Imperial Ginseng, One Bullion extend RTO to Sept. 30

Mr. Stephen McCoach reports IMPERIAL GINSENG PROVIDES UPDATE ON TRANSACTION WITH ONE BULLION Imperial Ginseng Products Ltd., further to its May 8, 2025, news release, has provided a further 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 company. The transaction is subject to the approval of the TSX Venture Exchange and is intended to constitute a reverse takeover 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 (thereafter referred to as the resulting issuer) will be renamed to a 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. 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 amended certain terms of the transaction, pursuant to which: The company will consolidate the issued and outstanding Imperial shares on the basis of one new Imperial share for every 1.25 old Imperial shares. The parties have agreed to extend the date by which the transaction must close from July 31, 2025, to Sept. 30, 2025. The company, One Bullion 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. 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 the consolidation; (ii) NewCo and One Bullion will amalgamate to form a new amalgamated entity that will continue as a wholly owned subsidiary of the company; and (iii) the former shareholders of One Bullion (other than dissenting One Bullion shareholders) shall receive one Imperial share (on a postconsolidation basis) for each common share of One Bullion held (including all One Bullion shares issued pursuant to the concurrent financing and upon the due conversion of certain convertible debentures of One Bullion). In total, it is anticipated that the company will issue an aggregate of 157,372,048 Imperial shares to the One Bullion shareholders in consideration for the One Bullion shares, exclusive of One Bullion shares issued pursuant to the concurrent financing, representing an aggregate cash value of $56,653,937 based on an issue price of 36 cents per Imperial share. Also at the time of closing of the transaction, pursuant to the terms of the merger agreement: Each share purchase warrant of One Bullion shall thereafter entitle the holder thereof to receive, upon exercise thereof, one Imperial postconsolidation share in lieu of one One Bullion share and otherwise on substantially the same terms and conditions. Each option to purchase One Bullion shares shall be cancelled and thereafter all holders of One Bullion options shall receive, as consideration for their One Bullion options, an equal number of replacement stock options of the company, governed by the a new equity incentive plan to be adopted by the resulting issuer at the time of closing, each entitling the holder to acquire, upon exercise thereof, one Imperial postconsolidation share in lieu of one One Bullion share, and otherwise on substantially the same terms and conditions as the One Bullion options replaced. Amended concurrent financing terms In connection with the transaction, One Bullion intends to complete the concurrent financing, which shall be a brokered concurrent financing of a minimum of 8,333,333 and a maximum of 27,777,777 subscription receipts at 36 cents per subscription receipt to raise minimum gross proceeds of $3-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 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 Sept. 30, 2025: (i) the subscription receipts shall, without any further action on behalf of any holder thereof or consideration, convert into units of One Bullion; and (ii) the escrowed funds shall be released from escrow to One Bullion. In the event that the release conditions are not satisfied on or prior to Sept. 30, 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 One Bullion unit issuable upon conversion of the subscription receipts shall consist of one One Bullion share and one common share purchase warrant of One Bullion. Each whole One Bullion CF (concurrent financing) warrant will entitle the holder thereof to acquire one One Bullion 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 One Bullion 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), One Bullion (or the resulting issuer following completion of the transaction) may accelerate the expiry date of the outstanding One Bullion CF warrants by providing 30 days of notice pursuant to the dissemination of a news release announcing such accelerated expiry date, and, in such case, the outstanding One Bullion CF warrants will expire on the 30th day after the date of such notice. Pursuant to the agency agreement, One Bullion 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 One Bullion broker warrant shall be exercisable to acquire one One Bullion share at 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 and as further set forth in the filing statement to be prepared in connection with the transaction. About One Bullion Ltd. One Bullion, a gold exploration company headquartered in Toronto, Ont., owns three exploration projects covering an aggregate of 8,004 square kilometres of land in Botswana. One Bullion's strategy is to become a world-class mining and exploration enterprise, while continuing to focus on supporting local communities, sustainability and delivering value for its shareholders. The following sets forth selected historical financial information of One Bullion for the three-month period ended March 31, 2025 (management prepared and unaudited). Assets:  $2,310,475 Liabilities:  $1,813,465 Revenues:  nil Net profits (losses):  nil About the One Bullion properties Vumba project One Bullion's Vumba project has shown potential with multiple high-grade intercepts identified, supported by initial drilling that has only started to test the 16 kilometres of prospective target structures. Existing data indicate that mineralization is present throughout the area. Kraaipan gold project One Bullion's Kraaipan gold project is located in a region where notable quantities of gold have been identified in the past, highlighting its promising potential. The area is known for lode gold and PGE (platinum group elements) reef-style mineralization, yet it remains largely unexplored, with no historical drilling conducted within the property so far. Despite the lack of previous exploration, multiple high-potential targets have already been identified within this large land package, pointing to extensive work to be done and strong mineral potential throughout the large land package. Maitengwe project One Bullion's Maitengwe project is a large land package situated in a productive gold region of Botswana and Zimbabwe. This area includes several kilometres of untested greenstone belt and numerous structural and lithological contacts that have yet to be explored. Of particular interest is a five-kilometre-long liniment identified through IP (induced polarization) and modelling on the northern block, which is a high-priority drill target. These findings in the north of the property and the regional-scale geology may indicate that the completely untested southern portion of the block offers exploration upside. Board and management of resulting issuer Upon the completion of the transaction and subject to prior acceptance by the TSX-V, it is expected that each of the current directors of the company will resign and the following individuals