Rider 2 Investment Capital Corp. Announces Completion of Qualifying Transaction and Name Change to Metal Energy Corp.
Rider 2 Investment Capital Corp. Announces Completion of Qualifying Transaction and Name
Change to Metal Energy Corp.
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN
UNITED STATES
Toronto, Ontario - November 22, 2021 - Rider 2 Investment Capital Corp. ("the " Company") (TSXV:
RIDR.P) is pleased to announce that it has changed its name to "Metal Energy Corp." ("Metal Energy") as
well as its ticket symbol to “MERG” on the TSX Venture Exchange. The Company also continued under the
Business Corporations Act (Ontario), and has completed its previously announced qualifying transaction
(the "Transaction") with D Block Discoveries Inc. (“D Block”), an arm's length party to the Company.
Pursuant to the Transaction, the Company: (a) acquired all of the securities of D Block in exchange for
securities of the Company pursuant to the terms of the amalgamation agreement dated October 12, 2021
(the “Amalgamation Agreement”); (b) effected an amalgamation between a wholly owned subsidiary of
the Company (“Subco”) and D Block, with D Block being the surviving entity, on the terms and conditions
set forth in the Amalgamation Agreement, whereby the holders of the securities of D Block received
securities of the Company on a one -for-one basis (a total of 57,800,000 Common Shares were issued in
exchange for the D Block Shares at a deemed price of $0.20 per Common Share) ; (c) reorganized the
management and the Board of Directors of the Company; and (d) approved and registered a name change
of the Company to Metal Energy Corp.
Upon listing, the Company was obligated to issue 500,000 Common Shares to the optionee on the
Manibridge property and these Common Shares have now been issued. The 500,000 Common Shares
issued have a four month resale restriction.
The Company now has a total of 79,033,832 Common Shares outstanding.
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,
Metal Energy 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 "MERG”. Metal Energy 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 parties also completed a non -brokered private placement
(the "Private Placement") of 13,580,000 units ("Regular Units") at a price of $0.20 per Regular Unit, and
14,616,232 flow through units (" Flow-Through Units ") at a price of $0.24 per Flow Through Unit, for
aggregate proceeds of $6,223,895.
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 $0.30 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 $0.30 for a period of 24 months from the closing of the
Private Placement.
Finder's fees of up to 8% payable in cash and 1,415,302 finder warrants ("Finder Warrants") were paid to
certain arm's length finders in connec tion with the Private Placement. Each Finder Warrant is exercisable
to purchase one Share at a price of $0.20 for a period of 24 months from the closing of the Private
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Placement. All securities issued in connection with the Flow -Through Private Placement a re subject to a
statutory four-month hold period.
The proceeds of the Private Placement will go towards a work program on the Manibridge and Whitefish
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 Metal Energy are now:
Stephen Stewart Director (Chairman)
Alexander Stewart Director
Charles Beaudry 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 November 15, 2021
(the "Filing Statement") available under the Company's profile at www.sedar.com. The Filing Statement
describes the terms of the Transactio n and also includes a summary of the National Instrument 43 -101
technical reports with respect to D Block.
Granting of Stock Options
An aggregate of 7,400,000 options to purchase Company Shares exercisable at a price of $0.20 for a period
of five (5) y ears have been issued to directors, officers and certain employees of the Resulting Issuer in
connection with the Transaction.
The Company has determined that exemptions from the various requirements of TSX Venture Exchange
Policy 5.9 are available for the grant of these Options. The Options are subject to TSX Venture Exchange
acceptance.
Trading Update and New Symbol
The Company will remain halted pending final materials being reviewed by the TSX Venture Exchange and
expects to commence trading on, or about, November 26, 2021 under the new symbol "MERG" and
CUSIP/ISIN CA5910881096.
Early Warning Disclosure Pursuant to National Instrument 62-103
San Corp. and Standard Ore Corp., companies controlled by Stephen Stewart, acquired Common Shares
of th e Company in connection with the Transaction requiring disclosure pursuant to the early warning
requirements of applicable securities laws.
In connection with the Transaction, San Corp. acquired ownership of 8,900,000 Common Shares
(representing approximately 11.3% of the issued and outstanding Common Shares on a non-diluted basis
and 8.7% on a fully diluted basis) in exchange for its common shares in the capital of D Block. The deemed
value of the Common Shares issued in connection with the Qualifying Transaction was $0.20 per Common
Share.
In connection with the Transaction, Standard Ore Corp. acquired ownership of 2,000,000 Common Shares
(representing approximately 2.5% of the issued and outstanding Common Shares on a non -diluted basis
and 1.9% on a fully diluted basis) in exchange for consideration of $0.05 per Common Share from founders
of the Company.
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In aggregate San Corp. and Standard Ore Corp. hold 10,900,000 Common Shares (representing
approximately 13.8% of the issued and outstanding Common Shares on a non-diluted basis and 10.6% on
a fully diluted basis) . In addition, Stephen Stewart was granted 3,000,000 options to acquire 3,000,000
Common Shares at a price of $0.20 per Common Share.
Each of Stephen Stewart, San Corp. and Standard Ore Corp.: (i) acquired the securities in connection with
the Qualifying Transaction; (ii) holds the securities for investment purposes; and (iii) does not have any
current intentions to increase or decrease its beneficial ownership or control or direction over any additional
securities of the Corporation. As disclosed in the Filing Statement, the securities of the Corporation held by
each of San Corp. and Standard Ore Corp. are subject to escrow restrictions. Upon release of the securities
from escrow, or otherwise in accordance with the terms of the escrow restrictions, each of San Corp. and
Standard Ore Corp. may, from time to time and depending on market and other conditions, acquire
additional Common Shares through market transactions, private agreements, treasury issuances, dividend
reinvestment programs, exercise of options, convertible securities or otherwise, or may sell all or some
portion of the Common Shares they owns or controls, or may continue to hold the Common Shares.
Immediately prior to the Transaction, Stephen Stewart, San Corp. and Standard Ore Corp. did not hold any
shares of the Company.
Their head offices are located at 55 University Avenue, Suite 1805, Toronto, Ontario M5J 2H7. A copy of
the Early Warning Report can be obtained on the Company's SEDAR profile or by contacting Stephen
Stewart at 416-644-1567.
For further information, please contact:
Metal Energy Corp.
Stephen Stewart, Chairman
416-644-1567
Reader Advisory
Certain information set forth in this news r elease 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 C orporation’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. 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 f actors 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 mate rially 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.
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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.
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.
Not for dissemination in the United States