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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.
Cautionary Note
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.