Electric Royalties Ltd. — Capital/Financing Update 2020

Jun 15, 2020

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

REBEL CAPITAL INC. PROVIDES UPDATE ON FINANCING IN CONNECTION WITH QUALIFYING TRANSACTION

Vancouver, British Columbia – June 15, 2020 – Rebel Capital Inc. (" Rebel " or the " Company ") (TSXV: RBL.P) announces June 16, 2020 as the target closing date for the first tranche of its private placement of a minimum of 14,000,000 subscription receipts (“ Subscription Receipts ”) at a price of $0.25 per Subscription Receipt for aggregate gross proceeds to the Company of a minimum of $3,500,000 (the " Financing "). The Company expects to exceed the minimum Financing requirements and issue a total of approximately 20,000,000 Subscription Receipts in multiple tranches for aggregate gross proceeds of $5,000,000. The Financing was previously announced in the Company’s news release dated January 30, 2020 and is a condition precedent to closing the Transaction (as defined below).

Summary of the Transaction

On January 28, 2020, the Company entered into a definitive business combination agreement with Electric Royalties Ltd. (" Electric Royalties ") and 1238383 B.C. Ltd. (" Rebel Subco "), pursuant to which Rebel Subco will amalgamate with Electric Royalties, shareholders of Electric Royalties will exchange their shares of Electric Royalties for shares of Rebel on a one-for-one post-Consolidation basis (as defined below) and Electric Royalties will become a wholly-owned subsidiary of Rebel (the " Transaction "). In connection with the Transaction, the Company intends to consolidate its common shares on a 2:1 basis (the “ Consolidation ”) and, as previously announced, received the requisite shareholder approval by written consent resolution from its shareholders in favour of the Consolidation.

Upon closing of the Transaction, it is expected that shareholders of Electric Royalties will be issued 20,000,100 post-Consolidation common shares of the Company at a deemed price of $0.25 per share.

Additional information concerning the Transaction, Electric Royalties, Rebel and the resulting issuer is provided in its news releases dated November 27, 2019, January 30, 2020 and April 22, 2020, and will be provided in a filing statement to be filed in connection with the Transaction, which will be available under Rebel's SEDAR profile at www.sedar.com.

In accordance with the policies of the TSX Venture Exchange (the " TSXV "), the Rebel common shares are currently halted from trading and will remain so until such time as the TSXV determines, which, depending on the policies of the TSXV, may not occur until completion of the Transaction.

About Electric Royalties

Electric Royalties' focus is to acquire a portfolio of royalties over mining projects that will feed the increasing metal demand from the global electrification of cars and shift to rechargeable batteries and renewable energy. Production capacity of electric vehicles and batteries is slated to significantly increase over the next decade driving demand growth across several key commodities including copper, nickel, graphite, lithium, manganese, vanadium, tin and cobalt. Electric Royalties intends to focus on these "electric" metals with each of the targeted metals forecast to have significant supply deficits by 2025 with most targeted metals expected to have significant supply deficits by 2022.

Electric Royalties currently has a portfolio of 12 royalties under various binding letters of intent pursuant to which Electric Royalties must satisfy certain conditions precedent in order to close the various acquisitions of the royalties, including completion of a $3,500,000 financing and a going public transaction.

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Electric Royalties will focus predominantly on acquiring royalties on advanced stage projects as well as operating projects to build a diversified portfolio located in jurisdictions with low geopolitical risk.

Selected Financial Information of Electric Royalties

The following selected financial information is taken from the draft financial statements of Electric Royalties as at and for the year ended December 31, 2019 and the interim period ended March 31, 2020:

Selected Financial Information	As of and for the three months ended 31-Mar-20 ($) (Unaudited)	As of and for the year ended 31-Dec-19 ($) (Unaudited)
Revenue	Nil	Nil
Comprehensive loss	286,459	50,874
Total assets	595,471	102,308
Total liabilities	332,803	53,181
Shareholder's equity	262,668	49,127

About Rebel

Rebel is incorporated under the provisions of the Business Corporations Act (British Columbia) with its registered and head office in Vancouver, British Columbia. Rebel is a “reporting issuer” in the provinces of Ontario, British Columbia and Alberta. The Rebel shares are currently suspended from trading on the TSXV pending completion of a Qualifying Transaction.

For further information please contact:

Rebel Capital Inc. Craig Lindsay, Director Email: craig@agcap.ca Tel: 604-218-0550

Electric Royalties Ltd. Brendan Yurik Email: Brendan.yurik@electricroyalties.com Tel: +1 (604) 364-3540

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV, majority of the minority 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. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

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Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statements Regarding Forward-Looking Information

This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the terms and conditions of the Transaction. Although Rebel believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct.

Forward looking information is typically identified by words such as: “believe”, “expect”, “anticipate”, “intend”, “estimate”, “postulate” and similar expressions, or are those, which, by their nature, refer to future events. Rebel cautions investors that any forward-looking information provided by Rebel is not a guarantee of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: Rebel's ability to complete the Transaction; the expected timing and terms of the Transaction and the related private placements; the state of the financial markets for Rebel's securities; the state of the natural resources sector in the event the Transaction is completed; recent market volatility; the COVID-19 pandemic; Rebel's ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks and factors that Rebel is unaware of at this time. The reader is referred to Rebel's initial public offering prospectus for a more complete discussion of applicable risk factors and their potential effects, copies of which may be accessed through Rebel’s issuer page on SEDAR at www.sedar.com.

The forward-looking statements contained in this press release are made as of the date of this press release. Rebel disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.