Imperial Ginseng, One Bullion extend RTO to Sept. 30

Executive Summary

• Imperial Ginseng Products Ltd. provides an update on its previously announced reverse takeover transaction with One Bullion Ltd., including amendments to the transaction structure, share consolidation, and closing timeline.
• The transaction involves a share consolidation of 1 Imperial share for every 1.25 old shares and extends the closing deadline from July 31, 2025, to September 30, 2025.
• The transaction structure includes a three-cornered amalgamation where One Bullion shareholders receive Imperial shares, and a concurrent brokered financing is amended to raise between $3 million and $10 million.

Key Details

• Transaction Structure: Three-cornered amalgamation under the Business Corporations Act (Ontario). NewCo and One Bullion amalgamate to form a wholly owned subsidiary of Imperial Ginseng.
• Share Consolidation: Imperial Ginseng will consolidate issued and outstanding shares on a basis of one new share for every 1.25 old shares.
• Closing Date Extension: The deadline to close the transaction has been extended from July 31, 2025, to September 30, 2025.
• Consideration for One Bullion Shareholders: Imperial Ginseng will issue an aggregate of 157,372,048 post-consolidation shares to One Bullion shareholders.
• Valuation: The aggregate cash value of the consideration is $56,653,937, based on an issue price of 36 cents per Imperial share.
• Warrant Treatment: One Bullion share purchase warrants will entitle holders to receive one Imperial post-consolidation share upon exercise, on substantially the same terms.
• Option Treatment: One Bullion options are cancelled; holders receive an equal number of replacement stock options under a new equity incentive plan, entitling holders to acquire one Imperial post-consolidation share.
• Concurrent Financing Terms:
  • Type: Brokered concurrent financing.
  • Size: Minimum 8,333,333 units; Maximum 27,777,777 units.
  • Price: 36 cents per subscription receipt.
  • Proceeds: Minimum gross proceeds of $3 million; Maximum gross proceeds of $10 million.
  • Overallotment: Subject to increase by up to 25%.
  • Escrow: Gross proceeds less commissions/expenses deposited into escrow. Funds released to One Bullion if release conditions are satisfied by Sept 30, 2025. If not satisfied, funds refunded to subscribers.
• Financing Warrants:
  • Each unit consists of one One Bullion share and one common share purchase warrant.
  • Exercise Price: 48 cents per share.
  • Expiry: 24 months following closing of the concurrent financing.
  • Acceleration: If closing price $\ge$ $1.00 for 10 consecutive trading days, expiry may be accelerated with 30 days' notice.
• Broker Warrants: Agents receive broker warrants equal to 8% of subscription receipts sold.
  • Exercise Price: 36 cents per share.
  • Expiry: 24 months following closing of the concurrent financing.
• Use of Proceeds: General working capital purposes.
• Post-Closing Share Count: Approximately 171,827,541 common shares expected to be issued and outstanding.
  • ~91.6% held by former One Bullion shareholders.
  • ~3.6% held by existing Imperial Ginseng shareholders.
  • ~4.8% held by concurrent financing subscribers.
• Management Changes:
  • New CEO: Adam Berk.
  • New COO: Arno Brand.
  • New CFO/Corp Sec: Sohail Thobani.
  • New Directors: Adam Berk, Arno Brand, Sheldon Inwentash, Adrian Morante, Stuart Hensman, Peter Sheppeard.
  • Current directors and officers are expected to resign.
• Regulatory Status: Transaction subject to TSX Venture Exchange approval. Trading in Imperial Ginseng shares has been halted and expected to remain halted until closing.
• One Bullion Assets: Owns three exploration projects in Botswana (Vumba, Kraaipan, Maitengwe) covering 8,004 square kilometres.
• Financials (One Bullion, 3 months ended March 31, 2025):
  • Assets: $2,310,475
  • Liabilities: $1,813,465
  • Revenues: Nil
  • Net Profits/Losses: Nil

Notable Quotes

• No direct quotes from the CEO/President were included in the provided text.