Rise Gold closes $7-million (U.S.) private placement

Executive Summary

• Rise Gold Corp. has closed a non-brokered private placement raising $7 million USD.
• The company is fully financed to expand litigation efforts regarding the Idaho-Maryland-Brunswick (IM) mine permit denial and potential development.
• Key investors include Abdiel Capital Advisors, Equinox Partners, and Myrmikan Gold Fund, with significant insider participation.

Key Details

• Gross Proceeds: $7,000,000 USD.
• Units Sold: 28,000,000 units.
• Price per Unit: $0.25 USD per unit (approx. $0.35 CAD).
• Unit Composition: Each unit consists of one common share and one common share purchase warrant.
• Warrant Terms:
  • Exercise Price: $0.45 USD per share (approx. $0.63 CAD).
  • Expiration Date: October 24, 2028.
• Finders' Fees: $1,500 USD paid in cash; 6,000 finders' warrants issued (same terms as investor warrants).
• Use of Proceeds: General working capital, legal expenses, and technical work.
• Key Investors & Holdings:
  • Abdiel Capital Advisors: Invested $3,600,000 USD; owns 12% undiluted.
  • Equinox Partners: Invested $1,400,000 USD; retained 19.8% undiluted interest.
  • Myrmikan Gold Fund: Invested $250,000 USD; owns 12.2% undiluted.
• Insider Participation: Directors and officers purchased 1,080,000 units for $270,000 USD (Related Party Transaction under MI 61-101).
• Hold Period: Securities subject to statutory hold period expiring February 25, 2026, under Canadian securities laws.
• Litigation Context: Company expects Superior Court decision on writ of mandamus against Nevada County in Q1 2026 regarding the IM mine permit denial. Management estimates fair market value of mineral estate at least $400 million USD if taken under Fifth Amendment.

Notable Quotes

• "We are pleased to have Abdiel as a shareholder and also that Equinox retained its 19.8-per-cent interest in the company. Rise is now fully financed to expand its litigation efforts to allow the IM mine to move forward toward development." — Joe Mullin, President and CEO