Rebel Capital 2.0 Corp. Enters Amended Agreement to Acquire Option ON Wedge Lake Property IN Saskatchewan, Canada
REBEL CAPITAL 2.0 CORP. ENTERS AMENDED AGREEMENT TO ACQUIRE OPTION ON
WEDGE LAKE PROPERTY IN SASKATCHEWAN, CANADA
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES.
December 13, 2022 – Vancouver, BC, Canada. Rebel Capital 2.0 Corp. (“ Rebel” or the “ Company”)
(TSXV: RBZ-P) is pleased to announce that it has entered into an amended definitive agreement dated
effective November 14, 2022, (the “Agreement”) pursuant to which it will acquire the mineral property
option, dated November 10, 2020, as amended on October 24, 2022 (the “Option”) to the Wedge Lake
Property in Saskatchewan, Canada (the “Property”) and an amount of cash not less than $400,000 from
1271332 B.C. Ltd. (the “Vendor”) (the “Transaction.”)
The Transaction will constitute the Company’s qualifying transaction (“ QT”) under the policies of the
TSX Venture Exchange (the “Exchange”). Upon successful completion of the QT, it is anticipated that the
Company will be listed as a Tier 2 Mining issuer on the TSXV and will carry on the business of
exploration of the Property. The Proposed Transaction is subject to compliance with all necessary
regulatory and other approvals, including but not limited to approval of the TSXV, and certain oth er terms
and conditions.
The Option contemplates Rebel earning a 100% interest in the Property , subject to the terms and
conditions of the Option and a 2.5% net smelter royalty. Total consideration from Rebel over the course of
five years will be $ 90,000, 1000,000 Common Shares and $ 900,000 in exploration expenditures. Rebel
will also be required to complete a Preliminary Economic Assessment and a Preliminary Feasibility Study
on the Property before earning its 100% interest.
The Agreement
The definitive ag reement between the Company and the Vendor was signed on November 3, 2021 and
amended on November 14, 2022.
The Transaction will include a commitment by Rebel to undertake aggregate exploration expenditures of
$900,000 on the Property: $100,000 in exploration expenditures on or before the second anniversary of the
date of issuance of the Final Exchange Bulletin (the “ Anniversary”), $200,000 of exploration
expenditures to be completed on or before the third Anniversary, $300,000 of exploration expenditures to
be completed on or before the fourth Anniversary and $3 00,000 of exploration expenditures to be
completed on or before the fifth Anniversary. The consideration from Rebel to North-Sask Ventures Ltd.
(the “Optionor”) shall be made in cash and Common Shares.
The cash consideration payments total $90,000 and are to be made as follows:
$10,000 within 10 Business Days of the date of Exchange Acceptance;
$10,000 on or before the second Anniversary;
$20,000 on or before the third Anniversary;
$20,000 on or before the fourth Anniversary; and,
$30,000 on or before the fifth anniversary of the date of Exchange Acceptance;
The Common Share consideration payments total 1,000,000 Common Shares and are to be made as
follows:
150,000 Common Shares within 10 Business Days of the date of Exchange Acceptance;
100,000 Common Shares on or before the first Anniversary;
100,000 Common Shares on or before the second Anniversary;
150,000 Common Shares on or before the third Anniversary;
200,000 Common Shares on or before the fourth Anniversary; and
300,000 Common Shares on or before the fifth Anniversary.
Upon completing the cash payments of $90,000 and completing a Preliminary Economic Assessment,
Rebel will have earned a Seventy-five percent (75%) interest in and to the Property. Upon completion of a
Preliminary Feasibility Study, the balance of twenty -five percent (25%) interest will be earned, and One
Hundred percent (100%) interest in and to the Property shall be deemed for all purposes hereof to have
vested, in the Optionee.
