Riverside Announces Filing of Its Management Information Circular in Connection with Its Special Meeting to Approve Spinout Transaction with Blue Jay Gold

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~

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:

  1. 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.
  2. 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.
  3. Riverside Shareholders will benefit by holding shares in two separate public companies.
  4. 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.
  5. 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.
  6. The Arrangement and separation of the companies will enable each company to pursue independent growth and capital allocation strategies.
  7. 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 66â…”% 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. 
info@rivres.com
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

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  • All three methods tested: BIOX®, POX, and the Albion Process â„¢ yield over 90% gold recovery
  • Further work to enhance sulphide recoveries through oxidation, as well as gravity, flotation and CIL recoveries, is in progress

Freegold Ventures Limited (TSX: FVL) (OTCQX: FGOVF) ("Freegold" or the "Company ") is pleased to announce further results from the ongoing metallurgical test work currently underway.

Freegold Logo (CNW Group/Freegold Ventures Limited)

The current initiatives are focused on refining the flowsheet options for the pre-feasibility study. This includes testing and ongoing evaluation of sulphide-oxidizing methods such as BIOX®, POX, and the Albion Process™, as well as further gravity, flotation and CIL test work.

Earlier this year, Freegold reported 93% recovery using the Albion Process™ oxidation-CIL, with further test work ongoing.  Comminution tests using half-PQ core have been conducted on over 50 samples from various locations and lithologies within the deposit. These tests provide information to evaluate the trade-off between grind size and liberation versus power consumption, to optimize power requirements and operating costs while enhancing gold recovery.

The BIOX test work has been in progress for several months, and results have shown that gold recovery rates of greater than 90% can be achieved.

2025 PROGRAM

  • Drilling is now underway with three rigs

Conversion of inferred resources into indicated & further exploration drilling.

  • Updated mineral resource
  • Ongoing metallurgical work, focusing on flowsheet optionality with sulphide oxidation is a key part of our strategy to maximize the potential of the resource.
  • Commencement of a Pre-Feasibility Study (PFS)

Summary of Gold Recovery using   BIOX®,

A series of BIOX® amenability oxidation tests have been completed using a sulphide rougher concentrate produced from a composite of Golden Summit material sourced from eight diamond drill hole assay rejects.  The duration of the biological oxidation tests conducted was 10, 15, 20, 30 and a duplicate 30 days.  The residue from these BIOX® tests was subjected to CIL treatment, and overall gold recovery from gravity, rougher flotation, BIOX® treatment, and CIL averaged 91% from this suite of test work.

Summary of Gold Recovery using   POX,

Pressure oxidation (POX) treatment of sulphide rougher concentrate, as well as a cleaner concentrate, with lower mass and only marginally lower gold deportment, has been completed.  The POX residue was washed and neutralized and subjected to CIL leaching for gold recovery.  The POX-CIL testwork has yielded an average overall gold recovery of over 92% in a process flowsheet incorporating gravity, flotation, POX, and CIL.

This testwork utilized eight drill core composites comprising 1,192 meters of drill intercepts that represent 587 continuous mineralized intervals, with a total material weight of over 5,100 kilograms. These composites represent different locations and grades within the Dolphin and Cleary area and were created using continuous drill intervals chosen to reflect potential mill feed (Refer to the map below for hole locations.) The selections of drill holes and intervals included the primary gold-hosting lithologies.  These composites were prepared from laboratory assay rejects of fresh rock intervals located well below the existing oxide cap at Golden Summit.  Additionally, four large-diameter PQ holes were drilled during 2024. A total of 7,600 kg has been made available for comminution testing and ongoing metallurgical testwork.

Two additional PQ holes are being drilled in the 2025 program to enhance our metallurgical test work. This work aims to provide data for trade-off studies in the pre-feasibility study, developing a process flowsheet to maximize economic returns. Ongoing tests indicate that part of the mineralization is non-refractory and can be processed conventionally, although additional sulfide processing is necessary for optimal recovery. The September 2024 resource estimate, based on a gold price of $1,973 , included grinding, gravity separation, flotation, regrinding of sulphide concentrate, and CIL treatment, achieving a 72% gold recovery rate at a processing cost of $14 per ton.

