OBL Options received, as consideration for their OBL Options, an equal number of replacement stock options of the Company governed by the a new equity incentive plan adopted by the Company effective as of the closing of the Transaction, each entitling the holder to acquire, upon exercise thereof, one Common Share (on a post-Consolidation basis) in lieu of one OBL Share and otherwise on substantially the same terms and conditions as the OBL Options replaced.
   

 

In total, the Company issued an aggregate of 174,683,983 Common Shares (on a post-Consolidation basis) to the OBL Shareholders in consideration for their OBL Shares.

 

Concurrent Financing

 

In connection with the Transaction, the Company and OBL previously completed a brokered private placement of subscription receipts for gross aggregate proceeds of $5,326,202. The net proceeds of the Concurrent Financing were deposited into escrow in accordance with the terms of the Subscription Receipts, pending satisfaction of specified release conditions. Such release conditions were satisfied or waived in connection with the closing of the Transaction, as a result of which: (i) the escrowed proceeds were released to the Company; and (ii) each Subscription Receipt automatically converted into: (i) one (1) OBL Share or one Common Share (on a post-Consolidation basis), as applicable; and (ii) one (1) common share purchase warrant of OBL or the Company (on a post-Consolidation basis), as applicable. Upon closing of the Transaction, each OBL Share was exchanged for one Common Share (on a post-Consolidation basis), and each Warrant of OBL became exercisable to acquire one Common Share (on a post-Consolidation basis) at a price of $0.48 per share for a period of two (2) years from the date of issuance, subject to acceleration, as further detailed above. The proceeds of the Concurrent Financing will be used to support the costs incurred in connection with the Transaction and for exploration, working capital and general corporate purposes.

 

In connection with the Concurrent Financing, OBL and Imperial Ginseng Products Ltd. paid aggregate cash commissions of $55,977, with $35,977 paid to Sentinel Financial Management Corp. and $20,000 paid to Ventum Financial Corp. and issued an aggregate of 211,049 compensation warrants, with 155,493 Compensation Warrants issued to Sentinel and 55,556 Compensation Warrants issued to Ventum. Each Compensation Warrant entitles the holder following completion of the Transaction to acquire one Common Share (on a post-Consolidation basis) at an exercise price of $0.36 per share for two (2) years following the closing of the Concurrent Financing, subject to acceleration.

 

Final Approval, Name Change and Consolidation

The Transaction remains subject to the final approval of the TSX Venture Exchange. Subject to TSXV approval, the Common Shares are expected to commence trading on the TSXV on a post-Consolidated basis under the new trading symbol “OBUL” effective at the open of trading on December 22, 2025.

 

Computershare Investor Services Inc. will mail letters of transmittal to the holders of pre-Transaction Common Shares providing instructions on exchanging pre-Consolidation share certificates for post-Consolidation share certificates. Shareholders are encouraged to send their share certificates, together with their letter of transmittal, to Computershare in accordance with the instructions in the letter of transmittal.

 

New Board and Management

 

Upon the completion of the Transaction, each of the existing directors and officers of the Company resigned and the following individuals were appointed in their place: (i) Adam Berk (CEO and director); (ii) Arno Brand (COO and director); (iii) Sheldon Inwentash (director); (iv) Adrian Morante (director); (v) Stuart Hensman (director); (v) Peter Sheppeard (director); and (vi) Sohail Thobank (CFO and Corporate Secretary).

 

Biographies for each of the individuals noted above can be found in the Company’s Filing Statement prepared in accordance with the TSXV Policy 5.2 – Changes of Business and Reverse Takeovers, filed under the Company’s profile on SEDAR+ at www.sedar.ca.

 

Escrow

 

In connection with the issuance of the final TSXV bulletin, the Company entered into a Value Security Escrow Agreement with an escrow agent and certain Principals (as defined under TSXV Policy 1.1 – Interpretation) as required by the policies of the TSXV, pursuant to which an aggregate of 24,026,719 Common Shares and 12,900,000 stock options were placed in escrow. In addition, an aggregate of 28,160,000 Common Shares to be issued to former shareholders of OBL are subject to seed share resale restrictions in accordance with Section 10 of TSXV Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions, pursuant to which such shares shall be subject to a four-month hold with 20% released on the date of the Final Exchange Bulletin and a further 20% released each month thereafter. Furthermore, an aggregate of 3,048,538 Common Shares to be held by certain shareholders of the Company are subject to voluntary resale restrictions under the terms of the Merger Agreement, pursuant to which such shares shall be subject to an 18-month hold with 34% released on the date of the final TSXV bulletin and a further 22% released every six months thereafter.

 

Additional Information

 

For more information on the Transaction, please see the Company’s news releases dated September 12, 2024, April 1, 2025, May 8, 2025, August 14, 2025, October 9, 2025 and December 11, 2025, as well as the Filing Statement, each filed under the Company’s profile on SEDAR+ at www.sedar.ca.

 

About One Bullion Ltd.

 

Established in 2018, One Bullion is a gold exploration company headquartered in Toronto, Ontario. The Company owns three exploration projects covering an aggregate of 8,004 km² of land in the country of Botswana. One Bullion is focused on becoming a world-class mining and exploration company, committed to environmental stewardship, supporting local communities in Botswana, and delivering long-term value to its stakeholders.

 

Posted December 18, 2025

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