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 public announcement.
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 release.
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