Imperial Announces Closing of $16.8 Million Private Placement
01 Septembre 2023 - 12:29AM
Imperial Metals Corporation (the “Company” or
“Imperial”) (TSX:III) is pleased to
announce that it has closed its previously announced non-brokered
private placement of 7,000,000 common shares of the Company
(“
Shares”) at a price of $2.40 per Share for gross
proceeds of $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.
N. Murray Edwards purchased 3,500,000 Shares for
an aggregate of $8.4 million and directors and officers of the
Company purchased 753,000 Shares for an aggregate of $1.8 million.
The participation of Mr. Edwards and the directors and officers of
the Company (collectively, the "Interested
Parties") accounted for 60.8% of the proceeds from the
Private Placement. 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"). Notwithstanding
the foregoing, the directors of the Company have determined that
the Interested Parties’ participation in the Private Placement 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 Company did
not file a material change report 21 days prior to the closing of
the Private Placement as the details of the participation of
Interested Parties had not been confirmed at that time.
A 2% cash finder’s fee is payable on a portion
of the Private Placement to certain parties other than Interested
Parties.
All securities issued in connection with the
Private Placement are 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. The Private Placement is
subject to final acceptance of the Toronto Stock Exchange (the
"TSX").
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
anticipated use of the proceeds of the Private Placement and final
acceptance of the TSX.
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 will
use the proceeds of the Private Placement as currently anticipated
and that the Company will receive final acceptance from the
TSX.
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: general
economic, market and business conditions; changes in the Company's
financial condition and development plans; and that the Company
does not receive final acceptance from the TSX. 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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