Mr. Stephen McCoach reports

IMPERIAL GINSENG PROVIDES UPDATE ON TRANSACTION WITH ONE BULLION

Imperial Ginseng Products Ltd. has provided an update with respect to its previously announced reverse takeover transaction with One Bullion Ltd., a private arm's-length Ontario incorporated gold exploration company headquartered in Toronto, Ont., with projects located in Botswana, pursuant to the terms of a merger agreement dated Sept. 11, 2024, as amended, with One Bullion and 1000975360 Ontario Inc. (NewCo), a newly incorporated wholly owned Ontario subsidiary of the company.

Transaction update

The company and One Bullion continue to conduct due diligence and work toward the closing of the transaction. In connection with these efforts, the parties have agreed to extend the date by which the transaction must close from March 31, 2025, to June 30, 2025.

Concurrent financing

In connection with the transaction, the company and One Bullion, due to various market conditions, have also agreed to amend the terms of the previously announced concurrent financing. Accordingly, the concurrent financing is to be a brokered financing to raise minimum gross proceeds of $3-million and a maximum of $5-million (subject to an increase pursuant to a 25-per-cent overallotment option) by way of the issuance of subscription receipts of One Bullion, at a price of 45 cents per subscription receipt, to be issued pursuant to a subscription receipt agreement to be entered into by One Bullion, and ArcStone Capital, as lead agent, and a subscription receipt agent. Pursuant to the subscription receipt agreement, each subscription receipt will automatically convert, without any further action by the holder thereof and for no additional consideration, into one unit of One Bullion, upon the satisfaction of certain release conditions to occur prior to June 30, 2025, which release conditions shall be set forth in the subscription receipt agreement. Each OBL unit will consist of one common share and one share purchase warrant of One Bullion, with each OBL warrant entitling the holder thereof to acquire one additional OBL share at an exercise price of 70 cents per OBL warrant share for a period of two years from the closing date of the concurrent financing, provided that, in the event that the closing price of the OBL shares (or the common shares of the company following completion of the transaction) is equal to or exceeds $1 per share for any 10 consecutive trading days on the TSX Venture Exchange (or such other recognized Canadian securities exchange), the expiry date of the outstanding OBL warrants may be accelerated by providing 30 days notice pursuant to the dissemination of a press release announcing such accelerated expiry date, and, in such case, the outstanding OBL warrants will expire on the 30th day after the date of such notice.

Pursuant to the merger agreement, upon the closing of the transaction, it is intended that the OBL shares and OBL warrants issued upon the due conversion of the subscription receipts will automatically be exchanged on a one-for-one basis into common shares and share purchase warrants of Imperial Ginseng, in each case as constituted after giving effect to a consolidation of the outstanding common shares of Imperial Ginseng on a 0.333333-for-one basis as contemplated by the merger agreement.

The transaction is subject to the approval of the TSX Venture Exchange and is intended to constitute the RTO of the company by One Bullion as defined in TSX-V Policy 5.2 (Change of Business and Reverse Takeovers). The combined company that will result from the completion of the transaction will be renamed such name as agreed to by One Bullion. Subject to TSX-V approval, the common shares of the resulting issuer will trade on the TSX-V under a new trading symbol to be determined by the parties, and the resulting issuer will seek to be listed as a Tier 2 mining issuer.

The transaction is an arm's-length transaction (as such term is defined in TSX-V Policy 1.1 (Interpretation)) and, in connection with the announcement of the transaction, trading in the common shares of the company has been halted and is expected to remain halted until the closing of the transaction.

For more information on the transaction and the terms of the merger agreement, please see the company's news release dated Sept. 12, 2024, filed under the company's profile on SEDAR+.

About One Bullion Ltd.

Established in 2018, One Bullion is a gold exploration company, headquartered in Toronto, Ont., which owns three exploration projects covering an aggregate of 8,004 square kilometres of land in the country of Botswana. One Bullion's primary focus is to become a world-class mining and exploration enterprise while making a conscientious effort to do what is best for the environment and the local communities in Botswana while, at the same time, ensuring a profitable future for its stakeholders.

Additional information

All information contained in this news release with respect to the company and One Bullion 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, TSX Venture Exchange acceptance and, if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. 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 management information circular or 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.

About Imperial Ginseng Products Ltd.

The company is currently seeking new business opportunities and remains committed to providing investors with future value.

We seek Safe Harbor.