/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
Trading Symbol TSX(V): RMD
Boerse Frankfurt: WKN A1W98A: R52
TORONTO, July 14, 2020 /CNW/ - Richmond Minerals Inc.
(TSXV: RMD) ("Richmond") is
pleased to announce that further to its news release of
May 19, 2020 it has completed a
non-brokered private placement (the "Offering") consisting
of the sale of 16,000,000 ("Units") at a price of
C$0.05 per Unit for aggregate gross
proceeds of C$800,000.
Each Unit consists of one (1) common share in the capital stock
of Richmond (a "Common
Share") and one common share purchase warrant (a
"Warrant"). Each Warrant entitles the holder to purchase one
common share at a price of C$0.10 per
common share until the date which is eighteen (18) months following
the date of issuance. The securities issued and issuable pursuant
to the Offering will be subject to a four month and one day
statutory hold period.
The net proceeds from the Offering will used to fund the Phase 1
work program on the Oberzeiring Polymetallic Property located in
the province of Styria, Austria.
Richmond will also resume Phase IV
drilling on its Ridley Lake Gold Project in the Swayze area of
Ontario. Previous Phase I through
Phase III drill results at Ridley Lake yielded wide gold
intersections and include highlights of 55
m grading 0.46 grams per tonne, 33
m grading 1.26 grams per tonne, and 136 m grading 0.31 grams per tonne. Specifically,
Phase IV drilling will test newly identified magnetic and induced
polarization targets 600 m west of
and on strike with Phase I - III drill
intersections
Certain directors and officers of the Company subscribed for an
aggregate of 194,000 Units. The participation of the directors and
officers in the Offering constitutes a "related party transaction"
for the purposes of Multilateral Instrument 61-101 – Protection
of Minority Security Holders in Special Transactions ("MI
61-101"). The Company is exempt from the requirements to
obtain a formal evaluation or minority shareholder approval in
connection with the insider participation in reliance on sections
5.5 (a) and 5.7 (1) (a) of MI 61-101, as neither the fair market
value of the securities issued, nor the fair market value of the
consideration for the securities issued exceeds 25% of the
Company's market capitalization as calculated in accordance with MI
61-101. The Company did not file a material change report
containing all of the disclosure required by MI-61-101 more than 21
days before the expected closing date of the Offering as the
aforementioned insider participation had not been confirmed at that
time and the Company wished to close the Offering as expeditiously
as possible.
Early Warning Report
As a result of his participation in the Offering, Dr.
Gregor K. Emmert Jr. has ownership,
direction or control over 18,877,320 common shares, representing
20.34% of the Company's common shares on a partially diluted basis.
Prior to the acquisition of the Units, Dr. Gregor K. Emmert Jr. had ownership, direction or
control over 8,877,320 common shares, representing 8.15% of the
Company's common shares on a partially diluted basis. The Units
acquired by Dr. Gregor K. Emmert Jr.
will be held for investment purposes and depending on market and
other conditions, Dr. Gregor K, Emmert Jr. may from time to time in
the future increase or decrease his respective ownership, control
or direction over securities of the Company through market
transactions, private agreements, or otherwise.
As the number of common shares owned or controlled, directly or
indirectly by Dr. Gregor K. Emmert
Jr. after the acquisition of the Units exceeds 10% of the
then issued and outstanding common shares of the Company on a
partially diluted basis, in satisfaction of the requirements of the
National Instrument 62-104 – Take-Over Bids And Issuer Bids
and National Instrument 62-103 – The Early Warning System and
Related Take-Over Bid and Insider Reporting Issues, an early
warning report will be filed under the Company's SEDAR profile at
www.sedar.com.
The securities offered have not been 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. Closing of the
Transaction, which is a fundamental acquisition, remains subject to
final approval of the TSXV.
Warren Hawkins, P.Eng, a
"Qualified Person", within the meaning of Nation Instrument 43-101-
Standards of Disclosure for Minerals Projects, has reviewed and
approved the scientific and technical information contained in this
news release. Mr. Hawkins is not considered to be "independent" of
the Corporation (as defined in National Instrument 43-101), as he
currently holds securities of the Corporation.
CAUTIONARY STATEMENT: This news release contains forward-looking
information which is not comprised of historical facts.
Forward-looking information involves risks, uncertainties and other
factors that 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, including successful completion of the
Transaction. There is no guarantee that the Transaction will be
completed on the terms announced in this press release or at all.
Factors that could cause actual results to differ materially from
such forward-looking information include, but are not limited to,
changes in general economic conditions and conditions in the
financial markets; the ability of Richmond to raise funds pursuant to future
offerings, including the second tranche of the Offering; changes in
demand and prices for minerals; litigation, legislative,
environmental and other judicial, regulatory, political and
competitive developments, 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.
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
release.
SOURCE Richmond Minerals Inc.