Royal Lifescience Corp. Announces Proposed Qualifying Transaction

NEWS RELEASE

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Royal Lifescience Corp. Announces Proposed Qualifying Transaction

November 22, 2017 NEX Trading Symbol: RLS.H

Vancouver, BC – Royal Lifescience Corp. (NEX: “RLS.H”) (the "Company") ”), capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the “TSXV”), is pleased to announce that is has entered into a letter of intent dated November 15, 2017 (the “LOI”) with Rover Metals Corp. (“Rover”) for the arm’s length acquisition of all of the issued and outstanding shares of Rover (the “Transaction”). The Transaction is intended to be the Company’s Qualifying Transaction as that term is defined in TSXV Policy 2.4. Upon completion of the Transaction, it is expected that the Company will be listed as a Tier 2 Mining Issuer pursuant to the initial listing requirements of the TSXV.

Rover is a private British Columbia company that holds an option to acquire a 100% interest in and to the Up Town Gold Project (the “Option” and the “Property” respectively), which is located in Yellowknife, NWT. The Property consists of six claims covering 3,227 hectares and borders the west side of the historic Giant Mine leases. The Property centre is approximately 6km north from downtown Yellowknife, and adjoins TerraX Minerals’ Yellowknife City Gold Property. The Property is road accessible year round via the Ingraham Trail (Territorial Highway 4) which runs through the eastern portion of the claims. Gold was discovered on the Property in 1960 and two targets were explored intensively from 1963 to 1966. Small scale high grade mining was conducted at the Rod Vein in 1979. In 2011, the Property was re-staked by Panarc Resources Ltd. and since then has been explored by Panarc, Manson Creek Resources Ltd. and North Sur Resources Ltd. who mapped, sampled, conducted geophysical surveys and drilled nine shallow (Winkie) drill holes into three of the targets. Silver Range Resources Ltd. purchased the Property in 2016 and completed systematic property-wide lithogeochemical sampling, alteration mapping and airborne total magnetic field and radiometric surveys prior to optioning the Property to Rover. The Property is at an early stage of exploration and does not currently have a defined mineral resource and there is no assurance that an economic deposit will be discovered on the Property. An independent geological report of the Property prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects will be completed in conjunction with the Transaction. Upon exercise of the Option, the Property is expected to be subject to a 2% NSR in favour of Silver Range Resources Ltd., which may be purchased for CAD$1,000,000 prior to commencing production.

It is expected that Rover will complete a non-brokered private placement the (“Private Placement”) of up to $2,000,000. The Private Placement shall consist of: (i) up to $900,000 worth of units of Rover at a price of $0.125 per unit (the “Units”). Each Unit will be comprised of one common share and one common share purchase warrant (the “Common Warrants”). Each Common Warrant shall have a life of two years from the date of issuance and an exercise price of $0.25 in year one and an exercise price of $0.50 in year two; and (ii) $1,100,000 worth of Units and flow-through units of Rover (the “Flowthrough Units”) at a price of $0.14 per Flow-through Unit. Each Flow-through Unit shall be comprised of one flow-through common share and one non-flow-through common share purchase warrant (the “Non-flow-through Warrants”). Each Non-flow-through Warrant shall have a two year life from the date of issuance and an exercise price of $0.28 in year one and an exercise price of $0.56 in year two. There is no minimum or maximum dollar value placement requirement or ratio requirement to the Units for the Flow-through Units. Proceeds from the Private Placement are intended to be used to fund further exploration on the Property and for general corporate purposes. There will be finder's fees payable on this financing, the terms of which will be announced once finalized.

The LOI contemplates that in consideration for the acquisition of all the issued and outstanding shares of Rover, the Company will, subject to regulatory approval, issue to the shareholders of Rover 31,000,000 common shares of the Company at the deemed price of $0.125 per share plus all securities to be issued by Rover pursuant to the Private Placement. In addition, the Company will exchange a total of 8,785,325 currently outstanding Rover share purchase warrants for the Company’s warrants on a 1:1 basis.

The closing of the Transaction is subject to a number of conditions, including: (i) completion of successful due diligence by the parties, (ii) execution of a definitive agreement between the Company and Rover; (iii) Rover successfully completing a financing for gross proceeds of a sufficient amount to fund the business plan and the meet the minimum listing requirements of the Exchange, (iv) TSXV approval;

(v) shareholder approval, if required; and (vi) receipt of a satisfactory title opinion with respect to the Property.

In accordance with applicable securities legislation, all securities issued will be subject to a hold period of four months and a day from the date of completion of the Private Placement and Transaction, respectively.

Upon completion of the Transaction, the Company’s board of directors is expected to consist of the following five directors: Keith Minty, Salim Tharani, Judson Culter, Louis Covello, and Bruce Pridmore. The officers of the Company are expected to be Judson Culter, CEO & CFO, Keith Minty, President, Ron Woo, COO, and Raul Sanabria, VP Exploration.

