Riley Gold Closes Oversubscribed Private Placement Including Lead Order from Kinross
Riley Gold Closes Oversubscribed Private
Placement Including Lead Order from Kinross
Vancouver, British Columbia--(Newsfile Corp. - April 3, 2024) -
Riley Gold Corp. (TSXV: RLYG)
(OTCQB: RLYGF)
("
Riley Gold
" or the "
Company
") is pleased to report it has closed its private
placement, as previously announced on March 14, 2024, and March 20, 2024.
Riley Gold has issued
10,000,000 units at C$0.15 per Unit ("
Unit
") for total gross proceeds of C$1,500,000 (the "
Private
Placement
").
Under the Private Placement, Kinross Gold Corporation subscribed for 2,217,815 Units, representing a
9.9% ownership interest in the Company on a partially diluted basis including share purchase warrants
(the "
Kinross Investment
"). Each Kinross Investment Unit is comprised of one common share of the
Company (a "
Share
") and one share purchase warrant (a
"Kinross
Warrant
").
Each Kinross Warrant
will entitle Kinross Gold Corporation to purchase for a period of sixty (60) months one additional Share
at an exercise price of C$0.25.
The remaining Private Placement Units are comprised of one Share and one share purchase warrant (a
"Warrant
").
Each Warrant will entitle the holder to purchase for a period of twenty-four (24) months one
additional Share at an exercise price of C$0.25.
The Private Placement included participation by insiders of the Company in the aggregate amount of
3,037,185 Units. The participation in the placement by these insiders constitutes a related party
transaction within the meaning of Policy 5.9 of the TSX Venture Exchange and Multilateral Instrument 61-
101 -
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
"). In connection with
the participation by the insiders, the Company relied upon the exemptions from the formal valuation and
minority shareholder approval requirements of MI 61-101 set forth in sections 5.5(a) and 5.7(1)(a) of MI
61-101 on the basis that the fair market value (as determined under MI 61-101) of the participation did
not exceed twenty-five percent of the market capitalization of the Company (as determined under MI 61-
101).
All securities issued under the Private Placement will be subject to a hold period of four months and one
day from the closing date.
In connection with the closing of the Private Placement, the Company paid
finders' fees totaling $25,568. The Private Placement and finders' fees are subject to regulatory
approval.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Todd Hilditch
Chief Executive Officer
Tel: (604) 443-3831
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
Cautionary statement regarding forward-looking information
This press release contains statements which constitute "forward-looking information" under
applicable Canadian securities laws, including statements regarding the completion of the Private
Placement as well as plans, intentions, beliefs and current expectations of the Company, its directors,
or its officers with respect to the future business activities of the Company. The words "may", "would",
"could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions, as
they relate to the Company, or its management, are intended to identify such forward-looking
information.
Although Riley Gold believes that the expectations reflected in these forward-looking
statements are reasonable, undue reliance should not be placed on them because Riley Gold can
give no assurance that they will prove to be correct.
Since forward-looking statements address future
events and conditions, by their very nature they involve inherent risks and uncertainties and the
Company's future business activities may differ materially from those in the forward-looking
information as a result of various factors, including, but not limited to, fluctuations in market prices,
successes of the operations of the Company, continued availability of capital and financing and
general economic, market or business conditions and the ability to obtain the requisite approvals of
the TSX Venture Exchange, or failure to meet other conditions to closing, to the transactions reflected
in this press release. The Private Placement and other transactions may not be completed at all if
these approvals are not obtained or some other condition to the closing is not satisfied.
Investors are
cautioned that any such forward-looking information is not a guarantee of future business activities
and involves risks and uncertainties. Additional information on these and other factors that could
affect Riley Gold operations and financial results are included in reports on file with Canadian
securities regulatory authorities and may be accessed through the SEDAR+ website
(
www.sedarplus.ca
). There can be no assurances that such information will prove accurate and,
therefore, readers are advised to rely on their own evaluation of such uncertainties. The Company
does not assume any obligation to update any forward-looking information except as required under
the applicable securities laws.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE
SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES.
ANY FAILURE TO COMPLY WITH THIS
RESTRICTION
MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/204039