Richmond Hill Resources Plc - Result of General Meeting and Withdrawal from Aquis

Richmond Hill Resources Plc - Result of General Meeting and Withdrawal from Aquis

PR Newswire

LONDON, United Kingdom, October 13

Certain information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR") as applied in the United Kingdom. Upon publication of this Announcement, this information is now considered to be in the public domain.

13 October 2025

Richmond Hill Resources Plc

("Richmond Hill" or the "Company")

Result of General Meeting

On 29 September 2025, Richmond Hill announced the publication of its Admission Document in respect of its proposed admission of its ordinary shares ("Ordinary Shares") to trading on the AIM Market ("AIM") of the London Stock Exchange ("Admission") and cancellation of the admission of its Ordinary Shares to trading on the Aquis Growth Market ("Cancellation").

General Meeting

The Company is pleased to announce that, at the General Meeting held earlier today, all resolutions were duly passed, and that the acquisition of Bulawayo CC Ventures Limited is subject only to Admission, which is expected to take place at 8.00 a.m. on 15 October 2025.

Resolution numbered 3 in the notice of General Meeting, being an ordinary resolution to be voted on by the Independent Shareholders to approve the waiver by the Takeover Panel of the obligation that would otherwise arise for the Concert Party to make a general offer for the Enlarged Group under the Rule 9 of the Takeover Code, was passed.

Share Reorganisation

As a result of the passing of the Resolutions, the Share Reorganisation will become effective as of 6.00 p.m. on 14 October 2025 ("Record Date") and accordingly each Existing Ordinary Share in the issued share capital of the Company at the Record Date be sub-divided and re-designated into one new Ordinary Share of £0.001 each and one Deferred Share of £0.005 each.

The issued share capital of the Company immediately following the Share Reorganisation is expected to comprise 104,649,639 Ordinary Shares and 104,649,639 Deferred Shares.

Placing

As announced on 29 September 2025, the Company has raised approximately £1.4 million (before expenses) through the Placing of 140,000,000 Placing Shares at 1 pence per new Ordinary Share.

Admission

The Company has applied to the London Stock Exchange for the Admission of the Enlarged Share Capital to trading on AIM. Admission is expected to become effective and dealings on AIM in the New Ordinary Shares are expected to commence at 8.00 a.m. on 15 October 2025.

The New Ordinary Shares will be traded under the TIDM "RHR" and with the ISIN GB00BNTBWF32. The figure of 586,583,158* Ordinary Shares may be used by shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

*Excludes any further new Ordinary Shares that may be issued as part of the WRAP Retail Offer announced on 8 October 2025. A further announcement will be made in due course.

Suspension

As announced on 29 September 2025, to allow the Share Reorganisation to occur, subject to the passing of the Resolutions at the GM, the Company's shares will be suspended from trading on AQSE with effect from 8.00 a.m. on 14 October 2025 prior to the withdrawal from trading on AQSE on 15 October 2025.

Board Changes

On Admission, Sheldon Model and and David Tink will join the Board.

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Company's Admission Document published on 26 September 2025 (set out below).

Richmond Hill ResourcesRyan Dolder	[e-mail]
Peterhouse Capital Limited (AQSE Corporate Adviser and Broker)	[phone]
Clear Capital Limited (Joint Broker)Bob Roberts	[phone]
Cairn Financial Advisers (Nominated Adviser subject to Admission)Ludovico Lazzaretti / James Western	Tel: [phone]

Further information on the Company can be found on its website at www.richmondhillresources.com

Definitions:

(Extracted from the Company's Admission Document)

