24 December 2019
Imperial X Plc
("Imperial" or the "Company")
Notice of General Meeting
Potential Listing on the Standard Segment of the Official List and New Investment Strategy
The Company is pleased to announce that it has posted a notice convening a General Meeting of the Shareholders to be held on 10 January 2020 at 10.00 a.m. (PST) 6.00 p.m. (GMT) at 890 – 1140 W Pender St. Vancouver, BC V6E 4G1.
A copy of the Circular will shortly be available at: http://www.imperialminerals.com/
A copy of the letter to Shareholders outlining the proposed new Investment Strategy and proposed Standard Listing, are set out in full below in this announcement without material amendment or adjustment.
The directors of the Company accept responsibility for the contents of this announcement.
For further information please contact:
Imperial X Plc
Tel: +1 250 877 1394
Peterhouse Capital Limited
Tel: +44 20 7220 9795
24 December 2019
Notice of General Meeting We are pleased to be writing to you with details of a general meeting (“General Meeting” or “GM”) of Imperial X Plc (the “Company”) which will be held at 890 – 1140 W Pender St. Vancouver, BC V6E 4G1 on 10 January 2020 at 10.00 a.m. (PST) 6.00 p.m. (GMT). The formal notice of the General Meeting is set out on page 4 of this document (“Notice”).
The Directors of the Company have recently undertaken a review of the Company’s investment strategy and the benefits of having its shares continuing to trade on the NEX Growth Market (“NEX”). Having concluded this review, the Company is announcing today that it is proposes to adopt a new business strategy (“New Strategy”), to cancel the admission of its ordinary shares of £0.001 each (“Ordinary Shares”) to trading on NEX (the “Delisting”) and instead seek admission of those Ordinary Shares to the standard segment (“Standard List”) of the Official List of the Financial Conduct Authority (“FCA”) and to trading on the Main Market for listed securities of London Stock Exchange plc (together the “Standard Listing”).
The purpose of this document, therefore, is to give you further information about the background to, and reasons for, the adoption of the proposed New Strategy, the proposed move to the Standard List and the associated Delisting from NEX.
The adoption of the New Strategy is conditional upon shareholder approval being given at the General Meeting which is being convened for this purpose to be held at 890 – 1140 W Pender St. Vancouver, BC V6E 4G1 on 10 January 2020 at 10.00 a.m. (PST) 6.00 p.m. (GMT). The Notice contains the formal resolution (“Resolution”) which is being proposed at the General Meeting to seek such shareholder approval.
An announcement about the proposed Standard Listing and Delisting will be made in due course.
Proposed New Strategy, Delisting and associated Standard Listing
The Company was admitted to NEX on 24 November 2010, during which time it operated as an investment company in the natural resources sector. On 7 January 2019, the Company changed its investment strategy in order to focus on opportunities in the medicinal cannabis sector.
With no outstanding investments made in pursuance of the current investment strategy and, following the appointment of the new management team that took place in September 2019, the Board has been conducting a thorough review of that strategy and its listing on NEX. Having now completed that review, the Board now believes that the medicinal cannabis sector is now not the appropriate strategy to follow. Whilst this sector has the potential to offer good investment opportunities and returns, there are already a number of different companies and investors proposing to enter the market in the UK and there is a risk of the market and investment opportunity being overhyped. Stocks in some of the US and Canadian listed companies that operate in this sector have not fared well of late, with equity valuations down significantly from the highs witnessed earlier this year.
The Board believe it is therefore an appropriate time to change the direction of the Company and to seek to realign the Company’s strategy to focus back on investment opportunities in the Energy Sector, which 2 the Company originally sought to do when it listed on NEX back in 2010. The Board proposes to build a royalty platform business in the oil and gas sector, principally through the acquisition of royalties (such as gross overriding royalty interests) and other mineral interests which are expected to generate positive cashflows for the Company and therefore shareholder returns. The Board will initially focus its efforts on identifying suitable investments in oil and gas assets which are located in the producing and developed basins of onshore United States and which ideally offer the potential for building a regional portfolio of assets located within a particular area. Subsequent to this, the Company may look to acquire interests directly in undeveloped oil and gas assets and then seek to work with operating partners or other appropriate third parties in order to develop those assets and the production of commercially viable hydrocarbons.
As part of the proposed new direction for the Company, the Board has also considered whether a listing of its Ordinary Shares on NEX will continue to benefit shareholders and it has concluded that a Standard Listing is now the correct platform from which to effect the New Strategy and create value for shareholders. The Company has struggled to get sufficient visibility on NEX and, consequently, to raise sufficient funds to effect its current strategy. The Board believes that the Standard Listing will improve its visibility in the market and also enhance its ability to raise further capital over the coming years to support the Company’s new growth strategy and achieve the objectives of long term value creation for shareholders. The Standard Listing is expected to be concluded during the first quarter of 2020. An announcement in relation to the Standard Listing and associated Delisting will be made in due course.
The Board have over 30 years of experience in the natural resources sector and therefore the New Strategy is aligned with the Board’s area of expertise. In order to implement the New Strategy, the Directors are seeking to obtain shareholder approval of it by proposing the Resolution at the General Meeting. The Board believes that such experience, together with their extensive network of contacts, will assist them in identifying, evaluating and funding suitable opportunities. External advisers and investment professionals, in addition to the sub-board managerial advisory committee member (referred to below), will be engaged as necessary to assist with sourcing and due diligence of prospective opportunities. The Directors will also consider appointing additional directors with relevant experience if the need arises.
By successfully implementing this new business strategy, the Board are confident they will achieve shareholder value.
The adoption of the New Strategy will require more than 50 per cent. of the votes cast at the General Meeting to be in favour in order to pass.
Form of Proxy
A form of proxy for the GM is also enclosed. Whether or not you intend to be present at the meeting, you are requested to complete and return the form of proxy in accordance with the instructions thereon so as to arrive as soon as possible at the offices of the Company’s registrar, Share Registrars Limited, no later than 10.00 a.m. (PST) 6.00 p.m. (GMT) on 8 January 2020. The completion and return of a Form of Proxy will not preclude you from attending and voting in person at the GM, if you so wish.
The directors believe that the proposals set out in this letter are in the best interests of the Company and its shareholders as a whole and unanimously recommend that you vote in favour of the Resolution proposed, as they intend to do in respect of their own holdings. Yours sincerely Samuel Anthony “Kyler” Hardy Chairman Imperial X Plc