London, Ontario, CANADA, August 3, 2017
Tribute Resources Inc. (TSX-V:TRB) (“Tribute”), is pleased to announce the execution of a Term Sheet which outlines terms for a share exchange of Tribute shares for the remaining 53.5% of the issued and outstanding shares of Tocardo International BV (“Tocardo”), a Dutch founded and based company and global leader in tidal energy solutions. Upon completion of the transaction outlined in the Term Sheet, Tocardo will be a wholly owned subsidiary of Tribute.
Tocardo is a tidal and free-flow water turbine producer located in Den Oever, the Netherlands. Tocardo offices and staff will remain in Den Oever following the completion of the share exchange. Tocardo has been developing and deploying its tidal turbines in rivers and ocean environments for over a decade with eight turbines currently deployed and operating in the Netherlands and a contract for 5 turbines at the European Marine Energy Centre (“EMEC”). Tocardo is active in the design and production of tidal energy turbines and foundation systems as well as providing installation, operation, and maintenance services.
Tribute currently owns 46.5% of the issued and outstanding shares in the capital of Tocardo. The executed Term Sheet outlines the manner in which the remaining 53.5% of the Tocardo shares will be exchanged for approximately 53 million common shares of Tribute through an equity swap of Tribute’s common shares. The share exchange is based upon a valuation commissioned by Tribute and prepared by KPMG dated May 24, 2017 with an effective date of December 31, 2016.
Approximately 20% of the Tocardo shares are owned indirectly by Hans van Breugel, a director of Tribute. Accordingly, any sale of Tocardo shares owned by Mr. van Breugel pursuant to the terms of the share swap transaction will be considered to be a “related party transaction” within the meaning of TSX(V) Policy 5.9 which incorporates Multilateral Instrument 61-101 (“MI 61-101”). Tribute intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(e) of MI 61-101 in respect of Mr. van Breugel’s participation in the share swap transaction.
Tribute and Tocardo have been in discussion on a path forward that will allow the development of the Tribute Nova Scotian projects and additional geographic locations. It has been agreed that operation as one team will be the optimal structure by which to move forward together in a mutually beneficial manner to facilitate the future of each of the companies and the present and future marine and tidal projects. The parties recognize the great potential and business opportunity that a sustainable merged venture would be able to capture, including international tidal business opportunities, by combining the turbine technology and project development expertise of the parties. The goal is to move forward with common interests, shared objectives, and one team.
The primary business of Tribute shall encompass all the current operations of Tocardo and the current tidal assets and tidal project interests of Tribute. Tribute will move forward focused on tidal and marine power development.
The short-term objective of the re-organized corporation shall be a first deployment of a Universal Foundation System (“UFS”) equipped with 5 turbines in late 2018. Subject to the agreement of the Tribute shareholders and the TSX(V), the Term Sheet provides for a name change to Tocardo Energy Inc. It is expected that, post share-swap, the Board of Directors will include four members from Tribute and three from Tocardo. Tribute and Tocardo are moving forward to prepare binding agreements within the next month which will include a Share Purchase Agreement between the shareholders of Tocardo and Tribute, including management consulting agreements, and a revised stock option plan. As a condition of the transaction, Tribute agreed to guarantee a portion of the Tocardo loan with ABN-AMRO in an amount not to exceed €142,500.
Tribute will continue with the consolidation of stock as approved by Tribute shareholders, and will consolidate its stock on a 5 to 1 basis prior to the share swap.
It is recognized that both Tribute and Tocardo are in need of funds to execute their business plans. Time is of the essence to complete the re-organization and preserve contracted tidal opportunities. A top priority on short term financing has been agreed and parties are firmly committed on a reasonable best efforts basis to raise within two weeks from the date hereof of approximately $1,500,000 for Tocardo and $700,000 for Tribute , respectively, in order to (i) allow an upscaling of engineering activities within Tocardo to achieve a first UFS deployment in 2018 and (ii) to allow Tocardo to move forward with its business opportunities. It is contemplated that the above short-term funding will be accomplished by the sale of preferred LP units in Minas Tidal LP. It is expected that the share swap transaction, and related matters, will be completed on or around September 30, 2017. Due to the financing requirements for both companies, it is important that the closing be expedited to allow further equity investment at the parent level.
