Roll-up Capital and Renntiger Resources Announce Completion of $4.4 Million Financing IN Connection with Proposed Qualifying Transaction
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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.
ROLL-UP CAPITAL AND RENNTIGER RESOURCES ANNOUNCE COMPLETION
OF $4.4 MILLION FINANCING IN CONNECTION WITH PROPOSED
QUALIFYING TRANSACTION
February 9, 2017 , Calgary, Alberta : Roll-Up Capital Corp . (TSX.V: ROL.P - the “Company” or
“Roll-Up”), a capital pool company, is pleased to announce the closing by Renntiger Resources
Limited ( “Renntiger”) of: (i) a brokered private placement of 13,333,333 subscription receipts (the
“Subscription Receipts”) at an issue price of $0.30 per Subscription Receipt (the “ Issue Price”) for
aggregate gross proceeds of approximately $4 million (the “ Brokered Offering ”) and (ii) a non -
brokered private placement of 1,382,364 Subscription Receipts at the Issue Price for additional
aggregate gross proceeds of approximately $4 15,000, pursuant to the exercise of pre -existing
participation rights by an exist ing shareholder of Renntiger (the “ Non-Brokered Offering ”, and
together with the Brokered Offering, the “ Offering”). The Offering was completed in connection with
a proposed plan of arrangement transaction (the “ Plan of Arrangement ”) between Roll -Up and
Renntiger, which will constitute Roll -Up’s “Qualifying Transaction” (the “Transaction”) on the TSX
Venture Exchange (the “ TSXV”). Following the completion of the Transaction , Roll-Up is referred to
herein as the “ Resulting Issuer”), and pursuant to the Transaction, all of the securities of Renntiger
will be exchanged for, or will entitle the holders thereof to receive, securities of the Resulting Issuer.
Each Subscription Receipt will entitle the holder thereof to receive, without payment of any additional
consideration, and, subject to adjustment, one unit of Renntiger (a “Unit”), upon satisfaction or waiver
of the Escrow Release Conditions prior to the Escrow Deadline (each as defined below). Each Unit is
comprised of one common share of Renntiger (a “ Unit Share ”) and one -half of one common share
purchase warrant of Renntiger (each whole common share purchase warrant, a “ Warrant”). Each
Warrant entitles the holder thereof to purchase one common share of Renntiger (a “ Warrant Share”)
at a price of $0.60 per Warrant Share for a period of 24 months following the date of completion of the
Transaction.
The Brokered Offering was completed by GMP Securities L.P. and PI Financial Corp., as co -lead
agents (the “Agents”). As consideration for their participation in the Brokered Offering, Renntiger has
agreed to pay the Agents a cash commission equal to 7% of the gross proceeds of the Brokered
Offering. The Agents’ cash commission plus a pro rata portion of interest accrued thereon will only be
released to the Agents upon satisfaction or waiver of the Escrow Release Conditions. As additional
consideration, Renntiger has issued on the date hereof a total of 933,333 compensation options to the
Agents. Each such compensation option will entitle the Agents to purchase one common share of
Renntiger at the Issue Price for a period of 24 months following the completion of the Transaction.
The gross proceeds of the Offering (less the Agents’ expenses incurred in connection with the Brokered
Offering) have been deposited into escrow (the “ Escrowed Fund s”) and will only be released to
Renntiger upon satisfaction of the following conditions (together, the “ Escrow Release Conditions ”)
on or before 5:00 p.m. (Toronto time) on March 31, 2017 (the “ Escrow Deadline”): (i) the completion
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or satisfaction of all conditions precedent to the Transaction, to the satisfaction of the Agents; (ii) the
receipt of all required shareholder and regulatory approvals, including, without limitation, the
conditional approval of the TSXV for the Transaction; (iii) the receipt by the Agents of an opinion of
counsel to Renntiger that upon issuance of the Units and completion of the Transaction, the securities
of the Resulting Issuer issued in exchange for or in lieu of the securities of Renntiger will not be subject
to any statutory or other hold period in Canada, subject to any conditions imposed under Section 2.6 of
National Instrument 45 -102; and (iv) Renntiger and the Agents, having delivered a joint notice and
direction to the escrow agent confirming that the conditions set forth above, have been met or waived.
