Schedule One update - Richmond Hill Resources plc
2nd Oct 2025 08:00
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") | |||||||||
COMPANY NAME: | |||||||||
Richmond Hill Resources PLC ("Richmond Hill" or the "Company")
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES): | |||||||||
78 Pall Mall, St James's, London, SW1Y 5ES
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COUNTRY OF INCORPORATION: | |||||||||
England & Wales
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: | |||||||||
https://www.richmondhillresources.com/
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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: | |||||||||
The Company entered into an agreement with Ulvestone Limited ("Ulvestone") to acquire the entire issued share capital of Bulawayo CC Ventures Limited ("Bulawayo") for a consideration of £3,300,000 to be satisfied through the issue of 315,000,000 Ordinary Shares and £150,000 in cash.
Bulawayo is the owner of the Saint-Sophie project (the "Project") consisting of 145 map designated mineral exploration titles covering a total surface area of approximately 87 km2 located in the Centre-du-Québec region, approximately 165 km east of Montreal and 80 km southwest of Quebec City in Canada, within a region known for copper mineralisation.
On Admission, Richmond Hill (through Bulawayo) will hold 145 map designated mineral exploration titles covering the Centre-du-Québec region. The region lies within the Appalachian mountain belt, featuring Cambro-Ordovician sedimentary and volcanic rocks (Humber Zone) known to host copper mineralisation. The claims to the titles were acquired by several individuals and companies through map designation and are currently owned by Bulawayo. There is a 1% Net Smelter Return (NSR) on all mineral production from the Project owed to 1426706 BC Ltd.
From Admission, the Company's strategy is the development of the Project. The Company believes the Project area is anomalous in copper. The copper occurrences located on the Sainte-Sophie property have not yet been explored with modern technologies and work to date has been mostly limited to trenching and soil surveys. Drilling is sparse and has not reached beyond 61 metres in depth. The Sainte-Sophie property remains an interesting area for copper and other commodities such as silver and molybdenum. Furthermore, the Company may invest in and/or acquire further complementary mineral targets and resources.
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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): | |||||||||
Number of ordinary shares on Admission: 586,583,158 ordinary shares of £0.001 each in the capital of the Company ("Ordinary Shares")*
Issue Price per Ordinary Share: 1p
Each Ordinary Share carries one vote and the right to dividends.
There are no restrictions as to the transfer of the Ordinary Shares.
No Ordinary Shares will be held as treasury shares on Admission.
*based on the placing of £1.4 million and excluding the WRAP Retail Offer
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CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: | |||||||||
Capital to be raised on Admission: approximately £1.4 million (before expenses) via a placing.
Separately, an additional fundraise will be completed via a WRAP Retail Offer.
Anticipated market capitalisation on Admission: approximately £5.9 million (excluding the WRAP Retail Offer)
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: | |||||||||
Approximately 59%*
*based on a placing of £1.4 million and excluding the WRAP Retail Offer
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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: | |||||||||
The Company is currently admitted to trading on the Access Segment of the Aquis Stock Exchange AQSE Growth Market
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THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N) | |||||||||
N
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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): | |||||||||
Current Directors: Hamish Hamlyn Harris - Non-executive Chairman, to be reappointed as Chief Executive Officer Ryan Thomas Dolder - Chief Executive Officer, to be reappointed as Non-Executive Director
Proposed Directors to be appointed on Admission: David Tink - Non-Executive Chairman Sheldon James Modeland - Non-Executive Director
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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): | |||||||||
1 held through Veandercross (UK) Limited ("Veandercross") 2 315,000,000 held by Ulvestone and 467,509 held by Veandercross 3 held through James Brearley Crest Nominees Limited *based on the placing of £1.4 million and excluding the WRAP Retail Offer
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: | |||||||||
N/A
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(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) 30 September
(ii) Unaudited interim results to 31 March 2025
(iii) 31 March 2026, 30 June 2026, 31 March 2027
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EXPECTED ADMISSION DATE: | |||||||||
15 October 2025
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NAME AND ADDRESS OF NOMINATED ADVISER: | |||||||||
Cairn Financial Advisers LLP 9th Floor, 107 Cheapside, London, EC2V 6DN United Kingdom
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NAME AND ADDRESS OF BROKER: | |||||||||
Clear Capital Markets Limited 6th Floor, Wilson's Corner 23-25 Wilson Street London EC2M 2DD
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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: | |||||||||
A copy of the Admission Document contains full details about the applicant and the admission of its securities, and will is available from the Company's website at: https://www.richmondhillresources.com/.
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THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY | |||||||||
QCA Corporate Governance Code
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DATE OF NOTIFICATION: | |||||||||
2 October 2025
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NEW/ UPDATE: | |||||||||
Update
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