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ZEB Nickel Corp. — Capital/Financing Update 2021
Jul 27, 2021
47852_rns_2021-07-27_0d878db8-16f5-4be9-a042-4778d8ee2aa3.pdf
Capital/Financing Update
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BLUE RHINO CAPITAL CORP.
Suite 507, 837 West Hastings Street Vancouver, British Columbia, V6C 3N6
NEWS RELEASE
NOT FOR DISTRIBUTION IN THE U.S. OR TO U.S. NEWSWIRE SERVICES.
BLUE RHINO RECEIVES CONDITIONAL APPROVAL FOR AND PROVIDES UPDATE ON QUALIFYING TRANSACTION WITH ZEBEDIELA NICKEL COMPANY (PTY) LTD. AND UPSIZE OF SUBSCRIPTION RECEIPT FINANCING
July 27, 2021 – Blue Rhino Capital Corp (TSX-V: RHNO.P) (the "Company") is pleased to announce that it has received conditional acceptance from the TSX Venture Exchange (the "TSX-V") for its proposed qualifying transaction with Zebediela Nickel Company (Pty) Ltd. ("ZEB") (the "Transaction"). Pursuant to the Transaction, the Company will consolidate its share capital on a 2.3-for-1 basis (the "Consolidation"), following which it will issue 41,000,000 post-Consolidation common shares (the "Common Shares") to URU Metals Limited ("URU"), sole shareholder of ZEB, in consideration for all of the outstanding share capital of ZEB. The Company will also assume all ongoing liabilities and obligations of ZEB, which will include a 2.5% royalty on all revenue generated from the Zebediela Nickel Project (the "Project"), a mining right application located in the Limpopo Province in the Republic of South Africa, near the platinum mining town of Mokopane (the "Royalty"). One percent of the Royalty can be purchased for a one-time cash payment of US$2,000,000.
Following completion of the Transaction, it is anticipated that the Company will change its name to "ZEB Nickel Corp." and it is the intention of the parties that the Company (the Company after the Transaction being referred to herein as the "Resulting Issuer") will continue to carry on the business of ZEB.
The completion of the Transaction is subject to a number of conditions, including, but not limited to, receipt of all required regulatory approvals, including final TSX-V acceptance and satisfaction of other customary closing conditions. Assuming all conditions are satisfied, closing of the Transaction is expected to occur on or about July 30, 2021. The trading symbol of the Resulting Issuer will be "ZBNI". Upon completion of the Transaction, the Resulting Issuer is expected to meet all of the minimum listing requirements of the TSX-V for a Tier 2 Mining issuer.
In connection with closing of the Transaction, and due to a high level of interest, it has decided to increase the size of its previously announced non-brokered private placement (the "Concurrent Financing"). The Concurrent Financing will now be for up to 11,200,000 subscription receipts (each, a "Receipt") at a price of $0.25 per Receipt for aggregate gross proceeds of $2,800,000. All other terms will remain as previously announced by the Company in its news release dated March 2, 2021.
As mentioned in the Company's news release dated January 13, 2021, the management team of the Resulting Issuer is expected to be Wayne Isaacs as Chief Executive Officer and Corporate Secretary and David Cross as Chief Financial Officer. It is anticipated that the board of directors will consist of the previously announced Wayne Isaacs, Thomas Panoulias, Anton Drescher, Gregory McKenzie, Jacinto Viera with the addition of Mr. Richard Montjoie to the board. The following sets out the background of Mr. Montjoie:
Richard Montjoie – Director
Mr. Montjoie holds an M.Sc. in Economic Geology from the University of Witwatersrand. Mr. Montjoie worked on Anglo Platinum's Mogalakwena Mine prior to joining Umbono in 2005. He has been involved in several exploration programs in South Africa and Northern Canada, including various Ni-PGE, diamond, coal, coal-bed methane, zinc and gold exploration projects. Mr. Montjoie provides sound geoscience input in development planning to ensure effective data acquisition and management from exploration through to feasibility. Mr. Montjoie successfully acted as Project Manager for the 50 Moz Lesego Platinum project, advancing the project from an inferred resource to a completed bankable feasibility study with proven and probable reserves, on time and under budget, managing all aspects of the programme, from exploration programme design to various licencing applications.
The Transaction constitutes a "Qualifying Transaction" for the Company under TSX-V Policy 2.4 – Capital Pool Companies. A filing statement (the "Filing Statement") in respect of the Transaction has been prepared in accordance with the requirements of the TSX-V and will be filed under Blue Rhino's issuer profile on SEDAR at www.sedar.com. Trading of the Common Shares will remain halted until completion of the Transaction.
Further details regarding the Transaction are set out in the Company's news releases dated January 13, 2021 and March 2, 2021.
ABOUT THE COMPANY
The Company is a capital pool company ("CPC") within the meaning of the policies of the TSX-V that has not commenced commercial operations and has no assets other than cash. The current directors and officers of the Company consists of Anton Drescher (Director, President, Chief Executive Officer and Corporate Secretary), Raphael Danon (Director), David Brett (Director) and David Cross (Chief Financial Officer).
ABOUT ZEB
ZEB is a privately held company which controls the rights to the Project located in the Limpopo Province in the Republic of South Africa, near the platinum mining town of Mokopane. Following completion of the Transaction, it is anticipated that exploration and development of the Project will be the primary focus of the Resulting Issuer.
For further information, contact Anton Drescher at [email protected].
For further information from ZEB, contact John Zorbas at [email protected].
On behalf of the Board,
Blue Rhino Capital Corp.
Anton Drescher, Director, President and Chief Executive Officer
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance. The Transaction cannot close until the required approvals are obtained, and the outstanding conditions satisfied. 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 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 the Company should be considered highly speculative.
The TSX-V 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 TSX-V nor its Regulation Services Provider (as that term is defined in policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
This news release may contain certain "Forward-Looking Statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws regarding the Company and ZEB and their respective businesses, which may include, but are not limited to, statements with respect to the filing of the Filing Statement, the completion of the Transaction, the terms on which the Transaction is intended to be completed, future acquisitions by ZEB, prospective benefits of ZEB's platform, the ability to obtain regulatory and shareholder approvals and other factors. When or if used in this news release, the words "anticipate", "believe", "estimate", "expect", "target, "plan", "forecast", "may", "schedule" and similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to proposed financing activity, proposed acquisitions, proposed success of ZEB's platform, regulatory or government requirements or approvals, the reliability of third-party information and other factors or information. Such statements represent the Company's and ZEB's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company and ZEB do not intend, and do not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.
This press release is not an offer of securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an exemption from registration under U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The Company and ZEB have not registered and will not register the securities under the U.S. Securities Act. The Company and ZEB do not intend to engage in a public offering of their securities in the United States.