RLD.L Regulatory News (RLD)

7 April 2020

Richland Resources Ltd

("Richland" or the "Company")

Final Results for the year ended 31 December 2019

and Availability of Annual Report

Richland (AIM: RLD) announces its audited results for the year ended 31 December 2019.

Pursuant to the completion of the disposal of Richland's Capricorn Sapphire mining project on 31 December 2019, the Company became an AIM Rule 15 cash shell and its Annual Report and Financial Statements for the year ended 31 December 2019 therefore distinguish between the financials of Richland Corporate Ltd, Capricorn Sapphire Pty Ltd and Richland Gemstones Ltd (the "Disposal Group") ("Discontinued Operations") and Richland's ongoing operations ("Continuing Operations") and comparative information has been restated to ensure comparability.

Copies of the Company's full Annual Report and Financial Statements for the financial year to 31 December 2019 will be made available to download from the Company's website at www.richlandresourcesltd.com and will shortly be posted to shareholders.

Financial Summary (continuing operations)

· US$0.5 million net loss (2018: US$0.08 million)

· US$0.01 million cash and cash equivalents (2018: US$0.03 million)

· Total Assets of US$0.4 million (2018: US$0.06 million)

· Total Liabilities at year end of US$0.36 million (2018: US$0.7 million)

Financial Summary (discontinued operations)

· US$0.3 million net profit (2018: loss of US$0.9 million)

Corporate Highlights

· Disposal of Capricorn Sapphire and repayment of Convertible Loan

- As announced on 2 January 2020, the disposal of Richland's wholly owned subsidiary Richland Corporate Ltd, the holder of the Capricorn Sapphire Project, completed on 31 December 2019 for a cash consideration of US$1,250,000 of which US$880,000 was paid directly by Fura to the Lender in full settlement of the Convertible Loan with the balance of US$370,000 received by the Company on 2 January 2020.

· Waiver of fees

- As announced on 28 June 2019, in order to preserve cash reserves within the Company, the Directors and senior management personnel agreed to waive, in aggregate, US$452,559 of accrued fees due to them for periods from 1 June 2018 up to and including 30 June 2019 (the "Fee Waiver").

· Deferment of payment of fees

- The Directors have not been paid any fees since 1 July 2019 and have agreed to defer payment until the earlier of the completion of a transaction approved by shareholders and 30 June 2020. Senior management have only been paid US$10,000 in respect of fees since 1 July 2019 and have similarly agreed to defer payment of other fees due since 1 July 2019 until the earlier of completion of a transaction approved by shareholders and 30 June 2020.

· Placing and conversion of fees

- As announced on 4 July 2019, the Company raised approximately £100,000 (before expenses) through a placing of 158,730,159 new common shares of US$0.0003 each in the capital of the Company ("Common Shares") (the "Placing Shares") (the "Placing") with certain new investors at an issue price of 0.063 pence per Placing Share (the "Placing Price"). The Placing Price represented a discount of approximately 16 per cent. to the closing middle market price of a Common Share of 0.075 pence on 3 July 2019. At the same time as the Placing, Peterhouse Capital Limited ("Peterhouse") were issued 23,809,524 new Common Shares at the Placing Price to settle commission and fees due to Peterhouse.

- As announced on 29 August 2019, a Director and senior management agreed to the conversion of an aggregate amount of US$86,250 of unpaid fees accrued for periods up to 30 June 2019 into new Common Shares (the "Fee Conversions"). Pursuant to the Fee Conversions, the Company issued, in aggregate, 108,246,025 new Common Shares (the "Conversion Shares") at an issue price of 0.065 pence per share (the "Conversion Price"), being the Company's closing mid-market share price on 28 August 2019 and representing a premium of approximately 3.17 per cent. to the Placing Price for the Company's last equity fundraising of 4 July 2019.

