Subject: Imperial Ginseng Products Ltd.
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IMPERIAL AND ONE BULLION ANNOUNCE CLOSING OF
SUBSCRIPTION RECEIPT OFFERING
Vancouver, British Columbia - December 11, 2025 - Imperial Ginseng Products Ltd. (TSXV: IGP) ("Imperial" or the "Company") and One Bullion Limited ("OBL") are pleased to announce that Imperial and OBL have completed the previously announced brokered private placement of subscription receipts ("Subscription Receipts") for gross proceeds of $5,326,202 (the "Offering"). The Offering was completed in connection with the proposed business combination (the "Transaction") between Imperial and OBL detailed in the press releases of Imperial dated September 12, 2024, April 1, 2025, May 8, 2025, August 14, 2025 and October 9, 2025, pursuant to which the post-Consolidation common shares (the "Resulting Issuer Shares") of the resulting issuer (the "Resulting Issuer") shall be on the TSX Venture Exchange (the "TSXV"). Sentinel Financial Management Corp. (the "Agent") 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 (the "Consolidation"); and (ii) change its name to "One Bullion Limited" upon completion of the Transaction and has applied to be listed as a Tier 2 Mining Issuer on the TSXV under the ticker "OBUL". The Transaction is expected to be completed on or about December 16, 2025.
The Offering
Under the terms of the Offering and pursuant to an agency agreement (the "Agency Agreement") dated December 10, 2025, among Imperial, OBL and the Agent:
OBL issued and aggregate of 13,324,455 Subscription Receipts at a price of $0.36 per Subscription Receipt (the "Offering Price") for aggregate gross proceeds of $4,796,803; and
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 (the "Escrowed Proceeds"). In the event that specified release conditions (collectively, the "Release Conditions") are satisfied on or prior to December 31, 2025 (the "Termination Date"), (i) the Escrowed Proceeds shall be released to the Resulting Issuer; and (ii) each Subscription Receipt will automatically convert into: (i) one (1) common share of OBL or Imperial (on a post-Consolidation basis), as applicable; and (ii) one (1) common share purchase warrant (each, a "Warrant") of OBL or Imperial (on a post-Consolidation 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 $0.48 per Resulting Issuer Share for a period of two (2) 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 $0.36 per share for two (2) 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) December 10, 2025, and (ii) the date that OBL becomes a reporting issuer in any province or territory; and
all securities of Imperial issued pursuant to the Offering are subject to a hold period ending on April 11, 2026.
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 September 12, 2024, April 1, 2025, May 8, 2025, August 14, 2025 and October 9, 2025 as well as the Filing Statement of the Company prepared in accordance with the TSXV Policy 5.2 - Changes of Business and Reverse Takeovers, each filed under the Company's profile on SEDAR+.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements that constitute "forward-looking information" (collectively, "forward-looking information") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates, and projections as of the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events, or performance (often but not always using phrases such as "expects", "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budgets", "schedules", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events, or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information.
In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions, including that regulatory approvals for the Transaction will be received or the anticipated timing of closing of the Transaction and that the funds raised under the Offering will be used as described herein. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors may cause actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include but are not limited to: delay or failure to receive regulatory approvals; and general business, economic, competitive, political, and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information, or otherwise.
For further information, please contact:
Imperial Ginseng Products Ltd.
Stephen McCoach, Chief Executive Officer
T:(236) 479-0909
E: general@imperialginseng.com
One Bullion Limited
Adam Berk, Chief Executive Officer
401 Spadina Ave. Suite 130 Toronto, ON, M5V 2L4
T: (917) 690-7556
E: info@onebullion.com
All information contained in this news release with respect to the Company and OBL was supplied, for inclusion herein, by each respective party and each party and its directors and officers have relied on the other party for any information concerning such other party.
Completion of the Transaction is subject to a number of conditions, including but not limited to, final TSXV acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
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