Richmond Row Capital Corp.
TSX VENTURE : IVY.P

July 31, 2012 16:34 ET

Gold Royalties Corporation Successfully Closes $13.17M Financing Package

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 successfully closed financings for total gross proceeds of $13,172,000.

Copy of the Gold Royalties press release is as follows:

"Gold Royalties Corporation Successfully Closes $13.17M Financing Package"

CALGARY, ALBERTA - July 31, 2012 - Gold Royalties Corporation ("Gold Royalties") is pleased to announce that it has closed a brokered $4,172,000 private placement financing (the "Equity Financing"), a non-brokered $5,400,000 strategic convertible debenture financing (the "Convertible Debenture Financing"), and a non- brokered $3,600,000 third-party bridge loan (the "Bridge Loan") for total gross proceeds of $13,172,000 (the "Financing Package").

"Gold Royalties is pleased to have conducted a successful equity capital raise through a syndicate of investment banks. We also welcome Callinan Royalties Corporation as a financial provider to Gold Royalties. The funds from the Financing Package have allowed us to acquire our 8th and 9th royalty assets in Canada, both of which come with advanced annual royalty payments. Gold Royalties looks forward to accelerating our growth- orientated royalty acquisition business in the near-future," noted Ryan Kalt, President and Chief Executive Officer of Gold Royalties.

Funds from the Financing Package were used for the $9,000,000 acquisition of a royalty on the Eagle Zone gold deposit and a royalty on the Lynx Zone (the "Royalties"), as well as expenses related to the Equity Financing and working capital.

With respect to the Equity Financing, Mackie Research Capital Corporation was the lead agent and sole bookrunner in a syndicate of agents that included Canaccord Genuity Corp., Macquarie Capital Markets Canada Ltd., Raymond James Ltd. and PI Financial Corp. The agents received their cash compensation and compensation warrants in the amounts contemplated by the news release of June 12, 2012. The Equity Financing consisted of 5,960,000 subscription receipt units of Gold Royalties and entitled the holder of each subscription receipt to one common share at a price of $0.70 and one half warrant for a common share at a price of $1.00 for a period of twenty-four months. Certain insiders of Gold Royalties participated in the Equity Financing.

In addition to the Equity Financing, Gold Royalties has also successfully completed a Convertible Debenture Financing with publicly-listed Callinan Royalties Corporation ("Callinan Royalties"). The Convertible Debenture Financing consisted of a $5,400,000 investment in Gold Royalties by Callinan Royalties through a secured convertible debenture (the "Callinan Convertible Debenture"). The Callinan Convertible Debenture accrues interest, deferred in full to the date of maturity, being July 30, 2016 (the "Maturity Date"), at a rate of 10% per annum. The Callinan Convertible Debenture may be redeemed, for full settlement of principal plus accrued interest, at the election of Callinan Royalties on or before the Maturity Date by one of: i) in respect of principal, conversion into equity of Gold Royalties at $0.80 per common share with a $1.20 warrant and in respect of conversion of accrued interest for common shares at the then 5-day volume- weighted average market price; or ii) cash settlement; or (iii) an ownership position in the Royalties. Gold Royalties retains the unilateral right to redeem the Callinan Convertible Debenture for a cash payment of $8,600,000 at any point in time prior to the Maturity Date, subject to Callinan Royalties first having pre-emptive right to convert the amount then outstanding under the Callinan Convertible Debenture into equity of Gold Royalties.

As part of the Financing Package, Gold Royalties also arranged a $3,600,000 third-party bridge loan facility for use in acquiring the Royalties (the "Bridge Loan"). The Bridge Loan is an unsecured facility bearing an interest charge of 1.5% per month and 100,000 warrants for common shares of Gold Royalties exercisable at $0.80 for a period of twenty-four months. The Bridge Loan is structured for a two month period but Gold Royalties holds early redemption rights subject to a minimum one month interest charge. The Equity Financing is in escrow pending Gold Royalties go-public amalgamation with Richmond Row Capital Corp. The Bridge Loan principal of $3,600,000 and related interest expense shall be settled with funds from the Equity Financing once released from escrow.

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.

Contact Information

Ryan Kalt, M.B.A., LL.M., President & Chief Executive Officer

Gold Royalties Corporation

403-410-3815

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", "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

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