Riverside Resources Inc. Provides Update on Spin-Out Transaction and Capitan Mining Inc. Listing
Vancouver, British Columbia--(Newsfile Corp. - August 6, 2020) - Riverside Resources Inc. (TSXV: RRI) (OTCQB: RVSDF) (FSE: R99) ("Riverside" or the "Company") is pleased to announce that further to its press releases dated February 25, 2020 and April 1, 2020, the effective date for the spin-out of the Peñoles Project to its shareholders by way of a plan of arrangement (the “Arrangement”) with Capitan Mining Inc. (“Capitan”) is expected to occur at 12:01 a.m. on August 14, 2020 (the “Effective Date”). Pursuant to the arrangement, holders of common shares of Riverside on August 13, 2020 will receive one new common share of Riverside (each, a “Riverside Share”) and 0.2767 of a Capitan share (each, a “Capitan Share”). The existing common shares of Riverside are expected to be delisted on the TSX Venture Exchange (the “TSXV”) on August 13, 2020. Riverside Shares are expected to commence trading on the TSXV at the market opening on August 14, 2020. The CUSIP numbers for the new Riverside Shares and the Capitan Shares will be 76927D101 and 140703109, respectively.
Computershare Investor Services Inc. ("Computershare") will forward replacement certificates to each Riverside shareholder that is entitled to receive certificates, representing their allotted number of new Riverside Shares and Capitan Shares in accordance with the Arrangement. Letters of transmittal have been mailed to registered holders of common shares of Riverside, which must be completed and returned to Computershare together with the share certificates of Riverside at the address specified in the letter of transmittal, in order for Riverside shareholders to receive new Riverside Shares and Capitan Shares following the Effective Date. A copy of the letter of transmittal is also available under the Company's profile on SEDAR at www.sedar.com. For more information, see the Company's management information circular dated February 25, 2020 filed under the Company's profile on SEDAR at www.sedar.com.
Capitan has received conditional approval to list the Capitan Shares on the TSXV. Final listing approval will be subject to Capitan satisfying all of the listing conditions of the TSXV, including completion of a financing of at least $2,000,000. In connection with the Arrangement, Capitan has received subscriptions for and intends to complete a non-brokered private placement (the "Private Placement") of approximately 17,500,000 Capitan Shares at a purchase price of $0.20 per Capitan Share for gross proceeds of approximately $3,500,000 concurrently with the Effective Date of the Arrangement. Capitan will announce by way of a further press release the date on which trading of the Capitan Shares will commence, which is expected to be before the end of August, 2020. The trading symbol for the Capitan Shares will be "CAPT". Further details regarding Capitan are contained in Capitan's TSX-V Form 2B Listing Application, which is available under Capitan's profile on SEDAR at www.sedar.com.
About Riverside Resources Inc.:
Riverside is a well-funded exploration company with over $2M in cash reserves, no debt and is driven by value generation and mineral discovery. The Company has less than 65M shares outstanding with a strong portfolio of gold, silver and copper assets 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, strategic exploration alliances and spin-out partnerships to advance multiple assets simultaneously and create chances for catalysts of discovery. Riverside has additional properties available for option, with more information available on the Company's website at www.rivres.com.
ON BEHALF OF RIVERSIDE RESOURCES INC.
Dr. John-Mark Staude, President & CEO
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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" or variations of such words and phrases or statements that certain actions, events or results "will" occur). Forward-looking statements in this press release include, but are not limited to, statements regarding the completion of the Arrangement and the Private Placement and final regulatory approval to the listing of the Capitan Shares.
Such forward-looking information involves known and unknown risks -- including the Arrangement or the Private Placement not being completed; the Capitan Shares not being listed on the TSX-V; the availability of funds; the results of financing and exploration activities; unanticipated costs, expenses, or liabilities associates with the Arrangement; 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. Riverside does not undertake to update any forward-looking statements, except as may be required by applicable securities laws.
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.
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