Royal Lifescience Corp. Announces Proposed Qualifying Transaction

300 – 576 Seymour Street Vancouver, British Columbia V6B 3K1

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ROYAL LIFESCIENCE CORP. ANNOUNCES PROPOSED QUALIFYING TRANSACTION

September 6, 2012 TSX Venture Exchange Trading Symbol: RLS.P

Vancouver, British Columbia – Royal Lifescience Corp. (the “Company”), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the “TSXV”), is pleased to announce that is has entered into a term-sheet dated August 31, 2012 (the “Term Sheet”) with Nanocrystal Technology Inc. (“Nanocrystal”) for the arm’s length acquisition of all of the issued and outstanding shares of Nanocrystal (the “Transaction”). The Transaction is intended to the Company’s Qualifying Transaction as that term is defined in TSXV Policy 2.4.

Although it is anticipated that the Company will acquire 100% of the Nanocrystal shares, the final structure of the Transaction will be determined having regard to the tax impact of the Transaction on the parties, regulatory requirements and other relevant considerations.

Nanocrystal, a private company incorporated under the laws of the British Virgin Islands, is engaged in the development and commercialization of a gallium nitride (GaN) nanostructure light-emitting diode and substrate technology (“Nanocrystal Technology”) for which the company holds certain patents and worldwide licenses. Light emitting diodes (LEDs) produce less carbon emission than conventional light bulbs and do not release any toxic gases into the environment. In addition, LED technology offers devices with a more compact and aesthetic design, longer operating lifetime and richer optical spectrum. The Nanocrystal Technology is designed to grow uniform GaN nanostructures with a pulsed MOCVD growth method which enables the use of GaN nanowires as an epitaxial material for LEDs that results in approximately 100,000-times lower defect density than what can be currently achieved. The Nanocrystal Technology purports to be a defect-free single crystal nano-rod as there are no catalysts or contaminants added in the manufacturing process eliminating stress (friction causing numerous nano cracks) at the corners of the confined material developed as the nano-rods grow to form each a single crystal. Nanocrystal believes that this novel epitaxial growth technique, coupled with an improved chip design of nanowire-array LEDs, will allow for the manufacture of LED devices that have higher performance and reliability, a longer lifetime and several times lower manufacturing costs compared to conventional technologies for high power LEDs.

Upon completion of the Transaction, it is expected that the Resulting Issuer will be a Research and Development Issuer under the policies of the TSXV engaged in the business of development and commercialization of defect-free GaN nanostructure light-emitting diodes and substrate technology.

The Term Sheet contemplates that in consideration for the acquisition of all the issued and outstanding shares of Nanocrystal, the Company will, subject to regulatory approval, issue to the shareholders of Nanocrystal 54,000,000 common shares of the Company at the deemed price of $0.35 per share.

Further details of the proposed transaction, including the proposed management and board of directors of the Resulting Issuer, will follow in future news releases once the particulars of the Transaction are finalized.

The closing of the Transaction is subject to a number of conditions, including: (i) completion of successful due diligence by the parties, (ii) 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, (iii) TSXV approval and (iv) shareholder approval, if required.

It is expected that the Company will complete a private placement (the “Financing”) of common shares of the Company at a price of $0.35 per common share (the “Financing Price”) for aggregate gross proceeds of up to $5,000,000 with an over-allotment option of an additional $2,000,000. The proceeds raised from the Financing will be used for general working capital purposes. The Company has retained Canaccord Genuity Corp. to act as the agent for the Financing.

Pursuant to a consulting agreement with Evans & Evans, Inc. in connection with the Transaction, Nanocrystal has agreed to pay a consulting fee of $210,000 to Evans & Evans payable after giving effect to the Qualifying Transaction with the payment of 60% of the fee in cash and the remaining 40% by the issuance of shares at a deemed price of $0.35 per share being the price equal to the vend-in price of the Transaction. The shares shall be subject any hold periods required by applicable securities legislation.

The Company intends to seek an exemption from the Sponsorship Requirements of the Exchange.

Trading in the common shares of the Company remains halted in connection with the dissemination of this News Release and will recommence at such time as the TSXV may determine based on the satisfaction 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 Nanocrystal will be provided.

On behalf of the Board of Directors

“Craig D. Thomas”

Craig D. Thomas Chief Executive Officer Chief Financial Officer Director

For further information please contact:

Craig D. Thomas Telephone: (604) 688-6775

The information in this news release regarding Nanocrystal and its management has been provided to the Company by Nanocrystal and has not been independently verified by the Company.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties, including, without limitation, the risk that: (a) the Transaction may not be completed for any reason whatsoever, (b) the business of the resulting may differ from the intended business stated in this news release, (c) the Company may not be able to complete the Financing as stated or at all, (d) the cash and cash equivalents of the Company and the Net Tangible Assets of the Company may be less than expected on closing, (e) the TSXV may not approve the Transaction or any of the other transactions contemplated by the Term Sheet and (g) if shareholder approval is required, the shareholders may not approve the Transaction or any of the transactions contemplated by the Term Sheet. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although the Company and Nancocrystal believe that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, the Company and Nanocrystal disclaim any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.

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.