Rebel Capital 2.0 (RBZ.P-V) Enters Amended Agreement To Acquire Option On Wedge Lake Property In Saskatchewan, Canada
Dec 13, '22 - NR
Rebel Capital 2.0 Corp. has entered into an amended definitive agreement dated effective Nov. 14, 2022, pursuant to which it will acquire the mineral property option, dated Nov. 10, 2020, as amended on Oct. 24, 2022, to the Wedge Lake property in Saskatchewan, Canada, and an amount of cash not less than $400,000 from 1271332 B.C. Ltd.
The transaction will constitute the company's qualifying transaction under the policies of the TSX Venture Exchange. Upon successful completion of the QT, it is anticipated that the company will be listed as a Tier 2 mining issuer on the TSX-V 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 TSX-V and certain other terms and conditions.
The option contemplates Rebel earning a 100-per-cent interest in the property, subject to the terms and conditions of the option and a 2.5-per-cent net smelter royalty. Total consideration from Rebel over the course of five years will be $90,000, one million 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-per-cent interest.
The agreement
The definitive agreement between the company and the vendor was signed on Nov. 3, 2021, and amended on Nov. 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, $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 $300,000 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;
$30,000 on or before the fifth anniversary of the date of exchange acceptance.
The common share consideration payments total one million 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;
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 75-per-cent interest in and to the property. Upon completion of a preliminary feasibility study, the balance of 25-per-cent interest will be earned, and 100-per-cent 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 one million common share, the $900,000 in exploration expenditures, a preliminary economic assessment study and a preliminary feasibility study, the optionor will deliver to Rebel a recordable transfer of a 100-per-cent 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-per-cent net smelter royalty. Rebel may purchase 1 per cent of the net smelter royalty for an additional $1-million.
Until such a time as Rebel earns its 100-per-cent 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 a National Instrument 43-101 report commissioned by Rebel confirms the existence of an inferred mineral resource estimate grading at least four grams per tonne gold 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 four grams per tonne 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 a prefeasibility 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 a combined inferred mineral resource, indicated mineral resource and measured mineral resource estimate grading at least four grams per tonne Au aggregating an initial 500,000 ounces of gold on the property, 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 on closing $50,000, not including taxes and disbursements, to counsel for the vendor.
Rebel shall pay on closing $56,000 of the vendor's auditor expenses.
There are no finders' 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 approval of the QT from its shareholders. The 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 for gross proceeds of $760,000, composed of proceeds from the sale of two million flow-through shares at 12.5 cents each and 4.08 million non-flow-through units at 12.5 cents each. Finders' Fees consisting of up to 7 per cent in cash and 7 per cent in 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 financing 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 concurrent financing to finance the exploration program on the property as recommended in the technical report, for general working capital, and to finance the general and administrative expenses of the resulting issuer. For additional information on the use of the concurrent financing proceeds, see the disclosure in the filing statement filed by the company on SEDAR on Nov. 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 set out herein.
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 reallocation of funds may be necessary or prudent. The above uses of available funds should be considered estimates.
The common shares of the company were halted upon the entry into of a letter of intent between the company and the vendor on Nov. 18, 2020, and trading 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
Attached is a table that 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.
Principal securityholders
To the knowledge of management of the company, the only securityholders who will own of record or beneficially, directly or indirectly, or exercise control or direction over more than 10 per cent of any class of voting securities of the resulting issuer after giving effect to the qualifying transaction and the concurrent financing are set out in an attached table.
All indicated holdings will be subject to a four-month-and-a-day hold period upon issuance in addition to the qualifying transaction escrow agreement resale restrictions.
Information concerning the Wedge Lake property
The Wedge Lake property located in Northern Saskatchewan is approximately 160 kilometres northeast of La Ronge. Locally, the project is located along the southern shore of Upper Nistoassini Lake and approximately two kilometres northeast of Upper Waddy Lake.
The Wedge Lake property consists of five mineral claims totalling 955 hectares and 23 deemed partial cells, all owned 100 per cent by North-Sask. Ventures Ltd.
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 reachable 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 Report on the Wedge Lake Gold Property, Saskatchewan, Canada," dated June 20, 2022, prepared for the company by Kevin Wells, PGeo, an independent qualified person as defined by the Canadian Securities Administrators' 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 Nov. 29, 2022, on SEDAR.
A summary of the exploration expenditures by the vendor is attached.
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 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 United States and South America. He has his bachelor of science in mining engineering (1991) from UET, Peshawar, Pakistan. He was a founder, director, president, chief executive officer and chairman of the board of Comstock Metals Ltd. (CSL.V) from March, 2011, to August, 2019. During his time with Comstock, he participated in share offerings that raised about $19-million. Mr. Mohammad was a founder, director, CEO and chief operating officer 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-million.
Mr. Mohammad is not currently an officer or a director of a public company.
Paul Sorbara -- age 69 -- director
Mr. Sorbara, founder, director and president of Golden Goliath Resources (GNG.V) completed his MSc 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 northern 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 geological contacts, he started his own private Mexican exploration company, Minera Delta SA de CV, which, after eight years, he took public as Golden Goliath Resources Ltd. Mr. Sorbara has been part of Cominco's iron-formation-hosted gold team.
He has conducted research on uranium deposits. Mr. Sorbara has been a lecturer at the University of Toronto's ore deposit workshop on uranium deposits (1979).
