NOT FOR RELEASE, DISTRIBUTION, PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
This announcement is an advertisement and not a prospectus. This announcement is not and does not constitute or form part of, and should not be construed as, an offer of securities for subscription or sale in any jurisdiction nor a solicitation of any offer to buy or subscribe for, any securities in any jurisdiction, nor shall it or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This announcement does not constitute a recommendation regarding any securities. Prospective investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws and regulation and on the basis of the information in the final prospectus ("Prospectus”) to be published by the Company, and any supplement thereto, in connection with any a proposed placing of the Company’s new ordinary shares, the proposed acquisitions to be made by the Company and the associated admission of the Company’s issued and to be issued ordinary share capital to the standard segment of the Official List and to trading on the London Stock Exchange PLC’s Main Market for listed securities of London Stock Exchange plc. A copy of the Prospectus will, following publication, be available for viewing on the Company's website at https://www.imperialminerals.com.
22 March 2021
IMPERIAL X ANNOUNCES ITS INTENTION TO LIST ON THE STANDARD SEGMENT OF THE OFFICIAL LIST OF THE LSE AND AN EQUITY RAISE OF UP TO £1.5 MILLION
Imperial X Plc (“Imperial X” or the “Company”) is pleased to confirm its intention to apply for admission of its ordinary shares (the "Ordinary Shares") to trading on the Standard Segment of the Official List and to trading on the London Stock Exchange’s Main Market for listed securities of the London Stock Exchange ("Admission"). Trading of the Company's Ordinary Shares on AQSE will be cancelled simultaneously with Admission. It is also proposed that on Admission to the Official List, the Company will change its name to Cloudbreak Discovery Plc (“Cloudbreak”).
Imperial X’s objective is to use the equity and royalty positions acquired upon Admission to create a solid foundation from which to build a specialist, early-stage natural resource project generator and development business. The Company seeks to continue to acquire, develop, and manage a diverse portfolio of mineral assets in the natural resource sector.
Concurrently with Admission, and subject to receipt of all necessary regulatory approvals, the Company is proposing to raise up to £1.5 million by way of placing of new Ordinary Shares (the “Fundraising”) to support further prospect acquisitions. The Company expects that Admission will become effective in April 2021.
· Diversified access to a wide array of projects
o With effect from Admission, Imperial X will hold equity positions and royalties in a variety of projects in the natural resources sector across multiple jurisdictions, primarily in the Americas and Africa
o The Company has exposure to critical commodities including, gold, silver, copper, titanium, iron, vanadium, bauxite and helium
o The Company has the ability to exit or partially exit positions to provide balance sheet funding for further opportunities
· Imperial X’s range of assets across the capital structure offers investors a largely untapped opportunity in Europe
o The Company utilises a flexible mandate to take advantage of investment returns across the capital structure, both by undertaking front end investments and the backend residual positions in assets such as:
§ Common equity positions
§ Preferred equity positions
§ Convertible debt positions
§ Royalty positions
o This strategy is well established in North American capital markets though has a much smaller representation in Europe and therefore represents an opportunity for the Company to grow with first mover advantage
o The Directors believe the model is capable of bringing investors a high level of scalability and excellent returns whilst not compromising the level of risk being undertaken
· Low-cost, high return exploration model
o In a period of high levels of global uncertainty, Imperial X has specifically chosen a low-cost, high potential return model
o Imperial X has the ability to pivot between commodities for the best prospects and opportunities but has a core focus on bulk, industrial and base materials and metals
o By utilising partner balance sheets and technical teams, the Company is able to keep costs down whilst providing high value returns on exploratory and development projects
· Developed and managed by an experienced team with a proven track record
o Imperial X has a strong Board and management team with technical and transactional experience across deal structures, commodities and jurisdictions
Acquisitions conditional, inter alia, on Admission
o As announced on 28 August 2020, Imperial X had entered into a number of Heads of Agreements to acquire a platform of mineral assets, equity positions and royalty positions (the “Acquisitions”)
o In furtherance of that announcement, the Company announced on 17 February 2021 that it had entered into legally binding agreements in order to effect the Acquisitions
