Royal Lifescience Corp. Announces Proposed Qualifying Transaction
ROYAL LIFESCIENCE CORP.
1780 – 400 Burrard Street
Vancouver, British Columbia V6B 3K1
NEWS RELEASE
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES
Royal Lifescience Corp. Announces Proposed Qualifying Transaction
July 14, 2017 TSX Venture Exchange
Trading Symbol: RLS.H
Vancouver, BC – Royal Lifescience Corp. (NEX: “RLS.H”) (the "Company") ”), a Capital Pool Company pursuant
to Policy 2.4 of the TSX Venture Exchange (the “TSXV”), is pleased to announce that it has entered into a Letter of
Intent dated for reference July 14, 2017 (the “LOI”) with Slave Lake Zinc Corp. (“Slave Lake”) for the arm’s length
acquisition of all of the issued and outstanding shares of Slave Lake (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.
Slave Lake is a private British Columbia company and is the recorded and beneficia l owner of a 100% interest in
and to the O’Connor Lake Project (the “Property”), which is located in the North West Territories about 195
kilometres south east of Yellowknife NWT. The Property consists of one non -surveyed mineral claim covering
approximately 465 acres that lies on the east shore of O’Connor Lake on NTS claim sheet 75E05. 1089621 BC Ltd.
holds a 3.5% NSR on the Property. The Property is at an early stage of exploration and does not currently have a
defined mineral resource and there is no as surance 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.
The LOI contemplates that in consideration for the acquisition of all the issued and outstanding shares of Slave Lake,
the Company will, subject to regulatory approval, issue to the shareholders of Slave Lake a total of 25,500,000
common shares of the Company at the deemed price of $0.20 per share.
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 Slave Lake; (iii) the
Company 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.
It is expected that the Company will complete two private placements (the “Financings”) namely an initial offering
of up to 800,000 common shares at a price of $0.15 per common share for aggregate gross proceeds of up to
$120,000 as a “bridge” financing and a unit offering of up to 7,000,000 units at a price of $0.20 per unit, where each
unit will consist of one common share and one share purchase warrant exercisable at $0.40 per common share for a
two-year period , for aggregate gross proceeds of up to $ 1,400,000. The unit financing is intended to close
concurrently with closing of the Transaction . Proceeds from the financings are intended to be used to fund further
exploration on the Property and for general corporate purposes. Finder’s fees will be payable on each of the
Financings, the terms of which will be announced once finalized.
Upon completion of the acquisition and s ubject to the approval of the TSXV, a finder’s fee of $ 160,000.00 (the
“Finder’s Fee”) will be payable to Mr. Alnoor Nathoo, an arm’s length party . The Finder’s Fee will be payable by
the issuance of 800,000 shares in the Company at a deemed price of $0. 20 per share (being the price equal to the
vend-in price of the Transaction).
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 issuance, which will be the date of completion of the Financing and the date of
closing of the Transaction, respectively.
ROYAL LIFESCIENCE CORP.
1780 – 400 Burrard Street
Vancouver, British Columbia V6B 3K1
Upon completion of the Transaction, the Company’s board of directors is expected to consist of the following four
directors: Mr. Ritch Wigham, Mr. Jas Rai, Mr. William Botham and Mr. Omar Mawji who is currently a director of
the Company. The officers of the Company are expected to be Mr. Wigham, CEO; Mr. Rai, President, Mr. Glen
MacDonald, COO; Mr. Peter Cummings, CFO; Mr. Minaz Dhanani, Secretary; and Mr. Max Braden, Government
and Cultural Liaison Officer.
Mr. Rai worked for Global Securities Corp. as an investment advisor specializing in TSX Venture Exchange
companies for 12 years prior to co -founding Slave Lake Zinc Corp. in 2016. Mr. Rai graduated from BCIT in
marketing management in 2002.
Mr. Mawji is the CEO and founder of Turritopsis Investments Corporation and was previously an energy investment
analyst at one of the largest resources hedge funds in Western Canada, Katusa Research and the KCR Fund in
Vancouver. Mr. Mawji holds a Bachelor of Arts, Economics degree (2012) from the University of British Columbia.
Mr. Wigham was a registered professional investment advisor and commodity specialist for more than 30 years prior
to co -founding Slave Lake Zinc Corp. Prior to becoming an invest ment advisor Mr. Wigham studied geological
sciences for two years and worked as a geological assistant and prospector in the North West Territories and
Saskatchewan.
Mr. Botham, a proposed director of the resulting issuer, was a property owner manager an d developer with Botham
Holdings Ltd. for 40 years, responsible for day -to-day operations as well as arranging for the purchase and sale of
properties and all finance aspects of the company including arranging for mortgages on the properties. Mr. Botham
has provided mortgage financing for real estate ventures in BC, Colorado and the State of Washington since 1972
and was a notary public in British Columbia from 1968 to 1986 when he resigned in good standing. Mr. Botham
served as board member and chairman at St. John’s Private School in Vancouver from 1991 to 1998, was a director
of Princess Louisa International Society from 1995 to 2011 and president of the same society from 1999 to 2004,
and served on the executive of the Royal Vancouver Yacht Club from 1985 to 1988 and from 2000 to 2001 and as
commodore (chairman) in 2001.
Mr. Macdonald, the proposed COO of the resulting issuer, is a self -employed geology consultant. Mr. Macdonald
has a BSc. (1973) from the University of British Columbia and has been a member of the Alberta Professional
Engineers, Geologists and Geophysicists Association since 1982 and of the British Columbia Association of
Professional Engineers and Geoscientists since 1993. Mr. Macdonald designed, implemented and managed
exploration and development projects (with budgets up to $2 million per season) for both major mining companies
(Noranda Mines, AGIP) and junior companies. Mr. Macdonald has more than 30 years of experience as a director
and/or officer of public companies including several companies that achieved full TSE listing while Mr. Macdonald
was a director.
Mr. Cummings, the proposed CFO of the resulting issuer, is a retired chartered accountant with more than 25 years
of experience as CFO of BC Hothouse Foods Inc. subsequ ently of the Houweling Nurseries Group as well as more
than six years of public company experience as a director and CFO. Mr. Cummings holds a Bachelor of Commerce
degree (1978) from the University of British Columbia.
The Company intends to seek an exemption from the Sponsorship Requirements of the TSXV.
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 satisf action 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 Slave Lake will be provided.
ROYAL LIFESCIENCE CORP.
1780 – 400 Burrard Street
Vancouver, British Columbia V6B 3K1
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 wit h 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
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 trans actions, including statements regarding the terms and conditions of
the Transaction, the Financings, and the use of proceeds of the Financing s. The information about Slave Lake 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 bee n
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 Financing and associated transactions, that the ultimate term s of the Transaction, the Financing and associated
transactions will differ from those that currently are contemplated, and that the Transaction, the Financing and associated
transactions will not be successfully completed for any reason (including the fai lure 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, Slave Lake, 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.