Richland Resources Ltd Interim Results for half-year ended 30 June 2020 (4813A)

Share Name	Share Symbol	Market	Type	Share ISIN	Share Description
Richland Resources Ltd	LSE:RLD	London	Ordinary Share	BMG7567C1304	COM SHS USD0.003 (DI)

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.00	0.00%	2.625	2.50	2.75				0.00	01:00:00

Industry Sector	Turnover	Profit	EPS - Basic	PE Ratio	Market Cap
	0	0		N/A	0

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RNS Number : 4813A

Richland Resources Ltd

29 September 2020

Richland Resources Ltd

("Richland" or the "Company")

Interim Results for the half-year ended 30 June 2020 (unaudited)

Richland (AIM: RLD) is pleased to announce its unaudited interim results for the six month period to 30 June 2020.

Richland became an AIM Rule 15 Cash Shell on 31 December 2019 and the Company's common shares were suspended from trading on AIM on 1 July 2020 pursuant to AIM Rule 40 pending the completion of a reverse takeover under AIM Rule 14 (including seeking re-admission under the AIM Rules for Companies). As announced on 27 July 2020, the Company has entered into a conditional share purchase agreement to acquire a 51% interest in four gold exploration projects in North and South Carolina in the United States.

Highlights :

Results :

-- Loss of US$0.21 million for the six month period ended 30 June 2020 (H1 2019: US$0.39 million)

   --    As at 30 June 2020:

o US$0.1 million of cash and cash equivalents

o US$0.51 million of total assets

Fundraisings :

-- On 13 January 2020, the Company announced that it had raised approximately GBP150,000 (before expenses) through the issue of, in aggregate, 150,000,000 new common shares of US$0.0003 each in the capital of the Company (" Common Shares ") at a price of 0.10 pence per share

-- On 12 March 2020, the Company announced that it had raised approximately a further GBP100,000 (before expenses) through a placing of 83,333,333 Common Shares at a price of 0.12 pence per share

Post Period End :

-- On 1 July 2020, the Company announced that it was in late-stage discussions with respect to a potential reverse takeover transaction involving the acquisition of majority interests in, and operatorship of, four gold exploration projects in North and South Carolina in the United States located within the wider Carolina Super Terrane (formerly, the 'Carolina Slate Belt') and the suspension of trading in the Company's Common Shares on AIM pending the completion of such acquisition or an alternative acquisition(s) which constitutes a reverse takeover under Rule 14 of the AIM Rules for Companies ("AIM Rule 14") or seeking re-admission as an investing company pursuant to AIM Rule 8

-- On 27 July 2020, the Company announced, that it had entered into a binding share purchase agreement (" SPA ") with the existing shareholders of Global Asset Resources Ltd (" GAR ") for the conditional acquisition of GAR, which, via its wholly owned subsidiary, Global Asset Resources Holdings, Inc., holds a 51 per cent. interest in and operatorship of four gold exploration projects in North and South Carolina in the United States (the " Proposed Transaction ") and that the Proposed Transaction constituted a reverse takeover transaction pursuant to AIM Rule 14

-- The Board intends to fund the initial cash consideration in respect of the Proposed Transaction and the enlarged group's planned initial two year work programme and requisite working capital requirements via the issue of new equity by way of a proposed private placing to be conducted in the short term in connection with the Proposed Transaction (the "Proposed Placing")

-- Director, Former Directors and Management's fee deferrals and proposed fee conversions : Mr Nealon, the former-directors, Mr Brooke and Mr Sibley, and certain other members of senior management have agreed to: i) defer payment of certain fees due to them as at 30 June 2020 of US$182,000 until the earlier of completion of the Proposed Placing and 30 November 2020; and ii) to convert US$106,000 of the accrued fees due to them as at 30 June 2020 into new common shares in the capital of Company (subject to the Company being in an open period) (the "Proposed Fee Conversions"). Accordingly, all outstanding fees due to the Company's current Directors, former Directors and senior management up to 30 June 2020 are expected to be settled in full in due course.

-- US$100,000 Working Capital Facility : Mr Nealon, the Chairman of the Company, has agreed to provide the Company with a three month short-term, unsecured and interest free working capital facility of US$100,000 via his company, Almaretta Pty Limited (the "Working Capital Facility") from today's date. Whilst there is no commitment so to do, it is currently likely that drawdowns of the Working Capital Facility will be repaid via the issue of new common shares in the capital of the Company (subject to the Company being in an open period). Mr Nealon's provision of the Working Capital Facility constitutes a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. Accordingly, the independent directors, being Ms Melissa Sturges and Mr Bernard Olivier, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, consider the terms of Mr Nealon's provision of the Working Capital Facility to be fair and reasonable insofar as the Company's shareholders are concerned.

