Latest news with #ArrangementAgreement
Business Wire
10-07-2025
- Business
- Business Wire
Silver Storm Announces Till Capital Shareholder Approval of Arrangement
TORONTO--(BUSINESS WIRE)--Silver Storm Mining Ltd. (' Silver Storm ' or the ' Company ') (TSX.V: SVRS | OTCQB: SVRSF | FSE: SVR) is pleased to announce that, further to its news release dated May 6, 2025, at a special meeting of the shareholders of Till Capital Corporation (' Till ') (TSX.V:TILL) held today, the Till shareholders approved the previously announced transaction of Till with the Company, whereby Silver Storm will indirectly acquire, by way of a court-approved plan of arrangement (the ' Arrangement '), 100% of the issued and outstanding common shares of Till (the ' Common Shares ') in accordance with the terms of an arrangement agreement entered into by the Company and Till on May 5, 2025 (the " Arrangement Agreement"). Further information regarding the Arrangement Agreement is provided in the Company's news release dated May 6, 2025, a copy of which is available under Silver Storm's profile on SEDAR+ at and on Silver Storm's website. Completion of the Arrangement remains subject to closing conditions as set forth in the Arrangement Agreement, including final approval of the Supreme Court of British Columbia (the ' Court '), final approval of the TSX Venture Exchange (the ' TSXV '), and certain other conditions to implementing the Arrangement as set out in the Arrangement Agreement. Till anticipates returning to the Court on July 15, 2025, to seek a final order of the Court approving the Arrangement. Assuming that the conditions to closing are satisfied or waived, it is currently expected that the Arrangement will be completed on or about July 17, 2025. About Silver Storm Mining Ltd. Silver Storm Mining Ltd. holds advanced-stage silver projects located in Durango, Mexico. In 2023 Silver Storm acquired of 100% of the La Parrilla Silver Mine Complex, a prolific past producing operation comprised of a 2,000 tpd mill as well as five underground mines and an open pit that collectively produced 34.3 million silver-equivalent ounces between 2005 and 2019. The Company also holds a 100% interest in the San Diego Project, which is among the largest undeveloped silver assets in Mexico. For more information regarding the Company and its projects, please visit our website at Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release. Cautionary Note Regarding Forward Looking Statements: Certain statements in this news release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of the phrase 'forward-looking information' in the Canadian Securities Administrators' National Instrument 51-102 – Continuous Disclosure Obligations. Forward-looking statements are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management and Qualified Persons (in the case of technical and scientific information) expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as 'believes', 'anticipates', 'expects', 'estimates', 'may', 'could', 'would', 'will', or 'plan'. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information 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 the merits of the Arrangement with Till and the ability to successfully deploy the proceeds therefrom and realize value from the other assets of Till, the Company's plans and expectations for La Parrilla, and the ability to eventually place the La Parrilla Complex back into production. In making the forward-looking statements included in this news release, the Company and Qualified Persons (in the case of technical and scientific information) have applied several material assumptions, including that the Company´s financial condition and development plans do not change because of unforeseen events, that future metal prices and the demand and market outlook for metals will remain stable or improve, management's ability to execute its business strategy and no unexpected or adverse regulatory changes with respect to La Parrilla and the Arrangement, the decision to potentially place La Parrilla into production, other production related decisions or to otherwise carry out mining and processing operations, being largely based on internal non-public Company data and reports from previous operations and not based on NI 43-101 compliant reserve estimates, preliminary economic assessments, pre-feasibility or feasibility studies, resulting in higher risks than would be the case if a feasibility study were completed and relied upon to make a production decision. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Company to control or predict, that may cause the Company's actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including, but not limited to, completion of the Arrangement with Till on the terms set out in the Arrangement Agreement or at all, the ability to obtain requisite corporate and regulatory approvals, including but not limited to the approval from the TSXV and the Court, the ability of the Company, upon closing of the Arrangement, to incorporate Till into the business of the Company on an economic basis and otherwise derive value therefrom, and the risk that the Company is unable to achieve its goal of placing La Parrilla back into production.
