Click here to close now.

SYS-CON MEDIA Authors: Lori MacVittie, Elizabeth White, Eva Belanyiova, tru welu, Blue Box Blog

News Feed Item

Imperial Completes $115 Million Non-Brokered Private Placement of Convertible Debentures

VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 09/04/14 -- Imperial Metals Corporation (TSX:III) (the "Company" or "Imperial") announces the closing of a non-brokered private placement of $115.0 million Face Value of 6% 6-year senior unsecured convertible debentures (the "Convertible Debentures"), which is a $15.0 million increase from the $100.0 million Convertible Debenture Face Value offering previously announced on August 14, 2014. The Convertible Debentures provide additional financing to complete and commission the Red Chris mine, fund costs of remediating the effects of the tailings dam breach at the Mount Polley mine, and to fund ongoing operations.

As announced, Edco Capital Corporation ("Edco") and The Fairholme Partnership, LP ("Fairholme") have each purchased $40.0 million, or 34.8%, of the Convertible Debentures. Subject to adjustment, each $12.00 of Face Value is convertible into one common share of Imperial upon at least 61 days advance notice. The Convertible Debentures are not callable unless the closing price of Imperial's common shares exceeds 125% of the conversion price for at least 30 consecutive days. Interest will be payable semi-annually, with the first payment due on June 30, 2015. At the option of the Company, subject to the separate approval of the TSX and compliance with all applicable securities laws, such interest may be paid through the issuance of additional Convertible Debentures or Imperial's common shares.

Edco is owned by N. Murray Edwards, a significant shareholder of the Company. Fairholme and parties related to it are also significant shareholders of the Company. The issue of Convertible Debentures to Edco and Fairholme constitute "related party transactions" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in a Special Transaction ("MI 61-101"). The Convertible Debentures purchased by Edco and Fairholme are exempt from the formal valuation and minority approval requirements of MI 61-101 pursuant to section 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as they represent less than 25% of the Company's market capitalization.

Mr. Edwards announces that, through Edco, he can now acquire up to an additional 3,333,333 common shares of Imperial in the event of conversion pursuant to the terms and conditions of its $40.0 million Convertible Debenture. Assuming the conversion of the entire $40.0 million Convertible Debenture, as well as the exercise of all warrants currently held by Mr. Edwards and his affiliates, Mr. Edwards would then beneficially own 31,101,815 common shares, representing approximately 39.3% of the then issued common shares of the Company. Mr. Edwards indicated that Edco's acquisition of the Convertible Debenture was for investment purposes and that he may acquire additional common shares, debentures, warrants or other securities of Imperial from time to time, depending on market conditions. A copy of Mr. Edwards' early warning report may be obtained from the persons set forth below.

The material change report in relation to this transaction will be filed less than 21 days before closing as the Company completed this transaction on September 3, 2014 since all necessary approvals had been received and the Company wished to complete the transaction as soon as was commercially feasible after such approvals were received.

This announcement does not constitute an offer of securities for sale in the United States of America. These securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the Company and that will contain detailed information about the Company and management, as well as financial statements.

About Imperial

Imperial is an exploration, mine development and operating company based in Vancouver, British Columbia. The Company operates the Mount Polley copper/gold mine in British Columbia and the Sterling gold mine in Nevada. Imperial has 50% interest in the Huckleberry copper mine and has 50% interest in the Ruddock Creek lead/zinc property, both in British Columbia. Imperial is in development of its wholly owned Red Chris copper/gold property in British Columbia.

Cautionary Note Regarding "Forward-Looking Information"

This press release contains "forward-looking information" or "forward-looking statements" within the meaning of Canadian and United States Securities Laws, which we will refer to as "forward-looking information". Except for statements of historical fact relating to the Company, certain information contained herein constitutes forward-looking information. If we discuss the conversion of the Convertible Debentures; payments of interest on the Convertible Debentures; mine plans; costs and timing of current and proposed exploration, development, production and marketing; capital expenditures; construction of transmission lines; cash flow; working capital requirements and the requirement for additional capital; operations; revenue; margins and earnings; future prices of copper and gold; future foreign currency exchange rates; future accounting changes; future prices for marketable securities; future resolution of contingent liabilities; receipt of permits; or other matters that have not yet occurred, we are making statements considered to be forward-looking information or forward-looking statements under Canadian and United States Securities Laws.

