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Chesswood Group Limited Closes Strategic Acquisition of Rifco Inc. and Announces the Renewal and Repricing of its Corporate Revolving Facility

Chesswood Group Limited Closes Strategic Acquisition of Rifco Inc. and Announces the Renewal and Repricing of its Corporate Revolving Facility
Canada NewsWire
TORONTO & RED DEER, AB, Jan. 14, 2022

TORONTO & RED DEER, AB, Jan. 14, 2022 /CNW/…

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Chesswood Group Limited Closes Strategic Acquisition of Rifco Inc. and Announces the Renewal and Repricing of its Corporate Revolving Facility

Canada NewsWire

TORONTO & RED DEER, AB, Jan. 14, 2022 /CNW/ – Chesswood Group Limited (TSX: CHW) (“Chesswood“), North America’s only publicly traded commercial equipment finance company focused on small and medium-sized businesses, and Rifco Inc. (TSXV: RFC) (“Rifco“), a leading Canadian alternative auto finance company, are pleased to announce the successful completion of Chesswood’s strategic acquisition of Rifco pursuant to the previously announced statutory plan of arrangement under the Business Corporations Act (Alberta) (the “Arrangement“).

The Arrangement was approved by 98.90% of the votes cast by Rifco shareholders at the special meeting of Rifco shareholders held on December 17, 2021. After obtaining the requisite Rifco shareholder approval, the Court of Queen’s Bench of Alberta approved the Arrangement on January 10, 2022.

Under the terms of the Arrangement, Rifco shareholders were entitled to elect to receive $1.28 for each Rifco common share (a “Rifco Share“) held in the form of: (i) cash (the “Cash Consideration“); (ii) common shares of Chesswood (“Chesswood Shares“) at a deemed price of $14.05 per Chesswood Share (the “Share Consideration“); or (iii) a combination of Cash Consideration and Share Consideration. Of the aggregate consideration of approximately $28 million, Chesswood paid $21,019,623.68 in cash and issued 498,605 Chesswood Shares.  

Further details of the Arrangement are set out in Rifco’s management information circular dated November 25, 2021 (the “Circular“).  If a registered Rifco shareholder did not make a valid consideration election by December 10, 2021 (“Non-Electing Shareholders“), that Rifco shareholder has been deemed to have elected to receive Share Consideration in exchange for their Rifco Shares.  Non-Electing Shareholders should send their completed letters of transmittal and election forms and certificates representing their Rifco Shares to the depositary for the Arrangement, TSX Trust Company, in accordance with the instructions contained in the letter of transmittal and election form in order to receive the Share Consideration to which they are entitled pursuant to the Arrangement.  A copy of the Circular and letter of transmittal and election form can be found under Rifco’s profile at www.sedar.com.

“We are excited to work with Rifco’s management and staff to strengthen Rifco’s market position by leveraging off of Chesswood’s strengths and are so glad to have them join the Chesswood family,” said Ryan Marr, Chesswood’s President and CEO.

The Chesswood Shares issued as Share Consideration were listed for trading on the Toronto Stock Exchange (the “TSX“) upon closing of the Arrangement. The Rifco Shares were delisted from the TSX Venture Exchange (the “TSXV“) at the close of trading on the date hereof.

Corporate Revolver Renewal

Chesswood is also pleased to announce it has completed the renewal of its corporate revolver. This facility is provided by a syndicate of banks, including leading Canadian and U.S. banks active in our industry, and is co-led by RBC Capital Markets and TD Securities.

“Our revolving credit facility provides us tremendous opportunity to fund our current and future growth. We are excited to announce we are expanding the base commitment to US$300 million and the accordion feature to US$100 million, for a total potential facility amount of US$400 million,” said Marr. “This renewal provides greater financial and operational flexibility for the company as it pursues its strategic plan, including a welcomed reduction in our cost of funds. This renewal reflects the strong commitment Chesswood continues to receive from its lenders. We’re very grateful for the support of our lenders in Canada and the United States” added Marr.

The term of the senior revolving facility now extends to January 2025 and provides the Company with a strong capital base from which to support future growth. 

