Vancouver, British Columbia–(Newsfile Corp. – May 22, 2025) – Riverside Resources Inc. (TSXV: RRI) (OTCQB: RVSDF) (FSE: 5YY) (“Riverside“) and Blue Jay Gold Corp. (“Blue Jay“) are pleased to announce that they have completed the plan of arrangement (the “Arrangement“) which was previously discussed in Riverside’s press release dated January 28, 2025, with the arrangement to spin out the shares of Blue Jay to the shareholders of Riverside, effective Thursday, May 22, 2025.
Pursuant to the Arrangement, holders of common shares of Riverside on the date hereof have received one new common share of Riverside (each, a “Riverside Share“) and 1/5th of one common share of Blue Jay (each, a “Blue Jay Share“) for each common share of Riverside held. The new Riverside Shares will commence trading on the TSX Venture Exchange (the “TSXV“) at the market opening on Monday, May 26, 2025. The CUSIP numbers for the new Riverside Shares and the Blue Jay Shares are 76927E109 and 095925103, respectively.
“The completion of the Blue Jay spinout marks a significant milestone in Riverside’s ongoing strategy to unlock value through disciplined corporate development and capital deployment,” said John-Mark Staude, President & CEO of Riverside. “We believe that Blue Jay, with its strong portfolio of Canadian gold assets, dedicated management team, and clean capital structure, is well-positioned for exploration and growth. This spinout not only provides Riverside shareholders with direct exposure to a focused new exploration company, but it also reinforces Riverside’s track record of creating value through strategic actions that serve the company and shareholders. This approach was notably demonstrated with the successful spinout of Capitan Silver, which has delivered additional value to our shareholders since its launch. We are proud to have launched Blue Jay and look forward to its success as a stand-alone public company.”
Immediately prior to the Arrangement, on May 22, 2025, Riverside and Blue Jay entered into an amendment (the “Amendment“) to the arrangement agreement dated January 27, 2025 (the “Arrangement Agreement“). Pursuant to the Amendment, Riverside and Blue Jay may waive certain conditions set forth in the Arrangement Agreement. All other terms and conditions of the Arrangement Agreement remain unchanged.
Blue Jay is expected to make an application to list its shares on TSXV. This share reorganization follows a structure similar to Riverside’s previous transaction with Capitan Silver Corp. (“Capitan“). In that prior case, the shares saw positive appreciation, and both Riverside and Capitan advanced their respective business strategies.
Following the Arrangement, Blue Jay will be a reporting issuer in Alberta, British Columbia and Ontario and will meet and comply with all of its timely and continuous disclosure requirements, as required under applicable Canadian securities laws. Blue Jay’s public disclosure documents will be made available and filed on Blue Jay’s profile on SEDAR+ at www.sedarplus.ca.
“Blue Jay is launching with a clear and compelling mandate to build long-term shareholder value through focused gold exploration in Canada, one of the world’s most stable and well-endowed mining jurisdictions,” commented Geordie Mark, CEO of Blue Jay. “Our initial asset base includes high-quality projects with significant discovery potential and our team brings deep technical expertise, capital markets experience, and a commitment to disciplined exploration. With the strong support of Riverside and our broader shareholder base, we are hitting the ground running, well capitalized and ready to execute. I am excited about the opportunities ahead and confident in our ability to deliver results.”
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.
About Blue Jay Gold Corp
Blue Jay Gold Corp. is a Canadian gold exploration company focused on high-grade discovery in Ontario’s prolific Beardmore-Geraldton and Wawa Greenstone Belts, regions known for hosting numerous past-producing and active gold mines. The Company’s flagship asset, the Pichette Project, features extensive banded iron formation (BIF) trends and high-grade historical gold intercepts, offering near-surface discovery potential. With three strategically located projects and a leadership team experienced in geology and capital markets, Blue Jay Gold is advancing a disciplined, modern exploration strategy in one of Canada’s most prospective and mining-friendly jurisdictions.
ON BEHALF OF RIVERSIDE RESOURCES INC.
“John-Mark Staude“
Dr. John-Mark Staude, President & CEO
ON BEHALF OF BLUE JAY GOLD CORP.
“Geordie Mark“
Geordie Mark, President & CEO
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”). Forward-looking statements in this press release include, but are not limited to, statements regarding the completion of the Arrangement and regulatory approval to the listing of the Blue Jay Shares.
Such information involves known and unknown risks — including the availability of funds, that the listing of the Blue Jay Shares on the TSXV is subject to the approval of the TSXV which may not be obtained on terms acceptable to Blue Jay or at all, the ability of Blue Jay to raise sufficient capital to pursue its growth strategy and meet the listing requirements of the TSXV and, 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 and Blue Jay 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.
Vancouver, British Columbia–(Newsfile Corp. – May 22, 2025) – Riverside Resources Inc.(TSXV: RRI) (OTCQB: RVSDF) (FSE: 5YY)(“Riverside” or the “Company”), is pleased to provide an update regarding the option agreement with Questcorp Mining Inc. (“Questcorp“) on Union Project announced on May 6, 2025. Questcorp has issued 6,285,722 common shares, representing 9.9% of Questcorp’s issued and outstanding shares as of May 20, 2025, to Riverside. In addition, Questcorp has completed a cash payment of $25,000 CAD to Riverside. These steps have been undertaken pursuant to the terms and conditions of the option agreement dated May 5, 2025, among Questcorp, Riverside Resources Inc., and Riverside’s wholly owned Mexican subsidiary, RRM Exploración, S.A.P.I. de C.V., in respect of the Union project which Riverside has progressed the exploration and property consolidation over the past few years and now the project is set to move ahead with this partner funding.
Riverside, as operator of Union Project, is advancing the pre-drilling work including organizing the field team, access and sourcing water that would be needed for drilling later this year. The Company’s Mexico-based technical team is currently finalizing contractor selection and mobilization for an initial fieldwork program and then will conduct the pre-drilling, geophysical survey. This will be followed by more detailed work aimed at refining high-priority drill targets identified during previous fieldwork. Union Project lies within the productive Sonora carbonate-replacement belt and hosts multiple historical mine workings, strong surface mineralization, and favorable structural controls, making it highly prospective for gold-silver-lead-zinc and copper discoveries.
“We are encouraged by Questcorp’s progress on the Option of the Union Project and are pleased to be executing the next steps in our agreement,” stated John-Mark Staude, President and CEO of Riverside Resources. “Our field team in Sonora is now lining up access, camp logistics and exploration field work which lays the key groundwork to progress with the geophysical work that will be coming in the near future. The upcoming work will focus on integrating surface mapping, geochemical data, and then us geophysics to sharpen our drill targeting in this promising CRD system.”
