Riverside Resources Moves Ahead on Plan to Spin Out Blue Jay to Shareholders After Approval at the Annual and Special Meeting
Riverside Resources Moves Ahead on Plan to
Spin Out Blue Jay to Shareholders After
Approval at the Annual and Special Meeting
Vancouver, British Columbia--(Newsfile Corp. - April 1, 2025) -
Riverside Resources Inc.
(TSXV:
RRI) (OTCQB: RVSDF) (FSE: 5YY)
("
Riverside
" or the "
Company
"), is pleased to announce that the
spin-out of its subsidiary, Blue Jay Gold Corp. ("Blue Jay"), has been approved by shareholders and is
now moving forward, with completion potentially expected in May or June of this year. This news follows
the plan and actions announced in the Company's press release dated February 28, 2025, at its annual
and special meeting of shareholders held on March 31, 2025 (the "
Meeting
"), shareholders approved
the previously announced plan of arrangement (the "
Arrangement
") under the
Business Corporations
Act
(British Columbia) (the "
BCBCA
") involving the spin-out of its equity interest in its subsidiary, Blue
Jay Gold Corp.
The Arrangement was approved by over 99% of votes cast by shareholders of Riverside (the "
Riverside
Shareholders
") at the Meeting. Upon completion of the Arrangement, Riverside Shareholders will
receive 1/5 of a Blue Jay common share (the "
Blue Jay Shares
") for each common share of Riverside
held, resulting in shareholders owning shares in two public companies:
Riverside, which will continue to focus on its royalty generation and project generator model
targeting gold, copper, and rare earth elements in the Americas, and
Blue Jay, which will pursue exploration and development of the Pichette-Clist, Oakes and Duc Gold
Projects located in northwestern Ontario.
"We are very pleased with the strong shareholder support for the spin-out of Blue Jay, which reflects the
confidence in Riverside's strategy to unlock value through focused project generation and royalties," said
John-Mark Staude, President and CEO of Riverside. "This transaction enables both companies to
sharpen their strategic priorities, and we're excited to see Blue Jay carry forward the Ontario gold assets
while Riverside continues to advance its copper, gold, and critical metals portfolio in the Americas."
"We're thrilled to launch Blue Jay as a fresh, compelling gold exploration business in one of Canada's
most proven and mining-friendly jurisdictions," added Geordie Mark, President and CEO of Blue Jay.
"Our flagship projects are located in northwestern Ontario, a region that has been producing gold for
decades and is home to established infrastructure and major operating gold mines; both past and
present. With strong community support, a clean share structure, and a highly prospective land package
near active production, Blue Jay offers investors early exposure to a focused exploration company with
significant discovery potential."
John-Mark Staude, CEO of Riverside Resources, and Geordie Mark, CEO of Blue Jay Gold, would like
to express their appreciation to shareholders for their support of the spin-out. Click this video
LINK
where both executives share their enthusiasm for the road ahead and reaffirm their commitment to
driving value for shareholders through focused execution and exploration.
All other matters presented to shareholders at the Meeting were also approved, including the receipt of
the audited financial statements for the fiscal year ended September 30, 2024, setting the number of
directors at five, the election of
John-Mark Staude, James Clare, Walter Henry, James Ladner and Bryan
Wilson to its board of directors for the ensuing year, the re-appointment of Davidson & Company LLP as
auditor and authorization for the directors to fix the auditor's remuneration, and the re-approval of
Riverside's rolling stock option plan. The special resolution approving the Arrangement pursuant to
Section 288 of the BCBCA was virtually unanimously approved by 99.992% of the votes cast by
Riverside Shareholders present in person or represented by proxy at the Meeting.
Subject to final court approval and satisfaction of customary closing conditions, including conditional
listing approval by the TSX Venture Exchange (the "
TSXV
") for the Blue Jay Shares, the transaction is
expected to be completed in Q2 2025.
Riverside believes that the Arrangement will enhance shareholder value by allowing both Riverside and
Blue Jay to pursue focused strategies aligned with their respective assets. Following the transaction,
Blue Jay will have its own dedicated management team and capital structure to accelerate exploration of
the Ontario properties, while Riverside will continue to advance its portfolio of gold, copper, and rare
earth projects through partnerships and royalties.
The Blue Jay Shares are expected to be listed on the TSXV following completion of the Arrangement.
Additional details about the Arrangement are included in the Company's management information
circular dated February 18, 2025, available on Riverside's SEDAR+ profile at
www.sedarplus.ca
and on
the Company's website at
www.rivres.com
.
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/246840