Rider Announces Completion of Qualifying Transaction and Name to Change Baselode Energy
Rider Announces Completion of Qualifying
Transaction and Name to Change Baselode
Energy
/NOT FOR DISSEMINATION IN
THE UNITED STATES
/
TORONTO
,
June 4, 2020
/CNW/ - Rider Investment Capital Corp. (the "
Company
") (TSXV: RDR.P)
is pleased to announce that it has changed its name to "Baselode Energy Corp." ("
Baselode
") as
well as its ticker symbol to FIND on the TSX Venture Exchange. The Company will continue under
the
Business Corporations Act
(
Ontario
), and has completed its previously announced qualifying
transaction (the "
Transaction
") with PowerOre Inc. (the "
Vendor
"), an arm's length party to the
Company.
Pursuant to the Transaction, on
June 3, 2020
the Company has acquired a 100% interest in the
Mann Mine Property from the Vendor in exchange for the issuance to the Vendor of 17,857,143
common shares of the Company ("
Shares
") at a deemed price of
$0.07
per Share, for aggregate
consideration of
$1,250,000
. Immediately prior to the closing of the Transaction, the Company
changed its name to "Baselode Energy Corp.", and effected the continuance under the
Business
Corporations Act
(
Ontario
).
Final acceptance of the Transaction will occur upon the issuance of the Final Exchange Bulletin (the
"
Exchange Bulletin
") by the TSX Venture Exchange (the "
TSXV
"). Subject to final approval by the
TSXV, Baselode will no longer be a capital pool company and will be classified as a Tier 2 Mining
Issuer pursuant to TSXV policies trading under the symbol "FIND". Baselode will issue a news
release once the TSXV issues the Exchange Bulletin and will then advise of the expected listing date.
Private Placement
Concurrent with closing of the Transaction, the Company also completed a non-brokered private
placement (the "
Private Placement
") of 4,560,000 units ("
Regular Units
") at a price of
$0.10
per
Regular Unit, and 2,033,333 flow through units ("
Flow-Through Units
") at a price of
$0.12
per Flow
Through Unit, for aggregate proceeds of
$700,000
.
Each Regular Unit consists of one non-flow-through Share and one-half of one warrant (each whole
warrant, a "
Warrant
"), with each Warrant forming part of the Regular Units exercisable to purchase
one Share at a price of
$0.15
for a period of 24 months from the closing of the Private Placement.
Each Flow-Through Unit consists of one Share having "flow-through" privileges under the
Income Tax
Act
, and one-half of one Warrant. Each Warrant forming part of the Flow-Through Units is
exercisable to purchase one non-flow-through Share at a price of
$0.17
for a period of 24 months
from the closing of the Private Placement.
Certain insiders of the Company participated in the private placement, constituting a related party
transaction pursuant to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions ("
MI 61-101
"). The Company relied
on section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and section
5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI
61-101, as the fair market value of the related-party portion of the transaction did not exceed 25%
of the Company's market capitalization.
Finder's fees totalling
$4,050
and 30,500 finder warrants ("
Finder Warrants
") were paid to certain
arm's length finders in connection with the Private Placement. Each Finder Warrant is exercisable to
purchase one Share at a price of
$0.10
for a period of 18 months from the closing of the Private
Placement. All securities issued in connection with the Private Placement are subject to a statutory
four-month hold period.
The proceeds of the Private Placement will go towards a work program on the Mann Mine Property
as well as for general working capital.
Directors and Officers
As a result of the closing of the Transaction, the directors and officers of Baselode are now:
Stephen Stewart
Director
Alexander Stewart
Director
Charles Beaudry
Director
Gautam Narayanan
Director
Michael Mansfield
Director
James Sykes
Chief Executive Officer
Jeffrey Potwarka
Chief Financial Officer and Corporate Secretary
Further details on the Transaction are set out in the Company's filing statement dated
May 31
2020
(the "
Filing Statement
") available under the Company's profile at
www.sedar.com
. The Filing
Statement describes the terms of the Transaction and also includes a summary of the National
Instrument 43-101 technical report with respect to the Mann Mine Property.
Early Warning Disclosure Pursuant to National Instrument 62-103
Immediately prior to the Transaction, the Vendor did not hold any shares of the Company. Pursuant
to the Transaction, the Vendor acquired 17,857,143 Shares, which represents approximately
61.68% of the issued and outstanding Shares on a non-diluted basis and 48.55% of the issued and
outstanding securities of the Company on a fully-diluted basis. The Vendor may in the future take
such actions in respect of its holdings as it deems appropriate in light of the circumstances then
existing, including the purchase of additional shares or other securities of the Company through open
market purchases or privately negotiated transactions, or the sale of all or a portion of its holdings in
the open market or in privately negotiated transactions to one or more purchasers. In respect of the
acquisition of the Shares, the Vendor relied on the private agreement exemption in section 4.2 of
National Instrument 62-104.
Baselode's head office is located at 55 University Avenue, Suite 1805,
Toronto, Ontario
M5J 2H7.
The Vendor's head office is located at 55 University Avenue, Suite 1805,
Toronto, Ontario
M5J 2H7.
A copy of the Early Warning Report prepared in connection with the acquisition of the Shares by the
Vendor can be obtained on the Company's SEDAR profile or by contacting
Alex Stewart
at 416-644-
1567.
Reader Advisory
Certain information set forth in this news release contains forward-looking statements or
information ("
forward-looking statements
"), including details about the Transaction. By their
nature, forward-looking statements are subject to numerous risks and uncertainties, some of which
are beyond the Corporation's control, including the impact of general economic conditions, industry
conditions, volatility of commodity prices, currency fluctuations, environmental risks, operational
risks, competition from other industry participants, stock market volatility and the risks that the
parties will not proceed with the Transaction. Although the Corporation believes that the
expectations in its forward-looking statements are reasonable, its forward-looking statements have
been based on factors and assumptions concerning future events which may prove to be
inaccurate. Those factors and assumptions are based upon currently available information. Such
statements are subject to known and unknown risks, uncertainties and other factors that could
influence actual results or events and cause actual results or events to differ materially from those
stated, anticipated or implied in the forward-looking statements. Accordingly, readers are cautioned
not to place undue reliance on the forward-looking statements, as no assurance can be provided
as to future results, levels of activity or achievements. Risks, uncertainties, material assumptions
and other factors that could affect actual results are discussed in our public disclosure documents
available at
www.sedar.com
. Furthermore, the forward-looking statements contained in this
document are made as of the date of this document and, except as required by applicable law, the
Corporation does not undertake any obligation to publicly update or to revise any of the included
forward-looking statements, whether as a result of new information, future events or otherwise. The
forward-looking statements contained in this document are expressly qualified by this cautionary
statement.
Neither the TSX Venture Exchange Inc. 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 release.
Completion of the Transaction is subject to a number of conditions, including but not limited to,
TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority
shareholder approval. Where applicable, the Transaction cannot close until the required
shareholder approval is 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 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 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.
SOURCE
Baselode Energy
View original content:
http://www.newswire.ca/en/releases/archive/June2020/04/c5192.html
%SEDAR: 00044947E
For further information:
Baselode Energy, Stephen Stewart, Chairman, [email protected]
CO: Baselode Energy
CNW 07:00e 04-JUN-20