/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES./
CALGARY, Dec. 9, 2016 /CNW/ - Roll-Up Capital Corp. (TSX.V: ROL.P - the "Company" or "Roll-Up"), a capital pool company ("CPC"), is pleased to announce it has entered into an arrangement agreement dated December 9, 2016 (the "Agreement") with Renntiger Resources Limited ("Renntiger"), a private mineral exploration company registered in British Columbia, based in Vancouver, and active in copper and gold exploration in Nevada, USA, pursuant to which Roll-Up will acquire all of the outstanding shares of Renntiger (the "Renntiger Shares") by way of a plan of arrangement (the "Transaction"). Roll-Up intends that the Transaction will constitute its Qualifying Transaction, as such term is defined in the policies of the TSX Venture Exchange (the "Exchange").
In connection with the Transaction, Roll-Up anticipates consolidating its shares (the "Roll-Up Shares") on the basis of 1 (new) Roll-Up Share for every 3 (old) Roll-Up Shares (the "Consolidation"), and continuing out of the Province of Alberta into the Province of British Columbia (the "Continuance"). At the Company's annual and special meeting of shareholders held on November 4, 2016, shareholders of the Company approved many of the resolutions required to enable the Company to reorganize to complete the Transaction, which included approval for the Consolidation, the Continuance and a change of name of the Company (the "Name Change").
The purpose of the Transaction is the creation of a publicly-listed, Nevada-focused exploration company utilizing Renntiger's mineral exploration strategy and discovery-based value creation model. The working capital of the combined entity (the "Resulting Issuer"), upon successful closing of the Transaction and the concurrent Financing will be approximately C$4,000,000, sufficient to support Renntiger's current two year exploration strategy, and the ongoing evaluation of new opportunities.
Summary of the Qualifying Transaction
The Agreement contemplates Roll-Up and Renntiger completing an arm's length business combination transaction by way of a court-approved statutory plan of arrangement, pursuant to which Roll-Up will acquire all of the issued and outstanding Renntiger Shares in exchange for Roll-Up Shares on the basis of one post-Consolidation Roll-Up Share for each one Renntiger Share. On completion of the Transaction, the current shareholders of Renntiger will own a majority of the issued and outstanding shares of the Resulting Issuer and Renntiger will become a wholly-owned subsidiary of the Resulting Issuer.
All of the current shareholders of Renntiger act at arm's length to Roll-Up and all of the current shareholders of Roll-Up act at arm's length to Renntiger.
At the Company's request, trading in the Roll-Up's Shares has been halted by the Exchange. Trading is expected to remain halted until, at the earliest, the completion of the Transaction.
As part of the Agreement, Renntiger and Roll-Up have agreed not to solicit or negotiate with any other entities in regard to a transaction similar to the Transaction. In addition, as part of the Transaction, the directors and officers of Renntiger have entered into support agreements whereby they will agree to vote their Renntiger Shares in favour of the Transaction at a meeting of the Renntiger shareholders called for such purpose.
Each of Roll-Up and Renntiger will bear their own costs in respect of the Transaction, subject to the occurrence of certain termination events provided in the Agreement.
The completion of the Transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to (i) the completion of the Financing; (ii) court approval of the Arrangement, (iii) the approval by the shareholders of Renntiger to complete the Transaction, (iv) the completion of the Continuance, the Consolidation and the Name Change; (v) the absence of any material adverse change, material litigation, claims, investigations or other matters affecting Roll-Up and Renntiger, including any subsidiaries or related companies of Renntiger; and (vi) receipt of all requisite regulatory, stock exchange, court or governmental authorizations and consents, including the Exchange. There can be no assurance that the Transaction will be completed on the terms proposed above or at all.
Private Placement Financing
A condition to the completion of the Transaction, is that Renntiger complete a financing for gross proceeds of up to C$3,000,000 (the "Brokered Financing''). It is anticipated that this financing will be undertaken as a "best efforts" brokered private placement of up to 10,000,000 subscription receipts (the "Subscription Receipts") at an indicative price of $0.30 per Subscription Receipt (the "Issue Price"). Concurrent to the Brokered Financing, Renntiger will complete a non-brokered private placement (the "Pre-Emptive Financing" and together with the Brokered Financing, the "Financing") of up to an additional 4,500,000 Subscription Receipts at the Issue Price pursuant to the exercise of pre-existing participation rights by certain existing shareholders of Renntiger. GMP Securities L.P. has been engaged to act as lead agent (the "Agent") in connection with the Brokered Financing which, together with the Pre-Emptive Financing, is anticipated to close on or about January 31, 2017.
