THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE
(“Imperial X” or the “Company”)
Update on proposed acquisitions and equity drawdown agreement
Further to the announcements on
The Company is pleased to announce that is has now entered into acquisition agreements to acquire a platform of mineral assets, equity positions and royalty positions (the "Acquisitions"). The Acquisitions, outlined below, are conditional, inter alia, on Admission, and will initiate the establishment of
- The acquisition of 100 per cent of
Cloudbreak Discovery Corp. (“Cloudbreak”) for consideration of 149,558,502 new ordinary shares in the Company; - The acquisition of 100 per cent of
Howson Ventures Inc. for consideration of 31,614,118 new ordinary shares in the Company (“Howson”); - The acquisition of 100 per cent of
Cabox Gold Corp. (“Cabox”) for consideration of 35,000,000 new ordinary shares in the Company; and - The acquisition of certain assets in
Anglo African Minerals PLC (“AAM”) in the form of certain share acquisitions in AAM, the acquisition of two separate warrants to subscribe for shares in AAM and three acquisitions of convertible loan notes from various parties for consideration of 29,430,378 new ordinary shares in the Company
The acquisition of Cloudbreak constitute a related party transaction under Rule 4.6 of the AQSE Growth Market Access Rulebook in respect of
As previously announced, the Acquisitions, when taken together, will constitute a Reverse Takeover under rule 3.6 of the AQSE Growth Market Access Rulebook and therefore
Imperial X’s objective is to be a natural resource project generator and development business, specialising in sourcing and developing early stage or overlooked assets. These acquisitions further support the Company’s growth strategy and provide support for the exploration and development of future prospect development.
Additionally, the Company has entered into a £10 million equity drawdown agreement (“the Facility”) with
The Company can draw down funds from the Facility from time to time during the three year term at the its discretion by providing a notice to Crescita (“Drawdown Notice”), and in return for each Drawdown Notice funded by Crescita, the Company will allot and issue fully paid shares to Crescita priced at the higher of: (i) the minimum floor share price set by the Company; and (ii) 90% of the average closing bid price resulting from the following ten days of trading after the Drawdown Notice (“Pricing Period”), subject to adjustment in certain situations where a pricing exception exists.
The submission of a Drawdown Notice is subject to the satisfaction of certain conditions. These include no material adverse change existing in relation to the Company at the time of drawdown; that the amount requested pursuant to a Drawdown Notice must not exceed 700% of the average daily trading volume of the Pricing Period; and that if, following the allotment and issue of ordinary shares to Crescita in respect of the Drawdown Notice, Crescita must not hold an interest in excess of 25% of the voting rights attaching to the Company’s issued ordinary share capital.
The Company has agreed to pay to Crescita certain commitment fees which shall comprise a two per cent. (2%) commission on the amount of the facility (£200,000) which will be settled by way of the issue of 4,000,000 Ordinary Shares at an issue price of £0.05 per share and warrants over 8% of the issued share capital of the Company as of
- ENDS –
For additional information please contact:
Tel: +1 250 877 1394
Tel: +44 (0)207 399 9400
Blytheweigh
Tel: +44 (0)207 138 3204
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