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.
