Regency GOLD Terminates Definitive Agreement to Acquire Vanadium North Resources
LEGAL_31426473.1
REGENCY GOLD CORP.
Suite 1703, Three Bentall Centre
595 Burrard Street Vancouver, BC, V7X 1J1
NEWS RELEASE
REGENCY GOLD TERMINATES DEFINITIVE AGREEMENT
TO ACQUIRE VANADIUM NORTH RESOURCES
Vancouver, BC, July 18, 2019 – Regency Gold Corp (“ Regency” or the “Company”) (NEX:RAU.H) announces that it
has terminated the share exchange agreement dated February 8, 2019 (the “Agreement”), with Vanadium North Resources
Inc. (“Vanadium North”), pursuant to which the Company has agreed to acquire all of the issued and outstanding common
shares of Vanadium North (the “Proposed Transaction”), previously announced in a news release of the Company dated
February 13, 2019.
The Company confirms that the Acquisition will not be completed, and the Company is no longer in discussions with
Vanadium North.
The Company filed on SEDAR a filing statement for the Proposed Transaction dated April 30, 2019, and received
conditional approval for the Proposed Transaction from the TSX Venture Exchange (the “TSXV”) on May 1, 2019. Due
to difficult market conditions, the Company and Vanadium North were not able to meet the condition of raising minimum
gross proceeds of $2 million in connection with the Proposed Transaction. On review of the effect of market conditions on
the proposed resulting issuer and its ongoing financial status, the board of Regency made the decision to not proceed with
the transaction, and provided notice to Vanadium North in accordance with the terms of the Agreement.
Vanadium North has indicated that it opposes the termination of the Proposed Transaction, and may pursue legal action
against the Company. Regency believes that such claims would be without merit and intends to vigorously defend any
claims that may arise. In connection with the Proposed Transaction, the Company had extended a secured loan in the
amount of $150,000 to Vanadium North. The Company has provided notice to Vanadium North regarding the return of the
loaned funds, and may proceed to take additional steps to enforce its rights and obtain repayment.
In connection with the Proposed Transaction, the Company’s common shares were halted from trading by the TSXV.
Following termination of discussions regarding the Potential Transaction, the Company will apply to have the trading halt
lifted by the TSXV.
Appointment of CEO and Director
The Company is pleased to announce that it has appointed William Radvak as Chief Executive Officer and a director of the
Company. Mr. Radvak was the previous CEO and a previous director of the Company. Mr. Radvak has been a director
and officer of multiple public companies, working in a variety of industries, specifically mineral exploration,
medical devices, and pharmaceuticals.
ON BEHALF OF THE BOARD OF DIRECTORS
“Kelsey Chin”
Kelsey Chin
Chief Financial Officer
For further information, please contact +1 604-719-5614
Neither the 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 release.
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Forward-Looking Statements
Statements contained in this news release that are not historical facts constitute “forward -looking statements” or “forward-looking
information” within the meaning of applicable securities laws and are based on expectations, estimates and projections as of the date of
this release. Forward-looking statements include, without limitation, possible events and statements with respect to p ossible events.
The words “is expected” or “estimates” or variations of such words and phrases or statements that certain actions, events or results
“may” or “could” occur and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based
upon a number of estimates and assumptions that, while considered reasonable by the Company as of the date of such statements, are
inherently subject to significant business, economic and competitive uncertainties and contingencies. The estimates and assumptions of
the Company contained in this release which may prove to be incorrect, include, but are not limited to the ability of the Company to
secure financing on the proposed terms and for the aggregate amount . Known and unknown factors could cause actual results to differ
materially from those projected in the forward-looking statements. Such factors include, but are not limited to the likelihood of litigation
pursuant to the termination of the Proposed Transaction, financial resources required to defend potential claims as well as to enforce the
Company’s rights, and similar factors related to the Company’s assessments in respect of the same. There can be no assurance that
forward-looking statements will prove to be accurat e, as actual results and future events could differ materially from those anticipated
in such statements. Forward-looking statements are provided for the purpose of providing information about management’s expectations
and plans relating to the future. All of the forward-looking statements made in this release are qualified by these cautionary statements
and those made in our other filings with the securities regulators in Canada. These factors are not intended to represent a complete list
of the factors that could affect the Company. Although the Company believes that the expectations in the forward -looking statements
are reasonable, actual results may vary, and future results, levels of activity, performance or achievements cannot be guaranteed.