For further details on option agreement, please refer to the press release of May 6, 2025 on www.rivres.com and on sedarplus.ca.
Qualified Person & QA/QC:
The scientific and technical data contained in this news release pertaining to the Project was reviewed and approved by Freeman Smith, P.Geo, VP Exploration, a non-independent qualified person to Riverside Resources Inc., who is responsible for ensuring that the information provided in this news release is accurate and who acts as a “qualified person” under National Instrument 43-101 Standards of Disclosure for Mineral Projects.
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. Riverside has properties available for option, with information available on the Company’s website at www.rivres.com.
ON BEHALF OF RIVERSIDE RESOURCES INC.
“John-Mark Staude”
Dr. John-Mark Staude, President & CEO
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 Corporate Communications Riverside Resources Inc. Eric@rivres.com 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 the risk that the Transaction will not be completed as contemplates, or at all, 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.
We’re excited to share a transformative moment for Riverside Resources (TSXV: RRI; OTC: RVSDF). On May 22, 2025, Riverside Resources will complete the spinout of its wholly owned Ontario gold subsidiary, Blue Jay Gold Corp. Blue Jay is led by industry veteran Dr. Geordie Mark, PhD, PGeo., with extensive mining and mineral exploration experience and the strong experienced management team. As a shareholder of Riverside, you are entitled to receive 1 share of Blue Jay for every 5 shares of Riverside you own—at no additional cost. To be eligible, make sure you hold Riverside shares before market close on May 21, 2025.
Why does this matter? Because we’ve done this before and it worked well for shareholders. Our last spin-out, Capitan Silver (TSXV: CAPT; OTC: CAPTF), delivered additional value to shareholders and is currently trading more than double the original spinout share price. Blue Jay Gold aims to follow a similar path, with a portfolio of high-quality gold assets in a strong jurisdiction. As it prepares to spin out from Riverside this week, the company is well-positioned to advance its projects and pursue value creation. These are not just transactions. These spinouts are strategic, value-unlocking events that provide shareholders with direct ownership and upside exposure in focused, high-potential companies. At the same time, Riverside retains long-term royalty interests in the spinout entities, while continuing to advance its strong and diversified portfolio of gold, copper, silver, and rare earth element (REE) assets across Mexico and Canada.
For more insight into Riverside’s upcoming programs and broader value beyond the Blue Jay spin-out, additional investor videos are available to watch on Riverside’s YouTube channel.
We’re appreciative of our shareholders, proud of our 18-year track record and the strong portfolio we’ve built across North America. The Blue Jay spinout is another example of how Riverside executes its project generator model to deliver real, tangible benefits right to shareholders.
Thank you for your continued support. I continue to buy and hold, and have never sold a share of Riverside,
Dr. John-Mark Staude President & CEO, Riverside Resources Inc.
The Communications Team Riverside Resources Inc. info@rivres.com Phone: (778) 327-6671 x 312 Toll Free: 1-877-RIV-RES1 (748-7371) Web: www.rivres.com
Edmonton, Alberta–(Newsfile Corp. – May 16, 2025) – Grizzly Discoveries Inc. (TSXV: GZD) (FSE: G6H) (OTCQB: GZDIF) (“Grizzly” or the “Company”) is pleased to announce that it has closed on an agreement to settle $500,000 in outstanding accounts payable debt to APEX Geoscience Ltd. (“APEX”), the Company’s primary geological contractor, originally announced on April 28, 2025. Upon closing, the Company issued 8,333,334 Units of the Company to APEX (the “APEX Units”) and a promissory note to a private corporation controlled by a principal of APEX with a principal amount of $250,000 bearing simple interest at 5% per annum, payable semi-annually, and maturing on May 15, 2027 (the “Note”).
Each APEX Unit was issued at a deemed price of $0.03 per APEX Unit and consisted of one common share of the Company (“Common Share”) and one Common Share purchase warrant entitling the warrant holder to purchase an additional Common Share for $0.05 and expiring on May 15, 2027. The Common Shares and any Common Shares issuable upon exercise of the Warrants are subject to restrictions on trading until September 16, 2025 in accordance with the policies of the TSX Venture Exchange.
On April 28, 2025, the Company announced that it had entered into an agreement (the “Agreement”) with APEX Geoscience Ltd., the Company’s primary geological contractor, to settle $500,000 in outstanding accounts payable, incurred for prior exploration of the Company’s mineral properties. The Agreement stipulates the extinguishment of $500,000 in accounts payable owing by the Company to APEX by the issuance of the APEX Units to APEX and the Note to a private corporation controlled by a principal of APEX.
The interest on the Note shall be calculated on the principal amount only (simple interest) and, under the terms of the Agreement, may be paid by the Company, at the Company’s option, in Common Shares to the Holder at the Discounted Market Price (as defined by the policies of the TSX Venture Exchange) on the interest payment date.
Any interest payments to be made in Common Shares are subject to acceptance of the TSX Venture Exchange.
ABOUT GRIZZLY DISCOVERIES INC.
Grizzly is a diversified Canadian mineral exploration company with its primary listing on the TSX Venture Exchange focused on developing its approximately 72,700 ha (approximately 180,000 acres) of precious and critical minerals properties in southeastern British Columbia. Grizzly is run by a highly experienced junior resource sector management team, who have a track record of advancing exploration projects from early exploration stage through to feasibility stage.
On behalf of the Board,
GRIZZLY DISCOVERIES INC. Brian Testo, CEO, President
Suite 363-9768 170 Street NW Edmonton, Alberta T5T 5L4
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.
Vancouver, British Columbia–(Newsfile Corp. – May 12, 2025) – EMX Royalty Corporation (NYSE American: EMX) (TSXV: EMX) (the “Company” or “EMX”) is pleased to report results for the three months ended March 31, 2025 (in U.S. dollars unless otherwise noted). EMX delivered revenue and other income of $8.4 million, adjusted royalty revenue1 of $10.8 million and adjusted EBITDA1 of $7.1 million.
Dave Cole, EMX CEO, commented, “For the first quarter of 2025 we achieved exceptional growth in adjusted royalty revenue and adjusted EBITDA, completed the acquisition of an additional royalty interest in the Chapi Mine, and strengthened our financial position through disciplined capital management, and opportunistic share buybacks. With rising commodity prices, growing revenue and a strong balance sheet, including a $10.0 million debt repayment made subsequent to the end of the quarter, we have great momentum as we continue into the second quarter of 2025.”
