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Rye Patch ANNOUNCES SHAREHOLDER APPROVAL OF PLAN OF ARRANGEMENT

VANCOUVER, BC May 18, 2018 – Rye Patch Gold Corp. (“Rye Patch” or the “Company”) (TSX.V: RPM; OTCQX: RPMGF; FWB: 5TN) is pleased to announce that shareholders have voted in favour of the necessary resolutions for the arrangement (the “Arrangement”) between Alio Gold Inc. and Rye Patch previously announced on March 19, 2018.

The Arrangement was approved by approximately 99.32% of votes cast by Rye Patch shareholders and 99.31% of votes cast by disinterested Rye Patch shareholders.

The Arrangement is expected to close on or about May 25, 2018, subject to regulatory approvals and the satisfaction of other customary conditions.

About Rye Patch Gold Corp.

Rye Patch Gold Corp. is a Nevada based, Tier 1, mining company engaged in the mining and development of quality resource-based gold and silver mines and projects along the established Oreana trend in west central Nevada.  For more information, please visit our website at www.ryepatchgold.com.

On behalf of the Board of Directors

‘William Howald’
William C. (Bill) Howald, CEO & President

For additional information contact:
Rye Patch Gold Corp
investorrelations@ryepatchgold.com
Tel.: (604) 638-1588
Fax: (604) 638-1589

Special Note Regarding ForwardLooking Statements

This news release includes certain “forwardlooking information under applicable Canadian securities laws. These forwardlooking statements or information relate to, among other things: the timing and receipt of required approvals for the Arrangement; the ability of Alio Gold and Rye Patch to satisfy the other conditions to, and to complete, the Arrangement; and the closing of the Arrangement.

In respect of the forwardlooking statements and information concerning the anticipated completion of the proposed Arrangement, the Company has provided them in reliance on certain assumptions that are believed to be reasonable at this time, including assumptions as to the ability of the Company and Alio Gold to receive the necessary court, stock exchange, creditor and regulatory approvals; and the ability of the parties to satisfy the other conditions to the closing of the Arrangement. Accordingly, readers should not place undue reliance on the forwardlooking statements and information contained in this news release concerning the completion of the Arrangement.

These statements reflect the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forwardlooking statements or information and Rye Patch has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: satisfaction or waiver of all applicable conditions to closing of the Arrangement including, without limitation, receipt of all necessary court, stock exchange, creditor and regulatory approvals or consents and lack of material changes with respect to Alio Gold and Rye Patch and their respective businesses, all as more particularly set forth in the Arrangement Agreement.

Readers are cautioned against attributing undue certainty to forwardlooking statements or information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forwardlooking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Download the news release.

May 18th, 2018|

RYE PATCH PROVIDES ADDITIONAL DISCLOSURE FOR ALIO GOLD TRANSACTION

VANCOUVER, BC May 11, 2018 – Rye Patch Gold Corp. (“Rye Patch” or the “Company”) (TSX.V: RPM; OTCQX: RPMGF; FWB: 5TN) wishes to provide certain additional disclosures to supplement its information circular (the “Circular”) dated April 18, 2018 in connection with the special meeting of shareholders of the Company (the “Meeting”) to be held on May 18, 2018 concerning an arrangement (the “Arrangement”) involving the Company and Alio Gold Inc. (“Alio”).

Interests of Certain Persons in the Arrangement

Shareholders should be aware that certain executive officers and directors of the Company have certain interests that are or may be different from or in addition to the interests of other shareholders generally. These interests include those described below.

Options and RSUs

The directors and executive officers of the Company hold an aggregate of 1,779,380 share purchase options (“Options”) and 245,203 restricted share units (“RSUs”). Pursuant to the Arrangement, each outstanding Option will be exchanged for a replacement share purchase option to purchase 0.48 common shares of Alio at an exercise price per replacement share purchase option equal to the current exercise price divided by 0.48. All RSUs, including those held by directors and executive officers, will be deemed to be vested immediately prior to the closing of the Arrangement and will be exchanged at that time for Rye Patch shares or cash, as may be elected by holders of RSUs in accordance with the RSU plan.

Employment and Consulting Agreements

The Company entered into a consulting agreement with William C. (Bill) Howald, President and Chief Executive Officer through his holding company, and employment agreements with Tony Wood, Chief Financial Officer, and Doug Jones, Chief Operating Officer, which agreements include the payment of certain benefits in the event of a change of control of the Company. These agreements provide that if the executive officer’s consulting arrangement or employment is terminated by the Company in the six-month period after a “change of control” or, in the case of Mr. Howald, he terminates the agreement in accordance with its terms within three months following a “change of control”, the executive officer is entitled to receive the following benefits:

  • William C. (Bill) Howald: an amount equal to three times his annual consulting fee and three times any bonus paid or payable to him in respect of the most recently completed financial year of the Company;
  • Tony Wood: an amount equal to his current month’s salary multiplied by 24 months and benefits for the same period, together with an amount equal to any bonus paid or payable to him by the Company in respect of the most recently completed financial year; and
  • Doug Jones: an amount equal to his current month’s salary multiplied by 12 months and benefits for the same period.

Pursuant to these agreements, if the Arrangement is completed and the entitlements are triggered as described above, Mr. Howald would be entitled to receive cash compensation of approximately US$645,000 plus three times his annual bonus, Mr. Wood would be entitled to receive cash compensation of approximately C$477,288 together with an amount equal to any bonus paid or payable to him in respect of the most recently completed financial year, and Mr. Jones would be entitled to receive approximately US$220,160.

Members of the special committee of the Company formed in respect of the Arrangement (the “Special Committee”) were paid a retainer of US$12,000(US$20,000 for the Chair) in connection with their service on the Special Committee.

Minority Approval under MI 61-101

The Company is subject to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61‑101”). MI 61-101 provides that, in certain circumstances, where a “related party” (as defined in MI 61-101) of an issuer is entitled to receive a “collateral benefit” (as defined in MI 61-101) in connection with an arrangement transaction such as the Arrangement, such transaction may be considered a “business combination” for the purposes of MI 61-101 and subject to minority shareholder approval requirements.

A “collateral benefit” includes any benefit that a related party of the subject company (which includes the directors and executive officers of the subject company) is entitled to receive as a consequence of the transaction including such benefits as an increase in salary or a lump sum payment on a change of control.

Under MI 61-101, a benefit received by a related party is not considered to be a “collateral benefit” if, among other things, at the time the transaction was agreed to, the related party beneficially owned or exercised control or direction over less than 1% of the outstanding equity securities of the subject company at the relevant time.

If a “related party” receives a “collateral benefit” in connection with the Arrangement, the resolution approving the Arrangement (the “Arrangement Resolution”) will require “minority approval” in accordance with MI 61-101. This means the Arrangement Resolution must be approved by a majority of the votes cast, excluding those votes beneficially owned, or over which control or direction is exercised, by the “related parties” of the Company who receive a “collateral benefit”. This approval is in addition to the requirement that the Arrangement Resolution be approved by not less than two-thirds of the votes cast by Rye Patch shareholders at the Meeting.

