NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES
Vancouver, British Columbia, March 21, 2017, Royalty North Partners Ltd. (TSXV:RNP) (“RNP” or the “Company”) is pleased to announce that it has entered into a new loan agreement (the “Agreement”) with SST Construction, LLC (“SunSystem” and, together with its affiliates, the “SunSystem Group”), a leading provider of operations and maintenance (O&M), engineering, procurement and construction (EPC) and asset management services in the solar industry.
Under the terms of the Agreement, RNP will loan a total of US$5,000,000 (the “Loan”) in two tranches to SunSystem. The previously announced US$600,000 funding by RNP to SunSystem under the unsecured promissory note (the “Promissory Note”) issued on March 13, 2017 (the “Promissory Note Issue Date”) shall be deemed to be the initial advance (the “Initial Advance”) under the Agreement and any outstanding interest accrued under the Promissory Note from the Promissory Note Issue Date to the date of signing of the Agreement is waived by RNP.
The second tranche (the “Second Advance”) of US$4,400,000 will be advanced within 60 days of the date of signing of the Agreement subject to, among other things, the successful completion of RNP’s due diligence review and the receipt of all authorizations, including receipt of TSX Venture Exchange approval, required in connection with the transaction. At the time of the Second Advance the Promissory Note will be cancelled and the total amount of the Loan will be evidenced by the Agreement.
The Loan will be repaid by way of monthly loan payments calculated on the gross sales of SunSystem. The initial loan payment rate will be 2.25% of gross sales until the Loan has been repaid at which point reduced royalty rates will be payable thereafter. SunSystem has guaranteed minimum loan payments of US$700,000 per year for the first three years. The proceeds of the Loan will be used for working capital, capital expenditure and to replace existing debt.
On behalf of the Company,
Chief Executive Officer and Director
ROYALTY NORTH ANNOUNCES NEW INVESTMENT IN BLUE 360 MEDIA,
PLACEMENT OF NOTES AND SUPPLEMENTAL LISTING OF WARRANTS
Vancouver, British Columbia, March 31, 2017, Royalty North Partners Ltd. (TSXV:RNP) (“RNP” or the “Company”) is pleased to announce that it has entered into a loan agreement (the “Agreement”) with Blue 360 Media, LLC (“Blue”), a newly formed entity based in Utah which has purchased a well-established portfolio of law enforcement publications with a track record of more than 60 years (the “Purchased Business”).
Under the terms of the Agreement, RNP has loaned US$2,000,000 (the “Loan”) to Blue. 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 Blue. The Fixed Payment is US$150,000 and the initial Variable Payment will be 4.5% of gross sales until a certain cash-flow threshold is reached at which point reduced Variable Payments will be payable thereafter. The Loan proceeds have been used for the first instalment of the purchase price payable for the Purchased Business. The future instalments of the purchase price are expected to be funded from Blue’s cash flow. RNP funded the Loan with cash on hand and unsecured promissory notes (the “Notes”, see details below).
RLG Capital, LLC (“RLG”), a private investment firm based out of Park City, Utah and main shareholder of Blue, managed and executed the acquisition of 139 law enforcement publications from the leading US provider of legal, business and information services (the “Vendor”). The portfolio of publications includes state specific criminal handbooks/manuals that contain comprehensive and relevant statutes (code sections) covering criminal procedure and motor vehicle regulations. Blue will focus on new publications, a higher penetration rate in existing markets and additions to the sales and marketing team to capitalize on growth opportunities. Blue’s management team consists of a CEO and Executive Director who have a combined 35 years of industry experience, the majority of which was spent with the Vendor.
Justin Currie, Chief Executive Officer at RNP, commented: “We are excited to partner with RLG and Blue in the purchase of this portfolio. Law enforcement was not part of the Vendor’s core market and we believe with the proper focus on this segment, the business can be grown substantially and margins expanded. The management team has the experience to execute their strategic plan and create a law enforcement publication, training and compliance monitoring platform. We are also pleased to be able to provide additional cash flow exposure to our shareholders and simultaneously minimizing the issuance of new shares.”
Mark Lisonbee, Managing Partner at RLG, stated: “We appreciated RNP’s flexibility and speed in supporting this transaction. We chose to partner with them due to their unique and tailored royalty finance structure which allowed us to complete the transaction with no equity dilution. We look forward to working with them on other transactions in the future.”
Unsecured Promissory Notes
In connection with the Agreement, RNP is pleased to announce that it has completed a placement of unsecured promissory notes (the “Notes”) in the amount of C$1,000,000 with a small group of investors (the “Noteholders”).
Certain insiders of the Company participated in the placement by purchasing an aggregate of Notes in the amount of C$350,000. Accordingly, the placement constituted to that extent a “related party transaction” under applicable Canadian securities laws. The Company is relying on the exemptions from the formal valuation and minority approval requirements found in sections 5.5(a) and 5.7(1)(a) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company’s market capitalization. The Notes have a 5 year term at which time they mature and become due and payable. The Notes bear interest at 8% per annum payable quarterly.
RNP may prepay the outstanding principal amount of the Note together with all accrued and unpaid interest, without penalty, at any time prior to the maturity date of the Notes. The Noteholders have also been granted a loan bonus in the form of 357,142 RNP shares at a price of $0.14 per share for a total aggregate amount of C$50,000.
Blue represents RNP’s third royalty investment since RNP initiated its change of business last year.
Supplemental Listing of Warrants
The Company is also pleased to announce that the TSX Venture Exchange (the “TSXV”) has accepted for trading an additional 1,985,000 common share purchase warrants (the “Warrants”) under the symbol “RNP.WT”.
Each Warrant entitles its holder to purchase one common share of the Company at a price of $0.25 at any time prior to 4:30 p.m. (Vancouver time) on September 1, 2021. The Warrants are governed by the terms and conditions of a warrant indenture entered into between the Company and TSX Trust Company on November 24, 2016 (the “Warrant Indenture”). 29,453,370 warrants issued pursuant to the terms of the Warrant Indenture commenced trading on the TSXV at the opening of the markets on January 3, 2017 under the trading symbol “RNP.WT”.
The Warrants were issued as replacements for the warrants issued to subscribers as part of a private placement by the Company of 63,576,745 units (the “Private Placement”). For more information on the Private Placement, please see the Company’s news release dated September 1, 2016.
On behalf of the Company,
Chief Executive Officer and Director
About Blue 360 Media, LLC
Blue acquired a portfolio of law enforcement publications from the leading US provider of legal, business and
information services. The portfolio of publications includes state specific criminal handbooks/manuals that contain
comprehensive and relevant statutes (code sections) covering criminal procedure and motor vehicle regulations.
Blue has its head office in Park City, Utah and is led by an experienced management team.