CALGARY, March 16, 2017 -
Roll-Up Capital Corp. (TSX.V: ROL.P - the "Company" or "Roll-Up"), a capital pool company, is pleased to announce that it has received conditional acceptance from the TSX Venture Exchange (the "Exchange") for the Qualifying Transaction (as defined in Exchange policies) involving Renntiger Resources Limited ("Renntiger"). Roll-Up and Renntiger anticipate that the closing date of the Qualifying Transaction will be March 22, 2017.
Qualifying Transaction
As previously announced on December 9, 2016, January 5, 2017 and February 9, 2017, the Qualifying Transaction will be completed by way of a court-approved plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) whereby, among other things, Roll-Up will acquire all of the issued and outstanding common shares of Renntiger in exchange for common shares of Roll-Up. Immediately after the closing of the Arrangement, the name of Roll-Up will be changed to VR Resources Ltd. (the "Resulting Issuer"). Upon completion of the Qualifying Transaction there will be 35,405,225 shares of the Resulting Issuer issued and outstanding.
On February 9, 2017, Renntiger closed a private placement financing for aggregate gross proceeds of approximately $4,400,000, with GMP Securities L.P. and PI Financial Corp. acting as agents. Funds realized from the financing will be released to the Resulting Issuer concurrently with the completion of the Arrangement.
Filing Statement
Roll-Up has filed on SEDAR its filing statement dated March 16, 2017 relating to the Qualifying Transaction (the "Filing Statement"). Investors are encouraged to review the Filing Statement on Roll-Up's SEDAR profile at www.sedar.com, which provides detailed information about, among other things, the Qualifying Transaction, Renntiger and the Resulting Issuer.
The Company will issue a further press release once the Exchange issues its bulletin announcing the closing of the Qualifying Transaction and the date that trading in the shares of the Resulting Issuer, to be renamed VR Resources Ltd., will commence on the Exchange. The Resulting Issuer's trading symbol will be "VRR".
About Roll-Up Capital Corp.
Roll-Up is a capital pool company that completed its initial public offering and obtained a listing on the Exchange 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 Limited
All information in this press release 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 Darin 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 raised approximately $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 County. Working capital is currently around $350,000, 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
Completion of the Qualifying Transaction is subject to a number of conditions including, without limitation, the final approval of the Exchange and the completion of various corporate actions (a consolidation and continuation) by Roll-Up. Where applicable, the Qualifying Transaction cannot close until the required approvals have been obtained. There can be no assurance that the Qualifying 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 regarding the Qualifying 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 Qualifying Transaction may not be accurate or complete and should not be relied upon. The trading in the securities of Roll-Up on the Exchange was voluntarily halted on December 9, 2016, and if reinstated prior to completion of the Qualifying Transaction, should be considered highly speculative.
ON BEHALF OF THE BOARD OF DIRECTORS:
Michael G. ("Mick") Thomson
President, Chief Executive Officer, Chief Financial Officer and Director
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 press release include information relating to the Qualifying Transaction. Such statements and information reflect the current view of Roll-Up. Risks and uncertainties 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 Roll-Up and Renntiger will obtain all requisite approvals from the Exchange for the Qualifying Transaction;
- following completion of the Qualifying 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 experienced 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.
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 results 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 PRESS 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 responsibility for the adequacy or accuracy of this press release.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
For further information:
Roll-Up Capital Corp.
Mick Thomson
Email: cpc.thomson@icloud.com
Phone: (604) 312-4777 or (403) 303-2770