Cision Canada
07-07-2025
- Business
- Cision Canada
INTERRENT REIT ANNOUNCES END OF "GO-SHOP" PERIOD
OTTAWA, ON, July 7, 2025 /CNW/ - InterRent Real Estate Investment Trust ("InterRent" or the "REIT") (TSX: announced today the expiration of the 40-day go-shop period (the "Go-Shop Period") provided for in the arrangement agreement dated May 27, 2025 (the "Arrangement Agreement") between the REIT and Carriage Hill Properties Acquisition Corp. (the "Purchaser"), a newly formed entity owned by CLV Group and GIC, pursuant to which the Purchaser will acquire InterRent in an all-cash transaction valued at approximately $4 billion, including the assumption of net debt (the "Transaction"). During the Go-Shop Period, the REIT was permitted to actively solicit, facilitate and enter into negotiations with third parties that expressed an interest in acquiring the REIT. BMO Capital Markets ("BMO"), the REIT's financial advisor, contacted 85 potential buyers on behalf of the REIT. Nine of the potential buyers entered into confidentiality agreements with the REIT and were granted access to non-public information about the REIT. The Go-Shop Period expired at 11:59 p.m. ET on July 6, 2025. The REIT did not receive an Acquisition Proposal (as such term is defined in the Arrangement Agreement) during the Go-Shop Period. As the Go-Shop Period has ended, the non-solicitation provisions in the Arrangement Agreement are now in effect. These provisions limit the REIT, its subsidiaries and their representatives from soliciting, facilitating or entering into any discussions, negotiations or communications or other activities with any person (other than the Purchaser) with respect to any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, subject to customary "fiduciary out" provisions, pursuant to which, among other things, the REIT may, subject to certain requirements, engage, on and subject to the terms and conditions set out in the Arrangement Agreement, with a person that submits a bona fide unsolicited Acquisition Proposal which constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal if consummated in accordance with its terms. The Transaction is structured as a statutory plan of arrangement under the Business Corporations Act (Ontario). Completion of the Transaction requires approval of at least 66 2/3% of the votes cast by unitholders, as well as the approval by a simple majority of votes cast by disinterested unitholders, excluding for this purpose votes attached to units held by persons described in items (a) through (d) of section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions at a special meeting of InterRent. The place and time of the special meeting (the "Meeting") will be announced at a later date and InterRent will issue a management information circular, including voting instructions in due course. Related materials for the Meeting will be available under the REIT's profile on SEDAR+ at The Transaction is also subject to the approval of the Ontario Superior Court of Justice (Commercial List), regulatory approvals, consents and approvals from Canada Mortgage and Housing Corporation ("CMHC") and certain of InterRent's lenders and the satisfaction of other customary closing conditions. ABOUT INTERRENT InterRent REIT is a growth-oriented real estate investment trust engaged in increasing Unitholder value and creating a growing and sustainable distribution through the acquisition and ownership of multi-residential properties. InterRent's strategy is to expand its portfolio primarily within markets that have exhibited stable market vacancies, sufficient suites available to attain the critical mass necessary to implement an efficient portfolio management structure, and offer opportunities for accretive acquisitions. InterRent's primary objectives are to use the proven industry experience of the Trustees, Management and Operational Team to: (i) to grow both funds from operations per Unit and net asset value per Unit through investments in a diversified portfolio of multi-residential properties; (ii) to provide Unitholders with sustainable and growing cash distributions, payable monthly; and (iii) to maintain a conservative payout ratio and balance sheet. CAUTIONARY STATEMENT AND FORWARD-LOOKING STATEMENTS This press release contains "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements generally include, but are not limited to, statements with respect to management's beliefs, plans, estimates and intentions, and similar statements concerning the Transaction, the ability to complete the Transaction and the other transactions contemplated by the Arrangement Agreement and the timing thereof, including the parties' ability to satisfy the conditions to the consummation of the Transaction, the receipt of the required shareholder approvals, regulatory approvals, consents and approvals of CMHC and certain existing lenders and court approval and other customary closing conditions, the possibility of any termination of the Arrangement Agreement in accordance with its terms, and the expected benefits to InterRent and its unitholders and other stakeholders of the Transaction, and other statements that are not historical facts. