Imperial Completes Debt Components of Financing Plan
November 02 2017 - 7:53PM
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES
Imperial Metals Corporation (the “Company”)
(TSX:III) reports it has completed the debt portion of its
Financing Plan. The elements of the Financing Plan are as follows
(reference October 27, 2017 news release for additional detail):
- The Company’s Senior Credit Facility and Second Lien Credit
Facility lenders have permanently waived the breach of EBITDA
covenant related to the quarter ended June 30, 2017, and have
extended the maturity date of the facilities to October 1, 2018 and
December 1, 2018, respectively.
- A new $10 million unsecured debt facility is being provided by
an affiliate of Mr. N. Murray Edwards (“Edwards”).
- The Company confirms that from the respective next interest
payment dates until January 1, 2019, the interest on the $75
million Junior Credit facility, all of the $115 million 2014
Convertible Debenture and $26.7 million of the $30 million 2015
Convertible Debenture will be paid in shares of the Company,
subject to approval of the Toronto Stock Exchange.
- The $20 million Bridge Loan provided by Edco Capital
Corporation, an affiliate of Edwards, and The Fairholme
Partnership, LP has been increased by $6 million to $26 million
effective October 31, 2017.
As also announced in the October 27, 2017 news
release, the Company is undertaking a rights offering (“Rights
Offering”) to be made only to holders of common shares by the issue
of the rights (“Rights”) entitling them to subscribe for
approximately $40 million of shares at a price to be determined in
the context of the market at the time of filing the Rights Offering
Circular (“Circular”). Overallotment subscription privileges will
be extended to all shareholders. Further information regarding the
proposed Rights Offering will follow in due course through
subsequent announcements, as well as a disclosure document, which
will be filed and sent to shareholders of record on a date to be
determined.
The Company anticipates registering the offer
and sale of the shares issuable on exercise of the Rights on a Form
F-7 registration statement under the U.S. Securities Act of 1933,
as amended (the “1933 Act”). Shareholders in the United
States should review a copy of the Circular that can be obtained,
when available, from the Company’s profile on the SEDAR website at
www.sedar.com, the Company’s website at www.imperialmetals.com,
from your dealer representative, or by contacting the
Company. Shareholders in the United States should also review
the Company’s Registration Statement on Form F-7, which the Company
intends to file with the United States Securities and Exchange
Commission and when filed, can be found at www.sec.gov. This news
release shall not constitute an offer to sell or solicitation of an
offer to buy the Rights or shares underlying the Rights. There
shall be no offer or sale of these securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification of such securities under the
laws of any such jurisdiction. The securities to be offered
pursuant the potential back stop arrangement, if any, have not been
and will not upon issuance, be registered under the 1933 Act or any
applicable securities laws of any state of the United States and
may not be offered or sold absent such registration or an available
exemption from such registration requirements. This news release
does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or
approval.
About Imperial Imperial is
a Vancouver based exploration, mine development and operating
company. The Company, through its subsidiaries, owns the Red Chris,
Mount Polley and Huckleberry copper mines in British Columbia.
Imperial also holds a 50% interest in the Ruddock Creek lead|zinc
property in British Columbia.
Company ContactsBrian Kynoch | President |
604.669.8959 Andre Deepwell | Chief Financial Officer |
604.488.2666 Gordon Keevil | Vice President Corporate Development |
604.488.2677 Sabine Goetz | Shareholder Communications |
604.488.2657 | investor@imperialmetals.com
Forward-Looking Information and Risks
Notice
Forward-looking statements relate to future
events or future performance and reflect Company management's
expectations or beliefs regarding future events and include, but
are not limited to, specific statements regarding the payment in
shares of all interest due on the Junior Credit Facility, the 2014
Convertible Debentures and $26.7 million of the 2015 Convertible
Debentures until January 1, 2019; and details of the planned Rights
Offering. In certain cases, forward-looking statements can be
identified by the use of words such as "plans", "expects" or "does
not expect", "is expected", "outlook", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases
or statements that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be
achieved" or the negative of these terms or comparable terminology.
In this document certain forward-looking statements are identified
by words including "guidance", "expectations", "targeted", "plan",
"planned", "estimated", "calls for" and "expected". By their very
nature forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially
different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Such
factors include, among others, risks that the Financing Plan and
its various components will not provide the expected liquidity or
benefits to the Company’s business or operations; risks that
required consents and approvals will not be received in order to
advance or complete remaining components of the Financing Plan;
risks that the final terms of the Rights Offering or an anticipated
backstop thereof will be materially different from those disclosed
herein; operational risks and hazards, including unanticipated
environmental, industrial and geological events and developments
and the inability to insure against all risks; risks of failure of
plant, equipment, processes, transportation and other
infrastructure to operate as anticipated; risks related to changes
in project parameters as plans continue to be refined; risks
related to economic factors (including future commodity prices,
currency fluctuations, energy prices and general cost escalation)
that may impact the Company’s mines; uncertainties relating to
mineral resource estimates; uncertainties related to the geology,
continuity, grade and estimates of mineral resources and the
potential for variations in grade and recovery rates; labour pool
constraints; unanticipated difficulties with or shortages of labour
or interruptions in production; the inherent uncertainty of
production and cost estimates and the potential for unexpected
costs and expenses and that the Company may not achieve stated
production outcomes; and other risks of the mining industry as well
as those factors detailed from time to time in the Company's
interim and annual financial statements and management's discussion
and analysis of those statements, all of which are filed and
available for review on sedar.com. Although the Company has
attempted to identify important factors that could cause actual
actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors
that cause actions, events or results not to be as anticipated,
estimated or intended. There can be no assurance that
forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward looking statements.
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