Rye Patch Gold Corp.

Published : June 02nd, 2016

Rye Patch Announces Cdn$40 Million Private Placement of Subscription Receipts to fund Florida Canyon Gold Mine Acquisition

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Keywords :   Capital Markets | Gold Mine | Lead | Standard |

Rye Patch Announces Cdn$40 Million Private Placement of Subscription Receipts to fund Florida Canyon Gold Mine Acquisition

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES

Vancouver, British Columbia, June 2, 2016 - Rye Patch Gold Corp. (TSX.V: RPM; OTCQX: RPMGF; FWB: 5TN) (the 'Company' or 'Rye Patch') is pleased to announce that, further to the previously announced engagement of Macquarie Capital Markets Canada Ltd. and Canaccord Genuity Corp. (the 'Lead Agents') with respect to a proposed equity financing, a syndicate of agents (the 'Agents'), co-led by the Lead Agents, and including Dundee Securities Ltd. and GMP Securities L.P., will act as agents in connection with a best efforts brokered private placement of 182,000,000 subscription receipts of the Company (the 'Subscription Receipts') at a price of Cdn$0.22 per Subscription Receipt for gross proceeds of Cdn$40,040,000 (the 'Offering').

The Company has also granted the Agents an option (the 'Agents' Option'), exercisable in whole or in part at any time prior to the closing of the Offering, to sell as agent an additional 45,500,000 Subscription Receipts at Cdn$0.22 per Subscription Receipt for total additional aggregate gross proceeds of up to Cdn$10,010,000 on the same terms and conditions as the Offering. Potential aggregate gross proceeds from the sale of Subscription Receipts under the Offering and the Agents' Option (collectively, the 'Offering') would be Cdn$50,050,000.

The net proceeds from the Offering will be used to finance, in part, the purchase price under the Company's agreement (the 'Acquisition Agreement') to acquire 100% ownership of the Florida Canyon gold mine (with the Standard gold mine) located in Pershing County, Nevada and related assets (the 'Acquisition') announced in its news release of May 25, 2016, as well as certain working capital and corporate requirements needed to redevelop and expand the Florida Canyon gold mine. Closing of the Acquisition is anticipated to occur on or before July 31, 2016, subject to regulatory approvals and satisfying conditions of closing under the Acquisition Agreement. Conditions in the Company's favour include completion of a credit facility for not less than US$25 million (the Company has a previously announced commitment letter for a US$27 million credit facility from Macquarie Bank Limited (the 'Credit Facility')) and completion of an equity financing of not less than US$30 million (which completion of the Offering will satisfy).

Each Subscription Receipt will entitle the holder to receive one common share of Rye Patch (a 'Common Share'), without additional payment or further action on the part of the holder, when all conditions precedent to the completion of the Acquisition, the Credit Facility, and the Offering are satisfied or waived by the applicable parties. The gross proceeds from the Offering will be held in escrow pending satisfaction or waiver of these conditions precedent. If the conversion of the Subscription Receipts does not occur before 5 p.m. (Vancouver time) on August 31, 2016 (except as extended with the consent of the Lead Agents) or if the Acquisition Agreement is terminated at any earlier time, the holders of the Subscription Receipts will be entitled to a return of their full subscription price and their pro rata entitlement to the interest earned on the escrowed funds.

The Subscription Receipts will be offered on a private placement basis in all provinces of Canada and elsewhere pursuant to available prospectus exemptions under applicable securities laws. The Subscription Receipts and the underlying Common Shares will be subject to a customary four‑month hold period under Canadian securities laws.

The securities referred to in this news release 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 applicable securities laws of any state of the United States, and may not be offered or sold within the United States unless registered under the U.S. Securities Act and any other applicable securities laws of the United States or an exemption from such registration requirements is available. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within any jurisdiction, including the United States.

In connection with the Offering, the Agents will be entitled to receive a 5% commission on the gross proceeds of the sale of the Subscription Receipts payable upon the closing of the Acquisition (other than certain amounts payable on retail selling concessions and selling dealer group member sales to be paid on closing of the Offering). In addition, upon closing of the Acquisition, the Company has agreed to issue the Agents broker warrants entitling them to acquire that number of Subscription Receipts equal to 5% of the Subscription Receipts sold pursuant to the Offering on the same terms and conditions as the Subscription Receipts at an exercise price of Cdn$0.22 per Subscription Receipt for 24 months following closing of the Acquisition.

The Offering and related transactions are subject to the approval of the TSX Venture Exchange.

