TABLE
OF CONTENTS
GLOSSARY
OF TERMS
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7
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CURRENCY
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7
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ABOUT
THIS PROSPECTUS
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7
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PROSPECTUS
SUMMARY
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9
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RISK
FACTORS
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10
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CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
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20
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USE
OF PROCEEDS
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20
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SELLING
STOCKHOLDERS
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21
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PLAN
OF DISTRIBUTION
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31
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DESCRIPTION
OF CAPITAL STOCK
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34
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LEGAL
MATTERS
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34
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INTERESTS
OF EXPERTS
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34
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WHERE
YOU CAN FIND MORE INFORMATION
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35
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INFORMATION
INCORPORATED BY REFERENCE
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35
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GLOSSARY
OF TERMS
Common
Stock
means the issued and unissued shares of our common stock with a par value of US$0.001.
CSE
means the Canadian Securities Exchange.
December
2016 Warrants
means common stock purchase warrants issued on December 23, 2016, exercisable at a price of $0.40
per share until December 23, 2018.
Exchange
Act
means the Securities Exchange Act of 1934, as amended.
February 2017
Warrants
means common stock purchase warrants issued on February 6, 2017, exercisable at a price of $0.40 per
share until February 6, 2019.
I-M
Mine Property
means the Idaho-Maryland Mine Property comprising approximately 93 acres (38 hectares) surface land and
approximately 2,800 acres (1,133 hectares) mineral rights located near Grass Valley of Nevada County in northern California, USA.
I-M
Mine Project
means Rises gold project located on the I-M Mine Property.
January 2017
Warrants
means common stock purchase warrants issued on January 24, 2017, exercisable at a price of $0.40 per
share until January 24, 2019.
Klondike
Warrants
means common stock purchase warrants issued on July 13, 2016 exercisable at a price of $0.227 per share
until July 13, 2018.
May 2017
Warrants
means common stock purchase warrants issued on May 5, 2017, exercisable at a price of $0.40 per share
until May 5, 2019.
NI 43-101
means National Instrument 43-101 (Standards of Disclosure for Mineral Projects).
Securities
Act
means the United States Securities Act of 1933, as amended.
September 2017
Warrants
means common stock purchase warrants issued on September 25, 2017, exercisable at a price of $0.25 per
share until September 25, 2019.
CURRENCY
All
dollar amounts in this prospectus are expressed in Canadian dollars unless otherwise indicated. Our financial accounts are maintained
in Canadian dollars and our financial statements are prepared in conformity with accounting principles generally accepted in the
United States of America. Some of our material agreements use Canadian dollars and our Common Stock is traded on the CSE in Canadian
dollars.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the SEC. You should rely only on the information contained in
this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus.
This prospectus is offering to sell, and is seeking offers to buy, the securities only in jurisdictions where offers and sales
are permitted. The information contained in this prospectus speaks only as of the date of this prospectus (unless the information
specifically indicates that another date applies), regardless of the time of delivery of this prospectus or of any sale of the
Shares.
We may provide a prospectus supplement containing specific information about the terms of a particular offering by the
selling shareholders, or their transferees. The prospectus supplement may add, update or change information in this prospectus.
If information in a prospectus supplement is inconsistent with the information in this prospectus, you should rely on the information
in that prospectus supplement. You should read both this prospectus and, if applicable, any prospectus supplement hereto. See
Where You Can Find More Information for more information.
This
prospectus includes and incorporates by reference industry and market data and other information that we have obtained from, or
which is based upon, market research, independent industry publications or other publicly available information. Any such data
and other information is subject to change based on various factors, including those described below under the heading Risk
Factors and elsewhere in this prospectus.
We
have not, and the selling stockholders have not, authorized anyone to provide you with information different from that contained
or incorporated by reference in this prospectus or in any supplement to this prospectus or free writing prospectus, and neither
we nor the selling stockholders take any responsibility for any other information that others may give you. This prospectus is
not an offer to sell, nor is it a solicitation of an offer to buy, the securities in any jurisdiction where the offer or sale
is not permitted. You should not assume that the information contained in this prospectus or any prospectus supplement or free
writing prospectus is accurate as of any date other than the date on the front cover of those documents, or that the information
contained in any document incorporated by reference is accurate as of any date other than the date of the document incorporated
by reference, regardless of the time of delivery of this prospectus or any sale of a security. Our business, financial condition,
results of operations and prospects may have changed since those dates.
PROSPECTUS
SUMMARY
This
summary highlights certain information contained elsewhere in this prospectus. You should read this entire prospectus carefully,
including the Risk Factors and the financial statements and related notes incorporated by reference herein. This
prospectus includes forward-looking statements that involve risks and uncertainties. See Cautionary Note Regarding Forward-Looking
Statements. References to we, our, Rise, and the Company refer
to Rise Gold Corp.
About
the Company
We
are a mineral exploration stage company incorporated in the state of Nevada, United States. Our current business operations are
focused on exploring the I-M Mine Property located near Grass Valley of Nevada County in northern California. Our management team
is headquartered in Vancouver, BC, Canada.
We
acquired our interest in the I-M Mine Project by exercising an option granted pursuant to an option agreement dated August 30,
2016 (as amended November 11, 2016 and December 23, 2016) with the owners of the property. A more detailed discussion
of the I-M Mine Project and of the current status of our business operations is provided under the sections entitled Business
and Properties in our Form 10-K annual report for the year ended July 31, 2018 which is incorporated herein by reference.
We have prepared a technical report outlining an exploration plan which we are now preparing to commence. This report was created
through processing historic data on the I-M Mine Property obtained from the vendors and from historic information in public databases
in Nevada County.
The
Offering
Shares
Offered by the Selling Stockholders
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52,560,780
Shares of our Common Stock, including:
● 25,715,390
Shares held by selling stockholders;
● 1,500,000
Shares issuable upon exercise of common stock purchase warrants held by a selling stockholder issued on July 13, 2016 and
exercisable at a price per Share of $0.227.
● 11,778,000
Shares issuable upon exercise of common stock purchase warrants held by selling stockholders issued on December 23, 2016
and exercisable at a price per Share of $0.40;
● 1,935,000
Shares issuable upon exercise of common stock purchase warrants held by selling stockholders issued on January 24, 2017 and
exercisable at a price per Share of $0.40;
● 100,000
Shares issuable upon exercise of common stock purchase warrants held by selling stockholders issued on February 6, 2017 and
exercisable at a price per Share of $0.40;
● 4,605,250
Shares issuable upon exercise of common stock purchase warrants held by selling stockholders issued on May 5, 2017 and exercisable
at a price per Share of $0.40; and
● 6,927,140 Shares issuable upon exercise of common stock purchase warrants held by selling stockholders issued on September 25,
2017 and exercisable at a price per Share of $0.25.
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Offering
Price
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To
be determined at the time of sale by the selling stockholders.
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Use
of Proceeds
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We
will not receive any proceeds from the sale of the Shares by selling stockholders covered by this prospectus.
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Common
Stock Outstanding at Nov. 23, 2018
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145,990,357
shares of Common Stock.
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Trading
Symbols
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Our
Common Stock is listed on the CSE under the symbol RISE and quoted on the OTCQB under the symbol RYES.
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Risk
Factors
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Investing
in our securities involves a high degree of risk. See Risk Factors.
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RISK
FACTORS
Investing
in the Shares involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together
with all of the other information contained and incorporated by reference in this prospectus, before deciding to invest in the
Shares. If any of the following risks materialize, our business, financial condition, results of operations, and future prospects
will likely be materially and adversely affected. In that event, the market price of the Shares could decline and you could lose
all or part of your investment.
Risks
Related to Our Company
Our
ability to operate as a going concern is in doubt.
The
audit opinion and notes that accompany our financial statements for the years ended July 31, 2018 and 2017, disclose a going
concern qualification to our ability to continue in business. The accompanying financial statements have been prepared under the
assumption that we will continue as a going concern. We are an exploration stage company and we have incurred losses since our
inception.
We
currently have no historical recurring source of revenue and our ability to continue as a going concern is dependent on our ability
to raise capital to fund our future exploration and working capital requirements or our ability to profitably execute our business
plan. Our plans for the long-term return to and continuation as a going concern include financing our future operations through
sales of our Common Stock and/or debt and the eventual profitable exploitation of our I-M Mine Property. Additionally, the volatility
in capital markets and general economic conditions in the United States and elsewhere can pose significant challenges to raising
the required funds. These factors raise substantial doubt about our ability to continue as a going concern.
Our
consolidated financial statements do not give effect to any adjustments required to realize ours assets and discharge our liabilities
in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.
We
will require significant additional capital to fund our business plan.
We
will be required to expend significant funds to determine whether proven and probable mineral reserves exist at our properties,
to continue exploration and, if warranted, to develop our existing properties, and to identify and acquire additional properties
to diversify our property portfolio. We anticipate that we will be required to make substantial capital expenditures for the continued
exploration and, if warranted, development of our I-M Mine Property. We have spent and will be required to continue to expend
significant amounts of capital for drilling, geological, and geochemical analysis, assaying, and feasibility studies with regard
to the results of our exploration at our I-M Mine Property. We may not benefit from some of these investments if we are unable
to identify commercially exploitable mineral reserves.
As
of July 31, 2018, we had cash of $69,616 and a working capital deficiency of $256,854, compared to cash of $337,099 and working
capital of $185,429 on July 31, 2017. As of the date of this prospectus, our planned operational needs are approximately
$1,670,000 until July 31, 2019. We anticipate that we may need to raise up to $1,020,000 to continue planned operations for the next twelve months from the date of this prospectus. We are actively pursuing such additional
sources of debt and equity financing, and while we have been successful in doing so in the past, there can be no assurance we
will be able to do so in the future.
Our
ability to obtain necessary funding for these purposes, in turn, depends upon a number of factors, including the status of the
national and worldwide economy and the price of metals. Capital markets worldwide were adversely affected by substantial losses
by financial institutions, caused by investments in asset-backed securities and remnants from those losses continue to impact
the ability for us to raise capital. We may not be successful in obtaining the required financing or, if we can obtain such financing,
such financing may not be on terms that are favorable to us.
Our inability to access sufficient capital for our operations could
have a material adverse effect on our financial condition, results of operations, or prospects. Sales of substantial amounts of
securities may have a highly dilutive effect on our ownership or share structure. Sales of a large number of shares of our Common
Stock in the public markets, or the potential for such sales, could decrease the trading price of the shares and could impair
our ability to raise capital through future sales of Common Stock. We have not yet commenced commercial production at any of our
properties and, therefore, have not generated positive cash flows to date and have no reasonable prospects of doing so unless
successful commercial production can be achieved at our I-M Mine Property. We expect to continue to incur negative investing and
operating cash flows until such time as we enter into successful commercial production. This will require us to deploy our working
capital to fund such negative cash flow and to seek additional sources of financing. There is no assurance that any such financing
sources will be available or sufficient to meet our requirements. There is no assurance that we will be able to continue to raise
equity capital or to secure additional debt financing, or that we will not continue to incur losses.
We
have a limited operating history on which to base an evaluation of our business and prospects.
Since
our inception, we have had no revenue from operations. We have no history of producing products from any of our properties. Our
I-M Mine Project is a historic, past-producing mine with very little recent exploration work. Advancing our I-M Mine Property
into the development stage will require significant capital and time, and successful commercial production from the I-M Mine Property
will be subject to completing feasibility studies, permitting and re-commissioning of the mine, constructing processing plants,
and other related works and infrastructure. As a result, we are subject to all of the risks associated with developing and establishing
new mining operations and business enterprises including:
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completion
of feasibility studies to verify reserves and commercial viability, including the ability
to find sufficient ore reserves to support a commercial mining operation;
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the
timing and cost, which can be considerable, of further exploration, preparing feasibility
studies, permitting and construction of infrastructure, mining and processing facilities;
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the
availability and costs of drill equipment, exploration personnel, skilled labor, and
mining and processing equipment, if required;
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the
availability and cost of appropriate smelting and/or refining arrangements, if required;
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compliance
with stringent environmental and other governmental approval and permit requirements;
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the
availability of funds to finance exploration, development, and construction activities,
as warranted;
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potential
opposition from non-governmental organizations, local groups or local inhabitants that
may delay or prevent development activities;
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potential
increases in exploration, construction, and operating costs due to changes in the cost
of fuel, power, materials, and supplies; and
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potential
shortages of mineral processing, construction, and other facilities related supplies.
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The
costs, timing, and complexities of exploration, development, and construction activities may be increased by the location of our
properties and demand by other mineral exploration and mining companies. It is common in exploration programs to experience unexpected
problems and delays during drill programs and, if commenced, development, construction, and mine start-up. In addition, our management
and workforce will need to be expanded, and sufficient housing and other support systems for our workforce will have to be established.
