Southern Arc Invests $750,000 in Rise Gold Corp.
Vancouver, November 6, 2018 - Southern Arc Minerals Inc. (TSXV: SA) ("Southern Arc" or the "Company") is pleased to announce that it has purchased 7,500,000 units in Rise Gold Corp. (CSE: RISE) (OTCQB: RYES) ("Rise Gold") at a price of C$0.10 per unit for an aggregate purchase price of C$750,000 by way of private placement.
Each unit consists of one share of Rise Gold's common stock and one-half of one share purchase warrant. Each whole warrant is exercisable into one additional share of Rise Gold's common stock at an exercise price of C$0.13 per share until November 6, 2020. The units (and underlying securities) issued under the private placement to Southern Arc are subject to statutory hold periods in accordance with applicable United States and Canadian securities laws. Following the investment, Southern Arc owns approximately 18.84% of Rise Gold's issued and outstanding shares of common stock.
"Southern Arc is pleased to increase its ownership stake in Rise Gold alongside Yamana Gold's recent strategic initial placement. This investment is a further demonstration of Southern Arc's commitment to continue to invest in high quality assets from the early identification of investee companies through to further stages of their advancement," commented John Proust, Chairman and CEO of Southern Arc.
Southern Arc is an insider of Rise Gold by virtue of its shareholdings, and as a result, the private placement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The related party transaction is exempt from the formal valuation requirements of section 5.4 of MI 61-101 pursuant to subsection 5.5(a) of MI 61-101, and exempt from minority shareholder approval requirements of section 5.6 of MI 61-101 pursuant to subsection 5.7(1)(a) of MI 61-101.
Southern Arc did not file a material change report more than 21 days in advance of the closing of the investment as contemplated by the related party transaction requirements under MI 61-101 as the insider participation was only recently confirmed.
Early Warning
Prior to the completion of the investment, Southern Arc held (i) 20,000,000 shares of common stock of Rise Gold, which represented approximately 14.44% of Rise Gold's issued and outstanding shares on a non-diluted basis; and (ii) an aggregate of 20,875,000 warrants of Rise Gold, of which 875,000 warrants were finder warrants. If exercised, Southern Arc would own approximately 25.65% of the issued and outstanding shares of common stock of Rise Gold on a partially diluted basis, assuming no further shares of common stock of Rise Gold have been issued. The foregoing investment has resulted in an approximate 4.4% change in Southern Arc's ownership of shares of common stock of Rise Gold on a non-diluted basis.
Immediately following the investment, Southern Arc now holds a total of 27,500,000 shares of common stock of Rise Gold, which represents approximately 18.84% of Rise Gold's currently issued and outstanding shares of common stock; and (ii) an aggregate of 24,625,000 warrants of Rise Gold. If exercised, Southern Arc would own approximately 30.55% of the issued and outstanding shares of common stock of Rise Gold on a partially diluted basis, assuming no further shares of common stock of Rise Gold 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 info@southernarcminerals.com or on the SEDAR profile of Southern Arc at www.sedar.com.
About Southern Arc
Southern Arc is a Canadian company 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. More information is available at www.southernarcminerals.com or by email at info@southernarcminerals.com.
On behalf of the Board of Southern Arc Minerals Inc.
"John Proust"
Chairman & CEO
Southern Arc Contact
John Proust
Chairman & CEO
Phone: 778-725-1490
Email: info@southernarcminerals.com
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