Q1 2025 Financial Highlights
Adjusted royalty revenue1 of $10.8 million, up 40% over comparative quarter;
Adjusted EBITDA1 of $7.1 million, up 120% over comparative quarter, demonstrating strong cash flow conversion; and
Cash and cash equivalents as of March 31, 2025 of $19.2 million and a working capital1 surplus of $36.1 million, demonstrating financial flexibility for growth.
Three months ended March 31,
(In thousands)
2025
2024
Statement of Income (Loss)
Revenue and other income
$
8,422
$
6,240
General and administrative costs
(2,170
)
(2,148
)
Royalty generation and project evaluation costs, net
(2,502
)
(2,934
)
Net income (loss)
$
1,260
$
(2,227
)
Statement of Cash Flows
Cash flows from operating activities
$
1,289
$
1,027
Non-IFRS Financial Measures1
Adjusted revenue and other income
$
11,428
$
8,293
Adjusted royalty revenue
$
10,751
$
7,657
Adjusted cash flows from operating activities
$
2,906
$
2,661
EBITDA
$
4,892
$
1,249
Adjusted EBITDA
$
7,101
$
3,223
GEOs sold
3,756
3,696
Summary of Financial Highlights for the Quarter Ended March 31, 2025 and 2024:
Key Strategic Developments
During the three months ended March 31, 2025, and the period subsequent to quarter end, EMX has completed several key transactions that demonstrate our strategy of incremental revenue growth and disciplined capital management as we move into 2025. These key developments include:
Completed the acquisition of an additional 1% NSR royalty on the Chapi Copper Mine in Peru for a purchase price of $7.0 million, totaling a 2% NSR for $10.0 million, which we expect will begin contributing revenue to EMX in 2026;
Completed the acquisition of a 0.625% NSR royalty interest covering all minerals produced from the Urasar gold-copper project being advanced by Hayasa Metals Inc.;
In April 2025, the Company received an early Diablillos property payment from AbraSilver Resource Corp. totaling $6.9 million;
In April 2025, the Company made a $10.0 million early repayment towards the Franco-Nevada credit facility, decreasing the principal outstanding from $35.0 million to $25.0 million; and
We repurchased and cancelled 1,479,792 shares during the quarter, totaling 5,000,000 common shares repurchased and cancelled, completing the original Normal Course Issuer Bid (“NCIB”) program. The Company commenced a new NCIB program during the quarter which allows the repurchase and cancellation of an additional 5,440,027 common shares over a 12-month period. Subsequent to the end of the period, the Company repurchased 1,201,892 common shares under the new NCIB for a total cost of $2,493,000.
Outlook
The Company is maintaining its 2025 guidance2 of GEOs sales of 10,000 to 12,000, adjusted royalty revenue of $26,000,000 to $32,000,000 and option and other property income of $1,000,000 to $2,000,000.
Capital Management
For 2025, EMX has established the following capital allocation goals for 2025:
Approximately 20% decrease in operating expenditures when compared to 2024, primarily resulting from a decrease in generative expenditures, weighted toward the second half of 2025;
Continued return of capital through our renewed Normal-Course Issuer Bid program in 2025;
Implementation of a measured and consistent debt repayment strategy; and
Evaluation of a potential revolving credit facility available to EMX to fund royalty acquisitions.
Portfolio Growth
The drivers for near and long term growth in cash flow will come from the material producing assets at Caserones in Chile and Timok in Serbia. At Caserones, Lundin Mining Corporation (“Lundin”) has initiated an exploration program which is intended to expand mineral resources and mineral reserves while at the same time looking to increase throughput at the plant. At Timok, Zijin Mining Group Co. (“Zijin”) continues to develop the Lower Zone copper porphyry block cave project while continuing to produce from the high-grade Upper Zone. Zijin also announced the recently discovered high-grade Malka Golaja Copper-Gold Deposit south of the Cukaru Peki mine and within EMX’s royalty footprint. Analysis of recent satellite imagery over the Brestovac license, which contains the Cukaru Peki Mine and is covered by EMX’s royalty, shows substantial development of new drill pads with numerous drill rigs visible in the images in the southeast corner of the license where Malka Golaja is located.
We anticipate the recently announced $10,000,000 acquisition of a royalty on the Chapi Copper Mine property in Peru will begin contributing to royalty revenue in 2026. We are excited by the addition of a high-quality copper royalty to the portfolio that has excellent upside development and exploration potential located in the prolific Paleocene-Eocene copper-molybdenum porphyry belt of Southern Peru.
In Türkiye, at Gediktepe, ACG Metals announced that the Sulphide Expansion Project remains on schedule for commissioning in Q1 2026, with no delays or cost overruns, reinforcing Gediktepe’s transition into a long-life, low-cost copper producer.
AbraSilver Resource Corp. continues to advance Diablillos in Argentina and announced that it expects to complete its definitive feasibility study by Q1 2026 and make a construction decision in the second half of 2026. At the Viscaria copper-iron-silver development project in Sweden, the Supreme Court of Sweden announced in April 2025 it will not grant leave to appeal Viscaria’s environmental permit. This decision means that Viscaria’s environmental permit can no longer be appealed and thus gains legal force. Viscaria now has all permits in place to start the construction of the industrial area including the enrichment plant, and to start operations in the mine. These developments are all examples of the upside optionality that exists throughout EMX’s global royalty portfolio.
EMX is well positioned to identify and pursue new royalty and investment opportunities, while continuing to grow a pipeline of royalty generation properties for partnership. As the Company continues to generate revenues from its producing royalty assets as well as from other option, advance royalty and pre-production payments across its global asset portfolio, various opportunities for capital redeployment will be evaluated. Such opportunities may include the direct acquisition of royalties, continued organic generation of royalties through partner funded projects and select strategic investments.
First Quarter Results for 2025
In Q1 2025, the Company recognized $11.4 million and $10.8 million in adjusted revenue and other income3 and adjusted royalty revenue3, respectively, which represented a 38% and 40% increase, respectively, compared to Q1 2024. The increase is largely due to a $1.3 million increase in royalty revenue from Gediktepe and a $1.0 million increase in royalty revenue from Caserones when compared to Q1 2024.
The following table is a summary of GEOs3 sold and adjusted royalty revenue3 for the three months ended March 31, 2025 and 2024:
2025
2024
(In thousands)
GEOs Sold
Revenue (in thousands)
GEOs Sold
Revenue (in thousands)
Gediktepe
1,504
4,305
1,443
2,990
Caserones
1,050
$
3,006
991
$
2,053
Timok
553
1,583
612
1,267
Leeville
318
910
417
864
Other Producing Assets
290
830
131
272
Advanced royalty payments
41
117
102
211
Adjusted royalty revenue
3,756
$
10,751
3,696
$
7,657
Shareholder Information – The Company’s filings for the year are available on SEDAR+ at www.sedarplus.ca, on the U.S. Securities and Exchange Commission’s EDGAR website at www.sec.gov, and on EMX’s website at www.EMXroyalty.com. Financial results were prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board.
