Notice of AGM - Proposed Demerger and Name Change

RNS Number : 2159Q

IronRidge Resources Limited

26 October 2021

 

26 October 2021

IronRidge Resources Limited

Notice of AGM

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/ ).

The attached Notice of Meeting and Short Form Prospectus are important and should be read in their entirety before deciding how to vote at the AGM. If you are in doubt as to the contents of these documents, you should consult your broker, solicitor, professional adviser, banker or accountant without delay.

Terms used but not defined in this announcement have the same meaning as set out in section 13 of the Notice of AGM and Explanatory Memorandum.

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").

· The Company will not retain any interest in Ricca following the proposed transaction.

· Canaccord Genuity (Australia) Limited has agreed to act as Lead Manager for the Ricca Rights Issue. The Company is also seeking to secure underwriter(s) for The Rights Issue and will keep investors and shareholders up to date in this regard.

· Post the proposed demerger IronRidge will maintain a strong cash position of c.US$22m.

· The proposed indicative demerger timetable is set out below:

Action	Date
Annual General Meeting to approve the CapitalReductionandIn-specieDistribution	18November2021
Announcement of Shareholder approval for theIn-specieDistribution(ifobtained)	18November2021
CapitalReductionEffectiveDate	19 November 2021
Ex-DividendDate	22 November2021
In-specieDistributionRecordDate	23November2021
CompletionofIn-specieDistribution	18 January 2022

Note: The dates shown in the table above are indicative only and may be changed at the discretion of the Directors, subject to the Corporations Act, the AIM Rules, and other applicable laws. Details of the new times and dates will be notified to Shareholders by announcement through a Regulatory Information Service.

Highlights for the Proposed Name Change to Atlantic Lithium Limited:

· The proposed name change of the Company to Atlantic Lithium Limited is subject to shareholder approval as outlined in the Special Resolution 7 in the NoM materials.

· The name change is timely and in line with the Company's core focus and strategy to fast-track development of its industry standout Ewoyaa Lithium Project in Ghana.

· Our new brand will be the future of the Company as we reposition ourselves on the eve of the electric vehicle and stored energy revolution. 

· The name Atlantic Lithium speaks to the notion of asset location and main markets the company ultimately expects to service with high grade lithium concentrate.

· The AIM trading symbol (or "TIDM") will change from "IRR" to "ALL" to reflect this name change.

Resolutions to be put to shareholders at the AGM are as follows:

Resolution 1	Reduction of Capital and In-specie Distribution That, pursuant to and for the purposes of sections 256B and 256C of the Corporations Act and for all other purposes, the following reduction in the share capital of the Company be approved as follows:     (a)  the capital of the Company be reduced on the terms set out in the Explanatory Memorandum (Capital Reduction), without cancelling any Shares, by an amount equal to the book value (as assessed by the Directors of the Company) of the fully paid ordinary shares in the capital of Ricca Resources Limited ACN 617 729 521 (Ricca) set by the Directors to determine entitlements to the distribution referred to in paragraph (b) of this Resolution; and (b)  the Capital Reduction, be satisfied by the in-specie distribution (In-specie Distribution) of 100% of the fully paid ordinary shares the Company owns in Ricca (Ricca Shares) to Shareholders of the Company on a 1 for 8 basis to shareholders in eligible countries.
Resolution 2	Election of Christelle van der Merwe as a Director That, Christelle van der Merwe, having been appointed as a director on 30 November 2020, under Article 38.1 of the Company's Constitution, offers herself for election as required under Article 38.2 of the Company's Constitution and, being eligible, be elected as a Director of the Company.
Resolution 3	Re-election of Neil Herbert as a Director That in accordance with Article 40.1(c) of the Company's Constitution, Neil Herbert, who retires by rotation in accordance with the Company's Constitution and, being eligible and offering himself for re-election, be re-elected as a Director of the Company.
Resolution 4	Re-election of Geoffrey Stuart Crow as a Director That in accordance with Article 40.1(c) of the Company's Constitution, Geoffrey Stuart Crow, who retires by rotation in accordance with the Company's Constitution and, being eligible and offering himself for re-election, be re-elected as a Director of the Company.
Resolution 5	Authority to issue shares for Cash That, the Directors be authorised pursuant to Rule 6.3 of the Company's Constitution to allot and issue Equity Securities for cash as if Rule 6.1 did not apply to any such allotment provided that this authority shall be limited to the allotment and issue of up to a maximum of 15% of the issued share capital of the Company as at the date of the Meeting. Such authority to be valid from the date of approval until the date of the Company's next Annual General Meeting.
Resolution 6	Authority to Issue Shares for Non-Cash Consideration Purposes That, the Directors be authorised pursuant to Rule 6.2(a) of the Company's Constitution to allot and issue Equity Securities up to a maximum of 15% of the issued share capital of the Company as at the date of the Meeting, to be used for non-cash consideration purposes. Such authority to be valid from the date of approval until the date of the Company's next Annual General Meeting.
Resolution 7	Change Name to Atlantic Lithium Limited That, for the purposes of section 157(1)(a) of the Corporations Act and for all other purposes, Shareholders approve, as a special resolution, a change of name of the Company from "IronRidge Resources Limited" to "Atlantic Lithium Limited".

