Imperial Announces $16.8 Million Private Placement
16 Août 2023 - 12:34AM
Imperial Metals Corporation (the “Company” or
“Imperial”) (TSX:III) is pleased to
announce a non-brokered private placement of up to 7,000,000 common
shares of the Company (“
Shares”) at a price of
$2.40 per Share for gross proceeds of up to $16,800,000
(collectively, the “
Private Placement”).
The proceeds from the Private Placement are
intended to be used to fund the operation and development at the
Company’s Red Chris mine and for general working capital
purposes.
Closing of the Private Placement is anticipated
to occur in stages with final closing on or about August 31, 2023
and is subject to certain conditions including, but not limited to,
the receipt of all applicable regulatory approvals including
approval of the Toronto Stock Exchange (the
“TSX”). All securities issued in connection with
the Private Placement will be subject to a four-month hold period
from the closing date under applicable Canadian securities laws, in
addition to such other restrictions as may apply under applicable
securities laws of jurisdictions outside Canada.
N. Murray Edwards has agreed to purchase up to
$8.40 million (up to 3,500,000 Shares) and directors and officers
of the Company have agreed to purchase up to $1.10 million (up to
458,000 Shares). Such participation is considered a related party
transaction within the meaning of Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The related party
transaction will be exempt from minority approval, information
circular and formal valuation requirements pursuant to the
exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101,
as neither the fair market value of the gross securities to be
issued under the Private Placement nor the consideration to be paid
by the insiders will exceed 25% of the Company's market
capitalization.
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 (the “U.S.
Securities Act”), or under the applicable securities laws
of any state in the United States (as defined in Regulation S under
the U.S. Securities Act) and may not be offered or sold within the
United States 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.
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. 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 relating to the
Company’s plans to conduct the Private Placement and the
anticipated use of the proceeds of the Private Placement.
In certain cases, forward-looking statements can
be identified by the use of words such as “planning”, "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,
and that “up to” an amount may be obtained. 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 as well as the Company’s current beliefs and
assumptions, including but not limited to, that the Company's
financial condition and development plans do not change as a result
of unforeseen events, and that the Company will receive all
required regulatory approvals, including TSX approval, for the
Private Placement.
Forward-looking statements are subject to a
variety of risks and uncertainties and other factors that could
cause plans, estimates and actual results to vary materially from
those projected in such forward-looking statements. Factors that
could cause the forward-looking statements in this news release to
change or to be inaccurate include, but are not limited to, failure
of the Private Placement to be arranged on the proposed terms or at
all; unanticipated delays in obtaining or failure to obtain
regulatory or TSX approvals; general economic, market or business
conditions; and changes in the Company's financial condition and
development plans. These factors 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 are filed and available for review on SEDAR at
www.sedar.com.
Although the Company has attempted to take into
account important factors that could cause actual costs or results
to differ materially, there may be other factors that cause actual
results not to be as anticipated, estimated or intended. There can
be no assurance that such statements will prove to be accurate as
actual results and future events could differ materially from those
anticipated in such statements. The forward-looking statements
included in this release are expressly qualified in its entirety by
this cautionary statement. Accordingly, readers should not place
undue reliance on forward-looking statements. The Company
undertakes no obligation to update these forward-looking
statements, other than as required by applicable law.
Imperial Metals (TSX:III)
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