TORONTO , July 31, 2014 /CNW/ - Richmond Minerals Inc. (TSX-V: RMD) (" Richmond ") is pleased to announce that it has entered into debt settlement agreements to settle obligations (the "Settlements") owed to certain of its directors, officers and arm's length consultants, as well as an arm's length lender, in the aggregate amount of $198,650 through the issuance of an aggregate of 2,837,856 common shares of Richmond ("Shares") to such persons at a deemed value of $0.07 per Share.
The Settlements primarily represent payments for consulting fees but also settle various other liabilities including directors' fees, a severance payment, and loan interest. Completion of the Settlements will allow Richmond to preserve its existing cash balances.
All Shares issued pursuant to the Settlements are subject to a statutory four-month hold period from the date hereof.
A total of 1,185,714 Shares, representing aggregate consideration of approximately $83,000 , were issued to four directors and/or senior officers of Richmond (the "Insider Issuances"), including Shares issued to a company over which a senior officer of Richmond has direction and control. The Insider Issuances constituted 'related party transactions' under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Insider Issuances were approved by all non-interested directors of Richmond , and the interested directors (and senior officers) abstained from approval of the same. The Insider Issuances are exempt from the valuation and minority approval requirements of MI 61-101 on the basis that (i) no securities of Richmond are listed or quoted on specified markets, namely the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS market operated by PLUS Markets Group plc, and (ii) at the time the Insider Issuances were agreed to, the fair market value of the Shares, insofar as the Insider Issuances involved interested parties, did not exceed 25% of Richmond's market capitalization.
Cautionary Statements
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
This news release may contain 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 statements regarding, among other things, the Settlements. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, regulatory approval processes. Although Richmond believes that the assumptions used in preparing the forward-looking information in this news release are reasonable, including that all necessary regulatory approvals will be obtained in a timely manner, 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 applicable securities laws.
SOURCE Richmond Minerals Inc.