If the Arrangement is completed, the vesting of the outstanding RSUs is to be accelerated and the “change of control” compensation may be payable pursuant to the consulting and the employment agreements described above. Pursuant to MI 61-101, these benefits are considered to be “collateral benefits” accruing to “related parties”, unless they are excluded as a result of such party beneficially owning or exercising control or direction over less than 1% of the outstanding equity securities of Rye Patch at the relevant time.

The Company has determined that the only director or executive officer of the Company who is receiving a “collateral benefit” in connection with the Arrangement and beneficially owns or exercises control or direction over more than 1% of Rye Patch shares is Mr. William C. (Bill) Howald, the Company’s President and Chief Executive Officer. Mr. Howald beneficially owns or exercises direction or control over 993,113 Rye Patch shares (including the deemed exercise of certain vested Options and RSUs held by him and the accelerated vesting of RSUs pursuant to the arrangement agreement with Alio (the “Arrangement Agreement”), calculated in accordance with the provisions of MI 61-101). This represents approximately 1.21% of the outstanding Rye Patch shares as of the date of the Arrangement Agreement. Consequently, the Rye Patch shares beneficially owned, directly or indirectly, by Mr. Howald or over which he has control or direction will be excluded for the purposes of determining if minority approval of the Arrangement is obtained. In order to ensure complete compliance with the requirements under MI 61-101, the requisite Rye Patch shareholder approval for the Arrangement Resolution will require the majority of the Rye Patch shares to be voted at the meeting in favour of the Arrangement Resolution, excluding the votes which may be cast by Mr. Howald.

The Company is not required to obtain a formal valuation under MI 61-101 as (i) no “interested party” (as defined in MI 61-101) is, as a consequence of the Arrangement, directly or indirectly acquiring the Company and (ii) an “interested party” is not a party to any “connected transaction” (as defined in MI 61-101) to the Arrangement that is a “related party transaction” (as defined in MI 61-101) for which the Company would be required to obtain a formal valuation. No prior valuations of the Company have been made in the past 24 months, and other than the offers received from Alio as described in the Circular, no bona fide prior offers that relate to the subject matter of, or are relevant to, the transaction, have been received by the Company in the past 24 months.

Principal Holders of Rye Patch Shares

As at the Record Date for the Meeting, to the knowledge of the directors or executive officers of Rye Patch, the only person who beneficially owned, directly or indirectly, or exercised control or direction over, shares carrying 10% or more of the voting rights attached to the issued and outstanding Rye Patch Shares, was Donald Smith Value Fund, L.P. which held a total of 12,075,000 Rye Patch Shares representing 14.86% of the issued and outstanding Rye Patch shares

About Rye Patch Gold Corp.

Rye Patch Gold Corp. is a Nevada based, Tier 1, mining company engaged in the mining and development of quality resource-based gold and silver mines and projects along the established Oreana trend in west central Nevada. Leveraging its strong financial position and cash to acquire the operating Florida Canyon Gold Mine, Rye Patch Gold Corp. now controls a trend-scale platform with mining operations, resource projects and exploration upside. The combination of operations and organic growth along a major Nevada gold trend positions Rye Patch as an emerging mid-tier gold producer with tremendous value-added potential.

Rye Patch Gold recently announced an agreement to merge with Alio Gold Inc. whereby Alio Gold will acquire all of the outstanding shares of Rye Patch Gold and thereby acquire its 100% owned Florida Canyon Mine and all of its resource and exploration projects along the Oreana and Cortez gold trends. The acquisition is expected to be completed in late May 2018.  Alio Gold is a growth-oriented gold mining company, focused on exploration, development and production in Mexico. Its principal assets include its 100%-owned and operating San Francisco Mine in Sonora, Mexico and its 100%-owned development stage Ana Paula Project in Guerrero, Mexico. For more information, please visit our website at www.ryepatchgold.com.

On behalf of the Board of Directors

‘William Howald’
William C. (Bill) Howald, CEO & President

For additional information contact:
Rye Patch Gold Corp
investorrelations@ryepatchgold.com
Tel.: (604) 638-1588
Fax: (604) 638-1589

Cautionary Note Regarding ForwardLooking Statements

This news release includes certain “forwardlooking information under applicable Canadian securities laws. These forwardlooking statements or information relate to, among other things: the timing and receipt of required approvals for the Arrangement; the ability of Alio Gold and Rye Patch to satisfy the other conditions to, and to complete, the Arrangement; and the closing of the Arrangement.

In respect of the forwardlooking statements and information concerning the anticipated completion of the proposed Arrangement, the Company has provided them in reliance on certain assumptions that are believed to be reasonable at this time, including assumptions as to the ability of the Company and Alio Gold to receive the necessary shareholder, court, stock exchange, creditor and regulatory approvals; and the ability of the parties to satisfy the other conditions to the closing of the Arrangement. Accordingly, readers should not place undue reliance on the forwardlooking statements and information contained in this news release concerning the completion of the Arrangement.

These statements reflect the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forwardlooking statements or information and Rye Patch has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: satisfaction or waiver of all applicable conditions to closing of the Arrangement including, without limitation, receipt of all necessary shareholder, court, stock exchange, creditor and regulatory approvals or consents and lack of material changes with respect to Alio Gold and Rye Patch and their respective businesses, all as more particularly set forth in the Arrangement Agreement.

Readers are cautioned against attributing undue certainty to forwardlooking statements or information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forwardlooking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Download the news release.

May 12th, 2018|

RYE PATCH GOLD ANNOUNCES FAVOURABLE RECOMMENDATIONS FROM ISS AND GLASS LEWIS FOR SPECIAL MEETING PROPOSAL

VANCOUVER, BC May 10, 2018 – Rye Patch Gold Corp. (“Rye Patch” or the “Company”) (TSX.V: RPM; OTCQX: RPMGF; FWB: 5TN) is pleased to announce that Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co. (“Glass Lewis”), two leading independent proxy advisory firms, have recommended to their respective institutional clients that they vote in favour of the arrangement involving Rye Patch Gold Corp and Alio Gold Inc. at the Special Meeting of shareholders to be held on May 18, 2018 at 10:00 a.m. PDT at the offices of Koffman Kalef LLP, 19th Floor, 885 West Georgia Street, Vancouver, British Columbia.

ISS and Glass Lewis are recognized as leading independent proxy and corporate governance advisory firms whose recommendations are relied upon by many major institutional investment firms, mutual and pension funds and other institutional shareholders.  Included in the rationale for supporting the arrangement, these firms noted the creation of a stronger combined entity with improved balanced sheet, increased production with geographic and development stage diversification, better trading liquidity and enhanced capital market exposure.

Shareholders are encouraged to submit their proxies in support of the proposed arrangement involving Rye Patch Gold Corp and Alio Gold Inc. before the May 16, 2018, 10:00 a.m. PDT proxy vote deadline.  Shareholders who have questions or require assistance voting their shares should contact the Company’s proxy solicitor, Kingsdale Advisors, at 1-866-545-5580 toll free in North America or at 1-416-867-2272 outside North America.

