Riverside Resources Receives Final Court Approval for Spin-Out of Blue Jay

Riverside Resources Receives Final Court Approval for Spin-Out of Blue Jay

Riverside Resources Inc. (TSXV: RRI) (OTCQB: RVSDF) (FSE: 5YY) ("Riverside" or the "Company"), is pleased to announce that the Supreme Court of British Columbia has granted the final order on April 3, 2025 in connection with the previously announced plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) involving the spin-out of its equity interest in its subsidiary Blue Jay Gold Corp. ("Blue Jay").

The transaction remains subject to final approval by the TSX Venture Exchange and is expected to be completed in the second quarter of 2025 upon completion of all required filings and approvals.

The common shares in the capital of Blue Jay 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.

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 receipt of all required regulatory approvals with respect to the Arrangement and the listing of the shares of Blue Jay, 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/247318

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Riverside Resources (TSXV:RRI)

Riverside Resources


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Project generator with a diversified portfolio of gold, silver, copper and REE assets in Canada and Mexico

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

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.

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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.

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Riverside Resources Provides Updates on H1 2025 Exploration Programs

Riverside Resources Provides Updates on H1 2025 Exploration Programs

Riverside Resources Inc. (TSXV: RRI) (OTCQB: RVSDF) (FSE: 5YY) ("Riverside" or the "Company") is pleased to provide an update on its exploration progress in Canada and Mexico and further progress on the proposed spinout of Blue Jay Gold. In follow-up to the Company's earlier press release this month, which provided updates on drilling and the 2025 exploration program at the Cecilia project, as well as ongoing collaboration with Fortuna Mining, Riverside is highlighting recent technical results from its gold and copper assets in Mexico, as well as the gold and rare earth element (REE) projects in British Columbia in this news release ahead of presenting at the Prospector Developer Association of Canada conference where the Company once again has booth and will be meeting investors and potential corporate partners.

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Riverside Resources Receives Conditional TSX-V Approval for Spin-Out of Ontario Gold Projects and Engages ICP Securities Inc. for Automated Market Making Services

Riverside Resources Receives Conditional TSX-V Approval for Spin-Out of Ontario Gold Projects and Engages ICP Securities Inc. for Automated Market Making Services

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.

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Riverside Resources and Fortuna Mining Progress with Phase 2 Exploration Program After Positive Drill Results from Q4 2024 Cecilia Drill Program Sonora, Mexico

Riverside Resources and Fortuna Mining Progress with Phase 2 Exploration Program After Positive Drill Results from Q4 2024 Cecilia Drill Program Sonora, Mexico

Riverside Resources Inc. (TSXV: RRI) (OTCQB: RVSDF) (FSE: 5YY) ("Riverside" or the "Company"), is pleased to announce that the next stage of exploration is now progressing, following the successful completion of the joint Q4 2024 drilling program at the Cecilia Gold Project in Sonora, Mexico. The drill program was conducted in partnership with Fortuna Mining, which continues to advance their earn-in option on the project (See news release: March 13, 2024). Riverside, acting as the operator, completed an initial five-hole, 2,250-meter drilling campaign designed to test four distinct target areas generally with one geological evaluation drill hole per target to seek scale and evidence of a potentially strong hydrothermal system which would set up for a follow up 2025 exploration program which has now begun. The drilling in Q4 hit favorable indicators as outlined below and continued to develop the district scale targets both at Cerro Magallanes and on the broader >60 km sq property package with vast areas to expand.

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FREEGOLD ANNOUNCES CLOSING OF $42 MILLION BROKERED PRIVATE PLACEMENT FINANCING

FREEGOLD ANNOUNCES CLOSING OF $42 MILLION BROKERED PRIVATE PLACEMENT FINANCING

Freegold Ventures Limited (TSX: FVL) (" Freegold " or the " Company "), is pleased to announce that further to its news release of March 18, 2025 the Company has closed its upsized brokered private placement offering for aggregate gross proceeds of $41,975,805 which includes the exercise in full of the agent's option for additional gross proceeds of $5,475,105 . Paradigm Capital acted as sole agent (the " Agent ") on the Offering.

Freegold Ventures Limited logo (CNW Group/Freegold Ventures Limited)

In connection with the Offering, the Company entered into an agency agreement (the " Agency Agreement ") dated April 3, 2025 , between the Company and the Agent. In accordance with the Agency Agreement, 49,383,300 units of the Company (the " Units ") were issued at a price of $0.85 per Unit. Each Unit is comprised of one common share of the Company (a " Unit Share ") and one-half of one common share purchase warrant of the Company (each whole warrant, a " Warrant "). Each Warrant is exercisable to acquire one common share of the Company (a " Warrant Share ") for 24 months from today's date at an exercise price of $1.30 per Warrant Share. The Warrants are callable by the Company should the daily volume-weighted average trading price of the common shares of the Company on the Toronto Stock Exchange exceed $1.30 for a period of twenty (20) consecutive trading days, at any time during the period (i) beginning on the date that is 6 months from the closing date of the Offering, and (ii) ending on the date the Warrants expire (the " Call Trigger "). Following a Call Trigger, the Company may give notice (the " Call Notice ") to the holders of the Warrants (by disseminating a news release announcing the acceleration) that any Warrant that remains unexercised by the holder thereof shall expire thirty days following the date on which the Call Notice is given.