Closing of the proposed share swap transaction by Tribute is subject to the acceptance of the TSX(V).
About Tribute Resources Inc.
Tribute is a Canadian publicly traded energy company incorporated under the Business Corporations Act of the Province of Alberta on May 15, 1997. Tribute’s primary focus is on adding value to shareholders by developing and maintaining a long-term interest in renewable energy projects and in market-based priced underground natural gas storage assets in Canada. Tribute’s objective is to build a company capable of delivering and sustaining long-term per share growth by developing energy projects that will generate stable long-term cash flow when fully operational. Tribute’s business plan is to build upon its current asset base to identify, permit, develop, and construct projects that meet its threshold return criteria. Tribute creates value by identifying project opportunities, providing the expertise to develop the projects and maintaining an interest in the completed assets to build long-term stable utility quality cash flow from a strong and diversified energy related asset base. For more information please visit www.Tribute resources.com.
About Tocardo International BV:
TOCARDO International BV is a Dutch company and is the global leader in tidal technology. The Netherlands-based company installed three linked turbines in the Afsluitdijk, a 30 km long primary sea defence in The Netherlands. Another Tocardo turbine in the Afsluitdijk has been providing electricity for over eight years now. Tocardo also deployed its first offshore floating project at the Island of Texel (the Netherlands) and thereafter at the EMEC test site in Orkney (Scotland).
The flagship project of Tocardo is the tidal power plant in the Delta works, which is also the world’s largest commercial tidal installation of five turbines in an array. These impressive results have led Tocardo to secure a contract for 5 turbines at the EMEC demonstration site and another fifteen turbines to be installed in the Minas Passage in Canada’s Bay of Fundy.
Further development contracts have been signed with two projects in Canada, PTEC (Isle of Wight), Isle of Man and Morlais (Wales).
Neither 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 news release.
For further information, contact: Jennifer Nisker CFO, Tribute Resources Inc. (519) 657-7624
Forward-Looking Information and Statements
This document contains certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “feels”, “may”, “will”, “would”, “believe”, “plans”, “intends”, “possible”, “future” and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the foregoing, this document contains forward-looking information and statements pertaining to, among other things, the use of the proceeds from the Private Placement. This forward-looking information and the related statements are based upon factors, expectations and assumptions reflected in the forward-looking statements that are reasonable at this time but no assurance can be given that these factors, expectations and assumptions will prove to be correct.
The forward-looking information and statements contained in this news release are based upon several material factors, expectations and assumptions of Tribute including, without limitation: the availability of subscribers to purchase the Debentures; that Tribute will continue to conduct its operations in a manner consistent with past operations; the general continuance of current or, where applicable, assumed industry conditions; availability of sources to fund Tribute’s capital and operating requirements as needed; and certain commodity price and other cost assumptions.
The forward-looking information and statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Such information and 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 information and statements including, without limitation: general economic, market and business conditions; the impact of specific oil & gas and renewable electricity industry conditions; volatility in market prices for crude oil, natural gas and other renewable forms of energy; availability of financing and capital; the ability of Tribute’s customers to pay in a timely manner; changes in commodity prices; imprecision of reserve estimates; unanticipated operating results; environmental risks; electricity grid conditions; delays or changes in plans with respect to development projects or capital expenditures; changes in tax or environmental laws or royalty rates; limited, unfavourable or no access to debt or equity capital markets; increased costs and expenses; the impact of competitors; reliance on industry partners; circumstances may arise, including changes in accounting policies, regulations or economic conditions, which could change the assumptions, estimates or expectations or the information provided; shareholder value may not be maximized by Tribute or at all; there may be circumstances where, for unforeseen reasons, a reallocation of funds may be necessary as may be determined at the discretion of Tribute and there can be no assurance as at the date of this disclosure as to how those funds may be reallocated; should any one of a number of issues arise, Tribute may find it necessary to alter its current business strategy and/or capital expenditure program; fluctuations in interest rates; demand for Tribute’s product and services; adverse conditions in the debt and equity markets; and government actions including changes in environment and other regulation; and certain other risks detailed from time to time in Tribute’s public disclosure documents including, without limitation, those risks identified in this document. The forward-looking information and statements contained in this document speak only as of the date of this document, and Tribute does not assume any obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable laws.