About Chesswood Group Limited

Through two wholly-owned subsidiaries in the United States and three subsidiaries in Canada, Chesswood Group Limited is North America’s only publicly traded commercial equipment finance company focused on small and medium-sized businesses. Colorado-based Pawnee Leasing Corporation, founded in 1982, finances a highly diversified portfolio of commercial equipment leases and loans through relationships with over 600 brokers in the United States. Tandem Finance Inc. provides financing in the U.S. through the equipment vendor channel. In Canada, Blue Chip Leasing Corporation has been originating and servicing commercial equipment leases and loans since 1996, and today operates through a nationwide network of more than 50 brokers. Vault Credit Corporation specializes in equipment leases and commercial loans across Canada, allowing for customizable financing solutions while catering to a wide spectrum of credit tiers, equipment types and sectors by offering industry-leading service levels, experienced underwriters and account administrators. Vault Home was launched in September 2021 and focuses on providing home improvement and other consumer financing solutions in Canada.

Based in Toronto, Canada, the Chesswood Shares trade on the TSX under the symbol CHW.

To learn more about Chesswood Group Limited, visit www.Chesswoodgroup.com.

The websites of Chesswood’s operating subsidiaries (other than Rifco) are:

www.PawneeLeasing.com

www.BlueChipLeasing.com

www.TandemFinance.com

www.VaultCredit.com

www.VaultPay.ca

About Rifco Inc.

Rifco is focused on being the best alternative auto finance company through its wholly owned subsidiary Rifco National Auto Finance Corporation. Its mission is to help deserving Canadians own automobiles.

Rifco seeks to create sustainable long-term competitive advantages through personalized partnerships with dealers, innovative products, the use of industry-leading data and analytics, and leading collections practices. Rifco’s corporate culture fosters employees that are highly engaged, innovative and performance driven.

To learn more about Rifco, visit www.rifco.net

Caution Regarding Forward-Looking Information

This news release includes “forward-looking information” within the meaning of applicable securities laws relating to, among other things, the successful integration of Rifco and the accreted use and continuing availability of credit facilities.  Forward-looking information may in some cases be identified by words such as “will”, “anticipates”, “expects”, “intends” and similar expressions suggesting future events or future performance. Chesswood cautions that all forward-looking information is inherently subject to change and uncertainty and that actual results may differ materially from those expressed or implied by the forward-looking information. A number of risks, uncertainties and other factors could cause actual results and events to differ materially from those expressed or implied in the forward-looking information or could cause Chesswood’s current objectives, strategies and intentions to change. Accordingly, Chesswood warns readers to exercise caution when considering statements containing forward-looking information and that it would be unreasonable to rely on such statements as creating legal rights regarding Chesswood’s future results or plans. Chesswood cannot guarantee that any forward-looking information will materialize and readers are cautioned not to place undue reliance on this forward-looking information. Any forward-looking information contained in this news release represents expectations as of the date of this news release and are subject to change after such date. However, Chesswood is under no obligation (and Chesswood expressly disclaims any such obligation) to update or alter any statements containing forward-looking information, the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law. All of the forward-looking information in this news release is qualified by the cautionary statements herein.

Forward-looking information is provided herein for the purpose of giving information about the matters referred to above. Readers are cautioned that such information may not be appropriate for other purposes. A comprehensive discussion of other risks that impact Rifco can also be found in its public reports and filings which are available under its profile on SEDAR at www.sedar.com.

None of TSXV, TSX or their respective Regulation Services Providers (as that term is defined in the policies of the relevant exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Chesswood Group Limited






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Today’s News

IIROC Trading Halt – MKO.WT.A

IIROC Trading Halt – MKO.WT.A
Canada NewsWire
VANCOUVER, BC, Jan. 17, 2022

VANCOUVER, BC, Jan. 17, 2022 /CNW/ – The following issues have been halted by IIROC:
Company: Mako Mining Corp.
TSX-Venture Symbol: MKO.WT.A 
All Issues: No
Reason: Pending …

IIROC Trading Halt – MKO.WT.A

Canada NewsWire

VANCOUVER, BC, Jan. 17, 2022 /CNW/ – The following issues have been halted by IIROC:

Company: Mako Mining Corp.

TSX-Venture Symbol: MKO.WT.A 

All Issues: No

Reason: Pending Delisting

Halt Time (ET): 12:00 PM

IIROC can make a decision to impose a temporary suspension (halt) of trading in a security of a publicly-listed company. Trading halts are implemented to ensure a fair and orderly market. IIROC is the national self-regulatory organization which oversees all investment dealers and trading activity on debt and equity marketplaces in Canada.

