Welcome!

News Feed Item

Imperial Ginseng Products Ltd. Announces Debt Settlement Completion

VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 01/24/14 -- Imperial Ginseng Products Ltd. (TSX VENTURE: IGP)(TSX VENTURE: IGP.PRA.A) (the "Company" or "Imperial") announces that, further to its press release of October 16, 2013, it has completed the transactions contemplated in the debt settlement agreement (the "Debt Settlement Agreement") with certain officers, directors and significant shareholders of the Company (the "Debt Holders"). As at June 30, 2013, the Company was indebted to the Debt Holders in the amount of $2,984,944 consisting of a current debt of $2,707,578 and unpaid dividends on Class "A" preference shares of $277,366. Under the Debt Settlement Agreement, $1,114,944 of the indebtedness was settled by the issuance of 4,129,422 common shares of the Company at the deemed price of $0.27 per share and the remaining $1,870,000 of the indebtedness will be repaid under the terms of loan agreements (the "Loans") having a maturity date of January 1, 2021, and secured by all of the assets of the Company (including the assets of its subsidiary). The Loans are subordinate to the Company's indebtedness to its commercial bank. During the first four years of the term of the Loans, they do not bear interest and no repayments of principal are required. During the next four years of the term of the Loans, principal shall be repayable as to 25% per annum each January 1, commencing January 1, 2018, and shall bear interest thereafter at the rate of 9% per annum. The Company has the right to pre-pay any amount of the Loans at any time with a 5% prepayment fee.

In addition to the statutory 4 month hold period expiring on May 25, 2014, all of the 4,129,422 shares issued pursuant to the Debt Settlement Agreement are also subject to a negotiated long term hold period expiring as to one-third of the shares at the end of each of the third, fourth and fifth years after their issuance on January 24, 2014.

An Independent Committee of the Board of Directors was formed in 2011 to negotiate the settlement of the indebtedness to the Debt Holders. The Independent Committee recommended the Debt Settlement Agreement and believes it is in the best interest of the Company and all shareholders as it (i) removes uncertainty with respect to the debt by converting the cash settled portion of the debt from a current liability to a long term liability with specific repayment terms, (ii) reduces the Company's total debt from approximately $3 million to $1.87 million, (iii) conserves the Company's cash for the next four years, and (iv) because the interest rate drops from 12% to 9% and no interest is charged for the first four years, saves the Company over $3 million in interest charges over the next eight years.

The transaction has been approved by 91% of the minority shareholders voted at the Company's AGM and by the TSX Venture Exchange, which also changed the Company's tier classification to Tier 2 effective January 23, 2014.

The Debt Holders include Trilogy Bancorp Ltd. ("Trilogy"), a private company, and Stephen McCoach, Hugh Cartwright and Maurice Levesque (through MLTS Holdings Inc.), all officers and directors of the Company. Trilogy, of 310 - 650 West Georgia Street, Vancouver, BC, is owned and controlled equally by the family trusts of Stephen McCoach, Hugh Cartwright and Maurice Levesque. Accordingly, the following information is provided in relation to the shareholdings of each of these Debt Holders.

Trilogy acquired 166,459 common shares (the "Trilogy Shares") of the Company, representing 2.6% of the issued and outstanding shares of the Company calculated as at January 24, 2014, at the deemed price of $0.27 per Trilogy Share. Immediately prior to the closing, Trilogy owned 848,484 common shares of Imperial, representing 35.6% of the issued and outstanding shares of Imperial calculated as at January 23, 2014. After the acquisition of the Trilogy Shares, Trilogy owns 1,014,943 common shares representing 15.6% of the issued and outstanding common shares of the Company calculated as at January 24, 2014. Trilogy has acquired the securities for investment purposes and may acquire further common shares or dispose of its holdings of common shares of the Company both as investment conditions warrant.