Upon completion of the $90,000 cash payments, the issuance of 1,000,000 Common Share, the $ 900,000
in exploration expenditures, Preliminary Economic Assessment Study and a Preliminary Feasibility
Study, the Optionor will deliver to Rebel a recordable transfer of a One Hundred percent (100%) interest
in and to the Property, and Rebel will be entitled to record such transfer documents in the appropriate land
title office in the jurisdiction in which t he Property is located, but shall hold such interest in the Property
at all times subject to the terms of the Agreement.
All interest in and to the Property earned under the Agreement is subject to a 2.5% net smelter royalty.
Rebel may purchase 1% of the net smelter royalty for an additional $1,000,000.
Until such a time as Rebel earns its 100% interest in the Property under the terms of the Agreement ,
further issuances of Common Shares will be payable by Rebel to the Optionor as follows:
• if an NI-43101 Report commissioned by Rebel confirms the existence of an Inferred Mineral
Resource estimate grading at least 4 grams/ton Au for at least 80,000 contained ounces of gold on
the Property, Rebel shall issue to the Optionor an additional 250,000 Common Shares.
• if an NI 43 -101 Report commissioned by Rebel confirms the existence of a Indicated Mineral
Resource estimate grading at least 4 grams/ton Au, aggregating at least 80,000 ounces of gold on
the Property, Rebel shall issue to the Optionor an additional 250,000 Common Shares.
• if Pre-Feasibility Study in respect of the Property is commissioned by Rebel, Rebel shall issue to
the Optionor an additional 200,000 Common Shares.
• if an NI 43 -101 Report on the Property confirms the existence of combined Inferred Mineral
Resources, Indicated Mineral Resources and Measured Mineral Resources estimate grading at
least 4 grams/ton Au aggregating an initial 500,000 ounces of gold on the Pr operty, Rebel shall
issue to the Optionor an additional 200,000 Common Shares.
All costs and expenses incurred in connection with the Agreement and the Transaction will be paid by
the party incurring the expense, except for the following:
• Rebel shall pay o n Closing $50,000, not including taxes and disbursements, to counsel for the
Vendor; and,
• Rebel shall pay on Closing, $56,000 of the Vendor’s auditor expenses.
There are no finder ’s fees associated with the Transaction other than up to $5,959 and 47,600 Warrants
payable to brokers for a portion of the Concurrent Financing.
The Company will not seek a pproval of the QT from its shareholders. T he QT is an "arm's length
transaction" pursuant to the policies of the Exchange. In addition, the Optionor is at arm’s length to the
Vendor and the Company.
Concurrent Financing
Prior to the closing of the QT, Rebel expects to complete a non -brokered private placement (the
“Concurrent Financing ") for gross proceeds of $760,000, comprised of proceeds from the sale of
2,000,000 Flow Through Shares at $0.125 each and 4,080,000 Non Flow -Through Units at $0.125 each .
Finder’s Fees consisting of up to 7 % cash and 7%warrants may be paid to qualified finders in connection
with $85,000 of the proceeds from the Non Flow-Through Units in the Concurrent Financing.
All securities issued in connection with the Concurrent Fin ancing will be subject to a four -month hold
period imposed by Canadian securities laws and the policies of the Exchange.
The Concurrent Financing will close concurrently with the Qualifying Transaction. The Company intends
to use the proceeds of the Concur rent Financing to fund the exploration program on the Property as
recommended in the Technical Report, for general working capital and to fund the general and
administrative expenses of the Resulting Issuer. For additional information on the use of the Con current
Financing Proceeds, see the disclosure in the Filing Statement filed by the Company on www.sedar.com
on November 29, 2022 under "Information Concerning the Wedge Lake Property - Exploration Program
Recommendations" and "Information Concerning the Agreement and Resulting Issuer - Available Funds
and Principal Purposes".
Funds Available
It is anticipated that the Resulting Issuer will have total funds available, after giving effect to the Qualifying
Transaction, as follows:
Source Funds Available ($)
Gross Concurrent Financing Proceeds 760,000
Funds to be acquired in the QT(1) 364,400
Proceeds from Option Exercise 6,667
SubTotal 1,131,067
Estimated working capital (deficit) of the Resulting Issuer at
October 31, 2022
(133,940)
Estimated cash cost (including legal, accounting, audit,
commissions) associated with the Qualifying Transaction and
Concurrent Financing(2)
(155,680)
TOTAL 841,447
Notes:
(1) The remainder of the funds to be acquired in the QT following the non-refundable advances of $25,000 and $10,600 from the Vendor
to the Company on February 15, 2022 and February 28, respectively.