If (i) the Escrow Release Conditions are not satisfied on or before the Escrow Deadline, or (ii) prior to
the Escrow Deadline, Renntiger advises the Agents or announces to the public that it does not intend to
satisfy the Escrow Release Conditions, the Escrowed Funds (plus accrued interest earned thereon) shall
be returned to the holders of the Subscription Receipts on a pro r ata basis, and the Subscription
Receipts will be cancelled without any further action on the part of the holders. To the extent that the
Escrowed Funds (plus accrued interest) are not sufficient to refund the aggregate Issue Price paid by the
holders of th e Subscription Receipts, Renntiger will be responsible and liable to contribute such
amounts as are necessary to satisfy any shortfall.
Upon escrow release to Renntiger, the net proceeds of the Offering (together with any pro rata portion
of interest earned thereon) will be applied by the Resulting Issuer for the exploration and development
of the Bonita copper and gold project in Nevada and for general corporate purposes.
All of the securities issued pursuant to the Offering are subject to an indefin ite hold period under
applicable securities laws in Canada. However, upon completion of the Transaction, the securities of
the Resulting Issuer issued in exchange for or in lieu of the securities of Renntiger will no longer be
subject to such hold period a nd the common shares of the Resulting Issuer will be listed and
immediately tradeable on the TSXV.
This press release is not an offer of the securities for sale in the United States. The securities have not
been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in
the United States absent registration or an exemption from registration. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the
securities in any state in which such offer, solicitation or sale would be unlawful.
Qualifying Transaction Update
Further to Roll -Up’s press release of January 5, 2017, Roll -Up provides the following update on the
Transaction:
On January 17, 2017, Renntiger’s shareholders approved the Plan of Arrangement. Renntiger intends to
seek final Court approval of the Plan of Arrangement on or about February 14, 2017. Roll-Up has filed
a draft Filing Statement with the TSXV. Roll-Up and Renntiger continue to work together to obtain
TSXV acceptance of the Transaction as soon as possible.
On February 8, 2017, Roll -Up and Renntiger amended the arrangement agreement dated December 9,
2016, as amended on January 5, 2017, to reflect certain c hanges to the Offering as originally
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contemplated, name ly an increase in the Brokered Offering and the addition of the Warrant, and
entered into an amended and restated arrangement (the “ Amended and Restated Arrangement
Agreement”). The parties anticipate that the Transaction, which still remains subject to approval by the
TSXV, will be completed prior to the Escrow Deadline. For further details on the Transaction please
see Roll-Up’s press releases dated December 9, 2016, December 12, 2016 and January 5, 2 017. The
Amended and Restated Arrangement Agreement is available on SEDAR under Roll-Up’s profile.
About Roll-Up Capital Corp.
Roll-Up is a capital pool company that completed its initial public offering and obtained a listing on the
TSXV in September 2015 (trading symbol: “ROL.P”). Prior to entering into the arrangement agreement
with Renntiger , Roll-Up did not carry on any active business activity other than reviewing potential
transactions that would qualify as Roll-Up's Qualifying Transaction.
About Renntiger Resources Ltd.
All information in this press r elease relating to Renntiger is the sole responsibility of Renntiger.
Management of Roll-Up has not independently reviewed this disclosure nor has Roll-Up's management
hired any third party consultants or contractors to verify such information.
Renntiger is a private junior mineral exploration company, formed in 2010 and registered in British
Columbia, with a wholly owned subsidiary, Renntiger Resources USA Ltd., registered in Nevada .
Renntiger is based in Vancouver, BC. Michael Gunning (Ph.D., P.Geo.) and Darrin Wagner (M.Sc.,
P.Geo.) are the founders and principals of Renntiger and bring over 50 years of combined industry
experience to the company.
Renntiger has been active since 2 012. It has raised approximately C$3,200,000 in the past four years.
The focus is early -stage copper and gold exploration in the western United States, namely Nevada.
Renntiger holds 100% interests in properties in Humboldt County, Mineral County and Nye C ounty.
