Imperial Metals Corporation (the "Company")
(TSX:III) announces that it will conduct a rights offering (the
"Rights Offering") to raise gross proceeds of up to approximately
C$53,730,456 through the issuance of rights ("Rights") to subscribe
for an aggregate of 17,674,492 common shares of the Company
("Common Shares") at a subscription price of C$3.04 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 19, 2022 (the
"Rights Offering Circular").
The Company intends to use all of the proceeds
from the Rights Offering to pay down its existing credit facility
and will make subsequent draw downs to fund capital expenditures at
the Red Chris mine and for general working capital purposes.
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 and exploration activities.
The Rights Offering is being made to the holders
of Common Shares of record at the close of business (Pacific Time)
on May 31, 2022.
The Company will issue one Right for each
outstanding Common Share. Each Right will be exercisable to acquire
0.125 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 1,250 shares (10,000 x 0.125) for an aggregate price of C$3,800
(1,250 x C$3.04).
The Rights will trade on the Toronto Stock
Exchange under the symbol "III.RT.A" commencing on May 31, 2022 and
will trade until 9:00 a.m. (Pacific Time) on June 24, 2022. The
Rights will expire at 2:00 p.m. (Pacific Time) on June 24, 2022
(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 ImperialImperial 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. Imperial also
holds a portfolio of 23 greenfield exploration properties in
British Columbia
Company ContactsBrian Kynoch |
President | 604.669.8959Darb S. 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, including the timing and completion of the Rights
Offering, the intended use of proceeds raised under the Rights
Offering and statements regarding subsequent draw downs of the
Company’s existing credit facility and intended use of funds with
respect to any such draw down. 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, amongst other things, assumptions
that: the Company will receive all necessary regulatory, stock
exchange and third party approvals in respect of the Rights
Offering; 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 Rights Offering; risks that
could cause the Company to allocate the proceeds of the Rights
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.
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