Richmond ROAD Capital Corp. Enters into Definitive Agreement with Fredonia Management Ltd.
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply
with this restriction may constitute a violation of U.S. Securities laws.
RICHMOND ROAD CAPITAL CORP. ENTERS INTO DEFINITIVE AGREEMENT WITH
FREDONIA MANAGEMENT LTD.
CALGARY, ALBERTA – April 8, 2021. – Richmond Road Capital Corp. (TSX-V: RRD.H) (“RRCC”), a
capital pool company listed on the TSX Venture Exchange (the “Exchange”), and Fredonia Management Ltd.
(“Fredonia”), a company incorporated under the laws of the British Virgin Islands with gold and silver
exploration properties in the Deseado Massif, Santa Cruz, Argentina, are pleased to announce that they have
signed a definitive agreement dated April 7, 2021 (the “Definitive Agreement”) in respect of a proposed
business combination completed by way of a three-corned amalgamation that will result in the reverse takeover
of RRCC by Fredonia (the “Proposed Transaction ”). It is anticipated that the Proposed Transaction will
constitute RRCC’s “Qualifying Transaction” pursuant to Policy 2.4 of the Exchange. Following the completion
of the Proposed Transaction, the resulting entity (the “Resulting Issuer”) will hold all of the assets and continue
the business of Fredonia.
Additional Information
For a comprehensive description of the Proposed Transaction, see the January 11, 2021 news release issued by
RRCC, a copy of which is available on RRCC's SEDAR profile at www.sedar.com.
About Fredonia
Fredonia, incorporated under the laws of the British Virgin Islands, directly or indirectly, owns 100%
interest in certain license areas (totaling approximately 18,300 ha.) (collectively, the “Project”), all within
the Deseado Massif geological region in the Province of Santa Cruz, Argentina, including the following
principal areas: El Aguila, approx. 9,100ha, Petrificados, approx. 3,000ha, and the flagship, advanced El
Dorado-Monserrat (“EDM”) covering approx. 6,200ha located close to Anglo Gold Ashanti’s Cerro
Vanguardia mine, subject to a 1.5% net smelter return royalty on the EDM, 0.5% net profits interest on
Winki II, El Aguila I, El Aguila II and Petrificados.
About the Project
The Deseado massif is a tectonic block which comprises Jurassic and Cretaceous volcanic outpouring,
containing two important geological groups: the Bajo Pobre and Chon Aike both of which are prospective
for low sulphidation epithermal style gold-silver mineralisation, such as being exploited at the Cerro
Vanguardia gold – silver mine.
The property contains other prospects which are interpreted as prospective on the basis of drilling so far
conducted: The Project contains several other prospects with identified structures containing significant
gold-silver values in rock chip, channel and drill samples.
For further information:
Richmond Road Capital Corp.
Michael Doyle, CEO
Phone: 403-708-2427
Email: [email protected]
Fredonia Management Ltd.
Carlos Espinosa, Chief Financial Officer
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Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to,
Exchange acceptance and obtaining all required shareholder approvals. There can be no assurance that
the Proposed 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 Transaction, any information released or received with
respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved
nor disapproved the contents of this press release.
All information contained in this news release with respect to RRCC, Fredonia, and the Resulting Issuer
was supplied by the parties, respectively, for inclusion herein, and RRCC and its directors and officers
have relied on Fredonia for any information concerning such party.
Forward-Looking Statements
This news release contains "forward-looking information" and "forward-looking statements" (collectively,
"forward-looking statements") within the meaning of the applicable Canadian securities legislation. All
statements, other than statements of historical fact, are forward-looking statements and are based on
expectations, estimates and projections as at the date of this news release. Any statement that involves
discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions,
future events or performance (often but not always using phrases such as "expects", or "does not expect",
"is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts",
"estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions,
events or results "may" or "could", "would" , "might " or "will" be taken to occur or be achieved) are not
statements of historical fact and may be forward-looking statements. In this news release, forward-looking
statements relate, among other things, to: the terms and conditions of the Proposed Transaction, the
completion of the Financing and the release of the Escrowed Proceeds, the consolidation, the business and
operations of RRCC, Fredonia and the Resulting Issuer, go-forward management of the Resulting Issuer;
the trading of the Resulting Issuer common shares, and the receipt of director, shareholder and regulatory
approvals. Forward-looking statements are necessarily based upon a number of estimates and assumptions
that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors
which may cause the actual results and future events to differ materially from those expressed or implied
by such forward-looking statements. Such factors include, but are not limited to: general business,
economic, competitive, political and social uncertainties; and the delay or failure to receive board,
shareholder, court or regulatory approvals. There can be no assurance that such statements will prove to be
accurate, as actual results and future events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on the forward-looking statements and
information contained in this news release. Except as required by law, RRCC and Fredonia assume no
obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors,
should they change, except as required by law. The terms and conditions of the Proposed Transaction may
change based on RRCC's due diligence (which will be limited as RRCC has relied up the due diligence
conducted by the Agent in connection with the concurrent financing of subscription receipts of Fredonia
which closed on February 25, 2021) and the receipt of tax, corporate and securities law advice for both
RRCC and Fredonia. The statements in this press release are made as of the date of this release.