About EMX – EMX is a precious, and base metals royalty company. EMX’s investors are provided with discovery, development, and commodity price optionality, while limiting exposure to risks inherent to operating companies. The Company’s common shares are listed on the NYSE American Exchange and TSX Venture Exchange under the symbol “EMX”. Please see www.EMXroyalty.com for more information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release
Forward-Looking Statements
This news release may contain “forward looking information” or “forward looking statements” that reflect the Company’s current expectations and projections about its future results. These forward-looking statements may include statements regarding the future price of copper, gold and other metals, the estimation of mineral reserves and mineral resources, realization of mineral reserve estimates, the timing and amount of estimated future production, the Company’s growth strategy and expectations regarding the guidance for 2025 and future outlook, including revenue and GEO estimates, anticipated reductions in operating expenditures, repayment of outstanding debt and the timing thereof, the acquisition of additional royalty and royalty generation interests and other investment opportunities, the purchase of securities pursuant to the Company’s NCIB, exploration and development plans at the Company’s royalty properties and the expected timing thereof or other statements that are not statements of fact. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “expects,” “anticipates,” “believes,” “plans,” “projects,” “estimates,” “assumes,” “intends,” “strategy,” “goals,” “objectives,” “potential,” “possible” or variations thereof or stating that certain actions, events, conditions or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.
Forward-looking statements are based on a number of material assumptions, including those listed below, which could prove to be significantly incorrect, including disruption to production at any of the mineral properties in which the Company has a royalty, or other interest; estimated capital costs, operating costs, production and economic returns; estimated metal pricing (including the estimates from theCIBC Global Mining Group’s Consensus Commodity Price Forecasts published on March 3, 2025), metallurgy, mineability, marketability and operating and capital costs, together with other assumptions underlying the Company’s resource and reserve estimates; the expected ability of any of the properties in which the Company holds a royalty, or other interest to develop adequate infrastructure at a reasonable cost; assumptions that all necessary permits and governmental approvals will remain in effect or be obtained as required to operate, develop or explore the various properties in which the Company holds an interest; and the activities on any on the properties in which the Company holds a royalty, or other interest will not be adversely disrupted or impeded by development, operating or regulatory risks or any other government actions.
Certain important factors that could cause actual results, performances or achievements to differ materially from those in the forward-looking statements include, amongst others, failure to maintain or receive necessary approvals, changes in business plans and strategies, market conditions, share price, best use of available cash, copper, gold and other commodity price volatility, discrepancies between actual and estimated production, mineral reserves and resources and metallurgical recoveries, mining operational and development risks relating to the parties which produce the gold or other commodity the Company will purchase, regulatory restrictions, activities by governmental authorities (including changes in taxation), currency fluctuations, the global economic climate, dilution, share price volatility and competition.
Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the impact of general business and economic conditions, the absence of control over mining operations from which the Company will receive royalties from, and risks related to those mining operations, including risks related to international operations, government and environmental regulation, actual results of current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined, risks in the marketability of minerals, fluctuations in the price of gold and other commodities, fluctuation in foreign exchange rates and interest rates, stock market volatility, as well as those factors discussed in the Company’s MD&A for the quarter ended March 31, 2025, and the most recently filed Annual Information Form (“AIF”) for the year ended December 31, 2024, actual events may differ materially from current expectations. More information about the Company, including the MD&A, the AIF and financial statements of the Company, is available on SEDAR+ at www.sedarplus.ca and on the SEC’s EDGAR website at www.sec.gov. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements that are contained or incorporated by reference, except in accordance with applicable securities laws.
Future-Oriented Financial Information
This news release may contain future-oriented financial information (“FOFI”) within the meaning of Canadian securities legislation, about prospective results of operations, financial position, GEOs and anticipated royalty payments based on assumptions about future economic conditions and courses of action, which FOFI is not presented in the format of a historical balance sheet, income statement or cash flow statement. The FOFI has been prepared by management to provide an outlook of the Company’s activities and results and has been prepared based on a number of assumptions including the assumptions discussed under the headings above entitled “Outlook” and “Forward-Looking Statements” and assumptions with respect to the future metal prices, the estimation of mineral reserves and resources, realization of mineral reserve estimates and the timing and amount of estimated future production. Management does not have, or may not have had at the relevant date, or other financial assumptions which may have been used to prepare the FOFI or assurance that such operating results will be achieved and, accordingly, the complete financial effects are not, or may not have been at the relevant date of the FOFI, objectively determinable.
Importantly, the FOFI contained in this news release are, or may be, based upon certain additional assumptions that management believes to be reasonable based on the information currently available to management, including, but not limited to, assumptions about: (i) the future pricing of metals, (ii) the future market demand and trends within the jurisdictions in which the Company or the mining operators operate, and (iii) the operating cost and effect on the production of the Company’s royalty partners. The FOFI or financial outlook contained in this news release do not purport to present the Company’s financial condition in accordance with IFRS, and there can be no assurance that the assumptions made in preparing the FOFI will prove accurate. The actual results of operations of the Company and the resulting financial results will likely vary from the amounts set forth in the analysis presented in any such document, and such variation may be material (including due to the occurrence of unforeseen events occurring subsequent to the preparation of the FOFI). The Company and management believe that the FOFI has been prepared on a reasonable basis, reflecting management’s best estimates and judgments as at the applicable date. However, because this information is highly subjective and subject to numerous risks including the risks discussed under the heading above entitled “Forward-Looking Statements” and under the heading “Risk Factors” in the Company’s public disclosures, FOFI or financial outlook within this news release should not be relied on as necessarily indicative of future results.
Non-IFRS Financial Measures
The Company has included certain non-IFRS financial measures in this press release, as discussed below. EMX believes that these measures, in addition to conventional measures prepared in accordance with IFRS, provide investors an improved ability to evaluate the underlying performance of the Company. These non-IFRS financial measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These financial measures do not have any standardized meaning prescribed under IFRS, and therefore may not be comparable to other issuers.
Non-IFRS financial measures are defined in National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure (“NI 52-112”) as a financial measure disclosed that (a) depicts the historical or expected future financial performance, financial position or cash flow of an entity, (b) with respect to its composition, excludes an amount that is included in, or includes an amount that is excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the entity, (c) is not disclosed in the financial statements of the entity, and (d) is not a ratio, fraction, percentage or similar representation. A non-IFRS ratio is defined by NI 52-112 as a financial measure disclosed that (a) is in the form of a ratio, fraction, percentage or similar representation, (b) has a non-IFRS financial measure as one or more of its components, and (c) is not disclosed in the financial statements.
