Provides Update FOR Proposed Qualifying Transaction with D Block Discoveries Inc.
RIDER 2 INVESTMENT CAPITAL CORP.
PROVIDES UPDATE FOR PROPOSED QUALIFYING TRANSACTION WITH
D BLOCK DISCOVERIES INC.
NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES
Calgary, Alberta, November 8, 2021. Rider 2 Investment Capital Corp. (“Rider 2” or the “Company”) (TSXV:
RIDR.P), a capital pool company, is pleased to announce this update with respect to its previously announced
Qualifying Transaction with D Block Discoveries Inc. (“D Block”).
Pursuant to a definitive agreement, Rider 2 and D Block intend to complete a business combination intended to
constitute Rider 2’s Qualifying Transaction, as such term is defined in Policy 2.4 of the Corporate Finance Manual
of the TSX Venture Exchange (the “Proposed Transaction”). The Proposed Transaction will result in Rider 2
acquiring all of the issued and outstanding equity shares of D Block (the “D Block Shares”) in exchange for common
shares of Rider 2 (each, an “Rider 2 Share”). Upon Closing, the name of the Resulting Issuer will be changed to
“Metal Energy Corp.”.
The Corporation has received conditional approval for the Proposed Transaction from the TSX Venture Exchange
will be posting a Filing Statement on SEDAR in advance of closing. The Parties expect to close during the week of
November 15, 2021.
Equity Financing Update
The Parties have agreed to raise the minimum financing from $3,000,000 to $4,000,000. In connection the Proposed
Transaction, D Block and Rider 2 are undergoing a non-brokered private placement financing (the “Offering”) for
gross proceeds of a minimum of $4,000,000 and a maximum of $7,000,000.
The Offering includes:
(1) a flow-through component (the “Flow-Through Component”), which is comprised of up to 29,166,667
flow-through units (the “Flow-Through Units”) at a price of $0.24 per Flow-Through Unit. Each Flow
Through Unit is comprised of one flow-through common share (each, a “Flow Through Share”) and ½ of
one non-flow through common share purchase warrant. Each whole warrant is exercisable for one non-flow
through common share (each, a “Share”) at an exercise price of $0.30 for a term of 24 months after the
closing; and
(2) a non-flow through component (the “Non-Flow Through Component ”), which is comprised of up to
35,000,000 non-flow through units (the “Non-Flow Through Units ”) at a price of $0.20 per Non-Flow
Through Unit. Each Non-Flow Through Unit is comprised one Share and ½ of a non-flow through common
share purchase warrant. Each whole warrant will be exercisable for one Share at an exercise price of $0.30
for a term of 24 months after the closing.
All, or a portion, of the Flow-Through Component may be conducted by Rider 2 at Closing of the Transaction.
The Flow-Through Shares will entitle the holder to receive the tax benefits applicable to flow-through shares, in
accordance with provisions of the Income Tax Act (Canada).
The net proceeds of the Offering are expected to be used to advance exploration on the Resulting Issuer’s properties
and for working capital and general corporate purposes.
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About D Block
D Block was incorporated by articles of incorporation pursuant to the Business Corporations Act (Ontario) on
January 5, 2021. D Block holds interests in two properties.
The Manibridge Property
On May 31, 2021, D Block entered into an Option Agreement with respect to the Manibridge Property. CanAlaska
Uranium Ltd. (“CanAlaska”) agreed to grant D Block an option to earn up to a 100% interest in the Manibridge
Property subject to a 2% net smelter royalty.
The Option Agreement contains three defined earn-in stages. Stage 1 allows D Block to acquire a 49% interest in
the Manibridge Property. To meet the requirements of Stage 1, D Block must: pay $30,000 to CanAlaska, issue and
deliver $175,000 of Resulting Issuer common shares, and incur $500,000 of expenditures related to the exploration
of the Manibridge Property. The Option Agreement also requires D Block hold a 100% interest in the Strange
Property (formerly named the Whitefish Property) as described below and Schedule G. Stage 2 allows D Block to
earn an additional 21% interest in the Manibridge Property by paying to CanAlaska an additional $50,000, issuing
an additional 1,500,000 Resulting Issuer common shares and incurring an additional $1,500,000 in explorational
expenditures. Stage 3 allows D Block to earn an additional 30% interest in the Manibridge Property by paying to
CanAlaska an additional $100,000, issuing to CanAlaska an additional 5,000,000 Resulting Issuer common shares,
and incurring an additional $2,000,000 in explorational expenditures.
