Electric Royalties Ltd. — M&A Activity 2020

Apr 22, 2020

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

REBEL CAPITAL INC. PROVIDES UPDATE ON QUALIFYING TRANSACTION WITH ELECTRIC ROYALTIES LTD.

Vancouver, British Columbia – April 22, 2020 – Rebel Capital Inc. (" Rebel " or the " Company ") (TSXV: RBL.P), announces that it has extended the time for completion of, and reduced the minimum financing requirements with respect to, the qualifying transaction described in its news release dated January 30, 2020 with Electric Royalties Ltd. (" Electric Royalties ").

On January 28, 2020, the Company entered into a definitive business combination agreement (the " Definitive Agreement ") with Electric Royalties and 1238383 B.C. Ltd. (" Rebel Subco "), pursuant to which Rebel Subco will amalgamate with Electric Royalties (the “ Amalgamation ”), shareholders of Electric Royalties will exchange their shares of Electric Royalties for shares of Rebel on a one-for-one postConsolidation basis (as defined below) and Electric Royalties will become a wholly-owned subsidiary of Rebel (the " Transaction ").

In light of current market conditions and the COVID-19 pandemic, the parties have entered into an amendment to the Definitive Agreement to: (a) extend the deadline to complete the Transaction from April 30, 2020 to June 25, 2020; and (b) reduce the condition that Rebel and/or Electric Royalties complete one or more private placements for aggregate gross proceeds of at least $5 million to at least $3.5 million.

Electric Royalties has received shareholder approval of the adoption of the amalgamation agreement between Rebel, Rebel Subco and Electric Royalties in connection with the Amalgamation, with 100% of the votes cast by shareholders present in person or by proxy at the meeting of shareholders of Electric Royalties voting in favour. In connection with the Transaction, Rebel intends to consolidate its common shares on a 2:1 basis (the " Consolidation "). Rebel has received the requisite approval by written consent resolution from its shareholders in favour of the Consolidation. In addition, on closing of the Transaction, Rebel will change its name to "Electric Royalties Ltd." or such other similar name as Electric Royalties may direct and which is acceptable to the TSX Venture Exchange (the " Exchange ") and other applicable regulatory authorities.

As previously disclosed, Rebel is a "capital pool company" and it is intended that the Transaction, when completed, will constitute the "qualifying transaction" of Rebel for the purposes of Policy 2.4 – Capital Pool Companies of the Exchange.

Additional information concerning the Transaction, Electric Royalties, Rebel and the resulting issuer is provided in its news releases dated November 27, 2019 and January 30, 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 Exchange, the Rebel common shares are currently halted from trading and will remain so until such time as the Exchange determines, which, depending on the policies of the Exchange, may not occur until completion of the Transaction.

General

Rebel will issue additional news releases relating to the Transaction, including information relating to the shareholders of Electric Royalties, summary financial information of Electric Royalties, and details of insiders of Rebel, as and when new information relating to the Transaction becomes available.

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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.

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.

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. contact: 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.

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.

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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.