(TSXV: ROY.H)
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
"Geir Liland"
Geir Liland,
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.