RRD/H Richmond Road Capital Corp

Richmond Road Capital Corp. Announces Private Placement

Calgary, Alberta--(Newsfile Corp. - January 29, 2020) - Richmond Road Capital Corp. (TSXV: RRD.H) ("Richmond Road" or the "Company") is pleased to announce that it intends to issue, by way of a non-brokered private placement, up to 1,200,000 common shares of the Company ("Common Shares") at a purchase price of $0.05 per share for gross proceeds of up to $60,000 (the "Private Placement"). The Common Shares will be offered pursuant to certain exemptions from the prospectus delivery requirements under applicable securities laws.

It is anticipated that net proceeds of the Private Placement will be used to identify and evaluate assets or businesses for the Company's Qualifying Transaction (as such term is defined in the policies of the TSX Venture Exchange (the "Exchange")), to fund the costs of the Company's continuous disclosure obligations and for general working capital purposes.

The Company is also pleased to announce the expected resumption of trading of its Common Shares on the NEX, a separate board of the Exchange, under the symbol RRD.H, on or about February 3, 2020. The Common Shares were halted from trading in anticipation of a Qualifying Transaction ("QT") pursuant to the policies of the Exchange. The Company announced on December 6, 2017 that due to the target to such transaction not being able to obtain the requisite shareholder approval required to complete the contemplated transaction, the Company and target were no longer proceeding with the QT. The Company's Common Shares have remained halted since such time.

The Company anticipates significant insider participation in the Private Placement. The issuance of those Common Shares to insiders will be considered related party transactions within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the requirements of MI 61-101 in respect of insider participation.

The closing of the Private Placement is expected to occur in the first half of February 2020, and is subject to certain conditions, including the receipt of all necessary regulatory approvals, including the approval of the Exchange. The Common Shares will be subject to a statutory four-month hold period, and such other restrictions as may be required by applicable securities laws.

About the Company

Richmond Road is a capital pool company ("CPC") within the meaning of the policies of the Exchange. The Company's principal business activity is to identify and evaluate opportunities for the acquisition of assets or business. The Company was founded on September 19, 2012 and is headquartered in Calgary, Alberta.

For further information please contact:

Richmond Road Capital Corp.
Michael Doyle
President, CEO and Director
(403) 708-2427

Forward-Looking Information

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "intend", "may", "will", "expect", and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on management's current beliefs or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this press release contains forward-looking information with respect to the timing and completion of the offering of Common Shares, statutory hold periods, the uses of the net proceeds of the offering and identifying, evaluating and completing a Qualifying Transaction. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company including, but not limited to, the Company's ability to complete the offering as described or at all and the ability of the Company to identify a Qualifying Transaction. Trading in the securities of the Company should be considered highly speculative. The forward-looking information contained in this press release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Investors should not place undue reliance on forward- looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of the content of this News Release.

The Common Shares to be offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of U.S. federal or state securities laws. This Press Release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the Common Shares offered in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

To view the source version of this press release, please visit

EN
29/01/2020

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