Rise Gold Announces Existing Shareholder Exemption for Financing
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Rise Gold Announces Existing Shareholder Exemption for Financing
February 20, 2019 – Vancouver, British Columbia – Rise Gold Corp. (CSE: RISE , OTCQB:
RYES) (“ Rise Gold”) announces that further to its news release dated February 15, 2019
announcing its intention to raise up to C$2.0 million through the issuance of up to 20,000,000
units at a price of C$0.10 per Unit, with each Unit comprising one share of common stock and
one-half of one share purchase warrant (the “ Offering”), the Corporation wishes to make
additional Canadian prospectus exemptions available for wider participation by investors in the
Offering.
The Offering will be conducted pursuant to available prospectus exemptions including sales to
accredited investors, family members, close friends and business associates of directors and
officers of the Corporation, to purchasers who have obtained suitability advice from a registered
investment dealer pursuant to the exemption set out in BC Instrument 45 -536 (Exemption from
prospectus requirement for certain distributions through an investment dealer) (the “Investment
Dealer Exemption”) and to existing shareholders of the Corporation pursuant to the exemption
set out in British Columbia Securities Commission BC Instrument 45 - 534 ( Exemption from
prospectus requirement for certain trades to existing security holders ) (the “ Existing
Shareholder Exemption”).
There is no minimum Offering size and the maximum offering is 2 0,000,000 units for gross
proceeds of $2,000,000. Assuming the Offering is fully subscribed, the Corporation plans to
allocate the gross proceeds of the Offering to: (i) exploration on its Idaho-Maryland Gold Project
($1,800,000) and (ii) general working capital ($200,000).
If the Offering is not fully subscribed, the Corporation will apply the proceeds to the above uses
in priority and in such proportions as the Board of Directors and management of the Corporation
determine is in the best interests of the Corporation. Although the Corporation intends to use the
proceeds of the Offering as described above, the actual allocation of proceeds may vary from the
uses set out above depending on future operations, events or opportunities.
If the Offering is over -subscribed, subscriptions will be accepted at the discretion of the
Corporation; therefore, it is possible that a subscriber’s subscription may not be accepted by the
Corporation even though it is received within the Offering period u nless the Corporation
determines to increase the size of the Offering.
The Existing Shareholder Exemption is available to shareholders residing in all Canadian
jurisdictions. Shareholders of record of the Corporation as at February 15, 2019 (the “ Record
Date”) are eligible to participate under the Existing Shareholder Exemption. To rely upon the
Existing Shareholder Exemption, the subscriber must: a) have been a shareholder of the
Corporation on the Record Date and continue to hold shares of the Corporati on until the date of
closing of the Offering, b) be purchasing the Shares as a principal and for their own account and
not for any other party, and c) may not subscribe for more than $15,000 of securities from the
Corporation in any 12 month period unless they have first received advice from a registered
investment dealer regarding the suitability of the investment. Existing shareholders interested in
participating in the Offering should consult their investment advisor or the Corporation directly.
In accordance with the requirements of the Existing Shareholder Exemption and the Investment
Dealer Exemption, the Corporation confirms there is no material fact or material change related
to the Corporation which has not been generally disclosed.
The Offering ma y be closed in one or more tranches as subscriptions are received. There is no
minimum subscription amount.
All securities issued pursuant to the Offering will be subject to statutory hold periods in
accordance with applicable United States and Canadian securities laws.
The securities offered have not been registered under the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold
absent registration or compliance with an applicable exemption from the registration
requirements of the U.S. Securities Act and applicable state securities laws.
About Rise Gold Corp.
Rise Gold is an exploration- stage mining company. Rise Gold ’s principal asset is the historic
past-producing Idaho -Maryland Gold Mine located in Nevada County, California, USA. The
Idaho-Maryland Gold Mine is a past producing gold mine with total past production of 2,414,000
oz of gold at an average mill head grade of 17 gpt gold from 1866- 1955. Historic production at
the Idaho-Maryland Mine is disclosed in the Technical Report on the Idaho- Maryland Project
dated June 1st, 2017 and available on www.sedar.com. Rise Gold is incorporated in Nevada,
USA and maintains its head office in Vancouver, British Columbia, Canada.
On behalf of the Board of Directors:
Benjamin Mossman
President, CEO and Director
Rise Gold Corp.
For further information, please contact:
RISE GOLD CORP.
Suite 650, 669 Howe Street
Vancouver, BC V6C 0B4
T: 604.260.4577
www.risegoldcorp.com
The CSE has not reviewed, approved or disapproved the contents of this news release.
Forward-Looking Statements
This press release contains certain forward -looking statements within the meaning of applicable
securities laws. Forward -looking statements are frequently characterized by words s uch as
“plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words
or statements that certain events or conditions “may” or “will” occur.
Although Rise Gold believes that the expectations reflected in the forward -looking statements
are reasonable, there can be no assurance that such expectations will prove to be correct. Such
forward-looking statements are subject to risks, uncertainties and assumptions related to certain
factors including, without limitation, obtaining all necessary approvals, meeting expenditure and
financing requirements, compliance with environmental regulations, title matters, operating
hazards, metal prices, political and economic factors, competitive factors, general economic
conditions, relat ionships with vendors and strategic partners, governmental regulation and
supervision, seasonality, technological change, industry practices, and one -time events that may
cause actual results, performance or developments to differ materially from those con tained in
the forward -looking statements. Accordingly, readers should not place undue reliance on
forward-looking statements and information contained in this release. Rise undertakes no
obligation to update forward-looking statements or information except as required by law.