Richmond Row Capital Corp.
TSX VENTURE : IVY.P

August 17, 2012 15:59 ET

Richmond Row Capital Corp. and Gold Royalties Corporation File Joint Filing Statement

CALGARY, ALBERTA--(Marketwire - Aug. 17, 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) (the "Company" or "Richmond Row"), a capital pool company, is pleased to announce that it has filed a joint filing statement (the "Filing Statement") with Gold Royalties Corporation describing the previously announced arm's length business combination (the "Proposed Transaction"). A copy of the Filing Statement is available under the Company's profile on SEDAR at www.sedar.com.

Closing of the Proposed Transaction is scheduled to occur on or about August 22, 2012. A further news release will be issued upon closing of the Proposed Transaction.

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

ON BEHALF OF THE BOARD OF DIRECTORS:

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

Ryan Kalt, President & Chief Executive Officer of Gold Royalties Corporation

This press release contains forward-looking information. More particularly, this press release contains statements concerning the prospective Qualifying Transaction of the Company. 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 Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the Proposed 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.

Investors are cautioned that, except as disclosed in the management information circular, Filing Statement or other continuous disclosure document to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. (the "TSXV") 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.
    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

    Gold Royalties Corporation
    Ryan Kalt
    President & Chief Executive Officer
    (403) 410-3815
    info@goldroyalties.ca