Rebel Capital Inc. Closes $4.7 Million First Tranche of Private Placement and Announces Filing of Filing Statement IN Connection with Qualifying Transaction
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UNITED STATES
REBEL CAPITAL INC. CLOSES $4.7 MILLION FIRST TRANCHE OF PRIVATE PLACEMENT AND ANNOUNCES
FILING OF FILING STATEMENT IN CONNECTION WITH QUALIFYING TRANSACTION
Vancouver, British Columbia – June 1 7, 2020 – Rebel Capital Inc . ( "Rebel" or the "Company") (TSXV:
RBL.P) reports that, further to its news releases dated January 30, 2020 and June 15, 2020, it has closed
the first 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 gross proceeds
of $4,696,750 from the sale of 18,787,000 Subscription Receipts pursuant to the first tranche of the
Private Placement.
Rebel is also pleased to announce that it has filed a filing statement dated June 16, 2020 (the “ Filing
Statement”) with the TSX Venture Exchange (the “ TSXV”) for the previously announced Transaction (as
defined belo w), which is substantially described below and in the Company’s press releases dated
November 27, 2019, January 30, 2020, April 22, 2020 and June 15, 2020.
Private Placement
Each Subscription Receipt will be automatically converted, without payment of add itional consideration
or further action by the holder thereof, into one post-Consolidation common share (as defined below) of
the Company immediately before the completion of the Transaction (as defined below) upon satisfaction
of all other conditions precedent to the Transaction.
In connection with the closing of the first tranche of the Private Placement , the Company has agreed to
pay cash finder's fees and commissions totalling $126,015 to certain finders and brokers upon completion
of the Transaction.
All Subscription Receipts issued pursuant to the first tranche of the Private Placement are subject to a
statutory hold period of four months plus one day from the date of closing, in accordance with applicable
Canadian securities legislation, expiring on October 17, 2020.
Directors and officers of the Company purchased an aggregate of 100,000 Subscription Receipts under
the first tranche of the Private Placement constituting, to that extent, a "related party transaction" under
Multilateral Instrument 61 -101 Protection of Minority S ecurity Holders in Special Transactions
("MI 61-101"). The Company is relying on t he exemptions from the valuation and minority shareholder
approval requirements of MI 61 -101 contained in sections 5.5(a ) and 5.7(1)( a) of MI 61-101, as the fair
market value of the participation in the Private Placement by insiders does not exceed 25% of the market
capitalization of the Company, as determined in accordance with MI 61 -101. The Company did not file a
material change report more than 21 days before the expected closing of the first tranche of the Private
Placement, which the Company deems reasonable in the circumstances in order to close the first tranche
of the Private Placement as soon as practicable for sound business reasons.
The Company expects to issue additional Subscription Receipts in one or more future tranches of the
Private Placement for a total of approximately 20,000,000 Subscription Receipts for aggregate gross
proceeds of $5,000,000. The Company plans to close a second tranche of the Private Placement on or
about June 22, 2020.
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Electric Royalties Transaction
On January 28, 2020, the Company entered into a definitive business combination agreement with Electric
Royalties Ltd. ("Electric Royalties") and 1238383 B.C. Ltd. ("Rebel Subco"), pursuant to which Rebel Subco
will amalgamate with Electric Royalties , shareholders of Electric Royalties will exchange their shares of
Electric Royalties for shares of Rebel on a one -for-one post-Consolidation basis (as defined below) and
Electric Royalties will become a wholly-owned subsidiary of Rebel (the "Transaction"). In connection with
the Transaction, t he Company intends to consolidate its common shares on a 2:1 basis (the
"Consolidation") and, as previously announced, received the requisite shareholder approval by written
consent resolution from its shareholders in favour of the Consolidation.
Upon closing of the Transaction, it is expected that shareholders of Electric Royalties will be issued
20,000,100 post-Consolidation common shares of the Company at a deemed price of $0.25 per share.
The TSXV has provided conditional approval for the Transaction and the proposed name change and
Consolidation and the listing of additional securities to be issued in connection with the Transaction. The
Transaction is expected to close on or about June 24, 2020.
Additional information concerning the Transaction, Electric Royalties , Rebel and the r esulting issuer is
provided in its news releases dated November 27, 2019, January 30, 2020, April 22, 2020 and June 15,
2020, and the Filing Statement., which is available under Rebel's SEDAR profile at www.sedar.com.
In accordance with the policies of the TSX, the Rebel common shares are currently halted from trading
and will remain so until such time as the TSXV determines, which, depending on the policies of the TSXV,
may not occur until completion of the Transaction.
About Rebel
Rebel is incorporated under the provisions of the Business Corporations Act (British Columbia) with its
registered and head office in Vancouver, British Columbia. Rebel is a "reporting issuer" in the provinces of
Ontario, British Columbia and Alberta. The Rebel shares are currently suspended from trading on the TSXV
pending completion of a Qualifying Transaction.
For further information please contact:
Rebel Capital Inc.
Craig Lindsay, Director
Email: [email protected]
Tel: 604-218-0550
Electric Royalties Ltd.
Brendan Yurik
Email: [email protected]
Tel: +1 (604) 364-3540
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV
acceptance and if applicable pursuant to TSXV, majority of the minority shareholder ap proval. 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.
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Investors are cautioned that, except as disclosed in the management information circular or Filing
Statement 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 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 t he meaning of Canadian securities laws.
Such information includes, without limitation, information regarding the terms and conditions of the
Transaction. Although Rebel 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 such as: " believe", "expect", "anticipate",
"intend", "estimate", "postulate" and similar expressions, or are those, which, by their nature, refer to
future events. Rebel cautions investors that any forward-looking information provided by Rebel 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: TSXV approval of
the Private Placement and the Transaction; Rebel's ability to close additional tranches of the Private
Placement, Rebel's ability to complete the Transaction; the expected timing and terms of the Transaction
and the Private Placements; the state of the financial markets for Rebel's securities; the state of the natural
resources sector in the event the Transaction is completed; recent market volatility; the COVID -19
pandemic; Rebel's ability to raise the necess ary capital or to be fully able to implement its business
strategies; and other risks and factors that Rebel is unaware of at this time. The reader is referred to Rebel's
initial public offering prospectus 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. Rebel 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.