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Riverside Resources to Spin Out Blue Jay Gold Corp., Unlocking Ontario Gold Projects

Jan 28, 2025


Riverside Resources Inc. has announced a definitive agreement to spin out its Ontario gold projects—Pichette, Oakes, and Duc—into a new public company, Blue Jay Gold Corp., through a share capital reorganization under a statutory plan of arrangement. The spin-out will provide Riverside shareholders with direct ownership in Blue Jay Gold while maintaining their stake in Riverside.

Shareholder Benefits and Strategic Rationale

“This spin-out marks an exciting milestone for Riverside,” said John-Mark Staude, Founder and CEO of Riverside. “By distributing Blue Jay’s shares to our shareholders, we are offering them the chance to participate directly in the growth of high-potential Ontario gold assets, while Riverside retains a 2% uncapped Net Smelter Return (NSR) royalty on each property.”

Riverside anticipates that the spin-out will unlock significant shareholder value by enabling the capital markets to independently ascribe value to the Ontario Gold Projects. Additionally, Blue Jay’s structure as an independent entity will accelerate development efforts for the Ontario portfolio, supported by a $4 million private placement.

Transaction Details

Under the arrangement, each Riverside shareholder will receive:

• One new common share of Riverside for every existing share held.

• 1/5 of a Blue Jay Gold share for every Riverside share held.

Riverside shareholders will retain their full ownership in the company, alongside their proportional interest in Blue Jay. Holders of Riverside options will also receive equivalent new shares and Blue Jay shares.

The spin-out mirrors Riverside’s previous success with the creation and listing of Capitan Silver Corp., where shareholders gained shares in the new company while retaining their Riverside shares.

Approvals and Timeline

The arrangement requires:

• Approval by at least 66 2/3% of Riverside shareholders at a meeting scheduled for March 31, 2025.

• Approval from the Supreme Court of British Columbia.

• TSX Venture Exchange approval for both the arrangement and the listing of Blue Jay Gold shares.

• Completion of a $4 million private placement by Blue Jay.

Riverside expects the transaction to close in the first half of 2025.

Leadership and Vision

Dr. Geordie Mark, a seasoned exploration expert, will serve as CEO of Blue Jay Gold. “Ontario’s rich mining history and supportive environment offer a tremendous foundation for discovery and growth,” said Mark. “Blue Jay Gold is poised to deliver exceptional results and shareholder value as we advance these gold assets.”

Blue Jay’s management team will include:

• Geordie Mark – Chief Executive Officer.

• Robert Scott – Chief Financial Officer.

• Freeman Smith – Vice-President, Exploration.

The board of directors will feature John-Mark Staude as Chairman, Geordie Mark, and additional appointees as required.

Ontario Gold Projects Overview

The Pichette, Oakes, and Duc projects are located in Ontario, one of the world’s most prolific mining jurisdictions. The projects are strategically positioned to benefit from the province’s robust mining infrastructure and established industry support.

These properties host high-grade gold potential in an area with a history of significant discoveries. The spin-out will allow Blue Jay Gold to focus exclusively on advancing these assets through exploration and development.

A Continued Commitment to Shareholder Value

“This transaction highlights our commitment to creating shareholder value through strategic initiatives,” added Staude. “Blue Jay Gold will provide new opportunities for our investors while allowing Riverside to continue generating and developing high-quality assets in Canada, Mexico, and beyond.”

With the planned spin-out, Riverside aims to replicate its proven track record of successful project generation and partnerships, leveraging its 17 years of experience in exploration and development.

Next Steps

Riverside will mail an information circular to shareholders in February 2025, outlining the arrangement’s full details. Pending approvals, Blue Jay Gold is expected to begin trading on the TSX Venture Exchange shortly after the transaction closes.

By Kevin Vincent, Senior Contributing Editor to Mining Life Online and Mining Life & Exploration News



Tags: Northern Ontario / Deals & Financial / Gold / All Articles