NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH UNITED STATES NEWSWIRE SERVICES
VANCOUVER, BC: July 24, 2017 – Rhys Resources Ltd. (TSX.V: RYS.H) (“Rhys” or the “Company”) announces that further to its press release dated July 5, 2017 announcing a non-brokered private placement (the “Offering”) generating aggregate proceeds of not less than $2 million, the Company has arranged a placement of up to 11,428,571 units (each a “Unit”) at $0.35 per Unit for gross proceeds of $4 million.
Each Unit will entitle the holder to receive one common share of the Company (each a “Common Share”) plus one half of one transferable share purchase warrant, each whole warrant (a “Warrant”) entitling the holder to acquire one common share of the Company at an exercise price of $0.50 per share for a period of twenty (24) months, subject to accelerated expiry provisions whereby in the event the closing price of the Company’s common shares exceeds $0.70 per share for a period of 20 consecutive trading days, at the Company’s election, the 24 month period within which the Warrants are exercisable will be reduced and the holders of the Warrants will be entitled to exercise their Warrants for a period of 30 days commencing on the day the Company provides notice of same.
The Company intends to pay cash commission of up to 7.0% of gross proceeds and broker warrants equal in number to up to 7.0% the number of Units sold, payable to registrants. Each broker warrant shall have the same terms as the Warrants, provided however that they will be non-transferable.
The Company also intends to complete a portion of the Offering pursuant to Multilateral CSA Notice 45-318 Prospectus Exemption for Certain Distributions through an Investment Dealer (“CSA 45-318”) and the corresponding instruments, orders and rules implementing CSA 45-318 in the participating jurisdictions (collectively with CSA 45-318, the “Investment Dealer Exemption”). In addition to conducting the Offering pursuant to the Investment Dealer Exemption, the Company will also accept subscriptions for Units where other prospectus exemptions are available.
In accordance with the Investment Dealer Exemption, the Company advises that, as at the date hereof, there is no material fact or material change in respect of the Company that has not been generally disclosed. Additionally, the Company advises that there is no minimum number of Units being offered pursuant to the Offering.
The net proceeds of the Offering will be used to fund the Company’s proposed acquisition of the TNM cobalt property located in Indonesia, and for general working capital.
All securities distributed pursuant to the Offering will be subject to a statutory hold period of four months and a day from the date of issuance. Closing of the Offering is subject to receipt of all necessary regulatory approvals.
Trading in the Rhys common shares has been halted and is expected to remain halted pending completion of the Transaction. There can be no assurance that trading in the common shares of Rhys will resume prior to the completion of the Transaction. Further details concerning the Transaction, CPA (including additional financial information and technical information respecting the TNM Project) and other matters will be announced if and when a definitive agreement is reached.
Following the completion of the Transaction, Rhys expects to change its name to ‘Pacific Rim Cobalt Corp.’ or such other name as the parties may determine. A new trading symbol would also be assigned.
Rhys Resources Ltd.
Steve Vanry – CFO & Director
Sean Bromley – Investor Contact
Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.