TORONTO, June 27, 2017 /CNW/ - Richmond Minerals Inc.
(TSX-V: RMD) ("Richmond") is pleased to announce that it
has entered into a definitive purchase and sale agreement (the
"Agreement") to acquire from a private party (the
"Vendor") a 100% undivided interest in five (5) unpatented
mining claims and a 50% undivided interest in thirty-five (35)
unpatented mining claims (the "Properties") situated in the
mining district of Porcupine, in the township of Rollo,
Ontario (the
"Transaction").
As a result of the Transaction, if completed, Richmond will own 100% of the Ridley Lake
Properties.
Highlights of the Transaction
As consideration for the Transaction, Richmond will:
- Issue 1,000,000 common shares to the Vendor as of the Closing
Date (as hereinafter defined);
- Issue 1,000,000 common shares to the Vendor as of December 15, 2017;
- Pay a cash consideration of $102,000 (the "Cash Consideration") to be
held in escrow pending the completion of transactions contemplated
by the Agreement on the Closing Date. The Cash Consideration is to
be used by the Vendor solely for the purpose of subscribing for
units of Richmond pursuant to the
Offering (as hereinafter defined); and
- Grant to the Vendor and another party an aggregate two percent
(2%) net smelter royalty on the Properties (one-half of the royalty
may be purchased at any time for $1.0
million).
The Transaction is subject to the receipt of applicable
regulatory approvals by Richmond
and the satisfaction of certain other closing conditions customary
in transactions of this nature. The Transaction is expected to
close on or before July 31, 2017 (the
"Closing Date").
The Private Placement
Richmond intends to complete a
non-brokered private placement of up to 5,000,000 units (the
"Units") of Richmond at a
price of $0.06 per Unit (the
"Issue Price") for gross proceeds of up to $300,000 (the "Offering"). Richmond may, in its sole discretion, increase
the size of the Offering, by up to 25% for an additional 1,250,000
Units at the Issue Price.
Each Unit will consist of one (1) common share in the capital
stock of Richmond that is a
"flow-through share" within the meaning of the Income Tax
Act (Canada) (the
"Act") and one-half of a common share purchase warrant (the
"Warrant"). Each whole Warrant will entitle the holder
thereof to acquire one common share, which is not a "flow-through
share" within the meaning of the Act, of Richmond at a price of $0.10 until a period of two (2) years following
the closing date of the Offering, whereupon the Warrants will
expire. The securities issued and issuable pursuant to the Offering
will be subject to a four month and one day statutory hold
period.
The closing of the Offering is anticipated to occur on or about
July 31, 2017.
Richmond intends to use the net
proceeds from the Offering to fund continued exploration on
Richmond's Ridley Lake Property
assets.
The Offering is subject to certain conditions including, but not
limited to, the receipt of all necessary approvals, including the
approval of the TSX Venture Exchange and applicable securities
regulatory authorities.
The securities offered will not be registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act"), or
applicable state securities laws, and may not be offered or sold to
persons in the United States
absent registration or an exemption from such registration
requirements. 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 jurisdiction in which such offer,
solicitation or sale would be unlawful.
Cautionary Statements
Neither the TSX-V nor its Regulation Services Provider (as that
term is defined in the policies of the TSX-V) accepts
responsibility for the adequacy or accuracy of this news
release.
This news release contains forward-looking information that
involves substantial known and unknown risks and uncertainties,
most of which are beyond the control of Richmond. Forward-looking statements include
estimates and statements that describe Richmond's future plans, objectives or goals,
including words to the effect that Richmond or its management expects a stated
condition or result to occur. Forward-looking statements may be
identified by such terms as "believes", "anticipates", "expects",
"estimates", "may", "could", "would", "will", or "plan". Since
forward-looking statements are based on assumptions and address
future events and conditions, by their very nature they involve
inherent risks and uncertainties. Although these statements are
based on information currently available to Richmond, Richmond provides no assurance that actual
results will meet management's expectations. Risks, uncertainties
and other factors involved with forward-looking information could
cause actual events, results, performance, prospects and
opportunities to differ materially from those expressed or implied
by such forward- looking information. Forward looking information
in this news release includes, but is not limited to, Richmond's objectives, goals or future plans,
statements, details of the exploration results, potential
mineralization, the company's portfolio, treasury, management team
and enhanced capital markets profile, the proposed private
placement, the timing of the Transaction, the estimation of mineral
resources, exploration and mine development plans, timing of the
commencement of operations and estimates of market conditions.
Factors that could cause actual results to differ materially from
such forward-looking information include, but are not limited
to, failure or inability to complete the Transaction and the
Offering on the terms as announced or at all, regulatory approval
processes, failure to identify mineral resources, delays in
obtaining or failures to obtain required governmental, regulatory,
environmental or other project approvals, political risks,
inability to fulfill the duty to accommodate First Nations and
other indigenous peoples, uncertainties relating to the
availability and costs of financing needed in the future, changes
in equity markets, inflation, changes in exchange rates,
fluctuations in commodity prices, delays in the development of
projects, capital and operating costs varying significantly from
estimates and the other risks involved in the mineral exploration
and development industry, and those risks set out in Richmond's public documents filed on SEDAR.
Although Richmond believes that
the assumptions and factors used in preparing the forward-looking
information in this news release are reasonable, undue reliance
should not be placed on such information, which only applies as of
the date of this news release, and no assurance can be given that
such events will occur in the disclosed time frames or at all.
Richmond disclaims any intention
or obligation to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise,
other than as required by law.
SOURCE Richmond Minerals Inc.