Imperial Mining Closes $1M Critical Minerals Flow-Through Private Placement
Imperial Mining Closes $1M Critical Minerals Flow-Through Private
Placement
MONTRÉAL, QUÉBEC – December 21, 2023 – Imperial Mining Group Ltd. (the “Company” or "Imperial")
(TSX VENTURE: IPG; OTCQB: IMPNF) is pleased to announce that it closed today a non-brokered Critical Minerals
Flow-Through private placement through the issuance of 10,200,000 shares on a “flow-through” basis
(“FT Shares”) at a price of $0.10 per FT Share for aggregate gross proceeds of $1,020,000 (the “Offering”).
“The Offering supports our 2024 objectives of progressing Crater Lake towards a Pre-Feasibility Study. The Company will
complete fundamental work on the project that supports the PFS.” Said Pierre Neatby, President and CEO of Imperial.
The gross proceeds from the Offering will be used to incur eligible “Canadian critical minerals exploration expenses” at the
Company’s Crater Lake Scandium project in Québec that will qualify as “flow-through critical mineral mining
expenditures” within the meaning of the Income Tax Act (Canada).
In connection with the Offering, the Company paid finders’ fees for a total of $51,000 in cash to finders, which were all at
arms’ length with the Company. All securities issued pursuant to the Offering are subject to the applicable statutory hold
period of four (4) months and one (1) day from the closing date. The Offering is subject to the final approval of the TSX
Venture Exchange (the “TSXV”).
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United
States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended
(the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S.
Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such
registration is available.
Multilateral Instrument 61-101
Two directors and one officer of the Company, namely Jeffrey Swinoga, Nicholas Nikolakakis and Luc C. Duchesne, each
acquired, respectively, 100,000, 100,000 and 150,000 FT Shares in the Offering, and such transaction is considered to be a
“related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). As such, the shareholding of
Messrs. Swinoga, Nikolakakis and Duchesne each increased approximately to 0.27%, 0.04% and 0.61% respectively
(increased approximately to 0.9%, 0.35% and 0.88% on a partly diluted basis, respectively). The transaction is exempt from
the formal valuation and minority shareholder approval requirements of MI 61-101 as the Company is listed on the TSXV
and the fair market value of any securities issued to or the consideration paid does not exceed 25% of the Company’s market
capitalization. Imperial did not file a material change report more than 21 days before the closing of the Offering, as the
details of the aforementioned insiders’ participation had not been confirmed at that time. The Board Members of Imperial
reviewed the state of the financial market and unanimously determined that the terms and conditions of the Offering,
including the subscriptions of the related parties, were fair and equitable and represented the best strategic financing option
available.
Investor Relations
As announced on November 27, 2023, Imperial has engaged Fig House Communications (business name for 2149992
Ontario Ltd.) (“Fig House”), to provide investor relations services to Imperial. Imperial wishes to confirm that the options
granted to Fig House will vest according to the following vesting schedule: 25% shall vest upon the date that is 3 months
from the date of issue; 25% shall vest upon the date that is 6 months from the date of issue; 25% shall vest upon the date
that is 12 months from the date of issue; and the remaining 25% shall vest upon the date that is 18 months from the date of
issue. As such, vested options will expire ninety (90) days following the termination of the IR Agreement and the unvested
will expire immediately upon such termination. Otherwise, Fig House’s monthly retainer will be paid by Imperial from its
own cash and cash equivalents.
ABOUT IMPERIAL MINING GROUP LTD.
Imperial is a Canadian technology metals company focused on advancing its flagship Crater Lake scandium and rare earth projects in
Québec. Imperial is publicly listed on the TSX Venture Exchange as “IPG” and on the OTCQB Exchange as “IMPNF” and is led by
an experienced team of mineral development professionals.
For further information please contact:
Imperial Mining Group Ltd.
Pierre Neatby
President and Chief Executive Officer
Phone: +1 (514) 360-0571
Email: [email protected]
Website: www.imperialmgp.com Twitter: @imperial_mining Facebook: Imperial Mining Group
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.