The following table outlines the non-IFRS financial measures, their definitions, the most directly comparable IFRS measures and why the Company use these measures.
Non-IFRS financial measure
Definition
Most directly comparable IFRS measure
Why we use the measure and why it is useful to investors
Adjusted revenue and other income
Defined as revenue and other income including the Company’s share of royalty revenue related to the Company’s effective royalty on Caserones.
Revenue and other income
The Company believes these measures more accurately depict the Company’s revenue related to operations as the adjustment is to account for revenue from a material asset
Adjusted royalty revenue
Defined as royalty revenue including the Company’s share of royalty revenue related to the Company’s effective royalty on Caserones.
Royalty revenue
Adjusted cash flows from operating activities
Defined as cash flows from operating activities plus the cash distributions related to the Company’s effective royalty on Caserones.
Cash flows from operating activities
The Company believes this measure more accurately depicts the Company’s cash flows from operations as the adjustment is to account for cash flows from a material asset.
Gold equivalent ounces (GEOs)
GEOs is a non-IFRS measure that is based on royalty interests and calculated on a quarterly basis by dividing adjusted royalty revenue by the average gold price during such quarter. The gold price is determined based on the LBMA PM fix. For periods longer than one quarter, GEOs are summed for each quarter in the period.
Royalty revenue
The Company uses this measure internally to evaluate our underlying operating performance across the royalty portfolio for the reporting periods presented and to assist with the planning and forecasting of future operating results.
Earnings before interest, taxes, depreciation and amortization (EBITDA) and adjusted EBITDA
EBITDA represents net earnings or loss for the period before income tax expense or recovery, depreciation and amortization, finance costs. Adjusted EBITDA adds all revenue from the Caserones Royalty less any equity income from the equity investment in SLM California (Caserones Royalty holder). Additionally, it removes the effects of items that do not reflect our underlying operating performance and are not necessarily indicative of future operating results. These may include: share based payments expense; unrealized and realized gains and losses on investments; write-downs of assets; impairments or reversals of impairments; foreign exchange gains or losses; and other non-cash or non-recurring expenses or recoveries.
Earnings or loss before income tax
The Company believes EBITDA and adjusted EBITDA are widely used by investors and analysts as useful indicators of our operating performance, our ability to invest in capital expenditures, our ability to incur and service debt and also as a valuation metric.
Working capital
Defined as current assets less current liabilities. Working capital does not include assets held for sale and liabilities associated with assets held for sale
Current assets, current liabilities
The Company believes that working capital is a useful indicator of the Company’s liquidity.
Reconciliation of Adjusted Revenue and Other Income and Adjusted Royalty Revenue:
During the three months ended March 31, 2025 and 2024, the Company had the following sources of revenue and other income:
(In thousands of dollars)
Three months ended March 31,
2025
2024
Royalty revenue
$
7,745
$
5,604
Option and other property income
303
188
Interest income
374
448
Total revenue and other income
$
8,422
$
6,240
The following is the reconciliation of adjusted revenue and other income and adjusted royalty revenue:
Three months ended March 31,
(In thousands of dollars)
2025
2024
Revenue and other income
$
8,422
$
6,240
SLM California royalty revenue
$
7,035
$
4,805
The Company’s ownership %
42.7
42.7
The Company’s share of royalty revenue
$
3,006
$
2,053
Adjusted revenue and other income
$
11,428
$
8,293
Royalty revenue
$
7,745
$
5,604
The Company’s share of royalty revenue
3,006
2,053
Adjusted royalty revenue
$
10,751
$
7,657
Reconciliation of Adjusted Cash Flows from Operating Activities:
Three months ended March 31,
(In thousands of dollars)
2025
2024
Cash provided by operating activities
$
1,289
$
1,027
Caserones royalty distributions
1,617
1,634
Adjusted cash flows from operating activities
$
2,906
$
2,661
Reconciliation of EBITDA and Adjusted EBITDA:
Three months ended March 31,
(In thousands of dollars)
2025
2024
Income (loss) before income taxes
$
1,882
$
(2,235
)
Finance expense
681
1,065
Depletion, depreciation, and direct royalty taxes
2,329
2,419
EBITDA
$
4,892
$
1,249
Attributable revenue from Caserones royalty
3,006
2,053
Equity income from investment in SLM California
(1,680
)
(797
)
Share-based payments
1,227
189
Gain on revaluation of investments
(746
)
(84
)
Loss on sale of marketable securities
346
411
Foreign exchange (gain) loss
(207
)
116
Loss on revaluation of derivative liabilities
162
41
Impairment charges
101
45
Adjusted EBITDA
$
7,101
$
3,223
Reconciliation of GEOs:
Three months ended March 31,
(In thousands of dollars)
2025
2024
Adjusted royalty revenue
$
10,751
$
7,657
Average gold price per ounce
$
2,863
$
2,072
Total GEOs
3,756
3,696
1 Refer to the “Non-IFRS financial measures” section below and on page 23 of the Q1 2025 MD&A for more information on each non-IFRS financial measure. These non-IFRS measures are not standardized financial measures under the financial reporting framework used to prepare the financial statements to which the measures relates and might not be comparable to similar financial measures disclosed by other issuers.
2 Assumed commodity prices of $2,668/oz gold and $4.26/lb copper based on CIBC Global Mining Group’s Consensus Commodity Price Forecasts (“Consensus Pricing”) published on March 3, 2025, which the Company believes to be reliable for the purposes of guidance.
3 Refer to the “Non-IFRS financial measures” section below and on page 23 of the Q1 2025 MD&A for more information on each non-IFRS financial measure.
North Vancouver, British Columbia–(Newsfile Corp. – May 12, 2025) – Lion One Metals Limited (TSXV: LIO) (OTCQX: LOMLF) (“Lion One” or the “Company“) is pleased to report significant new high-grade gold results from 2,701.4 meters of underground infill and grade control drilling at its 100% owned Tuvatu Alkaline Gold Project in Fiji (“Tuvatu“). The drilling is focused on the Ura lode system which is currently being mined. The Company intersected high-grade mineralized structures in 21 holes, most of which did not exceed 150 m in length.
There are two primary targets for the Ura drilling reported in this release: the planned Ura shrinkage stope in development at the top of the Ura system, and the down-dip extension of the Ura lodes below current underground workings (Figure 1).
