VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 11, 2017) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES
Royalty North Partners Ltd. (TSX VENTURE:RNP)(OTC PINK:RYTTF) ("RNP" or the "Company") is pleased to announce that further to its press release dated August 24, 2017, the Company has closed its transaction with Advance Wire Products Ltd. as well as the non-brokered private placement financing (the "Offering") of unsecured convertible debentures (the "Debentures") in the aggregate amount of C$6,000,000. The Debentures are convertible into common shares in the capital of the Company (the "Shares") at a price of C$0.20 per Share at any time prior to the close of business on the earlier of the business day immediately preceding maturity and the business day immediately preceding the date fixed for redemption of the Debentures.
The Debentures and any Shares issued upon the conversion thereof are subject to a hold period and may not be traded until January 9, 2018, except as permitted by applicable securities legislation and the policies of the TSX Venture Exchange (the "TSXV").
The Company will pay a commission to certain arm's length finders in connection with the Offering. Each of Canaccord Genuity Corp. and DGW Capital Corp. will receive a 3% cash commission for Debentures placed by them.
The Company has used the proceeds of the Offering to fund a royalty transaction, as more particularly described below.
Transaction with Advance Wire Products
The Company has closed its loan transaction with a newly formed entity based in British Columbia ("AcquireCo") which will acquire (the "Acquisition") the outstanding shares of Advance Wire Products Ltd. ("Target" or the "Purchased Business"). Immediately upon completion of the Acquisition, AcquireCo and the Target will amalgamate, with the amalgamated entity ("AWP") continuing to operate the Purchased Business.
Under the terms of the Agreement, RNP has loaned C$6,800,000 (the "Loan") to AcquireCo. The Loan will be repaid by way of monthly loan payments equal to a minimum annual loan payment (the "Fixed Payment") plus a percentage of the gross sales (the "Variable Payment") of AWP. The Fixed Payment is C$408,000 and the initial Variable Payment will be 4.35% of gross sales. The Loan proceeds, along with the equity proceeds contributed by AcquireCo management and RNP (the "Equity Contribution"), will be used by AcquireCo for the purchase of the Target. RNP's Equity Contribution over and above the Loan amount will be C$200,000. RNP funded the Loan and Equity Contribution through the proceeds of the Offering as well as a further draw-down of the Company's senior credit facility.
Quotation on OTC Pink
The Company is also pleased to announce that the Shares are now quoted for trading on the OTC Pink Market in the United States under the ticker symbol "RYTTF".
On behalf of the Company,
Justin Currie, Chief Executive Officer and Director
About Royalty North Partners Ltd.
Royalty North Partners is a Vancouver, BC based, TSXV-listed (RNP) company focused on creating a diversified portfolio of cash flowing royalties by providing financing to private businesses operating in the "mid-market". RNP is led by a seasoned board and management team with a successful track record of experience in royalty financing, capital market transactions and private company operations. RNP is targeting royalty investments in companies with stable cash flows in non-resource based sectors looking for growth/acquisition capital, recapitalization or succession liquidity.
About Advance Wire Products Ltd.
The Target, headquartered in Surrey, B.C., has been specializing in the design, prototyping and manufacturing of display fixtures and merchandising solutions since 1953. These highly specialized solutions are customized to meet clients' design and functionality requirements and can include various materials such as wood, wire, metal, and plastic. RNP has worked with the Target's existing management team to focus on maintaining the Target's existing customer base as well as growing the business by increasing sales to new and existing customers across North America.
This press release does not constitute an offer to purchase securities. The securities offered in the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to, or for the benefit or account of, a U.S. person, except pursuant to an available exemption from such registration requirements.
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 Note Regarding Forward-Looking Statements
Except for the statements of historical fact contained herein, the information presented constitutes "forward looking statements" within the meaning of certain securities laws, and is subject to important risks, uncertainties and assumptions. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward-looking information. Forward-looking statements contained in this press release include statements regarding the acquisition by AcquireCo of the Purchased Business, the amalgamation of AcquireCo and the Target, the repayment of the Loan and the use of proceeds of the Loan. The forward-looking information in this news release describes the Company's expectations as of the date of this news 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. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements, including the risks, uncertainties and other factors identified in the Company's periodic filings with Canadian securities regulators. While the Company may elect to, it does not undertake to update this information at any particular time except as required by law. RNP does not provide any representation as to its comparability with other companies in similar industries including, but not limited to, Alaris Royalty Corp., Diversified Royalty Corp., Founders Advantage Capital Corp., Sandstorm Gold Ltd., and Franco-Nevada Corporation.
Contact Information:
Chris Buss
Chief Investment Officer and Director
(604) 628-1101
www.royaltynorth.com