For any further information, please contact:

IronRidge Resources Limited Vincent Mascolo (Chief Executive Officer) Amanda Harsas (Company Secretary) www.ironridgeresources.com.au	Tel:  [phone]
SP Angel Corporate Finance LLP Nominated Adviser Jeff Keating Charlie Bouverat	Tel: [phone]
Canaccord Genuity Limited Joint Company Broker Raj Khatri James Asensio Harry Rees	Tel: [phone]
Liberum Capital Limited Joint Company Broker Scott Matheson Edward Thomas Kane Collings	Tel: [phone]
SI Capital Limited Joint Company Broker Nick Emerson Jon Levinson	Tel: [phone] Tel: [phone]
Yellow Jersey PR Limited Henry Wilkinson Dominic Barretto Matthew McHale	Tel: [phone]

Notes to Editors:

About IronRidge

www.ironridgeresources.com.au

IronRidge Resources is an AIM-listed, Africa focused minerals exploration company with a significant lithium pegmatite discovery in Ghana, extensive gold portfolios in Côte d'Ivoire and a potential new gold province discovery in Chad.  As announced on 1 June 2021, IronRidge intends to demerge its suite of gold assets into a separate listed entity. As announced on 31 August 2021, Piedmont Lithium to fully fund the Ewoyaa lithium project in Ghana.

Ghana

The Cape Coast Lithium portfolio covers some 684km² and includes the newly discovered Ewoyaa Lithium Project with a maiden Mineral Resource estimate of 14.5Mt at 1.31% Li₂O in the inferred and indicated category including 4.5Mt at 1.39% Li₂O in the indicated category (reported in accordance with the JORC Code). The Company entered into earn-in arrangements with Obotan Minerals Limited, Merlink Resources Limited, Barari Developments Limited and Joy Transporters Limited of Ghana, West Africa, securing the first access rights to acquire the historical Egyasimanku Hill spodumene rich lithium deposit, estimated to be in the order of 1.48Mt at 1.67% Li₂O and surrounding tenements. The tenure package is also prospective for tin, tantalum, niobium, caesium and gold, which occur as accessory minerals within the pegmatites and host formations.

Côte d'Ivoire

The Company entered into conditional earn-in arrangements in Côte d'Ivoire, West Africa; securing access rights to highly prospective gold mineralised structures and pegmatite occurrences covering a combined 3,982km2 and 774km2 area respectively. The projects are well located within access of an extensive bitumen road network and along strike from multi-million-ounce gold projects and mines. The Company's most advanced project is the Zaranou gold project which includes high-grade gold drilling intersections along 8km strike including 6m at 6.44g/t gold from 132m, 6m at 15.11g/t gold from 26m, 4m at 5.16g/t gold from 110m and 22m at 3.39g/t gold from 8m within a broader 47km long gold anomalous structure.

Chad

The Company's Tekton Minerals Pte Ltd of Singapore holds an extensive portfolio covering 746km² of highly prospective gold and other mineral projects in Chad, Central Africa. IronRidge acquired 100% of Tekton including its projects and team to advance the Dorothe, Echbara, Am Ouchar, Nabagay and Kalaka licenses, which host multiple, large scale gold projects. Trenching results at Dorothe, including 84m at 1.66g/t Au (including 6m at 5.49g/t & 8m at 6.23g/t), 4m at 18.77g/t Au (including 2m at 36.2g/t), 32m at 2.02g/t Au (including 18m at 3.22g/t), 24m at 2.53g/t Au (including 6m at 4.1g/t (including 2m at 6.2g/t) and 2m at 6.14g/t), 14.12g/t Au over 4m, 34.1g/t over 2m and 63.2g/t over 1m, have defined significant gold mineralised quartz veining zones over a 3km by 1km area including the steep dipping 'Main Vein' and shallow dipping 'Sheeted Vein' zones.

Corporate

IronRidge made its AIM debut in February 2015, successfully securing strategic alliances with three international companies; Assore Limited of South Africa, Sumitomo Corporation of Japan and DGR Global Limited of Australia. Assore is a high-grade iron, chrome and manganese mining specialist. Sumitomo Corporation is a global resource, mining marketing and trading conglomerate. DGR Global is a project generation and exploration specialist.

 

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