o The Acquisitions, outlined below, are each conditional, inter alia, on approval of Imperial X’s shareholders and Admission taking place, and will establish Imperial X as a growth-focused diversified project generator and natural resource business
I. The acquisition of 100 per cent of Canadian Reporting Issuer Cloudbreak Discovery Corp., subject also to the approval of Cloudbreak shareholders
II. The acquisition of 100 per cent of Howson Ventures Inc., subject also to the approval of Howson shareholders
III. The acquisition of 100 per cent of Cabox Gold Corp., subject also to the approval of Cabox shareholders
IV. The acquisition of various assets in Anglo African Minerals PLC 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
· Pipeline of acquisitions post listing
o The Company has identified a pipeline of potentially complimentary acquisitions and accretive business develop opportunities that are available and will be pursued following Admission
Kyler Hardy, CEO of Imperial X, commented, “We are delighted to be moving to the Standard List of the London market, offering an exciting investment opportunity within the natural resources sector. The change of name to Cloudbreak Discovery enables us to move forward as a reinvigorated company with a portfolio of interests in a number of exciting assets and companies.
“The Company will be a listed project generator and royalty company specialising in sourcing and developing early stage or overlooked assets in the global natural resources sector. With our opportunistic business model to leverage and deploy our IP, our choice of projects is not constrained by geography or commodity which means our business has exposure to a diverse range of commodities and project stages.
“Our experience across the Board and management team provides potential investors with the confidence that our model can deliver a low-cost high, return exploration opportunities by utilising partner balance sheets and technical teams. We are looking forward to growing what is already a promising business, all with the aim of providing shareholders with significant returns.”
The Company intends to develop its portfolio of assets and interests with a focus on the technical merits and inherent value of the assets on a case-by-case basis. The broad nature of the corporate objective will therefore be to incorporate material interests located across multiple jurisdictions.
To increase the likelihood of acquiring and developing valuable assets and also mitigate risks, the Company will utilise expertise held by the Board, management and consultants to focus on strategic development of assets in various stages of value beneficiation, which in turn will allow for the monetisation of assets through the deployment of technical, operational and financial expertise.
The proceeds of the Fundraising will be used as follows:
· To pursue the Group’s immediate objective of developing its existing portfolio of assets and interests and acquiring suitable additions
· To provide working capital to cover the Group’s ongoing annual operating costs
- ENDS –
For additional information please contact:
Imperial X PLC
Tel: +1 604 428 9480
Kyler Hardy, CEO
Kyle Hookey, Director
Tel: +44 207 138 3204
ABOUT IMPERIAL X PLC
Imperial X plc, which will change its name to Cloudbreak Discoveries Plc on Admission, is looking to become a leading natural resource prospect generator, working across a wide array of projects that are being developed and managed by an experienced team with a proven track record. Value accretion within the projects being developed by the new ‘Cloudbreak’ generator model enables a multi asset approach to investing. Diversification within the mining sector and amongst resource classes is key to withstanding the cycles of resource investing.
This announcement does not constitute, or form part of, any offer or invitation to sell, allot or issue, or any solicitation of any offer to purchase or subscribe for, any securities in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment therefor.
Recipients of this announcement who are considering subscribing for or acquiring any shares in the Company following publication of the Prospectus are reminded that any such acquisition or subscription must be made only on the basis of the information contained in the final Prospectus, which may be different from the information contained in this announcement. No reliance may be placed, for any purpose whatsoever, on the information or opinions contained in this announcement or on its completeness. To the fullest extent permitted by applicable law or regulation, no undertaking, representation or warranty, express or implied, is given by or on behalf of the Company, Novum Securities Limited (“Novum”) or its parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or any of their respective directors, officers, partners, employees, agents, affiliates, representatives or advisers or any other person as to the accuracy, sufficiency, completeness or fairness of the information, opinions or beliefs contained in this announcement and, save in the case of fraud, no responsibility or liability is accepted by any of them for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred, howsoever arising, from any use, as a result of the reliance on, or otherwise in connection with this announcement.