Subsequent events

· Share placements announced post the period end

- On 13 January 2020, the Company announced that it had raised, in aggregate, approximately £150,000 (before expenses) through a placing of 105,000,000 new Common Shares (the "January 2020 Placing Shares") (the "January 2020 Placing") with certain new investors at an issue price of 0.10 pence per share (the "Issue Price") and a subscription for a further 45,000,000 new Common Shares (the "Subscription Shares") by a new investor also at the Issue Price (the "January 2020 Subscription") (the January 2020 Placing and January 2020 Subscription together being the "January 2020 Equity Fundraising").

- On 12 March 2020, the Company announced that it had raised, in aggregate, approximately £100,000 (before expenses) through the placing of 83,333,333 new Common Shares (the "March 2020 Placing Shares") with an existing major shareholder, Mark Greenwood, and certain new investors at an issue price of 0.12 pence per share (the "Issue Price") (the "March 2020 Equity Fundraising").

(together, the "2020 Equity Fundraisings")

Outlook

· As the Company is now an AIM Rule 15 Cash Shell it is 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 31 December 2019. Alternatively, within such time period, the Company can seek to become an investing company pursuant to AIM Rule 8, which requires, inter alia, the raising of at least £6 million and publication of an admission document. In the event that the Company does not complete a reverse takeover under AIM Rule 14 within such six month period or seek re-admission to trading on AIM as an investing company pursuant to AIM Rule 8 (either being, a "Re-admission Transaction"), the Company's Common Shares will be suspended from trading pursuant to AIM Rule 40. Thereafter, if a Re-admission Transaction has not been completed within a further six month period, admission to trading on AIM of the Company's Common Shares would be cancelled.

· The Company is focussed on identifying a suitable reverse takeover transaction in the mining sector and the net proceeds from the 2020 Equity Fundraisings, together with the Company's existing funds, will be utilised to actively pursue this strategy, with a particular focus on precious metals projects, as well as providing financing to meet the Company's general corporate working capital requirements. However, there can be no guarantee that the Company will be able to secure a suitable reverse takeover transaction and subsequently be re-admitted to AIM.

· The COVID-19 pandemic announced by the World Health Organisation is having a markedly negative impact on global stock markets, currencies and general business activity. The Company has developed a policy and is evolving procedures to address the health and wellbeing of its directors, consultants and contractors, and their families, in the face of the COVID-19 outbreak. The timing and extent of the impact and recovery from COVID-19 is unknown. In the meantime, the Board, senior management and the Company's principal advisers are tele/remote working and remain focussed on progressing the Company's strategy.

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.

Notes to Editors:

Further information is available on the Company's website: 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

As Chairman of Richland Resources Ltd ("Richland" or the "Company"), I am pleased to present the Group's final results for the financial year ending 31 December 2019 and to report on the Company's on-going activities to the date of this statement.

Sale of Capricorn Sapphire Project: The accounts provide details of the sale of the Company's Capricorn Sapphire mine to Fura Gems Inc. ("Fura") which was completed on 31 December 2019. Fura paid total cash consideration of US$1,250,000, of which US$880,000 was paid directly to the Lender in order to settle the total amount outstanding under the Company's pre-existing Secured Convertible Loan Facility (including all accrued interest) resulting in net consideration of US$370,000 being paid to the Company.

Background to the sale of the Capricorn Sapphire Project: The Company had, for some time, been engaged in discussions with potential strategic investors to procure sufficient funding to enable the recommencement of production at its Capricorn Sapphire mine or, alternatively, had been seeking to conclude negotiations in respect of the sale of all or part of Capricorn Sapphire. Accordingly, there was no production from the Capricorn Sapphire mine during the year under review.

Regulatory effect of the sale of the Capricorn Sapphire Project: Following completion of the project's sale on 31 December 2019, Richland became an AIM Rule 15 cash shell and, as such, is now 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 such completion date. Alternatively, within such time period, the Company could seek to become an investing company pursuant to AIM Rule 8, which requires, inter alia, the raising of at least £6 million and publication of an admission document.

