Resources

Visit Nuvau Minerals Corp. (TSXV: NMC) at Booth #2349 at the Prospectors & Developers Association of Canada’s (PDAC) Convention at the Metro Toronto Convention Centre (MTCC) from Sunday, March 2 to Wednesday, March 5, 2025.

About Nuvau Minerals Corp.

Nuvau is a Canadian mining company focused on the Abitibi Region of mine-friendly Québec. Nuvau’s principal asset is the Matagami Property that is host to significant existing processing infrastructure and multiple mineral deposits and is being acquired from Glencore.For more information go to our website www.nuvauminerals.com.

About PDAC

The World’s Premier Mineral Exploration & Mining Convention is the leading convention for people, governments, companies and organizations connected to mineral exploration. In addition to meeting more than 1,100 exhibitors, 2,500 investors and 26,000 attendees in person in 2024, participants could also attend programming, courses and networking events.

The annual convention is held in Toronto, Canada. It has grown in size, stature and influence since it began in 1932 and today is the event of choice for the world’s mineral industry.

For more information and/or to register for the conference please visit: https://www.pdac.ca/convention.

We look forward to seeing you there.

For further information:

~Confirms receipt of the Interim Order, files Meeting Materials, and announces another round of Blue Jay financing~

Riverside Resources Inc. (TSXV: RRI) (OTCQB: RVSDF) (FSE: 5YY) (“Riverside” or the “Company”) is pleased to announce that its management information circular (the “Information Circular”), form of proxy and letter of transmittal, (together with the Information Circular, the “Meeting Materials”) in respect of its annual and special meeting (the “Meeting”) of Riverside shareholders (the “Riverside Shareholders”) to approve various matters in connection with the previously announced plan of arrangement (the “Arrangement”) on January 28, 2025 involving Blue Jay Gold Corp. (“Blue Jay”) are being filed today on Riverside’s SEDAR+ profile at www.sedarplus.ca. and provided on Riverside’s website at www.rivres.com. Riverside is using the notice and access provisions under applicable securities laws to provide Riverside Shareholders with easy electronic access to the Information Circular and other Meeting Materials.

If the Arrangement is approved at the Meeting, Riverside will distribute its common shares (each, a “Blue Jay Share“) in Blue Jay to the Riverside Shareholders by way of a statutory plan of arrangement (the “Plan of Arrangement“) under section 288 of the Business Corporations Act (British Columbia) (the “Transaction“). Following the Arrangement, Riverside Shareholders will hold shares in two reporting issuers: Riverside and Blue Jay. Blue Jay is expected to make an application to list the Blue Jay Shares on the TSX Venture Exchange (“TSXV“).

Blue Jay currently holds all right and title to the Pichette-Clist Gold Project, the Oakes Gold Project and the Duc Gold Project in Northwestern, Ontario (the “Ontario Properties“).

Information about the Meeting and Receipt of Interim Court Order

On February 14, 2025, Riverside obtained an interim order (the “Interim Order“) from the British Columbia Supreme Court (the “Court“) in connection with the Arrangement, authorizing the calling and holding of the Meeting and other matters related to the conduct of the Meeting. At the Meeting, the Riverside Shareholders will be asked to consider and, if deemed advisable, pass a special resolution (the “Arrangement Resolution“) to approve Arrangement, in accordance with the terms of an arrangement agreement (the “Arrangement Agreement“) entered into by the Company and Blue Jay on January 27, 2025.

The Meeting is scheduled to be held on March 31, 2025 at 11:00 A.M. (Vancouver time) at Suite 550, 800 West Pender Street, Vancouver, British Columbia. At the Meeting, Riverside Shareholders will be asked to approve the Arrangement Resolution.

The Meeting Materials contain important information regarding the Transaction, how Riverside Shareholders can participate and vote at the Meeting, the background that led to the Transaction and the reasons for the unanimous determinations of the board of directors of the Company (the “Riverside Board“) that the Transaction is in the best interests of the Company and is fair to Riverside Shareholders. Shareholders should carefully review all of the Meeting Materials as they contain important information concerning the Transaction and the rights and entitlements of Shareholders thereunder.

Reasons for the Arrangement

Riverside believes that the Arrangement is in the best interests of Riverside for numerous reasons, including:

1. At the moment, the capital markets value the Pichette-Clist Gold Project, the Oakes Gold Project, and the Duc Gold Project together with all of Riverside’s other properties. By completing the Arrangement, the markets will value the Pichette-Clist Gold Project, the Oakes Gold Project, and the Duc Gold Project separately and independently of Riverside’s other properties, which should create additional value for Riverside Shareholders.
2. Separating the Pichette-Clist Gold Project, the Oakes Gold Project, and the Duc Gold Project from Riverside’s other properties is expected to accelerate the exploration of the Pichette-Clist Gold Project, the Oakes Gold Project, and the Duc Gold Project.
3. Riverside Shareholders will benefit by holding shares in two separate public companies.
4. Upon completion of the Arrangement, Blue Jay will have a separate board and management which will include members with specialized skills necessary to advance the Pichette-Clist Gold Project, Oakes Gold Project, and Duc Gold Project.
5. Separating Riverside and Blue Jay will expand Blue Jay’s potential shareholder base by allowing investors that want specific ownership in a portfolio of Canadian exploration assets like the Pichette-Clist Gold Project, the Oakes Gold Project, and the Duc Gold Project to invest directly in Blue Jay rather than through Riverside.
6. The Arrangement and separation of the companies will enable each company to pursue independent growth and capital allocation strategies.
7. The Pichette-Clist Gold Project, the Oakes Gold Project, and the Duc Gold Project are not required for Riverside’s primary business focus which will remain project generation and advancement through joint ventures and similar arrangements.