Novum, which is authorised and regulated by the Financial Conduct Authority, is acting only for the Company in connection with the proposed Fundraising, Acquisitions and Admission and are not acting for or advising any other person, or treating any other person as their respective client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Novum, or advice to any other person in relation to the matters contained herein. Such persons should seek their own independent legal, investment and tax advice as they see fit. This announcement does not constitute any form of financial opinion or recommendation on the part of Novum or any of its affiliates and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities. Novum is not responsible for the contents of this announcement or the Prospectus. This does not exclude any responsibilities which Novum may have under the Financial Services and Market Act 2000 or the regulatory regime established thereafter. Novum has not authorised or approved the contents of, or any part of, this announcement and no representation or warranty, express or implied, is made by Novum or their affiliates as to any of its contents.
This announcement and its contents are for information purposes only and are directed at and is only being communicated to (a) in the European Economic Area ("EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”) or persons to whom it may otherwise lawfully be communicated to (“Qualified Investors”); (b) in the United Kingdom, persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 (as amended) and regulations made under that Act: (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and Qualified Investors falling within Article 49(2)(a) to (d) of the Order; and/or (ii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This announcement must not be acted on or relied on: (i) in the United Kingdom, by persons who are not relevant persons; and (ii) in any Member State of the EEA, by persons who are not Qualified Investors. It is not intended that this announcement be distributed or passed on, directly or indirectly, to any other class of person and in any event, and under no circumstances should persons of any other description rely on or act upon the contents of this announcement.
Neither this announcement nor any copy of it may be (i) taken or transmitted into or distributed, directly or indirectly, in the United States (within the meaning of regulations made under the US Securities Act of 1933, as amended), (ii) taken or transmitted into, distributed, published, reproduced or otherwise made available or disclosed in Canada, Australia, New Zealand or the Republic of South Africa or to any resident thereof, except in compliance with applicable securities laws, or (iii) taken or transmitted into or distributed in Japan or to any resident thereof for the purpose of solicitation or subscription or offer for sale of any securities or in the context where the distribution thereof may be construed as such a solicitation or offer. Any failure to comply with these restrictions may constitute a violation of the securities laws or the laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.
The Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended (the "Investment Company Act"), and as such investors will not be entitled to the benefits of the Investment Company Act. The Company’s ordinary shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, any "U.S. persons" as defined in Regulation S under the Securities Act ("US Persons"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not require the Company to register under the Investment Company Act. There will be no public offer of the Shares in the United States.
The date of Admission may be influenced by factors such as market conditions. There is no guarantee that the Prospectus will be published or that the Fundraising, Acquisitions and Admission will occur, and you should not base your financial decisions on the Company's intentions in relation to the Fundraising and Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. The value of shares can decrease as well as increase. This announcement does not constitute a recommendation concerning the Fundraising. Persons considering an investment in such investments should consult an authorised person specialising in advising on such investments.
This announcement contains certain statements that are, or may be, forward looking statements with respect to the financial condition, results of operations, business achievements and/or investment strategy of the Company. Such forward looking statements are based on the Company’s board of directors' (the “Board”) expectations of external conditions and events, current business strategy, plans and the other objectives of management for future operations, and estimates and projections of the Company's financial performance. Though the Board believes these expectations to be reasonable at the date of this document they may prove to be erroneous. Forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, achievements or performance of the group, or the industry in which the group operates, to be materially different from any future results, achievements or performance expressed or implied by such forward looking statements.
Certain figures in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly to the total figure given.