Richmond Row Capital Corp.
TSX VENTURE : IVY.P

July 31, 2012 16:37 ET

Gold Royalties Corporation Acquires Eagle Zone Gold Deposit Royalty; Lynx Zone Royalty for Cash Consideration of $9,000,000

CALGARY, ALBERTA--(Marketwire - July 31, 2012) -

NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW

Richmond Row Capital Corp. (TSX VENTURE:IVY.P) ("Richmond Row" or the "Company") is pleased to provide an update of its proposed business combination (the "Transaction") with Gold Royalties Corporation ("Gold Royalties").

Gold Royalties has, congruent with this press release, announced that it has closed its acquisition of the Eagle Zone gold deposit royalty and a royalty on claims comprising the Lynx Zone for cash consideration of $9,000,000.

Copy of the Gold Royalties press release is as follows:

"Gold Royalties Corporation Acquires Eagle Zone Gold Deposit Royalty; Lynx Zone Royalty for Cash Consideration of $9,000,000"

CALGARY, ALBERTA - July 31, 2012 - Gold Royalties Corporation ("Gold Royalties") is pleased to announce that it has acquired the Eagle Zone gold deposit royalty and a royalty on claims comprising the Lynx Zone project from an arm's length third-party vendor for cash consideration of $9,000,000.

"Gold Royalties is pleased to acquire a gross royalty interest in the significant gold royalty asset represented by the Eagle Zone royalty, plus additional exploration exposure through the Lynx Zone net smelter royalty. These acquisitions mark our 8th and 9th royalty assets in Canada and both come with advanced annual royalty payments from the operator of the projects. Gold Royalties looks forward to accelerating our growth- orientated royalty acquisition business in the near-future," stated Ryan Kalt, President and Chief Executive Officer of Gold Royalties.

Gold Royalties has also announced a $13,172,000 financing package, concurrently announced by press release on July 31, 2012.

About the Royalty Interests

The Eagle Zone Gross Smelter Royalty

The Eagle Zone gross smelter royalty (the "Eagle Zone GSR"), known otherwise as the Mar Gold Zone, is a 2% gross smelter royalty on the Eagle Zone gold deposit being advanced by Victoria Gold Corp. The project is located approximately 85 km NE of Mayo, Yukon, Canada. The 2% gross smelter royalty, which comes with advance royalty payments, reverts to a 1% gross smelter royalty after payment of $1,000,000, of which approximately $420,000 has been received by the third-party vendor to-date.

There is no royalty buy-back provision afforded to the operator with the Eagle Zone GSR.

The Lynx Zone Net Smelter Royalty

The Lynx Zone net smelter royalty (the "Lynx Zone NSR"), known otherwise as the Len Property, is a 1.5% net smelter royalty, which comes with advance royalty payments, on claims being advanced by Victoria Gold Corp. The project is located NE of Mayo, Yukon, Canada.

The Lynx Zone NSR may be repurchased by the operator at a rate of $100,000 per 0.1%, either pro-rata or in whole, for a total of $1,500,000, less advance royalty payments made to-date to the royalty vendor.

About Gold Royalties Corporation

Gold Royalties Corporation is a growth-orientated royalty business, which acquires and holds mining royalty assets for investment purposes. The company acquires small-to-mid tier net smelter return and metal stream royalties, with a focus on gold royalties, located in stable jurisdictions. Gold Royalties Corporation continues to use an established business model to acquire new royalty interests with the clear objective of delivering accretive value for its shareholders.

For more information, please visit www.GoldRoyalties.ca.

Forward Looking Statements

This news release contains certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends", "confident", "might" and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the foregoing, this news release contains forward-looking information and statements pertaining to expectations, beliefs, plans, goals, objectives, assumptions, information and statements about possible future events, conditions, results of operations or performance. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release.

The forward-looking information and statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated and described in the forward-looking statements. Such information and statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information or statements.

Gold Royalties Corporation cautions that the foregoing list of assumptions, risks and uncertainties is not exhaustive. The forward-looking information and statements contained in this news release speak only as of the date of this news release, and the company assumes no obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable securities laws."

ON BEHALF OF THE BOARD OF DIRECTORS:

Michael G. Thomson, President, Chief Executive Officer, Chief Financial Officer and Director

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "may", "will", "should", "believe", "intents", "forecast, "plans", "guidance" and similar expressions are intended to identify forward-looking statements or information. More particularly, this press release contains forward-looking information and statements concerning the Transaction. 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 these forward-looking statements and 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. Forward-looking information involves known and unknown risks, uncertainties, assumptions and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. 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 state in which such offer, solicitation or sale would be unlawful.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this press release.

Contact Information

  • Gold Royalties Corporation
    Ryan Kalt, M.B.A., LL.M.
    President & Chief Executive Officer
    403-410-3815
    info@goldroyalties.ca
    www.GoldRoyalties.ca

    Richmond Row Capital Corp.
    Michael G. Thomson
    President, Chief Executive Officer, Chief Financial Officer
    and Director
    Vancouver Office: (604) 962-6957 or Cell: (604) 312-4777
    tsxthomson@gmail.com