After successful completion of either of Stage 1 or Stage 2 of the Option Agreement, and if D Block does not enter
the subsequent stage, a joint venture will be formed pursuant to a Joint Venture Agreement as described in the
Option Agreement. D Block will contribute to the expenditures of the joint venture an amount which is equal to D
Block’s interest in the Manibridge Property. CanAlaska will contribute to the expenditures of the joint venture an
amount which is equal to CanAlaska’s interest in the Manibridge Property.
The Manibridge Property is 4,368 ha and is located 20 km south of the community of Wabowden, Manitoba. During
2019, CanAlaska retained APEX to prepare a technical report compliant with NI 43-101 and specific to the
Manibridge Property.
The nickel-cobalt and platinum group element (PGE) sulphide deposits of the Thompson Nickel Belt (TNB) in
Northern Manitoba, Canada are part of the fifth largest nickel camp in the world based on contained nickel. Past
production from the Thompson Nickel Belt deposits is upwards of 2,500 kt Nickel.
Extensive diamond drilling by Falconbridge Nickel Mines Ltd. (“Falconbridge”) within the Manibridge Property
resulted in the discovery of the past producing Manibridge Mine and the North Manibridge Zone, an approximately
400 m strike length zone of significant nickel mineralization located 3 km to the northeast. Both the Manibridge
Mine and North Manibridge Zone occur within a belt of highly deformed and serpentinized ultramafic, mylonite,
metasomatic pegmatite rocks that host potentially economic concentrations of disseminated to massive nickel
sulphide mineralization.
Based on its location within the Thompson Nickel Belt, favourable geology, presence of significant nickel diamond
drill intercepts, and drill defined, and the presence of a past producing deposit within the Property, the Manibridge
Property is a high priority for follow up exploration.
Planned exploration includes Phase 1: a) comprehensive data compilation of historic diamond drilling with respect
to the Manibridge Property; including the creation of 3D geological and mineralization models with respect the
North Manibridge Zone and past Producing Manibridge Mine b) 3D magnetic and EM inversion modelling of the
2007 Crowflight; including Maxwell forward plate modelling of high-priority conductive anomalies c) field based
large-loop time domain EM (UTEM) and magnetic ground geophysical surveys over the North Manibridge Zone
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nickel occurrence at 100 m line-spacing (approximately 30 line-km) d) diamond drilling of approximately 4 holes
totaling 800 metres to designed to expand the zone of mineralization at the North Manibridge Zone e) VTEM
airborne geophysical survey over Clarke Lake area (350 line-km @ 100 m line-spacing). The total cost of the Phase
1 program is estimated at $510,000 not including GST. The Phase 2 exploration is contingent on the results of the
Phase 1 exploration. Diamond drilling of approximately 8-12 holes totaling 5,000 m; including downhole TDEM
(approximately $300/m or $1,500,000 not including GST). These exploration programs are permitted and scheduled
to begin shortly after the closing of the Proposed Transaction.
The Manibridge is the Qualifying Property for the Resulting Issuer.
The Strange Property (formerly named the Whitefish Property)
On April 30, 2021 D Block entered into a Mining Option Agreement with San Corp. to acquire the rights, title and
interest in the Strange Property. D Block owns a 100% interest in the Strange Property.
A portion of the property is under option from three individuals (the “Optioners”). San Corp. entered into an option
agreement dated with the Optioners on November 30, 2020. This option agreement requires the Optionee (D Block)
to i) make cash payments to the Optionors of $15,000 within five days of November 30, 2020, $30,000 on or before
12 months after November 30, 2020, $100,000 on or before the 24 months after the November 30, 2020 and
$250,000 on or before 36 months after November 30, 2020, ii) Conduct one diamond drill hole in Block A and B
on or before 36 months after November 30, 2020, and iii) Issue an aggregate total of 850,000 to the Optionors of
the Agreement on or before 36 months after November 20, 2020. When these obligations are satisfied, the Optionor
is to transfer a 100% interest in the Mining Claims to the Resulting Issuer. At the outset, Optionor is entitled to a
2% NSR on each of Blocks A & B, however the Optionee has a right to buy back half (50% of the 2% NSR) on
either or both Blocks at a price of $2,000,000 per Block.