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of InterRent to be materially different from those expressed or implied by such forward-looking statements, including, but not limited to: the Transaction and the terms thereof; the place and time of the special meeting and the date an information circular will be issued; and regulatory, court, unitholder, CMHC and lender approvals; the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, or that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required regulatory, CMHC and certain existing lenders consent, shareholder and court approvals and other conditions to the closing of the Transaction or for other reasons; the negative impact that the failure to complete the Transaction for any reason could have on the price of InterRent's securities or on its business; the Purchaser's failure to pay the consideration at closing of the Transaction; the failure to realize the expected benefits of the Transaction; the restrictions imposed on InterRent while the Transaction is pending; the business of InterRent may experience significant disruptions, including loss of clients or employees due to Transaction-related uncertainty, industry conditions or other factors; risks relating to employee retention; the risk of regulatory changes that may materially impact the business or the operations of InterRent; the risk that legal proceedings may be instituted against InterRent; significant Transaction costs or unknown liabilities; and risks related to the diversion of management's attention from InterRent's ongoing business operations while the Transaction is pending; and other risks and uncertainties affecting InterRent. For more information on the risks and uncertainties affecting InterRent, please refer to the "Forward-Looking Statements" section of InterRent's Management's Discussion and Analysis for the year ended December 31, 2024 and Annual Information Form for the financial year ended December 31, 2024 (the "AIF"), as well as the "Risk Factors" section of the AIF. Although the forward-looking information contained herein is based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. InterRent has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, however, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. InterRent does not undertake to update any forward-looking statements, except in accordance with applicable securities laws. T
Business Wire
27-06-2025
- Business
- Business Wire
Great Quest Gold Enters Into Arrangement Agreement With Lotus Gold
VANCOUVER, British Columbia--(BUSINESS WIRE)--Great Quest Gold Ltd. (' Great Quest ' or the ' Company ') (TSX-V: GQ) is pleased to announce that further to its news release dated May 14, 2025, it has entered into a definitive arrangement agreement dated June 26, 2025 (the ' Arrangement Agreement ') with Lotus Gold Corporation (' Lotus '), pursuant to which Great Quest intends to acquire all of the issued and outstanding common shares of Lotus (the ' Lotus Shares ') in exchange for newly issued common shares in the capital of Great Quest (' GQ Shares ') as an arm's length transaction to be completed by way of a court-approved plan of arranged under the Business Corporations Act (British Columbia) (the ' BCBCA ') (the ' Arrangement '). Pursuant to the policies of the TSX Venture Exchange (the ' TSXV '), the Arrangement will be considered a reverse takeover (the ' RTO ') of the Company by Lotus, which will become a wholly-owned subsidiary of the resulting issuer (the ' Resulting Issuer ') following completion of the Arrangement. Transaction Details Pursuant to the Arrangement Agreement, the shareholders of Lotus will receive such number of common shares of the Resulting Issuer (the ' RI Shares ') such that the former Lotus shareholders will own 63.3% of the issued and outstanding RI Shares and the number of RI Shares held by the former shareholders of Great Quest will equal 36.7%. The number of RI Shares issued as consideration shares to former holders of Lotus Shares will be determined following completion of the Bridge Financing (as defined below) and announced in a subsequent news release accordingly. In accordance with the terms of the Arrangement Agreement, all outstanding warrants of Lotus will be exercisable to acquire RI Shares, in