Rise Gold Announces US$3.3 Million Financing
.
Rise Gold Announces US$3.3 Million Financing
July 22, 2020 – Grass Valley, California – Rise Gold Corp. (CSE: RISE, OTCQX: RYES) (the
“Corporation”) announces that it intends to raise up to US$3,300,000 through the issuance of up
to 4,400,000 units (each a “Unit ”) at a price of US$0.75 per Unit (~CDN$1.02 per Unit), with
each Unit comprising one share of common stock (a “ Share”) and one -half of one share
purchase warrant (the “Offering ”). Each whole warrant (a “Warrant ”) ent itles the holder to
acquire one Share at an exercise price of US $1.00 for a period of two years from the date of
issuance.
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 O ffering is 4,400,000 units for gross
proceeds of US$3,300,000. Assuming the Offering is fully subscribed, the Corporation plans to
allocate the gross proceeds of the Offering to: (i) engineering and exploration on its Idaho-
Maryland Gold Project (US$2,500,000) and (ii) general working capital (US$800,000).
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 unless 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 July 17, 2020 (the “ Record Date”)
- 2 -
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 Corporation 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 C DN$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 a pplicable 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 incorporated in Nevada, USA . The
Corporation’s principal asset is the historic past-producing Idaho-Maryland Gold Mine located in
Nevada County, California, USA. The Idaho- Maryland Gold Mine produced 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.
On behalf of the Board of Directors:
Benjamin Mossman
President, CEO and Director
Rise Gold Corp.
For further information, please contact:
RISE GOLD CORP.
333 Crown Point Circle, Suite 215
Grass Valley, CA, USA 95945
T: 530.433.0188
www.risegoldcorp.com
- 3 -
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”, “estim ate” and other similar words
or statements that certain events or conditions “may” or “will” occur.
Although the Corporation 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, the impact of the COVID -19 virus and
amendments to reporting and other appli cable requirements as a result thereof, obtaining all
necessary approvals, meeting expenditure and financing requirements, compliance with
environmental regulations, title matters, operating hazards, metal prices, political and economic
factors, competitiv e 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, performance 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.