The Strange Property is a 11,800 ha area located 55km southwest of the community of Thunder Bay Ontario. D
Block retained Clark Expl. Consulting Inc. to prepare a technical report compliant with NI 43-101 and specific to
the Strange Property.
Strange Property comprised of 590 cell claims (~11800 hectares), Thunder Bay Mining Division of Northwestern
Ontario, approximately 55 km southwest of the community of Thunder Bay. The centre of the property is located at
approximately UTM 277400m E, 5335500m N, Zone 16, NAD83.
The Strange Property is accessible by taking Highway 61 south from Thunder bay and then using various secondary
roads into the area of the claims.
To date the only work that has been done in the immediate area is that done by Pele Mountain Resources Inc. After
reviewing regional government gravity and magnetic survey data they staked the original Pigeon River property,
concentrating on significant regional gravity highs, during late 2009 and early 2010.
After staking, the property was covered by an airborne VTEM and magnetic survey flown by Geotech in March of
2010.
The Strange Property is located within the Animikie Basin portion of the Southern Province where it on-laps the
Wawa Sub-province of the Western Superior Province of the Canadian Shield. In the vicinity of the property the
Archean basement consists of felsic intrusive and gneisses.
A major host to sulfide nickel deposits worldwide are strata bound ultramafic bodies within mixed sediment-
volcanic sequences. All at some time previously had been attributed to the intrusion of ultramafic magma. Due to
petrographic evidence many have now been found to be actually komatiitic flows. Examples include the Kambalda
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district of Western Australia, the Raglan area of Northern Quebec, the Pechenga district within the Kola Peninsula
of eastern Russia and the Thompson Nickel let of Northern Manitoba.
A budget of $201,300.00 is proposed to evaluate the presence of copper-nickel-platinum group metals mineralization
on the Property. It is recommended that the Company complete an exploration program comprised of:
1. Review previous airborne survey data, whether by previous explorers or Government.
2. Complete a Magnetic Airborne Survey over the full property.
3. Prospecting over areas with magnetic anomalies:
4. Sample any interesting ultramafic rocks located.
The Strange exploration program is permitted and scheduled to begin shortly after the closing of the Proposed
Transaction.
QP Statement
The technical information contained in this news release has been reviewed and approved by Charles Beaudry,
P.Geo., for D Block, who is considered to be a Qualified Person as defined in "National Instrument 43-101,
Standards of Disclosure for Mineral Projects."
Further Information
For details regarding the Proposed Transaction readers are directed to the press release dated October 13, 2021 or
the Filing Statement.
All information contained in this news release with respect to Rider 2 and D Block was supplied by the parties
respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any
information concerning the other party.
For further information about the Company please contact:
Rider 2 Investment Capital Corp.
David Antony
403.617.1541
For further information about D Block please contact:
D Block Discoveries Inc.
Stephen Stewart
416-644-1567
All information contained in this news release with respect to Rider 2 and D Block was supplied by the parties,
respectively, for inclusion herein, and Rider 2 and its directors and officers have relied on D Block for any
information concerning such party.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to,
Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder
approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the Qualifying 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 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 Exchange 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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of
the Exchange) accepts responsibility for the adequacy or accuracy of this press release.
This news release contains forward-looking statements relating to the timing and completion of the Proposed
Transaction, the future operations of the Company and other statements that are not historical facts. Forward-
looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar
expressions. All statements other than statements of historical fact, included in this release, including, without
limitation, statements regarding the Proposed Transaction and the future plans and objectives of the Company, are
forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements
will prove to be accurate and actual results and future events could differ materially from those anticipated in such
statements. Important factors that could cause actual results to differ materially from the Company's expectations
include the failure to satisfy the conditions to completion of the Proposed Transaction set forth above and other
risks detailed from time to time in the filings made by the Company with securities regulations.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to
be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result
of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of
the Company. As a result, the Company cannot guarantee that the Proposed Transaction will be completed on the
terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any
forward-looking information. Such information, although considered reasonable by management at the time of
preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-
looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-
looking statements contained in this news release are made as of the date of this news release and the Company will
update or revise publicly any of the included forward-looking statements as expressly required by Canadian
securities law.