amounts and at exercise prices adjusted in accordance with the Arrangement Agreement. A subsequent news release will describe the valuation of Lotus. Arrangement Agreement The Arrangement will be subject to the following approvals: approval by the Supreme Court of British Columbia, requisite regulatory approval, including the approval of the TSXV; and the approval of the directors and the shareholders of each of Great Quest and Lotus. Among other terms customary for a transaction of this nature, the Arrangement Agreement includes the following terms and conditions: A change of name of the Company to such name as is mutually agreed between Great Quest and Lotus and acceptable to the TSXV effective upon closing of the Arrangement (the ' Closing '); a share consolidation of Great Quest on the basis of one post-consolidation GQ Share for every 30 pre-consolidation GQ Shares; completion of a bridge financing (the ' Bridge Financing ') by Great Quest for gross aggregate proceeds of up to CAD$500,000, through the issuance of GQ Shares at a pre-Consolidation price of $0.025 per share, as further described in the Company's news release dated June 16, 2025; directors and officers of Lotus and shareholders of Lotus holding 5% or more entering into support and voting agreements pursuant to which they have agreed to vote their Lotus Shares in favour of the Arrangement; each of Great Quest and Lotus will have a working capital deficit and long term debt (excluding non-cash liabilities) of no more than CAD$110,000 unless agreed otherwise by Lotus and Great Quest respectively in writing; Lotus will receive a title opinion regarding Great Quest's Namibian mineral project; and Great Quest will receive a technical report in compliance with National Instrument 43-103 – Standards of Disclosure for Mineral Projects and a title opinion regarding Lotus' Eastern Desert Gold Project in Eastern Egypt. Trading in the GQ Shares has been halted since May 8, 2025 in accordance with the policies of the TSXV and will remain halted until such time as all required documentation in connection with the Arrangement has been filed with and accepted by, and permission to resume trading has been obtained from, the TSXV. There can be no assurance that trading of GQ Shares will resume prior to the completion of the Arrangement. Shareholder Approvals At a special meeting of the shareholders of Great Quest the (the ' GQ Meeting ') to be held in accordance with the BCBCA, Great Quest will seek the approval of the RTO pursuant to the policies of the TSXV by an ordinary resolution passed by shareholders of Great Quest holding at least 51% of the issued and outstanding GQ Shares present in person or represented by proxy at the GQ Meeting. At a special meeting of the shareholders of Lotus (the ' Lotus Meeting ') to be held in accordance with the BCBCA, Lotus will seek the approval of the Arrangement by a special resolution passed by the shareholders of Lotus holding at least 66 2 / 3 % of the issued and outstanding Lotus Shares present in person or represented by proxy at the Lotus Meeting. Lotus Advance In connection with the Arrangement, Lotus will enter into a secured loan agreement with Great Quest for the loan amount of $300,000 (the ' Loan ') bearing interest at 10% per annum, subject to conversion into GQ Shares at a pre-Consolidation price of $0.025 per share should the Arrangement not close by the November 30, 2025 deadline. Great Quest intends to use the funds from the Loan for its working capital requirements. Bridge Financing Further to Great Quest's news release dated June 16, 2025, the Company intends to complete the Bridge Financing prior to the Closing. The Bridge Financing is subject to approval by the TSXV. Resulting Issuer Board of Directors Upon completion of the Arrangement, it is anticipated that the board of directors of the Resulting Issuer shall consist of the following persons: Jed Richardson, Director Jed Richardson brings a wealth of experience spanning a 25-year career in the mining and financial sectors. He has worked as a Research Associate at RBC Capital Markets and as a Research Analyst at Cormark/Sprott Securities, in addition to serving as a Mining Engineer for Alcan Aluminum. Jed has also served as Vice-President of Corporate Development for Verde Potash, Principal Consultant of Javelin Corporate Development Partners, and President and CEO of Trigon Metals. Joining Great Quest's Board in 2010, he was appointed President & CEO in 2013, transitioning to the role of Executive Chairman in 2024. Jed holds a in Mineral and Geological Engineering from the University of Toronto. Heye Daun, Director Heye Daun is the co-founder and former President & CEO of Osino Resources. He is also the