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Conditional Acquisition of the Bartlett Mining Claims

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Richmond Hill Resources Plc has entered into a conditional agreement to acquire the Bartlett Mining Claims in Ontario, Canada, for CAD$125,000 in cash and CAD$550,000 worth of new ordinary shares issued at 1.75 pence each. These shares will be subject to a lock-in agreement with staggered release dates between October 2026 and October 2027. The acquisition of the 29 mining claims, covering approximately 871.5 hectares adjacent to the Martello Gold Project, is considered a related party transaction as the seller is controlled by a substantial shareholder. Completion is contingent on satisfactory due diligence and necessary approvals, with directors deeming the terms fair and reasonable for shareholders.

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Richmond Hill Resources Plc (AIM: RHR) announces that it has entered into a conditional agreement for the sale and purchase of the Bartlett Mining Claims (the "Transaction") located in Ontario, Canada. The Transaction is with Ulvestone Ltd (the "Seller"), a BVI-registered company controlled by James Ikin, who is a substantial shareholder of the Company.

The Bartlett claims are directly adjacent to the Company's existing Martello Gold Project (see map below).

Transaction Summary

Under the terms of the agreement (the "Agreement"), Richmond Hill will acquire 100% of the legal and beneficial interests in the Bartlett Mining Claims (the "Project"). The Project comprises 29 mining claims encompassing approximately 871.5 hectares in Ontario, Canada.

The aggregate consideration payable by the Company is:

CAD$125,000 in cash payable on completion; and

The issue of new ordinary shares in the Company at price of 1.75 pence per share equal in value to CA$550,000 (the "Consideration Shares"), to be allotted and issued to a third party in four equal instalments as detailed further below.

Both parties agree and undertake that the Consideration Shares shall not be issued, allotted or delivered to the Seller or to any parties acting in concert (as defined in the UK City Code on Takeovers and Mergers) with the Seller.

Project Highlights

100% proposed acquisition of the Bartlett Mining Claims, Ontario

29 mining claims located within 871.5 hectares in the Kawashegamuk Lake Area and Tabor Lake Area

Located in a well-established mining district in Ontario

Favourable mining infrastructure and accessibility

All mining claims in good standing with various work requirements and claim anniversary dates

Subject to two net smelter return royalties (NSR): Ursa Polaris Developments Corporation (1.75%) and Gravel Ridge Resources Ltd./Perry English (1.5%)

Conditions and Completion

Completion is conditional upon the Company having conducted satisfactory legal, technical and financial due diligence on the Project, and the parties obtaining all necessary consents and approvals from applicable statutory bodies regulating the mining industry in Canada.

Related Party Transaction

James Ikin is the controller of the Seller and also a substantial shareholder of the Company. Accordingly, the Transaction constitutes a "related party transaction" under Rule 13 of the AIM Rules. The directors of the Company, all being independent of the Transaction, having consulted with the Company's nominated adviser, Cairn Financial Advisers LLP, consider that the terms of the Transaction are fair and reasonable in so far as the Company's shareholders are concerned.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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