In the course of its deliberations, the Riverside Board also identified and considered a variety of risks and potentially negative factors, including, but not limited to, the risks factors set out in the Information Circular and the documents incorporated by reference therein.

The foregoing discussion summarizes the material information and factors considered by the Riverside Board in their consideration of the Plan of Arrangement. The Riverside Board collectively reached its unanimous decision with respect to the Plan of Arrangement in light of the factors described above and other factors that each member of the Riverside Board felt were appropriate. In view of the wide variety of factors and the quality and amount of information considered, the Riverside Board did not find it useful or practicable to, and did not make specific assessments of, quantify, rank or otherwise assign relative weights to the specific factors considered in reaching its determination. Individual members of the Riverside Board may have given different weight to different factors.

Recommendation of the Directors

After careful consideration, the Riverside Board, after receiving legal, tax and financial advice, has unanimously determined that the Arrangement is in the best interests of Riverside and is fair to the Shareholders. Accordingly, the Riverside Board unanimously recommends that Shareholders vote FOR the Arrangement Resolution.

In order to become effective, the Arrangement must be approved by at least 66⅔% of the votes cast by the Riverside Shareholders present or represented by proxy at the Meeting. Subject to obtaining approval of the Transaction at the Meeting, and the satisfaction of the other customary conditions to completion of the Transaction contained in the Arrangement Agreement, including final approval of the Court and certain regulatory approvals, all as more particular described in the Meeting Materials, the Transaction is expected to close in the second quarter of 2025.

Filing of New Technical Report

Riverside also announces today that it will file a new technical report under National Instrument 43-101 – Standards of Disclosure for Mineral Projects titled, “Technical Report on the Pichette-Clist Property, Jellicoe Area, Northwestern Ontario” prepared by Locke B. Goldsmith, P. Eng, P.Geo, dated January 29, 2025. The Pichette-Clist Property will be Blue Jay’s material property once the Arrangement is effective. Such report will be available on Riverside’s SEDAR+ profile at https://www.sedarplus.ca/.

Blue Jay to Complete Another Round of Financing

In anticipation of making an application to list the Blue Jay Shares on the TSXV and in order to satisfy the TSXV listing requirements, Blue Jay expects to complete two further rounds of financing in connection with the Arrangement, being (a) a private placement of 2,000,000 Blue Jay Shares at an issue price of $0.40 per Blue Jay Share for gross proceeds of $800,000; and (b) a private placement of 2,000,000 Blue Jay Shares at an issue price of $0.50 for total gross proceeds of $1,000,000 and 1,428,571 Blue Jay Shares issued as “flow-through shares” (the “Flow Through Shares”) within the meaning of the Income Tax Act at an issue price of $0.70 per Flow Through Share. Each such private placement is subject to the approval by the TSXV.

About Riverside Resources Inc.
Riverside is a well-funded exploration company driven by value generation and discovery. The Company has over $4M in cash, no debt and less than 75M shares outstanding with a strong portfolio of gold-silver and copper assets and royalties in North America. Riverside has extensive experience and knowledge operating in Mexico and Canada and leverages its large database to generate a portfolio of prospective mineral properties. In addition to Riverside’s own exploration spending, the Company also strives to diversify risk by securing joint-venture and spin-out partnerships to advance multiple assets simultaneously and create more chances for discovery. Riverside has properties available for option, with information available on the Company’s website at www.rivres.com.

ON BEHALF OF Riverside Resources Inc.

“John-Mark Staude”

Dr. John-Mark Staude, President & CEO

For additional information contact:

Certain statements in this press release may be considered forward-looking information. These statements can be identified by the use of forward-looking terminology (e.g., “expect”,” estimates”, “intends”, “anticipates”, “believes”, “plans”). Such information involves known and unknown risks — including the availability of funds, the results of financing and exploration activities, the interpretation of exploration results and other geological data, or unanticipated costs and expenses and other risks identified by Riverside in its public securities filings that may cause actual events to differ materially from current expectations. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/242747

Quetzal Copper Corp. (TSXV: Q) (“Quetzal” or the “Company”) announces that further to its news releases dated February 18, 2025, the Company has closed its financing of flow-through units and non-flow-through units, originally announced on December 13, 2024.

