Royal Lifescience Corp. Announces Update on Its 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 Update on Its Qualifying Transaction
May 31, 2018 NEX Board of the 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 “Exchange”), is pleased to announce that
further to its press release s dated November 22, 2017 , January 10, 2018 and May 2, 2018, the
shareholders of the Company approved all matters put before them at the annual and special shareholder
meeting of the Company held on May 30, 2018. Among other things, shareholders have approved the
previously announced amalgamation (the “QT”) between the Company and Rover Metals Corp.
(“Rover”) pursuant to which the Company will amalgamate with Rover under the Business Corporati ons
Act (British Columbia), to continue as an amalgamated British Columbia entity (the “Resulting Issuer”).
The Company was also advised that the shareholders of Rover approved, among other matters, the QT on
May 16, 2018.
The Company and Rover are pleased to announce that to date Rover has received subscriptions totaling
$1,386,878 pursuant to the Rover’s non -brokered private placement (the “Private Placement” )
consisting of ( i) 1,752,700 of units of Rover (the “ FT Units”) at a price of $0.14 per FT Un it for gross
proceeds of $245,378.00. Each FT Unit is comprised of one common share in the capital of Rover issued
on a flow -through basis in accordance with the provisions of the Income Tax Act (Canada) (the “FT
Shares”) and one non -flow-through common share purchase warrant (a “FT Warrant” ). Each FT
Warrant shall entitle the holder thereof to acquire an additional Common Share an exercise price of $0.28
for a period of 12 months following the date of issuance and at an exercise price of $0.56 for the period
commencing 12 months following the date of issuance and ending 24 months following the date of
issuance. Rover closed the first tranche of the FT Units Private Placement on December 31, 2017 and
issued a total of 1,377,000 FT Units for a total consideration of $192,780.00; (ii) 9,132,000 units of Rover
(the “CS Units”) at a price of $0.125 per CS Unit for gross proceeds of $1,141,500. Each CS Unit is
comprised of one common share in the capital of Rover (the “Common Shares”) and one common share
purchase warrant (a “CS Warrant” ). Each CS Warrant shall entitle the holder thereof to acquire an
additional Common Share an exercise price of $0.25 for a period of 12 months following the date of
issuance and at an ex ercise price of $0.50 for the period commencing 12 months following the date of
issuance and ending 24 months following the date of issuance. The Private Placement is expected to close
immediately prior to completion of the QT.
The QT remains subject to the final approval of the Exchange. Once final approval has been obtained, the
QT will constitute the Qualifying Transaction of the Company, as defined under the policies of the
Exchange. The Exchange has conditionally approved the QT on April 30, 2018.
Trading in the common shares of the Company will continue to remain halted and will recommence at
such time as the Exchange may determine based on the satisfaction of certain requirements pursuant to
the Exchange Policy 2.4.
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 with 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
Chief Executive Officer, Chief Financial Officer, Director
For further information please contact:
Minaz Dhanani
Telephone: (604) 783-7361
Cautionary Statements
All information contained in this news release with respect to the Company and Rover was supplied by
the parties, respectively, for inclusion herein, and the Company and its directors and officers have relied
on Rover for any information concerning Rover.
Completion of the QT is subject to a number of conditions, including but not limited to, Exchange final
acceptance and if applicable pursuant to Exchange requirements. There can be no assurance that the QT
will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the joint
information circular dated April 30, 2018 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 Company common shares have not been and will not be registered under the United St ates 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.
This news release contains forward -looking statements relating to the timing and completion of the QT
and other statements that are not historical facts. Forward -looking statements are often identified by
terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements
other than statements of historical fact, included in this release, including, without limitation, statements
regarding the QT and the future plans and objectives of the Company, are forward -looking statements
that involve risks and uncertainties. There can be no assurance that s uch statements will prove to be
accurate and actual results and future events could differ materially from those anticipated in such
statements. Important factors that could cause actual results to differ materially from the Company's
expectations include the failure to satisfy the conditions to completion of the QT set forth above and other
risks detailed from time to time in the filings made by the Company with securities regulations
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.