Golden Ridge Resources Signs Agreement to Acquire Majority Interest in Brazilian Mining Producer MM Group Ltda.
GOLDEN RIDGE RESOURCES LTD.
301 – 1665 Ellis Street Kelowna, BC V1Y 2B3
T: 250-717.3151
www.goldenridgeresources.com
Golden Ridge Resources Signs Agreement to Acquire Majority Interest
in Brazilian Mining Producer MM Group Ltda.
June 6, 2024 TSX-V: GLDN
GOLDEN RIDGE RESOURCES LTD. (TSX-V: GLDN) ("Golden Ridge" or the "Company") is pleased to announce it has entered
into a definitive agreement (the “ Share Exchange Agreement ”) dated June 5, 2024 with MM Group LTDA. (“ MMG”),
Minas Mineração Ltda. (“ Minas”) and certain members of MMG (collectively, the “ Vendors”) pursuant to which it
will acquire an 80% interest in MMG in consideration of the issuance of common shares in the capital of Golden Ridge (the
“Golden Shares”) to the Vendors (the “ Proposed Transaction”). It is anticipated that the Proposed Transaction will
constitute a “Reverse Takeover” of Golden Ridge in accordance with Policy 5.2 – Changes of Business and Reverse
Takeovers of the TSX Venture Exchange (the “ Exchange”). The Proposed Transaction is an Arm’s Length Transaction as
contemplated in Exchange Policy 5.2.
“We are thrilled to be entering into a definitive agreement with MMG. Both parties have worked extremely hard over
the past several months to get to this point, and I would like to thank all involved for their tireless efforts” stated Golden
Ridge CEO, Mike Blady. “MMG has undergone rapid growth since inception and is poised to continue a similar trajectory
as the business continues to develop and expand. Upon consummati ng the Proposed Transaction, the newly minted
company will have additional access to cap ital in Canada, the U.S. and globally, increased visibility and the ability to
facilitate growth on a truly world class exchange.”
Rodrigo Quintão, Director of MM Group LTDA stated, “This combination of our two companies represents a significant
new path for growth. The access to the capital markets will enable the combined company to more rapidly implement
our current growth strategies for innovation and new clean technologi es that we view as the future. We look forward
to working with the team at Golden Ridge.”
About MM Group LTDA.
MM Group LTDA is a dynamic iron ore mining, exploration, trading and logistics company based out of Belo Horizonte,
Brazil. MMG , through its subsidiaries , currently operates the Sabinópolis Iron Ore Mine located approximately 270
kilometers northeast of Belo Horizonte in Minas Gerais State and controls approximately 50,000 hectares of exploration
and development tenements in Minas Gerais and Bahia States. MMG specializes in operating small - and medium-sized
iron ore mines and is focused on dry processing using magnetic concentration technology. This technology eliminates the
need for tailings dams, which make these projects attractive for safe and environmentally sustainable development.
Summary of the Proposed Transaction
• Golden Ridge will acquire 80% of the issued and outstanding membership interests in MMG from the Vendors in
consideration of the issuance of Golden Shares having a deemed value of $89,218,676, resulting in a reverse
takeover of Golden Ridge by MMG . The value attributed to MMG was reached by arm’s length negotiation
GOLDEN RIDGE RESOURCES LTD.
301 – 1665 Ellis Street Kelowna, BC V1Y 2B3
T: 250-717.3151
www.goldenridgeresources.com
between the parties and based on, among other things, each party’s historical financial performance. The
Proposed Transaction ascribes a value of approximately $10,000,000 to Golden Ridge.
• Prior to completion of the Proposed Transaction, it is anticipated that Golden Ridge will consolidate the Golden
Shares (the “Consolidation”) on the basis of approximately 2.927 pre-Consolidation shares for each one (1) post-
Consolidation shares, subject to adjustment.
• Following the reverse takeover, the resulting entity, the (“ Resulting Issuer”) will continue doing the business of
MMG under a name to be determined by Golden Ridge and MMG prior to the closing of the Proposed Transaction
(the “Name Change”).
• The Golden Shares to be issued pursuant to the Proposed Transaction will be issued pursuant to exemptions
from the prospectus requirements of applicable securities legislation . Certain of these shares are expected to be
subject to resale restrictions or escrow as per the policies of the Exchange, including those securities issued to
“Principals” (as defined under Exchange policies).
• Prior to the completion of the Proposed Transaction, including the Consolidation, Golden Ridge has 58,541,320
Golden Shares outstanding. Upon completion of the Proposed Transaction and the Consolidation and assuming
completion of the minimum Concurrent Financing (as defined below), it is anticipated that existing Golden Ridge
shareholder will hold approximately 10.14% of the common shares in the capital of the Resulting Issuer (the
“Resulting Issuer Shares”), former MMG members will hold approximately 87.83% of the Resulting Issuer Shares
and investors under the Concurrent Financing will hold approximately 2.03% of the Resulting Issuer Shares. In the
event the maximum concurrent financing is completed, existing Golden Ridge shareholders, former MMG
members and investors in the Concurrent Financing will hold approximately 9.38%, 81.24% and 9.28% of the
Resulting Issuer Shares, respectively.
