Schedule One - Richland Resources Ltd
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")
Richland Resources Ltd ("Richland" or the "Company")
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :
Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda
COUNTRY OF INCORPORATION:
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
Admission is sought as a result of a reverse takeover in accordance with AIM Rule 14.
On 31 December 2019, further to the receipt of shareholder approval at an annual general meeting of the Company held on 19 August 2019, Richland became an AIM Rule 15 cash shell upon completion of a fundamental disposal and thereafter commenced the process of appraising suitable reverse acquisition opportunities in the mining sector.
On 24 July 2020, the Company entered into a conditional acquisition agreement to acquire the entire issued share capital of Global Asset Resources Ltd ("GAR"), for:
Initial consideration of AU$60,000 (approximately US$43,392) in cash and AU$1.04m (approximately US$752,128) in new common shares to be issued at a price of 2.75p per share. In addition, Richland made two non-refundable cash payments to GAR of US$29,340 on 31 July 2020 and US$22,818 on 30 September 2020.
Deferred consideration comprising potential future additional payments to be made to the sellers and the joint venture partner, Uwharrie Resources Inc. ("URI"), in cash or new common shares at Richland's sole discretion, of, in aggregate, AU$1.5m and AU$3m, subject to the achievement of certain material, value-generative performance milestones, or the occurrence of certain vesting events within five years of Admission.
GAR, via its wholly owned US subsidiary, holds a 51% interest in four gold exploration projects in North and South Carolina, being:
the Jones-Keystone-Loflin Project
the Carolina Belle Project
the Jennings-Pioneer Project; and
the Argo Project
(together, the "GAR Projects").
The Company has conditionally raised, in aggregate, £3.33 million via the issue of 120,989,112 new common shares of US$0.003 each (post a proposed 1 for 10 share consolidation) at a price of 2.75p per share (the "Placing and Subscription"). The net proceeds of the Placing and Subscription will be utilised to satisfy the initial consideration and to provide the Company with working capital to conduct its initial exploration programme (including meeting certain minimum funding requirements in respect of the GAR Projects during the first two years following Admission).
The acquisition constitutes a reverse takeover pursuant to AIM Rule 14 and is therefore subject to, inter alia, the approval of Richland's shareholders.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):
Common shares of US$0.003 each in the Company ("Common Shares") (following a proposed 1 for 10 share consolidation of the Company's existing common shares of US$0.0003 each).
261,478,810 Common Shares are to be admitted to trading.
1,108,172,891 existing common shares of US$0.0003 are currently in issue (excluding treasury shares) and will, subject to shareholder approval, be consolidated into 110,817,289 Common Shares. In addition, the Company will, on Admission, issue 120,989,112 Common Shares pursuant to the Placing and Subscription, 21,367,288 Common Shares to satisfy the initial equity consideration, 2,840,909 Common Shares to satisfy the settlement of an outstanding loan and 5,464,212 Common Shares pursuant to the satisfaction of certain outstanding fees.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
Capital raised on Admission of £3,327,201
Implied market capitalisation on Admission of £7,190,667 at the placing price
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):
Edward (Ed) Francis Gerrard Nealon (Non-Executive Chairman)
Bernard Olivier (Chief Executive Officer)
Melissa Josephine Sturgess (Non-Executive Director)
Rhoderick (Rhod) Gordon John Grivas (Non-Executive Director)
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
(i) 31 December
Unaudited half-yearly accounts for Richland to 30 June 2020 incorporated by reference
Unaudited half-yearly accounts for GAR to 31 December 2019 included within the Admission Document
(iii) 30 June 2021, 30 September 2021, 30 June 2022
EXPECTED ADMISSION DATE:
25 November 2020
NAME AND ADDRESS OF NOMINATED ADVISER:
Strand Hanson Limited
26 Mount Row, London W1K 3SQ
NAME AND ADDRESS OF BROKER:
Peterhouse Capital Limited
3rd Floor, 80 Cheapside, London EC2V 6EE
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
Copies of the Admission Document, which contains full details of Richland and its securities, are also available at the offices of Joelson JD LLP at 30 Portland Place, Marylebone, London W1B 1LZ
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
QCA Corporate Governance Code
DATE OF NOTIFICATION:
10 November 2020
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