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RICHLAND RESOURCES LTD (Incorporated in Bermuda Under the Company Laws of Bermuda with Registration Number EC33385)

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RICHLAND RESOURCES LTD (Incorporated in Bermuda Under the Company Laws of Bermuda with Registration Number EC33385) THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under FSMA if you are in the United Kingdom or, if not, you should immediately consult another appropriately authorised independent financial adviser in a territory outside the United Kingdom. The Company, the Existing Directors and the Proposed Director, whose registered office address and names respectively are set out on page 18 of this document, accept responsibility, individually and collectively, for the information contained in this document and for compliance with the AIM Rules. To the best of the knowledge and belief of the Company, the Existing Directors and the Proposed Director (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this document, for which they accept responsibility, is in accordance with the facts and does not omit anything likely to affect the import of such information. This document, which comprises an AIM admission document, has been prepared in accordance with the AIM Rules. This document does not contain an offer of transferable securities to the public within the meaning of sections 85 and 102B of FSMA and is not a prospectus for the purposes of the Prospectus Regulation Rules. Accordingly, this document has not been prepared in accordance with the Prospectus Regulation Rules, nor has it been approved by the FCA pursuant to section 85 of FSMA or a copy delivered to the FCA under regulation 3.2 of the Prospectus Regulation Rules. Application will be made for the Enlarged Share Capital to be admitted to trading on AIM. It is expected that Admission will become effective, and that dealings in the Enlarged Share Capital will commence on 25 November 2020. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the UK Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on Admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this document. The AIM Rules for Companies are less demanding than those which apply to companies whose shares are listed on the Official List. It is emphasised that no application is being made for admission of the Enlarged Share Capital to the Official List or any other recognised investment exchange. RICHLAND RESOURCES LTD (Incorporated in Bermuda under the company laws of Bermuda with registration number EC33385) PROPOSED ACQUISITION OF GLOBAL ASSET RESOURCES LTD PROPOSED CHANGE OF NAME TO “LEXINGTON GOLD LTD” PROPOSED PLACING AND SUBSCRIPTION OF, IN AGGREGATE, 120,989,112 NEW COMMON SHARES AT A PRICE OF 2.75 PENCE PER SHARE PROPOSED 1 FOR 10 SHARE CONSOLIDATION PROPOSED AMENDMENTS TO BYE-LAWS APPLICATION FOR ADMISSION OF THE ENLARGED SHARE CAPITAL TO TRADING ON AIM AND NOTICE OF ANNUAL GENERAL MEETING Financial & Nominated Adviser Broker Strand Hanson Limited Peterhouse Capital Limited Your attention is drawn, in particular, to Part I (Letter from the Non-Executive Chairman of Richland) and to the discussion of risks and other factors which should be considered in connection with an investment in the Common Shares set out in Part II (Risk Factors) of this document. All statements regarding the Company and the Enlarged Group’s future business should be viewed in light of these risk factors. NOTWITHSTANDING THIS, PROSPECTIVE INVESTORS IN THE COMPANY SHOULD READ THE WHOLE TEXT OF THIS DOCUMENT. The Consideration Shares, the Placing Shares and Subscription Shares will, following allotment, rank pari passu in all respects with the Existing Common Shares, including the right to receive all dividends and other distributions declared, made or paid after Admission. Strand Hanson, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial and nominated adviser to the Company in connection with the Placing, Subscription and the proposed admission of the Enlarged Share Capital to trading on AIM. Its responsibility as the Company’s nominated adviser under the AIM Rules for Nominated Advisers is owed solely to the London Stock Exchange and is not owed to the Company or to any Director or to any other person in respect of their decision to acquire shares in the Company in reliance on any part of this document. Strand Hanson is acting exclusively for the Company and for no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this document or the Placing or the Subscription or the proposed admission of the Enlarged Share Capital to trading on AIM. Peterhouse Capital, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as broker to the Company in connection with the Placing, Subscription and the proposed admission of the Enlarged Share Capital to trading on AIM. Peterhouse Capital is acting exclusively for the Company and for no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this document or the Placing or the Subscription or the proposed admission of the Enlarged Share Capital to trading on AIM. If you have sold or transferred all of your Existing Common Shares in Richland Resources Ltd, you should send this document, together with the accompanying Form of Proxy or Form of Instruction, to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. If you have sold only part of your holding, please consult the stockbroker, bank or other agent through whom the sale was effected. This document is being sent to all Shareholders for information purposes only to enable them to exercise their rights as Shareholders in connection with the Annual General Meeting. A notice convening an Annual General Meeting of the Company to be held at Clarendon House, 2 Church Street, Hamilton, HM11, Bermuda on 23 November 2020 commencing at 10.00 a.m. (Bermuda time) is set out at the end of this document. The Form of Proxy or Form of Instruction (as appropriate) for use in connection with the Annual General Meeting is enclosed with this document and should be returned as soon as possible and, in any event, so as to be received at the offices of the Company’s Transfer Secretary, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ, by not later than 10.00 a.m. on 19 November 2020 or 10.00 a.m. on 18 November 2020 respectively. The completion and return of a Form of Proxy or Form of Instruction (as appropriate) will not preclude Shareholders from attending and voting in person at the Annual General Meeting should they subsequently wish so to do. This document does not constitute an offer to issue or sell, or the solicitation of any offer to subscribe for or buy, any of the Common Shares in any jurisdiction where it may be unlawful to make such offer or solicitation. The distribution of this document in certain jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any such distribution could result in a violation of the laws of such jurisdictions. In particular, this document is not for distribution in or into the United States, Canada, Australia, New Zealand, Japan or the Republic of South Africa and is not for distribution directly or indirectly to any US Person. The Common Shares have not been and will not be registered under the Securities Act, or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States or under the applicable securities laws of any province or territory of Canada or under the securities laws of Australia, New Zealand, Japan or the Republic of South Africa. Holding Common Shares may have implications for overseas shareholders under the laws of the relevant overseas jurisdictions. Overseas investors should inform themselves about and observe any applicable legal requirements. It is the responsibility of each overseas shareholder to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction. Copies of this document, which is dated 30 October 2020, will be available free of charge during normal business hours on any day (except Saturdays, Sundays and public holidays) from the offices of Joelson JD LLP at 30 Portland Place, Marylebone, London W1B 1LZ from the date of this document until at least one month from Admission and from the Company’s website at: www.richlandresourcesltd.com.
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