Richmond Row Capital Corp.
TSX VENTURE : IVY.P

May 24, 2012 12:09 ET

Richmond Row Capital Corp. Executes Letter of Intent to Enter into Business Combination With Gold Royalties Corporation- Proposed Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - May 24, 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 entered into a non-binding letter of intent dated May 18, 2012 (the "LOI") with Gold Royalties Corporation ("Gold Royalties" or the "Target Company") to complete an arm's length business combination.

Richmond Row intends for the Proposed Transaction (as defined below) 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 Exchange approval.

Federally-incorporated in 2010 under the Canada Business Corporations Act, Gold Royalties acquires and holds mining royalty assets for investment purposes. The company is focused on the acquisition and consolidation of small-to-mid tier net smelter return and metal stream royalties located within North American jurisdictions. To-date, Gold Royalties has acquired royalty interests on seven mining projects, all of which are located in Canada, those being four net smelter return royalties in Ontario, one net smelter return royalty in British Columbia, one net smelter return royalty in Québec and one net smelter return royalty in Yukon.

Other than Mr. Ryan Kalt, there are no "control persons" (as defined pursuant to Exchange policies) of Gold Royalties. A summary of significant financial information of Gold Royalties will be provided in a subsequent news release.

Summary of the Qualifying Transaction

The LOI contemplates Richmond Row and Gold Royalties entering into an arm's length transaction (the "Proposed Transaction"). The Proposed Transaction contemplates a three-cornered amalgamation structure whereby Gold Royalties would amalgamate with a wholly-owned subsidiary of Richmond Row in exchange for common shares of Richmond Row. As a result of the Proposed Transaction, the current shareholders of Gold Royalties would own a majority of the issued and outstanding shares of the resulting publicly-traded issuer (the "Resulting Issuer").

As part of the Proposed Transaction, a meeting of the shareholders of the Company would be called in order to obtain approval for, among other matters: (i) the Proposed Transaction; (ii) the consolidation of the issued and outstanding shares of Richmond Row on a 5-for-1 basis; (iii) the change of name of the Company to "Gold Royalties Corporation"; and (iv) the proposed directors of the Resulting Issuer;

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.

Richmond Row and Gold Royalties intend to enter into the Definitive Agreement on or before June 8, 2012, which would require each party to complete its respective due diligence investigation prior to such time.

As part of the otherwise non-binding LOI, Gold Royalties has agreed not to solicit or negotiate with any other entities (including, without limitation, any CPCs) a transaction similar to the Proposed Transaction. Richmond Row has agreed not to solicit any other transactions that would constitute its Qualifying Transaction.

As part of the Proposed Transaction, certain shareholders of Gold Royalties and Richmond Row would enter into support agreements (the "Support Agreements") whereby they would agree to vote their respective shares of Richmond Row and Gold Royalties in favour of the Proposed Transaction. Each of Richmond Row and Gold Royalties shall pay their own costs in respect of the Proposed Transaction.

It is estimated that there would be 12,235,002 common shares of the Resulting Issuer issued and outstanding immediately following closing of the Proposed Transaction consisting of: (i) 1,078,000 Richmond Row Common Shares in total issued to the shareholders of Richmond Row (on a post- consolidation basis), inclusive of shares that may be acquired upon exercise of director and officer options; and (ii) approximately 11,157,002 common shares issued to the former shareholders of Gold Royalties. In addition, it is estimated that there would be 5,500,002 share purchase warrants and 1,100,000 stock options outstanding at closing of the Qualifying Transaction.

After giving effect to the consolidation of Richmond Row Common Shares, the deemed value of the transaction is approximately $0.71 per common share of the Resulting Issuer (on an undiluted basis), representing a deemed aggregate acquisition price of approximately $7.9 million.

Closing of the Qualifying Transaction

It is contemplated that closing of the Proposed Transaction shall be subject to a number of terms and conditions, including:

(a) execution of the Definitive Agreement by all parties by June 8, 2012 (or such later date as the parties may agree upon in writing);

(b) each of the directors and officers of Richmond Row executing their options;

(c) absence of material adverse change, material litigation, claims, investigations or other matters affecting Richmond Row and Gold Royalties;

(d) the entering into of certain ancillary agreements as contemplated in the LOI, more particularly and without limitation, the Support Agreements;

(e) approval by the Boards of Directors of Richmond Row and Gold Royalties and by the shareholders of each of Richmond Row and Gold Royalties, as required; and

(f) all parties obtaining all requisite regulatory, stock exchange or governmental authorizations and consents, including the Exchange.

