MONTREAL, QUEBEC–(Marketwired – Jan. 12, 2018) – Imperial Mining Group Ltd. (the “Corporation” or “IMG“) (TSX VENTURE:IPG) is pleased to announce the completion of the Corporation's plan of arrangement (the “Arrangement“) involving IMG, AM Resources Cop. (formerly NQ Exploration Inc.) (“AM“) and the shareholders of AMR (“AM Shareholders“), pursuant to which AM has completed a spin-out of IMG. The common shares of IMG (the “Imperial Shares“) will commence trading on the TSX Venture Exchange (the “TSXV“) on January 16, 2018 under the stock symbol “IPG”.
Immediately prior to the completion of the Arrangement, AM transferred to IMG all of its interests in it Québec mining assets.
As a result of the Arrangement, among other things, AM Shareholders, as of close of business on December 19, 2017 (the “Securities Distribution Date“), received 0.02 of one new AM common share (an “AM Share“), 0.19623876 IMG Share and 0.09811938 IMG Share purchase warrant (a “Spin-Out Warrant“) for each (1) common share of AM held by such AM Shareholder as of the Securities Distribution Date. Each Spin-Out Warrant will entitle the holder to purchase one (1) additional IMG Share at an exercise price of $0.25 per share between December 28, 2019 and December 28, 2022. In the event that the IMG Shares trade at a price exceeding $0.50 per IMG Share for thirty (30) consecutive trading days (the “Acceleration Event“), the Spin-Out Warrants will expire on the earlier of December 28, 2022 and the date which is thirty (30) calendar days after IMG provides notice to the holders of the Spin-Out Warrants that the Acceleration Event has occurred, provided that such notice cannot be provided before December 28, 2018.
Concurrently with the closing of the Arrangement, IMG has closed a non-brokered private placements of units (each a “Unit“) and IMG Shares on a flow-through basis for combined gross proceeds of $1,150,485.96 the (“Concurrent Financing“). Each Unit consisting of one (1) IMG Share and one-half of one (1/2) IMG Share purchase warrant (each a “Warrant“), each whole Warrant will entitle the holder to purchase one (1) additional IMG Share at an intended exercise price of $0.25 per share until December 28, 2019. All securities issued pursuant to the Concurrent Financing will be subject to a statutory hold period ending on April 29, 2018.
In connection with the Concurrent Financing, IMG has paid a finder fee of $20,450 and issued 192,181 non-transferable compensation warrants (each a “Compensation Warrant“) entitling the holder to acquire the same number of IMG Shares at a price of $0.25 until December 28, 2019.
Immediately after the closing of the Arrangement, IMG also completed the acquisition of a 100% interest in the Crater Lake property from Peak Mining Corp. in consideration of the issuance of 7,500,000 IMG Shares (the “Acquisition“).
Upon completion of the Arrangement, the Concurrent Financing and the Acquisition and at the time of listing, IMG will have a total of 33,869,854 IMG Shares, 1,889,925 Warrants, 9,374,971 Spin-Out Warrants, 192,181 Compensation Warrants and 1,650,000 stock options outstanding.
The board of directors of IMG was reconstituted in connection with the Arrangement and consists of Peter J. Cashin, Don Bubar, Philippe Cloutier and Steven Brunelle. The officers of IMG consist of Peter J. Cashin (President and Chief Executive Officer), Martin Nicoletti (Chief Financial Officer and Corporate Secretary) and Pierre Guay (VP Exploration). For more details, please see IMG's listing application Dated December 19, 2017, which is available under the Corporation's profile on SEDAR at www.sedar.com.
“The creation of Imperial Mining Group Ltd. has been a vision of our management team and incoming Board for almost a year now, and the hard work on the transaction is finally completed. Our focus will now be on the advancement of our Québec exploration opportunities,” said Peter Cashin, Imperial's President and Chief Executive Officer. “I am excited to be leading a new business that has such high-quality exploration projects in its portfolio and fully intend to build significant value for our shareholders. It is my intention to continue to speak about Imperial's evolution over the coming months and years, as I anticipate that there will be have much to tell you about as we move our project development strategy forward.”
For details of the Arrangement, please see AM's amended and restated management information circular (the “Circular“) dated November 22, 2017, which is available under AM's profile on SEDAR at www.sedar.com.
For details of IMG, please see IMG's TSXV disclosure document (Form 2B) dated December 19, 2017, which is available under IMG's profile on SEDAR at www.sedar.com.
ABOUT IMPERIAL MINING GROUP LTD.
Imperial is a Canadian-based exploration and development company focussed of the strategic advancement of its copper-zinc, gold and technology metals properties in Québec. Imperial is publically listed on the TSX Venture Exchange as “IPG” and is led by an exceptional team of exploration and development professionals with an enviable track record of mineral deposit discovery in numerous metal commodities. In conjunction with a strong Board of Directors, Team Imperial has an impressive record of significant new mineral deposit discoveries under their belts (20 at last count: three to production, nine to feasibility, the balance pre-feasibility and resource definition). Imperial continues to pursue high-quality project opportunities throughout North America.
Neither 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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