This could result in delays in the commencement of mineral production and increased costs of production. Accordingly, our activities
may not result in profitable mining operations and we may not succeed in establishing mining operations or profitably producing
metals at any of our current or future properties, including our I-M Mine Property.
We have a history of losses and expect
to continue to incur losses in the future.
We
have incurred losses since inception, have had negative cash flow from operating activities, and expect to continue to incur losses
in the future. We have incurred the following losses from operations during each of the following periods:
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$4,593,863
for the year ended July 31, 2018; and
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$4,190,955
for the year ended July 31, 2017.
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We
expect to continue to incur losses unless and until such time as one of our properties enters into commercial production and generates
sufficient revenues to fund continuing operations. We recognize that if we are unable to generate significant revenues from mining
operations and dispositions of our properties, we will not be able to earn profits or continue operations. At this early stage
of our operation, we also expect to face the risks, uncertainties, expenses, and difficulties frequently encountered by companies
at the start-up stage of their business development. We cannot be sure that we will be successful in addressing these risks and
uncertainties and our failure to do so could have a materially adverse effect on our financial condition.
Risks
Related to Mining and Exploration
The
I-M Mine Property is in the exploration stage. There is no assurance that we can establish the existence of any mineral reserve
on the I-M Mine Property or any other properties we may acquire in commercially exploitable quantities. Unless and until we do
so, we cannot earn any revenues from these properties and if we do not do so we will lose all of the funds that we expend on exploration.
If we do not discover any mineral reserve in a commercially exploitable quantity, the exploration component of our business could
fail.
We
have not established that any of our mineral properties contain any mineral reserve according to recognized reserve guidelines,
nor can there be any assurance that we will be able to do so.
A
mineral reserve is defined by the SEC in its Industry Guide 7 as that part of a mineral deposit that could be economically and
legally extracted or produced at the time of the reserve determination. In general, the probability of any individual prospect
having a reserve that meets the requirements of the SECs Industry Guide 7 is small, and our mineral properties
may not contain any reserves and any funds that we spend on exploration could be lost. Even if we do eventually
discover a mineral reserve on one or more of our properties, there can be no assurance that they can be developed into producing
mines and that we can extract those minerals. Both mineral exploration and development involve a high degree of risk, and few
mineral properties that are explored are ultimately developed into producing mines.
The
commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size,
grade, and other attributes of the mineral deposit, the proximity of the mineral deposit to infrastructure such as processing
facilities, roads, rail, power, and a point for shipping, government regulation, and market prices. Most of these factors will
be beyond our control, and any of them could increase costs and make extraction of any identified mineral deposit unprofitable.
The
nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses.
Exploration
for and the production of minerals is highly speculative and involves much greater risk than many other businesses. Most exploration
programs do not result in the discovery of mineralization, and any mineralization discovered may not be of sufficient quantity
or quality to be profitably mined. Our operations are, and any future development or mining operations we may conduct will be,
subject to all of the operating hazards and risks normally incidental to exploring for and development of mineral properties,
such as, but not limited to:
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economically
insufficient mineralized material;
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fluctuation
in production costs that make mining uneconomical;
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unanticipated
variations in grade and other geologic problems;
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difficult
surface or underground conditions;
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metallurgic
and other processing problems;
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mechanical
and equipment performance problems;
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failure
of dams, stockpiles, wastewater transportation systems, or impoundments;
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unusual
or unexpected rock formations; and
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personal
injury, fire, flooding, cave-ins and landslides.
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Any
of these risks can materially and adversely affect, among other things, the development of properties, production quantities and
rates, costs and expenditures, potential revenues, and production dates. If we determine that capitalized costs associated with
any of our mineral interests are not likely to be recovered, we would incur a write-down of our investment in these interests.
All of these factors may result in losses in relation to amounts spent that are not recoverable, or that result in additional
expenses.
Commodity
price volatility could have dramatic effects on the results of operations and our ability to execute our business plan.
The
price of commodities varies on a daily basis. Our future revenues, if any, will likely be derived from the extraction and sale
of base and precious metals. The price of those commodities has fluctuated widely, particularly in recent years, and is affected
by numerous factors beyond our control including economic and political trends, expectations of inflation, currency exchange fluctuations,
interest rates, global and regional consumptive patterns, speculative activities and increased production due to new extraction
developments and improved extraction and production methods. The effect of these factors on the price of base and precious metals,
and therefore the economic viability of our business, could negatively affect our ability to secure financing or our results of
operations.
Estimates
of mineralized material and resources are subject to evaluation uncertainties that could result in project failure.
Our
exploration and future mining operations, if any, are and would be faced with risks associated with being able to accurately predict
the quantity and quality of mineralized material and resources/reserves within the earth using statistical sampling techniques.
Estimates of any mineralized material or resource/reserve on any of our properties would be made using samples obtained from appropriately
placed trenches, test pits, underground workings, and intelligently designed drilling. There is an inherent variability of assays
between check and duplicate samples taken adjacent to each other and between sampling points that cannot be reasonably eliminated.
Additionally, there also may be unknown geologic details that have not been identified or correctly appreciated at the current
level of accumulated knowledge about our properties. This could result in uncertainties that cannot be reasonably eliminated from
the process of estimating mineralized material and resources/reserves. If these estimates were to prove to be unreliable, we could
implement an exploitation plan that may not lead to commercially viable operations in the future.
Any
material changes in mineral resource/reserve estimates and grades of mineralization will affect the economic viability of placing
a property into production and a propertys return on capital.
As
we have not completed feasibility studies on our I-M Mine Property and have not commenced actual production, mineralization resource
estimates may require adjustments or downward revisions. In addition, the grade of ore ultimately mined, if any, may differ from
that indicated by future feasibility studies and drill results. Minerals recovered in small scale tests may not be duplicated
in large scale tests under on-site conditions or in production scale.
Our exploration activities on our properties may not
be commercially successful, which could lead us to abandon our plans to develop our properties and our investments in exploration.
Our
long-term success depends on our ability to identify mineral deposits on our I-M Mine Property and other properties we may acquire,
if any, that we can then develop into commercially viable mining operations. Mineral exploration is highly speculative in nature,
involves many risks, and is frequently non-productive. These risks include unusual or unexpected geologic formations, and the
inability to obtain suitable or adequate machinery, equipment, or labor. The success of commodity exploration is determined in
part by the following factors:
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the
identification of potential mineralization based on surficial analysis;
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availability
of government-granted exploration permits;
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the
quality of our management and our geological and technical expertise; and
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the
capital available for exploration and development work.
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Substantial
expenditures are required to establish proven and probable reserves through drilling and analysis, to develop metallurgical processes
to extract metal, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Whether
a mineral deposit will be commercially viable depends on a number of factors that include, without limitation, the particular
attributes of the deposit, such as size, grade, and proximity to infrastructure; commodity prices, which can fluctuate widely;
and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land
use, importing and exporting of minerals, and environmental protection. We may invest significant capital and resources in exploration
activities and may abandon such investments if we are unable to identify commercially exploitable mineral reserves. The decision
to abandon a project may have an adverse effect on the market value of our securities and the ability to raise future financing.
We
are subject to significant governmental regulations that affect our operations and costs of conducting our business and may not
be able to obtain all required permits and licenses to place our properties into production.
Our
current and future operations, including exploration and, if warranted, development of the I-M Mine Property, do and will require
permits from governmental authorities and will be governed by laws and regulations, including:
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laws
and regulations governing mineral concession acquisition, prospecting, development, mining,
and production;
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laws
and regulations related to exports, taxes, and fees;
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labor
standards and regulations related to occupational health and mine safety; and
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environmental
standards and regulations related to waste disposal, toxic substances, land use reclamation,
and environmental protection.
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Companies
engaged in exploration activities often experience increased costs and delays in production and other schedules as a result of
the need to comply with applicable laws, regulations, and permits. Failure to comply with applicable laws, regulations, and permits
may result in enforcement actions, including the forfeiture of mineral claims or other mineral tenures, orders issued by regulatory
or judicial authorities requiring operations to cease or be curtailed, and may include corrective measures requiring capital expenditures,
installation of additional equipment, or costly remedial actions. We cannot predict if all permits that we may require for continued
exploration, development, or construction of mining facilities and conduct of mining operations will be obtainable on reasonable
terms, if at all. Costs related to applying for and obtaining permits and licenses may be prohibitive and could delay our planned
exploration and development activities. We may be required to compensate those suffering loss or damage by reason of our mineral
exploration or our mining activities, if any, and may have civil or criminal fines or penalties imposed for violations of, or
our failure to comply with, such laws, regulations, and permits.
Existing
and possible future laws, regulations, and permits governing operations and activities of exploration companies, or more stringent
implementation of such laws, regulations and permits, could have a material adverse impact on our business and cause increases
in capital expenditures or require abandonment or delays in exploration.
Our I-M Mine Property is located in California and has
numerous clearly defined regulations with respect to permitting mines, which could potentially impact the total time to market
for the project.
Although
we are currently focused on mineral exploration at the I-M Mine Project and are not contemplating the permitting or the re-opening
of the I-M Mine at this time, Nevada County would likely be the lead agency for permitting of an underground mine based on our
preliminary review of the regulatory framework. Both parcels fall within the City of Grass Valleys Sphere of Influence.
As such, the County of Nevada may consult with the City of Grass Valley before authorizing uses within the Sphere of Influence.
During the process of certain permitting applications in the early 2000s, which were focussed on the Idaho land adjacent to the
City of Grass Valley, the City of Grass Valley became the lead agency and proposed to annex the project into the City.
Subsurface
mining is allowed in the Nevada County M1 Zoning District with approval of a Use Permit. Approval of a Use Permit
for mining operations requires a public hearing before the County Planning Commission, whose decision may be appealed to the County
Board of Supervisors. Use Permit approvals include conditions of approval, which are designed to minimize the impact of conditional
uses on neighboring properties.
In
1975, the California Legislature enacted the Surface Mining and Reclamation Act (
SMARA
), which required that
all surface mining operations in California have approved reclamation plans and financial assurances. SMARA was adopted to ensure
that land used for mining operations in California would be reclaimed post-mining to a useable condition. Pursuant to SMARA, we
would be required to obtain approval of a Reclamation Plan and financial assurances from the County for any surface component
of the underground mining operation before mining operations could commence. Approval of a Reclamation Plan will require a public
hearing before the County Planning Commission.
To
approve a Reclamation Plan and Use Permit, the County would need to satisfy the requirements of California Environmental Quality
Act (
CEQA
). CEQA requires that public agency decision makers study the environmental impacts of any discretionary
action, disclose the impacts to the public, and minimize unavoidable impacts to the extent feasible. CEQA is triggered whenever
a California governmental agency is asked to approve a discretionary project. The approval of a Reclamation Plan
is a discretionary project under CEQA. Other necessary ancillary permits like the California Department of Fish
and Wildlife (
CDFW
) Streambed Alteration Agreement (if applicable) also triggers CEQA compliance.
In
this situation, the lead agency for the purposes of CEQA would be the County. Other public agencies (in charge of administering
specific legislation) will also need to approve aspects of the Project, such as the CDFW (the California Endangered Species Act),
the Air Pollution Control District (Authority to Construct and Permit to Operate), and the Regional Water Quality Control Board
(National Pollutant Discharge Elimination System (authorized to state governments by the US Environmental Protection Agency) and
Report of Waste Discharge). However, CEQAs Guidelines provide that if more than one agency must act on a project,
the agency that acts first is generally considered the lead agency under CEQA. All other agencies are considered responsible
agencies. Responsible agencies do need to consider the environmental document approved by the lead agency, but they
will usually accept the lead agencys document and use it as the basis for issuing their own permits.
Our
activities are subject to environmental laws and regulations that may increase our costs of doing business and restrict our operations.
All
phases of our operations are subject to environmental regulation in the jurisdictions in which we operate. Environmental legislation
is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance,
more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their
officers, directors, and employees. These laws address emissions into the air, discharges into water, management of waste, management
of hazardous substances, protection of natural resources, antiquities and endangered species, and reclamation of lands disturbed
by mining operations. Compliance with environmental laws and regulations, and future changes in these laws and regulations, may
require significant capital outlays and may cause material changes or delays in our operations and future activities. It is possible
that future changes in these laws or regulations could have a significant adverse impact on our properties or some portion of
our business, causing us to re-evaluate those activities at that time.
Regulations and pending legislation governing issues
involving climate change could result in increased operating costs, which could have a material adverse effect on our business.
