VANCOUVER, British Columbia, Sept. 30, 2019 (GLOBE NEWSWIRE) — Rebel Capital Inc. (“Rebel” or the “Corporation”) (TSXV: RBL.P), a capital pool company listed on the TSX Venture Exchange (the “TSXV”), today announced that DLC Pittsburgh Data Center 1 LLC, a wholly-owned subsidiary of Rebel, had entered into an second amendment agreement (“Second Amendment”) to the definitive purchase and sale agreement dated July 11, 2019 for the proposed acquisition of a property (the “Property”) located in Pittsburgh, Pennsylvania containing a 91,790 square foot data center with a three-storey connected 43,800 square foot office property on an approximately 7.65 acre site (the “Proposed Transaction”).
As previously noted in the Corporation’s press releases dated July 11, 2019 and August 26, 2019, the Proposed Transaction is intended to constitute Rebel’s “Qualifying Transaction” in accordance with TSXV Policy 2.4 – Capital Pool Companies.
The Second Amendment extends the deadline for satisfaction of the conditions precedent following the property due diligence period from September 30, 2019 to October 30, 2019.
The closing date for the Proposed Transaction remains unchanged and will be no earlier than January 2, 2020 and no later than January 10, 2020.
It is intended that, in connection with the closing of the Proposed Transaction, Springhurst Capital Holdings Inc. (“SCHI”) will amalgamate with a wholly-owned subsidiary of Rebel (“Rebel Subco”) (the “Amalgamation”). The Amalgamation will be structured as a three-cornered amalgamation. Pursuant to the Amalgamation, the common shares of SCHI will be exchanged for common shares in the capital of Rebel based on an exchange ratio to be agreed upon by Rebel and SCHI and in accordance with the terms of the amalgamation agreement to be entered into by SCHI, Rebel and Rebel Subco.
The extension provided for in the Second Amendment will allow SCHI to continue advancing its previously announced $35 million “best efforts” brokered private placement of subscription receipts (the “Concurrent Financing”), which is being co-led by Canaccord Genuity Corp. and Echelon Wealth Partners Inc. The net proceeds of the Concurrent Financing will be used primarily to fund the purchase price for the Property, as well as to pay the expenses of the Concurrent Financing and for general working capital purposes.
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Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as 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 completion of the Proposed Transaction; Rebel’s ability to obtain required financing and the completion and use of proceeds of the Concurrent Financing; the Amalgamation; shareholder, director and regulatory approvals; future acquisitions of additional data center properties; and the ability to execute on management’s strategy, including the ability to complete subsequent property acquisitions. 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 (including negative and grammatical variations), 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 Proposed Transaction; the expected timing of the Proposed Transaction and the related private placement; the state of the financial markets for Rebel’s securities; the state of the real estate sector in the event the Proposed Transaction is completed; recent market volatility; 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.
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. Rebel Shares are listed for trading on the TSXV under the symbol “RBL.P”.
SOURCE: Rebel Capital Inc.