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IronRidge Resources: Proposed Gold Demerger & Change of Name

The Board of IronRidge Resources Limited (AIM: IRR, “IronRidge”, “IRR”, or the “Company”) is pleased to advise that this year’s Annual General Meeting (“AGM”) is to be held at the offices of the Company at Level 33, Australia Square, 264 George Street, Sydney NSW 2000 on Thursday, 18 November 2021 at 11:00am (Sydney time, Australia).

The AGM materials will be despatched to shareholders today. A copy of the AGM materials can be viewed via the following links:

Notice of Meeting & Explanatory Memorandum: http://www.rns-pdf.londonstockexchange.com/rns/2159Q_1-2021-10-26.pdf

Short Form Prospectus: http://www.rns-pdf.londonstockexchange.com/rns/2159Q_2-2021-10-26.pdf

A copy of the AGM materials can also be obtained via the Company’s website (https://www.ironridgeresources.com.au/agm-notice/).

Ahead of this year’s AGM, Vincent Mascolo, Chief Executive Officer of IronRidge, said:

“The last 12 months has been the strongest performing period on record in the Company’s history and the upcoming AGM will set a new marker as the Company proposes to reposition its assets to deliver shareholders a far more attractive investment into two newly branded companies, with a strategic focus on either gold or lithium: Ricca Resources Limited and the Company (proposed to be re-named Atlantic Lithium Limited), respectively.

“The proposed demerger of IronRidge’s gold assets follows on from IronRidge’s July statement regarding the Company’s agreement with Piedmont Lithium Inc. (“Piedmont”), a Nasdaq listed lithium exploration and development company, to fully fund and fast track the Ewoyaa Lithium Project (“Ewoyaa” or “the Project”), part of the Company’s Ghanaian Cape Coast Lithium Portfolio, to production.

“The Company would like to thank all shareholders for their loyal support over what has been an extremely busy and rewarding period and looks forward to their support in the period ahead.”

 Highlights for the Proposed Gold Demerger:

·    The proposed demerger of the Company’s gold assets is subject to shareholder approval as outlined in Resolution 1 in the Notice of Meeting materials and in summary;

·    The Directors believe that current market conditions suggest that:

o  IRR is currently undervalued on its lithium portfolio only; and

o  IRR is receiving little to no value for its extensive gold portfolios.

·    The proposed demerger is designed to unlock shareholder value across both the Company’s gold and lithium portfolios.

·    The proposed demerger is part of the growth strategy for IronRidge, and today’s news represents a truly unique opportunity for shareholders to benefit from potential upside in two distinct and diversified companies at an opportune time for gold and lithium, respectively.

·    The proposed new gold company will be called Ricca Resources Limited (“Ricca”) and will remain unlisted at this stage.

·    Subject to satisfaction of the demerger conditions (as set out in the Notice of Meeting and Explanatory Memorandum) Ricca is to receive an initial cash subscription of A$7m as part of the agreement for the transfer of the gold assets from the Company to Ricca.

·    Subject to satisfaction of the demerger conditions Eligible IRR shareholders will receive an in-specie distribution of 1 Ricca Share for every 8 IRR Shares held at the In-specie Distribution Record Date (which is currently scheduled to be 23 November 2021).

·    Subject to satisfaction of the demerger conditions Eligible IRR shareholders will also receive a priority offer to participate in a pro rata rights issue (“The Rights Issue”) by Ricca to raise a further A$7.1m at A$0.10 cents per Ricca share, with entitlements being determined on the Rights Issue Record Date (currently scheduled to be 23 November 2021).

·    Post the proposed demerger and assuming full subscription under the proposed Rights Issue, Ricca will have a closing cash balance of A$14.1m before costs with an issued capital of 143,436,062 Shares (“Ricca Shares”).

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