Accounting effect of the sale of the Capricorn Sapphire Project: The transaction was effected by way of Fura acquiring: (i) all of the issued shares of the Company's wholly owned subsidiary Richland Corporate Ltd ("Richland Corporate"); and (ii) all of the Company's loans to Richland Corporate (together, the "Disposal"). Richland Corporate owns 100 per cent. of Capricorn Sapphire Pty Ltd ("Capricorn Sapphire"), which in turn owns the Capricorn Sapphire project in Queensland, Australia. As Fura did not wish to acquire Richland Gemstones Ltd ("Richland Gemstones"), which operated the Company's online operations, it was decided to wind down the affairs of Richland Gemstones. The Company's audited financial results for the year ended 31 December 2019, in accordance with IFRS 5, therefore distinguish between the financials of Richland Corporate, Capricorn Sapphire and Richland Gemstones (the "Disposal Group") ("Discontinued Operations") and Richland's ongoing operations ("Continuing Operations") and comparative information has been restated to ensure comparability.

Financing during the reporting period: During the reporting period, the Company announced on 4 July 2019 that it had raised approximately £100,000 (before expenses) through a placing to certain new investors at an issue price of 0.063 pence per new Common Share. These funds were used to enable the Company to complete the Disposal and address general corporate expenses.

Financial Performance:

Company's strategy: The Company is focussed on identifying a suitable reverse takeover transaction, in the mining sector with a particular focus on precious metals projects. There are unavoidable professional fees and costs involved with such a process, but the Company is seeking to minimise these where possible without compromising on the quality of evaluation and due diligence work. Summarised below are the various fee waivers, fee reductions and fee deferrals undertaken by the Board and senior management in order to assist the Company in conserving its cash resources, which I trust serves to demonstrate our continuing commitment to align our interests with those of the Company's shareholders.

Fee waivers: The Directors and senior management personnel agreed to waive, in aggregate, US$452,559 of accrued fees due to them for periods from 1 June 2018 up to and including 30 June 2019 (the "2019 Fee Waiver"):

The net effect of the above fee waivers by the Directors is that there was a credit to the Income Statement of US$53,125 during the period in respect of Directors' remuneration (2018: US$80,011 debit).

Deferment of Director and senior management fees: The Directors have not been paid any fees since 1 July 2019 and have agreed to defer payment until the earlier of the completion of a transaction approved by shareholders and 30 June 2020. Senior management have only been paid US$10,000 in respect of fees since 1 July 2019 and have similarly agreed to defer payment of other fees due since 1 July 2019 until the earlier of the completion of a transaction approved by shareholders and 30 June 2020.

Reduction of fees: The Directors have agreed, with effect from 1 July 2019, to reduce their fees to US$2,000 per month and senior management costs have also been reduced and are now, in aggregate, US$9,000 per month. The Company currently has no employees.

Financing post reporting period end to implement the Company's strategy: The Company announced: i) on 13 January 2020, that it had raised, approximately £150,000 (before expenses) via a placing and subscription with certain new investors at an issue price of 0.1 pence per new Common Share; and ii) on 12 March 2020, that it had raised, approximately £100,000 (before expenses) via a placing with an existing major shareholder, Mark Greenwood, and certain new investors at an issue price of 0.12 pence per new Common Share. These funds will enable the Company to pursue its stated strategy and satisfy general corporate expenses.

COVID-19: At the time of writing this statement and subsequent to the year end, the COVID-19 pandemic announced by the World Health Organisation is having a markedly negative impact on global stock markets, currencies and general business activity. The Company has developed a policy and is evolving procedures to address the health and wellbeing of its directors, consultants and contractors, and their families, in the face of the COVID-19 outbreak. The timing and extent of the impact and recovery from COVID-19 is unknown. In the meantime, the Board, senior management and the Company's principal advisers are tele/remote working and remain focussed on progressing the Company's strategy.

Lastly, but not least, on behalf of the Board I wish to express our appreciation for the valued support and patience of the Company's various stakeholders as we endeavour to secure a suitable reverse takeover transaction to generate long term shareholder value.

