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.

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
SYS-CON Events announced today that Hitrons Solutions will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Hitrons Solutions Inc. is distributor in the North American market for unique products and services of small and medium-size businesses, including cloud services and solutions, SEO marketing platforms, and mobile applications.
Smart Cities are here to stay, but for their promise to be delivered, the data they produce must not be put in new siloes. In his session at @ThingsExpo, Mathias Herberts, Co-founder and CTO of Cityzen Data, will deep dive into best practices that will ensure a successful smart city journey.
SYS-CON Events announced today that 910Telecom will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Housed in the classic Denver Gas & Electric Building, 910 15th St., 910Telecom is a carrier-neutral telecom hotel located in the heart of Denver. Adjacent to CenturyLink, AT&T, and Denver Main, 910Telecom offers connectivity to all major carriers, Internet service providers, Internet backbones and ...
SYS-CON Events announced today that eCube Systems, a leading provider of middleware modernization, integration, and management solutions, will exhibit at @DevOpsSummit at 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. eCube Systems offers a family of middleware evolution products and services that maximize return on technology investment by leveraging existing technical equity to meet evolving business needs. ...
DevOps at Cloud Expo – being held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA – announces that its Call for Papers is open. Born out of proven success in agile development, cloud computing, and process automation, DevOps is a macro trend you cannot afford to miss. From showcase success stories from early adopters and web-scale businesses, DevOps is expanding to organizations of all sizes, including the world's largest enterprises – and delivering real results. Am...
Pulzze Systems was happy to participate in such a premier event and thankful to be receiving the winning investment and global network support from G-Startup Worldwide. It is an exciting time for Pulzze to showcase the effectiveness of innovative technologies and enable them to make the world smarter and better. The reputable contest is held to identify promising startups around the globe that are assured to change the world through their innovative products and disruptive technologies. There w...
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago. All major researchers estimate there will be tens of billions devices - comp...
DevOps at Cloud Expo, taking place Nov 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long dev...
SYS-CON Events announced today that StarNet Communications will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. StarNet Communications’ FastX is the industry first cloud-based remote X Windows emulator. Using standard Web browsers (FireFox, Chrome, Safari, etc.) users from around the world gain highly secure access to applications and data hosted on Linux-based servers in a central data center. ...
Traditional on-premises data centers have long been the domain of modern data platforms like Apache Hadoop, meaning companies who build their business on public cloud were challenged to run Big Data processing and analytics at scale. But recent advancements in Hadoop performance, security, and most importantly cloud-native integrations, are giving organizations the ability to truly gain value from all their data. In his session at 19th Cloud Expo, David Tishgart, Director of Product Marketing ...
Data is the fuel that drives the machine learning algorithmic engines and ultimately provides the business value. In his session at Cloud Expo, Ed Featherston, a director and senior enterprise architect at Collaborative Consulting, will discuss the key considerations around quality, volume, timeliness, and pedigree that must be dealt with in order to properly fuel that engine.
19th Cloud Expo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterpri...
There is growing need for data-driven applications and the need for digital platforms to build these apps. In his session at 19th Cloud Expo, Muddu Sudhakar, VP and GM of Security & IoT at Splunk, will cover different PaaS solutions and Big Data platforms that are available to build applications. In addition, AI and machine learning are creating new requirements that developers need in the building of next-gen apps. The next-generation digital platforms have some of the past platform needs a...
SYS-CON Events announced today Telecom Reseller has been named “Media Sponsor” of SYS-CON's 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. 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.
As the world moves toward more DevOps and Microservices, application deployment to the cloud ought to become a lot simpler. The Microservices architecture, which is the basis of many new age distributed systems such as OpenStack, NetFlix and so on, is at the heart of Cloud Foundry - a complete developer-oriented Platform as a Service (PaaS) that is IaaS agnostic and supports vCloud, OpenStack and AWS. Serverless computing is revolutionizing computing. In his session at 19th Cloud Expo, Raghav...