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Imperial Plans to Issue up to $45 Million of Non-Convertible Debentures

Press Release

Vancouver | February 6, 2024 | Imperial Metals Corporation (the “Company” or “Imperial”) (TSX:III) is pleased to announce that it plans to issue unsecured non-convertible debentures (the “Debentures”), with an aggregate principal amount of up to $45,000,000 on a non-brokered private placement basis (the “Private Placement”).

The Debentures have a maturity date of November 1, 2025 and bear interest at a rate of 12.0% per annum, with interest paid semi-annually in cash, with the first payment due September 1, 2024. The Debentures have an early redemption premium of 2% payable on the principal amount outstanding if the Company chooses to redeem them prior to maturity. In addition, on February 1, 2024, N. Murray Edwards agreed to purchase $10,000,000 in other debentures that also bear interest at a rate of 12.0% per annum and have a maturity of March 1, 2024. These other debentures will be repaid with the proceeds of the Debentures.

The proceeds of the Private Placement are intended to be used to repay outstanding debentures in the amount of $43,675,000 (plus accrued interest) maturing on March 1, 2024 and for working capital purposes.

N. Murray Edwards has agreed to purchase up to $35,000,000 of the Debentures, and directors and officers of the Company are expected to purchase an aggregate of up to $1,800,000 of the Debentures. Such participation is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”) Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied on the exemption from the minority shareholder approval requirement of MI 61-101 contained in section 5.7(1)(f) of MI 61-101 in respect of such insider participation.

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.

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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