Robert Webb -- age 75 -- director
Mr. Webb 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 United States; 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 co-ordinator (Canada) at the NATO Research and Technology Board, Paris; political work related to satellite policy/inspections of satellite receiving stations worldwide; Canada's representative at the National Center for Manufacturing Sciences, Ann Arbor, Mich.; member of peer review teams with National Science & Engineering Research Council; and head of trade and investment for Pakistan/Afghanistan (Islamabad), where he retired in 2012. He heads the Pakistan extractives working group started by the World Bank and himself in April, 2012, and wrote the final report issued in March, 2016, of an ADB 2015-financed project on the mineral sector of Pakistan (legal, regulatory, policy, revenue management, foreign direct investment, and 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 Westjet and Air Canada interline agreements. He assists with trade relationships in the Middle East, Eastern Europe and central Asia regions.
A 1998/1999 fellow of American Association for the Advancement of Science, he 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 an international conference and co-chaired a session on agriculture and minerals at the Punjab Economic Forum in April, 2017. He is a 1968 graduate from the University of Leicester with a BSc (honours) 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 expanding small-capitalization 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 fundraising.
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 (established 2012) and has significant executive, director, finance and public company compliance experience across a number of industry sectors. Prior to Invictus, he was in senior finance and accounting roles at Toronto Stock Exchange-, TSX Venture Exchange- and New York Stock Exchange-listed issuers, and earned his CPA at Deloitte and a boutique tax advisory firm.
Lance Morginn -- age 50 -- director
Mr. Morginn served as the chief executive officer and director of Blockchain since November, 2017. From April, 2012, to January, 2015, Mr. Morginn served as chief executive office of Max Health Vending, a company providing healthy snack and drinking vending machines in workplaces around Vancouver, B.C., as well as created software to manage vending operations. In January, 2010, Mr. Morginn founded Cab Ride Media, a taxi advertising company, and acted as chief executive office until August, 2010. From February, 2002, to January, 2015, Mr. Morginn was the chief executive office of FiberFeed Networks Inc., an Internet service provider that provides website creation, co-location of servers and website hosting.
Sponsorship of the QT
Sponsorship of a qualifying transaction of a capital pool company is required by the exchange unless exempt in accordance with exchange policies. Rebel has acquired an exemption from the exchange from this requirement.
Escrow shares
A total of 2,013,329 shares of the company are currently held in capital pool company escrow. A total of 50,000 shares will be added to the CPC escrow following the exercise of 66,666 stock options by Doug Bachman upon closing. Under the terms of the CPC escrow agreement, these shares will be released as to 25 per cent thereof on the completion of the company's qualifying transaction as defined in the policies of the exchange and as to 25 per cent thereof on each of the sixth, 12th and 18th months following the initial release.
A total of 8,255,749 of the consideration shares will be held pursuant under a QT escrow agreement, and a total of 2,616,812 consideration shares will be subject to resale restrictions pursuant to the exchange's seed share resale restrictions.
The QT escrow agreement and seed share release schedule is set out herein.
About Rebel Capital 2.0 Corp.
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.
Risk factors
There are inherent risks in the business of the company. Upon completion of the qualifying transaction, the business of the company will be the exploration of the property. As such, the future operations of the resulting issuer will be subject to risks incidental to the nature of the business, legal and economic climate in which the company will operate. An investment in a mining exploration company and, more specifically, the company involves a significant degree of risk, including the impact of general business and economic conditions, completion of the qualifying transaction and exchange approval; risks related to global pandemics, including the novel COVID-19 global health pandemic and the spread of other viruses or pathogens; the use of available funds; the limited operating history of the company; business opportunities that become available, or are pursued; the dependence on the Wedge Lake property; the stage of development of the Wedge Lake property; dangers inherent in mining activities, including, but not limited to, environmental hazards, industrial accidents, unusual or unexpected formations, safety stoppages (whether voluntary or regulatory), pressures, mine collapses, cave-ins or flooding, and the risk of inadequate insurance or inability to obtain insurance to cover these risks; actual results of mining and current exploration activities; an inability to obtain future debt or equity financing; conflicts of interests; an inability to attract or retain effective personnel; title defects; industry conditions, including commodity price fluctuations, interest and exchange rate fluctuations; fluctuations in foreign exchange or interest rates; litigation; reliance on third parties; governmental and environmental regulation; regulatory, political or economic developments; disruption from non-governmental organizations; increased costs due to climate change initiatives; the rights on indigenous peoples; inadequate infrastructure; and other factors, many of which are beyond the control of the company. The company assumes no responsibility to update forward-looking statements, other than as may be required by applicable securities laws.
The resulting issuer's future development and actual operating results may be very different from those expected as at the date of this press release. No representation is or can be made as to the future performance of the resulting issuer, and there can be no assurance that the resulting issuer will achieve its objectives. Accordingly, readers should carefully consider the risk factors contained herein and under risk factors in the filing statement filed by the company on SEDAR on Nov. 29, 2022.
Conditional approval
On Nov. 28, 2022, the exchange conditionally accepted the qualifying transaction subject to the company completing the concurrent financing and fulfilling all of the requirements of the exchange. There can be no assurance that the company will be able to satisfy the requirements of the exchange such that the exchange will issue the final QT exchange bulletin.
For further information please contact:
Rebel Capital 2.0 Corp.
Charles MaLette
Email: bud@coreprocesssolution.com
Telephone: (604) 428-5171 |
