WINNIPEG, MB, Aug. 13, 2020 /CNW/ - Richardson Financial Group Limited ("RFG") announced today that it has entered into an agreement with GMP Capital Inc. ("GMP"), pursuant to which GMP will acquire (the "RGMP Transaction") 100% ownership of the common equity of Richardson GMP ("RGMP").

Pursuant to the transaction, in consideration for its interest in RGMP, RFG will receive an aggregate of 54,880,719 common shares in the capital of GMP ("GMP Shares") at a deemed issue price of approximately $2.27 per GMP Share representing aggregate notional value of approximately $124.6 million. The additional GMP Shares are expected to represent approximately 30.1% of the GMP Shares expected to be outstanding upon completion of the RGMP Transaction. 

Including its current interest in GMP, RFG is expected to own an aggregate of 73,051,294 GMP Shares upon completion of the RGMP Transaction, which is expected to represent approximately 40% of the issued and outstanding GMP Shares.

10% of the GMP Shares issuable pursuant to the RGMP Transaction will be released to RFG on closing, with the balance being placed in escrow to be released in equal amounts on the first, second and third anniversaries of the closing subject to the satisfaction of certain conditions. In addition, the actual number of shares that will be held by RFG may be adjusted based on a purchase price adjustment contained in the definitive agreement governing the RGMP Transaction.

RFG's interest in GMP is for investment purposes. RFG may or may not purchase or sell securities of GMP in the future on the open market or in private transactions, depending on market conditions and other factors. RFG currently has no other plans or intentions that relate to their investment in GMP. Depending on market conditions, general economic and industry conditions, GMP's business and financial condition and/or other relevant factors, RFG may develop other plans or intentions in the future relating to one or more of the above items. In connection with the closing of the RGMP Transaction, the existing Investor Agreement governing RFG's investment in GMP will be terminated. 

RFG does not act jointly or in concert with any person or company in respect of ownership of securities of GMP.

GMP common shares are listed for trading on the TSX under the symbol "GMP"

About Richardson Financial Group Limited

Richardson Financial Group Limited is a privately-owned Canadian corporation. Headquartered in Winnipeg, the Firm is involved in financial services businesses.

A copy of the early warning report to be filed by RFG in connection with the investment will be available on GMP's profile on SEDAR at www.sedar.com.

SOURCE Richardson Financial Group Limited

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