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Richland Resources Ltd’s shares were suspended from trading

on 1 July 2020 pursuant to AIM Rule 40.  

 

On 1 July 2020 the Company announced:

Richland (AIM: RLD), as announced previously, became an AIM Rule 15 Cash Shell on 31 December 2019 pursuant to the successful completion of the disposal of its former wholly owned subsidiary, Richland Corporate Ltd, the holder of the Capricorn Sapphire Project (and the Company’s loans to Richland Corporate Ltd), to Fura Gems Inc.

As such, the Company was required to either make an acquisition, or acquisitions, which constitutes a reverse takeover under AIM Rule 14 (including seeking re-admission under the AIM Rules for Companies) or become an investing company pursuant to AIM Rule 8 (either being, a “Re-admission Transaction”), within six months from 31 December 2019, failing which, the Company’s common shares would be required to be suspended from trading pursuant to AIM Rule 40.

To date, Richland has not consummated such a Re-admission Transaction and accordingly trading in the Company’s common shares has been suspended with effect from 7.30 a.m. on 1 July 2020.

Admission to trading on AIM of the Company’s common shares will be cancelled pursuant to AIM Rule 41 if a Re-admission Transaction is not completed within a further six month period from today, being the suspension date, to rectify the reason for the suspension.

The Board has now identified a suitable opportunity and is currently in late-stage discussions with respect to a potential reverse takeover transaction in the mining sector, in line with its stated strategy, and anticipates being able to enter into such a transaction in the short term (the “Potential RTO Transaction”). The Potential RTO Transaction involves the acquisition of majority interests in, and operatorship of, four gold exploration projects in North and South Carolina in the United States located within the wider Carolina Super Terrane (formerly the ‘Carolina Slate Belt’), which i) also hosts the producing Haile Gold Mine owned by OceanaGold Corporation (TSX/ASX: OGC) who acquired the Haile Gold Mine be acquiring Romarco Minerals Inc. in 2015 for C$856M; and ii) was the site of the first documented gold discovery in the USA in 1799, with North Carolina being the biggest gold producing state until discovery of the Californian gold deposits.

Whilst negotiations in respect of the Potential RTO Transaction are at an late-stage, there can be no guarantee that the Company will be able to secure and subsequently complete the Potential RTO Transaction or any alternative Re-admission Transaction and consequently be re-admitted to trading on AIM.

A further update(s) will be made in due course as appropriate.

Richland Resources Ltd Completed the Disposal of its Capricorn Sapphire Project on 31 December 2019 and is now an AIM Rule 15 Cash Shell

Richland (AIM: RLD) announced on 2 January 2020 that, further to its announcements of 18 July, 22 July, 19 August, 31 October, 18 November, 2 December, 9 December, 16 December and 23 December 2019 in relation to the proposed disposal to Fura Gems Inc. (“Fura”) of its wholly owned subsidiary Richland Corporate Ltd, the holder of the Capricorn Sapphire Project (and the Company’s loans to Richland Corporate Ltd) (the “Disposal”), the Disposal completed on 31 December 2019 (the “Completion Date”).

Fura paid the total cash consideration of US$1,250,000 (approximately £952,125) due under the Disposal (the “Consideration”), of which US$880,000  (approximately £670,296), was  paid directly to the Lender in order to settle the total amount outstanding under the Company’s pre-existing Secured Convertible Loan Facility (including all accrued interest). The balance of the Consideration will be utilised by the Company to pay transaction costs and certain other outstanding creditors and to provide additional working capital as the Company seeks to identify a suitable reverse takeover transaction in the mining sector.

AIM Rule 15 Cash Shell Status Pursuant to the successful completion of the Disposal, the Company has become an AIM Rule 15 cash shell and, as such, is required to make an acquisition, or acquisitions, which constitutes a reverse takeover under AIM Rule 14 (including seeking re-admission under the AIM Rules for Companies) within six months from the Completion Date.  Alternatively, within such time period, the Company can seek to become an investing company pursuant to AIM Rule 8, which requires, inter alia, the raising of at least £6 million and publication of an admission document.  In the event that the Company does not complete a reverse takeover under AIM Rule 14 within such six month period or seek re-admission to trading on AIM as an investing company pursuant to AIM Rule 8 (either being, a “Re-admission Transaction”), the Company’s common shares would be suspended from trading pursuant to AIM Rule 40. Thereafter, if a Re-admission Transaction has not been completed within a further six month period, admission to trading on AIM of the Company’s common shares would be cancelled.

Capitalised terms, unless otherwise defined herein, have the same meanings as set out in the Company’s announcement of 27 June 2019.