Royal Capital Corp.

June 13, 2008 18:40 ET

Royal Capital Corp. Announces Listing on the TSX Venture Exchange and the Entering Into of a Conditional Letter Agreement for a Potential Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - June 13, 2008) - Royal Capital Corp. -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Royal Capital Corp. ("Royal"), a capital pool company, is pleased to announce that the Exchange has approved its application to list on the TSX Venture Exchange (the "Exchange"). The common shares of Royal are expected to be listed for trading on the Exchange effective June 17, 2008 under the trading symbol "RCX.P". Trading in Royal's common shares will be halted immediately pending submission of certain additional required documentation to the Exchange regarding the proposed transaction discussed below.

Royal is also pleased to announce that it has entered into a conditional letter agreement (the "Conditional Letter Agreement") dated June 5, 2008 in respect of a potential arm's length acquisition (the "Proposed Qualifying Transaction") of Raging River Corp. ("Raging River"), a privately held corporation incorporated under the laws of Nevada. If completed, Royal intends that the proposed acquisition of Raging River will constitute Royal's "qualifying transaction" for purposes of the capital pool company policy of the Exchange (the "CPC Policy").

Pursuit and completion of the Proposed Qualifying Transaction is subject to a number of conditions contained in the Conditional Letter Agreement including, among others: (i) obtaining all necessary regulatory approvals, including the approval by the Exchange that the Proposed Qualifying Transaction qualifies as Royal's "qualifying transaction" for purposes of the CPC Policy; (ii) negotiating and entering into a definitive agreement; (iii) obtaining the approval of the directors of each of Royal and Raging River; (iv) obtaining the approval of the shareholders of each of Royal and Raging River, if necessary; (v) completion of satisfactory due diligence reviews of Raging River and Royal by each of Royal and Raging River, respectively; and (vi) other conditions typical of a transaction of this nature.

Royal and Raging River are currently working to satisfy certain requirements necessary to receive the approval by the Exchange that the Proposed Qualifying Transaction qualifies as Royal's "qualifying transaction" for purposes of the CPC Policy. In order to meet the requirements of the Exchange, it is possible that the terms of the Proposed Qualifying Transaction could be amended from those currently contemplated by the parties in the Conditional Letter Agreement. Further, it is anticipated that it could take up to 120 days to determine if Royal and Raging River are able to satisfy certain of the Exchange's requirements. Royal will issue further press releases from time to time providing status updates on this Proposed Qualifying Transaction included details on the terms of the Proposed Qualifying Transaction once such terms are finalized and agreed to by the parties.

About Raging River

Raging River was incorporated in February 2007 under the laws of the State of Nevada.

The founders of Raging River, a Seattle based company, have extensive experience in providing entertainment to travelers (e.g. airline and railroad passengers). In 2005, the founders commenced research, conceptualization and development of Raging River's business model. Essentially, Raging River provides the service link between digital content providers and consumers.

Raging River is developing a web-based, digital media content distribution business targeted at travelers and other consumers, who download content to PCs and other hard drive player devices (including cell phones). Raging River also offers a companion kiosk DVD burn-on-demand, point-of-sale delivery system in response to the current consumer demand for DVDs during the industry's transition from physical media to industry predicted total e-commerce direct downloads.

Raging River's sales/marketing model is to secure private brand distribution agreements with targeted channel partners. Raging River has assembled a management team that covers the disciplines essential to launching its business plan including electronic storage, system technology and operations, content procurement, marketing/sales and finance/accounting.

Raging River expects to generate revenues and become operational by year end.

Completion of the Proposed Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange approval. There can be no assurances that the Proposed Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Qualifying Transaction, any information released or received with respect to the Proposed Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Royal Capital Corp. should be considered highly speculative.

ADVISORY: Certain information in this press release constitutes forward-looking statements under applicable securities law. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expects" and similar expressions. Forward-looking statements in this press release include, but are not limited to, statements with respect to the closing or completion of the proposed Qualifying Transaction. Forward-looking statements necessarily involve known and unknown risks. Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this news release are made as of the date of this news release, and Royal does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

The Exchange has in no way passed upon the merits of the Proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Royal Capital Corp.
    Dennis L. Nerland
    President, CEO and a director
    (403) 299-9605