Background on Electric Royalties
Electric Royalties’ focus is to acquire a portfolio of royalties over mining projects that will feed the increasing metal demand from the global electrification of cars and shift to rechargeable batteries and renewable energy. Renewable energy is the fastest growing energy sector and production capacity of electric vehicles and batteries is slated to significantly increase over the next decade driving demand growth across several key commodities including copper, nickel, graphite, lithium, manganese, vanadium, tin and cobalt. Electric Royalties intends to focus on these “electric” metals with each of the targeted metals forecast to have sizgnificant supply deficits by 2025 with most targeted metals expected to have significant supply deficits by 2022.
Electric Royalties currently has a portfolio of 6 royalties under binding letter of intent, as a condition precedent to closing on the royalty acquisitions Electric Royalties must complete a
Electric Royalties will focus predominantly on acquiring royalties on advanced stage projects as well as operating projects to build a diversified portfolio located in jurisdictions with low geopolitical risk.
Electric Royalties was incorporated on
Transaction Structure
The Proposed Transaction is expected to be completed by way of a share exchange or other form of business combination determined by the legal and tax advisors to each of Rebel and Electric Royalties, acting reasonably, which will result in Electric Royalties becoming a wholly-owned subsidiary of Rebel or otherwise combining its corporate existence with that of a Rebel entity (the “Resulting Issuer”). The Resulting Issuer will carry on the business heretofore carried on by Electric Royalties upon completion of the Proposed Transaction.
Pursuant to the Proposed Transaction, the current shares of Rebel will be consolidated on the basis of one new Rebel common share for every two existing common shares, resulting in a total of 2,330,000 post-consolidation Rebel shares. Rebel will then acquire 100% of the issued and outstanding shares of the Electric Royalties at a ratio of one post-consolidation Rebel share for every one Electric Royalties share. It is expected that the shareholders of
The completion of the Proposed Transaction will be subject to requisite regulatory approval, including the approval of the
On closing of the Proposed Transaction, Rebel anticipates being classified as a "Tier 2" Investment Issuer that will meet the TSXV's initial listing requirements applicable therefor. The Proposed Transaction will not be a Non-Arm's Length Qualifying Transaction (as that term is defined under Policy 2.4), and as a result, it is anticipated that the approval of the shareholders of Rebel to the Proposed Transaction will not be required. However, depending on the ultimate structuring of the Proposed Transaction, Rebel may be required to obtain shareholder approval under corporate law to approve certain matters ancillary to the Proposed Transaction. No Finders Fees are payable in connection with the Proposed Transaction, and no advances or other consideration will be paid by Rebel to Electric Royalties in advance of closing of the Proposed Transaction.
Proposed Private Placement Financing
It is anticipated that Rebel will complete a private placement of subscription receipts (the “Financing”) for gross proceeds of approximately
Electric Royalties may, concurrently with the Proposed Transaction, as part of the Financing, complete a private placement of securities (“Electric Royalties Private Placement”), subject to the approval of the TSXV. Any securities issued under the Electric Royalties Private Placement, will be acquired by Rebel at a ratio of one post-consolidation Rebel share for every one Electric Royalties security issued.
Proposed Management and Directors
Subject to TSXV approval, on completion of the Proposed Transaction, the board of the Resulting Issuer will be increased to 5 members and it is currently anticipated that it will consist of the following five directors and the management will consist of Mr.
Founder and CEO of Evenor
Co-founder and Chairman of RE Royalties Ltd., a renewable energy royalty company, involved in the acquisition of 63 royalties to date. Over 25 years senior executive experience in corporate finance and mining with a global merger, financing, acquisition and divestiture track record of more than 50 transactions.
Professional
Co-founding director of
Founder and CEO of
CFO RE Royalties Ltd., a renewable energy royalty company, involved in the acquisition of 63 royalties to date. Financial reporting executive with over 20 years of professional experience in accountancy and business management. Has served as CFO for several publicly listed TSX-V resource companies and previously with
Details of insiders of Rebel will be disclosed in a further news release.
Filing Statement and Information Circular
In connection with the Proposed Transaction and pursuant to the requirements of the TSXV, Rebel will file a filing statement or a management information circular on its issuer profile on SEDAR at www.sedar.com, which will contain details regarding the Proposed Transaction, the Financing and Electric Royalties.
Sponsorship
Sponsorship of a qualifying transaction of a capital pool company is required by the TSXV unless an exemption from the sponsorship requirement is available. The parties will be seeking a waiver of any requirement for a sponsor, but in the event a waiver is not obtained, the parties will update the markets accordingly.
Trading Halt
Trading in the common shares of Rebel is currently halted in compliance with the policies of the TSXV. Rebel anticipates that trading will remain halted pending the review of the Proposed Transaction by the TSXV.
General
Rebel will issue additional news releases relating to the Proposed Transaction, including information relating to transaction structure, the shareholders of Electric Royalties, the Electric Royalties Private Placement and summary financial information of Electric Royalties, if and when the parties enter into the definitive agreement.
About Rebel
Rebel is incorporated under the provisions of the Business Corporations Act (
For further information please contact:
Director
Email: craig@agcap.ca
Tel: 604-218-0550
Email: Brendan.yurik@electricroyalties.com
Tel: +1 (604) 364-3540
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statements Regarding Forward-Looking Information
This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the terms and conditions of the Proposed Transaction, the terms of the Non-Brokered Financing and the Brokered Financing and the composition of the board of directors of the resulting issuer upon completion of the Proposed Transaction. Although Rebel believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct.
Forward looking information is typically identified by words such as: “believe”, “expect”, “anticipate”, “intend”, “estimate”, “postulate” and similar expressions, or are those, which, by their nature, refer to future events. Rebel cautions investors that any forward-looking information provided by Rebel is not a guarantee of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: Rebel's ability to complete the Proposed Transaction; the expected timing and terms of the Proposed Transaction and the related private placements; the state of the financial markets for Rebel's securities; the state of the natural resources sector in the event the Proposed Transaction is completed; recent market volatility; Rebel's ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks and factors that Rebel is unaware of at this time. The reader is referred to Rebel's initial public offering prospectus for a more complete discussion of applicable risk factors and their potential effects, copies of which may be accessed through Rebel’s issuer page on SEDAR at www.sedar.com.
The forward-looking statements contained in this press release are made as of the date of this press release. Rebel 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.
Source:2019 GlobeNewswire, Inc., source