Richmond ROAD Capital Corp. Announces Private Placement
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with this restriction may constitute a violation of U.S. Securities laws.
RICHMOND ROAD CAPITAL CORP. ANNOUNCES PRIVATE PLACEMENT
CALGARY, ALBERTA – January 29, 2020 – Richmond Road Capital Corp. (“Richmond Road” or the
“Company”) (TSXV: RRD.H) is pleased to announce that it intends to issue, by way of a non-brokered private
placement, up to 1,200,000 common shares of the Company (“Common Shares”) at a purchase price of $0.05
per share for gross proceeds of up to $60,000 (the “Private Placement”). The Common Shares will be offered
pursuant to certain exemptions from the prospectus delivery requirements under applicable securities laws.
It is anticipated that net proceeds of the Private Placement will be used to identify and evaluate assets or
businesses for the Company’s Qualifying Transaction (as such term is defined in the policies of the TSX Venture
Exchange (the “Exchange”)), to fund the costs of the Company’s continuous disclosure obligations and for
general working capital purposes.
The Company is also pleased to announce the expected resumption of trading of its Common Shares on the
NEX, a separate board of the Exchange, under the symbol RRD.H, on or about February 3, 2020. The Common
Shares were halted from trading in anticipation of a Qualifying Transaction (“QT”) pursuant to the policies of
the Exchange. The Company announced on December 6, 2017 that due to the target to such transaction not
being able to obtain the requisite shareholder approval required to complete the contemplated transaction, the
Company and target were no longer proceeding with the QT. The Company’s Common Shares have remained
halted since such time.
The Company anticipates significant insider participation in the Private Placement. The issuance of those
Common Shares to insiders will be considered related party transactions within the meaning of Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The
Company intends to rely on the exemptions from the requirements of MI 61-101 in respect of insider
participation.
The closing of the Private Placement is expected to occur in the first half of February 2020, and is subject to
certain conditions, including the receipt of all necessary regulatory approvals, including the approval of the
Exchange. The Common Shares will be subject to a statutory four-month hold period, and such other restrictions
as may be required by applicable securities laws.
About the Company
Richmond Road is a capital pool company (“CPC”) within the meaning of the policies of the Exchange. The
Company’s principal business activity is to identify and evaluate opportunities for the acquisition of assets or
business. The Company was founded on September 19, 2012 and is headquartered in Calgary, Alberta.
For further information please contact:
Richmond Road Capital Corp.
Michael Doyle
President, CEO and Director
(403) 708-2427
Forward-Looking Information
Certain statements contained in this press release constitute forward-looking information. These statements
relate to future events or future performance. The use of any of the words “intend”, “may”, “will”, “expect”,
and similar expressions and statements relating to matters that are not historical facts are intended to identify
forward-looking information and are based on management’s current beliefs or assumptions as to the outcome
and timing of such future events. Actual future results may differ materially. In particular, this press release
contains forward-looking information with respect to the timing and completion of the offering of Common
Shares, statutory hold periods, the uses of the net proceeds of the offering and identifying, evaluating and
completing a Qualifying Transaction. Various assumptions or factors are typically applied in drawing
conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions
and factors are based on information currently available to the Company including, but not limited to, the
Company’s ability to complete the offering as described or at all and the ability of the Company to identify a
Qualifying Transaction. Trading in the securities of the Company should be considered highly speculative. The
forward-looking information contained in this press release is made as of the date hereof and the Company is
not obligated to update or revise any forward-looking information, whether as a result of new information, future
events or otherwise, except as required by applicable securities laws. Investors should not place undue reliance
on forward- looking information. The foregoing statements expressly qualify any forward-looking information
contained herein.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies
of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of the content of this News
Release.
The Common Shares to be offered have not been, and will not be, registered under the U.S. Securities Act of
1933, as amended or any U.S. state securities laws, and may not be offered or sold in the United States or to,
or for the account or benefit of, United States persons absent registration or any applicable exemption from
the registration requirements of U.S. federal or state securities laws. This Press Release shall not constitute
an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale
of the Common Shares offered in any jurisdiction in which such offer, solicitation or sale would be unlawful.