(2) Includes up to 7% cash finder’s fee on $85,000 of the proceeds of the Concurrent Financing.
Anticipated Use of Funds
Administrative expenses of the Resulting Issuer for 354,600(1)
12 months
Option maintenance payment 10,000
Recommended exploration program on the 317,002(2)
Property
Unallocated working capital $159,845
TOTAL $841,447
A reallocation of the funds may be necessary for sound business reasons, as determined by management
of the Company. Notwithstanding the proposed uses of available funds discussed above, there may be
circumstances where, for sound business reasons, a reall ocation of funds may be necessary or prudent.
The above uses of available funds should be considered estimates.
The common shares of the Company ("Common Shares") were halted upon the entry into o f a letter of
intent between the Company and the Vendor on of November 18, 2020, and t rading in the Common
Shares is expected to remain halted until the completion of the Proposed Transaction.
The Agreement is subject to the parties satisfying various other conditions. There can be no assurance that
the Proposed Transaction will be completed on the terms proposed above or at all. Each of the Company
and the Vendor shall bear their own costs in respect of the Proposed Transaction , except that the
Company will pay for $112,000 in fees and taxes for the expenses of the Vendor in the transaction.
Interests of Insiders, Promoters and Control Persons
The following table summarizes the undiluted Interests of Insiders, Promoters and Control Persons of the
Company before and after giving effect to the Qualifying Transaction, including any consideration that
such individual or party may receive if the Qualifying Transaction proceeds:
Name, Position and
Municipality of Residence
# and % of Shares
before QT and
Concurrent
Financing(1)
# and % of Shares after QT
and Concurrent
Financing(2)
Charles MaLette, CEO and
director (3)
Vancouver, B.C.
680,001/17% 1,812,668/7%
Doug Bachman, director (3)
St. Alberta , Alberta
666,660/17% 696,326/3%
Lance Morginn, CFO
Vancouver, B.C., (4)
Vancouver, B.C.
666,668/17% 500,001/2%
Rasool Mohammad, CEO,
Corporate Secretary and
director
Richmond, B.C.
nil 6,906,811/27%
Paul Sorbara, director
Surrey, B.C.
nil nil
Robert Webb,
director Ottawa,
Ontario
nil nil
Oliver Foeste, CFO
Vancouver, B.C.
nil nil
Andreas Jacob, director
Boisbriand, Québec
nil nil
(1) Calculation on an undiluted basis and based on 4,013,329 Shares outstanding prior to the Completion of the
Qualifying Transaction and the Concurrent Financing.
(2) Calculation on an undiluted basis and based on 25,409,995 Shares outstanding upon the completion of the
Qualifying Transaction, the Concurrent Financing, the exercise of 66,666 stock options and the initial issuance,
within 10 Business Days of the date of the Final QT Exchange Bulletin, of 150,000 Shar es to North -Sask Ventures
Ltd. pursuant to the Wedge Lake Mineral Property Option.
(3) Will resign from all roles as director, officer and promoter of the Company, as applicable, upon completion of
the Qualifying Transaction.
(4) Will remain a director upon completion of the Qualifying Transaction.
Principal Security Holders
To the knowledge of management of the Company, the only security holders who will own of record or
beneficially, directly or indirectly, or exercise control or direction over more than 10% of any class of
voting securities of the Resulting Issuer after giving effect to the Qualifying Transaction and the
Concurrent Financing are as follows:
Name and Municipality of
Residence of Shareholder Number and % of Shares after
QT and Concurrent Financing (1)
Number and % of Shares after
QT and Concurrent Financing (2)
(Undiluted) (Fully Diluted)
Rasool Mohammad (4) 6,906,811 6,906,811
(27%) (23%) Richmond, B.C.