About Rye Patch Gold Corp.

Rye Patch Gold Corp. is a Nevada based, Tier 1, mining company engaged in the mining and development of quality resource-based gold and silver mines and projects along the established Oreana trend in west central Nevada. Leveraging its strong financial position and cash to acquire the operating Florida Canyon Gold Mine, Rye Patch Gold Corp. now controls a trend-scale platform with mining operations, resource projects and exploration upside. The combination of operations and organic growth along a major Nevada gold trend positions Rye Patch as an emerging mid-tier gold producer with tremendous value-added potential.

Rye Patch Gold recently announced an agreement to merge with Alio Gold Inc. whereby Alio Gold will acquire all of the outstanding shares of Rye Patch Gold and thereby acquire its – 100% owned Florida Canyon Mine and all of its resource and exploration projects along the Oreana and Cortez gold trends.  The acquisition is expected to be completed in late May 2018.  Alio Gold is a growth-oriented gold mining company, focused on exploration, development and production in Mexico. Its principal assets include its 100%-owned and operating San Francisco Mine in Sonora, Mexico and its 100%-owned development stage Ana Paula Project in Guerrero, Mexico.  For more information, please visit our website at www.ryepatchgold.com.

On behalf of the Board of Directors

‘William Howald’
William C. (Bill) Howald, CEO & President

For additional information contact:
Rye Patch Gold Corp
investorrelations@ryepatchgold.com
Tel.: (604) 638-1588
Fax: (604) 638-1589

Cautionary Note Regarding ForwardLooking Statements

This news release includes certain “forwardlooking information under applicable Canadian securities laws. These forwardlooking statements or information relate to, among other things: the timing and receipt of required approvals for the Arrangement; the ability of Alio Gold and Rye Patch to satisfy the other conditions to, and to complete, the Arrangement; and the closing of the Arrangement.

In respect of the forwardlooking statements and information concerning the anticipated completion of the proposed Arrangement, the Company has provided them in reliance on certain assumptions that are believed to be reasonable at this time, including assumptions as to the ability of the Company and Alio Gold to receive the necessary shareholder, court, stock exchange, creditor and regulatory approvals; and the ability of the parties to satisfy the other conditions to the closing of the Arrangement. Accordingly, readers should not place undue reliance on the forwardlooking statements and information contained in this news release concerning the completion of the Arrangement.

These statements reflect the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forwardlooking statements or information and Rye Patch has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: satisfaction or waiver of all applicable conditions to closing of the Arrangement including, without limitation, receipt of all necessary shareholder, court, stock exchange, creditor and regulatory approvals or consents and lack of material changes with respect to Alio Gold and Rye Patch and their respective businesses, all as more particularly set forth in the Arrangement Agreement.

Readers are cautioned against attributing undue certainty to forwardlooking statements or information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forwardlooking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Download the news release.

May 10th, 2018|

RYE PATCH ANNOUNCES RECEIPT OF INTERIM ORDER AND MAILING OF MEETING MATERIALS FOR ARRANGEMENT WITH ALIO GOLD INC.

VANCOUVER, BC April 25, 2018 – Rye Patch Gold Corp. (“Rye Patch” or the “Company”) (TSX.V: RPM; OTCQX: RPMGF; FWB: 5TN) is pleased to announce that Rye Patch has been granted an interim order from the Supreme Court of British Columbia authorizing various matters, including the holding of a special meeting of Rye Patch shareholders to consider the previously announced arrangement (the “Arrangement”) between Alio Gold Inc. (“Alio Gold”) and Rye Patch and the mailing of an information circular (the “Circular”).

As described in the Circular, Rye Patch will be seeking shareholder approval for the Arrangement under the Business Corporations Act (British Columbia) (the “Arrangement Resolution”).  The special meeting of Rye Patch shareholders to consider the Arrangement Resolution will be held on Friday, May 18, 2018 at 10:00 am (Pacific time) at 19th Floor, 885 West Georgia Street, Vancouver, British Columbia. Rye Patch shareholders of record as of the close of business on April 6, 2018 are eligible to vote at the special meeting.

The Board of Directors of Rye Patch has unanimously recommended that Rye Patch shareholders vote FOR the Arrangement Resolution. In addition, each of the directors and officers of Rye Patch, who currently hold in the aggregate approximately 0.83% of the issued and outstanding Rye Patch shares have entered into a voting agreement with Alio Gold and have agreed to vote in favour of the Arrangement Resolution.

Under the terms of the Arrangement, Rye Patch shareholders will receive 0.48 of a common share of Alio Gold plus C$0.001 in cash per Rye Patch common share.

The Circular has been mailed to the shareholders of Rye Patch, and will also be available under the profile of Rye Patch on SEDAR at www.sedar.com.  It will also be available on the website of Rye Patch at www.ryepatchgold.com/investors/.

YOUR VOTE IS IMPORTANT PLEASE VOTE TODAY. Your vote is important regardless of the number of shares you own. Rye Patch shareholders are encouraged to read the Circular in detail.

Shareholders who have questions regarding the Arrangement or who require assistance with voting may contact Kingsdale Advisors, our proxy solicitation agent, by telephone at 1‑877‑659-1821 (toll free in North America), or at 416‑867‑2271 (collect outside of North America), or by email at contactus@kingsdaleadvisors.com.

About Rye Patch Gold Corp.

Rye Patch’s assets are all located in Nevada, USA and include its 100%‐owned Florida Canyon Mine. The mine is a past producing, open pit, heap leach operation that was recently restarted and achieved commercial production in December 2017. Rye Patch also controls a sizeable, 18,000 hectare, land package along the Oreana Trend in Nevada with a 100% interest in Lincoln Hill, a PEA stage, open pit gold‐silver project and a 100% interest in Wilco, a gold‑silver project with an NI 43‐101 resource. Rye Patch also holds the Gold Ridge Panther Canyon and Garden Gate Pass exploration properties.

On behalf of the Board of Directors

‘William Howald’

William C. (Bill) Howald, CEO & President

For additional information contact:
Rye Patch Gold Corp
investorrelations@ryepatchgold.com
Tel.: (604) 638-1588
Fax: (604) 638-1589

Cautionary Note Regarding ForwardLooking Statements

This news release includes certain “forwardlooking information under applicable Canadian securities laws. These forwardlooking statements or information relate to, among other things: the timing and receipt of required approvals for the Arrangement; the ability of Alio Gold and Rye Patch to satisfy the other conditions to, and to complete, the Arrangement; and the closing of the Arrangement.

In respect of the forwardlooking statements and information concerning the anticipated completion of the proposed Arrangement, the Company has provided them in reliance on certain assumptions that are believed to be reasonable at this time, including assumptions as to the ability of the Company and Alio Gold to receive the necessary shareholder, court, stock exchange, creditor and regulatory approvals; and the ability of the parties to satisfy the other conditions to the closing of the Arrangement. Accordingly, readers should not place undue reliance on the forwardlooking statements and information contained in this news release concerning the completion of the Arrangement.