The forward-looking information in this press release may include words and phrases about the future, such as: plan, expect, forecast, intend, anticipate, estimate, budget, scheduled, believe, may, could, would, might or will. We can give no assurance the forward-looking information will prove to be accurate. It is based on a number of assumptions management believes to be reasonable, including but not limited to: the continued operation of the Company's mining operations, no material adverse change in the market price of commodities or exchange rates, that the mining operations will operate and the mining projects will be completed in accordance with their estimates and achieve stated production outcomes and such other assumptions and factors as set out herein. It is also subject to risks associated with our business, including but not limited to: risks inherent in the mining and metals business; commodity price fluctuations and hedging; competition for mining properties; sale of products and future market access; mineral reserves and recovery estimates; currency fluctuations; interest rate risks; financing risks; regulatory and permitting risks; environmental risks; joint venture risks; foreign activity risks; legal proceedings; and other risks that are set out in the Company's current Management's Discussion & Analysis. If our assumptions prove to be incorrect or risks materialize, our actual results and events may vary materially from what we currently expect as provided in this press release. We recommend review of the Company's current Management's Discussion & Analysis, which includes discussion of material risks that could cause actual results to differ materially from our current expectations. Forward-looking information is designed to help you understand management's current views of our near and longer term prospects, and it may not be appropriate for other purposes. We will not necessarily update this information unless we are required to by securities laws.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
The 17th International Cloud Expo has announced that its Call for Papers is open. 17th International Cloud Expo, to be held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, APM, APIs, Microservices, Security, Big Data, Internet of Things, DevOps and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding bu...
The 4th International Internet of @ThingsExpo, co-located with the 17th International Cloud Expo - to be held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA - announces that its Call for Papers is open. The Internet of Things (IoT) is the biggest idea since the creation of the Worldwide Web more than 20 years ago.
"In our world there's a lot of cloud. Our focus is to help companies, who are bogged down by the enormousness of the cloud and infrastructure, to really go out there and monetize the cloud," explained Ian Khan, Global Strategic Positioning & Brand Manager at Solgenia, in this SYS-CON.tv interview at Cloud Expo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
ThingsExpo New York is offering a limited time FREE "Expo Plus" registration option in New York. On site registration price of $1,95 will be set to 'free' for delegates who register during special offer. To take advantage of this opportunity, attendees can use the coupon code, and secure their registration to attend all keynotes, ThingsExpo sessions, expo floor, and SYS-CON.tv power panels. Special FREE registration givess access to all DevOps, Containers and Microservices sessions as well. Regi...
SYS-CON Events announced today that SUSE, a pioneer in open source software, will exhibit at SYS-CON's DevOps Summit 2015 New York, which will take place June 9-11, 2015, at the Javits Center in New York City, NY. SUSE provides reliable, interoperable Linux, cloud infrastructure and storage solutions that give enterprises greater control and flexibility. More than 20 years of engineering excellence, exceptional service and an unrivaled partner ecosystem power the products and support that help ...
“In the past year we've seen a lot of stabilization of WebRTC. You can now use it in production with a far greater degree of certainty. A lot of the real developments in the past year have been in things like the data channel, which will enable a whole new type of application," explained Peter Dunkley, Technical Director at Acision, in this SYS-CON.tv interview at @ThingsExpo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
"We help companies that are using a lot of Software as a Service. We help companies manage and gain visibility into what people are using inside the company and decide to secure them or use standards to lock down or to embrace the adoption of SaaS inside the company," explained Scott Kriz, Co-founder and CEO of Bitium, in this SYS-CON.tv interview at 15th Cloud Expo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
SYS-CON Events announced today that the "First Containers & Microservices Conference" will take place June 9-11, 2015, at the Javits Center in New York City. The “Second Containers & Microservices Conference” will take place November 3-5, 2015, at Santa Clara Convention Center, Santa Clara, CA. Containers and microservices have become topics of intense interest throughout the cloud developer and enterprise IT communities.
The only place to be Nov 3-5 is Cloud Expo | @ThingsExpo | DevOps Summit 2015 West at the Santa Clara Convention Center in Santa Clara, CA. Join us there as delegates from all over the world come to listen to and engage with speakers & sponsors from the leading Cloud Computing, IoT, Big Data and DevOps companies. Cloud Expo & @ThingsExpo are the leading events covering the booming market of Cloud Computing, IoT & Big Data for the enterprise. Speakers from all over the world will be hand-picked...
There is little doubt that Big Data solutions will have an increasing role in the Enterprise IT mainstream over time. 8th International Big Data Expo, co-located with 17th International Cloud Expo - to be held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA - has announced its Call for Papers is open. As advanced data storage, access and analytics technologies aimed at handling high-volume and/or fast moving data all move center stage, aided by the cloud computing bo...
“The year of the cloud – we have no idea when it's really happening but we think it's happening now. For those technology providers like Zentera that are helping enterprises move to the cloud - it's been fun to watch," noted Mike Loftus, VP Product Management and Marketing at Zentera Systems, in this SYS-CON.tv interview at Cloud Expo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
"Blue Box has been around for 10-11 years, and last year we launched Blue Box Cloud. We like the term 'Private Cloud as a Service' because we think that embodies what we are launching as a product - it's a managed hosted private cloud," explained Giles Frith, Vice President of Customer Operations at Blue Box, in this SYS-CON.tv interview at DevOps Summit, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
DevOps Summit at Cloud Expo New York is offering a limited time FREE "Expo Plus" registration option in New York. On site registration price of $1,95 will be set to 'free' for delegates who register during special offer. To take advantage of this opportunity, attendees can use the coupon code, and secure their registration to attend all keynotes, @DevOpsSummit sessions at Cloud Expo, expo floor, and SYS-CON.tv power panels. Special FREE registration givess access to all Containers and Microservi...
DevOps Summit, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 17th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long developmen...
"We have developers who are really passionate about getting their code out to customers, no matter what, in the shortest possible time. Operations are very focused on procedures and policies," explained Stan Klimoff, CTO of Qubell, in this SYS-CON.tv interview at DevOps Summit, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.