/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
CALGARY, Jan. 5, 2017 /CNW/ - Further to its news releases of December 9, 2016 and December 12, 2016, Roll-Up Capital Corp. (TSX.V: ROL.P - the "Company" or "Roll-Up"), a capital pool company ("CPC"), announces that it has entered into an amending agreement (the "Amending Agreement") amending the terms of the plan of arrangement (the "Plan") set forth as a schedule to the arrangement agreement dated December 9, 2016 (the "Agreement") between Roll-Up and Renntiger Resources Limited ("Renntiger").
The amendments to the Plan were made with a view to clarifying the process by which shareholders of Renntiger would receive shares in the capital of Roll-Up if the transaction contemplated by the Agreement is completed.
A copy of the Amending Agreement, including the amended Plan, will be filed under the Company's profile on the SEDAR website.
About Roll-Up Capital Corp.
Roll-Up is a CPC that completed its initial public offering and obtained a listing on the Exchange in September 2015 (trading symbol: "ROL.P"). Prior to entering into the Agreement, Roll-Up did not carry on any active business activity other than reviewing potential transactions that would qualify as Roll-Up's Qualifying Transaction.
About Renntiger Resources Ltd.
All information in this Press Release relating to Renntiger is the sole responsibility of Renntiger. Management of Roll-Up has not independently reviewed this disclosure nor has Roll-Up's management hired any third party consultants or contractors to verify such information.
Renntiger is a private junior mineral exploration company, formed in 2010 and registered in British Columbia, with a wholly owned subsidiary, Renntiger Resources USA Ltd., registered in Nevada. Renntiger is based in Vancouver, BC. Michael Gunning (Ph. D., P.Geo.) and Darrin Wagner (M.Sc.,P.Geo.) are the founders and principals of Renntiger, and bring over 50 years of combined industry experience to the company.
Renntiger has been active since 2012. It has raised approximately C$3,200,000 in the past four years. The focus is early-stage copper and gold exploration in the western United States, namely Nevada. Renntiger holds 100% interests in properties in Humboldt County, Mineral County and Nye County. Working capital exceeds C$500,000, and exploration is ongoing on its core asset, the Bonita Property.
As noted in Roll-Up's press release of December 9, 2016, completion of the transaction contemplated by the Agreement and the Plan is subject to a number of conditions including, without limitation, approval of the TSX Venture Exchange, approval of the shareholders of Renntiger and court approval. There can be no assurance that the transaction will be completed as proposed or at all.
ON BEHALF OF THE BOARD OF DIRECTORS:
Michael G. Thomson,
President, Chief Executive Officer,
Chief Financial Officer and Director
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Completion of the transaction contemplated in the Agreement is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that such 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 contemplated by the Agreement, any information released or received with respect to such 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the transaction contemplated by the Agreement and has neither approved nor disapproved the contents of this press release.
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 press release.
SOURCE Roll-Up Capital Corp.
For further information: Michael Thomson, Email: [email protected], Phone: (403) 303-2770 or (604) 312-4777