NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DESSIMINATION IN THE UNITED STATES
VANCOUVER, BC / ACCESS Newswire / June 6, 2025 / Rio Grande Resources Ltd. (CSE:RGR)(OTCPINK:RGRLF) ("Rio Grande" or "RIO" the "Company"), is pleased to announce the successful closing of its non-brokered, full subscribed private placement, which was previously announced on May 30, 2025, issuing an aggregate of 13,328,900 units of the Company (each a "Unit") at a price of $0.10 per Unit for gross proceeds of $1,332,890 (the "Private Placement"). Each Unit consisted of one common share (each, a "Share") and one transferable common share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder to purchase one additional Share of the Company at a price of $0.20 per Share for a period of 24 months from the date of issuance.
Certain directors and officers of the Company acquired Units under the Private Placement. Such participation is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any Units issued to, or the consideration paid by, such persons will exceed 25% of the Company's market capitalization.
All securities issued in connection with the Private Placement are subject to a hold period of four months and one day pursuant to applicable securities laws. A total of $300 in fees were paid in connection with the Private Placement.
The net proceeds from the Placement will be allocated towards exploration activities and for general corporate purposes. In accordance with the regulations of the Canadian Securities Exchange ("CSE"). All securities issued pursuant to the Private Placement will be subject to a hold period of four months and one day as required under applicable securities legislation.
The securities offered under the Private Placement have not been, nor will they be, registered under the U.S. Securities Act, as amended, or any state securities law, and may not be offered, sold or delivered, directly or indirectly, within the United States, or to or for the account or benefit of U.S. persons, absent registration or an exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any state in the United States in which such officer, solicitation or sale would be unlawful.
The Company would also like to advise that the warrant term is 24 months, not 30 months as previously stated on the May 30, 2025, news release. All other terms of the private placement remain unchanged, and regret for any confusion this may have caused.
About Rio Grande Resources
Rio Grande Resources (CSE:RGR) is a burgeoning mineral exploration company focused on unlocking the high-grade gold and silver potential within its 3,000-acre drill-ready property in the Black Range of Sierra County, New Mexico. The company holds 100% interest in the Winston project group, which includes the 2 patented historic Ivanhoe & Emporia Claims, and Little Granite mines, all known for their past production of high-grade precious metals. Rio Grande Resources is led by a team of experienced professionals with expertise in mineral exploration and development, who are targeting large-scale precious metal discoveries within the property's well-documented low-sulfidation epithermal setting.
To view the company fact sheet and corporate presentation, please visit our website at www.riogranderesources.ca.
Except for the statements of historical fact contained herein, the information presented in this news release and oral statements made from time to time by representatives of the Company are or may constitute "forward-looking statements" as such term is used in applicable United States and Canadian laws and including, without limitation, within the meaning of the Private Securities Litigation Reform Act of 1995, for which the Company claims the protection of the safe harbor for forward-looking statements. Such forward-looking statements and forward-looking information include, but are not limited to, the Company's expectations with respect to the Private Placement; and the use of proceeds under the Private Placement;. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any other statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect," "is expected," "anticipates" or "does not anticipate," "plans," "estimates" or "intends," or stating that certain actions, events or results "may," "could," "would," "might" or "will" be taken, occur or be achieved) are not statements of historical fact and should be viewed as forward-looking statements. 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 to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and other factors include, among others, the availability of capital to fund programs and the resulting dilution caused by the raising of capital through the sale of Units, continuity of agreements with third parties, risks and uncertainties associated with the environment and delays in obtaining governmental approvals, permits or financing. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. Forward-looking information is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Many of these factors are beyond the Company's ability to control or predict. Important factors that may cause actual results to differ materially and that could impact the Company and the statements contained in this news release can be found in the Company's filings on SEDAR+. The Company assumes no obligation to update or supplement any forward-looking statements whether as a result of new information, future events or otherwise. Accordingly, readers should not place undue reliance on forward-looking statements contained in this news release and in any document referred to in this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities. Please refer to the Company's most recent filings under its profile on SEDAR+ at www.sedarplus.ca for further information respecting the risks affecting the Company and its business.
The CSE has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.
