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Royce Resources Corp (2)
Symbol ROY
Shares Issued 28,125,732
Close 2015-09-24 C$ 0.065
Market Cap C$ 1,828,173
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Royce acquires NSP claims, changes name to Lithium X

2015-11-26 19:21 ET - News Release

Mr. Brian Paes-Braga reports

LITHIUM X ENERGY CORP. COMPLETES ACQUISITION OF NSP LITHIUM CLAIMS

Lithium X Energy Corp. has completed its reactivation pursuant to which it has acquired the option to acquire a 100-per-cent interest in the NSP lithium claims in Nevada from Clayton Valley Lithium Inc. and has changed its name from Royce Resources Corp. to Lithium X Energy.

The reactivation was effected pursuant to an amalgamation agreement among Lithium X, 1045564 B.C. Ltd. and 1054527, a wholly owned subsidiary of Lithium X, dated Nov. 5, 2015. Management of the company now comprises Paul Matysek as executive chairman, Brian Paes-Braga as president and chief executive officer, and Daniel Kriznic as chief financial officer. The board of directors of the company comprises Mr. Matysek, Mr. Paes-Braga, Geir Liland, Harry Pokrandt and Robert McLeod.

The company's common shares are expected to commence trading on the TSX Venture Exchange under the ticker symbol LIX on Nov. 30, 2015. For additional information on the NSP lithium claims and the option, please see the company's news release dated Oct. 2, 2015.

Pursuant to the amalgamation agreement, Lithium X issued a total of five million common shares to the shareholders of 1045564. In addition, Lithium X issued one million common shares and paid $100,000 (U.S.) to Clayton Valley Lithium, as required by the option agreement dated Nov. 5, 2015, and issued 400,000 common shares to Fiore Management and Advisory Corp. The company also completed a private placement of 11,696,669 common shares at 15 cents per share for gross proceeds of $1,754,500. The company has also granted 1.89 million stock options to certain directors, officers and consultants of the company, exercisable for a period of 10 years at 15 cents per share.

The company now has 28,125,732 common shares issued and outstanding, and options to acquire 2,805,000 common shares.

Pursuant to the terms of a Tier 2 value security agreement among the company, Computershare Investor Services Inc. and certain securityholders, a total of five million common shares have been placed in escrow, whereby 10 per cent will be released immediately upon the issuance of the TSX-V bulletin evidencing final acceptance of the reactivation and the balance of such securities will be released in equal tranches of 15 per cent every six months thereafter. The common shares issued pursuant to the private placement are subject to a four-month hold period expiring March 27, 2015.

Following the amalgamation agreement and the private placement, Frank Giustra, Fiore Financial Corp. (a company owned and controlled by Mr. Giustra), the Radcliffe Foundation (a charitable organization controlled by Mr. Giustra) and the Radcliffe Corporation (a company owned and controlled by Mr. Giustra) own, in total, 3.17 million common shares, representing approximately 11.27 per cent of the current issued and outstanding shares of the company. As well, Mr. Paes-Braga will own three million common shares, representing approximately 10.67 per cent of the current issued and outstanding shares of the company, and would own 3,271,000 common shares, representing approximately 11.52 per cent on a partially diluted basis, assuming exercise of 271,000 stock options.

We seek Safe Harbor.

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