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
November 22, 2017 NEX
Trading Symbol: RLS.H
Vancouver, BC – Royal Lifescience Corp. (NEX: “RLS.H”) (the "Company") ”), 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 letter of intent dated November 15, 2017 (the “LOI”) with Rover Metals Corp . (“Rover”)
for the arm’s length acquisition of all of the issued and outstanding shares of Rover (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.
Rover is a private British Columbia company that holds an option to acquire a 100% interest in and to the
Up Town Gold Project (the “Option” and the “Property” respectively), which is located in Yellowknife,
NWT. The Property consists of six claims covering 3,227 hectares and borders the west side of the
historic Giant Mine leases. The Property centre is approximately 6km north from downtown Yellowknife,
and adjoins TerraX Minerals’ Yellowknife City Gold Property. The Property is road accessible year
round via the Ingraham Trail (Territorial Highway 4) which runs through the eastern portion of the claims.
Gold was discovere d on the Property in 1960 and two targets were explored intensively from 1963 to
1966. Small scale high grade mining was conducted at the Rod Vein in 1979. In 2011, the Property was
re-staked by Panarc Resources Ltd. and since then has been explored by Panarc, Manson Creek Resources
Ltd. and North Sur Resources Ltd. who mapped, sampled, conducted geophysical surveys and drilled nine
shallow (Winkie) drill holes into three of the targets. Silver Range Resources Ltd. purchased the Property
in 2016 and complet ed systematic property -wide lithogeochemical sampling, alteration mapping and
airborne total magnetic field and radiometric surveys p rior to optioning the Property to Rover. The
Property is at an early stage of exploration and does not currently have a def ined mineral resource and
there is no assurance that an economic deposit will be discovered on the Property. An i ndependent
geological report of the Property prepared in accordance with National Instrument 43 -101 - Standards of
Disclosure for Mineral Proje cts will be completed in conjunction with the Transaction. Upon exercise of
the Option, the Property is expected to be subject to a 2% NSR in favour of Silver Range Resources Ltd. ,
which may be purchased for CAD$1,000,000 prior to commencing production.
It is expected that Rover will complete a non -brokered private placement the (“Private Placement”) of
up to $2,000,000. The Private Placement shall consist of: (i) up to $900,000 worth of units of Rover at a
price of $0.125 per unit (the “Units”). Each Uni t will be comprised of one common share and one
common share purchase warrant (the “Common Warrants ”). Each Common Warrant shall have a life of
two years from the date of issuance and an exercise price of $0.25 in year one and an exercise price of
$0.50 in year two; and (ii) $1,100,000 worth of Units and flow -through units of Rover (the “Flow -
through Units”) at a price of $0.14 per Flow -through Unit. Each Flow -through Unit shall be comprised
of one flow -through common share and one non-flow-through common s hare purchase warrant (the
“Non-flow-through Warrants”). Each Non-flow-through Warrant shall have a two year life from the date
of issuance and an exercise price of $0.28 in year one and an exercise price of $0.56 in year two. There
is no minimum or maximum dollar value placement requirement or ratio requirement to the Units for the
Flow-through Units. Proceeds from the Private Placement are intended to be used to fund further
ROYAL LIFESCIENCE CORP.
1780 – 400 Burrard Street
Vancouver, British Columbia V6B 3K1
exploration on the Property and for general corporate purposes. There will be fin der's fees payable on
this financing, the terms of which will be announced once finalized.
The LOI contemplates that in consideration for the acquisition of all the issued and outstanding shares of
Rover, the Company will, subject to regulatory approval, i ssue to the shareholders of Rover 31,000,000
common shares of the Company at the deemed price of $0.125 per share plus all securities to be issued by
Rover pursuant to the Private Placement. In addition, the Company will exchange a total of 8,785,325
currently outstanding Rover share purchase warrants for the Company’s warrants on a 1:1 basis.
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 defini tive agreement between the Company and
Rover; (iii) Rover 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) shareho lder approval, if required; and (vi) receipt of a satisfactory title opinion with respect to the
Property.
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 completion of the Private Placement and Transaction, respectively.
Upon completion of the Transaction, the Company’s board of directors is expected to consist of the
following five directors: Keith Minty, Salim Tharani, Judson Culter, Louis Covello, and Bruce Pridmore.
The officers of the Company are expected to be Judson Culter, CEO & CFO, Keith Minty, President, Ron
Woo, COO, and Raul Sanabria, VP Exploration.
Keith Minty, P.Eng, MBA | President, Director
Mr. Minty obtained a B.Sc. in Mining Engine ering from Queen’s University, Kingston Ontario, Canada
in 1978. He has over 26 years of open pit and underground mine operational and project development
experience in North America, Central America and in Africa. From 2008 to 2013, Mr. Minty was the
Chief Operating Officer at Thani Dubai Mining (“Thani”) where he was responsible for all project
exploration and operation activities in Yemen and Egypt as well as new business development activities.