The gross proceeds of the Financing are to be deposited in escrow at closing pending the satisfaction of certain escrow release conditions (including among other things, the completion of all conditions precedent to the Transaction and the obtaining of all required director, shareholder and third party approvals for the Transaction, in each case to the satisfaction of the Agent (the "Escrow Release Conditions").
Each Subscription Receipt shall entitle the holder thereof to receive, without payment of any additional consideration and subject to adjustment, one Renntiger Share upon satisfaction or waiver of the Escrow Release Conditions prior to March 31, 2017 (the "Escrow Release Deadline") and will be subsequently exchanged for one post-Consolidation Roll-Up Share pursuant to the Transaction.
If (i) the Escrow Release Conditions are not satisfied on or before the Escrow Release Deadline, or (ii) prior to the Escrow Release Deadline, Renntiger and/or Roll-Up advises the Agent or announces to the public that it does not intend to satisfy the Escrow Release Conditions, the escrowed funds (plus accrued interest earned thereon) shall be returned to the holders of the Subscription Receipts on a pro rata basis and the Subscription Receipts will be cancelled without any further action on the part of the holders.
Sponsorship of the Qualifying Transaction
Sponsorship of a "Qualifying Transaction" of a CPC is required by the Exchange unless exempt therefrom in accordance with the Exchange's policies. Given the size and nature of the Transaction, including the amount of the Financing, Roll-Up intends to apply for an exemption from the sponsorship requirements pursuant to the policies of the Exchange. If the exemption is not granted by the Exchange, then Roll-Up would be required to engage a sponsor.
Roll-Up will prepare and disseminate a subsequent Press Release of information regarding summary financial and geological information on Renntiger and the specifics and mechanics of the Financing.
The Resulting Issuer
It is estimated that there will be approximately 37 million common shares of the Resulting Issuer issued and outstanding immediately following closing of the Transaction (on a fully-diluted basis), with former Roll-Up shareholders holding approximately 6% of such common shares, former Renntiger shareholders holding approximately 65% of such common shares and subscribers under the Brokered Financing holding approximately 29% of such common shares.
Upon completion of the Transaction, all of the existing directors and officers of Roll-Up, other than Michael Thomson, will resign and the management of the Resulting Issuer will include the persons identified below:
Michael Gunning – CEO - Vancouver, BC
Dr. Gunning has over 25 years of experience in mineral exploration and geological research. His experience spans work in federal and provincial geological surveys, global exploration with major mining companies, and executive leadership in the junior exploration sector. He is extensively published, holds several industry awards, and is past-president of numerous industry organizations.
Most recently, Dr. Gunning was Executive Chairman of Alpha Minerals, which was acquired for C$180 million in 2013 following the discovery of the Patterson Lake uranium deposit in the Athabasca Basin, Saskatchewan. Prior to Alpha, he was the CEO of Hathor Exploration Limited, where he led successive resource and PEA milestones for Hathor's Roughrider uranium deposit discovery, and guided Hathor successfully through a hostile takeover bid to an eventual C$654 million acquisition by Rio Tinto, one of the top ten deals in 2011 in the entire global mining sector. He is currently a director of Galena International Resources Inc. (TSX-V).
Darrin Wagner - Chairman - Vancouver, BC
Mr. Wagner is a Professional Geologist with 20 years of exploration and corporate development experience. Mr. Wagner spent the first 10 years of his career as a project geologist and manager in North and South America with two of Canada's largest and most successful exploration and mining companies: Noranda (now Xstrata) and; Cominco (now Teck).
In 1999 Mr. Wagner became Vice-President, Exploration for New Millennium Metals Corp. which was successfully merged with Platinum Group Metals Ltd. in 2002. Mr. Wagner served as Exploration Manager for TSX listed Platinum Group Metals through the acquisition, discovery and initial delineation of the multi-million ounce West Bushveld PGE deposit in South Africa.
Mr. Wagner became President of Sydney Resource Corp., in September 2005 and helped engineer the successful merger between Sydney and Band Ore Resources to form West Timmins Mining Inc. in 2006. He then served as a President, CEO, Director and Qualified Person for West Timmins Mining through the discovery of the high-grade Thunder Creek Gold Zone in Timmins, Ontario and the acquisition of West Timmins by Lake Shore Gold in an all share deal valued at $424 million which was completed in November of 2009.
Mr. Wagner is President and CEO of Balmoral Resources Ltd., a TSX-V listed Canadian gold explorer which he and associates founded in 2010. He is also a director of Palamina Corp., also on the TSX-V.
Craig Lindsay – Director - Vancouver, BC
Mr. Lindsay has over 18 years of experience in corporate finance, investment banking and business development in both North America and Asia. His recent focus has been on mineral resources in the western United States. He is currently President and CEO of Otis Gold Corporation, a junior exploration company advancing the Kilgore gold project in Idaho.
