VANCOUVER, Nov. 4, 2013 /CNW/ - Royce Resources Corp. ("Royce" or the "Company") (TSXV: ROY.H) announces that it will proceed with its proposed share consolidation
(the "Consolidation"), as announced in its news release dated September
18, 2013, on the basis of ten (10) pre-Consolidation common shares for
one (1) post-Consolidation common share. The Consolidation was approved
by the Company's shareholders at its Annual General and Special Meeting
held on October 17, 2013, and will be effective at the open of the
market on Tuesday, November 5, 2013 (the "Effective Date").
As at the Effective Date, the Company will have approximately 10,029,061
common shares issued and outstanding. The Company will not change its
name as part of the Consolidation but will issue new share certificates
under a new CUSIP number, which is 78081X 20 4. The Company's common
shares will continue to trade on the NEX Board of the TSX Venture
Exchange under its current symbol "ROY.H". Registered shareholders
will receive a letter of transmittal from Computershare Investor
Services Inc., the Company's transfer agent, with information on how to
replace their old share certificates with the new share certificates.
Brokerage firms will handle the replacement of share certificates on
behalf of their shareholders' accounts.
The Company further announces that at the Meeting its shareholders voted
to adopt amendments to the Company's Articles to include advance notice
provisions (the "Advance Notice Provisions").
The Advance Notice Provisions include, among other things, a provision
that requires advance notice be given to the Company in circumstances
where nomination of persons for election to the Board are made by
shareholders of the Company.
The Advance Notice Provisions set a deadline by which shareholders must
submit nominations (a "Notice") for the election of directors to the
Company prior to any annual or special meeting of shareholders. The
Advance Notice Provisions also set forth the information that a
shareholder must include in the Notice to the Company, and establish
the form in which the shareholder must submit the Notice for that
notice to be in proper written form.
In the case of an annual meeting of shareholders, a Notice must be
provided to the Company not less than 30 days and not more than 65 days
prior to the date of the annual meeting. However, in the event that
the annual meeting is to be held on a date that is less than 50 days
after the date on which the first public announcement of the date of
the annual meeting was made, a Notice must be provided to the Company
not later than the close of business on the 10th day following such
In the case of a special meeting of shareholders (which is not also an
annual meeting) notice to the Company must be made not later than the
close of business on the 15th day following the day on which the first
public announcement of the date of the special meeting was made.
A copy of the Company's amended Articles containing the Advance Notice
Provisions is available under the Company's profile on SEDAR at www.sedar.com.
ON BEHALF OF THE BOARD OF DIRECTORS
Chief Executive Officer and Director
Neither the TSX Venture Exchange nor 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 news
This news release includes forward-looking statements that are subject
to risks and uncertainties. All statements within, other than
statements of historical fact, are to be considered forward looking.
Although the Company believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions, such
statements are not guarantees of future performance and actual results
or developments may differ materially from those in forward-looking
statements. Factors that could cause actual results to differ
materially from those in forward-looking statements include market
prices, exploitation and exploration successes, continued availability
of capital and financing, and general economic, market or business
conditions. There can be no assurances that such statements will prove
accurate and, therefore, readers are advised to rely on their own
evaluation of such uncertainties. We do not assume any obligation to
update any forward-looking statements. This news release does not
constitute an offer to sell or a solicitation of an offer to sell any
securities in the United States. The securities have not been and will
not be registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") or any state securities laws and
may not be offered or sold within the United States or to U.S. Persons
unless registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is available.
SOURCE: Royce Resources Corp.
For further information:
Kristen Reinertson, Chief Financial Officer
Tel: (604) 609-6110