These statements reflect the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forwardlooking statements or information and Rye Patch has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: satisfaction or waiver of all applicable conditions to closing of the Arrangement including, without limitation, receipt of all necessary shareholder, court, stock exchange, creditor and regulatory approvals or consents and lack of material changes with respect to Alio Gold and Rye Patch and their respective businesses, all as more particularly set forth in the Arrangement Agreement.

Readers are cautioned against attributing undue certainty to forwardlooking statements or information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forwardlooking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Download the news release.

April 25th, 2018|

RYE PATCH GOLD REPORTS Q1 2018 PRODUCTION RESULTS

 Access to higher grade Radio Tower orebody in H2 2018

VANCOUVER, BC April 11, 2018 – Rye Patch Gold Corp. (“Rye Patch” or the “Company”) (TSX.V: RPM; OTCQX: RPMGF; FWB: 5TN) reports Q1 2018 production results at the Company’s flagship Florida Canyon mine in Pershing County, Nevada.

Production Highlights for Q1 2018

  • Produced 10,844 ounces of gold and 5,457 ounces of silver;
  • Achieved a price of gold sales of US$1,332.53 per ounce;
  • Mined 1,856,400 tons of ore;
  • Crushed 2,151,900 tons of ore;
  • Placed 22,300 ounces of gold on the pad; and
  • Realized a waste to ore stripping ratio of 1.16.

Gold production dipped in January and February associated with managing the water balance during the ramp up of the second Carbon-in-Column (CIC) plant, and unplanned equipment failures in the refinery.  Gold production rebounded in March with the production of 4,540 ounces of gold.  The Company is forecasting between 15,000 and 16,000 ounces of gold in Q2 2018.

Q1 started with the ramp up of the second CIC plant which increases the solution application capacity by 67 percent.  The successful ramp up and water balance process was completed in early February and results are encouraging with increased application rates being realized.

The CIC plant recovered 12,053 ounces of gold to carbon.  Several issues occurred in the refinery as older equipment was brought back to commercial production levels. Challenges with the furnace, thermal fluid heater and regeneration kiln were solved, and the equipment is working at design specifications.  The result of these refinery issues is deferral of approximately 1,500 ounces of gold production.

Overall, winter weather was mild for January and February; however, March turned in to a heavy precipitation month – the 4th wettest on record.  The high moisture slowed crushing and delayed mining during the month.  However, ore crushed, and gold ounces stacked to the pad were only 4 percent and 5 percent below plan respectively for the quarter as feed was made up from the ore and crush stockpiles.

Waste mining increased slightly as access to the Main area was initiated in mid-February.  The Main area contained more fill material than expected compared to the resource block model.  The additional material increased the strip ratio to 1.16 for the quarter.  The majority of the fill is now removed, and ore is exposed.

For the quarter, the Company sold 10,637 ounces of gold at an average sales price of US$1,332.53 per ounce.  During Q1, gold had a low of US$1,307.75 per ounce and a high of US$1,354.95 per ounce with an average price of US$1,329.28 per ounce.  Rye Patch gold sales slightly beat the average gold price for the quarter.

In addition, the Company sold 5,457 ounces of silver at a realized sales price of US$16.76 per ounce.

Radio Tower Access

Since acquiring the Florida Canyon mine, the Company has been in discussions with the Federal Aviation Administration (FAA), the Union Pacific Railway (UP), Pershing County and a local radio station to remove two communication towers located on the Radio Tower portion of the Florida Canyon orebody.  During Q1, the FAA confirmed the tower is in the process of being decommissioned and can be dismantled and removed in Q2.  A new location for the UP tower has been selected and the permitting and design work is underway with removal expected in late Q2 to early Q3.  Sites for the Pershing county communication station and local radio station have been selected and are being readied for relocation.  The result of the removal of the communication towers will be access to the highest-grade portion of the Florida Canyon orebody which is anticipated in H2 2018.  Initial access and site preparation will commence in Q2.

Mr. Doug Jones, Rye Patch Gold’s Chief Operating Officer, a Registered Member of SME with a BSc. in Mining Engineering, is a Qualified Person as defined under National Instrument 43-101. He has reviewed and approved the contents of this news release.

About Rye Patch Gold Corp.

Rye Patch Gold Corp. is a Nevada based, Tier 1, mining company engaged in the mining and development of quality resource-based gold and silver mines and projects along the established Oreana trend in west central Nevada. Leveraging its strong financial position and cash to acquire the operating Florida Canyon Gold Mine, Rye Patch Gold Corp. now controls a trend-scale platform with mining operations, resource projects and exploration upside. The combination of operations and organic growth along a major Nevada gold trend positions Rye Patch as an emerging mid-tier gold producer with tremendous value-added potential.

Rye Patch Gold recently announced an agreement to merge with Alio Gold Inc. whereby Alio Gold will acquire all of the outstanding shares of Rye Patch Gold and thereby acquire its – 100% owned Florida Canyon Mine and all of its resource and exploration projects along the Oreana and Cortez gold trends.  The acquisition is expected to be completed in late May 2018.  Alio Gold is a growth-oriented gold mining company, focused on exploration, development and production in Mexico. Its principal assets include its 100%-owned and operating San Francisco Mine in Sonora, Mexico and its 100%-owned development stage Ana Paula Project in Guerrero, Mexico.  For more information, please visit our website at www.ryepatchgold.com.

On behalf of the Board of Directors
‘William Howald’
William C. (Bill) Howald, CEO & President

For additional information contact:
Rye Patch Gold Corp
investorrelations@ryepatchgold.com
Tel.: (604) 638-1588
Fax: (604) 638-1589

Forward-Looking Statements

This news release contains forward-looking statements relating to future plans and objectives of the Company, future deliveries of gold, proposed operations of the Company including mine development, funding requirements, timeline for commercial production, future events and conditions and other statements that are not historical facts, all of which are based on assumptions and subject to various risks and uncertainties. The Company’s actual results, programs and financial position could differ materially from those anticipated in such forward‑looking statements as a result of the following assumptions and risk factors, some of which may be beyond the Company’s control. These assumptions and risk factors include: future deliveries of gold pursuant to the forward gold price contract facility, the achievement of mine redevelopment plans and achievement of commercial production; the availability of funds; the financial position of Rye Patch; the timing and content of work programs; the results of exploration activities and development of mineral properties; the interpretation of drilling results and other geological data; the reliability of calculation of mineral resources; the reliability of calculation of precious metal recoveries; the receipt and security of mineral property titles; project cost overruns or unanticipated costs and expenses; fluctuations in metal prices; currency fluctuations; and general market and industry conditions.

