VANCOUVER, British Columbia--(BUSINESS WIRE)--Imperial Helium Corp. ("Imperial" or the "Company") is pleased to announce that it is undertaking a brokered private placement offering (the "Offering") of subscription receipts (the "Subscription Receipts") on a best efforts agency basis at a price of $0.25 per Subscription Receipt for aggregate gross proceeds of approximately $7.0 million, including a president's list representing approximately $2.0 million of the Offering (the "President's List"). The Offering will be led by Eight Capital and will include Haywood Securities Inc. (the "Agents"). Closing of the Offering is expected to occur on or about February 4, 2021.
The net proceeds from the Offering will be used to fund production testing of the Company's foundational asset located in Alberta, the completion of an independent resource certification, the potential acquisition of additional helium assets and for general corporate purposes.
“Imperial Helium is tremendously excited to open the go public financing with the view to be free trading in 2Q2021 on the TSX-V. This progression to being a well-financed listed entity is a major milestone. The capitalization will facilitate testing and development of our founding asset with an indicative potential of more than 1 Billion cubic feet of recoverable Helium,” said David Johnson, CEO.
The gross proceeds from the sale of Subscription Receipts pursuant to the Offering will be held in escrow pending satisfaction of certain escrow release conditions (the "Escrow Release Conditions"), being: (a) the Company obtaining a receipt from the securities regulatory authorities in a province of Canada for a (final) prospectus qualifying distribution of the units of the Company (the "Units") underlying the Subscription Receipts; and (b) the Company obtaining conditional approval from the TSX Venture Exchange (the "Exchange") to list the common shares of the Company (the "Shares"). If the Escrow Release Conditions are satisfied on or before 5:00 p.m. (Calgary time) on the date that is 120 days following closing of the Offering (the "Deadline Date"), the proceeds from the sale of the Subscription Receipts will be released from escrow to Imperial and each Subscription Receipt will be exchanged for one Unit for no additional consideration and without any action on the part of the holder. If the Escrow Release Conditions are not satisfied on or before 5:00 p.m. (Calgary time) on the Deadline Date, then the purchase price for the Subscription Receipts will be returned pro rata to subscribers, together with a pro rata portion of interest earned on the escrowed funds.
Each Unit issued upon satisfaction of the Escrow Release Conditions will be comprised of one Share and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant shall entitle the holder thereof to purchase one Share at an exercise price of $0.375, for a period of 24 months following the closing of the Offering, provided that if, at any time prior to the expiry date of the Warrants, the volume weighted average trading price of the Shares on the Exchange is greater than $1.10 for 20 consecutive trading days, the Company may, within 10 business days of the occurrence of such event, deliver a notice to the holders of Warrants accelerating the expiry date of the Warrants to the date that is 30 days following the date of such notice (the "Accelerated Exercise Period"). Any unexercised Warrants shall automatically expire at the end of the Accelerated Exercise Period.
The Agents will be entitled to receive from Imperial a cash commission equal to 6.0% of the gross proceeds of the Offering (less the President's List), 50% of which will be paid by the Company upon closing of the Offering, with the balance of the commission to be paid by the Company upon satisfaction of the Escrow Release Conditions. In addition, Imperial will issue, upon satisfaction of the Escrow Release Conditions, warrants to the Agents to purchase such number of Units as is equal to 6.0% of the Subscription Receipts sold pursuant to the Offering (less the President's List).
The Agents have the option to purchase up to an additional 15% of Subscription Receipts, exercisable in whole or in part at any time up to 48 hours prior to closing of the Offering.
Imperial is a focused on the exploration and development of helium production assets in North America. Driven by Canadian geoscience and engineering expertise, in combination with their proprietary helium well database, Imperial Helium is securing helium assets to meet the growing global helium demand and supply short falls in the market.
This press release is not an offer of the securities for sale in the United States. The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Forward-Looking and Cautionary Statements
Certain information included in this press release constitutes forward-looking information under applicable securities legislation. Forward-looking information typically contains statements with words such as "anticipate", "believe", "expect", "plan", "intend", "estimate", "propose", "project", "will" or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information in this press release may include, but is not limited to, statements concerning: the Company's ability to close the Offering; the terms of the Offering; the closing date of the Offering; the satisfaction of the Escrow Release Conditions; the use of proceeds from the Offering; and the business plan of the Company, generally, including helium development and extraction. The forward-looking statements contained in this press release are based on certain key expectations and assumptions made by Imperial, including expectations and assumptions concerning the receipt of all approvals and satisfaction of all conditions to the completion of the Offering and satisfaction of the Escrow Release Conditions. Although Imperial believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Imperial can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks associated with the helium industry in general (e.g., operational risks in development, exploration and production; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks), constraint in the availability of services, commodity price and exchange rate fluctuations, the current COVID-19 pandemic, changes in legislation impacting the helium industry, adverse weather or break-up conditions and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures.
The forward-looking information contained in this press release is made as of the date hereof and Imperial undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless required by applicable securities laws. The forward-looking information contained in this press release is expressly qualified by this cautionary statement.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Offering and has neither approved nor disapproved of the contents of this press release. Neither the Exchange nor its regulation services provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
All dollar figures included herein are presented in Canadian dollars, unless otherwise noted.