Andaleeb Khan 1,348,938 1,348,938
Richmond, B.C. (5%) (4.4%)
Notes:
(1) Percentage based on 25,409,995 Shares expected to be issued and outstanding following the completion of the QT and the
Concurrent Financing.
(2) Percentage based on 30,387,595 Shares expected to be issued and outstanding following completion of the QT and the Concurrent
Financing, and giving effect to the exercise of 4,080,000 common stock warrants and 47,600 broker warrants and the issuance o f
850,000 Shares under the Wedge Lake Mineral Property Option. See “Pro Forma Fully Diluted Share Capital”.
(3) Rasool Mohammad and Andaleeb Khan are associates of each other.
All indicated holdings in the table above will be subject to a four month and a day hold period upon
issuance in addition to the QT Escrow Agreement resale restrictions.
INFORMATION CONCERNING THE WEDGE LAKE PROPERTY
The Wedge Lake Property located in Northern Saskatchewan (Figure 4.1), is approximately 160 km
northeast of La Ronge (56° 15' 10.557" N, 103° 51' 12.410" W). Locally, the project is located along the
southern shore of Upper Nistoassini Lake and approximately 2 kilometers north -east of Upper Waddy
Lake.
The Wedge Lake Property consists of 5 mineral claims totalling 955 Ha and 23 deemed partial cells all
owned 100% by North-Sask. Ventures Ltd (Figure 4.2).
Upon completion of the proposed acquisition, the Company will be engaged in the business of exploring
for, with the ultimate goal of developing and producing, precious metals from the Property.
To the knowledge of the Company, there are no liens or encumbrances on the Property. All portions of
the Property are legally accessible by road or trail.
The Company has obtained a Technical Report on the Property, dated June 20, 2022. The Technical
Report is entitled “National Instrument 43 -101, Technical Re port on the Wedge Lake Gold Property,
Saskatchewan, Canada” dated June 20, 2022 prepared for the Company by Kevin Wells, P. Geo., an
Independent Qualified Person (“ QP”) as defined by the Canadian Securities Administrators' ("CSA")
National Instrument 43 -101, Standards of Disclosure for Mineral Projects, according to the format and
content specified in Form 43 -101F1. This Press Release should be read in conjunction with the
Technical Report , which is included in the Filing Statement filed by the Company on November 29.
2022 on SEDAR at www.sedar.com.
A summary of the exploration expenditures by the Vendor is as follows:
Cumulative exploration costs, October 23, 2020 (Inception)
Exploration $119,221
Report writing $17,152
Cumulative exploration costs, April 30, 2021 $136,373
Geological consulting $5,247
Report writing $5,717
Cumulative exploration costs, July 31, 2021 $147,3337
Geological consulting $6,152
Cumulative exploration costs, April 30, 2022 and July 31, 2022 $153,489
(1) During the three months ended July 31, 2022, the Carve-out entity did not incur any exploration costs.
Name Change
Concurrently with the close of the Qualifying Transaction, the Company intends to change its name from
Rebel Capital 2.0 Corp. to “Arya Resources Ltd.” (the “Resulting Issuer”). The Company intends to
keep the trading symbol “RBZ.”
Management and Board of Directors of the Resulting Issuer
Rasool Mohammad – age 53 – President, Chief Executive Officer and Director
Mr. Mohammad has more than 30 years of combined education and hands-on-experience in the Energy
and Mining Industries in Canada, the U.S. and South America. He has his Bachelor of Science in
Mining Engineering (1991) from UET, Peshawar, Pakistan. He was a founder, director, President, CEO
and Chairman of the Board of Comstock Metals Ltd (CSL.V) from Mar 2011 to August 2019. During
his time with Comstock he participated in share offerings that raised about $19,000,000. Mr.
Mohammad was a founder, director, CEO and COO of La Ronge Gold/Select Sands Corp (SNS.V)
from May 2011 to August 2019. During his time with that company, he participated in shar e offerings
that raised about $34,000,000.
