/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
CALGARY, Feb. 9, 2017 /CNW/ - Roll-Up Capital Corp.
(TSX.V: ROL.P - the "Company" or "Roll-Up"), a
capital pool company, is pleased to announce the closing by
Renntiger Resources Limited ("Renntiger") of: (i) a brokered
private placement of 13,333,333 subscription receipts (the
"Subscription Receipts") at an issue price of
$0.30 per Subscription Receipt (the
"Issue Price") for aggregate gross proceeds of approximately
$4 million (the "Brokered
Offering") and (ii) a non-brokered private placement of
1,382,364 Subscription Receipts at the Issue Price for additional
aggregate gross proceeds of approximately $415,000, pursuant to the exercise of
pre-existing participation rights by an existing shareholder of
Renntiger (the "Non-Brokered Offering", and together with
the Brokered Offering, the "Offering"). The Offering
was completed in connection with a proposed plan of arrangement
transaction (the "Plan of Arrangement") between Roll-Up and
Renntiger, which will constitute Roll-Up's "Qualifying Transaction"
(the "Transaction") on the TSX Venture Exchange (the
"TSXV"). Following the completion of the Transaction,
Roll-Up is referred to herein as the "Resulting Issuer"),
and pursuant to the Transaction, all of the securities of Renntiger
will be exchanged for, or will entitle the holders thereof to
receive, securities of the Resulting Issuer.
Each Subscription Receipt will entitle the holder thereof to
receive, without payment of any additional consideration, and,
subject to adjustment, one unit of Renntiger (a "Unit"),
upon satisfaction or waiver of the Escrow Release Conditions prior
to the Escrow Deadline (each as defined below). Each Unit is
comprised of one common share of Renntiger (a "Unit Share")
and one-half of one common share purchase warrant of Renntiger
(each whole common share purchase warrant, a "Warrant").
Each Warrant entitles the holder thereof to purchase one common
share of Renntiger (a "Warrant Share") at a price of
$0.60 per Warrant Share for a period
of 24 months following the date of completion of the
Transaction.
The Brokered Offering was completed by GMP Securities L.P. and
PI Financial Corp., as co-lead agents (the
"Agents"). As consideration for their participation in
the Brokered Offering, Renntiger has agreed to pay the Agents a
cash commission equal to 7% of the gross proceeds of the Brokered
Offering. The Agents' cash commission plus a pro rata
portion of interest accrued thereon will only be released to the
Agents upon satisfaction or waiver of the Escrow Release
Conditions. As additional consideration, Renntiger has issued on
the date hereof a total of 933,333 compensation options to the
Agents. Each such compensation option will entitle the Agents to
purchase one common share of Renntiger at the Issue Price for a
period of 24 months following the completion of the
Transaction.
The gross proceeds of the Offering (less the Agents' expenses
incurred in connection with the Brokered Offering) have been
deposited into escrow (the "Escrowed Funds") and will only
be released to Renntiger upon satisfaction of the following
conditions (together, the "Escrow Release Conditions") on or
before 5:00 p.m. (Toronto time) on March
31, 2017 (the "Escrow Deadline"): (i) the completion
or satisfaction of all conditions precedent to the Transaction, to
the satisfaction of the Agents; (ii) the receipt of all required
shareholder and regulatory approvals, including, without
limitation, the conditional approval of the TSXV for the
Transaction; (iii) the receipt by the Agents of an opinion of
counsel to Renntiger that upon issuance of the Units and completion
of the Transaction, the securities of the Resulting Issuer issued
in exchange for or in lieu of the securities of Renntiger will not
be subject to any statutory or other hold period in Canada, subject to any conditions imposed
under Section 2.6 of National Instrument 45-102; and (iv) Renntiger
and the Agents, having delivered a joint notice and direction to
the escrow agent confirming that the conditions set forth above,
have been met or waived.
If (i) the Escrow Release Conditions are not satisfied on or
before the Escrow Deadline, or (ii) prior to the Escrow Deadline,
Renntiger advises the Agents 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. To the
extent that the Escrowed Funds (plus accrued interest) are not
sufficient to refund the aggregate Issue Price paid by the holders
of the Subscription Receipts, Renntiger will be responsible and
liable to contribute such amounts as are necessary to satisfy any
shortfall.
Upon escrow release to Renntiger, the net proceeds of the
Offering (together with any pro rata portion of interest
earned thereon) will be applied by the Resulting Issuer for the
exploration and development of the Bonita copper and gold project
in Nevada and for general
corporate purposes.
All of the securities issued pursuant to the Offering are
subject to an indefinite hold period under applicable securities
laws in Canada. However, upon
completion of the Transaction, the securities of the Resulting
Issuer issued in exchange for or in lieu of the securities of
Renntiger will no longer be subject to such hold period and the
common shares of the Resulting Issuer will be listed and
immediately tradeable on the TSXV.
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.
Qualifying Transaction Update
Further to Roll-Up's press release of January 5, 2017, Roll-Up provides the following
update on the Transaction:
On January 17, 2017, Renntiger's
shareholders approved the Plan of Arrangement. Renntiger intends to
seek final Court approval of the Plan of Arrangement on or about
February 14, 2017. Roll-Up has filed
a draft Filing Statement with the TSXV. Roll-Up and Renntiger
continue to work together to obtain TSXV acceptance of the
Transaction as soon as possible.
On February 8, 2017, Roll-Up and
Renntiger amended the arrangement agreement dated December 9, 2016, as amended on January 5, 2017, to reflect certain changes to
the Offering as originally contemplated, namely an increase in the
Brokered Offering and the addition of the Warrant, and entered into
an amended and restated arrangement (the "Amended and Restated
Arrangement Agreement"). The parties anticipate that the
Transaction, which still remains subject to approval by the TSXV,
will be completed prior to the Escrow Deadline. For further details
on the Transaction please see Roll-Up's press releases dated
December 9, 2016, December 12, 2016 and January 5, 2017. The Amended and Restated
Arrangement Agreement is available on SEDAR under Roll-Up's
profile.
About Roll-Up Capital Corp.
Roll-Up is a capital pool company that completed its initial
public offering and obtained a listing on the TSXV in September 2015 (trading symbol:
"ROL.P"). Prior to entering into the arrangement
agreement with Renntiger, 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, the
satisfaction or waiver of the Escrow Release Conditions, approval
of the TSXV, final approval of the court and the completion of
various corporate actions (a consolidation and continuation) by
Roll-Up. 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 documents 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 TSXV was halted on December
9, 2016, and 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 and Renntiger, the Offering, the Escrow Release Conditions
and the Qualifying 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 Escrow Release Conditions will
be satisfied or waived;
- there is no assurance that Roll-Up and Renntiger will obtain
all requisite approvals for the Transaction, including the approval
of the TSXV 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; and
- 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
Resulting Issuer'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 the Resulting Issuer; 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.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the Qualifying 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.