17:57:33 EDT Thu 18 Apr 2024
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or Name
USA
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Imperial Metals Corp (2)
Symbol III
Shares Issued 95,404,892
Close 2017-11-20 C$ 2.65
Market Cap C$ 252,822,964
Recent Sedar Documents

Imperial Metals arranges $42.4-million rights offering

2017-11-21 00:47 ET - News Release

Mr. Brian Kynoch reports

IMPERIAL ANNOUNCES RIGHTS OFFERING

Further to the news releases dated Oct. 27, 2017, and Nov. 2, 2017, Imperial Metals Corp. will conduct a rights offering to raise net proceeds of up to approximately $42.4-million, through the issuance of rights to subscribe for an aggregate of 19,080,978 common shares of the company at a subscription price of $2.25 per common share.

The offering is being made to all existing shareholders in eligible jurisdictions, as disclosed in company's rights offering circular (referred to herein).

The following insiders have agreed to exercise all of their rights and to cause their affiliates to do so: N. Murray Edwards, a significant shareholder of the company; Brian Kynoch, the president of the company; and Larry Moeller, a director of the company. The rights to be issued to the committed insiders and their affiliates represent approximately 43 per cent of the rights offering. Fairholme Capital Management LLC has advised that, subject to the exercise of its fiduciary duties and applicable regulatory and other restrictions, it intends to exercise the rights to be received by certain funds or accounts over which Fairholme exercises discretionary management authority.

The company has entered into a standby guarantee agreement with Mr. Edwards and East Lane LLC (the guarantors). Mr. Edwards is the largest shareholder of the company. The investments of East Lane are managed by Fairholme, and the common shares of the company held by East Lane are under the direction or control of Fairholme.

Subject to and in accordance with the terms of the standby agreement, the company may require the guarantors to purchase the common shares issuable under the rights offering, which remain unsubscribed for by the holders of the rights, in the following proportions: Mr. Edwards: 70 per cent and East Lane: 30 per cent. As compensation for performing their obligations under the standby agreement, the company expects to pay the guarantors a cash fee equal to 3 per cent of the gross proceeds of the portion of the offering they are each guaranteeing, which excludes proceeds from the exercise of rights issued in respect of common shares owned by the guarantors, the committed insiders or their respective affiliates, and also excludes common shares under the direction or control of Fairholme.

The persons who currently hold 10 per cent or more of the company's common shares or would own 10 per cent or more upon completion of the rights offering are anticipated to be as set out in the attached table.

                           SHAREHOLDERS HOLDING OR WOULD HOLD 10 PER CENT OF SHARES

Name and address of shareholder   Shares held before rights offering   Shares held after rights offering (1)
                                      Number           %                   Number            %

N. Murray Edwards and
Edco Capital Corp.                36,750,980      38.52%               51,735,396       45.19%
Fairholme Capital Management
LLC (2)                           21,742,282      22.79%               25,014,091       21.85%

(1) Assumes:
- No rights are exercised by persons other than the committed insiders and their respective 
affiliates; 
- Fulfilment of the standby guarantee.
(2) Represents shares held by funds and accounts managed by Fairholme on a discretionary 
basis, over which Fairholme has direction or control, including common shares held by East 
Lane.

Mr. Edwards has advised that the securities to be acquired under the rights offering are being acquired for investment purposes, and he intends to evaluate his investment in the company and to increase or decrease his beneficial shareholdings from time to time, as he may determine appropriate, for investment purposes.

A copy of the early warning report being filed by Mr. Edwards may be obtained by contacting Sabine Goetz at 604-488-2657.

The company intends to use a significant portion of the proceeds from the rights offering on capital expenditures and general working capital purposes. Included within capital expenditures are costs associated with relocating mobile equipment from the Huckleberry mine to the Red Chris mine to increase the mining rate, changeout of major components, deferred stripping and dredging of the tailings from the Springer pit at the Mount Polley mine. Included within the category, general working capital purposes, are general working capital requirements for all of the company's business operations, including interest payments in respect of the company's outstanding senior credit facility and the second-lien credit facility, senior unsecured notes, and other corporate indebtedness, general corporate and administrative activities, and general exploration activities.

The offering is being made to the holders of Imperial's common shares of record at the close of business Pacific Time on Nov. 23, 2017.

The company will issue one right for each outstanding common share. Each right will be exercisable to acquire 0.2 common share of the company, upon payment of the subscription price per common share. Fractional shares will not be issued, and any fractions will be rounded down to the nearest whole number. To illustrate: an eligible holder of 10,000 shares as of the record date would be issued 10,000 rights, which would entitle the holder to subscribe for 2,000 shares (10,000 times 0.2) for an aggregate price of $4,500 (2,000 times $2.25).

The rights will trade on the Toronto Stock Exchange under the symbol III.RT commencing on Nov. 22, 2017, and will trade until 9 a.m. Pacific Time on Dec. 22, 2017. The rights will expire at 2 p.m. Pacific Time on Dec. 22, 2017, after which time unexercised rights will be void and of no value. Shareholders who fully exercise their rights will be entitled to subscribe for additional shares in the rights offering, if available, as a result of unexercised rights prior to the expiry time, subject to certain limitations set out in Imperial's rights offering circular.

A rights offering notice and rights certificate will be mailed to each registered shareholder of the company resident in Canada and certain other eligible jurisdictions as at the record date. Registered shareholders who wish to exercise their rights must forward the completed rights certificate, together with the applicable funds, to the rights agent, Computershare Investor Services Inc., on or before the expiry time. Eligible shareholders who own their shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.

Further details of the rights offering are contained in the company's rights offering circular, which has been filed on SEDAR under the company's profile and may also be obtained at the company's website, from your dealer representative or by contacting the chief financial officer at 604-488-2666, or by e-mail at adeepwell@imperialmetals.com. The company is also registering the offer and sale of the shares issuable on exercise of the rights on a Form F-7 registration statement under the U.S. Securities Act of 1933, as amended. Shareholders in the United States should also review the company's registration statement on Form F-7, which has been filed with the U.S. Securities and Exchange Commission and can be found at the SEC website and may also be obtained by contacting the chief financial officer at 604-488-2666 or by e-mail at adeepwell@imperialmetals.com.

The offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the acceptance of the Toronto Stock Exchange.

About Imperial Metals Corp.

Imperial is a Vancouver-based exploration, mine development and operating company. The company, through its subsidiaries, owns the Red Chris, Mount Polley and Huckleberry copper mines in British Columbia. Imperial also holds a 50-per-cent interest in the Ruddock Creek lead/zinc property in British Columbia.

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