For further information, please contact :

 
 Bernard Olivier            Edward Nealon              Mike Allardice 
  Chief Executive Officer    Chairman                   Group Company Secretary 
  +27 76 254 2506            +61 409 969 955            +852 91 864 854 
 Nominated Adviser          Broker 
  Strand Hanson Limited      P eterhouse Capital 
  James Harris               Limited 
  Matthew Chandler           D uncan Vasey / Lucy 
  James Bellman              Williams (Broking) 
  +44 (0) 20 7409 3494       E ran Zucker (Corporate 
                             Finance) 
                             +44 (0) 20 7 46 9 0930

The 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.

Note to Editors :

Further information is available on the Company's website at: www.richlandresourcesltd.com . Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

CHAIRMAN'S STATEMENT

Dear Fellow Shareholder

On behalf of the Board, I am pleased to present the Group's unaudited results for the six months to 30 June 2020.

On 2 January 2020 , the Company announced the completion on 31 December 2019 ( the "Completion Date") of the sale of its wholly owned subsidiary Richland Corporate Ltd, the holder of the Capricorn Sapphire Project (and the Company's loans to Richland Corporate Ltd) to Fura Gems Inc. and that pursuant to the successful completion of such disposal, the Company had become an AIM Rule 15 cash shell. As such, the Company was required to make an acquisition, or acquisitions, which constitutes a reverse takeover under AIM Rule 14 (including seeking re-admission under the AIM Rules for Companies) within six months from the Completion Date or alternatively seek to become an investing company pursuant to AIM Rule 8, which would require, inter alia, the raising of at least GBP6 million and publication of an admission document (either being a "Re-admission Transaction"), The Company's common shares were suspended from trading on AIM on 1 July 2020 pursuant to AIM Rule 40 pending the completion of a reverse takeover under AIM Rule 14 (including seeking re-admission under the AIM Rules for Companies) . If a Re-admission Transaction is not completed by 31 December 2020 admission to trading on AIM of the Company's common shares would be cancelled.

Identification of a suitable reverse takeover transaction : The Company's focus during the reporting period was therefore on identifying a suitable takeover transaction in the mining sector. Post the period end, on 27 July 2020, the Company announced that it had entered into the aforementioned SPA in relation to the Proposed Transaction with the existing shareholders of GAR in respect of the conditional acquisition of GAR, which, via its wholly owned subsidiary, Global Asset Resources Holdings, Inc., holds a 51 per cent. interest in and operatorship of four gold exploration projects in North and South Carolina in the United States. The Company will also have the right to earn up to a 80 per cent. interest in the projects through project related expenditure.

Fundraisings during the period : To provide the Company with working capital to satisfy certain of the due diligence costs arising in respect of the identification, evaluation and pursuit of a reverse takeover transaction and to fund ongoing corporate costs and working capital requirements, the Company, on 13 January 2020, raised approximately GBP150,000 (before expenses) and, on 12 March 2020, raised approximately a further GBP100,000 (before expenses) through equity fundraisings via the Company's broker.

Details of the Proposed Transaction : The requisite due diligence exercise in relation to the Proposed Transaction was progressed by the Company and its professional advisers during the period. Although only announced recently, post the period end, as completion of the Proposed Transaction is key to the Company's future, I have summarised below its key elements, with the full details being available in the Company's announcement of 27 July 2020.

Key terms of the Proposed Transaction :

Proposed acquisition of GAR, which via its wholly owned US subsidiary, holds a 51% interest in four gold exploration projects in North and South Carolina, being :

o the Jones-Keystone Loflin Project;

o the Carolina Belle Project;

o the Jennings-Pioneer Project; and

o the Argo Project,

(together, the " GAR Projects ").

The balancing 49% interest in the GAR Projects is held by GAR's joint venture partner, Uwharrie Resources Inc. (" URI ").

Initial Consideration : an aggregate payment on completion to the sellers and URI of AU$60,000 (approximately US$42,500; GBP33,250) in cash and AU$1.04m (approximately US$737,500; GBP576,750) in new Common Shares to be issued at the price of the associated placing (which remains to be determined). In addition, Richland was required to make a non-refundable cash payment to GAR of US$29,340 on 31 July 2020 and a further non-refundable payment of US$22,818 on 30 September 2020.