SOURCE Investment Industry Regulatory Organization of Canada (IIROC) – Halts/Resumptions






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Flow Outlines New 1.2 km Gold Target

Vancouver, British Columbia–(Newsfile Corp. – January 17, 2022) – Flow Metals Corp. (CSE: FWM) ("Flow Metals" or the "Company") is pleased to announce…

Vancouver, British Columbia–(Newsfile Corp. – January 17, 2022) – Flow Metals Corp. (CSE: FWM) (“Flow Metals” or the “Company“) is pleased to announce completion of a late season geophysics program and consequently a new Artificial Intelligence (“AI”) generated gold target heat map combining the new and historic data on its 100% owned New Brenda gold project (or the “Property”) located in southern BC. The Property is a 100 square kilometre road accessible project located between the past producing Brenda copper and molybdenum mine and the Elk Gold mine.

CEO, Scott Sheldon, comments: “We created a gold focused heat map using the GeoDL artificial intelligence mining software and generated new targets in an under-explored area of the Property. New Brenda has great potential with the main challenge being minimal bedrock exposure. The new heat map helps overcome the exposure problem to give us a good idea of where we should follow up on the ground.”

AI enhanced gold predicted in soil using geophysics, regional maps, satellite, and historical soils

To view an enhanced version of this graphic, please visit:
https://orders.newsfilecorp.com/files/7235/110483_4e88d86cf496f94e_001full.jpg

AI technology was used to combine the new airborne magnetic survey with historic gold-in-soil results, regional maps, and satellite data to identify multiple patterns that warrant follow-up investigation. Previous targets were based on low-resolution geophysics with limited geological mapping. The GeoDL program highlighted multiple prospective areas and structures over the property. All targets, the largest measuring 1200m x 600m, correlate with either the highly prospective Osprey Lake batholith (Elk Gold mine) or the Pennask batholith (Brenda mine).

The high-resolution helicopter-borne magnetic and radiometric surveys were flown in November 2021. The survey focuses on the western portion of the property bordering the neighboring Elk Gold project and covered 811-line kilometres over a total area of 86.7 km2.

Mapped results from the survey: Total Magnetic Intensity and Radiometric.

New Brenda Geology and History
The New Brenda Gold Project is known to host gold-bearing intrusion related mesothermal quartz and sulphide veins. Samples from 2019 trenching identified up to 15.4g/t gold in limonitic quartz-pyrite veins hosted by intrusive and volcanic rocks. The gold mineralization is believed to be structurally controlled along vein filled faults, shear zones or near intrusive dykes. The mineralized veins previously identified on the Property have an east-west strike near intrusive contacts with the Nicola volcanics which may represent a regional control on the gold mineralization.

Disclaimer
GeoDL is an artificial intelligence mining software program that combines geophysical, geochemical, geological, and geographic datasets. The algorithm compares the combined datasets with various training data such as geochemistry and bedrock types to build an enhanced model. The model is used to predict the outcome of the training data and extrapolate their values to areas that have no verified training data. GeoDL uses a combination of machine learning, neural networks, and computer vision to help enhance geological data.

About Flow Metals
Flow Metals is a western Canadian gold explorer with a focus on easy access early-stage gold projects in renowned mining districts.

Qualified Persons
Adrian Smith, P.Geo., is the qualified person for the Company as defined in the National Instrument 43-101 and has reviewed the technical information presented within this news release.

For further information, please contact:
Scott Sheldon, President
604.725.1857
[email protected]

Forward-Looking Information
This press release may include “forward-looking information” (as that term is defined by Canadian securities legislation), concerning the Company’s business. Forward-looking information is based on certain key expectations and assumptions made by the Company’s management, including plans for the exploration and development of its mineral properties. Although the Company believes that such expectations and assumptions are reasonable, investors should not rely unduly on such forward-looking information as the Company can give no assurance, they will prove to be correct. Forward-looking statements in this press release are made as of the date of this press release. The Company disclaims any intent or obligation to publicly update any forward-looking information (whether because of new information, future events, or results, or otherwise) other than as required by applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/110483




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Silver Elephant Completes Plan of Arrangement, Post-Arrangement Shares to Trade on January 18, 2022

VANCOUVER, BC / ACCESSWIRE / January 17, 2022 / Silver Elephant Mining Corp. ("Silver Elephant" or the "Company") (TSX:ELEF)(OTCQX:SILEF)(Frankfurt:1P2N)…

VANCOUVER, BC / ACCESSWIRE / January 17, 2022 / Silver Elephant Mining Corp. (“Silver Elephant” or the “Company”) (TSX:ELEF)(OTCQX:SILEF)(Frankfurt:1P2N) announces the completion of previously announced plan of arrangement (the “Arrangement“).

