RED RIVER RESOURCES LIMITED (ASX.RVR)

delisted for non-payment of annual listing fee under Listing Rule 17.15

we understand the entity failed to pay the annual listing fee

Liquidators have been appointed.

Under Listing Rule 17.6, an entity (if not already suspended) that had not paid its annual listing fees by close of business on Monday, 21 August 2023 would have its securities suspended from Official Quotation before the commencement of trading on Tuesday, 22 August 2023. The following entity has failed to pay to ASX Limited the annual listing fees for the year ending 30 June 2024 and consequently will have its securities suspended from quotation immediately. The company has failed to pay to ASX the annual listing fees for the year ending 30 June 2024, and its securities are already suspended from quotation.

Shareholders in this company should consider crystallising a capital loss in 2023/24 by selling their shares. This process is now much easier and quicker. It can be achieved online by entering transaction details here. While, this usually makes good economic sense we recommend you seek professional advice before buying or selling securities, your accountant is probably the best person.

On 21 June 2023, the Administrators held concurrent meetings of the creditors of Red River and the RVR Subsidiaries. The Administrators have conducted a fulsome marketing campaign for the sale and / or recapitalisation of Red River and Hillgrove Mines, which resulted in one offer being advanced to final stages. This offer was subsequently withdrawn by its proponent. In the absence of any alternative proposal, the Administrators recommendation to creditors in our report to creditors dated 12 June 2023 was that: Red River execute a deed of company arrangement to seek proposals for the sale of the entity as a shell company, and Hillgrove Mines be placed into Liquidation. A further offer for the sale of Hillgrove Mines was received. Other offers may be imminent. Creditors resolved to adjourn the meetings (in respect of Red River and Hillgrove Mines only) for a period of up to 15 business days to allow adequate consideration and due diligence in respect of any offers received. The resolutions to adjourn those meetings was passed. The marketing campaign in respect of the assets held by Hebrides Resources and Forth Resources has resulted in: the sale of tenements held by Hebrides Resources, and no sale or offers for the single tenement held by Forth Resources. The Administrators recommendation to creditors in the Report and reiterated at the Meetings was that each entity be wound up and Liquidators appointed. Creditors resolved accordingly, and both have since been placed into Liquidation with Thomas Birch, Jeremy Nipps and Barry Wight appointed as Liquidators of each. A reconvened meeting of creditors will be held on or before 12 July 2023, where creditors of Red River and Hillgrove Mines will decide whether each company executes a deed of company arrangement (if applicable) or is placed into Liquidation.

The Recapitalisation Process was commenced by Argonaut PCF on 19 January 2023, with interested parties encouraged to explore a variety of acquisition structures, including (but not limited to) a corporate sale, restructure, ASX recapitalisation or asset sale. Currently the Recapitalisation Process is expected to run until March 2023, and it is the Administrators intention to provide a further update once the Recapitalisation Process concludes.

On 19 December 2022 Orders were granted in respect of each of the Red River Group. The Court Orders, among other matters discussed in this circular, have extended the Convening Period up to 30 June 2023 for each of the Red River Group. Orders to the effect of the above were sought from and granted by the Supreme Court of New South Wales on 19 December 2022 as part of the Court Orders, that Part 5.3A of the Act is to operate in relation to Red River as if section 443A(1) of the Act provides that if the property of Red River is insufficient to satisfy any of the debts and liabilities incurred by the Administrators arising out of, or in connection with, the Thalanga mine, the Administrators will not be personally liable to repay any of those debts or liabilities to the extent of that insufficiency.

The decision to appoint the Administrators was a decision made by the directors of Red River and not Trafigura due to the Directors' concerns that Red River was either insolvent, or was likely to become insolvent at some future time, and that, as at today's date, Trafigura has not sought to enforce its rights under the parent company guarantee issued by Red River in favour of Trafigura. While Trafigura did submit on 29 November 2022 an indicative non-binding term sheet outlining terms on which it was willing to consider providing forbearance of its claim under the Guarantee, the Directors believed this was not in a form capable of acceptance, or sufficiently advanced to be progressed to a form capable of acceptance, within the required timeframes to address the Directors' concerns about the Company's solvency.

Jeremy Joseph Nipps, Barry Wight and Thomas Birch of Cor Cordis have been appointed as administrators, joint and several, of Red River and its wholly owned subsidiaries Hillgrove Mines Pty Ltd. Red River announced the entering voluntary administration of its wholly owned subsidiary Cromarty Resources Pty Ltd, the owner and operator of the Thalanga Mine on 27 October 2022.

Red River's follow up drilling at Bakers Creek project has confirmed the initial discovery (0.45m @ 257 g/t Au in BKC008) reported in July that supported extensional mineralisation on the Little Reef Lode. Bakers Creek produced over 300,000 oz of gold at 50g/t (processed grade) prior to 1916. Results show good potential for defining a high-grade gold deposit at Bakers Creek making it a high priority target for follow-up drilling.

Strong gold results at Hillgrove's Eleanora-Garibaldi. The results will add confidence to the local interpretation of the Mineral Resource. Bakers Creek target is located 750m west of the recent Eleanora drilling RVR has completed two holes at Bakers Creek to follow up BKC008 (assays pending). RVR is completing an options study on Hillgrove which is expected in CY2023.

The Administrators rely on relief granted under ASIC Corporations (Externally "“ Administrated Bodies) Instrument 2015/251 which provides for the deferral of Financial Reporting obligations for a minimum period of 6 months from the date of appointment of Administrators and up to a maximum of 24 months if the Administration continues for longer than 6 months. Under the instrument all financial reporting obligations of the Company are deferred until at least 29 May 2023. The AGM of Red River is deferred until at least 2 months from the date that the financial reporting relief ceases.

The company lodges its Quarterly Activities Report for 30 September 2022.

The company will hold its AGM on Wednesday 30 November 2022 at 1:00 pm AEDT at Chartered Accountants Australia & New Zealand Level 18 600 Bourke Street MELBOURNE VICTORIA 3000.

The securities of Red River Resources Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of RVR, pending the release of an announcement regarding the Cromarty Resources Pty Ltd Voluntary Administration.

The securities of Red River Resources Limited will be reinstated to quotation immediately, following the release of an announcement by the Company.

The company has received commitments to raise $30 million through a two tranche placement. The placement proceeds, in combination with the company's current cash balance of $10 million, will fully fund the restart of the Thalanga Zinc Project in Queensland as well as providing a strong working capital balance.

The securities of Red River Resources Limited will be suspended from quotation immediately, at the request of the Company, pending the release of an announcement by the Company.

listed entity carried for record purposes only