"Act" or "Companies Act"	the Companies Act 2006 (as amended);
"Acquisition"	the acquisition by the Company of 100% of the issued share capital of the Target in accordance with the terms of the Acquisition Agreement, further details of which are set out in paragraph 12.1 of Part VII;
"Acquisition Agreement"	the sale and purchase agreement between the Seller and the Company, pursuant to which it is proposed that the Company acquires the entire issued share capital of the Target, further details of which are set out in paragraph 12.1 of Part VII;
"Admission"	admission of the Enlarged Share Capital to trading on AIM and such admission becoming effective in accordance with Rule 6 of the AIM Rules for Companies;
"AIM"	the market of that name operated by the London Stock Exchange;
"AIM Rules" or "AIM Rules for Companies"	the AIM Rules for Companies published by the London Stock Exchange from time to time;
"AIM Rules for Nominated Advisers"	the AIM Rules for Nominated Advisers published by the London Stock Exchange from time to time;
"AQSE" or "Aquis"	the Access segment of the Aquis Stock Exchange Growth Market operated by Aquis Stock Exchange Limited;
"AQSE Rules"	the rules and regulations of AQSE applicable to companies admitted to trading on the Access segment;
"Articles" or "Articles of Association"	the articles of association of the Company as amended from time to time;
"Associates"	shall in respect of Shareholders, bear the meaning ascribed to it in paragraph (c) of the de?nition of "related party" in the AIM Rules for Companies as if such Shareholder fell within paragraphs (a) and/or(b) of such de?nition;
"Audit Committee"	the audit committee of the Board as described in paragraph 19 of Part I of this document;
"Board"	the board of directors of the Company from time to time;
"Cairn"	Cairn Financial Advisers LLP, registered in England and Wales with partnership number OC351689, the Company's nominated adviser pursuant to the AIM Rules;
"Certificated" or "Certificated Form"	an Ordinary Share which is not in uncertificated form;
"Clear Capital"	Clear Capital Markets Ltd, broker to the Company, which is authorised and regulated by the FCA;
"Company" or "Richmond Hill"	Richmond Hill Resources PLC, a company incorporated in England and Wales with company number 11726624 and its registered of?ce at 78 Pall Mall, St James's, London, SW1Y 5ES;
"Competent Person" or "IOS Geosciences"	IOS Services Géoscientifiques Inc. of 1319, Boulevard Saint-Paul, Chicoutimi, Quebec, Canada G7J 3Y2;
"Concert Party"	the concert party in relation to the Company under Rule 9 of the Takeover Code comprising Ulvestone, Veandercross (UK) Limited and James Ikin;
"Consideration Shares"	the 315,000,000 new Ordinary Shares to be issued to the Seller pursuant to the Acquisition Agreement in consideration for the purchase by the Company of the Target;
"Conversion Shares"	the 18,963,351 Ordinary Shares to be issued on Admission to Gunsynd and certain other creditors in respect of the conversion of certain accrued fees and/or loans, further details of which are set out at 12.21 of Part VII;
"CPR"	the Competent Person's Report prepared by the Competent Person;
"CREST"	the computerised settlement system (as de?ned in the CREST Regulations) operated by Euroclear which facilitates the transfer of title to shares in uncerti?cated form;
"CREST Regulations"	the Uncerti?cated Securities Regulations 2001 (SI 2001/3755) including any enactment or subordinate legislation which amends or supersedes those regulations and any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force;
"Deferred Shares"	the new deferred shares of £0.005 each in the capital of the Company arising from the proposed Share Reorganisation;
"Disclosure Guidance and Transparency Rules" or "DTR"	the Disclosure Guidance and Transparency Rules made by the FCA pursuant to section 73A of the FSMA, as amended from time to time;
"Disposal"	the disposal by the Company of its interests in (i) Shinju Whiskey, LLC, and (ii) Shinju Spirits, Inc to Intergen, pursuant to the terms of the Disposal Agreement;
"Disposal Agreement"	the agreement between the Company and Intergen, pursuant to which it is proposed that the Company shall complete the Disposal;
"Directors"	Ryan Dolder and Hamish Harris;
"EBT"	Employee Benefit Trust;
"EEA"	European Economic Area;
"EC"	the European Commission;
"Enlarged Group"	the Company and its Subsidiaries;
"Enlarged Share Capital"	the entire issued share capital of the Company immediately following Admission, comprising the Existing Ordinary Shares, the New Shares and, once confirmed, the Retail Offer Shares;
"Environment Quality Act"	the Environment Quality Act (R.S.Q., c. Q-2);
"ESMA"	European Securities and Markets Authority;
"EU"	the European Union;
"Euroclear"	Euroclear UK & International Limited, a company incorporated in England & Wales with registration number 02878738, being the operator of CREST;
"Existing Ordinary Shares"	the 104,649,639 Ordinary Shares in issue at the date of this document;
"FCA"	the United Kingdom's Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA;
