Imperial Metals Corporation (the "Company")
(TSX:III) announces that it will conduct a rights offering (the
"Rights Offering") to raise net proceeds of up to approximately
C$60.2 million, through the issuance of rights ("Rights") to
subscribe for an aggregate of 12,853,267 common shares of the
Company ("Common Shares") at a subscription price of C$4.70 per
Common Share.
The Rights Offering is being made to all
existing shareholders in eligible jurisdictions, as disclosed in
the Company's rights offering circular dated May 18, 2021 (the
"Rights Offering Circular").
The following insiders (the "Committed
Insiders") have agreed to exercise all of their Rights and to cause
their affiliates to do so: N. Murray Edwards ("Edwards"), a
significant shareholder of the Company; Brian Kynoch, the President
of the Company; and Larry Moeller, a director of the Company. The
Rights to be issued to the Committed Insiders and their affiliates
represent approximately 45.2% of the Rights Offering.
The Company intends to use a significant portion
of the proceeds from the Rights Offering on its portion of the
operating and capital expenditures at the Red Chris mine, general
working capital purposes and to repay its short term debt. Included
within the category “general working capital purposes” are general
working capital requirements for all of the Company's business
operations, general corporate and administrative activities,
exploration activities, and preliminary work on reopening mines
currently in care and maintenance. The repayment of the Company's
short term debt relates to the unsecured short term debt incurred
in March 2021 in the amount of C$10,000,000 from an affiliate of a
major shareholder, N. Murray Edwards. The funds were used by the
Company to fund its share of the capital expenditures at the Red
Chris mine.
The Rights Offering is being made to the holders
of Common Shares of record at the close of business (Pacific Time)
on May 28, 2021.
The Company will issue one Right for each
outstanding Common Share. Each Right will be exercisable to acquire
0.1 Common Shares of the Company, upon payment of the subscription
price per Common Share (called the "Basic Subscription Privilege").
Fractional shares will not be issued and any fractions will be
rounded down to the nearest whole number. To illustrate: an
eligible holder of 10,000 shares as of the record date would be
issued 10,000 Rights, which would entitle the holder to subscribe
for 1,000 shares (10,000 x 0.1) for an aggregate price of C$4,700
(1,000 x C$4.70).
The Rights will trade on the Toronto Stock
Exchange under the symbol "III.RT" commencing on May 27, 2021 and
will trade until 9:00 a.m. (Pacific Time) on June 25, 2021. The
Rights will expire at 2:00 p.m. (Pacific Time) on June 25, 2021
(the "Expiry Time"), after which time unexercised Rights will be
void and of no value. Shareholders who fully exercise their Rights
will be entitled to subscribe pro rata for additional Common Shares
(the "Additional Common Shares") in the Rights Offering, if
available, as a result of unexercised Rights prior to the Expiry
Time, subject to certain limitations set out in the Rights Offering
Circular (the "Additional Privilege").
A rights offering notice ("Notice") and Rights
DRS advice statements ("Rights DRS") will be mailed to each
registered shareholder of the Company resident in Canada and
certain other eligible jurisdictions as at the record date.
Registered shareholders who wish to exercise their Rights must
forward the completed Rights DRS, together with the applicable
funds, to the Rights agent, Computershare Investor Services Inc.,
on or before the Expiry Time. Eligible shareholders who own their
Common Shares through an intermediary, such as a bank, trust
company, securities dealer or broker, will receive materials and
instructions from their intermediary.
Further details of the Rights Offering are
contained in the Rights Offering Circular, which will be filed on
SEDAR under the Company's profile at www.sedar.com and will be
available at the Company’s website at www.imperialmetals.com, from
your dealer representative or by contacting the Chief Financial
Officer at 604.488.2658 or by email at
darb.dhillon@imperialmetals.com. The Company is also registering
the offer and sale of the shares issuable on exercise of the Rights
on a Form F-7 registration statement under the U.S. Securities Act
of 1933, as amended. Shareholders in the United States should
also review the Company’s Registration Statement on Form F-7 which
will be filed with the United States Securities and Exchange
Commission and can be found at www.sec.gov and may also be obtained
by contacting the Chief Financial Officer at 604.488.2658 or by
email at darb.dhillon@imperialmetals.com.
The Rights Offering is subject to certain
conditions including, but not limited to, the receipt of all
necessary regulatory approvals, including the acceptance of the
Toronto Stock Exchange.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities, in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such
jurisdiction.
About Imperial
Imperial is a Vancouver based exploration, mine
development and operating company. The Company, through its
subsidiaries, owns a 30% interest in the Red Chris mine, and a 100%
interest in both the Mount Polley and Huckleberry copper mines in
British Columbia.
Company Contacts
Brian Kynoch | President
| 604.669.8959Darb Dhillon |
Chief Financial Officer | 604.488.2658
Forward-Looking Information and Risks
Notice
Certain information contained in this news
release are not statements of historical fact and are
"forward-looking" statements. Forward-looking statements relate to
future events or future performance and reflect Company
management's expectations or beliefs regarding future events and
include, but are not limited to, specific statements regarding the
Rights Offering, the stand-by commitment of Edwards and the
intended use of proceeds raised under the Rights Offering. In
certain cases, forward-looking statements can be identified by the
use of words such as “plans”, “expects” or “does not expect”, “is
expected”, “outlook”, “budget”, “scheduled”, “estimates”,
“forecasts”, “intends”, “anticipates” or “does not anticipate”, or
“believes”, or variations of such words and phrases or statements
that certain actions, events or results “may”, “could”, “would”,
“might” or “will be taken”, “occur” or “be achieved” or the
negative of these terms or comparable terminology. In this document
certain forward-looking statements are identified by words
including “guidance”, “expectations”, “targeted”, “plan”,
“planned”, “estimated”, “calls for” and “expected”. Forward-looking
information is not based on historical facts, but rather on then
current expectations, beliefs, assumptions, estimates and forecasts
about the business and the industry and markets in which the
Company operates, including assumptions that: the Company will
receive all necessary regulatory, stock exchange and third party
approvals in respect of the Rights Offering; the Committed Insiders
will exercise their Rights; the timing of the Rights Offering will
meet the Company’s expectations based on its business and
operational requirements; the Rights Offering will provide
sufficient liquidity to support the Company’s intended use of the
proceeds therefrom. Such statements are qualified in their entirety
by the inherent risks and uncertainties surrounding future
expectations. We can give no assurance that the forward-looking
information will prove to be accurate.
By their very nature forward-looking statements
involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of
the Company to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements. Such factors include, among others,
risks that the Rights Offering will not provide the expected
liquidity or benefits to the Company’s business or operations;
risks that required consents and approvals will not be received in
order to advance or complete the Rights Offering; uncertainties
relating to the cost of completing the Offering; risks that could
cause the Company to allocate the proceeds of the Offering in a
manner other than as disclosed, including all of the risks related
to the Company's business, financial condition, result of
operations and cash flows; and other risks of the mining industry
as well as those factors detailed from time to time in the
Company's interim and annual financial statements and management's
discussion and analysis of those statements, all of which are filed
and available for review on sedar.com. Although the Company has
attempted to identify important factors that could cause actual
actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors
that cause actions, events or results not to be as anticipated,
estimated or intended. There can be no assurance that
forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward looking statements.
Imperial Metals (TSX:III)
Historical Stock Chart
From Nov 2024 to Dec 2024
Imperial Metals (TSX:III)
Historical Stock Chart
From Dec 2023 to Dec 2024