The LOI has been filed by Richmond Row by way of SEDAR concurrently with the issue of this press release.

Board of Directors and Management of the Resulting Issuer

Upon completion of the Proposed Transaction, all of the existing directors and officers of Richmond Row would resign and the directors and officers of the Resulting Issuer would include the individuals identified below:

Steve King, CFA (Independent Director); Calgary, Alberta

Mr. King is the Cofounder, President and Chief Executive Officer of Alaris Royalty Corp., a Calgary-based business royalty company. In addition to his experience at Alaris, Mr. King has also spent 12 years in the investment banking industry, including as director of investment banking for First Associates Investments Inc., a predecessor of Blackmont Capital Inc. He has also held similar positions with Research Capital Corporation and Sprott Securities Inc. Mr. King is a director of Metropolitan Investment Corporation, a private investment company.

Charles (Chuck) Downie, P.Geo (Independent Director); Cranbrook, British Columbia

Mr. Downie has over 30 years of experience in mineral exploration and mining. He holds a Bachelor of Science from the University of Alberta and is a member in good standing of the Association of Professional Engineers and Geoscientists of British Columbia. Mr. Downie worked for Cominco Ltd. both pre and post- graduation where he was involved with grassroots exploration, property evaluation, mine development and mine production at various exploration projects throughout Western Canada including Pine Point, Polaris, Snip and Sullivan. After leaving Cominco in 1993, Mr. Downie worked as a geological consultant throughout North, Central, and South America with a wide range of projects including copper gold porphyry, shear hosted gold, sedimentary exhalitive, and Volcanogenic Massive Sulphide. He has been associated with Eagle Plains Resources, where he is currently the VP, Exploration, since 1993 and has extensive project evaluation and management experience. Mr. Downie serves on the boards of publicly-traded mining exploration companies Eagle Plains Resources, Yellowjacket Resources and Omineca Mining & Metals.

Brian Hearst, CA (Independent Director); Calgary, Alberta

Mr. Hearst is a Chartered Accountant with over 30 years of experience in the oil and gas industry with large and junior companies having international exploration and production activities in South America, Russia, and India. Most recently, Mr. Hearst served as the Chief Financial Officer of Canacol Energy Ltd.

Ryan Kalt, Barrister & Solicitor (Director, President & CEO and Corporate Secretary); Calgary, Alberta

Mr. Kalt is the Founder, President and Chief Executive Officer of Gold Royalties. He is an experienced entrepreneur and has received entrepreneurial and business achievement awards from organizations such as the Ontario Chamber of Commerce, the Business Development Bank of Canada and Export Canada. Mr. Kalt holds a Bachelor of Commerce (Honors) from Queen's University and an M.B.A. (with Distinction) from the Richard Ivey School of Business at the University of Western Ontario. Mr. Kalt also holds an LL.B. from the University of Western Ontario and a Master of Laws (Natural Resources, Energy and Environmental Law) from the University of Calgary. In addition to Gold Royalties, Mr. Kalt serves on the boards of publicly-traded mining exploration companies Eagle Plains Resources Ltd. and Yellowjacket Resources Ltd. as well as several privately-held companies. Mr. Kalt is a Barrister & Solicitor and holds active membership in the Law Society of Alberta.

Ian Fleming, (Chief Financial Officer); Calgary, Alberta

Mr. Fleming is the Chief Financial Officer of Gold Royalties and is responsible for its financial reporting and capital planning. He holds both a Bachelor of Business Administration (Honors) from Brock University and a Master of Business Administration (with Distinction) from the Richard Ivey School of Business at the University of Western Ontario, providing a strong technical background in financial and accounting skills. Mr. Fleming brings experience in budget planning, financial forecasting and supply chain vendor management to Gold Royalties, including work experience at Fortune-500 companies AC Nielsen and Eli Lilly Canada.

Sponsorship of a "Qualifying Transaction" of 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. There is no assurance that such an exemption will be granted. If the exemption is not granted by the Exchange, then Richmond Row would be required to engage a sponsor.

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. The information about the Target Company contained in the press release has not been independently verified by the Company. 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 this forward-looking 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 (including, but not limited to, assumptions on the performance and financial results of the Target Company) and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The terms and conditions of the prospective Qualifying Transaction may change based on the Company's due diligence on the Target Company, the entering into a binding agreement for the Qualifying Transaction and the Proposed Transaction, regulatory and third party comments, consents and approvals and the ability to meet the conditions of 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 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.
    Vancouver Office: (604) 484-6628
    (604) 312-4777 (Cellular)
    tsxthomson@gmail.com