Imperial Ginseng Provides Update on Transaction with One Bullion

PRESS RELEASE
Imperial Ginseng Provides Update on Transaction with One Bullion
VANCOUVER, BRITISH COLUMBIA, May 8, 2025 – Imperial Ginseng Products Ltd. (TSXV: IGP) (the “Company”), further to its April 8, 2025 news release, provides a further update with respect to its previously announced reverse takeover (a “RTO”) transaction with One Bullion Ltd. (“One Bullion”), a private arm’s length Ontario incorporated gold exploration company headquartered in Toronto, Ontario with projects located in Botswana, pursuant to the terms of a merger agreement dated September 11, 2024, as amended (the “Merger Agreement”), with One Bullion and 1000975360 Ontario Inc. (“NewCo”), a newly incorporated wholly-owned Ontario subsidiary of Company (the “Transaction”).

Transaction Update
The Company and One Bullion continue to conduct due diligence and work towards the closing of the Transaction. In connection with these efforts, the parties have entered into a second amendment agreement amending certain terms of the Merger Agreement. Amongst the amendments, the parties have agreed to extend the date by which the Transaction must close from June 30, 2025 to July 31, 2025 as well as to amend the terms of the previously announced concurrent financing (the “Concurrent Financing”) being conducted in conjunction with the Transaction.

Amended Concurrent Financing Terms
In connection with the Transaction, OBL intends to complete the Concurrent Financing; a brokered concurrent financing of a minimum of 6,666,666 and a maximum of 22,222,222 subscription receipts (each, a “Subscription Receipt”) at $0.45 per Subscription Receipt to raise minimum gross proceeds of $3,000,000 and maximum gross proceeds of $10,000,000, subject to increase by up to 25% pursuant to an over-allotment option. The Concurrent Financing will be effected pursuant to an agency agreement (the “Agency Agreement”) to be entered into with Arcstone Capital (a division of Gillford Capital Inc.), as lead agent, and a syndicate of agents (collectively, the “Agents”).
The gross proceeds of the Concurrent Financing, less the commission and expenses payable to the Agents pursuant to the Agency Agreement (the “Escrowed Funds”), shall be deposited into escrow with a mutually acceptable escrow agent. In the event that certain release conditions in connection with the Subscription Receipts (collectively, the “Release Conditions”) are satisfied on or prior to July 31, 2025: (i) the Subscription Receipts shall, without any further action on behalf of any holder thereof or consideration, convert into units (each, an “OBL Unit”) of OBL; and (ii) the Escrowed Funds shall be released from escrow to OBL. In the event that the Release Conditions are not satisfied on or prior to July 31, 2025, the purchase price paid for the Subscription Receipts shall be refunded to the subscribers in the Concurrent Financing without interest or deduction, the Subscription Receipts shall be canceled and no party shall have any further obligations in respect thereof.
Each OBL Unit issuable upon conversion of the Subscription Receipts shall consist of either: (i) in the event the Release Conditions are satisfied on or prior to June 15, 2025, one OBL Share and one share purchase warrant (each, an “OBL CF Warrant”); or (ii) in the event the Release Conditions are satisfied after June 15, 2025 and on or prior to July 31, 2025, one OBL Share and 1.25 OBL CF Warrants. Each whole OBL CF Warrant will entitle the holder thereof to acquire one OBL Share at an exercise price of $0.60 until the date which is 24 months following the closing of the Concurrent Financing, provided that in the event that the closing price of the OBL Shares (or the Imperial Post-Consolidation (as defined below) Shares following completion of the Transaction) is equal to or exceeds $1.00 per share for any 10 consecutive trading days on the TSX Venture Exchange (“TSXV”) (or such other recognized Canadian securities exchange), OBL (or the Resulting Issuer (as defined below) following completion of the Transaction) may accelerate the expiry date of the outstanding OBL CF Warrants by providing 30 days’ notice pursuant to the dissemination of a press release announcing such accelerated expiry date, and, in such case, the outstanding OBL CF Warrants will expire on the 30th day after the date of such notice (the “Acceleration Right”).