The Company plans to use the net proceeds from the offering for general working capital and corporate purposes, with a primary focus on advancing the Golden Summit project. Drilling at Golden Summit is expected to resume next month, and an updated Mineral Resource Estimate is anticipated later in the second quarter, once the assays from the 2024 drill program have been finalized.

Mr. Eric Sprott , through an entity owned and controlled by him, purchased an aggregate of 14,814,900 Units in the Offering, representing 30% of the Units issued under the Offering.

Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 "), the purchase of Units by Mr. Sprott was a "related party transaction". The Company was exempt from the requirements to obtain a formal valuation in connection with the Offering in reliance on section 5.5(c) of MI 61-101, as the issuance of Units to Mr. Sprott was a distribution of securities of the Company to a related party for cash consideration. The issuance of the Units to Mr. Sprott was exempt from the requirement to obtain minority shareholder approval in reliance on section 5.7(1)(a) of MI 61-101 as neither the fair market value of the Units received by Mr. Sprott nor the proceeds for such securities received by the Company exceeded 25% of the Company's market capitalization as calculated in accordance with MI 61-101.

A material change report will be filed less than 21 days from the date of the closing of the Offering. Closing the Offering in this shorter period was reasonable in the circumstances as the Company determined the shorter period was necessary because the terms of the transaction were favorable to the Company, given uncertain market conditions time was of the essence in closing the Offering, and closing the Offering expeditiously was in the best interest of the Company and its shareholders.

The Offering is subject to the final approval of the Toronto Stock Exchange. All securities issued pursuant to the Offering will have a hold period of four months and one day.

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 U.S. state security laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with requirements of an applicable exemption therefrom.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States , nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Freegold Ventures Limited

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

Forward-looking Information Cautionary Statement

This press release contains statements that constitute "forward-looking information" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements contained in this press release, include, without limitation, statements regarding the receipt of TSX final approval for the Offering and the use of proceeds from the Offering. In making the forward-looking statements contained in this press release, the Company has made certain assumptions. Although the Company believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct. Known and unknown risks, uncertainties, and other factors may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: availability of financing; delay or failure to receive required permits or regulatory approvals; and general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, the Company disclaims any intention and assumes 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. See Freegold's Annual Information Form for the year ended December 31, 2024 , filed under Freegold's profile at www.sedarplus.ca , for a detailed discussion of the risk factors associated with Freegold's operations.

SOURCE Freegold Ventures Limited

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/April2025/03/c3696.html

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Opawica Explorations Inc Announces the Closing of Non-Brokered Private Placement

Opawica Explorations Inc Announces the Closing of Non-Brokered Private Placement

(TheNewswire)

Opawica Explorations Inc.

April 3rd, 2025 TheNewswire - Vancouver, B.C. Opawica Explorations Inc. (TSXV: OPW) (FSE: A2PEAD) (OTCQB: OPWEF) (the "Company" or "Opawica") a Canadian mineral exploration company focused on precious and base metal projects, is pleased to announce that it has closed the  the recently announced oversubscribed private placement (announced March 15, 2025) of 1,385,000 Units to for total aggregate proceeds of CAD $277,000 each consisting of one Common Share of the Company and one Common Share Purchase Warrant at a price of $0.20c per Unit.

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RUA GOLD Begins Drilling at Cumberland Target in the Reefton Goldfield, Following up on a 20.7m Intercept of 62g/t  Gold

RUA GOLD Begins Drilling at Cumberland Target in the Reefton Goldfield, Following up on a 20.7m Intercept of 62g/t Gold

Rua Gold Inc. (TSXV: RUA) (OTCQB: NZAUF) (WKN: A40QYC) ("Rua Gold" or the "Company") is pleased to advise the commencement of drilling at the Cumberland gold camp drill target. This builds upon the integration of the VRIFY AI targeting and ranking process with RUA's extensive geological database, as well as the consolidation of the Reefton Goldfield - an orogenic gold and antimony belt on the South Island of New Zealand.

Highlights:

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Radisson Expands Area of High-Grade Gold Mineralization Beneath the Historic O'Brien Gold Mine with Three New Drill Holes Including 29.93 g/t Gold over 2.2 Metres

Radisson Expands Area of High-Grade Gold Mineralization Beneath the Historic O'Brien Gold Mine with Three New Drill Holes Including 29.93 g/t Gold over 2.2 Metres

Radisson Mining Resources Inc. (TSXV: RDS) (OTCQB: RMRDF) ("Radisson" or the "Company") is pleased to announce drill assay results from three new drill holes at its 100%-owned O'Brien Gold Project ("O'Brien" or the "Project") located in the Abitibi region of Québec.

The three holes reported are all wedges completed from the previously reported pilot hole OB-24-337 (see Radisson News Release dated December 16, 2024; Figure 1). OB-24-337 was the deepest hole ever drilled at the Project and the first hole drilled directly below the historic O'Brien Mine workings. It intersected 242.0 grams per tonne ("g/t") gold ("Au") over 1.0 metre within a mineralized interval that averaged 31.24 g/t Au over 8.0 metres at approximately 1,500 metres vertical depth. Now, three new wedges have all returned additional high-grade gold intercepts, delineating a large zone of multiple veins with good continuity.

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