Imperial Ginseng Provides Further Update on Transaction with One Bullion

Executive Summary

• Imperial Ginseng Products Ltd. received conditional TSX Venture Exchange approval for its reverse‑takeover of One Bullion Limited and extended the transaction closing deadline to 28 Nov 2025.
• The parties amended the concurrent financing: up to 27,777,777 subscription receipts at $0.36 each (gross proceeds $5–10 M) with an over‑allotment option and escrow arrangement.
• Post‑closing share structure projected: ~179.8 M Resulting Issuer shares, with ~88.8% held by former One Bullion shareholders, ~3.4% by existing Imperial shareholders, and ~7.7% by financing subscribers.

Key Details

• Conditional TSX V Approval: Transaction now eligible for Tier 2 Mining Issuer listing on the TSXV pending final conditions.
• Closing Extension: Deadline moved from 30 Sep 2025 to 28 Nov 2025.
• Transaction Structure:
• Share consolidation – 1 new Imperial share for every 1.25 old shares.
• Amalgamation of NewCo and One Bullion into a wholly‑owned subsidiary of Imperial.
• Former One Bullion shareholders receive one post‑consolidation Imperial share per OBL share held (including units issued in the concurrent financing).
• Concurrent Financing Terms:
• Minimum 13,888,888 – maximum 27,777,777 subscription receipts at $0.36 each.
• Gross proceeds: $5 M minimum, $10 M maximum (+ up to 25% over‑allotment).
• Subscription receipts convert to OBL Units (1 OBL share + 1 common‑share purchase warrant) if release conditions met by 28 Nov 2025; otherwise funds are refunded.
• Warrant Structure:
• OBL CF Warrants: Exercise price $0.48, expiry 24 months post‑closing; may be accelerated if OBL/Imperial share price ≥ $1.00 for ten consecutive trading days.
• Broker Warrants to agents equal to 8% of subscription receipts sold; same exercise price and expiry terms.
• Use of Net Proceeds: General working capital.
• Post‑Closing Ownership Estimates:
• ~179,770,596 Resulting Issuer shares outstanding.
• ~88.8 % held by former One Bullion shareholders (excluding financing subscribers).
• ~3.4 % retained by existing Imperial shareholders.
• ~7.7 % allocated to concurrent‑financing subscribers.
• Sponsorship Waiver: TSXV granted a waiver from the usual sponsorship requirement for this transaction.

Notable Quotes

“The conditional approval and extended timeline provide us with the necessary runway to complete the reverse takeover and secure the financing needed to advance our combined business.” – Stephen McCoach, CEO & Director.