Imperial Ginseng extends RTO closing deadline

Executive Summary

• Imperial Ginseng Products Ltd. has received conditional approval from the TSX Venture Exchange for its previously announced reverse takeover transaction with One Bullion Ltd. (OBL), a gold exploration company with projects in Botswana.
• The transaction structure involves a three-cornered amalgamation where OBL shareholders will receive Imperial shares, and the combined entity will list as a Tier 2 mining issuer on the TSX-V.
• Key terms have been amended, including an extension of the closing date to November 28, 2025, and updated terms for a concurrent brokered financing raising between $5 million and $10 million.

Key Details

• Regulatory Status: Received conditional approval from the TSX Venture Exchange; no shareholder approval is required under Policy 5.2 as the company is deemed to have no active operations and the transaction is not a related-party transaction.
• Transaction Structure:
  • Imperial shares will consolidate on a basis of 1 new share for every 1.25 old shares.
  • NewCo (Imperial subsidiary) and OBL will amalgamate to form a new wholly-owned subsidiary of Imperial.
  • OBL shareholders (excluding dissenters) receive 1 post-consolidation Imperial share for each OBL common share held.
  • OBL warrants remain exercisable for Imperial shares; OBL options are cancelled and replaced with equal numbers of Imperial options under a new equity incentive plan.
• Financing Terms:
  • Concurrent brokered financing of 13,888,888 to 27,777,777 subscription receipts at $0.36 per receipt.
  • Minimum gross proceeds: $5 million; Maximum gross proceeds: $10 million (subject to 25% overallotment).
  • Proceeds held in escrow until release conditions are met by Nov 28, 2025; otherwise, funds are refunded.
  • Each unit consists of one OBL share and one warrant.
  • Warrant Terms: Exercise price of $0.48 per share, exercisable for 24 months. Acceleration clause triggers if share price exceeds $1.00 for 10 consecutive trading days.
  • Broker Warrants: 8% of subscription receipts sold, exercisable at $0.36 per share for 24 months.
  • Use of Proceeds: General working capital.
• Post-Closing Ownership: Approximately 179,770,596 shares expected to be outstanding. Breakdown: ~88.8% former OBL shareholders, ~3.4% existing Imperial shareholders, ~7.7% concurrent financing subscribers.
• Timeline: Closing date extended from September 30, 2025, to November 28, 2025.
• Sponsorship: TSX-V granted a waiver from sponsorship requirements.

Notable Quotes

• None provided in the text.