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Vancouver | August 5, 2022 | Imperial Metals Corporation (the “Company”) (TSX:III) announces its intention to secure additional financing for the restart of the Mount Polley Mine by way of a non-brokered private placement of $45 million aggregate principal amount of convertible debentures (the “Convertible Debentures”).
The Mount Polley mine is currently operating at targeted production rates. However, the restart took longer than planned due to difficulties in hiring operating personnel, supply chain challenges and unanticipated electrical and mechanical work. This, together with lower copper prices, caused a shortfall in revenues compared to budget. In addition, the rights offering was not fully subscribed resulting in a shortfall in budgeted equity financing. Due to these reasons, the Company now seeks additional funding by way of a Convertible Debenture financing.
In the week following the repair of a key electrical component on July 27th, the concentrator produced concentrate containing approximately 336,000 pounds of copper and 550 ounces of gold against the budget for the initial week following start-up of 188,403 pounds of copper and 495 ounces of gold.
The Convertible Debentures will have a 5 year term ending August 31, 2027. Each $3.20 of the principal amount will be convertible into one common share of the Company. The Convertible Debentures are not callable unless the closing price of Company’s common shares exceeds 140% of the conversion price for at least 30 consecutive days. Interest at 8% per annum will be payable semi-annually in cash with the first payment due on February 28, 2023.
The conversion premium on the common share price under the Convertible Debenture is approximately 13.89% of the volume weighted average trading price of the common shares on the TSX for the 5 day period ending on August 5, 2022. Up to 14,062,500 common shares are expected to be issued if all the Convertible Debentures issuable were converted into common shares of the Company, subject to definitive terms and conditions and required approvals from the TSX. N. Murray Edwards, the largest shareholder of the Company, has advised that he intends to purchase between $30 million and $35 million of the Convertible Debentures.
The issuance of the Convertible 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. 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 Convertible Debentures issued to related parties, nor the consideration for such Convertible 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 Convertible 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.
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.
Brian Kynoch | President | 604.669.8959
Darb Dhillon | Chief Financial Officer | 604.669.8959
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