Royal Life­science to ac­quire Slave Lake Zinc as QT

Stockwatch Daily - - FRONT PAGE - Mr. Mi­naz Dhanani re­ports

ROYAL LIFE­SCIENCE Corp. has en­tered into a let­ter of in­tent with Slave Lake Zinc Corp. for the arm’s-lengt h ac­qui­si­tion of all of the is­sued and out­stand­ing shares of Slave Lake. The trans­ac­tion is in­tended to be the com­pany’s qual­i­fy­ing trans­ac­tion, it is ex­pected that the com­pany will be listed as a Tier 2 min­ing is­suer pur­suant to the ini­tial list­ing re­quire­ments of the TSX-V.

Slave Lake is a pri­vate B.C. com­pany and is the recorded and ben­e­fi­cial owner of a 100-per-cent in­ter­est in and to the O’Con­nor Lake project in the North­west Ter­ri­to­ries, about 195 kilo­me­tres south­east of Yel­lowknife. 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 B.C. Ltd. holds a 3.5-per-cent net smelter re­turn roy­alty 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 as­sur­ance 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, will be com­pleted in con­junc­tion with the trans­ac­tion.

The let­ter of in­tent con­tem­plates that, in con­sid­er­a­tion for the ac­qui­si­tion of all the is­sued and out­stand­ing shares of Slave Lake, the com­pany will is­sue to the share­hold­ers of Slave Lake a to­tal of 25.5 mil­lion com­mon shares of the com­pany at the deemed price of 20 cents 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 fi­nance the busi­ness plan and to meet the min­i­mum list­ing re­quire­ments of the ex­change; (iv) TSX-V 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, namely an ini­tial of­fer­ing of up to 800,000 com­mon shares at a price of 15 cents per com­mon share for to­tal gross pro­ceeds of up to $120,000 as a bridge fi­nanc­ing and a unit of­fer­ing of up to seven mil­lion units at a price of 20 cents per unit, where each unit will con­sist of one com­mon share and one share pur­chase war­rant ex­er­cis­able at 40 cents per com­mon share for a two-year pe­riod, for to­tal gross pro­ceeds of up to $1.4-mil­lion. The unit fi­nanc­ing is in­tended to close con­cur­rently with clos­ing of the trans­ac­tion. Pro­ceeds from the fi­nanc­ings are in­tended to be used to fi­nance fur­ther ex­plo­ration on the prop­erty and for gen­eral cor­po­rate pur­poses.

Upon com­ple­tion of the trans­ac­tion, the com­pany’s board of di­rec­tors is ex­pected to con­sist of the fol­low­ing four di­rec­tors: Ritch Wigham, Jas Rai, Wil­liam Botham and Omar Mawji, who is cur­rently a di­rec­tor of the com­pany. The of­fi­cers of the com­pany are ex­pected to be Ritch Wigham as chief ex­ec­u­tive of­fi­cer; Jas Rai as pres­i­dent; Glen Mac­Don­ald as chief op­er­at­ing of­fi­cer; Peter Cum­mings as chief fi­nan­cial of­fi­cer; Mi­naz Dhanani as sec­re­tary; and Max Braden as gov­ern­ment and cul­tural li­ai­son of­fi­cer.

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 TSX Ven­ture Ex­change may de­ter­mine. 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.

We seek Safe Har­bor.

Karen Bax­ter con­densed this news re­lease (karenb@stock­watch.com).

Mi­naz Dhanani, Deb­o­rah Lea Gold­bloom, Omar Mawji

(RLS) Shares: 3,990,000

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