Rio Grande Resources Announces Closing of Fully Subscribed Non-Brokered Private Placement

Rhea-AI Summary

Rio Grande Resources (RGRLF) has successfully closed its previously announced non-brokered private placement, raising gross proceeds of $1,332,890. The company issued 13,328,900 units at $0.10 per unit, with each unit comprising one common share and one transferable warrant. The warrants allow holders to purchase additional shares at $0.20 per share within 24 months. Company directors and officers participated in the placement, qualifying as a related party transaction exempt from formal valuation requirements. The securities are subject to a four-month hold period, and minimal fees of $300 were incurred. Proceeds will fund exploration activities and general corporate purposes. The company also corrected the warrant term from the previously announced 30 months to 24 months.

Positive

• Successfully raised $1.33 million in gross proceeds through fully subscribed private placement
• Minimal fees of only $300 associated with the placement
• Management participation demonstrates insider confidence
• Proceeds will support exploration activities and operations

Negative

• Potential dilution from issuance of 13.3 million new units
• Additional dilution possible if warrants are exercised
• Four-month hold period restricts immediate trading

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.

Contact and Information

Company
Jason Barnard, President CEO and Director
(604) 767-6598
jason.barnard@riogranderesources.ca

Investor Relations Contact
Lucas A. Zimmerman & Ian Scargill
MZ Group - MZ North America
(262) 357-2918
RGR@mzgroup.us
www.mzgroup.us

Follow us or contact us on social media
X: @RioGrandeRGR
LinkedIn: https://www.linkedin.com/company/rio-grande-resources-ltd/
Facebook: facebook.com/profile.php?id=61572800435230

Forward-Looking Statements

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.

SOURCE: Rio Grande Resources

View the original press release on ACCESS Newswire

FAQ

How much did Rio Grande Resources (RGRLF) raise in their June 2025 private placement?

Rio Grande Resources raised gross proceeds of $1,332,890 through the issuance of 13,328,900 units at $0.10 per unit.

What are the terms of RGRLF's June 2025 private placement warrants?

Each warrant allows holders to purchase one additional share at $0.20 per share for a period of 24 months from issuance.

How will Rio Grande Resources use the proceeds from the private placement?

The net proceeds will be used for exploration activities and general corporate purposes.

Did Rio Grande's management participate in the private placement?

Yes, certain directors and officers participated in the private placement as a related party transaction.

What is the hold period for securities issued in RGRLF's private placement?

All securities issued are subject to a hold period of four months and one day pursuant to applicable securities laws.