All amounts in Canadian dollars unless otherwise stated
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION TO THE UNITED STATES
VANCOUVER, BC / ACCESSWIRE / July 4, 2024 / RE Royalties Ltd. (TSXV:RE)(OTCQX:RROYF) ("RE Royalties" or the "Company"), a global leader in renewable energy royalty-based financing, is pleased to announce a marketed "best efforts" private placement of Series 4 secured green bonds (the "Green Bonds"), for gross proceeds of up to $10,000,000 (the "Offering"). The Green Bonds will be offered in the principal amounts of $1,000 or US$1,000 (the "Offering Price). For the purposes of calculating the Offering's aggregate gross proceeds, issuances of the United States dollar denominated Green Bonds will be converted (using the Bank of Canada rate on the closing date of the Offering) into Canadian dollars and the aggregate gross proceeds arrived at thereby. Integral Wealth Securities Limited will act as the sole bookrunner and co-lead agent alongside Canaccord Genuity Corp. as co-lead agent (together, the "Lead Agents") and the Lead Agents, at their discretion, will be entitled to invite other investment dealers to form a syndicate of agents (collectively with the Lead Agents, the "Agents").
The Green Bonds will have a term of five years and bear interest at a rate of 9% per annum, payable quarterly in arrears, and will be senior obligations of the Company secured against the Company's portfolio of royalty and loan investments.
The Offering is RE Royalties' fourth offering of green bonds and the Green Bonds issued pursuant to the Offering will be designated as Series 4 green bonds and will be issued under a supplemental trust indenture to the Company's existing green bond trust indenture dated August 10, 2020 with Western Pacific Trust Company, as trustee (the "Indenture"). Copies of the Indenture and supplements thereto are available on the Company's SEDAR+ profile at www.sedarplus.ca.
In connection with the Offering, the Company intends to enter into an agency agreement with the Agents (the "Agency Agreement"). The Agency Agreement will provide, among other things, that the Company grants the Agents an option, exercisable in whole or in part at any time until the date that is 30 days after the closing of the Offering, to market for sale up to an additional 1,500 Green Bonds on the same terms as the Green Bonds sold under the Offering (the "Over-Allotment Option").
Net proceeds from the Offering are anticipated to be utilized to finance or re-finance renewable and sustainable energy projects that are anticipated to reduce or offset green house gas emissions and assist in mitigating the impact of climate change. The Company has prepared a 2024 Green Bond Framework that is aligned with the International Capital Market Association Green Bond Principles (2021), which framework is available on the Company's website at https://www.reroyalties.com/greenbonds.
In connection with the closing of the Offering, the Company has agreed to pay the Agents a cash fee equal to 7% of the gross proceeds of the Offering and that number of non-transferable agent warrants (each, an "Agent's Warrant") equivalent to 3.5% of the gross proceeds of the Offering, divided by the Exercise Price (defined below). Each Agent's Warrant will be exercisable to acquire one common share of the Company at an exercise price (the "Exercise Price") equal to $0.50 for a period of 36 months following the date of issuance. All securities issued under Offering will be subject to a statutory hold period expiring four months from the date of issuance in accordance with applicable Canadian securities laws.
The Offering shall be conducted in (a) each of the Provinces of Canada, other than Quebec, in accordance with National Instrument 45-106 - Prospectus Exemptions; (b) in the United States and to, and for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the United States Securities Act of 1933, as amended (the "US Securities Act")) to Qualified Institutional Buyers (as defined in Rule 144A under the US Securities Act ("Rule 144A")) pursuant to Rule 144A and on a substituted-purchaser basis to "accredited investors" (as defined in Rule 501(a) of Regulation D under the US Securities Act ("Regulation D")) pursuant to Regulation D and/or Section 4(a)(2) of the US Securities Act and similar exemptions under any applicable securities laws of any state of the United States; and (c) in jurisdictions outside of Canada and the United States, as agreed to between the Company and the Lead Agents, in each case in accordance with all applicable laws provided that no prospectus, registration statement or similar document is required to be filed in such jurisdictions and the Company does not thereafter become subject to any continuous disclosure requirements in such jurisdictions.
The closing of the Offering is expected to occur on or around August 29th, 2024 or such other date or dates as the Company and the Lead Agents may agree.
This news release shall not constitute an offer to sell or the solicitation of any offers to buy the securities in any jurisdiction, nor shall there be any offer or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States, or to or for the account or benefit of any U.S. persons or any persons in the United States.
On Behalf of the Board of Directors,
Bernard Tan
CEO
About RE Royalties Ltd.
RE Royalties Ltd. acquires revenue-based royalties from renewable energy facilities and technologies by providing a non-dilutive financing solution to privately held and publicly traded companies in the renewable energy sector. RE Royalties is the first to apply this proven business model to the renewable energy sector. The Company currently owns over 100 royalties on solar, wind, hydro, battery storage, energy efficiency and renewable natural gas projects in Canada, United States, Mexico, and Chile. The Company's business objectives are to provide shareholders with a strong growing yield, robust capital protection, high rate of growth through re-investment and a sustainable investment focus.
For further information, please contact:
Talia Beckett, Vice President of Communications and Sustainability
T: (778) 374‐2000
E: [email protected]
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange), nor any other regulatory body or securities exchange platform, accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
This news release includes certain statements that may be deemed "forward-looking information" or "forward- looking statements" within the meaning of Canadian and United States securities law. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions of future events or performance (often, but not always, using words or phrases including, but not limited to, "expects", "does not expect", "is expected", "anticipates", "does not anticipate", "plans", "estimates", "believes", "does not believe" or "intends", or stating that certain actions, events or results may, could, would, might or will be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking information". This information represents predictions, and actual events or results may differ materially.
Forward-looking information in this news release may relate to the Offering, including, but not limited to, statements with respect to the anticipated terms of the Offering, including, but not limited to, with respect to the anticipated terms of the Green Bonds and the Agent's Warrants, the anticipated entry into the supplement to the Indenture and the Agency Agreement and the anticipated terms thereof, including, but not limited to, with respect to the Over-Allotment Option and the Agent's Warrants, the anticipated use of net proceeds from the Offering, the anticipated offering jurisdictions of the Green Bonds and the anticipated closing date of the Offering. Forward-looking information contained in this discussion is based on certain assumptions regarding the Offering, including, but not limited to, the assumption that the Offering will be completed on the terms described in this news release, or at all.
While management considers these assumptions to be reasonable, based on information available, they may prove to be incorrect. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving the renewable energy industry; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the renewable energy industry generally; income tax and regulatory matters; the ability of the Company to implement its business strategies including expansion plans; competition; currency and interest rate fluctuations; and the other risks discussed under the heading "Risk Factors" in the Company's annual information form dated May 2, 2024. The foregoing factors are not intended to be exhaustive.
Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date hereof and the Company and its directors, officers and employees disclaim any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, you should not place undue reliance on forward-looking statements due to the inherent uncertainty therein. All forward-looking information is expressly qualified in its entirety by this cautionary statement. Any forward-looking statements contained in this discussion are made as of the date hereof and the Company does not undertake to update or revise them, except as may be required by applicable securities laws.
SOURCE: RE Royalties Ltd.