VANCOUVER, BRITISH COLUMBIA–(Marketwired – Nov. 9, 2016) –
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
Rise Resources Inc. (CSE:UPP)(OTC PINK:RYES) (“Rise” or the “Company”) is pleased to announce that the due diligence work on the United States property acquisition announced on October 6, 2016 is underway. The Company has hired U.S. legal and professional land services firms to conduct title and legal searches on the property, and anticipates this work to be complete on or before November 30, 2016. As described in the Company’s October 6, 2016 news release, the Company has arranged the purchase of a substantial area of private land in the United States which hosts a significant historic gold mine, and plans to release further details regarding the project upon closing of the transaction.
In addition, and further to the aforementioned news release, Rise wishes to announce that it has decided to expand the scope of its ongoing non-brokered $0.20 unit private placement (the “Private Placement”) to include existing shareholders of the Company under the provisions of BC Instrument 45-354 and similar instruments in other jurisdictions of Canada (the “Existing Shareholder Exemption”) and new investors under Multilateral CSA Notice 45-318 (“CSA 45-318”) and the corresponding instruments, orders and rules implementing CSA 45-318 in the participating jurisdictions, including BC Instrument 45-536 (the “Investment Dealer Exemption”).
The Company has set November 8, 2016 as the record date for the purpose of determining shareholders entitled to participate in the Private Placement in reliance on the Existing Shareholder Exemption, and qualifying shareholders who wish to participate should contact the Company using the information set forth below. The Existing Shareholder Exemption limits shareholders to a maximum investment of $15,000 every 12 months unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. If Rise receives subscriptions from investors relying on the Existing Shareholder Exemption exceeding the maximum offering amount, the Company will allocate the units pro-rata among all such investors.
In order for the Company to rely on the Investment Dealer Exemption, each investor must purchase the shares as principal and obtain advice regarding the suitability of the investment from a person that is registered as an investment dealer in the jurisdiction in which the investor is resident.
In connection with these developments, Rise has also agreed to increase the size of the transferable share purchase warrant underlying each unit issuable in the Private Placement from a half warrant to a full warrant, with the result that the Private Placement now consists of up to 17,500,000 units at a price of $0.20 per unit for gross proceeds of up to $3,500,000, with each unit comprised of one share of the Company’s common stock and one share purchase warrant exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance. There is no minimum subscription amount. Rise expects to use US$2,000,000 of the proceeds for the purchase of the private land in the United States as described above, $350,000 to complete an NI 43-101-compliant technical report on the property, and the balance of the funds for general working capital purposes.
In addition to the Existing Shareholder Exemption and Investment Dealer Exemption, Rise plans to conduct the Private Placement in reliance on other available exemptions from the prospectus requirements of applicable securities legislation, including sales to accredited investors and close personal friends and business associates of directors and officers of the Company. All securities issued in connection with the Private Placement, including any finder’s warrants, will be subject to statutory hold periods in accordance with applicable United States and Canadian securities laws for a minimum of six months.
There is no material fact or material change about the Company that has not been generally disclosed.
This press release does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States. The securities referenced herein have not been and will not be 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 in the United States except in compliance with one or more exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws.
About Rise Resources Inc.
Rise is a mineral exploration company. The Company’s focus is on advanced mineral projects with demonstrated continuity and the majority of their value in precious metals. Rise also has several exploration properties in British Columbia, Canada which it is evaluating. Rise was incorporated in Nevada, USA in 2007 and maintains its head office in Vancouver, British Columbia, Canada.
On behalf of the Board of Directors:
Benjamin Mossman, CEO and Director
Rise Resources Inc.
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. In particular, forward-looking statements in this press release include, but are not limited to, statements with respect to the acquisition of the property, the completion of the Private Placement and the use of proceeds therefrom.
Although the Company 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, expenditure and financing requirements, title matters, operating hazards, metal prices, political and economic factors, 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, 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.