March 1, 2023, Vancouver, BC - RE Royalties Ltd. (TSX.V: RE) (OTCQX:RROYF) ("RE Royalties" or the "Company"), a global leader in renewable energy royalty-based financing, is pleased to announce the successful final closing (the "Final Closing") of its marketed public offering (the "Public Offering") of Series 3 senior secured green bonds of the Company (the "Green Bonds"), as previously announced on December 9, 2022, and the second closing (the “Second Closing”) of its non-brokered private placement offering (the “Private Placement”) of Green Bonds, as previously announced on January 27, 2023.
Pursuant to the Final Closing of the Public Offering, the Company issued 1,959 Canadian dollar denominated Green Bonds, with a principal amount of C$1,000 per Green Bond for aggregate gross proceeds of C$1,959,000. Together with the initial closing of the Public Offering, which was announced on January 30, 2023, the Company has issued an aggregate of 7,074 Canadian dollar denominated Green Bonds for aggregate gross proceeds of $7,074,000 and 17 United States dollar denominated Green Bonds, with a principal amount of USD$1,000 per Green Bond for aggregate gross proceeds of US$17,000.
Pursuant to the Second Closing of the Private Placement, the Company issued 2,453 Canadian dollar denominated Green Bonds, with a principal amount of C$1,000 per Green Bond for aggregate gross proceeds of C$2,453,000, and 970 United States dollar denominated Green Bonds, with a principal amount of USD$1,000 per Green Bond for aggregate gross proceeds of US$970,000. Together with the initial closing of the Private Placement, as announced on February 6, 2023, the Company has issued an aggregate of 9,052 Canadian dollar denominated Green Bonds for aggregate gross proceeds of $9,052,000 and 1,225 United States dollar denominated Green Bonds for aggregate gross proceeds of US$1,225,000.
The Company expects the final closing of the Private Placement to occur on or before March 31, 2023.
The Green Bonds will have a maturity date of January 30, 2028 and bear interest at a rate of 9% per annum, payable quarterly, and will be senior obligations of the Company secured against the Company's portfolio of royalty and loan investments.
When taken in total aggregate, including each closing of both the Public Offering and Private Placement, the Company has issued a total of 16,126 Canadian dollar denominated Green Bonds for aggregate gross proceeds of $16,126,000 and 1,242 United States dollar denominated Green Bonds for aggregate gross proceeds of US$1,242,000.
The Green Bonds are issued under a supplemental trust indenture dated January 30, 2023 (the "Supplemental Indenture") to the Company's existing green bond trust indenture (the "Indenture") dated August 10, 2020 with Western Pacific Trust Company, as trustee. A copy of the Indenture and the Supplemental Indenture are available on the Company's SEDAR profile at www.sedar.com.
Net proceeds from the sale of Green Bonds will be utilized to acquire revenue-based royalties and/or provide loans to privately held and publicly traded renewable energy companies. The Company has prepared a Green Bond Framework that is aligned with the International Capital Market Association Green Bond Principles (2018), which framework is available on the Company's website, here.
The Green Bonds sold under the Public Offering were offered in all of the provinces of Canada, except Québec, by way of a prospectus supplement dated December 13, 2022 (the "Prospectus Supplement") to the Company's short form base shelf prospectus dated June 21, 2021 (the "Base Shelf Prospectus"). The Base Shelf Prospectus and the documents incorporated by reference therein, including the Prospectus Supplement and any marketing materials, are available on the Company's SEDAR profile available at www.sedar.com.
Canaccord Genuity Corp. acted as the sole bookrunner and co-lead agent alongside Integral Wealth Securities Limited as co-lead agent (together, the "Agents") for the Public Offering. In connection with the Final Closing, the Company paid the Agents a cash fee of $137,130 and issued to the Agents an aggregate of 91,420 warrants (the "Broker Warrants"). Each Broker Warrant will entitle the holder thereof to acquire one common share of the Company at an exercise price equal to $0.75 for a period of 36 months from the date of the Final Closing.
In connection with the Second Closing of the Private Placement, the Company has paid a corporate advisory fee to certain parties consisting of $171,710 and US$67,900 in cash and has also issued 159,740 warrants to such parties. Each warrant will entitle the holder thereof to acquire one common share of the Company at an exercise price equal to $0.75 for a period of 36 months from the date of issuance.
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 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 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 over renewable energy facilities and technologies by providing non-dilutive financing solutions 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 North America, Mexico, and Europe. 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:
Investor and Media Contact:
RE Royalties Ltd.
Talia Beckett, VP of Communications and Sustainability
T: (778) 374‐2000
E: taliabeckett@reroyalties.com
www.reroyalties.com
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 release.
Forward Looking Statements
This news release includes forward-looking information and forward-looking statements (collectively, "forward-looking information") with respect to the Company and within the meaning of Canadian securities laws. Forward looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. This information represents predictions and actual events or results may differ materially. Forward-looking information may relate to the Company's future outlook and anticipated events or results and may include statements regarding the Company's financial results, the final closing of the Private Placement, use of proceeds from the Public Offering and the Private Placement, future financial position, expected growth of cash flows, business strategy, budgets, projected costs, projected capital expenditures, taxes, plans, objectives, industry trends and growth opportunities including financing. The reader is referred to the Company's most recent filings on SEDAR for a more complete discussion of all applicable risk factors and their potential effects, copies of which may be accessed through the Company's profile page at www.sedar.com.
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