A
number of governments or governmental bodies have introduced or are contemplating legislative and/or regulatory changes in response
to concerns about the potential impact of climate change. Legislation and increased regulation regarding climate change could
impose significant costs on us, on our future venture partners, if any, and on our suppliers, including costs related to increased
energy requirements, capital equipment, environmental monitoring and reporting, and other costs necessary to comply with such
regulations. Any adopted future climate change regulations could also negatively impact our ability to compete with companies
situated in areas not subject to such limitations. Given the emotional and political significance and uncertainty surrounding
the impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation will ultimately
affect our financial condition, operating performance, and ability to compete. Furthermore, even without such regulation, increased
awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies
in our industry could harm our reputation. The potential physical impacts of climate change on our operations are highly uncertain,
could be particular to the geographic circumstances in areas in which we operate and may include changes in rainfall and storm
patterns and intensities, water shortages, changing sea levels, and changing temperatures. These impacts may adversely impact
the cost, production, and financial performance of our operations.
Land
reclamation requirements for our properties may be burdensome and expensive.
Although
variable depending on location and the governing authority, land reclamation requirements are generally imposed on mineral exploration
companies (as well as companies with mining operations) in order to minimize long term effects of land disturbance.
Reclamation
may include requirements to:
|
●
|
control
dispersion of potentially deleterious effluents;
|
|
●
|
treat
ground and surface water to drinking water standards; and
|
|
●
|
reasonably
re-establish pre-disturbance land forms and vegetation.
|
In
order to carry out reclamation obligations imposed on us in connection with our potential development activities, we must allocate
financial resources that might otherwise be spent on further exploration and development programs. We plan to set up a provision
for our reclamation obligations on our properties, as appropriate, but this provision may not be adequate. If we are required
to carry out unanticipated reclamation work, our financial position could be adversely affected.
We
face intense competition in the mining industry.
The
mining industry is intensely competitive in all of its phases. As a result of this competition, some of which is with large established
mining companies with substantial capabilities and with greater financial and technical resources than ours, we may be unable
to acquire additional properties, if any, or financing on terms we consider acceptable. We also compete with other mining companies
in the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for
qualified employees, our exploration and development programs may be slowed down or suspended. We compete with other companies
that produce our planned commercial products for capital. If we are unable to raise sufficient capital, our exploration and development
programs may be jeopardized or we may not be able to acquire, develop, or operate additional mining projects.
A
shortage of equipment and supplies could adversely affect our ability to operate our business.
We
are dependent on various supplies and equipment to carry out our mining exploration and, if warranted, development operations.
Any shortage of such supplies, equipment, and parts could have a material adverse effect on our ability to carry out our operations
and could therefore limit, or increase the cost of, production.
Joint ventures and other partnerships, including offtake
arrangements, may expose us to risks.
We
may enter into joint ventures, partnership arrangements, or offtake agreements, with other parties in relation to the exploration,
development, and production of the properties in which we have an interest. Any failure of such other companies to meet their
obligations to us or to third parties, or any disputes with respect to the parties respective rights and obligations, could
have a material adverse effect on us, the development and production at our properties, including the I-M Mine Property, and on
future joint ventures, if any, or their properties, and therefore could have a material adverse effect on our results of operations,
financial performance, cash flows and the price of our Common Stock.
We
may experience difficulty attracting and retaining qualified management to meet the needs of our anticipated growth, and the failure
to manage our growth effectively could have a material adverse effect on our business and financial condition.
We
are dependent on a relatively small number of key employees, including our Chief Executive Officer and Chief Financial Officer.
The loss of any officer could have an adverse effect on us. We have no life insurance on any individual, and we may be unable
to hire a suitable replacement for them on favorable terms, should that become necessary.
Our
results of operations could be affected by currency fluctuations.
Our
properties are currently all located in the United States and while most costs associated with these properties are paid in U.S.
dollars, a significant amount of our administrative expenses are payable in Canadian dollars. There can be significant swings
in the exchange rate between the U.S. dollar and the Canadian dollar. There are no plans at this time to hedge against any exchange
rate fluctuations in currencies.
Title
to our properties may be subject to other claims that could affect our property rights and claims.
There
are risks that title to our properties may be challenged or impugned. Our I-M Mine Property is located in California and may be
subject to prior unrecorded agreements or transfers and title may be affected by undetected defects.
We
may be unable to secure surface access or purchase required surface rights.
Although
we obtain the rights to some or all of the minerals in the ground subject to the mineral tenures that we acquire, or have the
right to acquire, in some cases we may not acquire any rights to, or ownership of, the surface to the areas covered by such mineral
tenures. In such cases, applicable mining laws usually provide for rights of access to the surface for the purpose of carrying
on mining activities; however, the enforcement of such rights through the courts can be costly and time consuming. It is necessary
to negotiate surface access or to purchase the surface rights if long-term access is required. There can be no guarantee that,
despite having the right at law to access the surface and carry on mining activities, we will be able to negotiate satisfactory
agreements with any such existing landowners/occupiers for such access or purchase of such surface rights, and therefore we may
be unable to carry out planned mining activities. In addition, in circumstances where such access is denied, or no agreement can
be reached, we may need to rely on the assistance of local officials or the courts in such jurisdiction the outcomes of which
cannot be predicted with any certainty. Our inability to secure surface access or purchase required surface rights could materially
and adversely affect our timing, cost, or overall ability to develop any mineral deposits we may locate.
Our
properties and operations may be subject to litigation or other claims.
From
time to time our properties or operations may be subject to disputes that may result in litigation or other legal claims. We may
be required to take countermeasures or defend against these claims, which will divert resources and management time from operations.
The costs of these claims or adverse filings may have a material effect on our business and results of operations.
We do
not currently insure against all the risks and hazards of mineral exploration, development, and mining operations.
Exploration,
development, and mining operations involve various hazards, including environmental hazards, industrial accidents, metallurgical
and other processing problems, unusual or unexpected rock formations, structural cave-ins or slides, flooding, fires, and periodic
interruptions due to inclement or hazardous weather conditions. These risks could result in damage to or destruction of mineral
properties, facilities, or other property, personal injury, environmental damage, delays in operations, increased cost of operations,
monetary losses, and possible legal liability. We may not be able to obtain insurance to cover these risks at economically feasible
premiums or at all. We may elect not to insure where premium costs are disproportionate to our perception of the relevant risks.
The payment of such insurance premiums and of such liabilities would reduce the funds available for exploration and production
activities.
Risks
Related to the Shares
Our
share price may be volatile and as a result you could lose all or part of your investment.
In
addition to volatility associated with equity securities in general, the value of your investment could decline due to the impact
of any of the following factors upon the market price of the Shares:
|
●
|
Disappointing
results from our exploration efforts;
|
|
●
|
Decline
in demand for our Common Stock;
|
|
●
|
Downward
revisions in securities analysts estimates or changes in general market conditions;
|
|
●
|
Technological
innovations by competitors or in competing technologies;
|
|
●
|
Investor
perception of our industry or our prospects; and
|
|
●
|
General
economic trends.
|
Our
share price on the CSE and the OTCQB has experienced significant price and volume fluctuations. Stock markets in general have
experienced extreme price and volume fluctuations, and the market prices of securities have been highly volatile. These fluctuations
are often unrelated to operating performance and may adversely affect the market price of the Shares. As a result, you may be
unable to sell any Shares you acquire at a desired price.
We
have never paid dividends on our Common Stock.
We
have not paid dividends on our Common Stock to date, and we do not expect to pay dividends for the foreseeable future. We intend
to retain our initial earnings, if any, to finance our operations. Any future dividends on Common Stock will depend upon our earnings,
our then-existing financial requirements, and other factors, and will be at the discretion of the Board.
Investors
interests in our company will be diluted and investors may suffer dilution in their net book value per share of Common Stock if
we issue additional employee/director/consultant options or if we sell additional Common Stock and/or warrants to finance our
operations.
In
order to further expand our operations and meet our objectives, any additional growth and/or expanded exploration activity will
likely need to be financed through sale of and issuance of additional Common Stock, including, but not limited to, raising funds
to explore the I-M Mine Property. Furthermore, to finance any acquisition activity, should that activity be properly approved,
and depending on the outcome of our exploration programs, we likely will also need to issue additional Common Stock to finance
future acquisitions, growth, and/or additional exploration programs of any or all of our projects or to acquire additional properties.
We will also in the future grant to some or all of our directors, officers, and key employees and/or consultants options to purchase
Common Stock as non-cash incentives. The issuance of any equity securities could, and the issuance of any additional Common Stock
will, cause our existing stockholders to experience dilution of their ownership interests.
If we issue additional Common Stock
or decide to enter into joint ventures with other parties in order to raise financing through the sale of equity securities, investors
interests in our company will be diluted and investors may suffer dilution in their net book value per share of Common Stock depending
on the price at which such securities are sold.
The
issuance of additional shares of Common Stock may negatively impact the trading price of our securities.
We
have issued Common Stock in the past and will continue to issue Common Stock to finance our activities in the future. In addition,
newly issued or outstanding options, warrants, and broker warrants to purchase Common Stock may be exercised, resulting in the
issuance of additional Common Stock. Any such issuance of additional Common Stock would result in dilution to our stockholders,
and even the perception that such an issuance may occur could have a negative impact on the trading price of the Common Stock.
We
are subject to the continued listing criteria of the CSE, and our failure to satisfy these criteria may result in delisting of
our Common Stock from the CSE and could also jeopardize our continued ability to trade in the United States on the OTCQB.
Our
Common Stock is currently listed for trading on the CSE. In order to maintain the listing on the CSE or any other securities exchange
we may trade on, we must maintain certain financial and share distribution targets, including maintaining a minimum number of
public shareholders. In addition to objective standards, these exchanges may delist the securities of any issuer if, in the exchanges
opinion, our financial condition and/or operating results appear unsatisfactory; if it appears that the extent of public distribution
or the aggregate market value of the security has become so reduced as to make continued listing inadvisable; if we sell or dispose
of our principal operating assets or cease to be an operating company; if we fail to comply with the listing requirements; or
if any other event occurs or any condition exists which, in their opinion, makes continued listing on the exchange inadvisable.
If
the CSE or any other exchange were to delist the Common Stock, investors may face material adverse consequences, including, but
not limited to, a lack of trading market for the Common Stock, reduced liquidity, decreased analyst coverage, and/or an inability
for us to obtain additional financing to fund our operations.
In
addition, our inability to maintain our CSE listing and remain current in our Canadian public disclosure requirements could disqualify
us from continuing to trade in the United States on either the OTCQB or the OTC Pink.
We
are an emerging growth company, and we cannot be certain if the reduced reporting requirements applicable to emerging
growth companies will make our Common Stock less attractive to investors.
We
are an emerging growth company, as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long
as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that
are applicable to other public companies that are not emerging growth companies, including not being required to comply with the
auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory
vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We could be
an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including
if the market value of our Common Stock held by non-affiliates exceeds $700 million as of any July 31 before that time, in
which case we would no longer be an emerging growth company as of the following January 31. We cannot predict if investors
will find our Common Stock less attractive because we may rely on these exemptions. If some investors find our Common Stock less
attractive as a result, there may be a less active trading market for our Common Stock and our stock price may be more volatile.
Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those
standards apply to private companies. We have elected to avail ourselves of this exemption from new or revised accounting standards
and, therefore, will not be subject to the same new or revised accounting standards as other public companies that are not emerging
growth companies.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
The
information discussed in this prospectus includes forward-looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical facts, included
in this prospectus concerning, among other things, planned capital expenditures, future cash flows and borrowings, pursuit of
potential acquisition opportunities, our financial position, business strategy and other plans and objectives for future operations,
future exploration activities, future mineral resource estimates, and future joint venture arrangements are forward-looking statements.
These forward-looking statements are identified by the use of terms and phrases such as may, expect,
estimate, project, plan, believe, intend, achievable,
anticipate, will, continue, potential, should, could,
would, might and similar terms and phrases.
