Riverside Announces Filing of Its Management Information Circular in Connection with Its Special Meeting to Approve Spinout Transaction with Blue Jay Gold ~Confirms receipt of the Interim Order, files Meeting Materials, and announces another round of Blue Jay
Riverside Announces Filing of Its Management
Information Circular in Connection with Its
Special Meeting to Approve Spinout
Transaction with Blue Jay Gold
~Confirms receipt of the Interim Order, files Meeting Materials, and announces another round of Blue Jay
financing~
Vancouver, British Columbia--(Newsfile Corp. - February 28, 2025) -
Riverside Resources Inc.
(TSXV: RRI) (OTCQB: RVSDF) (FSE: 5YY
)
("Riverside" or the "Company")
is pleased to
announce that its management information circular (the "
Information Circular
"), form of proxy and letter
of transmittal, (together with the Information Circular, the "
Meeting Materials
") in respect of its annual
and special meeting (the "
Meeting
") of Riverside shareholders (the "
Riverside Shareholders
") to
approve various matters in connection with the previously announced plan of arrangement (the
"
Arrangement
") on January 28, 2025 involving Blue Jay Gold Corp. ("
Blue Jay
") are being filed today
on Riverside's SEDAR+ profile at
www.sedarplus.ca
. and provided on Riverside's website at
www.rivres.com
. Riverside is using the notice and access provisions under applicable securities laws to
provide Riverside Shareholders with easy electronic access to the Information Circular and other
Meeting Materials.
If the Arrangement is approved at the Meeting, Riverside will distribute its common shares (each, a
"
Blue Jay Share
") in Blue Jay to the Riverside Shareholders by way of a statutory plan of arrangement
(the "
Plan of Arrangement
") under section 288 of the Business Corporations Act (British Columbia)
(the "
Transaction
"). Following the Arrangement, Riverside Shareholders will hold shares in two
reporting issuers: Riverside and Blue Jay. Blue Jay is expected to make an application to list the Blue
Jay Shares on the TSX Venture Exchange ("
TSXV
").
Blue Jay currently holds all right and title to the Pichette-Clist Gold Project, the Oakes Gold Project and
the Duc Gold Project in Northwestern, Ontario (the "
Ontario Properties
").
Information about the Meeting and Receipt of Interim Court Order
On February 14, 2025, Riverside obtained an interim order (the "
Interim Order
") from the British
Columbia Supreme Court (the "
Court
") in connection with the Arrangement, authorizing the calling and
holding of the Meeting and other matters related to the conduct of the Meeting. At the Meeting, the
Riverside Shareholders will be asked to consider and, if deemed advisable, pass a special resolution
(the "
Arrangement Resolution
") to approve Arrangement, in accordance with the terms of an
arrangement agreement (the "
Arrangement Agreement
") entered into by the Company and Blue Jay
on January 27, 2025.
The Meeting is scheduled to be held on March 31, 2025 at 11:00 A.M. (Vancouver time) at Suite 550,
800 West Pender Street, Vancouver, British Columbia. At the Meeting, Riverside Shareholders will be
asked to approve the Arrangement Resolution.
The Meeting Materials contain important information regarding the Transaction, how Riverside
Shareholders can participate and vote at the Meeting, the background that led to the Transaction and the
reasons for the unanimous determinations of the board of directors of the Company (the "
Riverside
Board
") that the Transaction is in the best interests of the Company and is fair to Riverside
Shareholders. Shareholders should carefully review all of the Meeting Materials as they contain important
information concerning the Transaction and the rights and entitlements of Shareholders thereunder.
Reasons for the Arrangement
Riverside believes that the Arrangement is in the best interests of Riverside for numerous reasons,
including:
i
.
At the moment, the capital markets value the Pichette-Clist Gold Project, the Oakes Gold Project,
and the Duc Gold Project together with all of Riverside's other properties. By completing the
Arrangement, the markets will value the Pichette-Clist Gold Project, the Oakes Gold Project, and
the Duc Gold Project separately and independently of Riverside's other properties, which should
create additional value for Riverside Shareholders.
ii
.
Separating the Pichette-Clist Gold Project, the Oakes Gold Project, and the Duc Gold Project from
Riverside's other properties is expected to accelerate the exploration of the Pichette-Clist Gold
Project, the Oakes Gold Project, and the Duc Gold Project.
iii
.