"Fee Shares"	the new Ordinary Shares to be issued to the Directors on Admission, further details of which are set out in paragraph 10 of Part I of this document;
"FPO"	the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001;
"FSMA"	the Financial Services and Markets Act 2000 of the UK as amended;
"Fully Diluted Enlarged Share Capital"	the Enlarged Share Capital together with the maximum number of Ordinary Shares capable of being issued upon exercise of the Options and the Warrants;
"General Meeting" or "GM"	the general meeting of the Company to be held on 13 October 2025 at which the Resolutions will be proposed;
"Group"	the Company and its Subsidiaries from time to time;
"Gunsynd"	Gunsynd PLC, a company with company number 05656604;
"HMRC"	HM Revenue & Customs;
"Independent Shareholders"	all Shareholders except Veandercross (UK) Limited;
"Initial Disposal Agreement"	the sale and purchase agreement pursuant to which the Company disposed of its interests in (i) Mazeray Corporation, and (ii) STI Signature Spirits Group LLC, details of which are set out in paragraph 12.22 of Part VII of this document;
"Intergen"	Intergen I Limited Partnership, a partnership with registered number 88-2254568 whose registered office is at 30 N Gould St, Suite N, Sheridan, WY 82801, USA;
"Intermediaries"	financial intermediaries authorised by the FCA or the Prudential Regulatory Authority in the United Kingdom;
"ISIN"	International Securities Identi?cation Number;
"Latest Practicable Date"	25 September 2025;
"Lock-in Agreements"	the individual lock-in agreements entered into between the Company and the Locked-in Shareholders, details of which are set out in paragraphs 12.8, 12.9 and 12.10 of Part VII of this document;
"Locked-In Creditors"	means the entities receiving Conversion Shares on Admission;
"Locked-In Directors"	together, the (i) Directors, and (ii) the Proposed Directors;
"Locked-In Sellers"	together, (i) Ulvestone, (ii) James Ikin, and (iii) Veandercross (UK) Limited (being the members of the Concert Party);
"Locked-In Shareholders"	together, the Locked-In Directors, the Locked-In Creditors, the Locked-In Sellers and an existing shareholder of the Company;
"London Stock Exchange"	London Stock Exchange Group plc;
"LTIP"	long-term incentive plan;
"MAR" or "Market Abuse Regulation"	the UK version of the Market Abuse Regulation (2014/596/EU) of the European Parliament and of the Council on 16 April 2014 on market abuse, as amended by The Market Abuse (Amendment) (EU Exit) Regulations 2019 (incorporating the technical standards, delegated regulations and guidance notes, published by the European Commission, London Stock Exchange, the FCA and ESMA);
"Mazeray"	Mazeray Corporation (corporation number: 32049693065), a former subsidiary of the Company;
"Mining Act"	the Quebec Mining Act as amended from time to time;
"Mining Claims"	the exclusive exploration rights held by the Target in respect of the Project, further details of which are set out in paragraph 5 of Part I of this document;
"New Articles"	the new articles of association proposed to be adopted by the Company pursuant to Resolution 9 at the General Meeting, as described in paragraph 29 of Part I and Part VIII of this document;
"New Shares"	the new Ordinary Shares to be issued at Admission, comprising the Placing Shares, the Consideration Shares, the Conversion Shares and the Fee Shares;
"Of?cial List"	the Of?cial List of the FCA;
"Options"	the 32,262,071 options over new Ordinary Shares granted to the Directors subject to Admission, further details of which are set out at paragraph 5 of Part VII of this document;
"Ordinary Shares"	means:
	• from the date of this document until completion of the Share Reorganisation, ordinary shares of £0.006 each in the capital of the Company; and
	• following completion of the Share Reorganisation and thereafter (including as at Admission), ordinary shares of £0.001 each in the capital of the Company;
"Panel"	the Panel on Takeovers and Mergers;
"Placees"	the subscribers for Placing Shares at the Placing Price pursuant to the Placing;
"Placing Agreement"	the conditional agreement dated 25 September 2025 between Cairn, Clear Capital, the Company, the Directors and the Proposed Directors relating to the Placing, further details of which are set out in paragraph 12.3 of Part VII of this document;
"Placing Price" or "Issue Price"	1p per Placing Share;
"Placing Shares"	the 140,000,000 new Ordinary Shares to be issued pursuant to the Placing;
"Placing"	the offer of the Placing Shares at the Placing Price;
"Project"	means the St Sophie project located in Quebec, Canada, further details of which are set out in paragraph 4 of Part I and Part V of this document;
"Proposals"	together, the Acquisition, the Placing, the Disposal, the Fee Shares, the Conversion Shares, the Share Reorganisation, adoption of the New Articles, and Admission;
"Proposed Directors"	Sheldon Modeland and David Tink;
"Prospectus Regulation"	the EU Prospectus Regulation (Regulation (EU) No. 2017/1129), as amended;