Forward-looking
statements are subject to a variety of known and unknown risks, uncertainties, and other factors that could cause actual events
or results to differ from those expressed or implied by the forward-looking statements, including, without limitation, risks related
to:
|
●
|
our
requirement of significant additional capital;
|
|
●
|
our
limited operating history;
|
|
●
|
our
properties that are in the exploration stage;
|
|
●
|
mineral
exploration and production activities;
|
|
●
|
our
lack of mineral production from our properties;
|
|
●
|
our
exploration activities being unsuccessful;
|
|
●
|
our
ability to obtain permits and licenses for production;
|
|
●
|
government
and environmental regulations that may increase our costs of doing business or restrict
our operations;
|
|
●
|
proposed
legislation that may significantly affect the mining industry;
|
|
●
|
land
reclamation requirements;
|
|
●
|
competition
in the mining industry;
|
|
●
|
equipment
and supply shortages;
|
|
●
|
current
and future joint ventures and partnerships;
|
|
●
|
our
ability to attract qualified management;
|
|
●
|
claims
on the title to our properties;
|
|
●
|
surface
access on our properties;
|
|
●
|
potential
future litigation;
|
|
●
|
our
lack of insurance covering all our operations; and
|
|
●
|
our
Common Stock, including price volatility, lack of dividend payments and dilution.
|
This
list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties
that could affect forward-looking statements are described further under Risk Factors in this prospectus. Should
one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may
vary materially from those anticipated, believed, estimated, or expected. We caution readers not to place undue reliance on any
such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking
statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or
unanticipated events, except as required by law.
USE
OF PROCEEDS
This
prospectus relates to the sale or other disposition of Shares of our Common Stock by the selling stockholders listed in the Selling
Stockholders section below, and their transferees. We will not receive any proceeds from any sale of the Shares by the
selling stockholders.
SELLING
STOCKHOLDERS
This
prospectus covers the offering of up to 52,560,780 Shares by selling stockholders. This includes Shares acquirable upon exercise
of our outstanding warrants.
Selling
stockholders are persons or entities that, directly or indirectly, have acquired shares, or will acquire shares from us from time
to time upon exercise of certain warrants and options. This prospectus and any prospectus supplement will only permit the selling
stockholders to sell the Shares identified in the column Number of Shares Offered Hereby.
The
selling stockholders may from time to time offer and sell the Shares pursuant to this prospectus and any applicable prospectus
supplement. The selling stockholders may offer all or some portion of the Shares they hold or acquire, but only Shares that are
currently outstanding or are acquired upon the exercise of certain warrants that are currently outstanding, and in either case
included in the Number of Shares Offered Hereby column, may be sold pursuant to this prospectus or any applicable
prospectus supplement.
The
Shares issued to the selling stockholders are restricted securities under applicable federal and state securities
laws and are being registered to give the selling stockholders the opportunity to sell their Shares. The registration of such
Shares does not necessarily mean, however, that any of these Shares will be offered or sold by the selling stockholders. The selling
stockholders may from time to time offer and sell all or a portion of their Shares in the over-the-counter market, in negotiated
transactions, or otherwise, at market prices prevailing at the time of sale or at negotiated prices.
The
registered Shares may be sold directly or through brokers or dealers, or in a distribution by one or more underwriters on a firm
commitment or best efforts basis. To the extent required, the names of any agent or broker-dealer and applicable commissions or
discounts and any other required information with respect to any particular offer will be set forth in an accompanying prospectus
supplement. See Plan of Distribution.
Each
of the selling stockholders reserves the sole right to accept or reject, in whole or in part, any proposed purchase of the registered
Shares to be made directly or through agents. To the extent that any of the selling stockholders are affiliates of our company
or are brokers or dealers, they may be deemed to be underwriters within the meaning of the Securities Act and any
commissions received by them and any profit on the resale of the registered shares may be deemed to be underwriting commissions
or discounts under the Securities Act. As of the date of this prospectus and based on the representations we have received from
the selling stockholders, two of the selling stockholders are brokers or dealers or affiliated with brokers or dealers and are
identified below. Selling stockholders that are affiliates of our company are also identified below.
The following table sets forth
the name of persons who are offering the resale of Shares by this prospectus, the number of shares of Common Stock beneficially
owned by each person, the number of Shares that may be sold in this offering and the number of shares of Common Stock each person
will own after the offering, assuming they sell all of the Shares offered. The information appearing in the table below is based
on information provided by or on behalf of the named selling stockholders. We will not receive any proceeds from the resale of
the Shares by the selling stockholders.
Name
|
|
Number of
Shares of
Common Stock
Beneficially Owned
Prior to this
Offering
(1)
|
|
Number of Shares
Offered Hereby
(1)
|
|
Shares
of Common Stock Owned
After the Offering
|
|
|
|
|
|
|
|
|
Number
|
|
|
Percent
(1
)
|
0869106
B.C. Ltd.
(2
)
|
|
|
68,000
|
|
|
|
68,000
|
(3)
|
|
|
0
|
|
|
-
|
2245445
Ontario Inc.
(4
)
|
|
|
100,000
|
|
|
|
100,000
|
(5)
|
|
|
0
|
|
|
-
|
321
Gold Ltd.
(6
)
|
|
|
500,000
|
|
|
|
500,000
|
(7)
|
|
|
0
|
|
|
-
|
Adriaan
Struijk
|
|
|
300,000
|
|
|
|
300,000
|
(8)
|
|
|
0
|
|
|
-
|
Alan
Stier
|
|
|
1,635,715
|
|
|
|
1,050,000
|
(9)
|
|
|
585,715
|
|
|
*
|
Andrew
Cumming
|
|
|
1,700,000
|
|
|
|
1,500,000
|
(10)
|
|
|
200,000
|
|
|
*
|
Anita
Cathleen Barry
|
|
|
25,000
|
|
|
|
25,000
|
(11)
|
|
|
0
|
|
|
-
|
Arcon
Holdings Ltd.
(12
)
|
|
|
713,042
|
|
|
|
713,042
|
(13)
|
|
|
0
|
|
|
-
|
Axel
Reuer
|
|
|
200,000
|
|
|
|
200,000
|
(14)
|
|
|
0
|
|
|
-
|
Barry
Thomas
|
|
|
1,000,000
|
|
|
|
150,000
|
|
|
|
850,000
|
|
|
1.15
|
Bernard
Darre
|
|
|
300,000
|
|
|
|
300,000
|
(15)
|
|
|
0
|
|
|
-
|
Birch
Living Trust UAD 10/25/02
(16
)
|
|
|
300,000
|
|
|
|
300,000
|
(17)
|
|
|
0
|
|
|
-
|
Brian
Buckley
|
|
|
295,000
|
|
|
|
250,000
|
(18)
|
|
|
45,000
|
|
|
*
|
Brad
McPherson
|
|
|
1,000,000
|
|
|
|
1,000,000
|
(19)
|
|
|
0
|
|
|
-
|
Brian
Edinger
|
|
|
110,000
|
|
|
|
100,000
|
(20)
|
|
|
10,000
|
|
|
*
|
Bruce
Barry
|
|
|
50,000
|
|
|
|
50,000
|
(21)
|
|
|
0
|
|
|
-
|
Bryan
Slusarchuk
|
|
|
1,447,858
|
|
|
|
1,447,858
|
(22)
|
|
|
0
|
|
|
-
|
Bull
Markets Media GMBH
(23
)
|
|
|
600,000
|
|
|
|
600,000
|
(24)
|
|
|
0
|
|
|
-
|
Caesar
Holdings BVBA
(25
)
|
|
|
135,000
|
|
|
|
135,000
|
(26)
|
|
|
0
|
|
|
-
|
Carson
Seabolt
|
|
|
1,348,333
|
|
|
|
1,348,333
|
(27)
|
|
|
0
|
|
|
-
|
Chad
MacDonald
(28
)
|
|
|
60,000
|
|
|
|
60,000
|
(29)
|
|
|
0
|
|
|
-
|
Christianus
Vandam
|
|
|
120,000
|
|
|
|
120,000
|
(30)
|
|
|
0
|
|
|
-
|
Craig
Angus
|
|
|
500,000
|
|
|
|
500,000
|
(31)
|
|
|
0
|
|
|
-
|
Dale
Laniuk
|
|
|
500,000
|
|
|
|
500,000
|
(32)
|
|
|
0
|
|
|
-
|
Darby
Investments Inc.
(33
)
|
|
|
70,000
|
|
|
|
70,000
|
(34)
|
|
|
0
|
|
|
-
|
David
A. Cruden
|
|
|
200,000
|
|
|
|
200,000
|
(35)
|
|
|
0
|
|
|
-
|
David
Kessler
|
|
|
160,000
|
|
|
|
160,000
|
(36)
|
|
|
0
|
|
|
-
|
David
Parry
|
|
|
500,000
|
|
|
|
500,000
|
(37)
|
|
|
0
|
|
|
-
|
David
Talbot
|
|
|
65,218
|
|
|
|
65,218
|
(38)
|
|
|
0
|
|
|
-
|
Dennis
R. Hugo
|
|
|
300,000
|
|
|
|
300,000
|
(39)
|
|
|
0
|
|
|
-
|
Douglas
Witzel
|
|
|
200,000
|
|
|
|
200,000
|
(40)
|
|
|
0
|
|
|
-
|
Name
|
|
Number of
Shares of
Common Stock
Beneficially Owned
Prior to this
Offering
(1)
|
|
Number of Shares
Offered Hereby
(1)
|
|
Shares of Common Stock Owned
After the Offering
|
|
|
|
|
|
|
|
|
Number
|
|
|
Percent
(1
)
|
Dr. Denis Meyer Prof. Corp.
(41
)
|
|
|
300,000
|
|
|
|
300,000
|
(42)
|
|
|
0
|
|
|
-
|
Dr. Pravin Batohi Medical Professional Corporation
(43
)
|
|
|
300,000
|
|
|
|
300,000
|
(44)
|
|
|
0
|
|
|
-
|
Edward Bessler
|
|
|
60,000
|
|
|
|
60,000
|
(45)
|
|
|
0
|
|
|
-
|
Edward McCann
|
|
|
900,000
|
|
|
|
900,000
|
(46)
|
|
|
0
|
|
|
-
|
Elizabeth Richards
|
|
|
200,000
|
|
|
|
200,000
|
(47)
|
|
|
0
|
|
|
-
|
Elizabeth Shepherd
|
|
|
50,000
|
|
|
|
50,000
|
(48)
|
|
|
0
|
|
|
-
|
Eric Hussey
|
|
|
134,000
|
|
|
|
134,000
|
(49)
|
|
|
0
|
|
|
-
|
Fred Fortier
|
|
|
150,000
|
|
|
|
150,000
|
(50)
|
|
|
0
|
|
|
-
|
Fred Tejada
|
|
|
668,505
|
|
|
|
260,000
|
(51)
|
|
|
408,505
|
|
|
*
|
Glenn Shepherd
|
|
|
70,000
|
|
|
|
70,000
|
(52)
|
|
|
0
|
|
|
-
|
Golden Capital Consulting Ltd.
(53
)
|
|
|
800,000
|
|
|
|
800,000
|
(54)
|
|
|
0
|
|
|
-
|
Gordon Jang
|
|
|
500,000
|
|
|
|
500,000
|
(55)
|
|
|
0
|
|
|
-
|
Graham Saunders
|
|
|
1,500,000
|
|
|
|
1,500,000
|
(56)
|
|
|
0
|
|
|
-
|
Hans Mathisen
|
|
|
40,000
|
|
|
|
40,000
|
(57)
|
|
|
0
|
|
|
-
|
Howard Bruce Latimer
|
|
|
217,390
|
|
|
|
217,390
|
(58)
|
|
|
0
|
|
|
-
|
Hutton Capital Corporation
(59
)
|
|
|
740,000
|
|
|
|
740,000
|
(60)
|
|
|
0
|
|
|
-
|
IFM Independent Fund Management AG as trustee of Marmite Exploration and Mining Invest Fund
(61
)
|
|
|
1,000,000
|
|
|
|
1,000,000
|
(62)
|
|
|
0
|
|
|
-
|
Ike Kolias
|
|
|
1,000,000
|
|
|
|
1,000,000
|
(63)
|
|
|
0
|
|
|
-
|
Jeb A Handwerger
|
|
|
250,000
|
|
|
|
250,000
|
(64)
|
|
|
0
|
|
|
-
|
John M. Brozena Jr.
|
|
|
170,000
|
|
|
|
170,000
|
(65)
|
|
|
0
|
|
|
-
|
John N. Pappas
|
|
|
300,000
|
|
|
|
300,000
|
(66)
|
|
|
0
|
|
|
-
|
Kenneth T. Wheatley
|
|
|
500,000
|
|
|
|
500,000
|
(67)
|
|
|
0
|
|
|
-
|
Kevin Costa
|
|
|
44,000
|
|
|
|
44,000
|
(68)
|
|
|
0
|
|
|
-
|
Klondike Gold Corp.
