January 13, 2015, Toronto, Ontario, Canada – Rio Silver Inc. (“Rio Silver” or the “Company”) (TSX.V: RYO) is pleased to announce a non-brokered private placement of up to 6,000,000 units (“Units”) at $0.05 per Unit for gross proceeds of up to $300,000 (the “Offering”). Each Unit will consist of one common share of the Company and one common share purchase warrant (each, a “Warrant”) of the Company. Each Warrant will entitle the holder to acquire one additional common share of the Company at a price of $0.075 per share. The Warrants will expire twenty-four months from the date of issue unless the closing price of the common shares of the Company is $0.10 or higher for twenty (20) consecutive trading days any time after
the date that is four months and a day after issue, in which case the Warrants will expire thirty (30) days after notice to Warrant holders announcing an earlier expiry date. It is anticipated that certain insiders of the Company will participate in the Offering. The proceeds from the Offering will be used to (i) continue modest work on the Company’s Niñobamba silver and gold project in Peru and the Gerow Lake project in Ontario, (ii) meet its immediate financial obligations, and (iii) for working capital.
The Company may pay certain finders’ fees in connection with a portion of the Offering subject to the policies of the TSX Venture Exchange (the “Exchange”). The securities issued herein will be subject to a four month statutory hold period. The closing of the Offering is subject to the approval of the Exchange.
A portion of the Offering will be a “related party transaction” under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). There has been no formal valuation of the Company or its assets to date, as there has not been any necessity to do so. The Offering is exempt from the formal valuation requirements under Section 5.4 of MI 61-101 and the minority approval requirements under Section 5.6 of MI 61-101 pursuant to the Company’s reliance on the financial hardship exemption under Sections 5.5(g) and 5.7(1)(e), respectively, of MI 61-101. Completion of the Offering will allow the Company to continue modest work on its exploration properties and improve its current working capital deficiency position.
ON BEHALF OF THE BOARD OF DIRECTORS OF RIO SILVER INC.
President and Chief Executive Officer
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
This news release includes forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward-looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required by applicable laws.
For more information contact:
Jeff Reeder, President, CEO
Tel: (647) 302-3290
Dan Hamilton, Chief Financial Officer
Tel: (416) 867-1591 Ext 303