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*(Previously named Royal Lifescience Corp.)
VANCOUVER, June 26, 2018 /CNW/ - Rover Metals Corp. (TSX.V: ROVR - the "Company" or the "Resulting Issuer"), is pleased to announce it has obtained a public listing for its securities on the TSX Venture Exchange (the "Exchange") following closing of the Qualifying Transaction (as defined in Exchange policies) involving Royal Lifescience Corp. ("RLS") and Rover Metals Corp. ("Rover"). As a result, the Company will be listed as a Tier 2 issuer on the Exchange. In conjunction with the Qualifying Transaction, Rover raised $1,520,553 through a non-brokered private placement financing (the "Financing").
Trading in the shares of the Resulting Issuer is expected to commence under the symbol "ROVR" following the issuance of the Exchange's final bulletin in respect of the Qualifying Transaction, on or about June 29, 2018.
As previously announced, the Qualifying Transaction involved the arm's length amalgamation of RLS and Rover pursuant to the provisions of the Business Corporations Act (British Columbia) (the "Amalgamation") to continue as a new company called "Rover Metals Corp.". Each common share in the capital of Rover (the "Rover Shares") and the capital of RLS (the "RLS Shares") that were outstanding immediately prior to the Amalgamation were converted into one (1) common share in the capital of the Resulting Issuer (the "Resulting Issuer Shares"), respectively. Upon completion of the Amalgamation and the Financing, former holders of RLS Shares hold, in the aggregate 3,990,000 Resulting Issuer Shares representing approximately 8.50% of the outstanding Resulting Issuer Shares and the former holders of Rover Shares hold, in the aggregate 42,936,785 Resulting Issuer Shares representing approximately 91.50% of the outstanding Resulting Issuer Shares.
As a result of the foregoing, the Resulting Issuer has an aggregate of 46,926,785 common shares issued and outstanding.
Directors and Officers of the Company
The board of directors of the Company consists of: Judson Culter, Keith Minty, Eugene Hodgson, Louis Covello and Salim Tharani. The management team of the Company is comprised of Judson Culter, Chief Executive Officer and Corporate Secretary, Keith Minty, President and Chief Financial Officer, Raul Sanabria, VP Exploration and Ronald Woo, Chief Operating Officer.
Closing of the Financing
In connection with the completion of the Amalgamation, Rover completed a non-brokered private placement of 10,039,800 units (the "CS Units") at an issue price of $0.125 per unit for aggregate gross proceeds of $1,254,975. Each CS Unit being comprised of one Rover Share and one common share purchase warrant (a "CS Warrant"). Each CS Warrant entitles the holder to acquire an additional Rover Share at a purchase price of $0.25 for a period of 12 months following the date of issuance and at an exercise price of $0.50 for the period commencing 12 months following the date of issuance and ending 24 months following the date of issuance. Rover also completed a non-brokered private placement of 1,896,985 units (the "FT Units") at an issue price of $0.14 per unit for aggregate gross proceeds of $265,578. Each FT Unit being comprised of one Rover Share issued on a flow-through basis in accordance with the provisions of the Income Tax Act (Canada) and one common share purchase warrant (a "FS Warrant"). Each FT Warrant entitles the holder to acquire an additional Rover Share (issued on a non-flow-through basis) at a purchase 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.
Proceeds of the Financing are anticipated to be used to fund the Resulting Issuer's exploration program and for working capital and other general corporate purposes.
Upon completion of the Amalgamation, R. Bruce Pridmore of Suite 299/115 Sukumvit Living Town, Sukumvit 21, Bangkok Thailand, beneficially owns or has control over 8,068,240 Resulting Issuer Shares representing 17.08% of the issued and outstanding Resulting Issuer Shares.
Upon completion of the Amalgamation, Judson Culter of 163 – 1675 Penticton Avenue, Penticton, British Columbia V2A 9E2, an officer and director of the Company, beneficially owns or has control over 5,000,000 Resulting Issuer Shares representing 10.59% of the issued and outstanding Resulting Issuer Shares.
A copy of the early warning reports filed pursuant to National Instrument 62-103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues will be filed under the Resulting Issuer's profile on the SEDAR website at www.sedar.com.
ON BEHALF OF THE BOARD OF DIRECTORS:
Chief Executive Officer and Director
Disclaimer for Forward-Looking Information
This press release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release includes information relating to the date when shares of the Company are expected to commence trading through the facilities of the Exchange and the anticipated uses of the proceeds of the Financing. Such statements and information reflect the current view of the Company. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE BUFFALO MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. 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 state in which such offer, solicitation or sale would be unlawful.
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 press release.
SOURCE Rover Metals Corp.
For further information: Judson Culter, Email: [email protected], Phone: (604) 449-5347