This news release contains forward-looking statements relating to the timing and completion of the Offering, the Acquisition Agreement, the Credit Facility and future plans and objectives of the Company, future events and conditions and other statements that are not historical facts, all of which are subject to various risks and uncertainties. The Company's actual results, programs and financial position could differ materially from those anticipated in such forward-looking statements as a result of numerous factors, some of which may be beyond the Company's control. These factors include the failure of the Company to satisfy the conditions of the Offering or in the Acquisition Agreement or the Credit Facility and general market and industry conditions.

Forward-looking statements are based on the expectations and opinions of the Company's management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. As a result, the Company cannot guarantee that the Offering, the Acquisition Agreement and the Credit Facility and related transactions will be completed on the terms and within the time disclosed herein or at all.

Neither 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.

Read the rest of the article at www.publicnow.com

Rye Patch Gold Corp.

EXPLORATION STAGE
CODE : RPM.V
ISIN : CA7837271005
CUSIP : 783727 10 0
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Rye Patch Gold is a gold exploration company based in Canada.

Rye Patch Gold holds various exploration projects in USA.

Its main exploration properties are LINCOLN HILL, JESSUP, WILCO, GARDEN GATE PASS and GOLD RIDGE NEVADA in USA.

Rye Patch Gold is listed in Canada. Its market capitalisation is CA$ 410.5 millions as of today (US$ 318.7 millions, € 273.4 millions).

Its stock quote reached its lowest recent point on February 20, 2009 at CA$ 0.10, and its highest recent level on January 19, 2018 at CA$ 1.66.

Rye Patch Gold has 387 300 000 shares outstanding.

