Rise Gold Announces Financing of C$2.0 million
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Rise Gold Announces Financing of C$2.0 million
February 15, 2019 – Vancouver, British Columbia – Rise Gold Corp. (CSE: RISE , OTCQB:
RYES) (“Rise Gold”) announces that it intends to raise up to C$2.0 million through the issuance
of up to 20,000,000 units (each a “Unit ”) at a price of C$ 0.10 per Unit, with each Unit
comprising one share of common stock (a “ Share”) and one-half of one share purchase warrant
(the “Private Placement”). Each whole warrant (a “Warrant”) entitles the holder to acquire one
Share at an exercise price of C$0.13 for a period of two years from the date of issuance.
Rise Gold is pleased to announce that Yamana Gold Inc. (TSX: YRI; NYSE: AUY) (“Yamana”)
through its wholly-owned subsidiary, Meridian Jerritt Canyon Corp. (the “Acquiror”) , has
agreed to purchase 10,000,000 Units for proceeds of C$1.0 million (the “ Committed Funds”).
Yamana’s investment in the Private Placement is conditional upon the Private Placement being
completed for minimum gross proceeds of C$1.8 million, including the Committed Funds.
Yamana is a Canadian -based gold producer with significant gold production, gold development
stage properties, exploration properties, and land positions throughout the Americas including
Canada, Brazil, Chile and Argentina.
The Committed Funds are being advanced to Rise Gold prior to the closing of the Private
Placement p ursuant to the terms of a secured convertible debenture (the “ Debenture”). The
Debenture has a term of six month s and an annual interest rate of 12%, calculated and
compounded monthly, payable in cash or Units at Yamana’s option, except as described below.
The principal amount of the Debenture and any accrued interest thereon is convertibl e into Units
at a conversion price of C$0.10 per Unit (the “ Conversion Price”) at any time in the sole
discretion of the Acquiror. In addition, the principal amount of the Debenture will automatically
be converted into Units at the Conversion Price if, during the term of the Debenture, Rise Gold is
able to raise proceeds of C$800,000 under the Private Placement from investors other than
Yamana. Assuming that the Debenture is held to maturity, if the total principal amount of the
Debenture and any accrued interest thereon is converted into Units, the Acquiror will receive up
to 10,615,200 Shares and 5,307,600 Warrants.
Assuming that the Debenture is held to maturity and converted in accordance with its terms, the
Acquiror wil l own an aggregate of up to 28,115,200 Shares and warrants to purchase an
aggregate of 1 4,057,600 Shares, representing approximately 17.95% of Rise Gold’s issued and
outstanding Shares on a non-diluted basis, and approximately 24.71 % of Rise Gold’s issued and
outstanding Shares on a partially diluted basis, assuming the exercise of the warrants held by the
Acquiror. Prior to the issuance of the Debenture, the Acquiror owned 17,500,000 Shares and
warrants to purchase an aggregate of 8,750,000 Shares , representing approximately 11.99% of
Rise Gold’s issued and outstanding Shares on a non-diluted basis, and approximately 16.96 % of
Rise Gold’s issued and outstanding Shares on a partially diluted basis, assuming the exercise of
the warrants held by the Acquiror.
Yamana is an insider of Rise Gold by virtue of its shareholdings, and as a result, the transactions
with Rise Gold constitute a “related party transaction” under Multilateral Instrument 61 -101
Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The related
party transaction is exempt from the formal valuation requirements of Section 5.4 of MI 61-101
pursuant to subsection 5.5(a) of MI 61-101, and exempt from the minority approval requirements
of Section 5.6 of MI 61-101 pursuant to subsection 5.7(1)(a) of MI 61-101 as the fair market
value of the transactions do not exceed 25% of the Rise Gold’s market capitalization. A material
change report as contemplated by the related party transaction requirements under MI 61 -101
was not filed more than 21 days prior to the proposed closing of the Debenture financing, as the
funds to be advanced are presently required to meet Rise Gold's anticipated short -term cash and
project requirements.
All securities issued pursuant to the Private Placement will be subject to statutory hold periods in
accordance with applicable United States and Canadian securities laws. Rise Gold will use the
proceeds from the Private Placement for the advancement of its Idaho -Maryland Gold Project
and for general working capital.
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 a n applicable exemption from the registration
requirements of the U.S. Securities Act and applicable state securities laws.
While the Acquiror currently has no plans or intentions with respect to the Rise Gold securities,
the Acquiror may develop such plans or intentions in the future and, at such time, may from time
to time acquire additional securities, dispose of some or all of the existing or additional securities
or may continue to hold the S hares, warrants or other securities of Rise Gold based on market
conditions, general economic and industry conditions, trading prices of Rise Gold’s securities,
Rise Gold’s business, financial condition and prospects and/or other relevant factors.
A copy of the early warning report filed by the Acquiror will be available under Rise Gold’s
profile on SEDAR at www.sedar.com or by contacting Sofia Tsakos, Senior Vice President,
General Counsel and Corporate Secretary at 416-815-0220. The Acquiror’s head office is located
at Royal Bank Plaza, North Tower, 200 Bay Street, Suite 2200, Toronto, ON, M5J 2J3.
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 grad e 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 such 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 relat ed 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 factor s, competitive factors, general economic
conditions, relationships with vendors and strategic partners, governmental regulation and
supervision, seasonality, technological change, industry practices, and one -time events that may
cause actual results, perfo rmance or developments to differ materially from those contained 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.