The Ura lode system is currently being mined from both the 1095 and 1116 levels of the mine. A shrinkage stope is being developed between the 1116 and 1156 levels of the mine. This shrinkage stope is scheduled for mining within the next three months and will be mined over a strike length of approximately 80 m, with narrow mining widths of approximately 1.5 m. This stope encompasses numerous very high-grade gold drill results, such as 54.16 g/t gold over 1.9 m, which includes 156.55 g/t gold over 0.6 m. Previous drilling in the shrinkage stope has returned similarly strong results over narrow widths, such as 168.95 g/t gold over 0.5 m (see press release dated March 25, 2025).
The Ura lode system remains open at depth and is largely untested below the currently modeled lodes. The second target for the drilling reported in this release is the down-dip extension of the Ura lodes. High-grade gold drill results were returned up to 90 m below the current underground workings, indicating the potential for at least 4 to 5 additional levels of mining below the current underground workings, most of which is outside the current resource. The system is a prime target for resource expansion and upgrade.
Highlights of New Drill Results:
54.16 g/t Au over 1.9 m (including 156.55 g/t Au over 0.6 m) (TGC-0398, from 90.2 m depth)
16.64 g/t Au over 3.2 m (including 39.87 g/t Au over 1.2 m) (TGC-0403, from 74.0 m depth)
23.78 g/t Au over 1.8 m (including 39.73 g/t Au over 0.4 m) (TGC-0398, from 93.7 m depth)
20.02 g/t Au over 1.6 m (including 61.45 g/t Au over 0.4 m) (TGC-0395, from 13.0 m depth)
7.81 g/t Au over 3.6 m (including 21.55 g/t Au over 0.4 m) (TGC-0425, from 33.4 m depth)
38.43 g/t Au over 0.6 m (including 62.99 g/t Au over 0.3 m) (TGC-0394, from 16.0 m depth)
10.85 g/t Au over 2.1 m (including 37.62 g/t Au over 0.4 m) (TGC-0413, from 64.8 m depth)
11.21 g/t Au over 2.0 m (including 34.38 g/t Au over 0.4 m) (TGC-0395, from 55.4 m depth)
49.12 g/t Au over 0.5 m (TGC-0402, from 25.0 m depth)
63.98 g/t Au over 0.3 m (TGC-0425, from 0.9 m depth)
18.91 g/t Au over 1.0 m (including 29.08 g/t Au over 0.5 m) (TGC-0398, from 45.6 m depth)
17.02 g/t Au over 1.1 m (including 33.12 g/t Au over 0.5 m) (TGC-0400, from 14.3 m depth)
*Drill intersects are downhole lengths, 3.0 g/t cutoff. True width not known. See Table 1 for additional data.
Figure 1. Location of the Ura drilling reported in this news release. Left image: Plan view of the Ura drilling in relation to the Ura lodes shown in purple and other mineralized lodes shown in grey, with Tuvatu underground development shown in red. Right image: Section view of the Ura drilling looking NNE, approximately along strike of the Ura 1 and Ura 3 lodes.
The Ura lode system was first discovered during the initial development of the mine decline in late 2022 and was initially modelled as a single lode. It is now understood to be a system of lodes, with at least three separate lodes already identified: Ura 1, Ura 2, and Ura 3. The Ura system remains largely untested outside of current mining areas. The system extends to surface and is open at depth.
The Ura 1, Ura 2, and Ura 3 lodes all consist of narrow high-grade structures with high grade gold intersections. The Ura 1 and Ura 3 lodes dip subvertically to the west and strike approximately 200° to the SSW. The Ura 2 lode strikes approximately 205° to the SSW and dips at approximately 45° to the west, toward the West Zone. The Ura 2 lode intersects the Ura 1 lode slightly below the 1116 level while the Ura 3 lode is located between the Ura 2 and Ura 1 lodes. All three lodes have current total strike lengths of approximately 220 m each and remain open both at depth and to the south. The west extent of the Ura 2 lode remains entirely untested.
The drilling reported in this news release was conducted from three underground drill stations; the 1095, 1116, and 1116.SP drill stations. The drilling targeted two areas: the Ura 1 shrinkage stope area in development between the 1116 and 1156 levels, and the Ura 1, Ura 2, and Ura 3 lodes down-dip of the current underground workings.
Drilling in the Ura shrinkage stope is being conducted on a 12.5 m grid to provide a detailed understanding of the structure and mineralization of the lode in advance of mining. The shrinkage stope is already under development and the first rise is complete. The stope is anticipated to be approximately 80 m long, 35 m tall, and 1.5 m wide. It is scheduled for mining over the next three months, with the bulk of production coming in July.
Figure 2. Ura shrinkage stope drilling with high-grade intersects highlighted, 3.0 g/t gold cutoff, plan view. Plan view looking down. The drill holes shown here primarily targeted areas of the Ura lode within the planned Ura 1 shrinkage stope. Ura lodes show in purple, underground workings in grey.
Figure 3. Location of the Ura 1 shrinkage stope, section view. Section view looking east. The Ura 1 shrinkage stope is anticipated to be approximately 80 m long by 35 m tall and is located between the 1116 and the 1156 levels of the mine. The location of the shrinkage stope is approximated by the yellow dashed square, with Ura lodes shown in purple and underground workings in grey.
The Ura down-dip drilling reported in this release primarily targeted areas outside the current resource. The Ura system is largely untested below and to the west of the currently modeled lodes, and the system is a prime target for resource expansion. Limited drilling has been conducted below the current underground workings. High grade drill results were returned approximately 90 m below the current underground workings, and 55 m below the currently modeled lodes. This represents an additional four to five levels of mineralization below the current mine levels, with strong potential for mineralization to continue further at depth. The Ura down-dip drill program is targeting a 12.5 m drill hole density to bring these additional levels of mineralization into the resource and into the mine plan this year.
Figure 4. Ura down-dip drilling with high-grade intersects highlighted, 3.0 g/t gold cutoff. Left image: Section view looking east perpendicular to the Ura lodes with select high-grade intercepts highlighted. Right image: Section vier looking NNE approximately along srike of the Ura 1 and Ura 3 lodes. High grade gold mineralization has been intersected in the Ura lodes 90 m down-dip of the current underground workings, and 55 m down-dip of the currently modeled lodes. The system remains open at depth. Ura lodes shown in light purple, underground workings in grey.
In accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43- 101”), Melvyn Levrel, MAIG, Senior Geologist for Lion One Metals, is the Qualified Person for the Company and has reviewed and approved the technical and scientific content of this news release.