The current program is designed to test sulphide oxidation methods, aiming to increase recoveries beyond the 72% gold recovery reported in the September 2024 resource estimate. Each of the three oxidation methods tested successfully demonstrated the potential to achieve gold recoveries exceeding 90%. These methods may increase costs; however, higher gold recoveries and gold prices could offset the additional capital expenditures (CAPEX) and operating expenditures (OPEX ) costs. Ongoing work will focus on identifying the most suitable oxidation method for use in the pre-feasibility study.

Discovery costs at Golden Summit are under $4.00 per ounce. Since 2020, exploration at Golden Summit has transformed the project, evolving to one of North America's most significant undeveloped gold resources, owing to a revised interpretation, extensive drilling, and a robust metallurgical program. There remains considerable potential for further expansion and optimisation as the project advances. The revised mineral resource estimate, incorporating the 2024 drilling, is expected to be finalised soon.

The current 2025 drilling program aims to upgrade inferred resources to indicated through infill drilling. Drilling for geotechnical purposes, resource definition, and additional metallurgical test holes will also be carried out. A total of 30,000 metres of drilling is planned. Archaeological fieldwork and geotechnical drilling are scheduled to commence shortly, with a fourth drill rig added to enhance exploration efforts. A pre-feasibility study is set to begin later this year.

Link to the Plan Map:

https://freegoldventures.com/site/assets/files/6287/fvl06192025_ddhplan.png

HQ Core is logged, photographed and cut in half using a diamond saw, and one-half placed in sealed bags for preparation and subsequent geochemical analysis by MSA Laboratories in Prince George, BC , and/or Fairbanks, Alaska .  At MSALABS, the entire sample will be dried and crushed to 70% passing -2mm (CRU-CPA). A ~500g riffle split will be analyzed for gold using CHRYSOS PhotonAssay™ (CPA-Au1). From this, 250g will be further riffle split from the original PhotonAssay™ sample, pulverized, and a 0.25g sub-sample analysed for multi-element geochemistry using MSA's IMS230 package, which includes 4-acid digestion and ICP-MS finish. MSALABS operates under ISO/IEC 17025 and ISO 9001 certified quality systems. A QA/QC program includes laboratory and field standards inserted every ten samples. Blanks are inserted at the start of the submittal, and at least one blank every 25 standards.

The Qualified Person for this release is Alvin Jackson, P.Geo., Vice President of Exploration and Development for Freegold, who has approved the scientific and technical disclosure in this news release.

About Freegold Ventures Limited  
Freegold is a TSX-listed company focused on exploration in Alaska . It holds the Golden Summit Gold Project near Fairbanks and the Shorty Creek Copper-Gold Project near Livengood through leases.

Some statements in this news release contain forward-looking information, including, without limitation, statements as to planned expenditures and exploration programs, potential mineralization and resources, exploration results, the completion of an updated NI 43-101 technical report, and any other future plans. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the statements. Such factors include, without limitation, the completion of planned expenditures, the ability to complete exploration programs on schedule, and the success of exploration programs. See Freegold's Annual Information Form for the year ended December 31st, 2024 , filed under Freegold's profile at www.sedar.com , for a detailed discussion of the risk factors associated with Freegold's operations. On January 30, 2020 , the World Health Organization declared the COVID-19 outbreak a global health emergency. Reactions to the spread of COVID-19 continue to lead to, among other things, significant restrictions on travel, business closures, quarantines, and a general reduction in economic activity. While these effects have been reduced in recent months, the continuation and re-introduction of significant restrictions, business disruptions, and related financial impact, and the duration of any such disruptions cannot be reasonably estimated. The risks to Freegold of such public health crises also include employee health and safety risks and a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak. Such public health crises, as well as global geopolitical crises, can result in volatility and disruptions in the supply and demand for various products and services, global supply chains, and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect interest rates, credit ratings, credit risk, and inflation. As a result of the COVID-19 outbreak, Freegold has implemented a COVID management program and established a full-service Camp at Golden Summit to attempt to mitigate risks to its employees, contractors, and community. While the extent to which COVID-19 may impact Freegold is uncertain, it is possible that COVID-19 may have a material adverse effect   on Freegold's business, results of operations, and financial condition.

SOURCE Freegold Ventures Limited

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/June2025/19/c8191.html

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