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Financings of Rye Patch Gold Corp.
12/24/2009Closes First Tranche Of Private Placement
12/15/2009Announces Private Placement
12/15/2008Announces Private Placement
5/16/2008Rye Patch Announces Follow-Up Private Placement
5/16/2008Rye Patch Closes $1.25 Million Private Placement
Option Grants of Rye Patch Gold Corp.
6/11/2008Grants Stock Options
Nominations of Rye Patch Gold Corp.
10/22/2007Hires Manager Of Investor Relations
Project news of Rye Patch Gold Corp.
2/14/2014Discusses Exploration Programs And Budget For 2014
12/31/2013Coeur Rochester Mine Royalty Starts At Midnight
8/6/2013Quantifies 3.4% NSR Coeur Rochester Mine Royalty
5/9/2013(Lincoln Hill)Reports Lincoln Hill Exploration Update
5/8/2013Reports LH Claims Exploration Results
2/21/2013Expands Mystic And South Packard Pediment Silver-Gold Zones ...
10/1/2012Rye Patch Updates Gold Exploration Along the Cortez Trend
9/17/2012Rye Patch Announces Updated Gold and Silver Resources Within...
9/17/2012Rye Patch Announces Updated Gold and Silver Resources Within...
9/17/2012(Lincoln Hill)Announces Updated Gold and Silver Resources Within an Open P...
7/10/2012Rye Patch Intersects More Gold and Silver on the LH Claims
6/29/2012Rye Patch Leases Additional Land on the Rochester Project
6/27/2012Rye Patch Announces 1=2E28 Million ozs ofGold in the Measure...
5/30/2012(Garden Gate Pass)Starts Drilling at Garden Gate Pass
2/22/2012s Exploration Progress on Rochester Project
2/21/2012(Garden Gate Pass)Garden Gate Pass Project on Major Discovery Trend
2/1/2012(Gold Ridge Nevada)Reports Gold And Silver Assays From Gold Ridge
1/24/2012Stakes More Claims And Starts Drilling At Rochester
1/9/2012Makes New Gold and Silver Discoveries on the Rochester Prope...
1/6/2012(Garden Gate Pass)Bill Howald interviewed by Smallcappower.com regarding the r...
12/8/2011(Lincoln Hill)Announces Results of 2011 Lincoln Hill Drill Program
12/5/2011Expands Oreana Trend Holdings Stakes Mining Claims On Existi...
10/3/2011(Lincoln Hill)Finds New High-Grade Gold And Silver Zones At Lincoln Hill
9/13/2011(Garden Gate Pass)is Drilling at Garden Gate Pass Project
8/9/2011(Garden Gate Pass)is Ready to Drill Garden Gate Pass Project
7/27/2011(Wilco)Reports Metallurgical Results From Wilco
6/2/2011(Wilco)Drills Thick Gold Zone at Wilco
5/25/2011(Lincoln Hill)Starts Drilling on Jefferson Zone at Lincoln Hill
5/16/2011Resource Clips: Rye Patch Works Toward Eight Million Nevada ...
5/9/2011(Wilco)Extends North Basin High-Grade Zone At Wilco
4/20/2011(Jessup)Adds Jessup to 2011 Program and Budget
3/3/2011(Wilco)Drills More High-Grade Gold at Wilco
2/17/2011(Wilco)Announces 2011 Programs and Budgets for Nevada Portfolio
2/17/2011(Jessup)Announces 2011 Programs and Budgets for Nevada Portfolio
2/17/2011(Gold Ridge Nevada)Announces 2011 Programs and Budgets for Nevada Portfolio
2/8/2011(Lincoln Hill)Drills Thick Zones of Gold and Silver at Gold Ridge
1/25/2011(Wilco)Continues Drilling Success at Wilco
1/12/2011(Lincoln Hill)Drills New Gold and Silver Zone on Lincoln Hill
8/11/2010(Lincoln Hill)Identifies New Gold Target Along The Oreana Trend
6/30/2010(Lincoln Hill)Files Technical Report on Lincoln Hill Resource
6/7/2010(Wilco)Drills 44.5 G/T Au and 36.3 G/T Ag over 1.5 Metres at Wilco
12/10/2009(Lincoln Hill)Drills 21.19 g/t Gold Over 7.0 Metres At Lincoln Hill
11/13/2009(Lincoln Hill)Drills 15.2 G/T Gold And 308 G/T Silver Over 3 Metres At Lin...
6/11/2009(Lincoln Hill)Plans Program for High-Grade Gold at Lincoln Hill Project
6/2/2009(Jessup)Jessup Gold and Silver Resource Estimate
11/25/2008(Wilco)Drills 38.1 Metres Grading 2.61 G/T Au In New Target At Wilc...
11/12/2008(Jessup)Drills 7.6 Metres Grading 9.19 G/T Au At Jessup
6/17/2008(Wilco)Begins 2008 Drilling on Wilco Project to Expand Known Gold R...
5/12/2008(Wilco)Outlines Oxide Characteristics Of Wilco Resource
3/27/2008(Jessup)Extends Gold Mineralization At The Jessup Resource Project
3/12/2008(Lincoln Hill)Discusses Progress At The Lincoln Hill/Gold Ridge Project
1/9/2008(Wilco)Drills 176 Feet Of 0.030 Opt Gold At Wilco Discovery
Corporate news of Rye Patch Gold Corp.
7/29/2016Rye Patch Announces Acquisition of the Florida Canyon Gold M...
7/9/2016Rye Patch Announces Filing of NI 43-101 Technical Report on ...
6/16/2016Rye Patch Announces Completion of Cdn$49.1 Million Private P...
6/2/2016Rye Patch Announces Cdn$40 Million Private Placement of Subs...
5/25/2016Rye Patch Signs Agreement to Acquire Florida Canyon Gold Min...
1/14/2016Rye Patch Stakes claims along Gold Ridge-Florida Canyon tren...
12/18/2015Rye Patch Amends Patty Agreement with Barrick and Provides U...
12/15/2015Caesars Report's Thibaut Lepouttre Interviewed by The Gold R...
10/29/2015Rye Patch receives $1,462,300 quarterly royalty payment