Lion One Laboratories / QAQC
Lion One adheres to rigorous QAQC procedures above and beyond basic regulatory guidelines in conducting its drilling, sampling, testing, and analyses. The Company operates its own geochemical assay laboratory and its own fleet of diamond drill rigs using PQ, HQ and NQ sized drill rods. The Lion One geochemical laboratory is accredited under the IANZ ISO/IEC 17025:2017 Standard – the international standard for testing and calibration of laboratories.
Diamond drill core samples are logged by Lion One personnel on site. Exploration diamond drill core is split by Lion One personnel on site, with half core samples sent for analysis and the other half core remaining on site. Grade control diamond drill core is whole core assayed. Core samples are delivered to the Lion One Laboratory for preparation and analysis. All samples are pulverized at the Lion One lab to 85% passing through 75 microns and gold analysis is carried out using fire assay with an AA finish. Samples that return grades greater than 10.00 g/t Au are re-analyzed by gravimetric method, which is considered more accurate for very high-grade samples.
Duplicates of 5% of samples with grades above 0.5 g/t Au are delivered to ALS Global Laboratories in Australia for check assay determinations using the same methods (Au-AA26 and Au-GRA22 where applicable). ALS also analyses 33 pathfinder elements by HF-HNO3-HClO4 acid digestion, HCl leach and ICP-AES (method ME-ICP61). The Lion One lab can test a range of up to 71 elements through Inductively Coupled Plasma Optical Emission Spectrometry (ICP-OES), but currently focuses on a suite of 26 important pathfinder elements with an aqua regia digest and ICP-OES finish.
About Lion One Metals Limited
Lion One Metals is an emerging Canadian gold producer headquartered in North Vancouver BC, with new operations established in late 2023 at its 100% owned Tuvatu Alkaline Gold Project in Fiji. The Tuvatu project comprises the high-grade Tuvatu Alkaline Gold Deposit, the Underground Gold Mine, the Pilot Plant, and the Assay Lab. The Company also has an extensive exploration license covering the entire Navilawa Caldera, which is host to multiple mineralized zones and highly prospective exploration targets.
On behalf of the Board of Directors, Walter Berukoff, Chairman & President
Neither the TSX-V nor its Regulation Service Provider accepts responsibility or the adequacy or accuracy of this release
This press release may contain statements that may be deemed to be “forward-looking statements” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “proposed”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. This forward-looking information reflects Lion One Metals Limited’s current beliefs and is based on information currently available to Lion One Metals Limited and on assumptions Lion One Metals Limited believes are reasonable. These assumptions include, but are not limited to, the actual results of exploration projects being equivalent to or better than estimated results in technical reports, assessment reports, and other geological reports or prior exploration results. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance, or achievements of Lion One Metals Limited or its subsidiaries to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: the stage development of Lion One Metals Limited, general business, economic, competitive, political and social uncertainties; the actual results of current research and development or operational activities; competition; uncertainty as to patent applications and intellectual property rights; product liability and lack of insurance; delay or failure to receive board or regulatory approvals; changes in legislation, including environmental legislation, affecting mining, timing and availability of external financing on acceptable terms; not realizing on the potential benefits of technology; conclusions of economic evaluations; and lack of qualified, skilled labor or loss of key individuals. Although Lion One Metals Limited has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. Accordingly, readers should not place undue reliance on forward-looking information. Lion One Metals Limited does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Appendix 1: Full Drill Results and Collar Information
Table 1. Collar coordinates for drillholes reported in this release. Coordinates are in Fiji map grid.
Hole ID
Easting
Northing
Elevation
Azimuth
Dip
Depth
TGC-0393
1876182
3920778
98
98.3
-55.3
85.4
TGC-0394
1876181
3920780
99
42.5
-43.3
144.5
TGC-0395
1876182
3920780
99
53.4
-47.3
111.0
TGC-0397
1876181
3920779
99
52.2
-57.3
131.1
TGC-0398
1876283
3920810
121
234.5
14.2
120.3
TGC-0399
1876182
3920779
98
63.3
-67.1
146.4
TGC-0400
1876181
3920780
99
40.7
-48.7
165.5
TGC-0401
1876283
3920814
119
290.7
-29.5
83.3
TGC-0402
1876181
3920780
99
42.1
-59.4
191.3
TGC-0403
1876283
3920814
119
279.5
-40.3
150.0
TGC-0404
1876181
3920778
98
97.9
-82.2
250.3
TGC-0405
1876283
3920816
119
319.4
-32.0
121.5
TGC-0407
1876283
3920815
119
311.5
-41.7
166.6
TGC-0408
1876181
3920779
100
276.5
-79.0
5.0
TGC-0410
1876181
3920779
100
276.5
-79.0
7.8
TGC-0411
1876181
3920779
100
276.5
-79.0
11.1
TGC-0412
1876177
3920778
98
278.2
-79.9
181.9
TGC-0413
1876279
3920767
120
272.6
11.3
86.0
TGC-0415
1876178
3920779
98
339.6
-83.3
130.5
TGC-0417
1876281
3920768
121
317.0
21.0
82.9
TGC-0418
1876280
3920768
121
299.3
21.2
80.0
TGC-0420
1876182
3920772
98
186.0
-80.6
135.8
TGC-0422
1876178
3920779
98
129.0
-20.0
33.2
TGC-0425
1876279
3920767
121
282.9
20.4
80.0
Table 2. Composite intervals from drillholes reported in this news release (composite grade >3.0 g/t Au, with <1 m internal dilution at <3.0 g/t Au).
Vancouver, British Columbia–(Newsfile Corp. – May 12, 2025) – Riverside Resources Inc. (TSXV: RRI) (OTCQB: RVSDF) (FSE: 5YY) (“Riverside” or the “Company“), is excited to announce the date and steps to effect the previously announced spin-out of its subsidiary, Blue Jay Gold Corp. (“Blue Jay“), on May 22, 2025. Shareholders of Riverside as of 12:01 a.m. on such date (the “Effective Time“) will be entitled to receive one (1) new common share of Riverside (the “New Riverside Shares“) and one (1) common share of Blue Jay (the “Blue Jay Spinout Shares“) for every five (5) common shares of Riverside (“Riverside Shares“) held at the Effective Time. To receive Blue Jay Spinout Shares, investors must purchase Riverside Shares no later than the close of trading on May 21, 2025. Shareholders who purchase Riverside Shares on or after May 22, 2025, will not be entitled to participate in the share distribution. Blue Jay is expected to make an application to list its shares on the TSXV. This share reorganization follows a structure similar to Riverside’s previous transaction with Capitan Silver. In that prior case, the shares saw positive appreciation, and both Riverside and Capitan advanced their respective business strategies.
