Richmond Minerals Announces Non-Brokered Private Placement Upsize and Closing of First Tranche Trading Symbol TSX(V): RMD Boerse Frankfurt: WKN A1W98A: R52
Richmond Minerals Announces Non-Brokered
Private Placement Upsize and Closing of First
Tranche
Trading Symbol TSX(V): RMD
Boerse Frankfurt: WKN A1W98A: R52
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR
FOR
DISSEMINATION IN
THE UNITED STATES
./
TORONTO
,
Nov. 3, 2020
/CNW/ - Richmond Minerals Inc. (TSX-V: RMD) ("
Richmond
" or the
"
Company
") is pleased to announce that further to its news release of
October 20, 2020
it has
completed the first tranche of a non-brokered private placement (the "
Offering
") consisting of the
sale of 1,666,665 flow-through units (the "
FT
Units
") at a price of
C$0.06
per FT Unit for aggregate
gross proceeds of
C$100,000
.
Each FT Unit issued pursuant to the Offering consisted of one flow-through common share of the
Company and one-half of one common share purchase warrant (each whole warrant, a "
Warrant
").
Each Warrant shall entitle the holder to purchase one additional common share at a price of
C$0.10
at any time on or before the date which is 24 months after the closing date of the Offering.
Due to continued investor interest the Company will offer for sale an additional 1,666,666 FT Units
for aggregate gross proceeds of up
C$100,000
(the "
Second Tranche Offering
"). The Second
Tranche Offering is expected to close on or around
November 13, 2020
and is subject to regulatory
approval, including the approval of the TSX Venture Exchange.
Richmond
intends to use the net proceeds from the Offering and Second Tranche Offering for
exploration purposes. The proceeds from the sale of the flow-through shares comprising part of the
FT Units will be used for "Canadian exploration expenses" and will qualify as "flow-through mining
expenditures" (the "
Qualifying Expenditures
"), as defined in subsection 127(9) of the
Income Tax
Act
(
Canada
). The Company intends to renounce the Qualifying Expenditures to subscribers of FT
Units for the fiscal year ended
December 31, 2020
.
In connection with the Offering the Company has also issued non-transferrable common share
purchase warrants ("
Finder's Warrants
") to an eligible finder to acquire up to a total of 23,333
common shares of the Company, being 7% of the number of FT Units sold to purchasers introduced
by the finder. Each Finder's Warrant entitles the holder to purchase one common share of the
Company at a price of
C$0.10
per common share at any time on or before the date which is 24
months after the closing date of the Offering.
The securities issued and issuable pursuant to the Offering will be subject to a four month and one
day statutory hold period.
Certain insiders, directors and officers of the Company subscribed for an aggregate of 416,666 FT
Units. The participation of the insiders, 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.
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.
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. 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; risks related
to infectious diseases such as COVID-19; 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.
View original content to download multimedia:
http://www.newswire.ca/en/releases/archive/November2020/03/c5216.html
%SEDAR: 00009282E
For further information:
Franz Kozich, President, Warren Hawkins, P. Eng., Exploration Manager,
E: [email protected], Tel: 416-603-2114
CO: Richmond Minerals Inc.
CNW 17:00e 03-NOV-20