Pursuant to the Arrangement, the common shares of the Company were consolidated on a 10:1 basis (the “Consolidation“) and each holder of common shares of the Company will receive in exchange for every 10 pre-Consolidation common shares held: (i) one post-Consolidation common share of the Company; (ii) one common share of Flying Nickel Mining Corp. (“Flying Nickel“); (iii) one common share of Nevada Vanadium Mining Corp. (“Nevada Vanadium“); and (iv) two common shares of Battery Metals Royalties Corp. (“Battery Metals“).

The Toronto Stock Exchange (“TSX“) issued its final trading bulletin in respect of the Arrangement on January 14, 2022. Trading in the Company’s common shares will commence on a post-Arrangement and post-Consolidation basis under the same symbol “ELEF” at market open on Tuesday, January 18, 2022. The CUSIP has changed to 82770L307.

The trading symbol for the common shares on the OTCQX will change to “SILEFD” for a period of 20 trading days after the Consolidation is effected, after which the ‘D’ will be removed and the Company’s trading symbol will revert back to “SILEF”.

Post-Arrangement, each company will commence its corresponding core business with the following:

  1. Silver Elephant, with 24,134,945 post-Consolidation common shares outstanding, holding a 100% interest in the Pulacayo silver and El Triunfo gold-silver projects in Bolivia, and 31,730,110 shares of Battery Metals’ (representing 39.7%) as a long-term investment;
  2. Flying Nickel, a new Canadian reporting issuer (CUSIP 34408W106), with 57,836,470 common shares outstanding, holding a 100% interest in the Minago nickel project in the Thompson nickel belt in Manitoba;
  3. Nevada Vanadium (CUSIP 64152L105), a new Canadian reporting issuer, with 50,000,000 common shares outstanding, holding a 100% interest in the Gibellini vanadium project in Nevada; and
  4. Battery Metals (CUSIP 07134N103), a new Canadian reporting issuer, with 80,000,000 common shares outstanding, holding a 2% royalty in each of the assets referenced above, and 22,953,991 shares of Flying Nickel (representing 39.7%) and 22,953,991 shares of Nevada Vanadium (representing 45.9%) as long-term investments.

For more information regarding the Arrangement, readers should refer to the Company’s management information circular prepared in connection with the Meeting, a copy of which is available at www.sedar.com and silverelef.com. Further information on Silver Elephant, Flying Nickel, Nevada Vanadium, and Battery Metals can be found at www.silverelef.com, flynickel.com, nevadavanadium.com, and royalbatt.com, respectively.

While it is currently expected that each of the new companies will aim to list on a Canadian securities exchange, listing is subject to the applicable rules and policies of the respective exchange. There is no guarantee that any such company will be able to meet the initial listing requirements.

In order to receive post-Consolidation common shares of the Company and common shares of each of Flying Nickel, Nevada Vanadium and Battery Metals, registered shareholders should complete the letter of transmittal (which can be completed post-Effective Date) prepared in connection with the Arrangement, copies of which are available at www.sedar.com, www.silverelef.com, or by contacting the Company. Beneficial shareholders do not need to complete a letter of transmittal and should contact their broker or intermediary with any questions.

Early Warning Disclosure

This disclosure is made pursuant to the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

Silver Elephant Mining Corp.

Silver Elephant acquired, directly and indirectly, 31,730,110 common shares (“Battery Metals Shares“) of Battery Metals pursuant to the Arrangement. Pursuant to the Arrangement, Silver Elephant received 80,000,000 Battery Metals Shares in consideration for the transfer of certain assets to Battery Metals, of which, 48,269,890 such Battery Metals Shares were subsequently transferred to shareholders of Silver Elephant on the basis of two Battery Metals Shares for each one post Consolidation common share of Silver Elephant held (“Silver Elephant Post-Consolidation Shares“). Of the 31,730,110 Battery Metals Shares retained by Silver Elephant, 5,822,128 are reserved for transfer to holders of options and warrants of Silver Elephant (“Convertible Securities“) such that, upon exercise of each such Convertible Security, the holder thereof shall receive, inter alia, two Battery Metals Shares in addition to each one Silver Elephant Post-Consolidation Share issuable upon exercise thereof (the “Reserved Shares“). In the event the Convertible Securities are not exercised prior to expiry in accordance with their terms, any Reserved Shares previously reserved for transfer to holders of such expired Convertible Securities shall then be held by Silver Elephant beneficially and of record.

Following the Arrangement, Silver Elephant owns and controls 31,730,110 Battery Metals Shares, which represents approximately 39.7% of the Battery Metals Shares outstanding following completion of the Arrangement. Prior to the Arrangement, Silver Elephant owned one Battery Metals Share which represented 100% of the Battery Metals Shares outstanding prior to completion of the Arrangement.

