Rebel Capital 2.0 Corp. Changes NAME to Arya Resources Ltd., Completes Qt and Acquires Option ON Wedge Lake Property IN Saskatchewan, Canada
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REBEL CAPITAL 2.0 CORP. CHANGES NAME TO ARYA RESOURCES LTD., COMPLETES
QT AND ACQUIRES OPTION ON WEDGE LAKE PROPERTY IN SASKATCHEWAN,
CANADA
Not for distribution to United States newswire services or for dissemination in the United States.
December 16, 2022 – Vancouver, BC, Canada. Arya Resources Ltd., formerly Rebel Capital 2.0
Corp. (“Arya” or the “Company”) (TSXV: RBZ-P) is pleased to announce that, further to its
news release dated December 13, 2022, its acquisition of the option to earn a 100% interest in
the Wedge Lake Property in Saskatchewan, Canada (the “Property”) and $400,000, less
advances (the "Transaction") pursuant to an amended definitive agreement (the “Agreement”)
dated effective November 14, 2022 between the Company and 1271332 B.C Ltd. (the “Vendor”)
has been completed.
Effective December 15, 2022, the Company has changed its name to "Arya Resources Ltd."
Prior to completion of the Transaction, the Company has 4,013,329 common shares of the
Company presently issued and outstanding. At the closing of the Transaction (the “Closing”),
66,000 common shares were issued pursuant to the exercise of common stock purchase options
concurrent with the Closing of the QT.
15,100,000 Common Shares were issued for the acquisition of the Property and cash of not less
than $400,000, less advances, from the Vendor and 6,080,000 Common Shares were issued in
the concurrent financing (“Concurrent Financing”), 4,080,000 Common Shares were reserved for
issuance for the Common Shares underlying warrants issued in the concurrent financing. The
Warrants are exercisable at $0.20 per share for 2 years following Closing.
The Concurrent Financing, for gross proceeds of $760,000, was comprised of the following:
2,000,000 Flow-Through Shares at $0.125 each; and,
4,080,000 Non Flow-Through Units at $0.125 each.
Each Non Flow-Through Unit was comprised of one common share and one Warrant. Each
Warrant entitles the holder to acquire one Common Share at a price of $0.20 until the date that is
24 months following the closing date of the Transaction.
No finder’s fees were paid in connection with the Concurrent Financing.
150,000 Common Shares were issued to the Optionor of the Property, with an additional 850,000
common shares reserved for issuance over a period of five years after the closing of the QT.
The Company now has 25,409,995 Common Shares issued and Outstanding.
A copy of the Agreement is available under the Company’s profile on SEDAR
at www.sedar.com,
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It is anticipated that the Company will resume trading on the Exchange under the trading symbol
"RBZ" on or about December 20, 2022.
For additional information regarding the Transaction, please see the filing statement filed on
November 28, 2022 (the "Filing Statement"), available on the SEDAR profile of the Company
at www.sedar.com.
Cautionary and Forward-Looking Statements
This news release contains "forward-looking information" within the meaning of applicable Canadian securities
legislation. Forward-looking information includes, but is not limited to, the future business of the
Company. Generally, forward-looking information can be identified by the use of forward-looking terminology
such as "plans", "is expected", "expects" or "does not expect", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", "believes", or variations of such words and phrases; or terms that
state that certain actions, events, or results "may", "could", "would", "might", or "will be taken", "could occur", or
"be achieved". Forward-looking information contained in this press release includes, without limitation, that the
Transaction, Concurrent Financing and other events described above will be completed and the satisfaction of
conditions to closing of the Transaction.
Forward-looking information is based on the opinions and estimates of management at the date the information is
made, and is based on, a number of assumptions and is subject to known and unknown risks, uncertainties and other
factors, including but not limited to the timing of obtaining the necessary approvals of the Exchange, the ability to
consummate the Transaction; the ability to obtain requisite regulatory and security holder approvals and to satisfy
other conditions to the consummation of the Transaction on the terms and at the times proposed; the impact of the
announcement or consummation of the Transaction on relationships, including with regulatory bodies, employees,
suppliers, customers and competitors; changes in general economic, business and political condition s, including
changes in the financial markets; changes in applicable laws; changes in government regulation and regulatory
compliance; and the diversion of management time on the Transaction. Although the Company has attempted to
identify important factors that could cause actual results to differ materially from those contained in forward -looking
information, there may be other factors that cause results not to be as anticipated, estimated, or intended. There can
be no assurance that such information will prove to be accurate, as actual results and future events could differ
materially from those anticipated in such information. Accordingly, readers should not place undue reliance on
forward-looking information. The Company does not undertake to update any forward-looking information, except
in accordance with applicable securities laws.
Unless otherwise indicated, all references to "$" or "dollars" refer to Canadian Dollars.
Completion of the transaction is subject to a number of conditions, including but n ot limited to, Exchange
acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval.
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.
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.
This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities
described herein in the United States. The securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws, and may not be
offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such registration is available.
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Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of
this release.
ON BEHALF OF THE BOARD OF DIRECTORS
Rasool Mohammad
Director and Chief Executive Officer
For further information about the Company, please contact:
Rasool Mohammad
Email: [email protected]
Telephone: (604) 868-7737