Rebel Capital Inc. Provides Update FOR Proposed Qualifying Transaction
REBEL CAPITAL INC. PROVIDES UPDATE FOR PROPOSED QUALIFYING TRANSACTION
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT
INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
DISSEMINATION IN THE UNITED STATES.
August 26, 2019 VANCOUVER, British Columbia – Rebel Capital Inc. (“Rebel” or the
“Corporation”) (TSXV: RBL.P), a capital pool company listed on the TSX Venture Exchange
(the “TSXV”), today announced that DLC Pittsburgh Data Center 1 LLC, a wholly-owned
subsidiary of Rebel, had entered into an amendment agreement (“Amendment”) to the definitive
purchase and sale agreement dated July 11, 2019 for the proposed acquisition of a property
(the “Property”) located in Pittsburgh, Pennsylvania containing a 91,790 square foot data center
with a three-storey connected 43,800 square foot office property on an approximately 7.65 acre
site (the “Proposed Transaction”).
As previously noted in the Corporation’s press release dated July 11, 2019, the Proposed
Transaction is intended to constitute Rebel’s “Qualifying Transaction” in accordance with TSXV
Policy 2.4 – Capital Pool Companies.
The Amendment extends (i) the deadline for satisfaction of the conditions precedent following the
property due diligence period from August 26, 2019 to September 30, 2019 and (ii) the closing
date from no later than October 10, 2019 to no earlier than January 2, 2020 and no later than
January 10, 2020.
It is intended that, in connection with the closing of the Proposed Transaction, Springhurst Capital
Holdings Inc. (“SCHI”) will amalgamate with a wholly-owned subsidiary of Rebel (“Rebel Subco”)
(the “Amalgamation”). The Amalgamation will be structured as a three-cornered amalgamation.
Pursuant to the Amalgamation, the common shares of SCHI will be exchanged for common
shares in the capital of Rebel based on an exchange ratio to be agreed upon by Rebel and SCHI
and in accordance with the terms of the amalgamation agreement to be entered into by SCHI,
Rebel and Rebel Subco.
The extensions provided for in the Amendment will allow SCHI to continue advancing its
previously announced $35 million “best efforts” brokered private placement of subscription
receipts (the “Concurrent Financing”), which is being co-led by Canaccord Genuity Corp. and
Echelon Wealth Partners Inc. The net proceeds of the Concurrent Financing will be used primarily
to fund the purchase price for the Property, as well as to pay the expenses of the Concurrent
Financing and for general working capital purposes.
In addition, the Corporation continues to pursue additional data center property acquisitions to
build a larger and complementary portfolio of properties. Management had previously identified
four further potential acquisitions of data centers in North Carolina, Ohio, Arizona, and Minnesota.
Of these four properties, management is currently in the process of negotiating definitive
agreements for the sale and leaseback of two data center properties. However, there can be no
assurance that such negotiations will result in any such acquisitions being completed.
For further information, please contact:
Shant Poladian
647-930-1089
Completion of the Proposed 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
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minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the
required shareholder approval is obtained. There can be no assurance that the Proposed
Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing
statement to be prepared in connection with the Proposed Transaction, any information released
or received with respect to the Proposed 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 Proposed
Transaction and has neither approved nor disapproved the contents of this press release. Neither
the TSXV nor its Regulation Services Provider (as 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 regarding the completion of the
Proposed Transaction; Rebel’s ability to obtain required financing and the completion and use of
proceeds of the Concurrent Financing; the Amalgamation; shareholder, director and regulatory
approvals; future acquisitions of additional data center properties; and the ability to execute on
management’s strategy, including the ability to complete subsequent property
acquisitions. 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 (including negative and
grammatical variations), 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: Rebel's ability to complete
the Proposed Transaction; the expected timing of the Proposed Transaction and the related
private placement; the state of the financial markets for Rebel's securities; the state of the real
estate sector in the event the Proposed Transaction is completed; recent market volatility; Rebel's
ability to raise the necessary 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.
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. Rebel Shares are listed for trading on the
TSXV under the symbol “RBL.P”.
SOURCE: Rebel Capital Inc.