Royal Lifescience Corp. Announces Share Consolidation and Proposed Private Placement
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Royal Lifescience Corp. Announces Share Consolidation and Proposed Private Placement
July 8, 2016 TSX Venture Exchange Trading Symbol: RLS.H
Vancouver, BC – Royal Lifescience Corp. (NEX: “RLS.H”) (the "Company"), a Capital Pool Company trading on the NEX board of the TSX Venture Exchange, announces that in order to allow maximum flexibility to structure and complete a Qualifying Transaction as defined in Policy 2.4 of the TSX Venture Exchange, the Company intends to amend its share structure by consolidating its issued and outstanding common shares and arranging a private placement of up to $99,500.
Under the proposed consolidation, every two and a half (2.5) existing shares will be consolidated into one (1) new share (the "Consolidation"). The Company currently has 5,000,000 common shares issued and outstanding. Upon completion following receipt of regulatory approvals, the Company would have 2,000,000 common shares issued and outstanding. Fractional shares remaining after giving effect to the Consolidation will be cancelled, such that shareholdings of each shareholder will be rounded down to the nearest whole number of post-consolidation common shares. Outstanding stock options will similarly be adjusted by the Consolidation ratio. In accordance with the articles of the Company, the Board of Directors has the authority to effect the share consolidation by directors' resolution and the Company does not intend to seek shareholder approval for these changes. The Consolidation is subject to the approval of the NEX Board of the TSX Venture Exchange, the Company will issue a subsequent news release indicating the record date of the Consolidation and the date on which the Company's shares will commence trading on a post consolidation basis.
Concurrently, the Company announces a post-consolidation private placement (the “Private Placement”) of up to 1,990,000 Common Shares (the “Common Shares”) at $0.05 per Common Share. A finder’s fee from the sale of Common Shares may be paid in cash to the arm’s length finders in connection with the Private Placement. The Common Shares will be subject to a four-month hold period and both the Consolidation and the Private Placement are subject to the approval of the TSX Venture Exchange. The proceeds of the Private Placement will be used for general working capital and towards identifying and evaluating a Qualifying Transaction of the Company.
Certain directors and officers of the Company intend to acquire the Common Shares under the Private Placement. Any such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61 -101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to, or the consideration paid by such persons, will exceed 25% of the Company's market capitalization.
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”
Minaz Dhanani Chief Executive Officer, Chief Financial Officer, Director
For further information please contact:
Minaz Dhanani Telephone: (604) 783-7361
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.