"Prospectus Regulation Rules"	the prospectus regulation rules made by the FCA pursuant to Part VI of FSMA (as set out in the FCA Handbook), as amended;
"Province"	the province of Quebec;
"QCA Code"	the corporate governance code for small and mid-size quoted companies published by the QCA in April 2023;
"Record Date"	6 p.m. on 14 October 2025;
"Registrar"	Neville Registrars Limited, the Company's registrar;
"Regulation S"	Regulation S as promulgated under the Securities Act;
"Regulatory Information Service"	any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements;
"Relationship Agreement"	the relationship agreement entered into between the Company, the Seller and Cairn, conditional on Admission;
"Retail Offer"	the offer of Retail Offer Shares at the Placing Price through Intermediaries, for onward distribution to retail investors in the United Kingdom, to be made using the WRAP;
"Retail Investors"	investors to whom the Retail Offer Shares are issued pursuant to the Retail Offer;
"Retail Offer Shares"	new Ordinary Shares to be issued pursuant to the Retail Offer;
"Remuneration Committee"	the remuneration committee of the Board as described in paragraph 19 of Part I of this document;
"Resolutions"	the shareholder resolutions to be proposed at the General Meeting, each a "Resolution", as described in paragraph 29 of Part I;
"Rule 9 "	Rule 9 of the Takeover Code;
"Rule 9 Waiver"	the waiver of the obligation under Rule 9 that would otherwise arise under Rule 9 in respect of the issuance of the Consideration Shares;
"Rule 9 Waiver Resolution"	Resolution 3 at the General Meeting to be voted on by Shareholders in relation to the Rule 9 Waiver;
"Securities Act"	the United States Securities Act of 1933, as amended;
"Seller"	means Ulvestone;
"Share Reorganisation"	the proposed sub-division and re-designation of the Company's Ordinary Shares proposed to be approved at the General Meeting;
"Shareholders"	the holders of Ordinary Shares from time to time;
"Shinju Spirits"	Shinju Spirits, Inc, a corporation registered in the State of Nevada, USA (registered number NV20191160871 0093572019-3), whose registered office is at 1351 U St NW, STE B Washington, DC 20009;
"Shinju Whiskey"	Shinju Whiskey, LLC, a corporation registered in the State of Florida, USA (registered number P17000001539), whose registered office is at 145 SW 13th Street, Miami, Florida, 33130;
"STI Spirits"	STI Signature Spirits Group, LLC (corporation number: 4348134), a former subsidiary of the Company;
"Subsidiaries" "Subsidiary" or "subsidiary undertaking"	the direct subsidiary undertaking of the Company, as listed in paragraph 3.3 of Part VII of this document and, to the extent applicable, one or more of the subsidiaries listed in paragraph 3.2 of Part VII of this document;
"Takeover Code"	the City Code on Takeovers and Mergers issued and amended by the Panel;
"Target" or "Bulawayo"	Bulawayo CC Ventures Ltd, a company incorporated in the Province of British Columbia, Canada, with incorporation number BC1535564;
"TIDM"	Tradable Instrument Display Mnemonic;
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland, its territories and dependencies;
"UK Prospectus Regulation"	Regulation (EU) no. 2017/1129 as it forms part of retained direct EU legislation as de?ned in the European Union (Withdrawal) Act 2018, as amended;
"Ulvestone"	Ulvestone Ltd, a company incorporated in the Territory of the British Virgin Islands with company number 2179010;
"uncerti?cated" or "in uncerti?cated form"	recorded on the relevant register of the share or security concerned as being held in uncerti?cated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;
"US" or "United States"	the United States of America, its territories and possessions, any state of the United States of America and the district of Columbia and all other areas subject to its jurisdiction;
"US Persons"	bears the meaning ascribed to such term by Regulation S promulgated under the Securities Act;
"Veandercross"	means Veandercross (UK) Limited, a company incorporated in England and Wales with company number 09214220;
"Warrants"	the various warrants to subscribe for new Ordinary Shares pursuant to the Warrant Instrument, further details of which are set out in paragraph 5.4 of Part VII of this document;
"Warrant Instrument"	the individual warrant instrument creating warrants to subscribe (on the basis of one Ordinary Share for each Warrant) for certain new Ordinary Shares at the Placing Price, further details of which are set out in paragraph 12.6 and 12.7 of Part VII of this document;
"Winterflood Securities" or "Winterflood"	Winterflood Securities Limited (registered address at Riverbank House, 2 Swan Lane, London EC4R 3GA; FRN 141455);
"WRAP"	Winterflood Retail Access Platform; a proprietary technology platform owned and operated by Winterflood Securities; and
"WRAP Offerees"	the Intermediaries' clients, from whom the Intermediaries may determine to accept applications in the Retail Offer, in each case resident in the United Kingdom.

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