VANCOUVER, April 19, 2018 /CNW/ - Southern Arc Minerals Inc. (TSXV: SA) ("Southern Arc" or the "Company") is pleased to announce that it has participated in the non-brokered private placement (the "Private Placement") of Rise Gold Corp. ("Rise Gold"), a company listed on the Canadian Securities Exchange. The Company purchased 20,000,000 units of Rise Gold at a price of $0.10 per unit for the aggregate amount of $2,000,000. As a result of its purchase of units, the Company now owns approximately 17.23% of Rise Gold's post-closing issued and outstanding shares of common stock.
Each unit consists of one share (a "Share") of common stock and one share purchase warrant (a "Warrant"). Each Warrant is exercisable into one Share at a price of $0.15 per Share for a period of 36 months from the date of issuance. All securities issued pursuant to the Private Placement are subject to statutory hold periods in accordance with applicable United States and Canadian securities laws.
Rise Gold raised a total of $3,516,100 through the sale of 35,161,000 units pursuant to the Private Placement and will use these proceeds for the advancement of its Idaho-Maryland Gold Project, located in Nevada County, California, and for general working capital.
Rise Gold is an exploration-stage mining company. Rise Gold's principal asset is the historic past producing Idaho-Maryland gold mine located in Nevada County, California, USA. The Idaho-Maryland gold mine is one of the United States' greatest past producing gold mines with total past production of 2,414,000 ounces of gold from 1866-1955. Rise Gold is incorporated in Nevada, USA and maintains its head office in Vancouver, British Columbia, Canada. More information about Rise Gold can be found at www.risegoldcorp.com.
John Proust, Chairman & CEO of the Company, stated, "The Southern Arc team conducted comprehensive due diligence on Rise Gold and the Idaho-Maryland Gold Project. We were very impressed with the potential of this project and are excited to be a part of Rise Gold and the Idaho-Maryland Gold Project as part of Southern Arc's strategy to invest early in outstanding gold projects with excellent management and great potential."
In connection with the Private Placement, Mr. John Proust, Chairman and CEO of Southern Arc, has been appointed to the board of directors of the Rise Gold. J. Proust and Associates Ltd. ("JPA"), a company owned by Mr. Proust, has entered into an agreement with Rise Gold pursuant to which it will provide managerial services to Rise Gold. In addition, effective as of May 1, 2018, Mr. Vince Boon has been appointed as the Chief Financial Officer and Ms. Eileen Au has been appointed as the Corporate Secretary and Treasurer of Rise Gold. Mr. Boon and Ms. Au are both officers of Southern Arc. In addition, Rise Gold has also engaged Mr. Bob Gallagher, Dr. Mike Andrews, and Mr. John Carlile, current directors of Southern Arc, as technical advisers to assist with the advancement of the Idaho-Maryland Project.
Prior to the completion of the Private Placement, Southern Arc held no securities of Rise Gold. Immediately following the Private Placement, Southern Arc owns 20,000,000 units of Rise Gold, comprising of (i) 20,000,000 Shares of Rise Gold which represent approximately 17.23% of Rise Gold's currently issued and outstanding common shares; and (ii) 20,000,000 Warrants of Rise Gold, which if exercised, would represent approximately 29.39% of the issued and outstanding common shares of the Issuer on a partially diluted basis, assuming no further common shares of the Issuer have been issued.
Southern Arc acquired the securities for investment purposes, and has no present intention to acquire or dispose of further securities of Rise Gold. Southern Arc may, in the future participate in financings and/or acquire or dispose of securities of Rise Gold in the market, privately or otherwise, as circumstances or market conditions warrant.
A copy of the Early Warning Report to which this press release relates can be obtained from Southern Arc, at 1-778-725-1490 or firstname.lastname@example.org or on the SEDAR profile of Southern Arc at www.sedar.com.
About Southern Arc Minerals Inc.
Southern Arc is a Canadian company incorporated in British Columbia in 2004 and listed on the TSX Venture Exchange. Southern Arc is focused on enhancing shareholder value through strategic investments in mineral resource companies with a focus on gold and copper-gold. Southern Arc's management team identifies highly prospective assets in politically safe jurisdictions and seeks to unlock their value by providing strategic investments, proven technical skills, global knowledge, and increased access to industry relationships.
On behalf of the Board of Southern Arc Minerals Inc.
Chairman & CEO
Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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. 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, the Company's exercise of warrants of Rise Gold Corp., the appointment of certain directors, officers and technical advisors of Rise Gold Corp. and the Company's future participation in financings, acquisition or disposition of securities of Rise Gold. Accordingly, readers should not place undue reliance on forward-looking statements and information contained in this release. Rise Gold undertakes no obligation to update forward-looking statements or information except as required by law.
SOURCE Southern Arc Minerals Inc.
For further information: Southern Arc Minerals Inc., Suite 650, 669 Howe Street, Vancouver, BC, V6C 0B4, Phone: 778-725-1490, Email: email@example.com, Website: www.southernarcminerals.com