Places
Richmond Hill has raised gross proceeds of £600,000 consisting of the placement of 23,077,000 new ordinary shares at the issue price through its broker, Clear Capital Limited. The Issue Price represents a premium of 6% over the mid-market closing price of 2.45 pence per Ordinary Share on 27 January 2026, being the last practical business day prior to the publication of this announcement.
The net proceeds from the placement will be used to provide the company with additional financing for general working capital and to pursue the newly acquired Martello Gold Project in Ontario, Canada.
The Company is exploring the implementation of a facility that will allow private investors to participate in a future equity fundraising. If such a facility is established, further announcement will be made in due course.
Martello gold project
The company has entered into an SPA to acquire the Martello Gold Project. The terms of the SPA are the same as those announced on December 18, 2025, with the exception that the selling party has changed from Olerud Ltd to Uvestone Limited. Ulvestone Ltd has assumed the rights and obligations of the seller under the transaction in place of Olerud Ltd. Both companies are controlled by James Ikin, a substantial shareholder of the company.
As announced on January 5, 2026, historical data collection has begun and digitalization is underway to define high-priority drilling targets for an initial drilling program. The company has been informed that the database compilation will be completed soon.
Initial payment in cash and shares and issue of creditor shares
Richmond Hill will soon make a payment to the seller of £100,000 in cash.
Richmond Hill has also issued 38,750,000 new ordinary shares at a price of 2 pence per share (“Consideration Shares”) to the Seller, in line with the first tranche payment due to the Seller under the SPA.
The Company has also issued 1,300,000 new ordinary shares in the Company at a price of 2 pence per share to an outstanding creditor to settle existing debt (“Creditor Shares”).
Related party transaction
James Ikin, who is a substantial shareholder of the Company, controls the Seller and therefore entering into the SPA constitutes a related party transaction under Rule 13 of the AIM Rules for Companies. The directors of the Company, all of whom are independent of the transaction, after consultation with the Company’s appointed advisor, Cairn Financial Advisers LLP, are of the opinion that the terms of the transaction are fair and reasonable as far as the shareholders of the Company are concerned.
Recognition
An application will be made to the London Stock Exchange for the admission of 63,127,000 new ordinary shares to trading on AIM (“Admission”). The admission is expected to take place on or around February 11, 2026. The new ordinary shares will be ranked step by step with the existing ordinary shares.
Total voting rights
For the purposes of the Disclosure and Transparency Rules, the issued share capital of the Company upon admission will consist of 657,337,949 ordinary shares of 0.1 pence each. This figure may be used by shareholders as a denominator for calculations to determine whether they are required to declare their interest in, or a change in their interest in, the Company under the Disclosure and Transparency Rules.
Hamish Harris, CEO of Richmond Hill, commented: “The Board of Directors is pleased to have successfully raised funds at a premium to the prevailing share price on January 27, 2026. With gold trading above $5,000 per ounce at the time of this announcement and Richmond Hill poised to commence drilling in the near term, we are excited by the significant momentum the company has achieved in such a short period since listing. This fundraising positions us strongly to unlock value for shareholders as we advance our exploration program.”
Forward-Looking Statements
This announcement contains forward-looking statements regarding anticipated or anticipated future events and anticipated results that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties, such as general economic, market and business conditions, competition for qualified personnel, the regulatory process and measures, technical issues, new legislation, uncertainties arising from possible delays or changes in plans, uncertainties arising from operating in a new political jurisdiction, uncertainties relating to the results of exploration, uncertainties relating to the timing and granting of prospecting rights, uncertainties relating to the company’s activities. the ability to carry out and implement future plans, and the occurrence of unexpected events. Actual results may differ from the information provided herein due to numerous known and unknown risks and uncertainties and other factors.
This announcement contains inside information under the UK Market Abuse Regulation and the directors of the company are responsible for the publication of this announcement.
For more information please contact:
| Richmond Hill Resources Hamish Harris | Tel: +44 (0)787958 4153 |
Cairn Financial Advisers LLP (nominated advisor) Ludovico Lazzaretti / James Western | Tel: +44 (0)20 7213 0880 |
Clear Capital Limited (broker) Bob Roberts | Tel: +44 (0) 20 3869 6080 |
More information about the company can be found on the website: www www.richmondhillresources.com
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