Mr. Mohammad is not currently an officer or a director of a public company.
Paul Sorbara – age 69 – Director
Mr. Sorbara, Founder, Director President of Golden Goliath Resources (GNG.V) completed his M.Sc.
at the University of Toronto in 1979, studying collapsed caldera structures in Canada’s Northwest
Territories. Following graduation, he conducted Caldera Reconnaissance Programs for Cominco Ltd. in
both British Columbia and the Sierra Madre Occidental range in N orthern Mexico, spending a number
of years in Cominco’s Guadalajara office. Changes in the foreign investment laws made investment in
Mexico feasible, and Mr. Sorbara was one of the first Canadians to go there. With help from his
numerous Mexican geologica l contacts, he started his own private Mexican exploration company,
Minera Delta S.A. de C.V. which after eight years he took public as Golden Goliath Resources Ltd. Mr.
Sorbara has been Part of Cominco Ltd.ʻs Iron Formation hosted gold team.
He has conducted Research on Uranium deposits. Mr. Sorbara has been Lecturer at U of Toronto Ore
Deposit Workshop on Uranium deposits (1979).
Robert Webb – age 75 – Director
Robert started his career with industry in large retail then manufacturing technology companies . He
joined the Government of Canada in 1990 holding positions as Canada’s Science Policy representative
to the USA; Head of Mission (Wright -Patterson AFB), acting Head of Mission (Canadian Consulate,
Detroit); Director Research Oversight and Head, International / National S&T at Defence R&D Canada
and concurrently National Coordinator (Canada) at the NATO Research and Technology Board, Paris;
political work related to satellite policy/inspections of satellite receiving stations world -wide; Canada’s
representative at the National Center for Manufacturing Sciences, Ann Arbor, Michigan; member of
peer review teams with National Science & Engineering Research Council; and Head of Trade &
Investment for Pakistan/Afghanistan (Islamabad) where he retired in 2012. Robert heads the Pakistan
Extractives Working Group started by the World Bank and himself in April 2012 and authored the final
report issued in March 2016 of an ADB 2015 funded project on the Minerals Sector of Pakistan (legal,
regulatory, policy, revenue management, foreign direct investment, plus environment and social
aspects). He assists the public and private sectors in various projects such as MOD/CAA and PIA in
successful airport inspections by Transport Canada and PIA with getting West -jet and Air C anada
interline agreements. He assists with trade relationships in M.E., Eastern Europe, and Central Asia
regions.
A 1998/99 Fellow of American Association for the Advancement of Science, chaired symposium
sessions at AAAS Annual Meetings in 2004 and 2005; “The Hydrogen Economy” and “Cognitive
Interfaces: Neural Control of Machines.” He presented papers on Technology Outlook at international
conference and co-chaired a session on agriculture and minerals at the Punjab Economic Forum April
2017. He is a 1968 graduate from the University of Leicester with a B.Sc. (Hons) in General Science,
majoring in Math and Economics.
Mr. Webb is not currently an officer or a director of a public company.
Andreas Jacob – age 49 – Director
Mr. Jacob is Vice-President and director since 2007 of Petrolympic Ltd (PCQ.V) Mr. Jacob has
significant experience growing and expanding small-cap companies and has spent years consulting for
various businesses. As co-founder of Petrolympic, Mr. Jacob brings specific skills in providing strategic
business direction, developing and maintaining key relations and fund raising.
Oliver Foeste, CPA, CA - age 46 – Chief Financial Officer
Mr. Foeste holds a Bachelor of Commerce degree (with distinction) from the University of Victoria
(2001). Mr. Foeste is the founder and Managing Partner of Invictus Accounting Group LLP (est. 2012)
and has significant executive, director, finance and public company compliance experience across a
number of industry sectors. Prior to Invictus, Oliver was in senior finance and accounting roles at TSX,
TSXV, and NYSE listed issuers, and earned his CPA at Deloitte and a boutique tax advisory firm.