(69
)
|
|
|
1,500,000
|
|
|
|
1,500,000
|
(70)
|
|
|
0
|
|
|
-
|
Laura Maris
|
|
|
243,480
|
|
|
|
243,480
|
(71)
|
|
|
0
|
|
|
-
|
Loria Capital Corporation
(72
)
|
|
|
869,566
|
|
|
|
869,566
|
(73)
|
|
|
0
|
|
|
-
|
Lynette Fahy
|
|
|
750,000
|
|
|
|
750,000
|
(74)
|
|
|
0
|
|
|
-
|
Name
|
|
Number of
Shares of
Common Stock
Beneficially Owned
Prior to this
Offering
(1)
|
|
Number of Shares
Offered Hereby
(1)
|
|
Shares of Common Stock Owned
After the Offering
|
|
|
|
|
|
|
|
|
Number
|
|
|
Percent
(1
)
|
Mario Vetro
|
|
|
1,748,809
|
|
|
|
1,248,809
|
(75)
|
|
|
500,000
|
|
|
*
|
Mandeep Dhillon
|
|
|
300,000
|
|
|
|
300,000
|
(76)
|
|
|
0
|
|
|
-
|
Mark Merriman
|
|
|
300,000
|
|
|
|
300,000
|
(77)
|
|
|
0
|
|
|
-
|
Marshall Arlin
|
|
|
130,000
|
|
|
|
110,000
|
(78)
|
|
|
20,000
|
|
|
*
|
Martin Wood
|
|
|
180,000
|
|
|
|
180,000
|
(79)
|
|
|
0
|
|
|
-
|
Matri Capital Corp.
(80
)
|
|
|
1,500,000
|
|
|
|
500,000
|
(81)
|
|
|
1,000,000
|
|
|
1.35
|
Michael Marosits
|
|
|
100,000
|
|
|
|
100,000
|
(82)
|
|
|
0
|
|
|
-
|
Michael Stier
|
|
|
363,143
|
|
|
|
200,000
|
(83)
|
|
|
163,143
|
|
|
*
|
Monarch Properties Ltd.
(84
)
|
|
|
3,333,332
|
|
|
|
3,333,332
|
(85)
|
|
|
0
|
|
|
-
|
NMC Resource Corporation
(86
)
|
|
|
100,000
|
|
|
|
100,000
|
(87)
|
|
|
0
|
|
|
-
|
Northfield Capital Corporation
(88
)
|
|
|
1,500,000
|
|
|
|
1,500,000
|
(89)
|
|
|
0
|
|
|
-
|
Patrick McBride
|
|
|
217,400
|
|
|
|
217,400
|
(90)
|
|
|
0
|
|
|
-
|
Paul Crossland
|
|
|
333,334
|
|
|
|
333,334
|
(91)
|
|
|
0
|
|
|
-
|
Paul L. Kilfoy
|
|
|
86,960
|
|
|
|
86,960
|
(92)
|
|
|
0
|
|
|
-
|
Peter Adamek
|
|
|
100,000
|
|
|
|
100,000
|
(93)
|
|
|
0
|
|
|
-
|
Peter Bryant
|
|
|
100,000
|
|
|
|
100,000
|
(94)
|
|
|
0
|
|
|
-
|
Peter Van Seggelen
|
|
|
400,000
|
|
|
|
400,000
|
(95)
|
|
|
0
|
|
|
-
|
Peter Mendelson
|
|
|
165,614
|
|
|
|
165,614
|
(96)
|
|
|
0
|
|
|
-
|
Philip Wilhelmsen
|
|
|
130,000
|
|
|
|
100,000
|
(97)
|
|
|
30,000
|
|
|
*
|
Randal K. Bessler
|
|
|
40,000
|
|
|
|
40,000
|
(98)
|
|
|
0
|
|
|
-
|
Richard Livesley
|
|
|
86,958
|
|
|
|
86,958
|
(99)
|
|
|
0
|
|
|
-
|
Richard Sutton
|
|
|
400,000
|
|
|
|
400,000
|
(100)
|
|
|
0
|
|
|
-
|
Robert Cicci
|
|
|
200,000
|
|
|
|
200,000
|
(101)
|
|
|
0
|
|
|
-
|
Robert C. Samuel
|
|
|
300,000
|
|
|
|
300,000
|
(102)
|
|
|
0
|
|
|
-
|
Robert Scott Heffernan
|
|
|
220,000
|
|
|
|
220,000
|
(103)
|
|
|
0
|
|
|
-
|
Robert W. Evans
|
|
|
300,000
|
|
|
|
300,000
|
(104)
|
|
|
0
|
|
|
-
|
Ron Eaton
|
|
|
100,000
|
|
|
|
100,000
|
(105)
|
|
|
0
|
|
|
-
|
Ron Wolff
|
|
|
50,000
|
|
|
|
50,000
|
(106)
|
|
|
0
|
|
|
-
|
Ronald E. Cloud
|
|
|
100,000
|
|
|
|
100,000
|
(107)
|
|
|
0
|
|
|
-
|
Roy A. Brown
|
|
|
600,000
|
|
|
|
600,000
|
(108)
|
|
|
0
|
|
|
-
|
Name
|
|
Number of
Shares of
Common Stock
Beneficially Owned
Prior to this
Offering
(1)
|
|
Number of Shares
Offered Hereby
(1)
|
|
Shares of Common Stock Owned
After the Offering
|
|
|
|
|
|
|
|
|
Number
|
|
|
Percent
(1
)
|
Sandra Sveinson
|
|
|
300,000
|
|
|
|
250,000
|
(109)
|
|
|
50,000
|
|
|
*
|
Scharfe Holdings Inc.
(110
)
|
|
|
6,272,444
|
|
|
|
1,748,870
|
(111)
|
|
|
4,523,574
|
|
|
6.10
|
Scharfe Investment Group of Companies Inc.
(112
)
|
|
|
34,784
|
|
|
|
34,784
|
(113)
|
|
|
0
|
|
|
-
|
Sebastian D’Amici
|
|
|
173,920
|
|
|
|
173,920
|
(114)
|
|
|
0
|
|
|
-
|
Skanderbeg Capital Advisors Inc.
(115
)
|
|
|
900,000
|
|
|
|
900,000
|
(116)
|
|
|
0
|
|
|
-
|
Spiro Angelos
|
|
|
100,000
|
|
|
|
100,000
|
(117)
|
|
|
0
|
|
|
-
|
Stephanie Delaney
|
|
|
20,000
|
|
|
|
20,000
|
(118)
|
|
|
0
|
|
|
-
|
Stuart Smith
|
|
|
220,000
|
|
|
|
220,000
|
(119)
|
|
|
0
|
|
|
-
|
Taras Krutous
|
|
|
100,000
|
|
|
|
100,000
|
(120)
|
|
|
0
|
|
|
-
|
Terence D. Stevens
|
|
|
300,000
|
|
|
|
300,000
|
(121)
|
|
|
0
|
|
|
-
|
Terry Sklavenitis
|
|
|
200,000
|
|
|
|
200,000
|
(122)
|
|
|
0
|
|
|
-
|
Tessa Brinkman
|
|
|
1,840,000
|
|
|
|
1,840,000
|
(123)
|
|
|
0
|
|
|
-
|
The K2 Principal Fund L.P.
(124
)
|
|
|
608,000
|
|
|
|
608,000
|
(125)
|
|
|
0
|
|
|
-
|
Thomas Brinkman
|
|
|
120,000
|
|
|
|
120,000
|
(126)
|
|
|
0
|
|
|
-
|
Thomas Hull Jr.
(127
)
|
|
|
13,000
|
|
|
|
13,000
|
(128)
|
|
|
0
|
|
|
-
|
Troy and Bonnie Davis
|
|
|
300,000
|
|
|
|
300,000
|
(129)
|
|
|
0
|
|
|
-
|
Umesh Amin
|
|
|
500,000
|
|
|
|
500,000
|
(130)
|
|
|
0
|
|
|
-
|
Vertex One Asset Management Inc. on behalf of Vertex Fund
(131
)
|
|
|
1,723,077
|
|
|
|
1,723,077
|
(132)
|
|
|
0
|
|
|
-
|
Vertex One Asset Management Inc. on behalf of Vertex Value Fund
(131
)
|
|
|
2,451,923
|
|
|
|
2,451,923
|
(133)
|
|
|
0
|
|
|
-
|
Vidyahar and Kalyani L. Nettimi
|
|
|
300,000
|
|
|
|
300,000
|
(134)
|
|
|
0
|
|
|
-
|
Wade Cook Investments LLC
(135
)
|
|
|
573,912
|
|
|
|
573,912
|
(136)
|
|
|
0
|
|
|
-
|
William Brinkman
|
|
|
200,000
|
|
|
|
200,000
|
(137)
|
|
|
0
|
|
|
-
|
William Fox
|
|
|
500,000
|
|
|
|
500,000
|
(138)
|
|
|
0
|
|
|
-
|
William Petersen
|
|
|
300,000
|
|
|
|
300,000
|
(139)
|
|
|
0
|
|
|
-
|
Name
|
|
Number of
Shares of
Common Stock
Beneficially Owned
Prior to this
Offering
(1)
|
|
Number of Shares
Offered Hereby
(1)
|
|
Shares of Common Stock Owned
After the Offering
|
|
|
|
|
|
|
|
|
Number
|
|
|
Percent
(1
)
|
William R. Zalla
|
|
|
100,000
|
|
|
|
100,000
|
(140)
|
|
|
0
|
|
|
-
|
Yea-Sayer Pty Ltd.
(141
)
|
|
|
1,500,000
|
|
|
|
1,500,000
|
(142)
|
|
|
0
|
|
|
-
|
Yihong Ge
|
|
|
50,000
|
|
|
|
50,000
|
(143)
|
|
|
0
|
|
|
-
|
Total
|
|
|
60,946,717
|
|
|
|
52,560,780
|
|
|
|
8,385,937
|
|
|
11.3
|
|
(1)
|
This
table is based upon information supplied by the selling stockholders, which information
may not be accurate as of the date hereof. We have determined beneficial ownership in
accordance with the rules of the SEC. In computing the number of shares beneficially
owned by a selling stockholder, shares issuable upon the exercise of warrants are included
with respect to that stockholder. Except as indicated by the footnotes below, we believe,
based on the information furnished to us, that the selling stockholders named in the
table above have sole voting and investment power with respect to all shares of Common
Stock that they beneficially own, subject to applicable community property laws. Applicable
percentages are based on 74,201,979 shares of Common Stock outstanding on November 30,
2017, adjusted as required by rules promulgated by the SEC.
|
|
(2)
|
Robert
Jones is the beneficial owner of these securities.
|
|
(3)
|
Includes
34,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(4)
|
Michael
George Leskovec is the beneficial owner of these securities.
|
|
(5)
|
Includes
50,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(6)
|
Robert
J. Moriarty is the beneficial owner of these securities.
|
|
(7)
|
Includes
250,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(8)
|
Includes
150,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(9)
|
Includes
200,000 shares issuable upon exercise of December 2016 Warrants, 50,000 shares issuable
upon exercise of May 2017 Warrants and 200,000 shares issuable upon exercise of September
2017 Warrants.
|
|
(10)
|
Includes
500,000 shares issuable upon exercise of December 2016 Warrants and 250,000 shares issuable
upon exercise of May 2017 Warrants.
|
|
(11)
|
Includes
12,500 shares issuable upon exercise of December 2016 Warrants.
|
|
(12)
|
Dominic
Spooner is the beneficial owner of these securities.
|
|
(13)
|
Includes
356,521 shares issuable upon exercise of May 2017 Warrants.
|
|
(14)
|
Includes
100,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(15)
|
Includes
150,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(16)
|
Denis
Ashton Birch, the trustee is the beneficial owner of these securities.
|
|
(17)
|
Includes
150,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(18)
|
Consists
of 250,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(19)
|
Includes
500,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(20)
|
Includes
50,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(21)
|
Includes
25,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(22)
|
Includes
500,000 shares issuable upon exercise of December 2016 Warrants and 250,000 shares issuable
upon exercise of May 2017 Warrants.
|
|
(23)
|
Andre
Doerk and Alexander Schornstein are the beneficial owners of these securities.
|
|
(24)
|
Includes
300,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(25)
|
Thibaut
Lepouttre is the beneficial owner of these securities.
|
|
(26)
|
Includes
67,500 shares issuable upon exercise of December 2016 Warrants.
|
|
(27)
|
Includes
500,000 shares issuable upon exercise of December 2016 Warrants and 250,000 shares issuable
upon exercise of May 2017 Warrants.
|
|
(28)
|
Mr.