• In connection with the completion of the Proposed Transaction Golden Ridge and the Vendors are expected to
enter into an agreement (the “ Members’ Agreement”) to govern the operation of MMG following closing. The
Members’ Agreement is expected to include customary terms including a free-carried interest on the 20% of MMG
not being acquired by Golden Ridge as well as a right of first refusal in favour of the Resulting Issuer to acquire
such interest.
• The completion of the Proposed Transaction remains subject to a number of terms and conditions, among other
standard conditions for a transaction of this nature, including, among other things:
GOLDEN RIDGE RESOURCES LTD.
301 – 1665 Ellis Street Kelowna, BC V1Y 2B3
T: 250-717.3151
www.goldenridgeresources.com
o MMG delivering a NI 43 -101-compliant technical report for MMG’s material properties that is
acceptable to the Exchange and Golden Ridge;
o If required by the Exchange, MMG delivering a title opinion for each of its material properties in form
and content satisfactory to the Exchange and the Company;
o No material adverse changes occurring in respect of either MMG or Minas;
o The parties obtaining all necessary consents, orders and regulatory and shareholder approvals,
including the conditional approval of the Exchange , subject only to customary conditions of closing;
o If required by the Exchange, delivery of a sponsor report and an independent valuation satisfactory to
the Exchange;
o The Name Change;
o Completion of the Concurrent Financing described below; and
o Exchange acceptance. There can be no assurance that all of the necessary regulatory and shareholder
approvals will be obtained or that all conditions of closing will be met.
Upon completion of the Proposed Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 1 Mining
Issuer on the Exchange, with MMG as its primary operating subsidiary.
Concurrent Financing
In connection with the Proposed Transaction, the Company will arrange a concurrent non -brokered private placement
for sufficient gross proceeds for the Resulting Issuer to meet the Exchange’s listing requirement, currently anticipated
to be in the range of minimum gross proceeds of $2,000,000 and maximum gross proceeds of $10,000,000 (the
“Concurrent Financing ”). Finder’s fees may be paid in connection with the Concurrent Financing within the maximum
amount permitted by the policies of the Exchange. The proceeds of the Concurrent Financing will be used to fund (i)
expenses of the Proposed Transaction and the Co ncurrent Financing, (ii) the exploration and other expenses relating to
MMG’s business, and (iii) the working capital requirements of the Resulting Issuer. Additional information concerning
the Concurrent Financing will be included in a subsequent news release.
Summary of Proposed Directors and Officers of the Resulting Issuer
In conjunction with and upon closing of the Proposed Transaction, the board of directors of the Resulting Issuer is
expected to consist of seven (7) directors, three (3) of whom will be nominated by MMG, two (2) of whom will be
nominated by Golden Ridge and two (2) of whom will be jointly nominated . If applicable, the existing directors and
officers of the Company shall resign at or prior to the closing of the Proposed Transaction.
The first directors of the Resulting Issuer are expected to include Mike Blady, Rodrigo Quint ão, William Lindqvist and
Ives Muller and such additional directors as determined by the parties . These directors shall hold office until the first
annual meeting of the shareholders of the Resulting Issuer following closing, or until their successors are duly appointed
or elected. The first officers of the Resulting Issuer are expected to be Mike Blady (Chief Executive Officer), Douglas
Meirelles (President), Terese Gieselman (Chief Financial Officer and Corporate Secretary), Leonardo Quint ão (Chief
Business Officer), Rodrigo Quint ão (Chief Operating Officer) and Isreal Gonzaga (Country Executive) and such other
officers as determined by the Resulting Issuer .
GOLDEN RIDGE RESOURCES LTD.
301 – 1665 Ellis Street Kelowna, BC V1Y 2B3
T: 250-717.3151
www.goldenridgeresources.com
Summary of Insiders of the Resulting Issuer other than Directors and Officers
No insiders of the Resulting Issuer are expected other than the board and management.
Sponsorship of Proposed Transaction
Sponsorship of the Proposed Transaction may be required by the Exchange unless an exemption or waiver from this
requirement is obtained in accordance with the policies of the Exchange. MMG has not yet engaged a sponsor in
connection with the Proposed Trans action. MMG intends to apply for an exemption from the Exchange’s sponsorship
requirement. Additional information on sponsorship arrangements will be provided once available.
Other Information relating to the Proposed Transaction
The Proposed Transaction is not a “related party transaction” as such term is defined by Multilateral Instrument 61 -101
– Protection of Minority Security Holders in Special Transactions and is not subject to Policy 5.9 of the Exchange.
No finder’s fees are expected to be payable in connection with the Proposed Transaction.
