RLD.L Regulatory News (RLD)

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This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any investment decision in respect of Richland Resources Ltd or other evaluation of any securities of Richland Resources Ltd or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.

5 September 2017

Richland Resources Ltd

("Richland" or the "Company")

 Equity fundraising of approximately £450,000 gross

and Directors' Dealing

Richland (AIM: RLD), the gemstones producer and developer, is pleased to announce that it has conditionally raised, in aggregate, approximately £450,000 (before expenses) through a subscription of 64,285,714 new common shares of US$0.0003 each in the capital of the Company ("Common Shares") (the "Subscription Shares") (the "Subscription") by certain new and existing shareholders at an issue price of 0.7 pence per Subscription Share (the "Subscription Price").

Edward Nealon, Chairman of Richland, today commented:

"I am most pleased to announce this oversubscribed subscription of £450,000. As recently reported, in Q2 2017, approximately 95% of production and operating costs were covered by revenue at our Capricorn Sapphire operations, with sustainable operational profitability currently expected to be achieved in Q4 2017. Today's financing will augment the group's general working capital position, as well as bridging the gap until the Capricorn project is profitable. It will also enable further exploration and expansion work to be conducted, both on our mining and exploration licences and in the region generally, in order to capitalise on potential opportunities."

Details of the Subscription

Pursuant to the Subscription, certain new and existing shareholders (including Bernard Olivier, Chief Executive Officer and Nicholas Sibley, a Non-Executive Director of Richland, as detailed in the table below), have agreed to subscribe for, in aggregate, 64,285,714 new Common Shares at the Subscription Price. The Subscription Price represents a premium of approximately 3.7 per cent. to the Company's closing middle market share price of 0.675 pence on 4 September 2017, being the latest practicable date prior to this announcement.

The Subscription Shares have been issued conditional upon their admission to trading on AIM ("Admission"). The Subscription Shares represent, in aggregate, approximately 13.54 per cent. of the Company's enlarged issued share capital (as enlarged by the Subscription) (the "Enlarged Share Capital"). The Subscription Shares will rank pari passu in all respects with the Company's existing Common Shares and will be issued fully paid.

Application will be made to the London stock Exchange for Admission and it is expected that Admission will become effective and that dealings in the Subscription Shares will commence at 8.00 a.m. on 12 September 2017. Following Admission, the Company will have 474,652,082 Common shares with voting rights in issue and holds a further 7,275,000 Common Shares in treasury.

Pursuant to the Subscription, a warrant to subscribe for a further 1 new Common Share at a price of 1 pence per share shall accompany each Subscription Share (the "Warrants"). The Warrants are exercisable for a period of one year from the date of Admission, save that should the Company's volume weighted average share price exceed 1.5 pence for a period of five consecutive trading days the Company shall be entitled to give holders of the Warrants 7 days' notice that their Warrants must be exercised within a further 24 days, failing which they will otherwise expire.

In connection with the Subscription, Salonica Group will also receive a warrant over 3,000,000 Common Shares on the same terms as the Warrants and conditional on Admission.

The net proceeds of the Subscription will be utilised for the group's general working capital purposes. 

Directors' Participation

Following the abovementionned issue of Subscription Shares to Bernard Olivier and Nicholas Sibley, their beneficial shareholdings in Richland will be as follows:

Related Party Transaction

The abovementioned participation by Bernard Olivier and Nicholas Sibley in the Subscription (the "Director Subscription") is deemed to be a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. Accordingly, the independent directors, being all of the Company's directors other than Bernard Olivier and Nicholas Sibley, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, consider that the terms of the Director Subscription are fair and reasonable insofar as the Company's shareholders are concerned.

For further information please contact:

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.

PDMR Notification Forms:

The notifications below are made in accordance with the requirements of MAR.