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Imperial Closes $47 Million Non-Brokered Private Placement of Convertible Debentures

Press Release

Vancouver | August 31, 2022 | Imperial Metals Corporation (the “Company” or “Imperial”) (TSX:III) is pleased to announce that further to its news release dated August 5, 2022, the Company has closed its non-brokered private placement (the “Private Placement”) of unsecured convertible debentures (the “Convertible Debentures”) with an aggregate principal amount of $47 million, up from the $45 million previously announced.

Each $3.20 of the principal amount of the Convertible Debentures is convertible into one common share of the Company. The Convertible Debentures are not callable unless the closing price of the 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 with the first payment due on February 28, 2023. The Convertible Debentures mature on August 30, 2027.

A maximum of 14,687,500 common shares will be issued if all of the Convertible Debentures are converted into common shares of the Company.

  1. Murray Edwards purchased $32.5 million of the Convertible Debentures. In addition, directors and officers of the Company purchased $2.25 million of the Convertible Debentures. Such participation is considered to be a “related party transaction” as defined under Multilateral Instrument MI 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation.

The proceeds from the Private Placement are intended to be used for general working capital purposes.

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, or under state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons 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.

Shareholdings of N. Murray Edwards

  1. Murray Edwards beneficially owns and controls 69,375,775 common shares of the Company, representing 44.80% of the Company’s issued and outstanding common shares as of the date hereof. If Mr. Edwards were to be the only debenture holder to convert his debentures into common shares pursuant to the terms of the debenture, he would beneficially own and control 79,532,025 common shares of the Company representing 48.19% of the Company’s issued and outstanding common shares. If all debenture holders, including Mr. Edwards were to convert their debentures into common shares, Mr. Edwards holdings would represent 46.91% of the Company’s issued and outstanding common shares. The debentures were acquired by Mr. Edwards for investment purposes and he may acquire or dispose of securities of the Company in the future depending on market conditions, reformulation of plans and/or other relevant factors, in each case in accordance with applicable securities laws. This portion of the news release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed on SEDAR (www.sedar.com) by Mr. Edwards containing additional information with respect to the foregoing matters. A copy of the early warning report may be obtained directly from the Company upon request at the telephone number below

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 | 604.669.8959
Darb S. Dhillon | Chief Financial Officer | 604.669.8959

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