Rise Gold Corp ‐ Private Placement

Available to Accredited Investors Only

To Participate in This Private Placement

Please contact the Company by phone or email regarding your interest to participate as in the private placement.

T: (604) 260-4577
info@risegoldcorp.com

Upcoming Exploration Program

Rise Gold Corp. is commencing exploration diamond drilling at the Idaho-Maryland Gold Project. The Idaho-Maryland Mine is one of the United States greatest past producing gold mines and produced 2,414,000 oz of gold at an average mill head grade of 17gpt gold. The mine was forced to close at peak production in 1942 by the US government. Limited mining recommenced after WWII but the fixed price of gold at $35 per oz and high inflation resulting in the mines final closure in 1956.

The upcoming drill program will test the #1 Vein exploration target. Historical production from the #1 Vein was 935,000 oz gold with an average mill head grade of 39gpt gold. On the lowest level of mining on the #1 Vein (I2400 Level), channel samples up to 481 gpt over 1.2 m, 142 gpt / 2.5 m, and 21 gpt / 4.5 m were  taken by the historic mine operator.

En-route to the #1 Vein target, each drill hole will also test the 52 Vein area where extensive quartz veining and quartz stock work was discovered in 1949. Historic drill intercepts in the area include drill hole I2400-31 which assayed 16.5gpt over 9.1m and Drill hole I2400-30 which assayed 5.4gpt over 13.3m and 4.1gpt over 6.1m.

Details of the Idaho-Maryland Gold Project and historic exploration results can be found in the Technical Report on the Idaho-Maryland Project Grass Valley California, USA (the “Report”) was completed by Amec Foster Wheeler Americas Limited “Amec”, an industry leader in global mining solutions. The Report dated effective June 1st 2017, was authored by Mr. Greg Kulla, P. Geo, a Principal Geologist with Amec.  The Report is available on the Company website, www.risegoldcorp.com, and on www.sedar.com.

Terms of Private Placement

A non-brokered private placement of at a price of CDN$0.15 per unit for gross proceeds of up to approximately CDN$3,600,000 (the “Private Placement”). Each unit will consist of one share of the Company’s common stock and one non-transferable share purchase warrant exercisable into one additional share of common stock at a price of $0.25 per share for a period of two years from the date of issuance.

All securities issued pursuant to the Private Placement will be subject to statutory hold periods in accordance with applicable United States and Canadian securities laws, including a minimum six-month U.S. hold period. 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 applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

Only Accredited Investors Can Participate in This Private Placement

Investors in the Private placement must meet one of the following criteria to be considered an Accredited Investor.

Criteria for Canadian Accredited Investors (one of the following)

  • Your net income before taxes was more than $200,000 in each of the 2 most recent calendar years, and you expect it to be more than $200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.)
  • Your net income before taxes combined with your spouse’s was more than $300,000 in each of the 2 most recent calendar years, and you expect your combined net income before taxes to be more than $300,000 in the current calendar year.
  • Either alone or with your spouse, you own more than $1 million in cash and securities, after subtracting any debt related to cash and securities.
  • Either alone or with your spouse, you have net assets worth more than $5 million. (Your net assets are your total assets (including real estate) minus your total debt.)

Criteria for US Accredited Investors (one of the following)

  • Your net income before taxes was more than $200,000 in each of the 2 most recent calendar years, and you expect it to be more than $200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.)
  • Your net income before taxes combined with your spouse’s was more than $300,000 in each of the 2 most recent calendar years, and you expect your combined net income before taxes to be more than $300,000 in the current calendar year.
  • Either alone or with your spouse, you own more than $1 million in cash and securities, after subtracting any debt related to the cash and securities.
  • Either alone or with your spouse, you have net assets worth more than $5 million. (Your net assets are your total assets (including real estate) minus your total debt.)
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