Mr. Stephen McCoach reports
IMPERIAL AND ONE BULLION ANNOUNCE CLOSING OF SUBSCRIPTION RECEIPT OFFERING
Imperial Ginseng Products Ltd. and One Bullion Ltd. (OBL) have completed the previously announced brokered private placement of subscription receipts for gross proceeds of $5,326,202. The offering was completed in connection with the proposed business combination between Imperial and OBL detailed in the news releases of Imperial dated Sept. 12, 2024, April 1, 2025, May 8, 2025, Aug. 14, 2025, and Oct. 9, 2025, pursuant to which the postconsolidation common shares of the resulting issuer shall be on the TSX Venture Exchange. Sentinel Financial Management Corp. acted as agent in connection with the offering.
The company intends to: (i) effect a consolidation of its issued and outstanding common shares on a 1:1.25 basis; and (ii) change its name to One Bullion Ltd. upon completion of the transaction, and has applied to be listed as a Tier 2 mining issuer on the TSX-V under the ticker OBUL. The transaction is expected to be completed on or about Dec. 16, 2025.
The offering
Under the terms of the offering and pursuant to an agency agreement dated Dec. 10, 2025, among Imperial, OBL and the agent:
- OBL issued and aggregate of 13,324,455 subscription receipts at a price of 36 cents per subscription receipt for aggregate gross proceeds of $4,796,803.
- Imperial issued an aggregate of 1,470,553 subscription receipts at the offering price for aggregate gross proceeds of $529,399.
The net proceeds of the offering will be used to support the completion of the transaction, and for exploration, working capital and general corporate purposes.
The net proceeds of the offering have been deposited into escrow with a mutually agreed upon escrow agent. In the event that specified release conditions are satisfied on or prior to Dec. 31, 2025: (i) the escrowed proceeds shall be released to the resulting issuer; and (ii) each subscription receipt will automatically convert into: (i) one common share of OBL or Imperial (on a postconsolidation basis), as applicable; and (ii) one common share purchase warrant of OBL or Imperial (on a postconsolidation basis), as applicable. Following the closing of the transaction, each common share of OBL shall be exchanged for one resulting issuer share and each warrant shall be exercisable into one resulting issuer share at a price of 48 cents per resulting issuer share for a period of two years from the date of issuance, subject to acceleration.
In the event the release conditions are not satisfied or waived on or before the termination date, the gross proceeds of the offering shall be returned to the purchasers pro rata without any deduction or interest, and the subscription receipts shall be automatically cancelled.
Pursuant to the agency agreement, OBL and Imperial paid aggregate cash commission of $55,977 and 211,049 compensation warrants to the agent and certain finders, each of which will entitle the holder following completion of the transaction to acquire one resulting issuer share at an exercise price of 36 cents per share for two years following the closing of the offering, subject to acceleration.
Unless permitted under securities legislation:
- All securities of OBL issued pursuant to the offering are subject to a hold period ending on the date that is four months and a day after the later of: (i) Dec. 10, 2025; and (ii) the date that OBL becomes a reporting issuer in any province or territory.
- All securities of Imperial issued pursuant to the offering are subject to a hold period ending on April 11, 2026.
About Imperial Ginseng Products Ltd.
The company is currently seeking new business opportunities and remains committed to providing investors with future value. Imperial is involved in a reverse takeover transaction with OBL, a gold exploration company with projects in Botswana.
Additional information
For more information on the transaction, please see the company's news releases dated Sept. 12, 2024, April 1, 2025, May 8, 2025, Aug. 14, 2025, and Oct. 9, 2025, as well as the filing statement of the company prepared in accordance with the TSX-V Policy 5.2, Changes of Business and Reverse Takeovers, each filed under the company's profile on SEDAR+.
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