The Battery Metals Shares were acquired as part of the Arrangement. The Battery Metals Shares were acquired by Silver Elephant for investment purposes in connection with the Arrangement. In the future, Silver Elephant may evaluate its investment in Battery Metals from time to time and may, depending on various factors including, without limitation, Battery Metals’ share price, business outlook and financial position, conditions in the securities markets and general economic and industry conditions, and other factors and conditions that Silver Elephant may deem appropriate, increase, decrease or change its ownership over the Battery Metals Shares or other securities of Battery Metals.

An early warning report pursuant to the requirements of applicable securities laws will be issued by Silver Elephant and will be posted to SEDAR at www.sedar.

For further information, including a copy of the early warning report required under applicable Canadian securities laws to be filed by Silver Elephant as a result of the Arrangement referred to in this press release, please contact Flora Lo at 604-437-8232.

Battery Royalties Mining Corp.

Additionally, Battery Metals acquired, directly and indirectly, 22,953,991 common shares (“Flying Nickel Shares“) of Flying Nickel and 22,953,991 common shares (“Nevada Vanadium Shares“) of Nevada Vanadium pursuant to the Arrangement.

Pursuant to the Arrangement, Battery Metals received the Flying Nickel Shares and Nevada Vanadium Shares as partial consideration for the issuance of 80,000,000 Battery Metals Shares.

Following the Arrangement, Battery Metals owns and controls: (i) 22,953,991 Flying Nickel Shares, which represents approximately 39.7% of the Flying Nickel Shares outstanding following completion of the Arrangement; and (ii) 22,953,991Nevada Vanadium Shares, which represents approximately 45.9% of the Nevada Vanadium Shares outstanding following completion of the Arrangement. Prior to the Arrangement, Battery Metals owned no Flying Nickel Shares and no Nevada Vanadium Shares.

The Flying Nickel Shares and Nevada Vanadium Shares were acquired as part of the Arrangement. The Flying Nickel Shares and Nevada Vanadium Shares were acquired by Battery Metals for investment purposes in connection with the Arrangement. In the future,Battery Metals may evaluateits investment in Flying Nickel and Nevada Vanadium from time to time and may, depending on various factors including, without limitation, Flying Nickel’s and Nevada Vanadium’s financial position, business outlook, the price levels of the Flying Nickel Shares and Nevada Vanadium Shares, conditions in the securities markets and general economic and industry conditions, and other factors and conditions that Battery Metals may deem appropriate, increase, decrease or change its ownership over the Flying Nickel Shares and Nevada Vanadium Shares or other securities of Flying Nickel and Nevada Vanadium.

Early warning reports pursuant to the requirements of applicable securities laws will be issued by Battery Metals and will be posted to SEDAR at www.sedar.com and available on request at the number below.

For further information, including a copy of the early warning report required under applicable Canadian securities laws to be filed by Silver Elephant as a result of the Arrangement referred to in this press release, please contact Flora Lo at 604-437-8232.

SILVER ELEPHANT MINING CORP.

ON BEHALF OF THE BOARD

“John Lee”
Executive Chairman

For more information about Silver Elephant, please contact Investor Relations:

+1.604.569.3661 ext. 101a
[email protected] www.silverelef.com

Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this news release, including statements which may contain words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, or similar expressions, and statements related to matters which are not historical facts, are forward-looking information within the meaning of applicable securities laws. Such forward-looking statements, which include statements regarding the businesses of each of the Company, Flying Nickel, Nevada Vanadium and Battery Metals, and the settlement of securities into beneficial shareholders’ accounts, are based on certain factors and assumptions and involve known and unknown risks and uncertainties which may cause the actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements.

These factors should be considered carefully, and readers should not place undue reliance on the Silver Elephant’s forward-looking statements. Silver Elephant believes that the expectations reflected in the forward-looking statements contained in this news release are reasonable, but no assurance can be given that these expectations will prove to be correct. In addition, although Silver Elephant has attempted to identify important factors that could cause actual actions or events to differ materially from those described in forward looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Silver Elephant undertakes no obligation to release publicly any future revisions to forward-looking statements to reflect events or circumstances after the date of this news or to reflect the occurrence of unanticipated events, except as expressly required by law.

None of the securities to be issued pursuant to the Arrangement have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws, and any securities issuable in the transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

SOURCE: Silver Elephant Mining Corp.

View source version on accesswire.com:
https://www.accesswire.com/683759/Silver-Elephant-Completes-Plan-of-Arrangement-Post-Arrangement-Shares-to-Trade-on-January-18-2022

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