Rebel Capital Inc. and Electric Royalties Ltd. Announce Closing of Qualifying Transaction
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
REBEL CAPITAL INC. AND ELECTRIC ROYALTIES LTD. ANNOUNCE
CLOSING OF QUALIFYING TRANSACTION
Vancouver, British Columbia – June 24, 2020 – Electric Royalties Ltd. (formerly Rebel Capital Inc.) (TSXV:
RBL.P) (the "Company") is pleased to announce that pursuant to the business combination agreement
dated January 28, 2020, as amended, between the Company, 1238383 B.C. Ltd. (“ Rebel Subco ”) and
Electric Royalties Ltd. (“ERL”), the Company has completed its previously announced qualifying
transaction with ERL (the “Qualifying Transaction”), as described in the Company’s press rel eases dated
November 27, 2019, January 30, 2020, April 22, 2020, June 15, 2020 and June 17, 2020.
The common shares of the Company are expected to begin trading as a Tier 2 Issuer on the TSX Venture
Exchange (“TSX-V”) under the symbol “ELEC” on Monday, June 29, 2020.
Completion of the Qualifying Transaction and Concurrent Financing
Further to the Company’s press release on June 17, 2020, the Company completed the second tranche of
its non -brokered private placement (“ Private Placement ”) of subscription receipts (“Subscription
Receipts”) at a price of $0.25 per Subscription Receipt. The Company raised additional gross proceeds of
$534,500 from the sale of an additional 2,138,000 Subs cription Receipts pursuant to the second tranche
of the Private Placement. The Company raised, in aggregate, gross proceeds of $5,231,250 pursuant to
the completion of the Private Placement.
Immediately prior to closing of the Qualifying T ransaction, the 20,925,000 subscription receipts of the
Company which were issued pursuant to the Private Placement, were automatically converted, without
any further action on the part of the holders, into an aggregate of 20,925,000 common shares of the
Company as a result of the satisfaction of the escrow release conditions. The funds being held in escrow
were also released to the Company in accordance with the subscription agreement s entered into in
connection with the Private Placement.
The Company paid aggregate finder's fees and commissions totalling $ 148,365 to certain finders and
brokers in connection with the Private Placement.
As described in the Company’s filing statement dated June 16, 2020 available under the Company’s profile
on SEDAR at www.sedar.com (the “Filing Statement”), certain of the post-consolidation common shares
of the Company are subject to either escrow requirements or seed share resale restrictions in accordance
with TSX-V Policy 5.4 – Escrow, Vendor Considerations and Resale Restrictions.
Following the compl etion of the Qualifying Transaction, the board of directors of the Company will be
comprised of Marchand Snyman (Chair), Brendan Yurik , Richard Schafer and Craig Lindsay , and the
executive officers will be Brendan Yurik (CEO), Luqman Khan (CFO) and Trevor Thomas (Corporate
Secretary).
Readers are referred to the Filing Statement filed under the Company’s profile on SEDAR at
www.sedar.com for further details on the Qualifying Transaction.
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Other Information
In connection with the completion of the Qualifying Transaction, the following corporate actions were
completed: (i) the Company consolidated its share capital on a 2:1 basis, (ii) the Company change d its
name to Electric Royalties Ltd.; and (iii) the company formerly known as ERL amalgamated with Rebel
Subco and became a wholly -owned subsidiary of the Company and was renamed Electric Royalties
(Canada) Ltd.
About Electric Royalties
Electric Royalties' focus is to acquire a portfolio of royalties over mining projects that will feed the
increasing metal demand from the global electrification of cars and shift to rechargeable batteries and
renewable energy. Production capacity of electric vehicles and batteries is slated to significantly increase
over the next decade driving demand growth across several key commodities including copper, nickel,
graphite, lithium, manganese, vanadium, tin and cobalt. Electric Royalties intends to focus on these
"electric" metals with each of the targeted metals forecast to have significant supply deficits by 2025 with
most targeted metals expected to have significant supply deficits by 2022.
Electric Royalties currently has a portfolio of 13 royalties under various binding letters of intent pursuant
to which Electric Royalties must satisfy cert ain conditions precedent in order to close the various
acquisitions of the royalties, including completion of the Qualifying Transaction.
Electric Royalties will focus predominantly on acquiring royalties on advanced stage projects as well as
operating projects to build a diversified portfolio located in jurisdictions with low geopolitical risk.
For further information please contact:
Brendan Yurik
Email: [email protected]
Tel: +1 (604) 364-3540
The TSXV has in no way passed upon the meri ts of the Qualifying Transaction and has neither approved
nor disapproved the contents of this press release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statements Regarding Forward-Looking Information
This press release contains forward- looking information within the meaning of Canadian securities laws.
Such information includes, without limitation, information re garding the terms and conditions of the
Transaction. Although the Company believes that such information is reasonable, it can give no assurance
that such expectations will prove to be correct.
Forward looking information is typically identified by words s uch as: " believe", "expect", "anticipate",
"intend", "estimate", "postulate" and similar expressions, or are those, which, by their nature, refer to
future events. The Company cautions investors that any forward- looking information provided by the
Company is not a guarantee of future results or performance, and that actual results may differ materially
from those in forward looking information as a result of various factors, including, but not limited to: the
state of the financial markets for the Company's securities; the state of the natural resources sector; recent
market volatility; the COVID-19 pandemic; the Company’s ability to raise the necessary capital or to be
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fully able to implement its business strategies; and other risks and factors that the Com pany is unaware
of at this time. The reader is referred to the Filing Statement for a more complete discussion of applicable
risk factors and their potential effects, copies of which may be accessed through Rebel’s issuer page on
SEDAR at www.sedar.com.
The forward- looking statements contained in this press release are made as of the date of this press
release. The Company disclaims any intention or obligation to update or revise any forward- looking
statements, whether as a result of new information, future events or otherwise, except as required by law.