ROVER METALS CORP.* ANNOUNCES STOCK EXCHANGE LISTING (TSXV: ROVR) AND CLOSING OF QUALIFYING TRANSACTION *(Previously named Royal Lifescience Corp.)
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.
ROVER METALS CORP.* ANNOUNCES STOCK EXCHANGE LISTING (TSXV: ROVR) AND
CLOSING OF QUALIFYING TRANSACTION
*(Previously named Royal Lifescience Corp.)
June 26, 2018, Vancouver, British Columbia : Rover Metals Corp . (TSX.V: ROVR - the "Company" or
the "Resulting Issuer"), is pleased to announce it has obtained a public listing for its securities on
the TSX Venture Exchange (the "Exchange") following clo sing of the Qualifying Transaction (as
defined in Exchange policies) involving Royal Lifescience Corp . (“ RLS”) and Rover Metals Corp.
(“Rover”). As a result, the Company will be listed as a Tier 2 issuer on the Exchange. In conjunction
with the Qualifying Transaction, Rover raised $1,520,553 through a non-brokered private placement
financing (the “Financing”).
Trading in the shares of the Resulting Issuer is expected to commence under the symbol “ ROVR”
following the issuance of the Exchange’s final bulletin in respect of the Qualifying Transaction, on or
about June 29, 2018.
Transaction Details
As previously announced, the Qualifying Transaction involved the arm's length amalgamation of RLS
and Rover pursuant to the provisions of the Business Corporations Act (British Columbia) (the
“Amalgamation”) to continue as a new company called “Rover Metals Corp.”. Each common share
in the capital of Rover (the “ Rover Shares”) and the capital of RLS (the “ RLS Shares ”) that were
outstanding immediately prior to the Amalgamation were converted into one (1) common share in
the capital of the Resulting Issuer (the “Resulting Issuer Shares”), respectively. Upon completion of
the Amalgamation and the Financing, former holders of RLS Shares hold, in the aggregate 3,990,000
Resulting Issuer Shares representing approximately 8.50% of the outstanding Resulting Issuer Shares
and the former holder s of Rover Shares hold, in the aggregate 42,936,785 Resulting Issuer Shares
representing approximately 91.50% of the outstanding Resulting Issuer Shares.
As a result of the foregoing, the Resulting Issuer has an aggregate of 46,926,785 common shares
issued and outstanding.
Directors and Officers of the Company
The board of dir ectors of the Company consists of: Judson Culter, Keith Minty, Eugene Hodgson,
Louis Covello and Salim Tharani . The management team of the Company is comprised of Judson
Culter, Chief Executive Officer and Corporate Secretary , Keith Minty , President and Chief Financial
Officer, Raul Sanabria, VP Exploration and Ronald Woo, Chief Operating Officer.
Closing of the Financing
In connection with the completion of the Amalgamation, Rover completed a non-brokered private
placement of 10,039,800 units (the “ CS Units”) at an issue price of $0. 125 per unit for aggregate
gross proceeds of $1,254,975. Each CS Unit being comprised of one Rover Share and one common
share purchase warrant (a “ CS Warrant”). Each CS Warrant entitles the holder to acquire an
additional Rover Share at a purchase price of $0.25 for a period of 12 months following the date of
issuance and at an exercise price of $0.50 for the period commencing 12 months following the date
of issuance and ending 24 months following the date of issuance . Rov er also completed a non -
brokered private placement of 1,896,985 units (the “FT Units”) at an issue price of $0.14 per unit for
aggregate gross proceeds of $265,578. Each FT Unit being comprised of one Rover Share issued on a
flow-through basis in accordan ce with the provisions of the Income Tax Act (Canada) and one
common share purchase warrant (a “ FS Warrant”). Each FT Warrant entitles the holder to acquire
an additional Rover Share (issued on a non -flow-through basis) at a purchase price of $0. 28 for a
period of 12 months following the date of issuance and at an exercise price of $0.5 6 for the period
commencing 12 months following the date of issuance and ending 24 months following the date of
issuance.
Proceeds of the Financing are anticipated to be used to fund the Resulting Issuer’s exploration
program and for working capital and other general corporate purposes.
Early Warning
Upon completion of the Amalgamation, R. Bruce Pridmore of Suite 299/115 Sukumvit Living Town,
Sukumvit 21, Bangkok Th ailand, beneficially owns or has control over 8,068,240 Resulting Issuer
Shares representing 17.08% of the issued and outstanding Resulting Issuer Shares.
Upon completion of the Amalgamation, Judson Culter of 163 – 1675 Penticton Avenue , Penticton,
British Columbia V2A 9E2, an officer and director of the Company, beneficially owns or has control
over 5,000,000 Resulting Issuer Shares representing 10.59% of the issued and outstanding Resulting
Issuer Shares.
A copy of the early w arning reports filed pursuant to National Instrument 62-103 The Early Warning
System and Related Take Over Bids and Insider Reporting Issues will be filed under the Resulting
Issuer’s profile on the SEDAR website at www.sedar.com.
ON BEHALF OF THE BOARD OF DIRECTORS:
Judson Culter
Chief Executive Officer and Director
For further information please contact:
Judson Culter
Email: [email protected]
Phone: (604) 449-5347
Disclaimer for Forward-Looking Information
This press release cont ains forward-looking statements and information that are based on the beliefs
of management and reflect the Company’s current expectations. When used in this press release, the
words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan" , "predict", "may" or
"should" and the negative of these words or such variations thereon or comparable terminology are
intended to identify forward-looking statements and information. The forward-looking statements and
information in this press release includes information relating to the date when shares of the Company
are expected to commence trading through the facilities of the Exchange and the anticipated uses of
the proceeds of the Financing . Such statements and information reflect the current view o f the
Company. Risks and uncertainties that may cause actual results to differ materially from those
contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other
factors which may cause our actual results, performance or achievements, or other future events, to
be materially different from any future results, performance or achievements expressed or implied by
such forward-looking statements.
THE FO RWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE
EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS
SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON
FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY
OTHER DATE. WHILE BUFFALO MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS
INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE
LAWS.
This press release is not an offer of the securities for sale in the United States. The securities have not
been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in
the United States absent registration or an exemption from registration. 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 state in which such offer, solicitation or sale would be unlawful.
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 press
release.