Rise Resources Inc. (CSE:UPP) has announced a non-brokered private placement of up to 7,500,000 units at a price of $0.20 per unit for gross proceeds of up to $1,500,000. Each unit will consist of one share of the Company's common stock and one transferable share purchase warrant exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance.
The Private Placement will include existing shareholders of the Company under the provisions of BC Instrument 45-354 and similar instruments in other jurisdictions of Canada (the "Existing Shareholder Exemption") and new investors under Multilateral CSA Notice 45-318 ("CSA 45-318") and the corresponding instruments, orders and rules implementing CSA 45-318 in the participating jurisdictions, including BC Instrument 45-536 (the "Investment Dealer Exemption").
The Company has set December 27, 2016 as the record date for the purpose of determining shareholders entitled to participate in the Private Placement in reliance on the Existing Shareholder Exemption, and qualifying shareholders who wish to participate should contact the Company using the information set forth below. The Existing Shareholder Exemption limits shareholders to a maximum investment of $15,000 every 12 months unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. If Rise receives subscriptions from investors relying on the Existing Shareholder Exemption exceeding the maximum offering amount, the Company will allocate the units pro-rata among all such investors.
In order for the Company to rely on the Investment Dealer Exemption, each investor must purchase the shares as principal and obtain advice regarding the suitability of the investment from a person that is registered as an investment dealer in the jurisdiction in which the investor is resident.
In addition to the Existing Shareholder Exemption and Investment Dealer Exemption, Rise plans to conduct the Private Placement in reliance on other available exemptions from the prospectus requirements of applicable securities legislation, including sales to accredited investors and close personal friends and business associates of directors and officers of the Company. All securities issued in connection with the Private Placement, including any finder's warrants, will be subject to statutory hold periods in accordance with applicable United States and Canadian securities laws for a minimum of four months and one day. The Company may pay finder's fees to eligible persons in accordance with applicable securities laws and regulatory policies.
Source: Rise Resources
