Fredonia Management Ltd. signed a non-binding letter of intent to acquire Richmond Road Capital Corp. (TSXV:RRD.H) in a reverse merger transaction for CAD 24.9 million on October 29, 2020. Fredonia Management Ltd. signed a definitive agreement to acquire Richmond Road Capital Corp. in a reverse merger transaction on April 7, 2021. Under the terms of transaction, shareholders of Fredonia will receive common shares of Richmond Road in exchange for their Fredonia shares. In connection with the transaction, the Richmond Road shares will be consolidated on the basis of one post-consolidation share for every 1.36 pre-consolidation shares, such basis resulting in the deemed value of the Richmond Road shares being equal to the Fredonia share value. It is intended that post-Consolidated Richmond Road shares will be issued to the holders of Fredonia shares on the basis of one post-Consolidated Richmond Road share for every one Fredonia share. Fredonia has entered into an engagement letter with Paradigm Capital Inc. and Red Cloud Securities Inc. for a concurrent financing with gross proceeds of up to CAD 6.4 million, subject to a minimum gross proceeds of CAD 5 million, at a price of CAD 0.17 per subscription receipt. A total of 146.5 million shares will be issued at a price of CAD 0.17 per share, which include 37.45 million common shares issued to investors in the brokered concurrent financing completed by Fredonia Management on February 25, 2021. Following the completion of the transaction, the resulting Issuer will hold all of the assets and continue the business of Fredonia and is expected to qualify as a Tier 1 or Tier 2 mining issuer on TSXV with the name Fredonia Mining Ltd. or such other name as determined by the Directors.

It is anticipated that all of the current directors and officers of Richmond Road will resign from their respective positions in connection with the closing of the transaction. The board and management of the resulting issuer shall be comprised of Fredonia nominees and is expected to include a board comprised of Ricardo Auriemma, Ali Mahdavi, Estanislao Auriemma, Waldo Perez and Michael Doolan. Management is expected to include Ali Mahdavi as Chairman, Estanislao Auriemma as Chief Executive Officer, and Carlos Espinosa as Chief Financial Officer. The transaction is subject to negotiation and execution of the definitive agreement, completion of the concurrent financing, approval by board of directors of both Richmond Road and Fredonia, approval by the shareholders of both Richmond Road and Fredonia, regulatory approvals, consummation of due diligence, conditional listing approval of TSXV of Richmond Road's Shares issuable as consideration for the Fredonia Shares subject to the Merger, and confirmation from TSXV that, following implementation of the Merger, Richmond Road will qualify for listing as a Tier 1 or Tier 2 Mining Issuer on TSXV and other standard closing conditions. Paul Fornazzari and Myroslav Chwaluk of Fasken Martineau DuMoulin LLP acted as legal advisors to Fredonia Management Limited. Robb McNaughton of Borden Ladner Gervais LLP acted as legal advisor to Richmond Road. TSX Trust Company and Computershare Trust Company of Canada acted as transfer agents to Richmond Road.

Fredonia Management Ltd. completed the acquisition of Richmond Road Capital Corp. (TSXV:RRD.H) in a reverse merger transaction on June 24, 2021. Prior to completing the transaction, Richmond Road Capital Corp. changed its name to Fredonia Mining Inc. The Directors of the resulting issuer following completion of the transaction comprise of Ricardo Auriemma, Estanislao Auriemma, Waldo Perez, Michael Doolan and Ali Mahdavi as the Chairman. Estanislao Auriemma has been appointed as Chief Executive Officer and Carlos Espinosa has been appointed as Chief Financial Officer of the resulting issuer. The common shares of the resulting issuer are expected to commence trading on the TSXV under the symbol “FRED” upon satisfaction of certain standard conditions to listing on a date that can in no event be earlier than seven business days after June 22, 2021.