co-founder of the former Auryx Gold Corp. which advanced the Otjikoto gold project in Namibia until sale to B2Gold Corp for US$160m in 2011. As the former President & CEO of Ecuador Gold & Copper Corp. (' EGX '), Heye was instrumental in the formation of Lumina Gold Corp. through the C$200m merger of EGX with Odin Mining, before founding Osino Resources in 2015 with Alan Friedman. Heye is a mining engineer and MBA and has extensive experience in mining operations, working for Rio Tinto, AngloGold-Ashanti and Gold Fields, and stints in mining finance with South Africa's Nedbank Capital and Old Mutual Investment Group. For the last 12 years Heye has been a successful public markets mining entrepreneur. Heye is a Director and also co-founder of Lotus. Alan Friedman, Director Alan Friedman is a South African-trained lawyer and public markets entrepreneur with significant success in a range of sectors such as mining, oil & gas, cannabis, e-gaming and others. As a result of being involved with North American public markets for over 20 years, his little black book is brimming with the Who-is-Who in Finance and Acquisitions and he has played an integral role in the financings and go-public transactions for many resource companies onto Toronto Stock Exchange and AIM. He is also a director of the Canada-Africa Chamber of Business. Alan is a Co-founder and Director of TSXV-listed Eco (Atlantic) Oil and Gas Ltd., and co-founder of Auryx Gold Corp and Osino Resources. Alan is a Director and also co-founder of Lotus. Sponsorship The Arrangement may require sponsorship under the policies of the TSXV unless a waiver from sponsorship is granted. Great Quest intends to apply for a waiver from sponsorship requirements of the TSXV in connection with the Arrangement. There can be no assurance that such waiver will ultimately be granted. Eastern Gold Desert Project Descriptions In two competitive international bid rounds, Lotus secured ten exploration sectors (blocks or licenses) across the Egyptian Eastern Desert. Subsequent renewal and relinquishment of blocks, as well as the addition of 5.5 blocks acquired from B2Gold brings the total land position to ±1,930 km 2 (roughly the equivalent of 11 blocks), as summarised below: Qualified Person (QP) Statements Qualified Person David Underwood, BSc. (Hons) is Vice President Exploration of Lotus Gold Corporation and has reviewed and approved the scientific and technical information in this news release as it pertains to Lotus, and is a registered Professional Natural Scientist with the South African Council for Natural Scientific Professions (Pr. Sci. Nat. No.400323/11) and a Qualified Person for the purposes of National Instrument 43-101 – Standards of Disclosure for Mineral Projects (" NI 43-101"). On behalf of the board of directors of Great Quest Gold Ltd.: "Jed Richardson" Chief Executive Officer and Executive Chairman Further Information and Disclaimer All information contained in this news release with respect to Great Quest and Lotus was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party. Completion of the Arrangement is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to the requirements of the TSXV, disinterested shareholder approval. Where applicable, the Arrangement cannot close until any required shareholder approvals are obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Arrangement, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the Arrangement and has neither approved nor disapproved the contents of this press release. 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 release. Cautionary Statements Regarding Forward Looking Information This news release contains 'forward-looking information' within the meaning of applicable securities laws relating to the proposal to complete the Arrangement and associated transactions. Any such forward-looking statements may be identified by words such as 'expects', 'anticipates', 'believes', 'projects', 'plans' and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Statements about, among other things, the completion and expected terms of the Arrangement, the Loan, the number of securities of the Company that may be issued in connection with the Arrangement and Bridge Financing, obtaining the requisite shareholder approval, Lotus' strategic plans and the parties' ability to satisfy closing conditions and receive necessary approvals, are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Arrangement (including the name change and consolidation), the Loan, or the Financings will occur or that, if the Arrangement, and the Financings do occur, they will be completed on the terms described above. Great Quest and Lotus assume no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.
