Rye Patch Gold Corp. Completes
$6 Million Private Placement
VANCOUVER, BC, January 7, 2010 - Rye Patch Gold Corp. (TSX.V: RPM; OTC: RPMGF) ("Rye Patch" or the "Company") is pleased to announce that it has closed the second and final tranche of its previously announced non-brokered private placement (the "Private Placement") by issuing an additional 3,450,000 units ("Units") at a price of $0.25 per Unit for additional gross proceeds of $862,500. With the second and final closing (the "Final Closing"), the Company has issued a total of 24,280,000 Units under the Private Placement for total gross proceeds of $6,070,000.
Each Unit consisted of one common share of the Company (a "Share") and one-half of one transferable common share purchase warrant of the Company (each whole warrant, a "Warrant"). Each Warrant issued pursuant to the Final Closing will entitle the holder thereof to purchase one additional Share at a price of $0.35 until January 7, 2012.
Certain insiders of the Company comprised of Kinross Gold Corporation, a private investor and a precious metals fund purchased a total of 5,250,000 Units under the Private Placement, thereby increasing their investment in the Company as valued shareholders. Seven precious metals funds also became new shareholders of the Company by purchasing a total of 16,100,000 Units.
Subject to the approval of the TSX Venture Exchange (the "TSX.V"), the Company will, in connection with the Final Closing, pay finder's fees in cash in the aggregate of $46,375 and issue to one finder a non-transferable option ("Finder's Option") to acquire up to 21,000 units of the Company ("Finder's Units") at the price of $0.25 per Finder's Unit for a period of two years from the date of issue of the Finder's Option. Each Finder's Unit will be comprised of one Share and one-half of one non-transferable common share purchase warrant of the Company (each whole warrant, a "Finder's Warrant"), with each Finder's Warrant entitling the holder thereof to purchase one additional Share at a price of $0.35 for a period of two years from the date of issue of the Finder's Option. All finders involved in the Private Placement are at arm's length to the Company.
The Shares and Warrants comprising the Units issued pursuant to the Final Closing, and the Shares issuable upon exercise of such Warrants, are subject to a hold period that expires on May 8, 2010. The Shares and Finder's Warrants comprising the Finder's Units, and the Shares issuable upon exercise of such Finder's Warrants, will also subject to a hold period that expires on May 8, 2010, if issued prior to such date.
The net proceeds from the Private Placement will be used to facilitate the acquisition by Rye Patch of Centerra Gold (U.S.) Inc.'s 64% interest in the Ren project, to commence a drilling exploration program on the project, as well as for general working capital.
The Private Placement is subject to the final approval of the TSX.V.
The securities of the Company and the securities to be issued pursuant to the Private Placement have not and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or the securities laws of any state of the United States, and may not be offered or sold in the United States absent registration or an applicable exemption therefrom under the 1933 Act and the securities laws of all applicable states.
Rye Patch Gold Corp. is a Tier 1, Nevada-focused and discovery-driven company seeking to build a sizeable inventory of gold and silver resource assets in the mining friendly state of Nevada, USA. The Company's seasoned management team is engaged in acquisition, exploration and development of quality resource-based gold and silver projects. Rye Patch Gold is developing its primary assets - the advanced-stage Wilco project located within the emerging Oreana gold trend in west-central Nevada and the Jessup project in Churchill County, Nevada. The Company has established gold and silver resource milestones and time frames in order to build a premier resource development company.
For more information about Rye Patch Gold Corporation contact Investor Relations, at 604-638-1588, Fax: 604-638-1589, Email: info@ryepatchgold.com or visit the company's website at www.ryepatchgold.com.
Special Note Regarding Forward-Looking Statements-Certain statements in Gold Stock News Mining Stocks Updates constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: risks inherent in restrictions of foreign ownership; uncertainties relating to carrying on business in foreign countries; the Company's history of operating losses and uncertainty of future profitability, uncertainty of access to additional capital environmental liability claims and insurance; and dependence on joint venture partners. Certain forward-looking statements will be identified by a cross-reference to the Special Note. Forward-looking statements are typically identified by the words: believe, expect, anticipate, intend, estimate and similar expressions, or which by their nature refer to future events. The Company cautions investors that any forward-looking statements made by the company are not guarantees of future performance, and that the actual results may differ materially from those in the forward-looking statements as a result of various factors, including but not limited to, the Company's ability to be able to continue its substantial projected growth, or be able to fully implement its business strategies, or that management will be able to successfully integrate the operations of its various acquisitions.
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