Riverside Resources Receives Conditional
Riverside Resources Receives Conditional
TSX-V Approval for Spin-Out of Ontario Gold
Projects and Engages ICP Securities Inc. for
Automated Market Making Services
Vancouver, British Columbia--(Newsfile Corp. - February 24, 2025) -
Riverside Resources
Inc.
(TSXV: RRI) (OTCQB: RVSDF) (FSE: 5YY) ("Riverside" or the "Company")
, is pleased to
announce that it has received the TSX Venture Exchange's conditional approval for the previously
announced spin-out of Blue Jay Gold Corp. ("Blue Jay") by way of a statutory plan of arrangement (the
"Arrangement") pursuant to the arrangement provisions of the
Business Corporations Act
(British
Columbia). The Arrangement will be voted on by Riverside shareholders at its Annual General and
Special Shareholder Meeting scheduled for March 31, 2025 (the "Meeting"). This potential share
distribution offers Riverside shareholders, prior to the record date, a similar opportunity to the previous
Capitan Silver (CAPT.V) spin-out. In that transaction, Riverside shareholders received shares of Capitan
Silver, which have since doubled in value compared to their price at the time of the spinout.
The Arrangement aligns with Riverside's strategic plans and key 2025 catalysts, positioning the
company for continued progress in the coming months. As part of this strategy, Riverside will retain
royalties on each of its Ontario gold projects-Pichette, Oakes, and Duc-adding to its growing portfolio of
mineral royalties across the U.S., Canada, and Mexico. Additionally, Riverside is actively working on
gold, copper, and rare earth element (REE) projects in British Columbia and Sonora, Mexico, with
exploration programs funded by partners. These partnerships provide Riverside with carried interests
and potential future royalties, further enhancing long-term value for shareholders. Additional information
concerning the Arrangement is contained in Riverside's news release dated January 28, 2025 and will
be provided to Riverside shareholders in an information circular in respect of the Meeting.
"The spinout of Blue Jay Gold is an exciting opportunity for Riverside shareholders to gain direct
exposure to a new, focused gold exploration company," said John-Mark Staude, CEO of Riverside
Resources. "Under the Arrangement, shareholders will receive one share of Blue Jay Gold for every five
shares of Riverside held, giving them a stake in a company dedicated to advancing these high-potential
Ontario gold projects. We've seen this strategy create additional value in the past. Our previous spinout
of Capitan Mining gave shareholders direct ownership in a separate exploration company, and those
shares went on to appreciate significantly. By structuring Blue Jay Gold in a similar way, we are
unlocking the potential of these assets while allowing Riverside to retain upside through royalties. This
approach can provide both immediate and long-term value for our shareholders."
In a recent interview, John-Mark Staude, President of Riverside Resources, and Geordie Mark, CEO of
Blue Jay Gold, discuss their 2025 plans, including the upcoming Blue Jay Gold spin-out and exploration
initiatives in Ontario and Mexico. Listen to the full conversation here:
https://www.kereport.com/2025/02/21/riverside-resources-plans-for-2025-blue-jay-gold-spin-out-update-
ontario-gold-projects/
.
The Company has taken an additional key step toward completing the spinout with the filing of the
National Instrument 43-101 Technical Report for the Pichette Project in Ontario with the TSX Venture
Exchange. This report provides scientific data and general context for interested parties to review. The
filing aligns with the authorization process for Riverside's planned Blue Jay Gold share spinout, which will
be voted on at the AGM at the end of March. A similar approach was used for Capitan Mining.
The Company has engaged the services of ICP Securities Inc. ("ICP") to provide automated market
making services, including use of its proprietary algorithm, ICP Premium™, in compliance with the
policies and guidelines of the TSX Venture Exchange and other applicable legislation. ICP will be paid a
monthly fee of C$7,500, plus applicable taxes. The agreement between the Company and ICP was
signed with a start date of February 24, 2025, and is for four (4) months (the "Initial Term") and shall be
automatically renewed for subsequent one (1) month terms (each month called an "Additional Term")
unless either party provides at least thirty (30) days written notice prior to the end of the Initial Term or an
Additional Term, as applicable. There are no performance factors contained in the agreement and no
stock options or other compensation in connection with the engagement. ICP and its clients may acquire
an interest in the securities of the Company in the future.
ICP is an arm's length party to the Company. ICP's market making activity will be primarily to correct
temporary imbalances in the supply and demand of the Company's shares. ICP will be responsible for
the costs it incurs in buying and selling the Company's shares, and no third party will be providing funds
or securities for the market making activities.
Qualified Person for the NI 43-101 Report on Pichette Project
Locke Goldsmith, P Geo, P Eng is the qualified person and independent of the Company for the
purpose of this transaction and this technical report which has been submitted to the TSX Venture
Exchange.
About ICP Securities Inc.
ICP Securities Inc. is a Toronto based CIRO dealer-member that specializes in automated market
making and liquidity provision, as well as having a proprietary market making algorithm, ICP Premium™,
that enhances liquidity and quote health. Established in 2023, with a focus on market structure,
execution, and trading, ICP has leveraged its own proprietary technology to deliver high quality liquidity
provision and execution services to a broad array of public issuers and institutional investors.
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/241826