Stephen McCoach ("McCoach"), of Vancouver, BC, acquired 2,222,222 common shares (the "McCoach Shares") of the Company, representing 34.1% of the issued and outstanding shares of the Company calculated as at January 24, 2014, at the deemed price of $0.27 per McCoach Share. Immediately prior to the closing, McCoach owned 26,269 common shares of Imperial, representing 1.1% of the issued and outstanding shares of Imperial calculated as at January 23, 2014. After the acquisition of the McCoach Shares, McCoach owns 2,248,491 common shares representing 34.5% of the issued and outstanding common shares of the Company calculated as at January 24, 2014. In addition, McCoach's family trust holds its one-third interest in Trilogy, which holds the number of shares set out above. McCoach has acquired the securities for investment purposes and may acquire further common shares or dispose of its holdings of common shares of the Company both as investment conditions warrant.

Hugh Cartwright ("Cartwright"), of Vancouver, BC, acquired 851,852 common shares (the "Cartwright Shares") of the Company, representing 13.1% of the issued and outstanding shares of the Company calculated as at January 24, 2014, at the deemed price of $0.27 per Cartwright Share. Immediately prior to the closing, Cartwright owned 19,821 common shares of Imperial, representing 0.8% of the issued and outstanding shares of Imperial calculated as at January 23, 2014. After the acquisition of the Cartwright Shares, Cartwright owns 871,673 common shares representing 13.4% of the issued and outstanding common shares of the Company calculated as at January 24, 2014. In addition, Cartwright's family trust holds its one-third interest in Trilogy, which holds the number of shares set out above. Cartwright has acquired the securities for investment purposes and may acquire further common shares or dispose of its holdings of common shares of the Company both as investment conditions warrant.

Maurice Levesque, through MLTS Holdings Inc. ("Levesque"), of North Vancouver, BC, acquired 888,889 common shares (the "Levesque Shares") of the Company, representing 13.7% of the issued and outstanding shares of the Company calculated as at January 24, 2014, at the deemed price of $0.27 per Levesque Share. Immediately prior to the closing, Levesque owned 8,470 common shares of Imperial, representing 0.4% of the issued and outstanding shares of Imperial calculated as at January 23, 2014. After the acquisition of the Levesque Shares, Levesque owns 897,359 common shares representing 13.8% of the issued and outstanding common shares of the Company calculated as at January 24, 2014. In addition, Levesque's family trust holds its one-third interest in Trilogy, which holds the number of shares set out above. Levesque has acquired the securities for investment purposes and may acquire further common shares or dispose of its holdings of common shares of the Company both as investment conditions warrant.

ON BEHALF OF THE BOARD OF DIRECTORS

Stephen McCoach, Chief Executive Officer and Director

For additional information or for a copy of the early warning report, please contact Stephen McCoach.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contacts:
Imperial Ginseng Products Ltd.
Stephen McCoach
(604) 689-8863
[email protected]