Riverside Shareholders will benefit by holding shares in two separate public companies.
iv
.
Upon completion of the Arrangement, Blue Jay will have a separate board and management which
will include members with specialized skills necessary to advance the Pichette-Clist Gold Project,
Oakes Gold Project, and Duc Gold Project.
v
.
Separating Riverside and Blue Jay will expand Blue Jay's potential shareholder base by allowing
investors that want specific ownership in a portfolio of Canadian exploration assets like the
Pichette-Clist Gold Project, the Oakes Gold Project, and the Duc Gold Project to invest directly in
Blue Jay rather than through Riverside.
vi
.
The Arrangement and separation of the companies will enable each company to pursue
independent growth and capital allocation strategies.
vii
.
The Pichette-Clist Gold Project, the Oakes Gold Project, and the Duc Gold Project are not required
for Riverside's primary business focus which will remain project generation and advancement
through joint ventures and similar arrangements.
In the course of its deliberations, the Riverside Board also identified and considered a variety of risks
and potentially negative factors, including, but not limited to, the risks factors set out in the Information
Circular and the documents incorporated by reference therein.
The foregoing discussion summarizes the material information and factors considered by the Riverside
Board in their consideration of the Plan of Arrangement. The Riverside Board collectively reached its
unanimous decision with respect to the Plan of Arrangement in light of the factors described above and
other factors that each member of the Riverside Board felt were appropriate. In view of the wide variety
of factors and the quality and amount of information considered, the Riverside Board did not find it useful
or practicable to, and did not make specific assessments of, quantify, rank or otherwise assign relative
weights to the specific factors considered in reaching its determination. Individual members of the
Riverside Board may have given different weight to different factors.
Recommendation of the Directors
After careful consideration, the Riverside Board, after receiving legal, tax and financial advice, has
unanimously determined that the Arrangement is in the best interests of Riverside and is fair to the
Shareholders. Accordingly, the Riverside Board unanimously recommends that Shareholders vote FOR
the Arrangement Resolution.
In order to become effective, the Arrangement must be approved by at least 66⅔% of the votes cast by
the Riverside Shareholders present or represented by proxy at the Meeting. Subject to obtaining
approval of the Transaction at the Meeting, and the satisfaction of the other customary conditions to
completion of the Transaction contained in the Arrangement Agreement, including final approval of the
Court and certain regulatory approvals, all as more particular described in the Meeting Materials, the
Transaction is expected to close in the second quarter of 2025.
Filing of New Technical Report
Riverside also announces today that it will file a new technical report under National Instrument 43-101 -
Standards of Disclosure for Mineral Projects titled, "Technical Report on the Pichette-Clist Property,
Jellicoe Area, Northwestern Ontario" prepared by Locke B. Goldsmith, P. Eng, P.Geo, dated January
29, 2025.
The Pichette-Clist Property will be Blue Jay's material property once the Arrangement is
effective. Such report will be available on Riverside's SEDAR+ profile at
https://www.sedarplus.ca/
.
Blue Jay to Complete Another Round of Financing
In anticipation of making an application to list the Blue Jay Shares on the TSXV and in order to satisfy
the TSXV listing requirements, Blue Jay expects to complete two further rounds of financing in
connection with the Arrangement, being (a) a private placement of 2,000,000 Blue Jay Shares at an
issue price of $0.40 per Blue Jay Share for gross proceeds of $800,000; and (b) a private placement of
2,000,000 Blue Jay Shares at an issue price of $0.50 for total gross proceeds of $1,000,000 and
1,428,571 Blue Jay Shares issued as "flow-through shares" (the "Flow Through Shares") within the
meaning of the Income Tax Act at an issue price of $0.70 per Flow Through Share. Each such private
placement is subject to the approval by the TSXV.
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
www.rivres.com
.
ON BEHALF OF RIVERSIDE RESOURCES INC.
"John-Mark Staude"
Dr. John-Mark Staude, President & CEO
For additional information contact:
John-Mark Staude
President, CEO
Riverside Resources Inc.
Phone:
(778) 327-6671
Fax:
(778) 327-6675
Web:
www.rivres.com
Eric Negraeff
Investor Relations
Riverside Resources Inc.
Phone: (778) 327-6671
TF: (877) RIV-RES1
Web:
www.rivres.com
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"). Such information involves known and unknown risks --
including the availability of funds, 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 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
https://www.newsfilecorp.com/release/242747