Richmond Row Capital Corp.
TSX VENTURE : IVY.P

June 12, 2012 07:45 ET

Gold Royalties Corporation to Conduct A Private Placement in Connection With Its Proposed Qualifying Transaction With Richmond Row Capital Corp.

CALGARY, ALBERTA--(Marketwire - June 12, 2012) -

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

As previously announced by Richmond Row Capital Corp. (TSX VENTURE:IVY.P) ("Richmond Row" or the "Company") in its press release dated May 24, 2012, Gold Royalties Corporation ("Gold Royalties") and Richmond Row have entered into a non-binding letter of intent dated May 18, 2012 (the "Letter of Intent") to complete an arm's length business combination (the "Transaction").

Gold Royalties has, congruent with this press release, announced that it will conduct, in connection with the Transaction, a best-efforts private placement of subscription receipts (the "Private Placement"). The primary use of proceeds by Gold Royalties from the Private Placement will be the acquisition of a new royalty interest, as disclosed in the press release issued by Gold Royalties, copy of which is found below.

Richmond Row anticipates that if the Private Placement is completed it will revise the Letter of Intent. It is expected that the per share consideration to Richmond Row shareholders will remain unaffected, excepting a change in the ownership percentage of the Resulting Issuer as a result of the Private Placement.

Closing of the Private Placement will not be a condition of the Transaction, however closing of the Transaction is a condition to release the funds raised pursuant to the Private Placement.

Copy of the Gold Royalties press release is as follows:

"Gold Royalties Corporation Announces $11M Private Placement

CALGARY, ALBERTA - June 12, 2012 - Gold Royalties Corporation (the "Corporation") is pleased to announce that it has engaged Mackie Research Capital Corporation as lead agent in a syndicate of agents including Canaccord Genuity Corp., Macquarie Capital Markets Canada Ltd., Raymond James Ltd., and PI Financial Corp. (collectively, the "Agents") to conduct a best-efforts private placement (the "Private Placement") of subscription receipts of the Corporation (the "Subscription Receipts") at a price of $0.70 per subscription receipt, for gross proceeds of up to $11,000,000.

Each subscription receipt will entitle the holder to receive, for no additional consideration, one unit of the Corporation (the "Units") which will consist of one post-split common share of the Corporation and one-half of one post-split common share purchase warrant exercisable to acquire a post-split common-share of the Corporation at a price of $1.00 per post-split common-share for a period of 24 months following the Transaction Closing (as defined below). In addition, the Corporation has granted the Agents an option to offer up to an additional 15% of the Subscription Receipts prior to closing of the Private Placement (the "Private Placement Closing"). The gross proceeds from the private placement will be subject to escrow pending the close of the Transaction and Royalty Acquisition (as defined below). The Private Placement Closing is scheduled for the week of June 25, 2012.

As previously announced by Richmond Row Capital Corp. (TSXV: IVY.P) ("Richmond Row") in its press release dated May 24, 2012, the Corporation and Richmond Row have entered into a non- binding letter of intent dated May 18, 2012 to complete an arm's length business combination (the "Transaction"), which includes, among other things, a 2:1 split of the common shares of the Corporation, a 5:1 consolidation of the common shares of Richmond Row and an exchange of the post-split common shares of the Corporation into post-consolidation common shares of Richmond Row (the "Richmond Row Shares"). Closing of the Transaction is expected to occur on or about July 30, 2012 (the "Transaction Closing").

If the Transaction Closing does not occur on or prior to the 60th day following the Private Placement Closing, subscribers pursuant to the Private Placement (the "Subscribers") will be entitled to receive an additional 0.1 subscription receipt for each subscription receipt subscribed for by such Subscriber and thereafter, for each additional day during which the Transaction Closing does not occur, such Subscriber will be entitled to receive an additional 0.0007 subscription receipt (being a 0.02 subscription receipt for each 30 day period) for each subscription receipt subscribed for by such subscriber (each whole additional subscription receipt being a "Bonus Subscription Receipt").

Subject to any requirements by the TSX Venture Exchange, upon Transaction Closing the issued and outstanding shares of the Corporation, including those shares of the Corporation issued in accordance with the terms of the Subscription Receipts, will be exchanged for freely-trading Richmond Row shares.

The Agents will be paid a cash commission of 7.0% and will receive compensation options to acquire Units in equal number to 7.0% of the number of Subscription Receipts issued pursuant to the Private Placement.

The proceeds will be used to fund the acquisition of a gross smelter royalty on the Eagle Zone gold project (the "Royalty Acquisition"), pay costs associated with the Offering and provide working capital.

At the request of the Richmond Row, trading in the securities of Richmond Row has been halted by the Exchange. Trading is expected to remain halted until, at the earliest, closing of the Transaction.

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, securely located within North America. Gold Royalties Corporation currently holds net smelter return royalties on seven mining projects, including four royalties in Ontario and one each in British Columbia, Québec and the Yukon. The Corporation continues to use an established business model to acquire royalty interests with the clear objective of delivering accretive value for shareholders.

For more information, please visit http://www.goldroyalties.ca/.
Contact Information
Media Relations
Gold Royalties Corporation
403-410-3816
info@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 and 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", "intends", "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, the Private Placement and the Royalty Acquisition. 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 including that: as a result of due diligence (the Company intends largely to rely on the due diligence done by parties to the Private Placement to contain its costs, among other things) or otherwise, the terms and conditions of the Transaction, Private Placement or Royalty Acquisition may change, the entering into a binding agreement for the Transaction, Private Placement and Royalty Acquisition, the receipt of regulatory and third party comments, consents and approvals (including the comments, consents and approvals of the TSXV) and the ability to meet all conditions in the required timeframes. 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. Similarly, there can be no assurance that the Private Placement or the Royalty Acquisition 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, the Private Placement or the Royalty Acquisition 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 TSXV) accepts responsibility for the adequacy or accuracy of this press release.

Contact Information

  • Richmond Row Capital Corp.
    Vancouver Office: (604) 484-6628
    (604) 312-4777 (Cellular)
    tsxthomson@gmail.com