TORONTO, Jan. 5, 2022 /CNW/ - Richmond Minerals Inc.
(TSXV: RMD) ("Richmond") is pleased to announce
that it has closed a non-brokered private placement for aggregate
gross proceeds of $129,100 (the
"Offering"). The Offering consists of the sale of 2,151,666
million flow-through units ("FT Units") at a price of
$0.06 per FT Unit.
Each FT Unit consists of one (1) common share in the capital
stock of the Richmond that is a
"flow-through share" within the meaning of the Income Tax
Act (Canada) (the
"Act") and one-half (½) of one common share purchase
warrant (each whole warrant, a "FT Warrant"). Each FT
Warrant will entitle the holder to purchase one (1) common share of
Richmond at a price of
$0.10 per common share until the date
which is two (2) years following the closing date of the Offering,
whereupon the FT Warrants will expire.
Richmond intends to use the net
proceeds from the Offering for "Canadian exploration expenses" that
will qualify as "flow-through mining expenditures" on its
properties for purposes of the Act and will renounce such expenses
with an effective date of no later than December 31, 2021.
Richmond has paid a cash
finder's fee of $6,000 and issued
100,000 finder warrants (the "Finder's Warrants"). The
Finder's Warrants are exercisable at a price of $0.06 per share for a period of two
years.
The securities issued and issuable pursuant to the Offering will
be subject to a four month and one day statutory hold period.
An insider of Richmond
subscribed for an aggregate of 300,000 FT Units. The participation
of the officer 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"). Richmond 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 Richmond's market capitalization as calculated
in accordance with MI 61-101. Richmond 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 Richmond 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: 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.
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; 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.
SOURCE Richmond Minerals Inc.