Imperial Completes Debt Components of Financing Plan
imperialmetals.com
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES News Release
Imperial Completes Debt Components of Financing Plan
Vancouver | November 2, 2017 | Imperial Metals Corporation (the “Company”) (TSX:III) reports it has completed the debt
portion of its Financing Plan. Th e elements of the Financing Pl an are as follows (reference October 27, 2017 news release
for additional detail):
• The Company’s Senior Credit Facility and Second Lien Credit Fac ility 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 Co nvertible Debenture and $26.7 million of the $30 million
2015 Convertible Debenture will paid in shares of the Company, subject to approval of the Toronto Stock Exchange.
• The $20 million Bridge Loan provided by Edco Capital Corporatio n, 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 Com pany 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 priv ileges 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 s hares 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.c om, from your dealer representative, or by contacting
the Company. Shareholders in the United States should also rev iew 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 so licitation 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, solicitati on
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 a rrangement, 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 su ch 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.
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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 Contacts
Brian 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 | [email protected]
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
imperialmetals.com
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.