Imperial Ginseng extends RTO closing deadline

Mr. Stephen McCoach reports IMPERIAL GINSENG PROVIDES FURTHER UPDATE ON TRANSACTION WITH ONE BULLION Further to its news releases on May 8 and Aug. 14, 2025, Imperial Ginseng Products Ltd. has provided a further update with respect to its previously announced reverse takeover transaction with One Bullion Ltd. (OBL), a private arm's-length Ontario-incorporated gold exploration company headquartered in Toronto, Ont., with projects located in Botswana. The transaction is governed by a merger agreement dated Sept. 11, 2024, as amended, between the company, OBL and 1000975360 Ontario Inc. (NewCo), a newly incorporated wholly owned Ontario subsidiary of the company. The company is pleased to announce that it has recently received conditional approval of the TSX Venture Exchange with respect to the transaction and, upon closing, the combined company that will result from the completion of the transaction will be listed as a Tier 2 mining issuer on the TSX-V. The transaction is intended to constitute a reverse takeover of the company by OBL, as defined in TSX-V Policy 5.2, Changes of Business and Reverse Takeovers. Completion of the transaction is subject to the satisfaction of certain closing conditions as set out in the merger agreement and in the conditional approval letter provided by the TSX-V. The company is not required to obtain shareholder in connection with the transaction pursuant to Policy 5.2 as: (i) the transaction is not a related party transaction and no other circumstances exist which may compromise the independence of the company or other interested parties with respect to the transaction; (ii) the TSX-V has confirmed that, in its view, the company is without active operations; (iii) the company is not and will not be subject to a cease trade order and will not otherwise be suspended from trading on completion of the transaction; and (iv) shareholder approval of any aspect of the transaction is not required under applicable corporate or securities laws. Transaction update In connection with the foregoing, the parties have amended certain terms of the transaction as follows: The parties have agreed to extend the date by which the transaction must close from Sept. 30, 2025, to Nov. 28, 2025; The company, OBL and the agents (as defined below) have agreed to amend the terms of the previously announced concurrent financing being conducted in conjunction with the transaction as further set out below. The transaction structure The transaction is set to be effected by way of a three-cornered amalgamation, without court approval, under the provisions of the Business Corporations Act (Ontario), pursuant to which: (i) the company will complete a consolidation of its issued and outstanding common shares on the basis of one new Imperial share for every 1.25 old Imperial shares; (ii) NewCo and OBL will amalgamate to form a new amalgamated entity, which will continue as a wholly owned subsidiary of the company and carry on the business of OBL; and (iii) the former shareholders of OBL (other than dissenting OBL shareholders) shall receive one Imperial share (on a postconsolidation basis) for each common share of OBL held (including all OBL shares issued pursuant to the concurrent financing and upon the due conversion of certain convertible debentures of OBL). Also, at the time of closing of the transaction, pursuant to the terms of the merger agreement: Each share purchase warrant of OBL shall thereafter entitle the holder thereof to receive, upon exercise thereof, one postconsolidation Imperial share in lieu of one OBL share and otherwise on substantially the same terms and conditions. Each option to purchase OBL shares shall be cancelled and thereafter all holders of OBL options shall receive, as consideration for their OBL options, an equal number of replacement stock options of the company governed by a new equity incentive plan to be adopted by the resulting issuer at the time of closing, subject to TSX-V acceptance, each entitling the holder to acquire, upon exercise thereof, one postconsolidation Imperial share in lieu of one OBL share and otherwise on substantially the same terms and conditions as the OBL options replaced. Amended concurrent financing terms In connection with the transaction, OBL intends to complete the concurrent financing, which shall be a brokered concurrent financing of a minimum of 13,888,888 and a maximum of 27,777,777 subscription receipts at a price of 36 cents per subscription receipt to raise minimum gross proceeds of $5-million and maximum gross proceeds of $10-million, subject to increase by up to 25 per cent pursuant to an overallotment option. The concurrent financing will be effected pursuant to an agency agreement to be entered into with Sentinel Financial Management Corp., as lead agent, and a syndicate of agents. The gross proceeds of the concurrent financing, less the commission and expenses payable to the agents pursuant to the agency agreement, shall be deposited into escrow with a mutually acceptable escrow agent. In the event that certain release conditions in connection with the subscription receipts are satisfied on or prior to Nov. 28, 2025: (i) the subscription receipts shall, without any further action on behalf of any holder thereof or consideration, convert into units of OBL; and (ii) the escrowed funds shall be released from escrow to OBL. In the event that the release conditions are not satisfied on or prior to Nov. 28, 2025, the purchase price paid for the subscription receipts shall be refunded to the subscribers in the concurrent financing without interest or deduction, the subscription receipts shall be cancelled and no party shall have any further obligations in respect thereof. Each OBL unit issuable upon conversion of the subscription receipts shall consist of one OBL share and one common share purchase warrant of OBL. Each whole OBL CF warrant will entitle the holder thereof to acquire one OBL share at an exercise price of 48 cents until the date that is 24 months following the closing of the concurrent financing, provided that in the event that the closing price of the OBL shares (or the postconsolidation Imperial shares following completion of the transaction) is equal to or exceeds $1 per share for any 10 consecutive trading days on the TSX-V (or such other recognized Canadian securities exchange), OBL (or the resulting issuer following completion of the transaction) may accelerate the expiry date of the outstanding OBL CF warrants by providing 30 days of notice pursuant to the dissemination of a press release announcing such accelerated expiry date, and, in such case, the outstanding OBL CF warrants will expire on the 30th day after the date of such notice. Pursuant to the agency agreement, OBL has agreed to issue to the agents such number of broker warrants as is equal to 8 per cent of the number of subscription receipts sold in the concurrent financing. Each OBL broker warrant shall be exercisable to acquire one OBL share at an exercise price of 36 cents per share until the date that is 24 months following the closing of the concurrent financing, subject to the acceleration right. The net proceeds of the concurrent financing will be used for general working capital purposes. Assuming the completion of the transaction as well as the minimum offering amount of the concurrent financing and that no convertible securities of the company or OBL are exercised prior to closing, approximately 179,770,596 common shares of the resulting issuer are expected to be issued and outstanding immediately following the closing of the transaction, of which approximately 88.8 per cent of the resulting issuer shares will be held by the former OBL shareholders (other than subscribers in the concurrent financing), approximately 3.4 per cent of the resulting issuer shares will be held by existing shareholders of the company, and approximately 7.7 per cent of the resulting issuer shares will be held by the subscribers under the concurrent financing. Sponsorship Sponsorship of the transaction is required by the TSX-V unless exempt or waived in accordance with TSX-V policies. The TSX-V has granted a waiver from the sponsorship requirements in connection with the transaction. Additional information For more information on the transaction and the terms of the merger agreement, please see the company's news releases dated Sept. 12, 2024, April 1, 2025, May 8, 2025, and Aug. 14, 2025, filed under the company's profile on SEDAR+. 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 TSX-V 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 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.