Forward-looking statements are based on the expectations and opinions of the Company’s management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.  As a result, the Company cannot guarantee that the Florida Canyon mine redevelopment and achievement of commercial production will be completed on the terms and within the time disclosed herein or at all.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

April 11th, 2018|

ALIO GOLD AND RYE PATCH GOLD ANNOUNCE BUSINESS COMBINATION

March 19, 2018, Vancouver, BC – Alio Gold Inc (TSX, NYSE AMERICAN: ALO) (“Alio Gold” or the “Company”) and Rye Patch Gold Corp. (TSX.V: RPM; OTCQX: RPMGF; FWB:5TN) (“Rye Patch”) are pleased to announce they have entered into an agreement whereby Alio Gold will acquire, through a plan of arrangement (the “Arrangement”) all of the outstanding shares of Rye Patch.  Alio Gold will host a conference call at 11:00am EDT (Toronto) time today to discuss the transaction and the details of the call can be found at the end of the release.  Management from both Alio Gold and Rye Patch will participate in the conference call.

Under the Arrangement, each common share of Rye Patch will be exchanged for 0.48 common shares of Alio Gold.  The offer implies a value of C$1.57 per Rye Patch share, a 35% premium to Rye Patch shareholders, based on the 20-day volume weighted average trading price of Alio Gold shares on the TSX and Rye Patch shares on the TSX.V for the period ending March 16, 2018.  The offer values Rye Patch’s outstanding equity (undiluted) at approximately C$128 million.  The number of Alio Gold shares to be issued will be approximately 39.0 million based on the issued and outstanding shares as of the announcement date, subject to adjustment for options, warrants and restricted stock units vested prior to the Arrangement. The transaction is expected to close on or about May 25, 2018.  Existing Alio Gold and Rye Patch shareholders will own approximately 53% and 47% of the combined company, respectively, following the close of the transaction.

Transaction Highlights

  • Increased asset diversification – 165,000 ounces of gold production1 in 2018 from two open-pit, heap leach operations in the stable jurisdictions of Sonora, Mexico and Nevada, USA
  • Enhanced growth profile – potential for low-capital expansion to increase expected annual gold production at Florida Canyon
  • Improved cash flow generation to support development project – cash flow generation from two mines to support development of the feasibility stage Ana Paula project which is anticipated to produce 115,000 ounces of gold per year2
  • Enhanced capital markets profile and potential re-rating – increased market capitalization of the combined company has the ability to appeal to a broader shareholder base and improve share trading liquidity
  • Strong balance sheet – combined pro forma entity has approximately $74 million in cash and equivalents3 and $29 million in total debt3

“This transaction is consistent with our strategy to create a leading mid-tier precious metals company” said Greg McCunn, CEO of Alio Gold.  “In addition to diversifying our asset base into one of the most attractive precious metal producing regions in the world, this transaction provides us with increased scale and liquidity to drive long term shareholder value. We see regional growth opportunities in Nevada and coupled with our high-grade, high-margin Ana Paula project, this transaction establishes a strong platform for future growth.”

In conjunction with the proposed transaction, Macquarie Bank Limited (“MBL”) has agreed not to exercise its right to require immediate repayment of the existing Florida Canyon project loan as a result of this change of control, subject to certain conditions.  At the closing of the transaction, the outstanding principal owing on the MBL project loan is expected to be $15 million.  MBL and the Company have commenced discussions regarding a restructuring of the loan at or after closing of the transaction and MBL has provided indicative terms for such a restructuring which remain subject to credit approval.  The indicative terms for the restructuring envision the principal remaining at the closing of the transaction will be repaid over 12 equal quarterly payments along with accrued interest.  Project loan type covenants including forward-looking financial ratios, cash sweep for early repayment of the loan and debt service and capital reserve account requirements would be replaced with a corporate guarantee and security from Alio Gold and certain of its affiliates. The Company intends to continue to work with MBL to seek final credit approval ahead of the close of the transaction.

Benefits to Rye Patch Shareholders

  • Immediate up-front premium of approximately 35% based on the 20-day volume weighted average prices of both companies while maintaining meaningful equity participation
  • Improved balance sheet with $45 million of pro forma net cash as at December 31, 20173 and the flexibility to support advancement of Rye Patch projects
  • Asset diversification with exposure to a second producing asset and meaningful ownership in Alio Gold’s high-grade, high-margin Ana Paula project
  • Expands operational capabilities, adding proven expertise in open pit mining and heap leaching
  • Combined company provides significant revaluation potential as a diversified company with growth opportunities

“When I founded Rye Patch twelve years ago, I envisioned creating a mid-tier, North American gold producer,” stated William C. Howald, Rye Patch’s President and CEO.  “This business combination with Alio Gold achieves that goal and creates a company with gold mining operations located in two stellar mining jurisdictions, Mexico and Nevada, with tremendous exploration upside.  The Alio Gold management team has a positive track record in Mexico and combined with Rye Patch will expect to repeat that success in Nevada.”

Benefits to Alio Gold Shareholders

  • Strengthens and de-risks portfolio with the addition of a second producing asset
  • Establishes an operating presence in Nevada, providing further geopolitical diversification
  • Provides near-term production growth while lowering combined cost profile
  • Strengthens Alio Gold’s ability to generate free cash flow on a per share basis
  • Incremental free cash flow to finance Ana Paula construction
  • Adds significant exploration potential with a large, district scale land package and strong pipeline of development and exploration opportunities

Management and Board

Alio Gold will continue to be managed by the executive team in Vancouver, Canada led by Greg McCunn as Chief Executive Officer and Colette Rustad as Chief Financial Officer.  In addition, the Company will seek to retain Doug Jones from Rye Patch as its Chief Operating Officer.

Alio Gold’s Board of Directors will continue to be led by Chairman, Bryan Coates and Alio Gold have invited two directors from Rye Patch, Tim Baker and John Mansanti, to join the combined board.  Committees are expected to be reconstituted at the first board of directors’ meeting following the close of the transaction.

Boards of Directors’ Recommendations 

The Arrangement has been unanimously approved by the board of directors and the special committee of Rye Patch and will be subject, among other things, to the favourable vote of 66 2/3% of the Rye Patch common shares voted at a special meeting of shareholders called to approve the transaction.  Officers and directors of Rye Patch as well as other shareholders including Primevest Capital Corp have entered into lock-up and support arrangements with Alio Gold under which they have agreed to vote in favour of the transaction. Capital West Partners has provided an opinion to the Rye Patch Board of Directors that the consideration offered is fair, from a financial point of view, to Rye Patch shareholders.

The Arrangement has been unanimously approved by the board of directors of Alio Gold and will be subject, among other things, to the favourable vote of a majority of the Alio Gold shareholders at its annual and special meeting. RBC Capital Markets has provided an opinion to the Alio Gold Board of Directors that the consideration offered is fair, from a financial point of view, to Alio Gold.

Deal Protection

In the event that the transaction is not completed, a termination fee of C$4.0 million is payable to either Alio Gold or Rye Patch, respectively, upon termination of this transaction by the terminating party on terms customary for a transaction of this nature.  Rye Patch has also provided Alio Gold with certain other customary rights, including a right to match competing offers.

Timing

Full details of the Arrangement will be included in the management information circulars of Alio Gold and Rye Patch and both circulars are expected to be mailed to their respective shareholders on or about April 17, 2018.  It is anticipated that both shareholder meetings and closing of the transaction will take place on or about May 25, 2018.