CEO Matt Badiali said: “We are pleased to get this money in the bank and get back to the business of exploration. We see new copper projects as potential boosts for both the local economy and the province. We want to test the targets at Princeton immediately. With this capital in the bank, we can do that and more in 2025.“

In total, the Company raised gross proceeds of $2,437,498.92 and issued 11,470,611 flow-through units at $0.17 per unit (the “FT Units“) and 3,249,967 non-flow-through units (the “NFT Units“) at $0.15 per NFT Unit.

Each FT Unit consists of one flow-through common share (the “FT Share“) and one half of a warrant (each whole warrant a “Warrant“). Each NFT Unit consists of one non-flow-through common share (the “NFT Share“) and one-half of a warrant.

The Company issued 5,735,306 Warrants as part of the FT Unit issuance and 1,624,984 Warrants as part of the NFT Unit issuance. Each warrant is exercisable at $0.25 per share for 24 months from the issuance date.

The Company paid cash finder’s fees in the amount of $82,000 and issued an aggregate of 482,353 finder’s warrants (the “Finder’s Warrants“) in connection with the Offering. The Finder’s Warrants are non-transferable and are exercisable at $0.25 per share for 24 months from the issuance date.

The gross proceeds from the sale of the FT Shares will be used by the Company to incur eligible “Canadian exploration expenses” that will qualify as “flow-through critical mineral mining expenditures” as such terms are defined in the Income Tax Act (Canada) (the “Qualifying Expenditures”) related to the Company’s Princeton and Dot projects in British Columbia, Canada. All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Shares effective December 31, 2024.

The securities underlying the FT Units and NFT Units are subject to a statutory hold period in Canada ending on the date that is four months plus one day following the issuance date.

The Offering has received conditional approval from the TSX Venture Exchange.

The Company plans to use the funds from the FT Units to perform its drill program at its Princeton project in British Columbia immediately. The Princeton Project has copper targets just 5 km from the active Copper Mountain Mine.

Princeton Copper Project

The Princeton Project is an 11,500-hectare property located between the Hudbay Minerals and Mitsubishi-owned Copper Mountain Mine and the town of Princeton, British Columbia.

Figure 1: Location of Princeton Project Claims and Targets

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/10393/242780_a07c0349b4ac49ba_001full.jpg

The Princeton Copper project is a large land package consolidating several formerly disjointed claims. The technical team compiled historical surface geological and geochemical data and reprocessed geophysical data. The new perspective gleaned from this work generated four strong targets for the first drill program:

• Bud South – The only locality with a drill hole among the four targets. It contained 10.7 meters of rock with 0.18% copper and 0.30 grams per ton of gold. But it only cut the edge of the target. Historic trenching at the target showed disseminated copper mineralization in intensely faulted and intruded Nicola Group volcanic rocks.

• Knob Hill – An overburden-covered chargeability anomaly adjacent to copper-gold in quartz veins exposed in nearby trenches

• Aura – A 1.5km wide horseshoe-shaped magnetic high surrounding a reverse-polarity magnetic feature. This may represent an intrusive body and its alteration halo.

• Contact – A chargeability high completely hidden under till cover along trend from and with the same signature as the Knob Hill target.

QP Statement

Dr. Roy Greig, P.Geo., a Qualified Person as defined under National Instrument 43-101, has reviewed and approved the technical content in this release.

First Nations Acknowledgement

Quetzal recognizes that the Princeton Copper Project is part of the traditional unceded territory of the Smelqmix People. We are committed to respect for the land and for the people who reside there.

About Quetzal Copper

Quetzal is engaged in the acquisition, exploration, and development of mineral properties in British Columbia and Mexico. The Company’s principal project, Princeton Copper, is located adjacent to the Copper Mountain mine in southern British Columbia. The company currently has a portfolio of three properties located in British Columbia, Canada and one in Mexico.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

FORWARD LOOKING STATEMENTS

The information contained herein contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation. “Forward-looking information” includes, but is not limited to, statements with respect to the activities, events, or developments that the Company expects or anticipates will or may occur in the future, including, without limitation, planned exploration activities. Generally, but not always, forward-looking information and statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation thereof. Forward-looking statements in this news release include, among others, statements relating to exploration and development of the Company’s properties.

Such forward-looking information and statements are based on numerous assumptions, including among others, that the results of planned exploration activities are as anticipated, the anticipated cost of planned exploration activities, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms, that third party contractors, equipment and supplies and governmental and other approvals required to conduct the Company’s planned exploration activities will be available on reasonable terms and in a timely manner. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.

Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual events or results in future periods to differ materially from any projections of future events or results expressed or implied by such forward-looking information or statements, including, among others: negative operating cash flow and dependence on third party financing, uncertainty of additional financing, no known mineral reserves or resources, the limited operating history of the Company, aboriginal title and consultation issues, reliance on key management and other personnel, actual results of exploration activities being different than anticipated, changes in exploration programs based upon results, availability of third party contractors, availability of equipment and supplies, failure of equipment to operate as anticipated, accidents, effects of weather and other natural phenomena and other risks associated with the mineral exploration industry, environmental risks, changes in laws and regulations, community relations and delays in obtaining governmental or other approvals.

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company undertakes no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/242780