Pursuant to the Agency Agreement, OBL has agreed to issue to the Agents such number of broker warrants (each, an “OBL Broker Warrant”) as is equal to 8% of the number of Subscription Receipts sold in the Concurrent Financing (subject to reduction to 4% for Subscription Receipts sold to purchasers on the “president’s list”). Each OBL Broker Warrant shall be exercisable to acquire one OBL Share at $0.45 per share until the date which is 24 months following the closing of the Concurrent Financing, subject to the Acceleration Right.
Pursuant to the Merger Agreement, upon the closing of the Transaction, it is intended that the OBL Shares and OBL Warrants issued upon the due conversion of the Subscription Receipts will automatically be exchanged on a one-for-one basis into common shares and share purchase warrants of Imperial Ginseng, in each case, as constituted after giving effect to a consolidation of the outstanding common shares of Imperial Ginseng on a 0.333333:1 basis as contemplated by the Merger Agreement (the “Consolidation”).

General
The Transaction is subject to the approval of the TSXV and is intended to constitute the RTO of the Company by One Bullion as defined in TSXV Policy 5.2 – Change of Business and Reverse Takeovers (“Policy 5.2”). The combined company that will result from the completion of the Transaction (thereafter referred to as the “Resulting Issuer”) will be renamed “One Bullion Limited” or such other name as agreed to by One Bullion. Subject to TSXV approval, the common shares of the Resulting Issuer will trade on the TSXV under a new trading symbol to be determined by the parties and the Resulting Issuer will seek to be listed as a Tier 2 mining issuer. The Transaction is an Arm’s Length Transaction (as such term is defined in TSXV Policy 1.1 – Interpretation) and, in connection with the announcement of the Transaction, trading in the common shares of the Company has been halted and is expected to remain halted until the closing of the Transaction. For more information on the Transaction and the terms of the Merger Agreement, please see the Company’s news releases dated September 12, 2024 and April 8, 2025 filed under the Company’s profile on SEDAR+.

About One Bullion Ltd.
Established in 2018, One Bullion is a gold exploration company, headquartered in Toronto, Ontario, who owns three exploration projects covering an aggregate of 8,004 km² of land in the country of Botswana. One Bullion’s primary focus is to become a world-class mining and exploration enterprise, while making a conscientious effort to do what’s best for the environment, the local communities in Botswana, while, at the same time, ensuring a profitable future for its stakeholders.

Additional Information
All information contained in this news release with respect to the Company and One Bullion was supplied, for inclusion herein, by each respective party and each party and its directors and officers have relied on the other party for any information concerning such other party. Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

About Imperial Ginseng Products Ltd.
The Company is currently seeking new business opportunities and remains committed to providing investors with future value.

ON BEHALF OF THE BOARD OF DIRECTORS
“Stephen McCoach”
Chief Executive Officer and Director
For additional information, please contact Stephen McCoach at:
Imperial Ginseng Products Ltd.
Suite 702, 1030 West Georgia Street Vancouver, BC V6E 2Y3
Tel: (236) 479-0909; (778) 955-1298
Email: general@imperialginseng.com

Forward Looking Statements
Certain statements in this news release are forward-looking statements, which reflect the expectations of management regarding the Company’s completion of the Transaction, the Concurrent Financing and related transactions. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future, including but not limited to, the Company completing the Transaction and all conditions to closing related thereto, the completion of the Concurrent Financing and the Consolidation, the name and business carried on by the Resulting Issuer, and all matters related to the foregoing include, but not limited to, the approval of the TSXV. Such statements are subject to assumptions, risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of the Company. The risks include the following: the requisite corporate and shareholders approvals of the directors and shareholders of the Company or One Bullion, as applicable, may not be obtained; One Bullion may be unable to close the Concurrent Financing, in full or in part, upon the terms and conditions contemplated or at all; the TSXV may not approve the Transaction or the Consolidation; that the parties may be unable to satisfy the Release Conditions or the closing conditions in accordance with the terms and conditions of the Merger Agreement; and other risks that are customary to transactions of this nature. The ongoing disputes in Ukraine and Palestine also continue to pose risks that are currently indescribable and immeasurable. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. The reader is cautioned not to place undue reliance of any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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.