Imperial Ginseng Provides Further Update on Transaction with One Bullion
VANCOUVER, British Columbia, Oct. 09, 2025 (GLOBE NEWSWIRE) -- Imperial Ginseng Products Ltd. (TSXV: IGP) (the “Company”), further to its news releases on May 8 and August 14, 2025, provides a further update with respect to its previously announced reverse takeover transaction (the ”Transaction”) with One Bullion Limited (“One Bullion”), a private arm’s length Ontario-incorporated gold exploration company headquartered in Toronto, Ontario, with projects located in Botswana. The Transaction is governed by a merger agreement dated September 11, 2024, as amended (the “Merger Agreement”) between the Company, One Bullion and 1000975360 Ontario Inc. (“NewCo”), a newly incorporated wholly-owned Ontario subsidiary of Company.
The Company is pleased to announce that it has recently received conditional approval of the TSX Venture Exchange (the “TSXV”) with respect to the Transaction and, upon closing, the combined company that will result from the completion of the Transaction (the “Resulting Issuer”) will be listed as a Tier 2 Mining Issuer on the TSXV. The Transaction is intended to constitute a “reverse takeover” of the Company by One Bullion as defined in TSXV Policy 5.2 – Changes of Business and Reverse Takeovers (“Policy 5.2”). 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 TSXV.
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 TSXV 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:
(a) the parties have agreed to extend the date by which the Transaction must close from September 30, 2025 to November 28, 2025; and
(b) the Company, One Bullion and the Agents (as defined below) have agreed to amend the terms of the previously announced concurrent financing (the “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 (“Imperial Shares”) on the basis of one (1) “new” Imperial Share for every 1.25 “old” Imperial Shares (the “Consolidation”); (ii) NewCo and One Bullion will amalgamate (the “Amalgamation”) to form a new amalgamated entity which will continue as a wholly-owned subsidiary of the Company and carry on the business of One Bullion; and (iii) the former shareholders of One Bullion (collectively, the “One Bullion Shareholders”) (other than dissenting One Bullion Shareholders) shall receive one Imperial Share (on a post-Consolidation basis) for each common share of One Bullion (“OBL Share”) held (including all OBL Shares issued pursuant to the Concurrent Financing and upon the due conversion of certain convertible debentures of One Bullion).
Also at the time of closing of the Transaction (the “Closing”), pursuant to the terms of the Merger Agreement:
- each share purchase warrant of One Bullion (each, an “OBL Warrant”) shall thereafter entitle the holder thereof to receive, upon exercise thereof, one post-Consolidation Imperial Share in lieu of one OBL Share and otherwise on substantially the same terms and conditions; and
- each option to purchase OBL Shares (each, an “OBL Option”) 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 (each, an “Imperial Replacement Option”) governed by a new equity incentive plan to be adopted by the Resulting Issuer at the time of Closing, subject to TSXV acceptance, each entitling the holder to acquire, upon exercise thereof, one post-Consolidation 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, One Bullion 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 (each, a “Subscription Receipt”) at a price of $0.36 per Subscription Receipt to raise minimum gross proceeds of $5,000,000 and maximum gross proceeds of $10,000,000, subject to increase by up to 25% pursuant to an over-allotment option. The Concurrent Financing will be effected pursuant to an agency agreement (the “Agency Agreement”) to be entered into with Sentinel Financial Management Corp., as lead agent, and a syndicate of agents (collectively, the “Agents”).
The gross proceeds of the Concurrent Financing, less the commission and expenses payable to the Agents pursuant to the Agency Agreement (the “Escrowed Funds”), shall be deposited into escrow with a mutually acceptable escrow agent. In the event that certain release conditions in connection with the Subscription Receipts (collectively, the “Release Conditions”) are satisfied on or prior to November 28, 2025: (i) the Subscription Receipts shall, without any further action on behalf of any holder thereof or consideration, convert into units (each, an “OBL Unit”) 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 November 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 canceled 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 (1) OBL Share and one (1) common share purchase warrant of One Bullion (each, an “OBL CF Warrant”). Each whole OBL CF Warrant will entitle the holder thereof to acquire one OBL Share at an exercise price of $0.48 until the date which 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 post-Consolidation Imperial Shares following completion of the Transaction) is equal to or exceeds $1.00 per share for any 10 consecutive trading days on the TSXV (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 OBL CF Warrants by providing 30 days’ 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 (the “Acceleration Right”).
Pursuant to the Agency Agreement, OBL has agreed to issue to the Agents such number of broker warrants (each, an “OBL Broker Warrant”) as is equal to 8% 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 $0.36 per share until the date which 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 One Bullion are exercised prior to Closing, approximately 179,770,596 common shares of the Resulting Issuer (each, a “Resulting Issuer Share”) are expected to be issued and outstanding immediately following the closing of the Transaction, of which approximately 88.8% of the Resulting Issuer Shares will be held by the former One Bullion Shareholders (other than subscribers in the Concurrent Financing), approximately 3.4% of the Resulting Issuer Shares will be held by existing shareholders of the Company, and approximately 7.7% of the Resulting Issuer Shares will be held by the subscribers under the Concurrent Financing.
Sponsorship
Sponsorship of the Transaction is required by the TSXV unless exempt or waived in accordance with TSXV policies. The TSXV 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 September 12, 2024, April 1, 2025, May 8, 2025 and August 14, 2025, filed under the Company’s profile on SEDAR+.
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, final TSXV 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.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
About Imperial Ginseng Products Ltd.
The Company is currently seeking new business opportunities and remains committed to providing investors with future value.
ON BEHALF OF THE BOARD OF DIRECTORS
“Stephen McCoach”
Chief Executive Officer and Director
For additional information, please contact Stephen McCoach at:
Imperial Ginseng Products Ltd.
Suite 702, 1030 West Georgia Street Vancouver, BC V6E 2Y3
Tel:(236) 479-0909; (778) 955-1298
Email: general@imperialginseng.com
Forward Looking Statements
Certain statements in this news release are forward-looking statements, which reflect the expectations of management regarding the Company’s completion of the Transaction, the Concurrent Financing and related transactions. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future, including but not limited to, the Company completing the Transaction and all conditions to closing related thereto, the completion of the Concurrent Financing and the Consolidation, the business carried on by the Resulting Issuer, the prospective nature of the property interests of One Bullion and all matters related to the foregoing include, but not limited to, the final approval of the TSXV. Such statements are subject to assumptions, risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of the Company. The risks include the following: the requisite corporate and shareholders approvals of the directors and shareholders of the Company or One Bullion, as applicable, may not be obtained; One Bullion may be unable to close the Concurrent Financing, in full or in part, upon the terms and conditions contemplated or at all; the TSXV may not grant final approval of the Transaction or the Consolidation; that the parties may be unable to satisfy the Release Conditions or the closing conditions in accordance with the terms and conditions of the Merger Agreement; and other risks that are customary to transactions of this nature. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. The reader is cautioned not to place undue reliance of any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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