Vancouver British Columbia
LEGAL_30334366.4
REGENCY GOLD CORP.
Suite 1703 – 595 Burrard Street
Vancouver, B.C. V7X 1J1
PRESS RELEASE
For Immediate Release
January 24, 2019
Vancouver British Columbia
Vancouver, BC - Regency Gold Corp. (RAU.H: TSX.V) (“Regency” or the “ Company”) is
pleased to announce that the Company has entered into a non-binding letter of intent on December
12, 2018 (the “LOI”) to acquire all of the issued and outstanding shares of V23 Resources Corp
(“V23”) from CellCube Energy Storage Systems Inc. (“ CellCube”), a company listed on the
Canadian Securities Exchange (the “CSE”). The acquisition of V23 (the “Acquisition”) represents
an increase in the mineral properties held by Regency, and the expansion of the Company into the
vanadium exploration space. The A cquisition is an arm’s length transaction. A finder’s fee is
payable in connection with the Acquisition. The terms of the finder’s fee remain subject to
negotiation and will be disclosed in a later comprehensive news release of the Company, to be
disseminated upon signing the definitive agreement.
Pursuant to the terms of the LOI, Regency would issue to CellCube such number of common
shares in the capital of Regency (the “ Consideration Shares”) as will be agreed to between the
parties pursuant to a definit ive agreement, following which CellCube will distribute certain
Consideration Shares to its shareholders.
The parties further entered into an Extension Agreement dated January 16, 2019 pursuant to which
they agreed that the parties would have until 5:00 pm (Toronto Time) on April 1, 2019 to conduct
due diligence on each other and the transaction in accordance with the terms of the LOI, which
originally contemplated a 30 day due diligence period only.
The LOI is non-binding and completion of the Acquisition is subject to agreement with respect to
the number of Consideration Shares payable to CellCube and further is subject to numerous
conditions, including the completion of satisfactory due diligence by each party, the negotiation
of a definitive agreement and entering into of a binding definitive agreement in connection with
the acquisition, and the receipt of all required approvals, including any approvals as may be
required by the TSX Venture Exchange (the “TSX-V”) or the CSE.
About V23
V23 is a vanadium exploration company wholly owned by CellCube, with two vanadium
properties located in Nye County, Nevada. Cellcube’s Bisoni McKay and Bisoni -Rio properties
represent a significant pure play vanadium projects in North America, totalling 4,115 acres
contiguous to the Gibellini deposit held by Prophecy Development Corp.
On Behalf of Regency Gold Corp.
LEGAL_30334366.4
Bill Radvak, President & CEO
(778) 888-4101
This news release contains ‘‘forward-looking statements’’, within the meaning of applicable Canadian securities
legislation. All statements, other than statements of historical fact, are forward-looking statements. Generally,
forward-looking statements can be identified by the use of forward-looking terminology such as ‘‘plans’’, ‘‘are
planned’’, ‘‘planning’’ ‘‘expects’’, ‘‘expected’’, ‘‘believes’’, ‘‘forecast’’, ‘‘estimated’’, ‘‘potential’’, ‘‘in order to’’,
‘‘aims to’’, ‘‘is to’’ , ‘‘next’’, ‘‘future’’, or variations of such words and phrases or statements that certain actions,
events or results ‘‘may’’, ‘‘could’’, ‘‘will’’, ‘‘will implement’’, ‘‘will allow’’, ‘‘will lead to’’, ‘‘to ensure’’ or similar
statements or the negative connotation thereof.
Forward-looking statements in t his news release include, but are not limited to, statements regarding: (i) the
Company’s acquisition of V23, (ii) the distribution of the Consideration Shares, and (iii) all transactions and steps
related or required to the Acquisition.
The assumptions made by the Company in preparing the forward-looking information contained in this news release,
which may prove to be incorrect, include, but are not limited to: (i) the expectations and beliefs of management; (ii)
the specific assumptions set forth above i n this news release; (iii) the Company will be able to reach an agreement
with CellCube with respect to the number of Consideration Shares to be issued in consideration for the Acquisition;
(iv) CellCube and the Company will negotiate a definitive agreement with respect to the Acquisition, and (v) that the
Company will have access to sufficient capital to fund its operations, including the operations of V23, if acquired.
Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that
may cause the actual results, performance or achievements of Regency to be materially different from those expressed
or implied by such forward-looking statements, including that Regency and CellCube may be unable to reach an
agreement, or any of the conditions identified as being required for the completion of the Acquisition, such as the
receipt of all requisite approvals including approvals from the TSXV or CSE, may not materialize.
Should one or more of these risks and uncert ainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in forward-looking statements. Accordingly, readers should
not place undue reliance on forward-looking statements. Forward-looking statements are made as of the date hereof
and accordingly are subject to change after such date. Regency does not undertake to update any forward-looking
statements that are included in this document, except in accordance with applicable securities laws.
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.