Prior to joining Thani, he was the South African country ma nager for Hunter Dickinson. Mr. Minty has
also served on the board of directors of Asanko Gold and Oremex Silver and served as COO at Aurvista
Gold. He currently serves on the boards of Auryn Resources, and Callinex Mines.
Louis Covello, P.Geo | Director
Lou Covello is an independent consulting geologist to the exploration industry. His professional
experience spans more than 4 decades, and includes serving as President and a Director for Aurora
Geosciences and its' predecessor, Covello, Bryan and Associa tes. He has worked as a professional
geologist throughout Canada, in Australia, the United States, Southeast Asia and Russia. He is a member
and past President of the NWT and Nunavut Chamber of Mines as well a member of the NWT and
Nunavut Association of P rofessional Engineers and Geoscientists, the Canadian Institute of Mining,
Metallurgy and Petroleum and the Geological Association of Canada.
Judson Culter, CPA, CA, CPA(WA) | CEO, CFO, Director
Mr. Culter has over ten years of international accounting, finance, audit, and capital markets experience.
He has helped to raise over $20MM in private and public financings for start -ups and growth orientated
companies in the Pacific Northwest, Asia Pacific, and South America. He has taken several mineral
resource companies public, most recently the Dolly Varden Silver project (TSXV: DV), whereby he also
managed the exploration drill program (pre-Hecla Mining investment).
ROYAL LIFESCIENCE CORP.
1780 – 400 Burrard Street
Vancouver, British Columbia V6B 3K1
Salim Tharani | Director
Mr. Tharani has held top executive positions for Western and Russia n conglomerates generating income
of US$250 million to US$2.5 billion; has also raised over US$1.3 billion through project financing, debt
financing, private equity, venture capital and synthetic instruments; successfully integrated and executed
over 88 M& A and LBO transactions with an aggregate value over US$800 million; holds a Bachelor of
Arts Degree from Simon Fraser University.
Bruce Pridmore, MBA, B.Sc. | Director
Mr. Pridmore has spent over 30 years in the business of natural resource and technology start-ups. From
1992 to 2005 he worked for the National Research Council of Canada (NRC) and served as Executive
Director for the Pacific Asia region from 1996 to 2005 for which he has instrumental in the financing of
more than 500 companies.
Ron Woo, P.Eng, MBA, PMP | COO
Mr. Woo is a mining engineer with 13 years of experience in mine operations, mine development and
project engineering. Most recently, Mr. Woo served as the Project Manager and Technical Services
Manager with Ledcor Contractors. He has a lso held senior engineering positions with Walter Energy
(formerly Western Canadian Coal), Nyrstar (formerly Farallon Mining), Hunter Dickinson Inc. and
Shambhala Gold. Mr. Woo graduated from McGill University with a Bachelor of Engineering (Mining)
and Bachelor of Science (Computer Science).
Raul Sanabria, P.Geo, EuroGeol., M.Sc. | VP Exploration
Raul has more than 16 years of progressive experience in the mining and exploration industry worldwide,
having worked in Europe, West Africa, Canada and in seve ral countries of Central and South America
mainly in precious metals Most recently, he held the positions of Chief Geologist for Red Eagle
Exploration (a subsidiary of Red Eagle Mining, Colombia), VP Exploration of American Creek
Resources, G4G Resources, Northern Iron Corp, and Principal Geologist and CEO for Condor Precious
Metals Inc. Raul is also an early mover in private mining projects such as Sociedad Minera Malabar in
Colombia, where he is mining high grade gold at small scale along with toll milling operations.
The Company intends to seek an exemption from the Sponsorship Requirements of the TSXV.
Further details of the proposed transaction, including the proposed management and board of directors of
the Company upon completion of the Transactio n, will follow in future news releases once the particulars
of the Transaction are finalized.
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
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 Rover will be provided.
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 eval uation of assets or businesses with a view to completing a "Qualifying
Transaction" in accordance with Exchange Policy 2.4 - Capital Pool Companies.
ROYAL LIFESCIENCE CORP.
1780 – 400 Burrard Street
Vancouver, British Columbia V6B 3K1
On behalf of the Board of Directors
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 th e Transaction and associated transactions, including
statements regarding the terms and conditions of the Transaction, the Private Placement, and the use of
proceeds of the Private Placement. The information about Rover and the Property contained in the pr ess
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 been considered appropri ate 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 Private Placement and associated transactions, that the ultimate
terms of the Transaction, the Private Placement and associated transactions will differ from those that
currently are contemplated, and that the Transaction, the Private Placement and associated transactions
will not be successfully completed for any reason (including the failure 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 obl igation to comment on analyses, expectations or statements
made by third -parties in respect of the Company, Rover, their securities, or their respective financial or
operating results or (as applicable).
The Company common shares have not been and will no t 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 offe r 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.