“We are excited to move forward with the planned next step in Blue Jay Gold Corp.’s growth, with the spin-out of the Blue Jay shares held by Riverside going 100% to existing shareholders, and we appreciate the continued support of our shareholders as we deliver this value directly to them,” stated John-Mark Staude, President and CEO of Riverside Resources. “This corporate action is consistent with our project generator business model, which we have successfully executed for over 18 years. It allows Riverside to maintain upside exposure through asset royalties while enabling Blue Jay to pursue its own focused growth strategy and existing shareholders to receive the benefits from the years of work the Company has put in building this Ontario asset portfolio. We believe this spin-out presents an exciting new opportunity for investors as Blue Jay moves toward becoming a publicly listed exploration company. I remain fully invested, holding shares, and am enthusiastic about the future of both Blue Jay and Riverside.”
“Blue Jay will initially remain as a private reporting company as it prepares for its public listing, offering Blue Jay and Riverside shareholders a rare early-stage position typically reserved for pre-IPO investors. This structure allows for the alignment of strategic milestones and investor visibility ahead of listing on the TSX Venture Exchange,” stated CEO of Blue Jay, Geordie Mark. “Having taken on the helm and now leading Blue Jay is a great opportunity as the portfolio is strong, team keen and we look forward to building a great Canadian gold company starting from this initial pre-listing state with the capital we have already raised and moving ahead with the Riverside shareholder base.”
For more context on the strategic rationale and shareholder benefits of the Blue Jay Gold Corp. spin-out, we invite investors to watch a recent video interview featuring Geordie Mark and Riverside Resources CEO John-Mark Staude. In the discussion, they outline the structure of the transaction, the vision for Blue Jay Gold as a standalone exploration company, and how Riverside shareholders will continue to benefit through retained royalties and equity exposure. The full video is available here: https://youtu.be/PrYeRon0cj0
Riverside and Blue Jay consider it in their respective best interests, and in the interests of their shareholders and other stakeholders, to proceed with effecting the Arrangement to enable each company to pursue their respective and distinct growth strategies as separate entities.. Blue Jay is actively engaged with the TSX Venture Exchange to complete the listing of the Blue Jay Shares in the second half of 2025, subject to meeting the TSXV’s initial listing requirements and aligning with the Company’s ongoing strategic and accretive growth initiatives.
The 14,956,693 Blue Jay Spinout Shares currently held by Riverside will be distributed to Riverside’s shareholders in connection with Riverside’s previously announced plan of arrangement under section 288 of the Business Corporation Act (British Columbia) (the “Arrangement“) The Arrangement will be effected pursuant to the arrangement agreement dated January 27, 2025 between Blue Jay and Riverside (the “Arrangement Agreement“), and approved by shareholders at the annual general and special shareholders meeting held March 31, 2025.
At the effective time of the Arrangement on May 22, 2025, each existing Riverside Share will be exchanged for one new New Riverside Share and 1/5th of a Blue Jay Spinout Share, subject to adjustment in accordance with the Arrangement Agreement. Holders of Riverside options are entitled to receive the same number of New Riverside Shares and 1/5th of that number of Blue Jay Shares. On completion of the Arrangement, Riverside shareholders and holders of Riverside options will maintain their interest in Riverside and will obtain a proportionate interest in Blue Jay. There are no share warrants in either Riverside or Blue Jay.
Following the completion of the Arrangement, Blue Jay will be a reporting issuer in Alberta, British Columbia and Ontario and will meet and comply with all of its timely and continuous disclosure requirements, as required under applicable Canadian securities laws. Blue Jay’s public disclosure documents will be made available and filed on Blue Jay’s profile on SEDAR+ at www.sedarplus.ca following the Arrangement.
Riverside will retain a 2% net smelter return (NSR) royalty on each of Blue Jay’s three properties, ensuring continued exposure to the success and upside of these assets.
How to Receive the New Riverside Shares and Blue Jay Shares
To receive the New Riverside Shares and the Blue Jay Shares to which they are entitled, registered shareholders of Riverside who hold their Riverside common shares (the “Riverside Shares“) in certificated form are required to submit a Letter of Transmittal (which is available on the Company’s SEDAR+ profile at www.sedarplus.ca to Endeavor Trust Corporation (“Endeavor“), as depositary, to exchange their Riverside Shares for certificates or direct registration system (“DRS“) statements representing the New Riverside Shares and the Blue Jay Shares to which they are entitled under the Arrangement. Registered shareholders who hold their Riverside Shares through DRS statements will automatically receive DRS statements for the New Riverside Shares and Blue Jay Shares at the registered address maintained by Endeavor and are not required to submit a Letter of Transmittal to Endeavor.
Beneficial shareholders of Riverside who hold their Riverside Shares through an intermediary, broker or other agent will automatically receive their New Riverside Shares and Blue Jay Spinout Shares to which they are entitled pursuant to the Arrangement and should contact such intermediary, broker or other agent with questions on their New Riverside Shares and Blue Jay Shares.
The Arrangement Agreement and additional details about the Arrangement are included in the Company’s management information circular dated February 18, 2025, copies of which are each available on Riverside’s SEDAR+ profile at www.sedarplus.ca and on the Company’s website at www.rivres.com.
About Blue Jay Gold Corp
Blue Jay Gold Corp. is a Canadian gold exploration company focused on high-grade discovery in Ontario’s prolific Beardmore-Geraldton and Wawa Greenstone Belts, regions known for hosting numerous past-producing and active gold mines. The Company’s flagship asset, the Pichette Project, features extensive banded iron formation (BIF) trends and high-grade historical gold intercepts, offering near-surface discovery potential. With three strategically located projects and a leadership team experienced in geology and capital markets, Blue Jay Gold is advancing a disciplined, modern exploration strategy in one of Canada’s most prospective and mining-friendly jurisdictions.
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 the availability of funds, that the Arrangement may not occur within the timelines contemplated or at all, that the listing of the Blue Jays on the TSXV is subject to the approval of the TSXV which may not be obtained on terms acceptable to Blue Jay or at all, the ability of Blue Jay to raise sufficient capital to pursue its growth strategy and meet the listing requirements of the TSXV and , 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.
We are pleased to invite you to an upcoming webinar hosted by John Tumazos Very Independent Research, featuring a presentation and Q&A with Dave Cole, President and CEO of EMX Royalty Corporation.
Mr. Cole will provide an update on the Company’s recent developments, portfolio performance, and strategic outlook, while addressing investor questions in conversation with John Tumazos.
We encourage you to register in advance and mark your calendar. This is an excellent opportunity to stay informed about EMX’s progress and plans for the remainder of 2025.
Should you have any questions ahead of the webinar, please don’t hesitate to reach out.
