Richmond Row Capital Corp.
TSX VENTURE : IVY.P

July 04, 2012 18:28 ET

Richmond Row Capital Corp. Executes Definitive Agreement for Business Combination with Gold Royalties Corporation

CALGARY, ALBERTA--(Marketwire - July 4, 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 update its shareholders that it has entered into a binding definitive agreement dated June 28, 2012 (the "Definitive Agreement") with Gold Royalties Corporation ("Gold Royalties") to complete an arm's length business combination (the "Proposed Transaction").

Richmond Row intends for the Proposed Transaction (as more fully described in the Company's press release dated May 24, 2012) to constitute its Qualifying Transaction as an Investment Issuer, as set out in the policies of the TSX Venture Exchange (the "Exchange"). The Proposed Transaction is subject to certain conditions, including Exchange approval.

The Company has called an Annual General and Special Meeting (the "Meeting") in connection with the Proposed Transaction. The Meeting will be held at the Calgary offices of Gowling Lafleur Henderson LLP at 1400, 700 - 2nd Street S.W., Calgary, Alberta on July 27, 2012 at 10:00 a.m. (Calgary time). In connection with the Meeting, the Company has mailed an Information Circular and Proxy Statement dated June 29, 2012 (the "Information Circular").

Copies of the Definitive Agreement and the Information Circular are available under the Company's profile on SEDAR at www.sedar.com.

Sponsorship of a "Qualifying Transaction" for a CPC is required by the Exchange unless exempt therefrom in accordance with the Exchange's policies. Richmond Row intends to apply for an exemption from the sponsorship requirements pursuant to the policies of the Exchange. If the exemption is not granted by the Exchange, then Richmond Row would be required to engage a sponsor.

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 and Chief Financial Officer and Director

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 and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. 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. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

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

Contact Information

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