Imperial Announces up to $53 million Non-Brokered Private Placement of Debentures
December 09 2022 - 9:11PM
Imperial Metals Corporation (“Imperial” or the
“Company”) (TSX:III) announces its intention to secure additional
financing for ongoing operations at the Mount Polley mine and
continued exploration and feasibility study work at the Red Chris
mine by way of a non-brokered private placement of up to $53
million aggregate principal amount of non-convertible Debentures
(the “Debentures”).
The Debentures will have a 4 year term ending
December 16, 2026. The Company intends to issue 6,625,000 warrants
which will be exercisable into common shares of the Company at a
price of $2.10, subject to all required shareholder and regulatory
approvals. Interest at 10% per annum will be payable semi-annually
in cash with the first payment due on June 16, 2023. Should the
warrants not receive the requisite approvals, interest on the
Debentures will increase to 12% per annum. N. Murray Edwards, the
largest shareholder of the Company, has advised that he intends to
purchase at least $40 million of the Debentures.
The issuance of the Debentures involves certain
related parties (as such term is defined under Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions (“MI 61-101”)), including Mr. Murray Edwards,
which constitutes related party transactions under MI 61-101. These
transactions are exempt from the formal valuation requirement of
Section 5.4 of MI 61-101 and the minority approval requirement of
Section 5.6 of MI 61-101 as neither the fair market value of the
Debentures issued to related parties, nor the consideration for
such Debentures, exceed 25% of the Company’s market
capitalization.
This news release does not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of the Debentures, 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.
At Mount Polley the highest monthly copper and
gold production to date since restart was achieved with 1.78
million pounds of copper and 2,639 ounces of gold being produced in
November. The operation is still being impacted by unanticipated
electrical failures which have reduced mill throughput rates.
However, with pebble mill #3 now operational, copper and gold
recoveries in November were in line with historical recoveries and
the highest since restart at 76.9% for copper and 69.8% for
gold.
About Imperial
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.
Company Contacts
Brian Kynoch | President |
604.669.8959Darb S. Dhillon | Chief Financial Officer |
604.669.8959
Cautionary Note Regarding
Forward-Looking Statements
Certain information contained in this news
release are not statements of historical fact and are
“forward-looking statements” or “forward-looking information”
within the meaning of applicable securities legislation.
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, statements regarding the Company’s business and operations; the
size, terms, timing, interest payable and expected purchasers with
respect to the private placement of the Debentures; the number of
warrants issuable; obtaining required shareholder and regulatory
approvals; costs and required work for the Mount Polley
rehabilitation; and metal production guidance and estimates.
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.
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.
In making the forward-looking statements in this
news release, the Company has applied certain factors and
assumptions that are based on information currently available to
the Company. These factors and assumptions include the assumption
that the private placement of the Debentures will be completed on
the announced terms and obtaining the required shareholder and
regulatory approvals. Additionally, forward-looking information
involve a variety of known and unknown risks, uncertainties and
other factors which may cause the actual plans, intentions,
activities, results, performance or achievements of the Company to
be materially different from any future plans, intentions,
activities, results, performance or achievements expressed or
implied by such forward-looking statements. Such risks include,
without limitation, unanticipated costs as well as the risk 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 at www.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, many of which are beyond the Company’s ability to control
or predict. 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 and all forward-looking statements in
this news release are qualified by these cautionary statements.
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