will be appointed in their place as directors of the resulting issuer: (i) Adam Berk;(ii) Arno Brand; (iii) Sheldon Inwentash; (iv) Adrian Morante; (v) Stuart Hensman; and (v) Peter Sheppeard. In addition, each of the current officers of the company is expected to resign and Mr. Berk, Mr. Brand and Sohail Thobani will be appointed as officers of the company in their respective places. Set forth below are biographies of the new directors and officers of the resulting issuer and their proposed positions. Adam Berk -- chief executive officer and director Mr. Berk graduated from the Cornell University with a degree finance and hospitality management, followed by an MBA from the University of Miami. Mr. Berk's most notable experience includes over five years as chairman and CEO of Stem Holdings Inc., three years as CEO of HYD for Men, and co-CEO of Osmio LLC. Osmio was acquired by SeamlessWeb, which was subsequently sold to GrubHub Inc. in 2013. Arno Brand -- chief operating officer and director Mr. Brand is a Namibian entrepreneur with 15 years of experience working on major construction and mining projects in Africa. Mr. Brand is an experienced commodity trader/broker with over $1-billion in trades. Mr. Brand has been involved in numerous public transactions and company financings worth more than $200-million. Mr. Brand has also negotiated uranium off-take agreements on behalf of Soupamine with utilities providers around the world. Mr. Brand has taken many private companies public and has held various important roles in several companies over his career, including CEO, COO, director and project manager. Sohail Thobani -- chief financial officer and corporate secretary Mr. Thobani's financial services career spans nearly two decades, working in North America, Europe and emerging markets of Asia. He is currently engaged as a CFO and director of Qwest Investment Fund Management Ltd., and president and director of Qwest Fund Advisory and Back Office Services Ltd. He has been associated with Qwest companies since 2019. Before joining Qwest, Mr. Thobani spent 13 years working in London in the United Kingdom, with firms such as Barclays, NatWest Group and Nationwide Building Society. He has also been associated with KPMG U.K.'s banking and capital markets division. Working with these organizations, Mr. Thobani has been recognized for delivering various IFRS (international financial reporting standards), finance regulatory and finance change projects, most notably IFRS 9. Mr. Thobani completed his articles with PricewaterhouseCoopers in 2007, and is a Canadian CPA and CGA, and a fellow certified accountant from the United Kingdom and a fellow chartered accountant from Pakistan. Sheldon Inwentash -- director Mr. Inwentash, a resource sector entrepreneur, is chairman and CEO of ThreeD Capital Inc., a Toronto-based venture capital firm specializing in investments in junior resources, technology and biotechnology markets. Through two decades leading Pinetree Capital Ltd., Mr. Inwentash created significant shareholder value through early investments, including investments in Queenstone Mining Inc. (acquired by Osisko Mining Corp. for $550-million), Aurelian Resources Inc. (acquired by Kinross Gold Corp. for $1.2-billion) and Gold Eagle Mines Ltd. (acquired by Goldcorp Inc. for $1.5-billion). Adrian Morante -- director Mr. Morante joined K2 & Associates Investment Management Inc. in April, 2014, as a vice-president, and focuses on the firm's energy investment portfolio. Prior to K2, Mr. Morante worked at Acuity Investment Management and AGF Investments as an energy-focused analyst. Mr. Morante is a chartered financial analyst charterholder and holds a bachelor of commerce from Ryerson University. Stuart Hensman -- director Mr. Hensman has held various senior financial services positions over 45 years, including chairman and CEO of Scotia Capital (USA) Inc. (1999 to 2002) and managing director Scotia Capital Inc. (U.K.) (1987 to 1999). He has served as chairman of the board of governors of CI Funds, chairman of Creststreet Power & Income Fund, and chairman of Creststreet Asset Management. Other roles have included director positions at Brazalta Resources, Canacol Energy and Rifco Inc., and he is currently a director of VM Agritech Inc. Mr. Hensman began his career as an investment analyst and portfolio manager at the Sun Life Assurance Company of Canada. Peter Sheppeard -- director Mr. Sheppeard has a wide variety of experience in the mining and finance industries. Mr. Sheppeard worked underground in coal mining for 10 years and spent 23 years in capital markets, with 16 years as a founder and managing director of a boutique brokerage firm based out of Australia. Mr. Sheppeard also holds a bachelor of business, majoring in finance, from Charles Sturt University in New South Wales, Australia. Closing conditions Closing of the transaction is subject to the satisfaction of various conditions standard for a transaction of this nature, including, but not limited to: The company and One Bullion obtaining all necessary consents, orders and regulatory approvals, including the conditional approval of the TSX-V; The absence of any material adverse change in the business, affairs or operations of the company or One Bullion, as applicable; The completion of the concurrent financing; Each of the name change and the consolidation having been completed; Each of the board reconstitution and the management reconstitution having been completed; Approval of the transaction by the shareholders of the company and One Bullion, as required by applicable corporate law and the policies of the TSX-V, as applicable. The company intends to rely on Section 2.11 of National Instrument 45-106 -- Prospectus Exemptions for an exemption from the prospectus requirements for the issuance of the Imperial shares to the One Bullion shareholders and the granting of Imperial replacement options to the former holders of the One Bullion options. 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 One Bullion are exercised prior to closing, approximately 171,827,541 common shares of the resulting issuer are expected to be issued and outstanding immediately following the closing of the transaction, of which approximately 91.6 per cent of the resulting issuer shares will be held by the former One Bullion shareholders (other than subscribers in the concurrent financing), approximately 3.6 per cent of the resulting issuer shares will be held by existing shareholders of the company and approximately 4.8 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 company intends to apply for a waiver from the sponsorship requirements. There is no assurance that the company will be able to obtain such a waiver. Qualified person All scientific and technical data contained in this news release were reviewed and approved by Rory Kutluoglu, PGeo. Mr. Kutluoglu is a qualified person within the meaning of National Instrument 43-101 -- Standard of Disclosure for Mineral Projects. 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 8, 2025, and May 8, 2025, filed under the company's profile on SEDAR+. 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-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. 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.