Previously, Mr. Lindsay was President and CEO of Magnum Uranium Corp. until its merger with Energy Fuels Inc. in July 2009. Prior to that he was a Vice President in the Corporate Finance and Investment Banking Group at PricewaterhouseCoopers LLP. Mr. Lindsay was a founding Director of Malasapina Capital Ltd., a junior capital pool company, and was responsible for identifying its merger with Miranda Mining Corp (a Mexican-based gold producer that was subsequently acquired by Wheaton River Minerals). He is currently a Director of Tarsis Resources Ltd. (TSX-V) and Philippine Metals Inc. (TSX-V).
Michael "Mick" G. Thomson – Director - Calgary, AB
Mr. Thomson has over 30 years of experience in the securities industry, as a lawyer, regulator, investment banker, Vice President with two securities dealers and an entrepreneur. Mr. Thomson has been the President and principal of Independent Capital Partners Inc., a corporate finance consulting and advisory company since May, 1998. He is also a past independent director of the Lil'Wat Business Corporations, the business arm of the Mt. Currie (Pemberton) First Nations Band.
Mr. Thomson is the former founder or co-founder of three resource companies that subsequent to his tenure went on to be acquired by majors, including: Bonita Capital (became Palmarejo Silver & Gold and was acquired by Coeur Mining (NYSE: CDE)); Penfold Capital (became PBS Coals and was taken private); and Richmond Row Capital (became Gold Royalties and was then acquired by Sandstorm Gold (TSX: SSL)).
Mr. Thomson is currently a director of Roll-Up Capital Corp. ( TSXV: ROL.P), Solegear Bioplastic Technologies Inc. ( TSXV: SGB), Century Energy Ltd. ( TSXV: CEY.H) and Metropolitan Energy Corp. ( TSXV: MOE).
New Incentive Stock Option Plan
Following completion of the Transaction, the Resulting Issuer is expected to implement a new incentive stock option plan, the terms and conditions of which will be implemented and determined by the board of directors of the Resulting Issuer.
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 is currently around C$600,000, and exploration is ongoing on its core asset, the Bonita Property. Renntiger plans to drill test numerous and distinct porphyry copper targets on the Bonita property in 2017, in accordance to the recommended work programs and budgets in an independent technical report completed on the property in 2015.
As noted above, completion of the Transaction is subject to a number of conditions including, without limitation, approval of the Exchange, approval of the shareholders of Renntiger and Roll-Up, court approval of the Transaction, completion of the Consolidation and Continuation by Roll-Up and completion of the Financing by Renntiger. Where applicable, the Transaction cannot close until the required approvals have been 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 continuous disclosure document containing full, true and plain disclosure regarding the Transaction, required to be filed with the securities regulatory authorities having jurisdiction over the affairs of the Company, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. The trading in the securities of Roll-Up on the Exchange, if reinstated prior to completion of the Transaction, should be considered highly speculative.
ON BEHALF OF THE BOARD OF DIRECTORS:
Michael G. Thomson,
President, Chief Executive Officer,
Chief Financial Officer and Director
Disclaimer for Forward-Looking Information
This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Roll-Up's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the business plans of Roll-Up, Renntiger, and the Resulting Issuer, the Financing, the Transaction (including Exchange approval, court approval, and the closing of the Transaction) and the board of directors and management of the Resulting Issuer upon completion of the Transaction. Such statements and information reflect the current view of Roll-Up. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the following risks:
- there is no assurance that the Financing will be completed or as to the actual offering price or gross proceeds to be raised in connection with the Financing. In particular, the amount raised may be significantly less than the amounts anticipated as a result of, among other things, market conditions and investor behaviour;
- there is no assurance that Roll-Up and Renntiger will obtain all requisite approvals for the Transaction , including the approval of the Renntiger Shareholders, the approval of the Exchange for the Transaction (which may be conditional upon amendments to the terms of the Transaction) or court approval of the Transaction;
- following completion of the Transaction, the Resulting Issuer may require additional financing from time to time in order to continue its operations. Financing may not be available when needed or on terms and conditions acceptable to the Resulting Issuer;
- new laws or regulations could adversely affect the Resulting Issuer's business and results of operations;
- the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance;
There are a number of important factors that could cause Roll-Up's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: currency fluctuations; limited business history of Roll-Up; disruptions or changes in the credit or security markets; results of operation activities and development of projects; project cost overruns or unanticipated costs and expenses, fluctuations in commodity prices, and general market and industry conditions.
Roll-Up cautions that the foregoing list of material factors is not exhaustive. When relying on Roll-Up's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Roll-Up has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF ROLL-UP AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE ROLL-UP MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
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 is subject to a number of conditions, including but not limited to, Exchange acceptance. 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 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 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