Royal Lifescience Corp. Announces Proposed Qualifying Transaction

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Royal Lifescience Corp. Announces Proposed Qualifying Transaction

July 14, 2017 TSX Venture Exchange Trading Symbol: RLS.H

Vancouver, BC – Royal Lifescience Corp. (NEX: “RLS.H”) (the "Company") ”), a Capital Pool Company pursuant to Policy 2.4 of the TSX Venture Exchange (the “TSXV”), is pleased to announce that it has entered into a Letter of Intent dated for reference July 14, 2017 (the “LOI”) with Slave Lake Zinc Corp. (“Slave Lake”) for the arm’s length acquisition of all of the issued and outstanding shares of Slave Lake (the “Transaction”). The Transaction is intended to be the Company’s Qualifying Transaction as that term is defined in TSXV Policy 2.4. Upon completion of the Transaction, it is expected that the Company will be listed as a Tier 2 Mining Issuer pursuant to the initial listing requirements of the TSXV.

Slave Lake is a private British Columbia company and is the recorded and beneficial owner of a 100% interest in and to the O’Connor Lake Project (the “Property”), which is located in the North West Territories about 195 kilometres south east of Yellowknife NWT. 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 BC Ltd. holds a 3.5% NSR 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 - Standards of Disclosure for Mineral Projects will be completed in conjunction with the Transaction.

The LOI contemplates that in consideration for the acquisition of all the issued and outstanding shares of Slave Lake, the Company will, subject to regulatory approval, issue to the shareholders of Slave Lake a total of 25,500,000 common shares of the Company at the deemed price of $0.20 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 fund the business plan and the meet the minimum listing requirements of the Exchange, (iv) TSXV 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 (the “Financings”) namely an initial offering of up to 800,000 common shares at a price of $0.15 per common share for aggregate gross proceeds of up to $120,000 as a “bridge” financing and a unit offering of up to 7,000,000 units at a price of $0.20 per unit, where each unit will consist of one common share and one share purchase warrant exercisable at $0.40 per common share for a two-year period, for aggregate gross proceeds of up to $1,400,000. The unit financing is intended to close concurrently with closing of the Transaction. Proceeds from the financings are intended to be used to fund further exploration on the Property and for general corporate purposes. Finder’s fees will be payable on each of the Financings, the terms of which will be announced once finalized.

Upon completion of the acquisition and subject to the approval of the TSXV, a finder’s fee of $160,000.00 (the “Finder’s Fee”) will be payable to Mr. Alnoor Nathoo, an arm’s length party. The Finder’s Fee will be payable by the issuance of 800,000 shares in the Company at a deemed price of $0.20 per share (being the price equal to the vend-in price of the Transaction).

In accordance with applicable securities legislation, all securities issued will be subject to a hold period of four months and a day from the date of issuance, which will be the date of completion of the Financing and the date of closing of the Transaction, respectively.

Upon completion of the Transaction, the Company’s board of directors is expected to consist of the following four directors: Mr. Ritch Wigham, Mr. Jas Rai, Mr. William Botham and Mr. Omar Mawji who is currently a director of the Company. The officers of the Company are expected to be Mr. Wigham, CEO; Mr. Rai, President, Mr. Glen MacDonald, COO; Mr. Peter Cummings, CFO; Mr. Minaz Dhanani, Secretary; and Mr. Max Braden, Government and Cultural Liaison Officer.

Mr. Rai worked for Global Securities Corp. as an investment advisor specializing in TSX Venture Exchange companies for 12 years prior to co-founding Slave Lake Zinc Corp. in 2016. Mr. Rai graduated from BCIT in marketing management in 2002.

Mr. Mawji is the CEO and founder of Turritopsis Investments Corporation and was previously an energy investment analyst at one of the largest resources hedge funds in Western Canada, Katusa Research and the KCR Fund in Vancouver. Mr. Mawji holds a Bachelor of Arts, Economics degree (2012) from the University of British Columbia.

Mr. Wigham was a registered professional investment advisor and commodity specialist for more than 30 years prior to co-founding Slave Lake Zinc Corp. Prior to becoming an investment advisor Mr. Wigham studied geological sciences for two years and worked as a geological assistant and prospector in the North West Territories and Saskatchewan.

Mr. Botham, a proposed director of the resulting issuer, was a property owner manager and developer with Botham Holdings Ltd. for 40 years, responsible for day-to-day operations as well as arranging for the purchase and sale of properties and all finance aspects of the company including arranging for mortgages on the properties. Mr. Botham has provided mortgage financing for real estate ventures in BC, Colorado and the State of Washington since 1972 and was a notary public in British Columbia from 1968 to 1986 when he resigned in good standing. Mr. Botham served as board member and chairman at St. John’s Private School in Vancouver from 1991 to 1998, was a director of Princess Louisa International Society from 1995 to 2011 and president of the same society from 1999 to 2004, and served on the executive of the Royal Vancouver Yacht Club from 1985 to 1988 and from 2000 to 2001 and as commodore (chairman) in 2001.

Mr. Macdonald, the proposed COO of the resulting issuer, is a self-employed geology consultant. Mr. Macdonald has a BSc. (1973) from the University of British Columbia and has been a member of the Alberta Professional Engineers, Geologists and Geophysicists Association since 1982 and of the British Columbia Association of Professional Engineers and Geoscientists since 1993. Mr. Macdonald designed, implemented and managed exploration and development projects (with budgets up to $2 million per season) for both major mining companies (Noranda Mines, AGIP) and junior companies. Mr. Macdonald has more than 30 years of experience as a director and/or officer of public companies including several companies that achieved full TSE listing while Mr. Macdonald was a director.

Mr. Cummings, the proposed CFO of the resulting issuer, is a retired chartered accountant with more than 25 years of experience as CFO of BC Hothouse Foods Inc. subsequently of the Houweling Nurseries Group as well as more than six years of public company experience as a director and CFO. Mr. Cummings holds a Bachelor of Commerce degree (1978) from the University of British Columbia.

The Company intends to seek an exemption from the Sponsorship Requirements of the TSXV.

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 TSXV may determine based on the satisfaction of certain requirements pursuant to TSXV Policy 2.4.

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.

About the Company

The Company is designated as a Capital Pool Company by the Exchange. The Company has not commenced commercial operations and has no assets other than cash. The only business of the Company is the identification and evaluation of assets or businesses with a view to completing a "Qualifying Transaction" in accordance with Exchange Policy 2.4 - Capital Pool Companies.

On behalf of the Board of Directors

“Minaz Dhanani”

Minaz Dhanani Chief Executive Officer, Chief Financial Officer, Director

For further information please contact:

Minaz Dhanani Telephone: (604) 783-7361

Cautionary Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction, the Financings, and the use of proceeds of the Financings. The information about Slave Lake and the Property contained in the press release has not been independently verified by the Company. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction, the Financing and associated transactions, that the ultimate terms of the Transaction, the Financing and associated transactions will differ from those that currently are contemplated, and that the Transaction, the Financing and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this press release are made as of the date of this release. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, Slave Lake, their securities, or their respective financial or operating results or (as applicable).

The Company common shares have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. 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 jurisdiction in which such offer, solicitation or sale would be unlawful.

Neither the TSX Venture Exchange not 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 release.