McDonald is a broker with a broker-dealer.
|
|
(29)
|
Includes
30,000 shares issuable upon exercise of May 2017 Warrants.
|
|
(30)
|
Includes
60,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(31)
|
Consists
of 500,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(32)
|
Includes
250,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(33)
|
Dale
A. Rondeau and Brenda T. Yamanaka are the beneficial owners of these securities.
|
|
(34)
|
Includes
35,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(35)
|
Includes
100,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(36)
|
Includes
80,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(37)
|
Includes
250,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(38)
|
Includes
32,609 shares issuable upon exercise of May 2017 Warrants.
|
|
(39)
|
Includes
150,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(40)
|
Includes
100,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(41)
|
Denis
and Kathleen Meyer are the beneficial owners of these securities.
|
|
(42)
|
Includes
150,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(43)
|
Pravin
Batohi is the beneficial owner of these securities.
|
|
(44)
|
Includes
150,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(45)
|
Includes
30,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(46)
|
Includes
450,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(47)
|
Includes
100,000 shares issuable upon exercise of May 2017 Warrants.
|
|
(48)
|
Includes
25,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(49)
|
Includes
67,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(50)
|
Includes
75,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(51)
|
Includes
130,000 shares issuable upon exercise of January 2017 Warrants.
|
|
(52)
|
Includes
35,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(53)
|
Juozas
Papartis, investment director of Golden Capital Consulting Ltd. controls these securities.
|
|
(54)
|
Includes
400,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(55)
|
Includes
100,000 shares issuable upon exercise of February 2017 Warrants and 150,000 shares issuable
upon exercise of May 2017 Warrants.
|
|
(56)
|
Includes
500,000 shares issuable upon exercise of December 2016 Warrants and 250,000 shares issuable
upon exercise of May 2017 Warrants.
|
|
(57)
|
Includes
20,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(58)
|
Includes
108,695 shares issuable upon exercise of May 2017 Warrants.
|
|
(59)
|
James
A. Hutton is the beneficial owner of these securities.
|
|
(60)
|
Includes
370,000 shares issuable upon exercise of May 2017 Warrants.
|
|
(61)
|
Oliver
Scheibel, Fund Manager of Marmite Exploration and Mining Invest, for which IFM is trustee,
controls these securities.
|
|
(62)
|
Includes
500,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(63)
|
Includes
500,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(64)
|
Includes
125,000 shares issuable upon exercise of January 2017 Warrants.
|
|
(65)
|
Includes
85,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(66)
|
Includes
150,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(67)
|
Includes
250,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(68)
|
Includes
22,000 shares issuable upon exercise of May 2017 Warrants.
|
|
(69)
|
Klondike
Gold Corp. is a public company listed on the TSX Venture Exchange.
|
|
(70)
|
Consists
of 1,500,000 shares issuable upon exercise of Klondike Warrants.
|
|
(71)
|
Includes
121,740 shares issuable upon exercise of May 2017 Warrants.
|
|
(72)
|
Tony
Loria is the beneficial owner of these securities.
|
|
(73)
|
Includes
434,783 shares issuable upon exercise of May 2017 Warrants.
|
|
(74)
|
Includes
225,000 shares issuable upon exercise of December 2016 Warrants and 150,000 shares issuable
upon exercise of May 2017 Warrants.
|
|
(75)
|
Includes
500,000 shares issuable upon exercise of December 2016 Warrants and 100,000 shares issuable
upon exercise of May 2017 Warrants.
|
|
(76)
|
Includes
150,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(77)
|
Includes
150,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(78)
|
Includes
25,000 shares issuable upon exercise of December 2016 Warrants and 30,000 shares issuable
upon exercise of September 2017 Warrants.
|
|
(79)
|
Includes
90,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(80)
|
Mario
Vetro is the beneficial owner of these securities.
|
|
(81)
|
Includes
250,000 shares issuable upon exercise of May 2017 Warrants.
|
|
(82)
|
Consists
of 100,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(83)
|
Includes
100,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(84)
|
H.
Nixon Scharfe is the beneficial owner of these securities.
|
|
(85)
|
Includes
666,666 shares issuable upon exercise of September 2017 Warrants.
|
|
(86)
|
Do
Hyung Kim is the beneficial owner of these securities.
|
|
(87)
|
Includes
50,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(88)
|
Brent
Peters, VP of Finance controls these securities.
|
|
(89)
|
Includes
750,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(90)
|
Includes
108,700 shares issuable upon exercise of May 2017 Warrants.
|
|
(91)
|
Includes
166,667 shares issuable upon exercise of September 2017 Warrants.
|
|
(92)
|
Includes
43,480 shares issuable upon exercise of May 2017 Warrants.
|
|
(93)
|
Includes
50,000 shares issuable upon exercise of May 2017 Warrants.
|
|
(94)
|
Includes
50,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(95)
|
Includes
250,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(96)
|
Includes
82,807 shares issuable upon exercise of September 2017 Warrants.
|
|
(97)
|
Includes
50,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(98)
|
Includes
20,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(99)
|
Includes
43,479 shares issuable upon exercise of May 2017 Warrants.
|
|
(100)
|
Includes
200,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(101)
|
Includes
50,000 shares issuable upon exercise of December 2016 Warrants and 50,000 shares issuable
upon exercise of May 2017 Warrants.
|
|
(102)
|
Includes
150,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(103)
|
Includes
110,000 shares issuable upon exercise of May 2017 Warrants.
|
|
(104)
|
Includes
150,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(105)
|
Includes
50,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(106)
|
Includes
25,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(107)
|
Includes
50,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(108)
|
Includes
300,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(109)
|
Includes
125,000 shares issuable upon exercise of May 2017 Warrants.
|
|
(110)
|
Brad
Scharfe is the beneficial owner of these securities.
|
|
(111)
|
Includes
184,000 shares issuable upon exercise of December 2016 Warrants, 310,000 shares issuable
upon exercise of January 2017 Warrants and 380,435 shares issuable upon exercise of May
2017 Warrants.
|
|
(112)
|
Brad
Scharfe and Cale Thomas are the beneficial owners of these securities. Mr. Thomas is
an affiliate of Rise.
|
|
(113)
|
Includes
17,392 shares issuable upon exercise of May 2017 Warrants.
|
|
(114)
|
Includes
86,960 shares issuable upon exercise of May 2017 Warrants.
|
|
(115)
|
Mario
Vetro and Carson Seabolt are the beneficial owners of these securities.
|
|
(116)
|
Includes
450,000 shares issuable upon exercise of January 2017 Warrants.
|
|
(117)
|
Includes
50,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(118)
|
Includes
10,000 shares issuable upon exercise of May 2017 Warrants.
|
|
(119)
|
Includes
110,000 shares issuable upon exercise of May 2017 Warrants.
|
|
(120)
|
Includes
50,000 shares issuable upon exercise of May 2017 Warrants.
|
|
(121)
|
Includes
150,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(122)
|
Includes
50,000 shares issuable upon exercise of December 2016 Warrants and 50,000 shares issuable
upon exercise of May 2017 Warrants.
|
|
(123)
|
Includes
920,000 shares issuable upon exercise of January 2017 Warrants.
|
|
(124)
|
Daniel
Gosselin, President of K2 Genpar 2009 Inc., the General Partner of the fund controls
these securities.
|
|
(125)
|
Includes
304,000 shares issuable upon exercise of May 2017 Warrants.
|
|
(126)
|
Includes
60,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(127)
|
Mr.
Hull is a registered broker-dealer.
|
|
(128)
|
Includes
6,500 shares issuable upon exercise of May 2017 Warrants.
|
|
(129)
|
Includes
150,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(130)
|
Includes
250,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(131)
|
John
Thiessen, Portfolio Manager controls these securities.
|
|
(132)
|
Includes
1,250,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(133)
|
Includes
1,250,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(134)
|
Includes
150,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(135)
|
Wade
Cook is the beneficial owner of these securities.
|
|
(136)
|
Includes
200,000 shares issuable upon exercise of December 2016 Warrants and 86,956 shares issuable
upon exercise of May 2017 Warrants.
|
|
(137)
|
Includes
100,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(138)
|
Includes
250,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(139)
|
Includes
150,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(140)
|
Includes
50,000 shares issuable upon exercise of December 2016 Warrants.
|
|
(141)
|
James
Neville Kennard is the beneficial owner of these securities.
|
|
(142)
|
Includes
750,000 shares issuable upon exercise of September 2017 Warrants.
|
|
(143)
|
Includes
25,000 shares issuable upon exercise of December 2016 Warrants.
|
None
of the Selling Shareholders has, or within the past three years has had, any position, office or material or family relationship
with our company or any of our predecessors or affiliates, except as follows:
|
●
|
Elizabeth
Shepherd is Benjamin Mossmans sister and Glenn Shepherd is her husband. Mr. Mossman
does not exercise control or direction over these securities.
|
|
●
|
Fred
Tejada is a former director of our company and also provides consulting services to our
company under contract.
|
|
●
|
Mario
Vetro has a material relationship with Skanderbeg Capital Advisors Inc. and Matri Capital
Corp., as described below.
|
|
●
|
Skanderbeg
Capital Advisors Inc., a company owned by Mario Vetro, provides investor relations services
to our company under contract.
|
|
●
|
Matri
Capital Corp. is owned by Mario Vetro.
|
|
●
|
Scharfe
Holdings Inc. is owned by Bradley Scharfe, a former director of our company.
|
|
●
|
Scharfe
Investment Group of Companies Inc. is owned by Cale Thomas, a former director and officer
of our company, and Bradley Scharfe, a former director of our company.
|
|
●
|
Monarch
Properties Ltd. is owned by H. Nixon Scharfe, the father of Brad Scharfe
|
|
●
|
Tessa
Brinkman is Benjamin Mossmans wife and provides engineering and project management
services to our company under contract. Mr. Mossman does not exercise control or direction
over these securities.
|
|
●
|
Anita
Cathleen Barry is Tessa Brinkmans mother and Bruce Barry is Anitas husband.
Ms. Brinkman does not exercise control or direction over these securities.
|
|
●
|
Thomas
Brinkman is Tessa Brinkmans brother and William Brinkman is her father. Ms. Brinkman
does not exercise control or direction over these securities.
|
PLAN
OF DISTRIBUTION
We
are registering the Shares to permit the resale of those Shares under the Securities Act from time to time after the date of this
prospectus at the discretion of the holders of such Shares. We will not receive any of the proceeds from the sale by the selling
stockholders of the Shares. We will bear all fees and expenses incident to our obligation to register the Shares.
Each
selling stockholder and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of
their Shares on the CSE, the OTCQB, or any other stock exchange, market, quotation service or trading facility on which the shares
are traded or in private transactions, provided that all applicable Canadian laws and other applicable local laws are satisfied.
The selling stockholders may also sell their Shares directly or through one or more underwriters, broker-dealers, or agents. If
the Shares are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts
or commissions or agents commissions. The Shares may be sold in one or more transactions at fixed prices, at prevailing
market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. A selling stockholder
may use any one or more of the following methods when selling shares:
|
●
|
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
●
|
block
trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;
|
|
●
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
●
|
an
exchange distribution in accordance with the rules of the applicable exchange;
|
|
●
|
privately
negotiated transactions;
|
|
●
|
settlement
of short sales entered into after the effective date of the registration statement of
which this prospectus is a part;
|
|
●
|
broker-dealers
may agree with the selling stockholders to sell a specified number of such shares at
a stipulated price per share;
|
|
●
|
through
the writing or settlement of options or other hedging transactions, whether through an
options exchange or otherwise;
|
|
●
|
a
combination of any such methods of sale; and
|
|
●
|
any
other method permitted pursuant to applicable law.
|
The
selling stockholders may also sell shares pursuant to Rule 144 under the Securities Act, if available, rather than under this
prospectus.
If
the selling stockholders effect such transactions by selling Shares to or through underwriters, broker-dealers, or agents, such
underwriters, broker-dealers, or agents may receive commissions in the form of discounts, concessions, or commissions from the
selling stockholders or commissions from purchasers of the Shares for whom they may act as agent or to whom they may sell as principal
(which discounts, concessions, or commissions as to particular underwriters, broker-dealers, or agents may be in excess of those
customary in the types of transactions involved). Broker-dealers engaged by any selling stockholder may arrange for other brokers-dealers
to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder (or, if any broker-dealer
acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement
to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with
FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.
In
connection with sales of Shares or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the Shares in the course of hedging in positions they
assume. The selling stockholders may also sell shares of Common Stock short and deliver Shares covered by this prospectus to close
out their short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also
loan or pledge Shares to broker-dealers that in turn may sell such Shares. The selling stockholders may also enter into option
or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities
which require the
delivery to such broker-dealer or other financial institution of Shares offered by this prospectus, which Shares
such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect
such transaction).
The
selling stockholders and any broker-dealers or agents that are involved in selling the Shares may be deemed to be underwriters
within the meaning of the Securities Act, in connection with such sales. In such event, any commissions received by, or any discounts
or concessions allowed to, any such broker-dealer or agent and any profit on the resale of any Shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the Shares is
made, a prospectus supplement, if required, will be distributed that will set forth the aggregate amount of Shares being offered
and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions, and other
terms constituting compensation from the selling stockholders and any discounts, commissions, or concessions allowed or re-allowed
or paid to broker-dealers.