Keith Minty, P.Eng, MBA | President, Director Mr. Minty obtained a B.Sc. in Mining Engineering from Queen’s University, Kingston Ontario, Canada in 1978. He has over 26 years of open pit and underground mine operational and project development experience in North America, Central America and in Africa. From 2008 to 2013, Mr. Minty was the Chief Operating Officer at Thani Dubai Mining (“Thani”) where he was responsible for all project exploration and operation activities in Yemen and Egypt as well as new business development activities. Prior to joining Thani, he was the South African country manager for Hunter Dickinson. Mr. Minty has also served on the board of directors of Asanko Gold and Oremex Silver and served as COO at Aurvista Gold. He currently serves on the boards of Auryn Resources, and Callinex Mines.

Louis Covello, P.Geo | Director Lou Covello is an independent consulting geologist to the exploration industry. His professional experience spans more than 4 decades, and includes serving as President and a Director for Aurora Geosciences and its' predecessor, Covello, Bryan and Associates. He has worked as a professional geologist throughout Canada, in Australia, the United States, Southeast Asia and Russia. He is a member and past President of the NWT and Nunavut Chamber of Mines as well a member of the NWT and Nunavut Association of Professional Engineers and Geoscientists, the Canadian Institute of Mining, Metallurgy and Petroleum and the Geological Association of Canada.

Judson Culter, CPA, CA, CPA(WA) | CEO, CFO, Director Mr. Culter has over ten years of international accounting, finance, audit, and capital markets experience. He has helped to raise over $20MM in private and public financings for start-ups and growth orientated companies in the Pacific Northwest, Asia Pacific, and South America. He has taken several mineral resource companies public, most recently the Dolly Varden Silver project (TSXV: DV), whereby he also managed the exploration drill program (pre-Hecla Mining investment).

Salim Tharani | Director Mr. Tharani has held top executive positions for Western and Russian conglomerates generating income of US$250 million to US$2.5 billion; has also raised over US$1.3 billion through project financing, debt financing, private equity, venture capital and synthetic instruments; successfully integrated and executed over 88 M&A and LBO transactions with an aggregate value over US$800 million; holds a Bachelor of Arts Degree from Simon Fraser University.

Bruce Pridmore, MBA, B.Sc. | Director Mr. Pridmore has spent over 30 years in the business of natural resource and technology start-ups. From 1992 to 2005 he worked for the National Research Council of Canada (NRC) and served as Executive Director for the Pacific Asia region from 1996 to 2005 for which he has instrumental in the financing of more than 500 companies.

Ron Woo, P.Eng, MBA, PMP | COO Mr. Woo is a mining engineer with 13 years of experience in mine operations, mine development and project engineering. Most recently, Mr. Woo served as the Project Manager and Technical Services Manager with Ledcor Contractors. He has also held senior engineering positions with Walter Energy (formerly Western Canadian Coal), Nyrstar (formerly Farallon Mining), Hunter Dickinson Inc. and Shambhala Gold. Mr. Woo graduated from McGill University with a Bachelor of Engineering (Mining) and Bachelor of Science (Computer Science).

Raul Sanabria, P.Geo, EuroGeol., M.Sc. | VP Exploration Raul has more than 16 years of progressive experience in the mining and exploration industry worldwide, having worked in Europe, West Africa, Canada and in several countries of Central and South America mainly in precious metals Most recently, he held the positions of Chief Geologist for Red Eagle Exploration (a subsidiary of Red Eagle Mining, Colombia), VP Exploration of American Creek Resources, G4G Resources, Northern Iron Corp, and Principal Geologist and CEO for Condor Precious Metals Inc. Raul is also an early mover in private mining projects such as Sociedad Minera Malabar in Colombia, where he is mining high grade gold at small scale along with toll milling operations.

The Company intends to seek an exemption from the Sponsorship Requirements of the TSXV.

Further details of the proposed transaction, including the proposed management and board of directors of the Company upon completion of the Transaction, will follow in future news releases once the particulars of the Transaction are finalized.

Trading in the common shares of the Company will remain halted in connection with the dissemination of this News Release and will recommence at such time as the TSXV may determine based on the satisfaction of certain requirements pursuant to TSXV Policy 2.4.

Prior to the resumption of trading of the Company, further details of the proposed transaction, including the financial position and shareholders of Rover will be provided.

About the Company

The Company is designated as a Capital Pool Company by the Exchange. The Company has not commenced commercial operations and has no assets other than cash. The only business of the Company is the identification and evaluation of assets or businesses with a view to completing a "Qualifying Transaction" in accordance with Exchange Policy 2.4 - Capital Pool Companies.

On behalf of the Board of Directors

Minaz Dhanani Chief Executive Officer, Chief Financial Officer, Director

For further information please contact:

Minaz Dhanani Telephone: (604) 783-7361

Cautionary Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction, the Private Placement, and the use of proceeds of the Private Placement. The information about Rover and the Property contained in the press release has not been independently verified by the Company. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward- looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction, the Private Placement and associated transactions, that the ultimate terms of the Transaction, the Private Placement and associated transactions will differ from those that currently are contemplated, and that the Transaction, the Private Placement and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this press release are made as of the date of this release. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, Rover, their securities, or their respective financial or operating results or (as applicable).

The Company common shares have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Neither the TSX Venture Exchange not 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.