Deferred Consideration : potential further future payments to be made to the sellers and URI, in cash or new Common Shares at Richland's sole discretion, of, in aggregate, AU$1.5m (the " Tranche 1 Deferred Consideration ") and AU$3m (the " Tranche 2 Deferred Consideration "), subject to the achievement of certain material, value-generative performance milestones, or the occurrence of certain vesting events within five years of completion of the Proposed Transaction. Subject to an earlier occurrence of a vesting event (as set out and defined in the Company's announcement of 27 July 2020), the Tranche 1 Deferred Consideration will fall due upon confirmation of a prescribed minimum estimated level of JORC 2012 Compliant Resources for any of the GAR Projects whilst the Tranche 2 Deferred Consideration will fall due on completion of a pre-feasibility study confirming a pre-tax NPV of more than US$50m in respect of any of the GAR Projects (with the Tranche 1 Deferred Consideration also falling due upon the achievement of such performance milestone if not previously triggered/paid).

Accounting treatment of costs incurred in relation to the Proposed Transaction : All costs incurred in the period to 30 June 2020 with respect to the Proposed Transaction and the Proposed Placing have been capitalised on the Company's balance sheet under "Prepayments". Were the Proposed Transaction and Proposed Placing not to complete, for whatever reason, such prepaid costs would be required to be charged to the Income Statement at that time.

Consequences of not completing the Proposed Transaction : In the event that the Company does not successfully complete the Proposed Transaction or an alternative Re-admission Transaction by 31 December 2020, trading in the Company's common shares on AIM would be cancelled.

Director & Management Fee deferral and proposed fee conversion : Myself, the former-directors, Mr. Brooke and Mr. Sibley and certain other members of senior management have agreed to i) defer payment of the fees due to them as at 30 June 2020 of US$182,000 until the earlier of the Proposed Placing and 30 November 2020 and ii) to convert US$106,000 of the accrued fees due to them as at 30 June 2020 into common shares in the Company (subject to the Company being in an open period).

$100,000 Working Capital Facility: Almaretta Pty Limited a company controlled by my family has agreed to provide the Company with a three month short-term,unsecured and interest free working capital facility of US$100,000. Whilst there is no commitment so to do, it is currently likely that drawdowns of the Working Capital Facility will be repaid via the issue of new common shares in the capital of the Company (subject to the Company being in an open period).

The post balance sheet proposed conversion of fees by the Directors and certain other members of the senior management team and my Company's provision of the $100,000 Working Capital Facility serve, I trust, to demonstrate our continued commitment to the Company and focus on completing the Proposed Transaction and Proposed Placing as soon as practicable.

Outlook : The Company is currently focused on completing the due diligence exercise, and various technical, legal and accounting workstreams in respect of the Proposed Transaction which will culminate in the publication of an Admission Document and formal notice of a shareholder meeting to, inter alia, approve the Proposed Transaction. Concurrently, the Company is undertaking the proposed placing announced on 27 July 2020 to fund the initial cash consideration and the enlarged group's planned initial two year work programme with Peterhouse Capital Limited, the Company's Broker, acting as bookrunner. The Board currently anticipates that it will be in a position to publish the Admission Document and a formal notice of Annual General Meeting, in the coming weeks.

Lastly, but not least, on behalf of the Board I wish once again to express our appreciation for the support and patience of the Company's various stakeholders during this period of transition.

Mr Edward Nealon

Non-Executive Chairman

29 September 2020

Interim Financial Statements

Richland Resources Ltd

Condensed Consolidated Statement of Profit and Loss

For the Half Year ended 30 June 2020

(Unaudited)

 
                                                       Unaudited    Unaudited 
                                              Notes   Six months   Six months 
                                                        ended 30     ended 30 
                                                       June 2020    June 2019 
                                                           $'000        $'000 
                                                     -----------  ----------- 
 CONTINUING OPERATIONS 
 
 Operating (expenses)/income                    3          (212)           93 
                                                     -----------  ----------- 
 Operating (loss)/income                                   (212)           93 
 Finance cost                                   4              -        (310) 
                                                     -----------  ----------- 
 Loss before income tax                                    (212)        (217) 
 Income tax credit/(charge)                                    -            - 
                                                     -----------  ----------- 
 Loss after income tax from continuing 
  operations                                               (212)        (217) 
 
 DISCONTINUED OPERATIONS 
 Loss for the period from discontinued 
  operations                                                   -        (177) 
                                                     -----------  ----------- 
 
   Loss for the period                                     (212)        (394) 
                                                     -----------  ----------- 
 
                                                           (212)        (394) 
                                                     -----------  ----------- 
 - Continuing operations                                   (212)        (217) 
 - Discontinued operations                                     -        (177) 
                                                     -----------  ----------- 
 
 Basic and diluted EPS from continuing 
  operations (cents per share)                  5         (0.02)       (0.04) 
 Basic and diluted EPS from discontinued 
  operations (cents per share)                  5              -       (0.03) 
 Basic and diluted EPS from all operations 
  (cents per share)                             5         (0.02)       (0.07)