IGP Imperial Ginseng Products Ltd

Imperial Ginseng Products Ltd. (TSX VENTURE:IGP) (TSX VENTURE:IGP.PR.A) (the
"Company") announces that it has entered into a debt settlement and debt
reorganization agreement (together 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 will be 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 debentures (the "Debentures") having a term of eight years commencing January
1, 2014, and to be secured by all of the assets of the Company. The Debentures
will be subordinate to the Company's indebtedness to its commercial bank. During
the first four years of the term of the Debentures, they will not bear interest
and no repayments of principal will be required. During the next four years of
the term of the Debentures, 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 Debentures at any time with a 5% prepayment fee. 


All shares issued pursuant to the debt settlement will be 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 issuance.


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 has recommended the Debt Settlement Agreement and believes
it is in the best interest of the Company and all shareholders as it (i) removes
uncertainly 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 is subject to the approval of the TSX Venture Exchange and the
shareholders of the Company.


The Debt Holders include Trilogy Bancorp Ltd. ("Trilogy"), a private company,
and Stephen McCoach, Hugh Cartwright and Maurice Levesque, 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.


Upon the receipt of the requisite approvals and the closing of the Debt
Settlement Agreement, Trilogy will acquire 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 October 15, 2013, at the deemed price of $0.27
per Trilogy Share. After the acquisition of the Trilogy Shares, Trilogy will own
1,014,943 common shares representing 15.6% of the issued and outstanding common
shares of the Company calculated as at October 15, 2013. Trilogy will be
acquiring 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.


Upon the receipt of the requisite approvals and the closing of the Debt
Settlement Agreement, Stephen McCoach ("McCoach"), of Vancouver, BC, will
acquire 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 October 15, 2013, at the deemed price of $0.27 per McCoach
Share. After the acquisition of the McCoach Shares, McCoach will own 2,252,091
common shares representing 34.6% of the issued and outstanding common shares of
the Company calculated as at October 15, 2013. In addition, McCoach's family
trust will hold its one-third interest in Trilogy, which will hold the number of
shares set out above. McCoach will be acquiring 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.


Upon the receipt of the requisite approvals and the closing of the Debt
Settlement Agreement, Hugh Cartwright ("Cartwright"), of Vancouver, BC, will
acquire 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 October 15, 2013, at the deemed price of $0.27 per Cartwright
Share. After the acquisition of the Cartwright Shares, Cartwright will own
900,387 common shares representing 13.8% of the issued and outstanding common
shares of the Company calculated as at October 15, 2013. In addition,
Cartwright's family trust will hold its one-third interest in Trilogy, which
will hold the number of shares set out above. Cartwright will be acquiring 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.


Upon the receipt of the requisite approvals and the closing of the Debt
Settlement Agreement, Maurice Levesque ("Levesque"), of North Vancouver, BC,
will acquire 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 October 15, 2013, at the deemed price of $0.27 per Levesque
Share. After the acquisition of the Levesque Shares, Levesque will own 897,359
common shares representing 13.8% of the issued and outstanding common shares of
the Company calculated as at October 15, 2013. In addition, Levesque's family
trust will hold its one-third interest in Trilogy, which will hold the number of
shares set out above. Levesque will be acquiring 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 Imperial Ginseng Products Ltd.


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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Imperial Ginseng Products Ltd.
Stephen McCoach
Chief Executive Officer and Director
(604) 689-8863


Imperial Ginseng Products Ltd.
Suite 310, 650 West Georgia Street
Vancouver, BC V6B 4N7
(604) 689-8863
info@imperialginseng.com

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