Each
selling stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly,
with any person to distribute the Shares.
Because
the selling stockholders may be deemed to be underwriters within the meaning of the Securities Act, they will be
subject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. Once this registration statement
becomes effective we intend to file the final prospectus with the SEC in accordance with SEC Rules 172 and 424. Provided
we are not the subject of any SEC stop orders and we are not subject to any cease and desist proceedings, the obligation to deliver
a final prospectus to a purchaser will be deemed to have been met.
There
is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the selling stockholders.
Under
the securities laws of some states, the Shares may be sold in such states only through registered or licensed brokers or dealers.
In addition, in some states the Shares may not be sold unless such shares have been registered or qualified for sale in such state,
or an exemption from registration or qualification is available and is complied with.
There
can be no assurance that any selling stockholder will sell any or all of the Shares registered pursuant to the registration statement
of which this prospectus forms a part.
Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the Shares may not simultaneously
engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation
M, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions
of the Exchange Act, and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases
and sales of shares of our Common Stock by the selling stockholders or any other person. All of the foregoing provisions may affect
the marketability of the Shares and the ability of any person or entity to engage in market-making activities with respect to
the Shares.
We
will pay all expenses of the registration of the Shares, estimated to be approximately US$74,769 in total, including, without
limitation, SEC filing fees, expenses of compliance with state securities or blue sky laws, and legal and accounting
fees; provided, however, that a selling stockholder will pay all underwriting discounts and selling commissions, if any. We will
indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act, in accordance with
applicable registration rights agreements, if any, or the selling stockholders will be entitled to contribution. We may be indemnified
by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any
written information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the
related registration rights agreement, or we may be entitled to contribution.
We
agreed to keep this prospectus effective until the earlier of (i) the date on which the Shares may be resold by the selling stockholders
without registration and without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or
limitation pursuant to Rule 144 or (ii) all of the Shares have been sold pursuant to this prospectus or Rule 144 under the Securities
Act or any other rule of similar effect.
Once sold under the registration statement of which this prospectus forms a part, the
Shares will be freely tradable in the hands of persons other than our affiliates.
DESCRIPTION
OF CAPITAL STOCK
Common
Stock
Our
authorized capital consists of 400,000,000 shares of Common Stock with a par value of $0.001 per share. As of November 23, 2018,
there were 145,990,357 shares of our Common Stock issued and outstanding.
Holders
of our Common Stock have no preemptive rights to purchase additional shares of Common Stock or other subscription rights. The
Common Stock carries no conversion rights and is not subject to redemption or to any sinking fund provisions. All of our issued
Common Stock is entitled to share equally in dividends from sources legally available, when, as and if declared by our Board of
Directors, and upon our liquidation or dissolution, whether voluntary or involuntary, to share equally in our assets available
for distribution to security holders.
Our
Board of Directors is authorized to issue additional shares of Common Stock not to exceed the amount authorized by our Articles
of Incorporation, on such terms and conditions and for such consideration as the Board may deem appropriate without further security
holder action.
Voting
Rights
Each
holder of our Common Stock is entitled to one vote per share on all matters on which such stockholders are entitled to vote. Since
the Common Stock does not have cumulative voting rights, the holders of more than 50% of the shares voting for the election of
directors can elect all the directors if they choose to do so and, in such event, the holders of the remaining shares will not
be able to elect any person to the Board of Directors.
Dividend
Policy
Holders
of our Common Stock are entitled to dividends if declared by the Board of Directors out of funds legally available for the payment
of dividends. Since our inception as a company on February 9, 2007, we have not declared any dividends, nor do we intend
to issue any cash dividends in the future. Our foreseeable plans include retaining earnings, if any, to finance the development
and expansion of our business.
LEGAL
MATTERS
The
validity of the issuance of the Shares offered hereby has been passed upon for us by SecuritiesLawUSA, PC, Los Angeles, California.
INTERESTS
OF EXPERTS
The
financial statements as of July 31, 2018 and 2017 and for the years ended July 31, 2018 and 2017 incorporated by reference
in this prospectus and in the registration statement have been so incorporated in reliance on the report of Davidson &
Company LLP, an independent registered public accounting firm (the report on the financial statements contains an explanatory
paragraph regarding our ability to continue as a going concern), incorporated herein by reference, given on the authority of said
firm as experts in auditing and accounting.
Certain
portions of the description of the I-M Mine Property incorporated by reference herein were summarized or extracted from a technical
report prepared in accordance with NI 43-101 dated June 1, 2017 and entitled Technical Report on the Idaho-Maryland
Project, Grass Valley, California, USA. Those extracts were reviewed and approved by Greg Kulla, P.Geo., the Author of the
report.
None of the above experts has received, or is to receive, in connection with the offering, a substantial interest, direct
or indirect, in our company or any of our subsidiaries nor were they connected with our company or any of our subsidiaries as
a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement on Form S-1, including exhibits and schedules, under the Securities Act
with respect to the Shares of Common Stock to be sold in this offering. This prospectus and any prospectus supplement which form
a part of the registration statement do not contain all of the information set forth in the registration statement or the exhibits
and schedules filed therewith. For further information about us and the securities covered by this prospectus, please see the
registration statement and the exhibits filed with the registration statement. Any statements made in this prospectus or
any prospectus supplement concerning legal documents are not necessarily complete and you should read the documents that are filed
as exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding of the document or
matter.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read, without charge,
and copy, at prescribed rates, all or any portion of the registration statement or any reports, statements or other information
in the files at the public reference room at the SECs principal office at 100 F Street NE, Washington, D.C., 20549. You
may request copies of these documents, for a copying fee, by writing to the SEC. You may call the SEC at 1-800-SEC-0330 for further
information on the operation of its public reference room. Our filings, including the registration statement, are also available
to you on the Internet website maintained by the SEC at http://www.sec.gov.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to incorporate by reference into this prospectus the information in documents we file with it, which means that
we can disclose important information to you by referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede
this information. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in or omitted
from this prospectus or any accompanying prospectus supplement, or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We
incorporate by reference the documents listed below and all future documents that we file with the SEC under Section 13(a), 13(c),
14 or 15(d) of the Exchange Act prior to the termination of the offering of the Shares:
|
●
|
our
Annual Report on Form 10-K for the year ended July 31, 2018
|
|
●
|
our
Current Reports on Form 8-K filed on August 7, 2018, September 4, 2018 (two reports),
September 6, 2018, September 18, 2018, October 19, 2018 and November 6, 2018
|
We
do not, however, incorporate by reference in this prospectus any documents or portions thereof that are not deemed filed
with the SEC, including any information furnished pursuant to Item 2.02 or Item 7.01 of our Current Reports on Form 8-K unless,
and except to the extent, specified in such Current Reports.
We
will provide to each person, including any beneficial owner, to whom a prospectus is delivered a copy of any of the filings incorporated
by reference (other than an exhibit to such filings, unless the exhibit is specifically incorporated by reference into the filing
requested) at no cost, if you submit a request to us by writing or telephoning us at the following mailing address, email address
or telephone number:
Rise
Gold Corp.
Suite
650, 669 Howe Street
Vancouver,
British Columbia V6C 0B4
Attn:
Eileen Au
eau@jproust.ca
604-260-4577
Copies
of these documents may also be accessed free of charge on our website at http://www.risegoldcorp.com.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
|
Item
13.
|
Other
Expenses of Issuance and Distribution.
|
The
following table lists the costs and expenses for which we have assumed sole responsibility and that we have paid or will pay in
connection with the offering of securities covered by this prospectus, which do not include any sales commissions or discounts.
All amounts are estimates except for the SEC registration fee, which we paid previously and which has been rounded to the nearest dollar.
|
|
Amount (US$)
|
|
SEC registration fee
|
|
$
|
1,269
|
|
Accounting fees and expenses
|
|
|
5,000
|
|
Legal fees and expenses
|
|
|
63,000
|
|
Printing fees and expenses
|
|
|
2,000
|
|
Transfer agent and registrar fees and expenses
|
|
|
2,500
|
|
Miscellaneous expenses
|
|
|
1,000
|
|
Total
|
|
$
|
74,769
|
|
|
Item
14.
|
Indemnification
of Directors and Officers.
|
Nevada
corporation law provides in Nevada Revised Statutes (NRS) 78.7502 that:
|
●
|
a
corporation may indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the right of the
corporation, by reason of the fact that the person is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by the person in
connection with the action, suit or proceeding if (a) the person is not liable pursuant
to NRS 78.138, or (b) the person acted in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe
the conduct was unlawful;
|
|
●
|
a
corporation may indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that the person
is or was a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys fees actually and reasonably
incurred by the person in connection with the defense or settlement of the action or
suit if (a) the person is not liable pursuant to NRS 78.138, or (b) the person acted
in good faith and in a manner which he or she reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts
paid in settlement to the corporation, unless and only to the extent that the court in
which the action or suit was brought or other court of competent jurisdiction determines
upon application that in view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for such expenses as the court deems proper; and
|
|
●
|
to
the extent that a director, officer, employee or agent of a corporation has been successful
on the merits or otherwise in defense of any action, suit or proceeding referred to in
the two paragraphs above, or in defense of any claim, issue or matter therein, the corporation
shall indemnify him or her against expenses, including attorneys fees, actually
and reasonably incurred by him or her in connection with the defense.
|
NRS
78.751 provides that we may make any discretionary indemnification pursuant to NRS 78.7502 only as authorized in the specific
case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The
determination must be made:
|
●
|
by
our board of directors by majority vote of a quorum consisting of directors who were
not parties to the action, suit or proceeding;
|
|
●
|
if
a majority vote of a quorum consisting of directors who were not parties to the action,
suit or proceeding so orders, by independent legal counsel in a written opinion;
|
|
●
|
if
a quorum consisting of directors who were not parties to the action, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion; or
|
The
indemnification pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant to NRS 78.751.2:
|
●
|
does
not exclude any other rights to which a person seeking indemnification or advancement
of expenses may be entitled under the articles of incorporation or any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, for either an action in
the persons official capacity or an action in another capacity while holding office,
except that indemnification, unless ordered by a court pursuant to NRS 78.7501 or for
the advancement of expenses made pursuant to NRS 78.751.2, may not be made to or on behalf
of any director or officer if a final adjudication establishes that the directors
or officers acts or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action; and
|
|
●
|
continues
for a person who has ceased to be a director, officer, employee or agent and inures to
the benefit of the heirs, executors and administrators of such a person.
|
Our
bylaws provide that:
|
●
|
The
directors of the Company shall cause the Company to indemnify a director or former director
of the Company and the directors may cause the Company to indemnify a director or former
director of a corporation of which the Company is or was a shareholder and the heirs
and personal representatives of any such person against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, actually and reasonably
incurred by him or her including an amount paid to settle an action or satisfy a judgment
in any criminal or administrative action or proceeding to which he or she is made a party
by reason of his or her being or having been a director of the Company or a director
of such corporation, including an action brought by the Company or corporation. Each
director of the Company on being elected or appointed is deemed to have contracted with
the Company on the terms of the foregoing indemnity.
|
|
●
|
The
directors of the Company may cause the Company to indemnify an officer, employee or agent
of the Company or of a corporation of which the Company is or was a shareholder (notwithstanding
that he or she is also a director of the Company) and his or her heirs and personal representatives
against all costs, charges and expenses incurred by him or her and resulting from his
or her acting as an officer, employee or agent of the Company or the corporation. In
addition, the Company shall indemnify the secretary or assistant secretary of the Company
(if he or she is not a full time employee of the Company and notwithstanding that he
or she is also a director of the Company) and his or her respective heirs and legal representatives
against all costs, charges and expenses incurred by him or her and arising out of the
functions assigned to the secretary by law or the articles of incorporation of the Company,
and each
|
secretary
and assistant secretary, on being appointed is deemed to have contracted with the Company on the terms of the foregoing indemnity.
|
●
|
The
directors of the Company may cause the Company to purchase and maintain insurance for
the benefit of a person who is or was serving as a director, officer, employee or agent
of the Company or as a director, officer, employee or agent of a corporation of which
the Company is or was a shareholder and his or her heirs or personal representatives
against a liability incurred by him as a director, officer, employee or agent.
|
|
Item
15.
|
Recent
Sales of Unregistered Securities.
|
During
the past three years, we have issued the following securities without registration under the Securities Act outside the United
States pursuant to the exclusion from registration provided under Rule 903 of Regulation S and inside the United States pursuant
to the exemptions from registration provided Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D thereunder,
in each case in reliance upon the representations received from the purchasers of those securities.
