Richmond Minerals Inc. Signs Definitive Agreement to Acquire 100% Interest in all Ridley Lake Mining Claims in the Mining District of Porcupine and Announces Non-brokered Flow- through Private Placement
Richmond Minerals Inc. Signs Definitive Agreement to Acquire
100% Interest in all Ridley Lake Mining Claims in the Mining
District of Porcupine and Announces Non-brokered Flow-
through Private Placement
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.
H
ighlights 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
").
T
he 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.
View original content: http://www.newswire.ca/en/releases/archive/June2017/27/c5130.html
%SEDAR: 00009282E
For further information:
Warren Hawkins, P. Eng. Exploration Manager, E: [email protected], Tel: 416-603-2114, Fax: 416-
603-8436
CO: Richmond Minerals Inc.
CNW 14:31e 27-JUN-17