Working capital is currently around C$600,000, and exploration is ongoing on its core asset, the Bonita
Property. Renntiger plans to drill test numerous and distinct porphyry copper targets on the Bonita
property in 2017, in accordance to the recommended work programs and budgets in an independent
technical report completed on the property in 2015.
Cautionary Note
As noted above, completion of the Transaction is subject to a number of conditions including, without
limitation, the satisfaction or waiver of the Escrow Release Conditions, approval of the TSXV, final
approval of the court and the completion of various corporate actions (a consolidation and continuation)
by Roll -Up. Where applicable, the Transaction cannot close until the required a pprovals have been
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 continuous disclosure documents containing full,
true and plain disclosure regardi ng the Transaction, required to be filed with the securities regulatory
authorities having jurisdiction over the affairs of the Company, any information released or received
with respect to the Transaction may not be accurate or complete and should not be relied upon. The
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trading in the securities of Roll -Up on the TSXV was halted on December 9, 2016 , and if reinstated
prior to completion of the Transaction, should be considered highly speculative.
ON BEHALF OF THE BOARD OF DIRECTORS:
Michael G. Thomson,
President, Chief Executive Officer,
Chief Financial Officer and Director
For further information please contact:
Michael G. Thomson
Email: [email protected]
Phone: (403) 303-2770 or (604) 312-4777
Disclaimer for Forward-Looking Information
This press release contains forward -looking statements and information that are based on the beliefs of
management and reflect Roll -Up's current expectations. When used in this press release, the words
“estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or "should”
and the negative of these words or such variations thereon or comparable terminology are intended to
identify forward-looking statements and information. The forward -looking statements and information in
this p ress release include information relating to the business plans of Roll -Up and Renntiger, the
Offering, the Escrow Release Conditions and the Qualifying Transaction. Such statements and
information reflect the current view of Roll -Up. Risks and uncertainti es that may cause actual results to
differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward -looking statements involve known and unknown risks, uncertainties and other
factors which may cause our actual results, performance or achievements, or other future events, to be
materially different from any future results, performance or achievements expressed or implied by such
forward-looking statements.
Such factors include, among others, the following risks:
there is no assurance that the Escrow Release Conditions will be satisfied or waived;
there is no assurance that Roll -Up and Renntiger will obtain all requisite approvals for the
Transaction, including the approval of the TSXV for the Transaction (which may be conditional
upon amendments to the terms of the Transaction) or court approval of the Transaction;
following completion of the Transaction, the Resulting Issuer may require additional financing
from time to time in order to continue its operations; financing may not be available when needed
or on terms and conditions acceptable to the Resulting Issuer;
new laws or regulations could adversely affect the Resulting Issuer's business and results of
operations; and
the stock markets have exp erienced volatility that often has been unrelated to the performance of
companies. These fluctuations may adversely affect the price of the Resulting Issuer's securities,
regardless of its operating performance.
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There are a number of important factors that could cause Resulting Issuer’s actual results to differ
materially from those indicated or implied by forward -looking statements and information. Such factors
include, among others: currency fluctuations; limited business history of the Resulting Issuer; disruptions
or changes in the credit or security markets; results of operation activities and development of projects;
project cost overruns or unanticipated costs and expenses ; fluctuations in commodity prices ; and general
market and industry conditions.
Roll-Up cautions that the foregoing list of material factors is not exhaustive. When relying on Roll -Up's
forward-looking statements and information to make decisions, investors and others should carefully
consider the foregoing factors and other uncertainties and potential events. Roll -Up has assumed that the
material factors referred to in the previous paragraph will not cause such forward -looking statements and
information to differ materially from actual resu lts or events. However, the list of these factors is not
exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the
actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PR ESS RELEASE REPRESENTS
THE EXPECTATIONS OF ROLL -UP AS OF THE DATE OF THIS PRESS RELEASE AND,
ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE
UNDUE IMPORTANCE ON FORWARD -LOOKING INFORMATION AND SHOULD NOT RELY UPON
THIS INFORMATION AS OF ANY OTHER DATE. WHILE ROLL -UP MAY ELECT TO, IT DOES NOT
UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS
REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Qualifying 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 TSX Venture Exchange) accepts responsibi lity for the adequacy or accuracy of this press
release.