Yahoo
23-05-2025
- Business
- Yahoo
Riverside Resources finalises Blue Jay Gold shares spin-out
Riverside Resources has announced the successful completion of its arrangement to spin out shares of Blue Jay Gold to its shareholders, effective 22 May 2025. Shareholders of Riverside received one new common share of Riverside and one-fifth of a common share of Blue Jay for each Riverside share held. The new Riverside shares are set to begin trading on the TSX Venture Exchange (TSXV) at market opening on 26 May 2025. Riverside president and CEO John-Mark Staude said: 'The completion of the Blue Jay spin-out marks a significant milestone in Riverside's ongoing strategy to unlock value through disciplined corporate development and capital deployment. 'We believe that Blue Jay, with its strong portfolio of Canadian gold assets, dedicated management team and clean capital structure, is well-positioned for exploration and growth. This spin-out not only provides Riverside shareholders with direct exposure to a focused new exploration company, but it also reinforces Riverside's track record of creating value through strategic actions that serve the company and shareholders.' On the same day as the arrangement, Riverside and Blue Jay amended their original agreement from 27 January 2025. This amendment allows both companies to waive certain conditions of the Arrangement Agreement, with all other terms remaining unchanged. Blue Jay CEO Geordie Mark said: 'Blue Jay is launching with a clear and compelling mandate to build long-term shareholder value through focused gold exploration in Canada, one of the world's most stable and well-endowed mining jurisdictions. 'Our initial asset base includes high-quality projects with significant discovery potential and our team brings deep technical expertise, capital markets experience and a commitment to disciplined exploration.' Blue Jay is also preparing to apply for its shares to be listed on the TSXV. Following this corporate manoeuvre, Blue Jay will become a reporting issuer in Alberta, British Columbia, and Ontario, adhering to all continuous disclosure requirements under Canadian securities laws. Additionally, Riverside Resources has expanded its mining interests by acquiring and transferring the title of the Maria Luisa Copper Property in Sonora, Mexico. This acquisition, completed in June last year, adds a significant 16km² to Riverside's portfolio within the Laramide age porphyry Cu-(Au, Mo) district, directly adjacent to its Ariel property. "Riverside Resources finalises Blue Jay Gold shares spin-out" was originally created and published by Mining Technology, a GlobalData owned brand. The information on this site has been included in good faith for general informational purposes only. It is not intended to amount to advice on which you should rely, and we give no representation, warranty or guarantee, whether express or implied as to its accuracy or completeness. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
22-05-2025
- Business
- Yahoo
Riverside Resources Inc. Completes Spin-Out of Blue Jay Gold Corp. Shares
Vancouver, British Columbia--(Newsfile Corp. - May 22, 2025) - Riverside Resources Inc. (TSXV: RRI) (OTCQB: RVSDF) (FSE: 5YY) ("Riverside") and Blue Jay Gold Corp. ("Blue Jay") are pleased to announce that they have completed the plan of arrangement (the "Arrangement") which was previously discussed in Riverside's press release dated January 28, 2025, with the arrangement to spin out the shares of Blue Jay to the shareholders of Riverside, effective Thursday, May 22, 2025. Pursuant to the Arrangement, holders of common shares of Riverside on the date hereof have received one new common share of Riverside (each, a "Riverside Share") and 1/5th of one common share of Blue Jay (each, a "Blue Jay Share") for each common share of Riverside held. The new Riverside Shares will commence trading on the TSX Venture Exchange (the "TSXV") at the market opening on Monday, May 26, 2025. The CUSIP numbers for the new Riverside Shares and the Blue Jay Shares are 76927E109 and 095925103, respectively. "The completion of the Blue Jay spinout marks a significant milestone in Riverside's ongoing strategy to unlock value through disciplined corporate development and capital deployment," said John-Mark Staude, President & CEO of Riverside. "We believe that Blue Jay, with its strong portfolio of Canadian gold assets, dedicated management team, and clean capital structure, is well-positioned for exploration and growth. This spinout not only provides Riverside shareholders with direct exposure to a focused new exploration company, but it also reinforces Riverside's track record of creating value through strategic actions that serve the company and shareholders. This approach was notably demonstrated with the successful spinout of Capitan Silver, which has delivered additional value to our shareholders since its launch. We are proud to have launched Blue Jay and look forward to its success as a stand-alone public company." Immediately