Richmond Row Capital Corp.
TSX VENTURE : IVY.P

August 22, 2012 18:28 ET

Richmond Row Capital Corp. and Gold Royalties Corporation Announce Closing of Qualifying Transaction and Subscription Receipts Financing

CALGARY, ALBERTA--(Marketwire - Aug. 22, 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") and Gold Royalties Corporation ("Gold Royalties") announce that they have closed their previously announced arm's length business combination (the "Transaction") as more fully described in the Company's press releases dated May 24, July 4, July 31 and August 17, 2012 and the filing statement dated August 17, 2012 as filed on SEDAR. Also in connection with the Transaction, Richmond Row has changed its name to Gold Royalties Corporation ("New Gold Royalties").

Upon closing of the Transaction, directors serving on the New Gold Royalties board of directors were granted options to acquire common shares in the capital of New Gold Royalties ("Options) as follows: (i) 200,000 Common Shares at an exercise price of $0.825 to each of Mr. Stephen King, Mr. Brian Hearst and Mr. Ryan Kalt; and (ii) 150,000 Common Shares at an exercise price of $0.825 to Mr. Charles Downie. These options will be exercisable at the earlier of consent of the TSXV or disinterested shareholder approval. Pursuant to New Gold Royalties' stock option plan and the requirements of the TSX Venture Exchange, 436,250 Options are reserved for future Option grants.

Richmond Row is also pleased to announce that all of the escrow release conditions relating to the previously announced best efforts private placement (the "Private Placement") of subscription receipts in the capital of Gold Royalties ("Subscription Receipts") have been satisfied. In connection with the Transaction, Gold Royalties conducted the Private Placement of Subscription Receipts at a price of $0.70 per Subscription Receipt, for gross proceeds of $4,172,000. Each Subscription Receipt entitled the holder to receive, for no additional consideration, one unit of Gold Royalties, which consisted of one common share ("Gold Royalties Share") and one-half of one Gold Royalties Share purchase warrant ("Gold Royalties Warrant") exercisable at a price of $1.00 for a period of 24 months following closing of the Transaction.

The Gold Royalties Shares and Gold Royalties Warrants underlying the issued and outstanding Subscription Receipts were issued to the registered holders of such Subscription Receipts effective as at the time immediately prior to the closing of the Transaction and such securities were automatically exchanged into Common Shares and Warrants, as applicable, in the capital of New Gold Royalties. The New Gold Royalties Shares are expected to commence trading on the TSX Venture Exchange Inc. (the "TSXV") on or about August 27, 2012 under the symbol "GRO".

About Gold Royalties Corporation

Gold Royalties Corporation is a growth-oriented 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.

ON BEHALF OF THE BOARD OF DIRECTORS:

Ryan Kalt, President, Chief Executive Officer and Corporate Secretary

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. 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.

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 or the Amalgamation 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.
    Ryan Kalt
    President, Chief Executive Officer and Corporate Secretary
    (403) 410-3815
    info@goldroyalties.ca