Royal Acquisition Corp.
TSX VENTURE : RAZ.P

Invicta Energy Ltd.

November 11, 2010 07:30 ET

Royal Acquisition Corp. and Invicta Energy Ltd. Announce Completion of Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - Nov. 11, 2010) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS

ROYAL ACQUISITION CORP. ("Royal") (TSX VENTURE:RAZ.P) is pleased to announce the completion of its proposed qualifying transaction (the "Qualifying Transaction") with Invicta Energy Ltd. ("Invicta").

Pursuant to the Qualifying Transaction, among other things: (i) the outstanding common shares of Invicta were exchanged for an aggregate of 27,645,016 common shares of Royal ("Royal Shares"); (ii) the outstanding common share purchase warrants of Invicta were exchanged for an aggregate of 11,129,730 common share purchase warrants of Royal ("Royal Warrants"), each Royal Warrant entitling the holder thereof to acquire one (1) Royal Share at an exercise price of $0.21 until May 31, 2010 or June 17, 2010, as the case may be; and (iii) the shareholders of Royal received an aggregate of 8,000,000 common share purchase warrants of Royal ("Royal Shareholder Warrants"), each Royal Shareholder Warrant entitling the holder thereof to acquire one (1) Royal Share at an exercise price of $0.30 until November 10, 2012.

In connection with the completion of the Qualifying Transaction, the 965,971 common share subscription receipts and the 1,363,635 flow-through common share subscription receipts of Invicta that were issued at prices of $1.20 and $1.32, respectively, on October 21, 2010 (the "Invicta Private Placement") were each exchanged, for no additional consideration, into one common share of Invicta, and subsequently, into 7.089 Royal Shares (subject to rounding). The net proceeds of the Invicta Private Placement were also released from escrow to Invicta on November 10, 2010.

Subject to final TSX Venture Exchange acceptance, Royal will operate as a Tier 2 Oil and Gas Issuer listed on the TSX Venture Exchange and the trading symbol of Royal will change from RAZ.P to VCA upon the name change to "Invicta Energy Corp." being effected. Trading in Royal will remain halted until the TSX Venture Exchange issues the final bulletin in connection with the Qualifying Transaction. Royal expects that the TSX Venture Exchange's final bulletin will be issued in the week of November 15, 2010 and trading is expected to begin shortly thereafter.

About Royal

Royal is a junior oil and gas exploration company headquartered in Calgary, Alberta. Royal's operations are focused on exploring and developing Viking light oil opportunities on lands in Kindersley, Saskatchewan and Redwater Alberta.

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 release.

Contact Information

  • Royal Acquisition Corp.
    Gordon Reese
    President and CEO
    (403) 265-8890