In accordance with Exchange Policy 5.2, Golden Ridge intends to apply for an exemption from obtaining shareholder
approval, as the Proposed Transaction exhibits the following characteristics: (i) the Proposed Transaction is not a related
party transaction (and no other circumstances exist which may compromise the indep endence of Golden Ridge or other
interested parties); (ii) Golden Ridge is not subject to a cease trade order and management believes it will not be
suspended from trading on completion of the Proposed Transaction; and (i ii) there is no requirement to obtain
shareholder approval of the Proposed Transaction (or any element thereof) under any applicable corporate or securities
laws.
In accordance with the policies of the Exchange, trading in Golden Shares has been halted as a result of this
announcement and are not expected to resume trading until completion of the Proposed Transaction.
Additional information concerning the Proposed Transaction, the Company , MMG (including summary financial
information) and the Resulting Issuer will be provided in a subsequent news release .
The Transaction remains subject to all requisite approvals, including the approval of the TSX Venture Exchange. All
securities to be issued pursuant to the Concurrent Financing will be subject to a statutory four month and one day hold
period from the closing date as prescribed under applicable securities laws.
About Golden Ridge
Golden Ridge is a TSX -V-listed exploration company engaged in acquiring and advancing mineral properties located in
British Columbia and Newfoundland . Golden Ridge owns a 100% interest in the 1,552 hectare Williams gold property
located in Newfoundland’s Appleton Fault Corridor 45km southwest of Gander and a 100% interest in the 1,700 hectare
GOLDEN RIDGE RESOURCES LTD.
301 – 1665 Ellis Street Kelowna, BC V1Y 2B3
T: 250-717.3151
www.goldenridgeresources.com
Hank copper-gold-silver-lead-zinc property located in the Golden Triangle district, approximately 140 kilometres north of
Stewart, British Columbia and has a portfolio of exploration projects in Newfoundland.
ON BEHALF OF THE BOARD OF DIRECTORS OF
GOLDEN RIDGE RESOURCES LTD.
“Mike Blady”
Mike Blady
President and Chief Executive Officer
For more information regarding this news release, please contact:
Mike Blady, CEO and Director
T: 250-717.3151
W: www.goldenridgeresources.com
Qualified Person
Marcelo Antonio Batelochi, P.Geo., MAusIMM CP, a consultant of MMG is a qualified person as defined by NI 43 -101
and has reviewed and approved the contents and technical disclosures in this press release. Neither Mr. Mike Blady nor
the Company has verified the technical information in this press release.
Completion of the Proposed Transaction is subject to a number of conditions, including , but not limited to, Exchange
acceptance and , if applicable pursuant to Exchange Requirements, disinterested approval. Where applicable, the
Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that
the Proposed 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 Proposed Transaction, any information released or received with respect to the
Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Golden
Ridge should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither
approved nor disapproved the contents of this press release.
All information contained in this news release with respect to Golden Ridge and MMG was supplied by the parties,
respectively, for inclusion herein, and Golden Ridge and its respective directors and officers have relied on MMG for any
information concerning such party.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the Uni ted
States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended
(the “U.S. Securities Act ”) or any state securities laws and may not be offered or sold within the United States or to U.S.
GOLDEN RIDGE RESOURCES LTD.
301 – 1665 Ellis Street Kelowna, BC V1Y 2B3
T: 250-717.3151
www.goldenridgeresources.com
Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such
registration is available.
Forward Looking Information
This press release contains “forward -looking information” within the meaning of applicable Canadian securities
legislation. Generally, forward -looking information can be identified by the use of forward -looking terminology such as
“plans”, “expects” or “do es not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”,
“anticipates” or “does not anticipate”, or “believes”, or variations (including negative and grammatical variations) of
such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”,
“occur” or “be achieved”.
Forward-looking information in this press release may include, without limitation, statements relating to: the
completion of the Proposed Transaction and the Consolidation and the timing thereof, the proposed business of the
Resulting Issuer, degree to which historical results are reflective of actual mineral resources, the completion of the
proposed Concurrent Financing and the use of proceeds therefrom, the proposed direc tors and officers of the Resulting
Issuer, obtaining regulatory approval for the Proposed Transaction, the completion of the Name Change, Exchange
sponsorship requirements and intended application for exemption therefrom, the entering into of the Members’
Agreement, shareholder and regulatory approvals, and future press releases and disclosure.
These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks
regarding the mining industry, commodity prices, market conditions, general economic factors, management’s ability
to manage and to operate the business, and explore and develop the projects, of the Resulting Issuer, and the equity
markets generally. Because of these risks and uncertainties and as a result of a variety of factors, the actual results,
expectations, achievements or performance of each of Golden Ridge and MMG may differ materially from those
anticipated and indicated by these forward -looking statements. Any number of factors could cause actual results to
differ materially from these forward -looking statements as well as future results. Although each of Golden Ridge and
MMG believes that the expectations reflected in forward looking statements are reasonable, they can give no
assurances that the expectations of any forward -looking statements will prove to be correct. Except as required by law,
each of Golden Ridge and MMG disclaims any intention and assume no obligation to update or revise any forward -
looking statements to reflect actual results, whether as a result of new information, future events, changes in
assumptions, changes in factors affecting such forward -looking statements or otherwise.
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