Mr. Joseph Mullin reports
RISE GOLD CLOSES $3,000,000 FINANCING INCLUDING STRATEGIC INVESTOR EQUINOX PARTNERS
Rise Gold Corp. has closed the non-brokered private placement of units announced in its April 23, 2025, news release.
The company raised a total of $3-million (U.S.) through the sale of 36,585,361 units at a price of 8.2 U.S. cents per unit. Each unit consists of one share of common stock and one-half of a common share purchase warrant. Each warrant entitles the holder to purchase an additional share of the company at an exercise price of 15 U.S. cents within three years of closing.
The company has paid finders' fees in accordance with Canadian Securities Exchange policies of $3,000 (U.S.) and issued a total of 36,585 finder warrants, with each finder warrant entitling the holder to acquire one share at a price of 15 cents until May 8, 2028.
Rise would like to thank each of the subscribers who participated in this private placement to support the company's efforts to unlock the value of the historic Idaho-Maryland-Brunswick (IM) mine. The IM mine produced 2.4 million ounces at a mill grade of 17 grams per tonne from the 1860s to 1956. Production peaked at 121,000 ounces in 1940 at 12.9 grams per tonne before a worker strike in 1941 and forced closure by the War Department in 1942. The owner of the IM mine had been in the process of doubling production throughput when the government forced the mine to close to reallocate resources to the war effort.
The company would like to thank especially Equinox Partners, which invested $1.5-million (U.S.) in this private placement and now owns 19.8 per cent of the company on an undiluted basis. Equinox Partners has a 25-year record investing in precious metals and other resource sectors. Myrmikan Gold Fund also participated, investing $532,208 (U.S.).
Joe Mullin, president and chief executive officer, stated: "We are pleased to have Equinox make this investment in Rise Gold, initiating a strategic relationship that will contribute to the reopening of the Idaho-Maryland mine."
The company also announces that it has renegotiated its debt agreement with Eridanus Capital LLC previously announced in its Sept. 3, 2019, news release. Eridanus is an affiliate of Myrmikan Capital LLC, which operates in the gold and silver junior mining sector. Eridanus has agreed to extend the maturity date of the loan to Sept. 4, 2027, and to reduce the interest rate to 15 per cent for the duration of the debt facility.
Certain directors and officers of Rise Gold, directly, through entities controlled by them, or through entities for which they exercise control or direction over investment decisions, purchased an aggregate of 9,904,196 units for gross proceeds of $812,144 (U.S.). The participation of these directors and officers in the private placement constitutes a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Rise Gold is relying on exemptions from the formal valuation requirements of Section 5.4 of MI 61-101 and minority shareholder approval requirements of Section 5.6 of MI 61-101. As the fair market value of the related parties' participation is not more than 25 per cent of Rise Gold's market capitalization, the related party transaction is exempt from the formal valuation requirements pursuant to Subsection 5.5(a) of MI 61-101 and from the minority approval requirements pursuant to Subsection 5.7(1)(a) of MI 61-101. 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 closing as the extent of related party participation in the private placement was not known until shortly prior to the closing.
All securities issued pursuant to the financing are subject to statutory hold periods in accordance with applicable U.S. and Canadian securities laws. Under Canadian securities laws, the securities are subject to a hold period expiring on Sept. 9, 2025. Rise Gold will use the proceeds from the financing for general working capital, debt repayment and settlement of related party fees.
About Rise Gold Corp.
Rise Gold is an exploration-stage mining company incorporated in Nevada, United States. The company's principal asset is the historic past-producing Idaho-Maryland gold mine located in Nevada county, California, United States.
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