Royal Lifescience to acquire Slave Lake Zinc as QT
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 (firstname.lastname@example.org).
Minaz Dhanani, Deborah Lea Goldbloom, Omar Mawji
(RLS) Shares: 3,990,000