prior to the Arrangement, on May 22, 2025, Riverside and Blue Jay entered into an amendment (the "Amendment") to the arrangement agreement dated January 27, 2025 (the "Arrangement Agreement"). Pursuant to the Amendment, Riverside and Blue Jay may waive certain conditions set forth in the Arrangement Agreement. All other terms and conditions of the Arrangement Agreement remain unchanged. Blue Jay is expected to make an application to list its shares on TSXV. This share reorganization follows a structure similar to Riverside's previous transaction with Capitan Silver Corp. ("Capitan"). In that prior case, the shares saw positive appreciation, and both Riverside and Capitan advanced their respective business strategies. Following the Arrangement, Blue Jay will be a reporting issuer in Alberta, British Columbia and Ontario and will meet and comply with all of its timely and continuous disclosure requirements, as required under applicable Canadian securities laws. Blue Jay's public disclosure documents will be made available and filed on Blue Jay's profile on SEDAR+ at "Blue Jay is launching with a clear and compelling mandate to build long-term shareholder value through focused gold exploration in Canada, one of the world's most stable and well-endowed mining jurisdictions," commented Geordie Mark, CEO of Blue Jay. "Our initial asset base includes high-quality projects with significant discovery potential and our team brings deep technical expertise, capital markets experience, and a commitment to disciplined exploration. With the strong support of Riverside and our broader shareholder base, we are hitting the ground running, well capitalized and ready to execute. I am excited about the opportunities ahead and confident in our ability to deliver results." About Riverside Resources Inc. Riverside is a well-funded exploration company driven by value generation and discovery. The Company has over $4M in cash, no debt and less than 75M shares outstanding with a strong portfolio of gold-silver and copper assets and royalties in North America. Riverside has extensive experience and knowledge operating in Mexico and Canada and leverages its large database to generate a portfolio of prospective mineral properties. In addition to Riverside's own exploration spending, the Company also strives to diversify risk by securing joint-venture and spin-out partnerships to advance multiple assets simultaneously and create more chances for discovery. Riverside has properties available for option, with information available on the Company's website at About Blue Jay Gold Corp Blue Jay Gold Corp. is a Canadian gold exploration company focused on high-grade discovery in Ontario's prolific Beardmore-Geraldton and Wawa Greenstone Belts, regions known for hosting numerous past-producing and active gold mines. The Company's flagship asset, the Pichette Project, features extensive banded iron formation (BIF) trends and high-grade historical gold intercepts, offering near-surface discovery potential. With three strategically located projects and a leadership team experienced in geology and capital markets, Blue Jay Gold is advancing a disciplined, modern exploration strategy in one of Canada's most prospective and mining-friendly jurisdictions. ON BEHALF OF RIVERSIDE RESOURCES INC. "John-Mark Staude" Dr. John-Mark Staude, President & CEO ON BEHALF OF BLUE JAY GOLD CORP. "Geordie Mark" Geordie Mark, President & CEO For additional information contact: John-Mark StaudePresident, CEORiverside Resources Inc. info@ (778) 327-6671Fax: (778) 327-6675Web: Eric NegraeffInvestor RelationsRiverside Resources (778) 327-6671TF: (877) RIV-RES1Web: Certain statements in this press release may be considered forward-looking information. These statements can be identified by the use of forward-looking terminology (e.g., "expect"," estimates", "intends", "anticipates", "believes", "plans"). Forward-looking statements in this press release include, but are not limited to, statements regarding the completion of the Arrangement and regulatory approval to the listing of the Blue Jay Shares. Such information involves known and unknown risks -- including the availability of funds, that the listing of the Blue Jay Shares on the TSXV is subject to the approval of the TSXV which may not be obtained on terms acceptable to Blue Jay or at all, the ability of Blue Jay to raise sufficient capital to pursue its growth strategy and meet the listing requirements of the TSXV and, the results of financing and exploration activities, the interpretation of exploration results and other geological data, or unanticipated costs and expenses and other risks identified by Riverside and Blue Jay in its public securities filings that may cause actual events to differ materially from current expectations. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. 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 release. To view the source version of this press release, please visit Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