Advisors and Counsel

Alio Gold’s financial advisor is RBC Capital Markets, its legal advisors are Blake, Cassels & Graydon LLP in Canada and Paul, Weiss, Rifkind, Wharton & Garrison LLP in the United States.  PI Financial Corp. has been engaged as a Strategic Advisor for Alio Gold as part of the transaction.

Rye Patch’s financial advisor is Capital West Partners, its legal advisors are Koffman Kalef LLP in Canada and Dorsey & Whitney LLP in the United States.

Shareholders and other interested parties are advised to read the materials relating to the transaction that will be filed with securities regulatory authorities in Canada and with the United States Securities and Exchange Commission when they become available because they will contain important information.  Anyone may obtain copies of these documents when available free of charge at the Canadian Securities Administrators’ website at www.sedar.com and from the United States Securities and Exchange Commission at its website at www.sec.gov.  This announcement is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell the Shares or a solicitation of a proxy.

Conference Call and Webcast

Alio Gold will host a conference call and webcast today at [11:00] am EDT for members of the investment community to discuss the transaction. Management from both Alio Gold and Rye Patch will participate in the conference call.  Participants may join the conference call using the following call-in details:

Toll Free (US and Canada):                           (855) 427-9509
Toll Free (Outside North America):             (210) 229-8822
Conference ID:                                                 5577778
Webcast:                                                            https://edge.media-server.com/m6/p/w7s3y7at
Replay:                                                               To be available at www.aliogold.com

Annual Documents

Alio Gold would also like to notify shareholders in accordance with the requirements of the NYSE American, that the Company’s audited financial statements for the years ended December 31, 2017 and 2016 are available on the Company’s website at www.aliogold.com. Shareholders may also request a hard copy of the

complete audited financial statements free of charge at info@aliogold.com.  The Company’s annual report on Form 40-F has been filed with the Securities and Exchange Commission and is available at www.sec.gov and also at www.aliogold.com.

About Alio Gold

Alio Gold is a growth oriented gold mining company, focused on exploration, development and production in Mexico. Its principal assets include its 100%-owned and operating San Francisco Mine in Sonora, Mexico and its 100%-owned development stage Ana Paula Project in Guerrero, Mexico. Located within the highly prospective Guerrero Gold Belt on 56,000 hectares of underexplored land, the Ana Paula Project is a high-grade, high margin project currently in the definitive feasibility stage. An underground decline to provide access for an exploration drill program has been initiated. The drill program will target the continuation of the high-grade gold mineralization below the proposed pit which has the potential to significantly enhance the robust economics of the project. The Company also has a portfolio of other exploration properties, all of which are located in Mexico.

About Rye Patch Gold

Rye Patch’s assets are all located in Nevada, USA and include its 100%-owned Florida Canyon Mine. The mine is a past producing, open pit, heap leach operation that was recently restarted and achieved commercial production in December 2017.  Rye Patch also controls a sizeable 18,000 hectare land package along the Oreana Trend in Nevada with a 100% interest in Lincoln Hill, a PEA stage, open pit gold-silver project and a 100% interest in Wilco, a gold silver project with an NI 43-101 resource.  Rye Patch also holds the Gold Ridge and Garden Gate Pass exploration properties.

Footnotes:

  • Gold production estimate for 2018 is based on analyst consensus
  • Production estimate for the Ana Paula project from the technical report entitled “NI 43-101 Preliminary Feasibility Study, Guerrero, Mexico”, dated May 16, 2017 which is available on Alio Gold’s SEDAR profile at sedar.com.
  • Cash balance and debt outstanding as of December 31, 2017 and adjusted for subsequent events

Cautionary Note Regarding Forward-Looking Statements

This news release includes certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” under applicable Canadian securities laws. These forward-looking statements or information relate to, among other things: anticipated benefits of the Arrangement to Alio Gold, Rye Patch and their respective shareholders; the timing and receipt of required shareholder, court, stock exchange, creditor and regulatory approvals for the Arrangement; the ability of Alio Gold and Rye Patch to satisfy the other conditions to, and to complete, the Arrangement; the anticipated timing of the mailing of the information circulars regarding the Arrangement, the closing of the Arrangement; future growth potential for Alio Gold, Rye Patch and their respective businesses; future mine development plans at the Ana Paula Project; estimates regarding production at the San Francisco and Florida Canyon Mines; and estimates of production costs and the possible revaluation potential.

In respect of the forward-looking statements and information concerning the anticipated completion of the proposed Arrangement and the anticipated timing for completion of the Arrangement, the parties have provided them in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the time required to prepare and mail shareholder meeting materials, including the required joint management information circular; the ability of the parties to receive, in a timely manner, the necessary shareholder, court, stock exchange, creditor and regulatory approvals; and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement. These dates may change for a number of reasons, including unforeseen delays in preparing meeting material; inability to secure necessary shareholder, court, stock exchange, creditor and regulatory approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times.

Forward-looking information relating to future production, analyst coverage, liquidity, cash flow and potential revaluation of Alio Gold shares, future growth potential for Alio Gold, Rye Patch and their respective businesses, future mine development plans, estimates regarding the recovery of minerals, and estimates of production costs is based on management of the applicable parties’ reasonable assumptions, estimates, expectations, analyses and opinions, which are based on such management’s experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Assumptions have been made regarding, among other things, the price of silver, gold, and other metals; costs of development and production; estimated production rates for gold and other metals produced by the parties; the estimated costs of development of development projects; Alio Gold and/or Rye Patch’s ability to operate in a safe and effective manner and their ability to obtain financing on reasonable terms.

These statements reflect the parties’ respective current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the respective parties, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements or information and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: satisfaction or waiver of all applicable conditions to closing of the Arrangement including, without limitation, receipt of all necessary shareholder, court, stock exchange, creditor and regulatory approvals or consents and lack of material changes with respect to Alio Gold and Rye Patch and their respective businesses, all as more particularly set forth in the Arrangement Agreement; the synergies expected from the Arrangement not being realized; business integration risks; fluctuations in general macro-economic conditions; fluctuations in securities markets and the market price of Alio Gold’s shares; fluctuations in the spot and forward price of gold and other metals or certain other commodities (such as natural gas, fuel oil and electricity); fluctuations in the currency markets (such as the Canadian dollar, Mexican peso and the U.S. dollar); changes in national and local government, legislation, taxation, controls, regulations and political or economic developments in Canada, the United States or Mexico; operating or technical difficulties in connection with mining or development activities; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins and flooding); risks relating to the credit worthiness or financial condition of suppliers, refiners and other parties with whom the parties do business; inability to obtain adequate insurance to cover risks and hazards; and the presence of laws and regulations that may impose restrictions on mining, including those currently enacted in the United States and Mexico; employee relations; relationships with and claims by local communities and indigenous populations; availability and increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development, including the risks of obtaining necessary licenses, permits and approvals from government authorities; diminishing quantities or grades of mineral reserves as properties are mined; title to properties; and the factors identified under the caption “Risk Factors” in Alio Gold’s Annual Information Form, and under the caption “Risk Factors” in Rye Patch’s Annual Information Form. In addition, the failure of a party to comply with the terms of the Arrangement Agreement may result in that party being required to pay a termination fee to the other party, the result of which could have a material adverse effect on the paying party’s financial position and results of operations and its ability to fund growth prospects and current operations.