Edward Nealon

Non-Executive Chairman

7 April 2020

Chief Executive's Operational and Financial Review

1. Overview

In mid-December 2017, the Company decided to temporarily halt mining operations in light of, inter alia, adverse weather conditions and a weak market environment in order to conserve its cash resources. Following a comprehensive review of the strategic options available for its mining operations in Australia, on 28 September 2018, Richland announced, inter alia, that it was engaged in discussions with potential strategic investors to procure sufficient funding to enable the recommencement of production at the Capricorn Sapphire mine or, alternatively, was seeking to conclude ongoing negotiations with different parties in relation to the potential sale of all or a part of Capricorn Sapphire.

Subsequently, Richland entered into an option agreement on 26 June 2019 (the "Option Date") with Fura Gems Inc. ("Fura") which is listed on the TSX Venture Exchange ("TSX-V") which was amended on 19 July 2019, 31 October 2019, 15 November 2019, 29 November 2019, 6 December 2019, 13 December 2019 and 20 December 2019 (the "Option Agreement"). Pursuant to the terms of the agreement, Fura paid an option fee of CAD25,000 (the "Option") to conditionally acquire from the Company: (i) all of the issued shares of its wholly owned subsidiary Richland Corporate Ltd ("Richland Corporate") (the "Shares"); and (ii) all of the Company's loans to Richland Corporate (the "Shareholder Loan") (together, the "Option Assets") (the "Disposal"). Richland Corporate owns 100 per cent. of Capricorn Sapphire Pty Ltd ("Capricorn Sapphire"), which in turn held the group's Capricorn Sapphire project in Queensland, Australia.

As Fura did not wish to acquire Richland Gemstones Ltd ("Richland Gemstones"), which operated the Company's online operations, it was decided to wind down the affairs of Richland Gemstones. The Disposal was eventually completed on 31 December 2019 (the "Completion Date"). Accordingly, Fura paid total cash consideration of US$1,250,000 (the "Consideration"), of which US$880,000 was paid directly to the Lender in order to settle the total amount outstanding under the Company's pre-existing Secured Convertible Loan Facility (including all accrued interest) resulting in net consideration of US$370,000 being paid to the Company (the "Net Consideration").

The Company's audited financial results, in accordance with IFRS 5, therefore distinguish between the financials of Richland Corporate, Capricorn Sapphire and Richland Gemstones (the "Disposal Group") ("Discontinued Operations") and Richland's ongoing operations ("Continuing Operations") and comparative information has been restated to ensure comparability.

2. Financial Performance

2.1 Discontinued Operations

Net profit from Discontinued Operations of US$0.3 million (2018: loss of US$0.9 million) has been recognised and all associated assets and liabilities were derecognised following completion of the Disposal.

2.2 Continuing Operations

Net loss for the year was US$0.5 million against the prior year loss of US$0.1 million.

The total assets for Continuing Operations were US$0.4 million which includes the Net Consideration received on 2 January 2020 (2018: US$0.06 million) at the year end.

The Continuing Operations had a net cash position of US$0.01 million (2018: US$0.03 million) as at the year end.

The Continuing Operations had total liabilities of US$0.36 million (2018: US$0.7 million) as at the year end.

3. Dividend

The directors have not declared a dividend (2018: Nil).

4. Corporate Activities

Share placements

As announced on 4 July 2019:

a) the Company raised approximately £100,000 (before expenses) through a placing of 158,730,159 new common shares of US$0.0003 each in the capital of the Company ("Common Shares") (the "Placing Shares") (the "Placing") with certain new investors at an issue price of 0.063 pence per Placing Share (the "Placing Price"). The Placing Price represented a discount of approximately 16 per cent. to the closing middle market price of a Common Share of 0.075 pence on 3 July 2019; and

b) the Placing was arranged via Peterhouse Capital Limited ("Peterhouse") as agent of the Company. Peterhouse were due 5 per cent. commission on the gross proceeds of the Placing which it agreed to settle by the issue of 7,936,508 new Common Shares to Peterhouse (the "Commission Shares") at the Placing Price. Peterhouse were appointed the Company's sole broker on 4 July 2019 and agreed that their initial six month retainer fee be settled by the issue to them of a further 15,873,016 new Common Shares at the Placing Price (the "Broker Fee Shares").

