Royce Resources Corporation: Signs Letter Agreement for Clayton Valley Lithium Property

VANCOUVER, October 2, 2015 - Royce Resources Corp. (TSX-V: ROY.H) ("Royce" or the "Company") is pleased to announce that it has signed a letter agreement ("LOI") with 1045564 B.C. Ltd. ("1045564") effective October 1, 2015, relating to an acquisition by Royce of all the issued and outstanding securities of 1045564 from the shareholders thereof (the "Transaction"). 1045564 is a privately held company led by Brian-Paes Braga that holds an option to acquire the NSP Lithium Claim Group from Clayton Valley Lithium Inc. ("Clayton Valley").


Transaction Summary

The Transaction is expected to be effected by way of a share purchase agreement or similar transaction whereby the shareholders of 1045564 (the "Shareholders") will transfer all of the issued and outstanding shares of 1045564 to Royce in consideration for the issuance of 5,000,000 common shares of Royce to the Shareholders, resulting in 1045564 becoming a wholly owned subsidiary of Royce.

1045564 has an option (the "Option") to acquire a 100% interest in the NSP Lithium Claim Group (the "Property") from Clayton Valley Lithium Inc., a privately held arm's length company. 1045564 has paid a non-refundable deposit of US$40,000 to Clayton Valley. On the Closing Date Royce must pay US$100,000 and issue 1,000,000 common shares to Clayton Valley. In addition, in order to exercise the option and earn the 100% interest in the Property, Royce must:

a) pay US$250,000 in cash to Clayton Valley on each of the first, second, third and fourth anniversaries of the Closing Date;

b) issue to Clayton Valley, on each of the first, second, third and fourth anniversaries of the Closing Date that number of common shares in four equal tranches (less the 1,000,000 common shares issued on the Closing Date) as shall represent, in the aggregate, 9.9% of the outstanding common shares of Royce as at the Closing Date;

c) incur a minimum of US$4,500,000 on exploration expenditures on the Property over a three year period and deliver a pre-feasibility study on the Property by no later than the fourth anniversary of the Closing Date.


On Closing it is anticipated that Royce will have approximately 22,329,063 shares outstanding. The annual share payments referenced in (b) above will therefore be approximately 302,644 shares each.

In addition, Royce has agreed to issue an additional 1,000,000 common shares to Clayton Valley upon completion of a inferred resource calculation that confirms the presence on the Property of a minimum of 100,000 tons LCE grading no lower than a 28ppm Li grade average, and shall pay US$2,000,000, in cash or in common shares (or a combination) at the option of Royce, upon completion of a positive economic feasibility study on the Property.

Clayton Valley will be granted a 2.5% royalty on revenues derived from the sale of lithium concentrate and other ores or minerals extracted from the Property and Royce has agreed to pay a minimum annual advance royalty of US$250,000 to Clayton Valley commencing on the fifth anniversary of the Closing Date. Royce shall have the right to buy 1.5% of the Royalty at any time for US$3,000,000.

Upon Clayton Valley locating and recording 186 specified additional claims, Royce has agreed to acquire the claims in consideration for payment to Clayton of US$500 per claim. Royce has also agreed to make minimum exploration expenditures on 41 of the additional claims of $250,000 within two years.

In connection with the Transaction, Royce has agreed to complete a concurrent financing for aggregate proceeds of $900,000, consisting of 6,000,000 common shares at $0.15 per share.

The parties have agreed to use their reasonable best efforts to conclude a definitive agreement in respect of the transaction by October 30, 2015.

At closing, it is expected that Brian Paes-Braga will become the CEO of Royce Resources Corp.

The Transaction is subject to the prior approval of the TSX Venture Exchange.


The Property

The Property consists of 77 unpatented placer claims covering 1540 acres located in Clayton Valley, Esmeralda County, Nevada. Clayton Valley is the site of the only lithium brine production operation in North America which has been in production since 1966. There are now 7 publically acknowledged aquifers on the producing property in Clayton Valley and Pure Energy Minerals, who owns the Clayton Valley South Project, has recently released an inferred resource of 816,000 tons of lithium carbonate equivalent on the Clayton Valley South Project. The Property is contiguous to private lands and placer claims belonging to the lithium production facility of Albermarle Corporation (NYSE: ALB) and two Albermarle production wells lie along the boundary of the Property. Drilling and exploration are active in the basin and the permitting process is well established.


ON BEHALF OF THE BOARD OF DIRECTORS

"Geir Liland"

Geir Liland,
Chief Executive Officer and Director



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For further information:

Royce Resources Corp.
Tel: (604) 609-6110