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
"CA has been doing a lot of things in the area of DevOps. Now we have a complete set of tool sets in order to enable customers to go all the way from planning to development to testing down to release into the operations," explained Aruna Ravichandran, Vice President of Global Marketing and Strategy at CA Technologies, in this SYS-CON.tv interview at DevOps Summit at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
"Infoblox does DNS, DHCP and IP address management for not only enterprise networks but cloud networks as well. Customers are looking for a single platform that can extend not only in their private enterprise environment but private cloud, public cloud, tracking all the IP space and everything that is going on in that environment," explained Steve Salo, Principal Systems Engineer at Infoblox, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Conventio...
Agile has finally jumped the technology shark, expanding outside the software world. Enterprises are now increasingly adopting Agile practices across their organizations in order to successfully navigate the disruptive waters that threaten to drown them. In our quest for establishing change as a core competency in our organizations, this business-centric notion of Agile is an essential component of Agile Digital Transformation. In the years since the publication of the Agile Manifesto, the conn...
"Codigm is based on the cloud and we are here to explore marketing opportunities in America. Our mission is to make an ecosystem of the SW environment that anyone can understand, learn, teach, and develop the SW on the cloud," explained Sung Tae Ryu, CEO of Codigm, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
"MobiDev is a software development company and we do complex, custom software development for everybody from entrepreneurs to large enterprises," explained Alan Winters, U.S. Head of Business Development at MobiDev, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
Data scientists must access high-performance computing resources across a wide-area network. To achieve cloud-based HPC visualization, researchers must transfer datasets and visualization results efficiently. HPC clusters now compute GPU-accelerated visualization in the cloud cluster. To efficiently display results remotely, a high-performance, low-latency protocol transfers the display from the cluster to a remote desktop. Further, tools to easily mount remote datasets and efficiently transfer...
Coca-Cola’s Google powered digital signage system lays the groundwork for a more valuable connection between Coke and its customers. Digital signs pair software with high-resolution displays so that a message can be changed instantly based on what the operator wants to communicate or sell. In their Day 3 Keynote at 21st Cloud Expo, Greg Chambers, Global Group Director, Digital Innovation, Coca-Cola, and Vidya Nagarajan, a Senior Product Manager at Google, discussed how from store operations and ...
In his session at 21st Cloud Expo, Carl J. Levine, Senior Technical Evangelist for NS1, will objectively discuss how DNS is used to solve Digital Transformation challenges in large SaaS applications, CDNs, AdTech platforms, and other demanding use cases. Carl J. Levine is the Senior Technical Evangelist for NS1. A veteran of the Internet Infrastructure space, he has over a decade of experience with startups, networking protocols and Internet infrastructure, combined with the unique ability to it...
"There's plenty of bandwidth out there but it's never in the right place. So what Cedexis does is uses data to work out the best pathways to get data from the origin to the person who wants to get it," explained Simon Jones, Evangelist and Head of Marketing at Cedexis, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
SYS-CON Events announced today that CrowdReviews.com has been named “Media Sponsor” of SYS-CON's 22nd International Cloud Expo, which will take place on June 5–7, 2018, at the Javits Center in New York City, NY. CrowdReviews.com is a transparent online platform for determining which products and services are the best based on the opinion of the crowd. The crowd consists of Internet users that have experienced products and services first-hand and have an interest in letting other potential buye...
Enterprises are moving to the cloud faster than most of us in security expected. CIOs are going from 0 to 100 in cloud adoption and leaving security teams in the dust. Once cloud is part of an enterprise stack, it’s unclear who has responsibility for the protection of applications, services, and data. When cloud breaches occur, whether active compromise or a publicly accessible database, the blame must fall on both service providers and users. In his session at 21st Cloud Expo, Ben Johnson, C...
"We're developing a software that is based on the cloud environment and we are providing those services to corporations and the general public," explained Seungmin Kim, CEO/CTO of SM Systems Inc., in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
Enterprises are adopting Kubernetes to accelerate the development and the delivery of cloud-native applications. However, sharing a Kubernetes cluster between members of the same team can be challenging. And, sharing clusters across multiple teams is even harder. Kubernetes offers several constructs to help implement segmentation and isolation. However, these primitives can be complex to understand and apply. As a result, it’s becoming common for enterprises to end up with several clusters. Thi...
SYS-CON Events announced today that Telecom Reseller has been named “Media Sponsor” of SYS-CON's 22nd International Cloud Expo, which will take place on June 5-7, 2018, at the Javits Center in New York, NY. Telecom Reseller reports on Unified Communications, UCaaS, BPaaS for enterprise and SMBs. They report extensively on both customer premises based solutions such as IP-PBX as well as cloud based and hosted platforms.
WebRTC is great technology to build your own communication tools. It will be even more exciting experience it with advanced devices, such as a 360 Camera, 360 microphone, and a depth sensor camera. In his session at @ThingsExpo, Masashi Ganeko, a manager at INFOCOM Corporation, introduced two experimental projects from his team and what they learned from them. "Shotoku Tamago" uses the robot audition software HARK to track speakers in 360 video of a remote party. "Virtual Teleport" uses a multip...