Readers are cautioned against attributing undue certainty to forward-looking statements or information. Although the parties have attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. The parties do not intend, and do not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.

Source: ALO

For further information, please contact:

Lynette Gould                                                                                                       Ira M. Gostin
Vice President, Investor Relations                                                                    Rye Patch Gold Inc.
Alio Gold Inc.                                                                                                       Tel: 604-638-1588
Tel: 604-638-8976                                                                                              investorrelations@ryepatchgold.com
lynette.gould@aliogold.com

Neither the TSX, TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX, TSX Venture Exchange) nor the New York Stock Exchange American accepts responsibility for the adequacy or accuracy of this news release.

Download the news release. 

March 19th, 2018|

RYE PATCH GOLD HIRES CHIEF OPERATING OFFICER

VANCOUVER, BC February 12, 2018 – Rye Patch Gold Corp. (“Rye Patch” or the “Company”) (TSX.V: RPM; OTCQX: RPMGF; FWB: 5TN) is pleased to announce the appointment of Mr. Douglas M. Jones, B.Sc. Mining Engineering, as the Company’s Chief Operating Officer.

Mr. Jones brings over 30 years of experience in US and international precious and base metal mining projects, operations, and engineering, including over 15 years in the gold space. He has held increasing positions of responsibility from front line to general manager to executive in many sizes and types of mining operations. Prior to joining Rye Patch, he has served as Senior Vice President for Eldorado Gold, managing gold and base metal operations in Asia and Europe. He was General manager for Kinross Gold in Washington and for Stillwater Mining in Montana. He has consulted for mining operations in South America, Asia, and Europe. Mr. Jones is excited to work again in Nevada, having spent ten years with Newmont on the Carlin Trend in various projects and operations. He has a proven track record and is unwavering in his team approach to safe productivity. Mr. Jones is a Mining Engineer from Colorado School of Mines, a professional member of SME and a Qualified Person under National Instrument 43-101.

“Doug brings a wealth of operational and managerial knowledge, experience and, most importantly, a track record of making and maintaining profitable mining operations.  His insight, understanding and capabilities will be a valuable addition to Rye Patch’s management team and the Florida Canyon mine.  The addition of the COO position will allow me to focus on the Company’s vision, values and culture”, stated William C. Howald, the Company’s CEO and President.

The Company also announces the grant under its Stock Option Plan of stock options to purchase an aggregate of 1,242,000 common shares of the Company to its directors, officers, employees and consultants.  The stock options are exercisable for a term of ten years at an exercise price of $1.30 per common share, subject to the options vesting schedule of 25% on the date of grant and another 25% every six months thereafter until fully vested.

In addition, the Company announces the award under its Restricted Share Unit Plan of an aggregate of 504,600 restricted share units (“RSUs”) to its directors, officers, employees and consultants.  Each RSU entitles the recipient to receive one common share of the Company, or a cash payment equal to the equivalent for one common share of the Company, following the vesting period of the RSU.  The RSUs awarded will vest as to one‑third on the date of grant and one‑third on the first and second anniversaries of the date of grant.

The stock option grants and RSU awards are subject to any necessary regulatory approvals.

About Rye Patch Gold Corp.

Rye Patch Gold Corp. is a Nevada based, Tier 1, mining company engaged in the mining and development of quality resource-based gold and silver mines and projects along the established Oreana trend in west central Nevada. Leveraging its strong financial position and cash to acquire the operating Florida Canyon Gold Mine, Rye Patch Gold Corp. now controls a trend-scale platform with mining operations, resource projects and exploration upside. The combination of operations and organic growth along a major Nevada gold trend positions Rye Patch as an emerging mid-tier gold producer with tremendous value added potential. For more information, please visit our website at www.ryepatchgold.com.

On behalf of the Board of Directors

‘William Howald’

William C. (Bill) Howald, CEO & President

For additional information contact:

Rye Patch Gold Corp
investorrelations@ryepatchgold.com
Tel.: (604) 638-1588
Fax: (604) 638-1589

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Download the news release.

February 12th, 2018|

RYE PATCH GOLD appoints financial advisors

VANCOUVER, BC February 5, 2018 – Rye Patch Gold Corp. (“Rye Patch” or the “Company”) (TSX.V: RPM; OTCQX: RPMGD; FWB: 5TNN) announces that Capital West Partners have been selected as financial advisors to the Special Committee of the Board of Directors.  The Company had previously announced (news release dated January 17, 2018) the appointment of a Special Committee comprised of all of the independent directors of the Company to conduct a strategic review process and to make recommendations to the Board arising from the review process.  Capital West Partners has undertaken to complete a review of all strategic alternatives for recommendation to the Special Committee and deliver a report containing their analysis, findings and recommendations.

Established in 1990, Capital West Partners is an independent investment banking firm based in Vancouver, BC specializing in corporate finance and advisory services to corporations and governments.  Capital West Partners and its principals have provided advisory services in a significant number of merger, acquisition and divestiture transactions involving public and private companies across numerous industries.

About Rye Patch Gold Corp.

Rye Patch Gold Corp. is a Nevada based, Tier 1, mining company engaged in the mining and development of quality resource-based gold and silver mines and projects along the established Oreana trend in west central Nevada. Leveraging its strong financial position and cash to acquire the operating Florida Canyon Gold Mine, Rye Patch Gold Corp. now controls a trend-scale platform with mining operations, resource projects and exploration upside. The combination of operations and organic growth along a major Nevada gold trend positions Rye Patch as an emerging mid-tier gold producer with tremendous value added potential. For more information, please visit our website at www.ryepatchgold.com.

On behalf of the Board of Directors

‘William Howald’

William C. (Bill) Howald, CEO & President

For additional information contact:
Rye Patch Gold Corp
investorrelations@ryepatchgold.com
Tel.: (604) 638-1588
Fax: (604) 638-1589

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Download the news release.

February 5th, 2018|

RYE PATCH GOLD CLOSES $20M BOUGHT DEAL OFFERING

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. 

VANCOUVER, BC January 31, 2018 – Rye Patch Gold Corp. (“Rye Patch” or the “Company”) (TSX.V: RPM; OTCQX: RPMGD; FWB: 5TNN) is pleased to announce the completion of the bought deal private placement offering announced on January 17, 2018 whereby the Company issued a total of 15,384,700 units of the Company (“Units”) at a price of $1.30 per Unit for gross proceeds of $20,000,110 (the “Offering”). Each Unit consisted of one common share of the Company (“Common Share”) and one common share purchase warrant (a “Warrant”). Each Warrant is exercisable to acquire one Common Share at an exercise price of $1.65 until January 31, 2020. The Offering includes exercise in full of the Underwriters’ (as defined below) over‑allotment option to purchase additional Units at $1.30 per Unit.

