IPG:CC - Imperial Mining Closes $1M Critical Minerals Flow-Through Private Placement

(TheNewswire)

Montréal, Québec - TheNewswire - December 21,2023 - Imperial Mining Group Ltd. (the “Company” or "Imperial") ( TSXV:IPG ) ( OTC:IMPNF ) is pleased to announce that it closed today a non-brokeredCritical Minerals Flow-Through private placement through the issuanceof 10,200,000 shares on a “flow-through” basis  (“ FT Shares ”) at aprice of $0.10 per FT Share for aggregate gross proceeds of $1,020,000(the “ Offering ”).

“The Offering supports our 2024 objectives ofprogressing Crater Lake towards a Pre-Feasibility Study. The Companywill complete fundamental work on the project that supports thePFS.” Said Pierre Neatby, President and CEO of Imperial.

The gross proceeds from the Offering will be used toincur eligible “Canadian critical minerals exploration expenses”at the Company’s Crater Lake Scandium project in Québec that willqualify as “flow-through critical mineral mining expenditures”within the meaning of the Income Tax Act (Canada).

In connection with the Offering, the Company paidfinders’ fees for a total of $51,000 in cash to finders, which wereall at arms’ length with the Company. All securities issued pursuantto the Offering are subject to the applicable statutory hold period offour (4) months and one (1) day from the closing date. The Offering issubject to the final approval of the TSX Venture Exchange (the“ TSXV ”).

This news release does not constitute an offer to sellor a solicitation of an offer to sell any of the securities in theUnited States. The securities have not been and will not be registeredunder the United States Securities Act of 1933, as amended (the“ U.S. SecuritiesAct ”) or any state securities laws and may notbe offered or sold within the United States or to U.S. Persons unlessregistered under the U.S. Securities Act and applicable statesecurities laws or an exemption from such registration isavailable.

Multilateral Instrument 61-101

Two directors and one officer of the Company, namelyJeffrey Swinoga, Nicholas Nikolakakis and Luc C. Duchesne, eachacquired, respectively, 100,000, 100,000 and 150,000 FT Shares in theOffering, and such transaction is considered to be a “related partytransaction” 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% and0.88% on a partly diluted basis, respectively). The transaction isexempt from the formal valuation and minority shareholder approvalrequirements of MI 61-101 as the Company is listed on the TSXV and thefair market value of any securities issued to or the considerationpaid does not exceed 25% of the Company’s market capitalization.Imperial did not file a material change report more than 21 daysbefore the closing of the Offering, as the details of theaforementioned insiders’ participation had not been confirmed atthat time. The Board Members of Imperial reviewed the state of thefinancial market and unanimously determined that the terms andconditions of the Offering, including the subscriptions of the relatedparties, were fair and equitable and represented the best strategicfinancing option available.

Investor Relations

As announced on November 27, 2023, Imperial has engagedFig 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 willvest according to the following vesting schedule: 25% shall vest uponthe date that is 3 months from the date of issue; 25% shall vest uponthe date that is 6 months from the date of issue; 25% shall vest uponthe date that is 12 months from the date of issue; and the remaining25% shall vest upon the date that is 18 months from the date of issue.As such, vested options will expire ninety (90) days following thetermination of the IR Agreement and the unvested will expireimmediately upon such termination. Otherwise, Fig House’s monthlyretainer will be paid by Imperial from its own cash and cashequivalents.

ABOUTIMPERIAL MINING GROUP LTD.

Imperial is a Canadian technologymetals company focused on advancing its flagship Crater Lake scandiumand rare earth  projects in Québec. Imperial is publicly listed onthe TSX Venture Exchange as “IPG” and on the OTCQB Exchange as“IMPNF” and is led by anexperienced team of mineral development professionals.

For further information pleasecontact:

Website: www.imperialmgp.com Twitter: @imperial_mining Facebook:

Neither TSX Venture Exchange nor itsRegulation Services Provider (as that term is defined in the policiesof the TSX Venture Exchange) accepts responsibility for the adequacyor accuracy of this release.

Copyright (c) 2023 TheNewswire - All rights reserved.