Rebel Capital 2.0 Corp. Enters Definitive Agreement to Acquire Option ON Wedge Lake Property IN Saskatchewan, Canada
REBEL CAPITAL 2.0 CORP. ENTERS DEFINITIVE 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.
November 3, 2021 – Vancouver, BC, Canada. Rebel Capital 2.0 Corp. (“Rebel” or the “ Company”)
(TSXV: RBZ-P) is pleased to announce that it has entered into a definitive agreement (the “ Agreement”)
dated effective November 3, 2021, pursuant to which it will acquire the mineral property option (the
“Option”) to the Wedge Lake Property in Saskatchewan, Canada 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 other terms
and conditions.
The Option contemplates Rebel earning a 100% interest in the Prop erty, subject to the terms and
conditions of the Option and a 2.5% net smelter royalty. Total consideration over the course of five years
will be $105,000, 1000,000 Common Shares and $1,000,000 in exploration expenditures. Rebel will also
be required to co mplete a Preliminary Economic Assessment and a Preliminary Feasibility Study on the
Property before earning its 100% interest.
The Agreement
The Transaction will include a commitment by Rebel to undertake aggregate exploration expenditures of
$1 million on the Property, composed of $1 00,000 of exploration expenditures to be completed on or
before the first anniversary of the date of issuance of the Final Exchange Bulletin (the “Anniversary”),
$100,000 of exploration expenditures to be completed on or bef ore the second 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 com pleted 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 $105,000 and are to be made as follows:
$5,000 on the date of signing this Agreement;
$10,000 within 10 Business Days of the date of Exchange Acceptance;
$10,000 on or before the first anniversary 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 $105,000 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 $105,000 cash payments, the issuance of 1,000,000 Com mon Share, the
$1,000,000 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 the 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 Property, Rebel shall
issue to the Optionor an additional 200,000 Common Shares.
There are no finders fees associated with the Transaction.
Approval of the QT by the shareholders of Rebel is not expected to be required by the Exchange since the
QT is an "arm's length transaction" pursuant to the policies of the Exchange.
Prior to the closing of the QT, Rebel also expects to complete a non -brokered private placement (the
"Private Placement") of up to 4,000,000 units (each a " Unit") at a price of $0.15 per Unit for aggregate
gross proceeds of than $100,000 and no more than $600,000 , under which Rebel is expected to issue
common share units at a price of $0.20 per unit, each unit comprising on e share and one common share
purchase warrant (each a " Warrant") exercisable for three years at $0.40 per share (each a " Warrant
Share") and/or flow-through shares at a price of $0.20 per flow-through share.
The Vendor also has 3,800,000 outstanding com mon share purchase warrants that will be cancelled and
new Rebel common share purchase warrants with the same terms will be granted to the warrant holders.
The common shares of Rebel ("Common Shares") were halted upon the entry into o f a letter of intent
between Rebel and the Vendor on of November 18, 2020, and trading in the Common Shares is expected
to remain halted until the completion of the Proposed Transaction or the dissemination of a
comprehensive press release pursuant to the policies of the Exchange.
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 Rebel and the
Vendor shall bear their own costs in respect of the Proposed Transaction.
Management and Board of Directors of the Resulting Issuer
The management and board of directors of Rebel is expected to include Rasool Mohammad (President,
Chief Executive Officer and d irector) and Charles MaLette (director). Rebel intends to engage and
appoint additional officers and directors prior to completion of the QT and will provide further details in
this regard in a further press release.
Rasool Mohammad (age 53) 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 f ounder, 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
share offerings that raised about $34,000,000.
Mr. Mohammad is not currently an officer or a director of a public company.
Charles MaLette (age 75) was an Investment Advisor for more than 35 years, from 1983 to 2018, with
Canaccord Genuity Corp. He has many years’ experience in investing in public companies in various
industries, and analyzing and reviewing hundreds of public companies financial statements. Mr. MaLette,
is the Chief Executive Officer, President and a director of Stevens Gold Nevada Inc., a public company
listed on the Canadian Securities Exchange under the symbol “SG.” He has been the President, Corporat e
Secretary and a director of Core Process Solutions Inc., a private B.C. company, since 2019. Mr. MaLette
graduated from the University of Calgary in 1970 with a degree in Economics. After receiving a teaching
degree from the University of British Columbi a in 1972 he taught high school for 9 years in Vancouver,
B.C. Mr. MaLette is also a director and secretary of the B.C. Thoroughbred Owners and Breeders
Association.
To the best of the Company's knowledge and belief, all of the current shareholders of the Vendor act at
arm's length to Rebel and all of the current shareholders of Rebel act at arm's length to the Vendor.
Sponsorship of the QT
Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless
exempt in accorda nce with Exchange policies. Rebel is currently reviewing the requirements for
sponsorship and may apply for an exemption from the sponsorship requirements pursuant to the policies
of the Exchange, however, there is no assurance that Rebel will ultimately obtain this exemption. Rebel
intends to include any additional information regarding sponsorship in a subsequent press release.
About the Company
The Company is a capital pool company pursuant to Policy 2.4 of the Exchange. Except as specifically
contemplated in such policy, until the completion of its QT (as defined in the policy), the Company will
not carry on business, other than the identification and evaluation of companies, businesses or assets with
a view to completing a proposed QT. Investors are cautioned that trading in the securities of a capital pool
company is considered highly speculative.
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.
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 approval of disinterested shareholders of
matters under the New CPC Policy at the general and special shareholder meeting and 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 ter ms 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, Private Placement 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 conditions, 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 not limited to, Exchange
acceptance and if applicable pursuant to Exchange Requirements, majority of the m inority 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. T rading 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.
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.
For further information please contact:
Rebel Capital 2.0 Corp.
Charles MaLette
Email: [email protected]
Telephone: (604) 428-5171