As announced on 29 August 2019, a Director and senior management agreed to the conversion of an aggregate amount of US$86,250 of unpaid fees accrued for periods up to 30 June 2019 into new Common Shares (the "Fee Conversions"). Pursuant to the Fee Conversions, the Company issued, in aggregate, 108,246,025 new Common Shares (the "Conversion Shares") at an issue price of 0.065 pence per share (the "Conversion Price"), being the Company's closing mid-market share price on 28 August 2019 and representing a premium of approximately 3.17 per cent. to the Placing Price for the Company's last equity fundraising of 4 July 2019.

Waiver of certain Directors' and Management's Fees

As announced on 28 June 2019, in order to preserve cash reserves within the Company, the Directors and senior management personnel agreed to waive, in aggregate, US$452,559 of accrued fees due to them for periods from 1 June 2018 up to and including 30 June 2019 (the "Fee Waiver"):

The net effect of the above fee waivers by the Directors is that there was a credit to the Income Statement of US$53,125 during the period in respect of Directors' remuneration (2018: US$80,011 debit).

5. AIM Rule 15 Cash Shell Status

Pursuant to the successful completion of the Disposal, the Company became an AIM Rule 15 cash shell on 31 December 2019 and, as such, is 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 31 December 2019. Alternatively, within such time period, the Company can seek to become an investing company pursuant to AIM Rule 8, which requires, inter alia, the raising of at least £6 million and publication of an admission document. In the event that the Company does not complete a reverse takeover under AIM Rule 14 within such six month period or seek re-admission to trading on AIM as an investing company pursuant to AIM Rule 8 (either being, a "Re-admission Transaction"), the Company's Common Shares will be suspended from trading pursuant to AIM Rule 40. Thereafter, if a Re-admission Transaction has not been completed within a further six month period, admission to trading on AIM of the Company's common shares would be cancelled.

6. Post Period End Fundraisings

Post the year end the Company announced two further fundraisings, as follows:

a) on 13 January 2020, the Company announced that it had raised, in aggregate, approximately £150,000 (before expenses) through a placing of 105,000,000 new Common Shares (the "January 2020 Placing Shares") (the "January 2020 Placing") with certain new investors at an issue price of 0.10 pence per share (the "Issue Price") and a subscription for a further 45,000,000 new Common Shares (the "Subscription Shares") by a new investor also at the Issue Price (the "January 2020 Subscription") (the January 2020 Placing and January 2020 Subscription together being the "January 2020 Equity Fundraising"); and

b) on 12 March 2020, the Company announced that it had raised, in aggregate, approximately £100,000 (before expenses) through the placing of 83,333,333 new Common Shares (the "March 2020 Placing Shares") with an existing major shareholder, Mark Greenwood, and certain new investors at an issue price of 0.12 pence per share (the "Issue Price") (the "March 2020 Equity Fundraising"),

(jointly, the "2020 Equity Fundraisings").

7. Outlook

The Company is focussed on identifying a suitable reverse takeover transaction in the mining sector and the net proceeds from the 2020 Equity Fundraisings together with the Company's existing funds will be utilised to actively pursue this strategy, with a particular focus on precious metals projects, as well as providing financing to meet the Company's general corporate working capital requirements. However, there can be no guarantee that the Company will be able to secure a suitable reverse takeover transaction and subsequently be re-admitted to AIM.

To assist the Company in cost-effectively meeting its objectives, the Company's directors have not been paid any fees since 1 July 2019 and have agreed to defer payment of their fees of US$2,000 per month until the earlier of the completion of a transaction approved by shareholders and 30 June 2020.

Anthony Brooke

Chief Executive Officer

7 April 2020

Financial Statements

Richland Resources Ltd

Consolidated statement of profit or loss and other comprehensive income

for the Year Ended 31 December 2019

(Audited)

Richland Resources Ltd

Consolidated statement of financial position

as at 31 December 2019

(Audited)

Richland Resources Ltd

Consolidated statement of cash flows

for the Year Ended 31 December 2019

(Audited)

**ENDS**