10/28/2015Rye Patch Begins Drilling Within the Lincoln Hill Resource C...
10/19/2015U.S. Global Investors' Frank Holmes and Ralph Aldis Intervie...
9/15/2015Rye Patch Completes Metallurgical Drill Program at Lincoln H...
8/28/2015Rye Patch Gold Grants Stock Options
8/11/2015Rye Patch Arbitrates Q1 2014 Royalty Payment with Coeur
7/16/2015Rye Patch receives $1,490,000 quarterly royalty payment
7/9/2015Rye Patch Purchased and Cancelled 923,500 Common Shares in Q...
4/16/2015Rye Patch Receives $1,850,000 Quarterly Royalty Payment
4/9/2015Rye Patch Completes Land Purchase at Lincoln Hill
4/9/2015Rye Patch Hires Lincoln Hill Project Team
4/7/2015Rye Patch Completes Land Purchase at Lincoln Hill
4/2/2015Rye Patch Adds to Oreana Land Position
3/18/2015Rye Patch Drilling Targets World Class Cortez Gold Trend
3/3/2015Rye Patch Gold Buys Strategic Private Surface and Mineral Es...
3/2/2015Rye Patch Gold Appoints Tony Wood as Chief Financial Officer
2/10/2015Rye Patch Gold 2015 - Funded and Active
11/25/2014Rye Patch Updates Investors On Receipt Of Cash From Royalty
11/24/2014Rye Patch Drills High-Grade Structural Zones At Lincoln Hill
10/15/2014Rye Patch Drills High-Grade Gold At Wilco
10/6/2014Rye Patch Clarifies MD&A and Technical Disclosure
9/17/2014Rye Patch Appoints Buffington to Board of Directors
9/15/2014Rye Patch Drills 1.24 g/t AuEq Over 19.8m at Its Gold Ridge ...
9/8/2014Rye Patch Appoints VP Corporate Development
8/21/2014Rye Patch Gold Announces Stock Options Extensions
7/23/2014Rye Patch Gold Grants Stock Options
7/3/2014Rye Patch Announces Filing of Technical Report for Lincoln H...
5/28/2014Rye Patch Reports Drilling Starts at Lincoln Hill
5/21/2014Rye Patch Announces Lincoln Hill Preliminary Economic Assess...
5/9/2014Rye Patch Gold Appoints New Chairman
12/11/2013(Lincoln Hill)Receives Positive Metallurgical Results From Lincoln Hill
7/12/2013Grants Stock Options
6/25/2013And Coeur Reach Settlement On LH Claim Legal Dispute
6/3/2013Reports Expansion Of Goldridge Gold/Silver Zone
11/6/2012Rye Patch Updates Rochester Project Resources Based on Coeur...
11/6/2012s Rochester Project Resources Based on Coeur d'Alene's Recen...
10/26/2012Receives New Trial Date From Sixth District Court
10/16/2012Rye Patch Receives Court Order Granting Coeur's Motion to Po...
10/16/2012Receives Court Order Granting Coeur's Motion to Postpone
10/1/2012s Gold Exploration Along the Cortez Trend
8/16/2012Rye Patch Gold Announces Amended Non-Brokered Private Placem...
8/15/2012Rye Patch Updates Status of Lawsuit Against Coeur Rochester,...
8/6/2012Rye Patch Stakes More Mineral Claims at Rochester and Packar...
5/30/2012Mid-Day Breaking News From Gold Canyon and Rye Patch
5/29/2012Drills Significant Gold And Silver Zones On The LH Claims
3/12/2012Files Motion for Restraining Order Against Coeur d'Alene Min...
2/15/2012Rye Patch Gold Achieves #6 Ranking on the 2012 TSX Venture 5...
1/16/2012Added To S&P/Tsx-V Index
1/10/2012Bill Howald discusses the latest Rochester Press Release wit...
1/5/2012Cuts Lower Plate Carbonates, Carlin-Style Alteration, and El...
12/21/2011Granted Access To The LH Claims
12/17/2011s Court Proceedings
9/8/2011Barrick's New Multi-Million Ounce Discovery at Cortez (Nevad...
8/25/2011Jay Taylor writes up Rye Patch Gold Corp.
2/17/2011Announces 2011 Programs and Budgets for Nevada Portfolio
7/28/2010Leases Wilco Geothermal Rights
6/23/2010Ubika Research Initiates Coverage on Rye Patch Gold Corp.
2/26/2010has been added to GoldMinerPulse.com
2/10/2010Executes Definitive Agreement with Centerra Gold (U.S.) Inc....
10/21/2009Coverage in the Gold Newsletter
11/28/2008Announces Release Of Previously Escrowed Securities
11/4/2008TSX Venture Exchange Advances Rye Patch Gold To Tier 1 Statu...
9/24/2008Drills 25 Feet Grading 2.2 Ounces/Ton Au at Lincoln Hill
9/17/2008Drills 45.7 Metres Grading 1.34 G/T Au At Wilco
8/19/2008Reports Lincoln Hill - Gold Ridge Drilling Complete
7/29/2008Reports On The Wilco Drill Program
7/10/2008Begins Drilling On Lincoln Hill And Gold Ridge
5/29/2008Confirms Ridge Gold/Silver Anomaly On Lincoln Hill
5/28/2008to be featured on CEO Clips airing on BNN
4/30/2008Increases Wilco Gold Resource
4/3/2008 Retains Renmark Financial Communications
2/28/2008Releases Project Programs And Budgets For 2008
2/6/2008Options Cortez Trend Gold Play From Barrick
11/19/2007Acquires Rights to Lincoln Hill Property, Nevada and Consoli...
10/17/2007Expands Section Line Discovery on Wilco Project
10/3/2007Completes Acquisition Of The Jessup Project, Nevada From Mid...
9/25/2007Drills 21 Metres of 2.74 g/t Gold New Gold Zone on Wilco Pro...
9/6/2007Doubles Wilco Gold Resource
8/21/2007Acquiring The Jessup Project, Nevada From Midway Gold Corp.
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TSX-V (RPM.V)
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