Rio Grande Resources Announces Non-Brokered Private Placement

Rhea-AI Summary

Rio Grande Resources has announced a non-brokered private placement to raise up to $1,332,890 by offering 13,328,900 units at $0.10 per unit. Each unit includes one common share and one transferrable warrant, with warrants exercisable at $0.20 per share for 30 months. Company directors and officers may participate in the placement, which is exempt from formal valuation requirements. The proceeds will fund exploration activities and general corporate purposes. The offering is expected to close around June 06, 2025, with securities subject to a four-month hold period. The placement is not available to U.S. investors and securities will not be registered under U.S. Securities Act.

Positive

• Potential to raise $1.33 million in fresh capital
• Warrants provide potential for additional future funding at $0.20 per share
• Management participation shows alignment with shareholders

Negative

• Offering price of $0.10 may represent a discount to market price
• Dilution for existing shareholders
• Four-month hold period restricts immediate trading

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC / ACCESS Newswire / May 30, 2025 / Rio Grande Resources Ltd. (CSE:RGR)(OTC PINK:RGRLF) ("Rio Grande" or "RIO" the "Company"), is pleased to announce non-brokered private placement of up to 13,328,900 units of the Company (each a "Unit") at a price of $0.10 per Unit for gross proceeds of up to $1,332,890 (the "Private Placement").

Each Unit will consist of one common share (each, a "Share") and one transferrable 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 30 months from the date of issuance.

Directors and officers of the Company may acquire securities under the Private Placement, which will be considered a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). Such participation is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.

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.

Closing of the Private Placement is expected to occur on or around June 06, 2025.

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.

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; the use of proceeds under the Private Placement; completion of the Private Placement and the date of closing. 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 shares, continuity of agreements with third parties, the satisfaction of the conditions to the Private Placement, 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

What is the size of Rio Grande Resources' (RGRLF) private placement announced on May 30, 2025?

Rio Grande Resources announced a private placement of up to 13,328,900 units at $0.10 per unit to raise gross proceeds of up to $1,332,890.

What are the terms of RGRLF's warrant offering in the May 2025 private placement?

Each warrant allows the purchase of one additional share at $0.20 per share for a period of 30 months from issuance.

When is the expected closing date for Rio Grande Resources' private placement?

The private placement is expected to close on or around June 06, 2025.

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.

Can company insiders participate in Rio Grande Resources' private placement?

Yes, directors and officers may acquire securities under the private placement, which is exempt from formal valuation and minority shareholder approval requirements.