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CALGARY, March 16, 2017 /CNW/ - 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.
SOURCE Roll-Up Capital Corp.