The Offering was led by PI Financial Corp. and included Canaccord Genuity Corp. and Industrial Alliance Securities Inc. as underwriters (the “Underwriters”).  The Company paid the Underwriters a 5% cash commission on the proceeds of the Offering. The Company also issued the Underwriters compensation options (the “Compensation Options”) exercisable for the purchase of a total of 307,694 Common Shares at $1.30 per Common Share until January 31, 2020.

The Company will use the net proceeds of the Offering for debt servicing, working capital and the continued ramp up of the Company’s Florida Canyon Mine.

One of Rye Patch’s insider shareholders purchased Units under the Offering.  The placement to such insider constitutes a “related party transaction”, within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61‑101 (“MI 61‑101”). The Company has relied on the exemptions from the formal valuation and minority approval requirements of MI 61‑101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61‑101 in respect of related party participation. Further details will be included in the Company’s material change report to be filed in connection with the closing of the Offering. Such disclosure will not have been made in a material change report filed more than 21 days prior to closing of the Offering due to there being less than 21 days between the date of the insider’s subscription agreement and the closing of the Offering.

The Common Shares and Warrants issued under the Offering, the Compensation Options, and the Common Shares issuable upon exercise of the Warrants and the Compensation Options are subject to a hold period that expires on June 1, 2018.  The Offering is subject to final approval of the TSX Venture Exchange.

The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state and may not be offered or sold in the United States absent an exemption from registration.

About Rye Patch Gold Corp.

Rye Patch Gold Corp. is a Nevada based, Tier 1, mining company engaged in the mining and development of quality resource-based gold and silver mines and projects along the established Oreana trend in west central Nevada. Leveraging its strong financial position and cash to acquire the operating Florida Canyon Gold Mine, Rye Patch Gold Corp. now controls a trend-scale platform with mining operations, resource projects and exploration upside. The combination of operations and organic growth along a major Nevada gold trend positions Rye Patch as an emerging mid-tier gold producer with tremendous value added potential. For more information, please visit our website at www.ryepatchgold.com.

On behalf of the Board of Directors

‘William Howald’

William C. (Bill) Howald, CEO & President

For additional information contact:
Rye Patch Gold Corp
investorrelations@ryepatchgold.com
Tel.: (604) 638-1588
Fax: (604) 638-1589
Forward-looking Statements

This release includes certain statements that may be deemed to be “forward-looking statements”, including statements as to use of proceeds of the Offering. All statements in this release, other than statements of historical facts, that address events or developments that management of the Company expect, are forward-looking statements.  These statements are based on assumptions that the proceeds will be used in the manner outlined.  Actual results or developments may differ materially from those in forward-looking statements and there are risks that the proceeds may not be sufficient for the purposes intended. Rye Patch disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, save and except as may be required by applicable securities laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Download the news release.

January 31st, 2018|

RYE PATCH GOLD CORP. ANNOUNCES $15 MILLION BOUGHT DEAL PRIVATE PLACEMENT; ESTABLISHES STRATEGIC REVIEW PROCESS

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS

VANCOUVER, BC January 17, 2018 – Rye Patch Gold Corp. (Rye Patch” or the “Company”) (TSX.V: RPM; OTCQX: RPMGD; FWB: 5TN) is pleased to announce that it has entered into an agreement with PI Financial Corp., as lead underwriter on behalf of a syndicate of underwriters (collectively, the “Underwriters”), under which the Underwriters have agreed to purchase, on a bought deal private placement basis 11,538,500 units (the “Units”) of the Company at a price of $1.30 per Unit, for aggregate gross proceeds of $15,000,050 (the “Offering”). Each Unit will be comprised of one common share and one transferable common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to acquire one common share of Rye Patch at a price of $1.65 for a period of 24 months following the closing of the Offering.

The Company has also granted the Underwriters the option to increase the size of the Offering by up to 3,846,200 Units to cover over-allotments, exercisable in whole or in part at up to 48 hours prior to the closing date of the Offering, for additional gross proceeds of up to $5,000,060.

The net proceeds of the Offering will be used for debt servicing, working capital and the continued ramp up of the Florida Canyon Mine.

The Offering is scheduled to close on or about January 31, 2018, or such other date as agreed between the Company and the Agents, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the TSX Venture Exchange.

In addition, the board of directors (the “Board”) of Rye Patch has also determined to initiate a strategic review process to explore alternatives available to the Company for the enhancement of shareholder value.

Chief Executive Officer Bill Howald commented, “The Board has approved a process to review and evaluate potential alternatives that may further maximize value for Rye Patch’s shareholders.”

Mr. Howald added, “The strategic review will encompass a careful evaluation of the Company’s development strategy, business plan, market valuation and capital structure and will consider numerous opportunities or alternatives for the Company, including potential mergers, acquisitions or dispositions, restructuring or refinancing of its credit facility, and any other options identified with the fundamental objective of achieving the best value for the Company’s shareholders.”

The Board has appointed a Special Committee comprised solely of independent directors to review and evaluate proposals considered as part of the strategic review process, and to make recommendations to the Board thereon. The Special Committee is chaired by Tim Baker and is comprised of Jonathan Challis, Charles Russell and John Mansanti, being all of the independent directors of the Company.

There can be no assurance that the Company’s efforts will be successful or that the strategic review process will result in any transaction.

The Company’s mine ramp up at Florida Canyon will be unaffected by this review process.

This news release does not constitute an offer to sell or a solicitation of an offer to sell securities in the United States, nor in any other jurisdiction.  The securities have not been and will not be 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 within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. 

About Rye Patch Gold Corp.

Rye Patch Gold Corp. is a Nevada based, Tier 1, mining company engaged in the mining and development of quality resource-based gold and silver mines and projects along the established Oreana trend in west central Nevada. Leveraging its strong financial position and cash to acquire the operating Florida Canyon Gold Mine, Rye Patch Gold Corp. now controls a trend-scale platform with mining operations, resource projects and exploration upside. The combination of operations and organic growth along a major Nevada gold trend positions Rye Patch as an emerging mid-tier gold producer with tremendous value added potential. For more information, please visit our website at www.ryepatchgold.com.

On behalf of the Board of Directors

‘William Howald’
William C. (Bill) Howald, CEO & President

For additional information contact:
Rye Patch Gold Corp
investorrelations@ryepatchgold.com
Tel.: (604) 638-1588
Fax: (604) 638-1589

Forward-Looking Statements

This release includes certain statements that may be deemed to be “forward-looking statements”, including statements as to use of proceeds of the Offering, closing of the Offering and review of strategic opportunities and alternatives. All statements in this release, other than statements of historical facts, that address events or developments that management of the Company expect, are forward-looking statements.  These statements are based on assumptions that the Offering will complete as proposed, the proceeds will be available to the Company and used in the manner outlined and that the strategic review will identify opportunities for the Company.  Actual results or developments may differ materially from those in forward-looking statements and there are risks attendant with completion of the Offering, risks that the proceeds may not be sufficient for the purposes intended and risks that the strategic review will not result in any transaction. Rye Patch disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, save and except as may be required by applicable securities laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Download the news release.

January 17th, 2018|