On
January 29, 2016, we completed the sale of an aggregate of 6,050,000 shares of Common Stock at a price of $0.10 per share in a
Canadian public offering in exchange for gross proceeds of $605,000. The shares were qualified for distribution in the provinces
of British Columbia and Alberta pursuant to a final long form prospectus that was prepared and dated November 10, 2015. We entered
into an agency agreement dated September 22, 2015 with one Canadian selling agent, pursuant to which we paid the agent a cash
commission equal to 8% of the gross proceeds and issued the agent and one sub-agent an aggregate of 484,000 warrants, each of
which was exercisable into one share of Common Stock at a price of $0.10 per share for a period of 24 months. We issued the foregoing
shares and warrants in reliance on the exclusion from registration provided by Rule 903 of Regulation S. Our reliance on
Rule 903 was based on the fact that the securities were sold in offshore transactions. We did not engage in any directed
selling efforts in the United States in connection with the sale of the securities, and the investors were not U.S. persons and
did not acquire the securities for the account or benefit of any U.S. person.
On
March 23, 2016, we adopted an incentive stock option plan and granted an aggregate of 2,700,000 options to various of our directors
and consultants. Each option vested immediately and is exercisable into one share of our Common Stock at a price of $0.15
per share until March 22, 2021. Of the 2,700,000 options, we granted 900,000 to Fred Tejada, our then President, Chief Executive
Officer, Secretary and member of our board of directors, 700,000 to Cale Thomas, our then Chief Financial Officer, Treasurer and
director, and 200,000 to Michael Evans, a then independent member of our board. The remaining 900,000 options were granted
to some of our consultants who were eligible to participate in our stock option plan. We granted these options in reliance on
the exemption from registration provided by Rule 903 of Regulation S. Our reliance on Rule 903 of Regulation S was based
on the fact that the options were granted in offshore transactions, as defined in Rule 902(h) of Regulation S. We did not
engage in any directed selling efforts in the United States in connection with the grant of the options, and the grantees were
not U.S. persons and did not acquire the options for the account or benefit of any U.S. person.
On
May 26, 2016, we entered into a property purchase agreement with Klondike Gold Corp., a British Columbia company (
Klondike
),
pursuant to which Klondike agreed to transfer to us 100% of its right, title and interest in and to certain mineral claims located
in British Columbia, Canada (collectively, the
Properties
) in exchange for certain consideration, including
shares of our Common Stock and warrants to purchase additional shares of Common Stock. In connection with this transaction, we
issued to Klondike, on July 13, 2016, 1,500,000 shares of Common Stock and 1,500,000 common stock purchase warrants, each of which
is exercisable into one share of our Common Stock at a price of $0.227 per share for a period of 24 months. On July 17, 2017,
we entered into a settlement agreement with Klondike that effectively terminated the purchase agreement respecting the Properties.
We issued the shares and warrants to Klondike in reliance on the exclusion from registration provided by Rule 903 of Regulation
S. Our reliance on Rule 903 was based on the fact that the securities were sold in an offshore transaction. We did
not engage in any directed selling efforts in the United States in connection with the sale of the securities, and Klondike was
not a U.S. person and did not acquire the securities for the account or benefit of any U.S. person.
On
August 1, 2016, we issued 400,000 shares of Common Stock to our Chief Executive Officer, Benjamin Mossman, at a deemed price of
$0.15 per share as a signing bonus pursuant to Mr. Mossmans executive
employment agreement. On August 9, 2016, and
pursuant to the same agreement, we issued Mr. Mossman incentive stock options to purchase 586,600 shares of Common Stock exercisable
at a price of $0.20 per share until August 8, 2021. We issued these shares and granted the stock options to Mr. Mossman in reliance
on the exclusion from registration provided by Rule 903 of Regulation S. Our reliance on Rule 903 was based on the fact
that the shares were issued and the options were granted in offshore transactions. We did not engage in any directed selling efforts
in the United States in connection with the issuance or the grant, and Mr. Mossman is not a U.S. person and did not acquire the
shares and options for the account or benefit of any U.S. person.
On
December 23, 2016, we completed the sale of an aggregate of 21,044,500 units at a price of $0.20 per unit for gross proceeds of
$4,208,900. Each unit consisted of one share of our Common Stock and one transferable share purchase warrant exercisable
into one share of Common Stock at a price of $0.40 until December 23, 2018. In connection with the private placement, we paid
eight finders a cash commission equal to either 2% or 6%, depending on the manner of introduction, of the gross proceeds raised
from investors introduced to us by those finders, for a total of $218,410, and issued an aggregate of 1,104,300 finders
warrants, with each warrant exercisable into one share of our Common Stock at a price of $0.40 until December 23, 2018. We issued
the shares and warrants in reliance on the exclusion from registration provided by Rule 903 of Regulation S for offers and sales
outside of the United States and Section 4(a)(2) of the Securities Act for offers and sales in the United States and to U.S. persons.
Our reliance on Rule 903 was based on the fact that the applicable securities were sold in offshore transactions. We
did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and the purchasers
of those securities were not U.S. persons and did not acquire the securities for the account or benefit of any U.S. person. Our
reliance on Section 4(a)(2) was based on the fact that each U.S. investor provided us with written representations regarding their
status as an accredited investor, as defined in Rule 501(a) of Regulation D under the Securities Act. Neither we, nor anyone acting
on our behalf, engaged in any advertising or general solicitation in connection with the Private Placement,
On
December 27, 2016, we granted an additional 2,142,542 incentive stock options pursuant to our stock option plan to our Chief Executive
Officer, Benjamin Mossman. Each option vested immediately and is exercisable by Mr. Mossman into one share of our Common
Stock at a price of $0.24 per share until December 27, 2021. We granted the options in reliance on the exclusion from registration
provided by Rule 903 of Regulation S based on the fact that the securities were offered and sold in an offshore transaction. We
did not engage in any directed selling efforts in the United States in connection with the grant of the securities, and the recipient
of the options was not a U.S. person and did not acquire the securities for the account or benefit of any U.S. person.
On
January 24, 2017, we completed the sale of 1,340,000 units at a price of $0.20 per unit for gross proceeds of $268,000. Each
unit consisted of one share of Common Stock and one transferable common stock purchase warrant exercisable into one share of Common
Stock at a price of $0.40 until January 24, 2019. We paid three finders a cash commission equal to either 2% or 6%, depending
on the manner of introduction, of the gross proceeds raised from investors introduced to us by those finders, for a total of $5,220,
and issued an aggregate of 26,100 finders warrants, with each warrant exercisable into one share of our Common Stock at
a price of $0.40 per share until January 24, 2019. We issued the shares and warrants underlying the units in reliance on the exclusion
from registration provided by Rule 903 of Regulation S for offers and sales outside of the United States and Section 4(a)(2) of
the Securities Act for offers and sales in the United States and to U.S. persons. Our reliance on Rule 903 was based on
the fact that the applicable securities were sold in offshore transactions. We did not engage in any directed selling efforts
in the United States in connection with the sale of those securities, and none of the purchasers of those securities was a U.S.
person or acquired the securities for the account or benefit of any U.S. person. Our reliance on Section 4(a)(2) was based
on the fact that the sole U.S. investor provided us with written representations regarding his status as an accredited investor,
and that neither we, nor anyone acting on our behalf, engaged in any advertising or public solicitation.
On
February 6, 2017, we completed the sale of an aggregate of 455,000 units at a price of $0.25 per unit for gross proceeds
of $113,750 comprising the first tranche of an offering of up to 800,000 units. Each unit consisted of one share of our
Common Stock and one transferable share purchase warrant exercisable into one additional share of Common Stock at a price of $0.40
until February 6, 2019. We paid a finder a cash commission of $2,625, being 6% of the gross proceeds, and issued 10,500
finders warrants, being 6% of the number of units, on the funds raised from investors introduced to us by that finder.
Each warrant is exercisable into one share of our Common Stock at a price of $0.40 per share until February 6, 2019.
In addition, on February 7, 2017, we granted 500,000 incentive
stock options pursuant to our stock option plan to Skanderbeg
Capital Advisors Inc., our investors relations consultants. Each of these options vested immediately and is exercisable
into one share of Common Stock at a price of $0.33 per share until February 7, 2020. We issued the shares and warrants comprising
the units we sold, and granted the incentive stock options and the finders warrants we issued, in reliance on the exclusion
from registration provided by Rule 903 of Regulation S for offers and sales outside of the United States and Section 4(a)(2) of
the Securities Act and Rule 506(b) of Regulation D thereunder for offers and sales in the United States and to U.S. persons. Our
reliance on Rule 903 was based on the fact that the securities were sold in offshore transactions. We did not engage in
any directed selling efforts in the United States in connection with the sale of the securities, and none of the purchasers of
those securities was a U.S. person or acquired the securities for the account or benefit of any U.S. person. Our reliance
on Section 4(a)(2) and Rule 506(b) was based on the fact that the sole U.S. investor in the placement provided us with written
representations regarding his status as an accredited investor, and that neither we nor anyone acting on our behalf engaged in
any general advertising or general solicitation.
On
April 3, 2017, we granted 500,000 incentive stock options pursuant to our stock option plan to John D. Anderson, a member
of our board of directors. Each option vested immediately and is exercisable into one share of our Common Stock at a price of
$0.27 per share until April 3, 2022. We granted the options in reliance on the exclusion from registration provided by Rule
903 of Regulation S based on the fact that the securities were offered and sold in an offshore transaction. We did not engage
in any directed selling efforts in the United States in connection with the sale of the securities, Mr. Anderson is not a U.S.
person, nor did he acquire the securities for the account or for the benefit of any U.S. person.
On
April 20, 2017, and in connection with the appointment of Alan R. Edwards and Thomas I. Vehrs to our board of directors,
we granted, pursuant to our stock option plan, 500,000 incentive stock options to Alan R. Edwards and 400,000 incentive stock
options to Thomas I. Vehrs. Each option vested immediately and is exercisable into one share of our Common Stock at
a price of $0.28 per share until April 20, 2020. We granted the options in reliance on the exemption in Section 4(a)(2)
of the Securities Act based on the availability to the grantees of information regarding the Company and the private nature of
the transactions.
On
May 5, 2017, we completed the sale of 9,009,814 units at a price of $0.23 per unit for gross proceeds of $2,072,257. Each
unit consisted of one share of our Common Stock and one non-transferable share purchase warrant exercisable into one share of
Common Stock at a price of $0.40 until May 5, 2019. We paid or accrued an aggregate of $101,772 in finders fees payable
to two finders, being 6% of the gross proceeds raised, and issued 442,489 finders warrants, being 6% of the number of units
sold, on the funds received from investors introduced to us by the finders. Each warrant is exercisable into one share of
our Common Stock at a price of $0.40 until May 5, 2019. We issued the shares and warrants underlying the units sold and the
finders warrants issued in reliance on the exclusion from registration provided by Rule 903 of Regulation S for offers
and sales outside of the United States and Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder for
offers and sales in the United States and to U.S. persons. Our reliance on Rule 903 was based on the fact that the securities
were sold in offshore transactions. We did not engage in any directed selling efforts in the United States in connection with
the sale of the securities, and none of the purchasers of those securities was a U.S. person or acquired the securities for the
account or benefit of any U.S. person. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investors
provided us with written representations regarding their investment intent and status as an accredited investor, and that neither
we nor anyone acting on our behalf engaged in any general advertising or general solicitation.
On
August 8, 2017, we entered into a shares for debt settlement transaction with one of our creditors, providing for the settlement
of approximately $95,952 of indebtedness through the issuance of an aggregate of 417,184 units of our securities at a deemed issue
price of $0.23 per unit. Each unit was comprised of one share of Common Stock and one common stock purchase warrant. Each
warrant entitles the holder to acquire one additional share of Common Stock at an exercise price of $0.40 until May 5, 2019. We
relied on Rule 903 of Regulation S for the offer and sale of the units to the creditor, based on the fact that the units were
sold in an offshore transaction. We have not engaged in any directed selling efforts in the United States in connection with the
sale of the units and the creditor was not a U.S. person and did not acquire the securities for the account or benefit of any
U.S. person.
On September 25, 2017, we completed the sale of an aggregate of 7,077,140 units at a price of $0.15 per unit
for gross proceeds of $1,061,571 comprising the first tranche of an offering of up to 24,000,000 units. Each unit consisted
of one share of our Common Stock and one transferable share purchase warrant exercisable into one additional share of Common Stock
at a price of $0.25 until September 25, 2019. We paid or accrued an aggregate of $540 in finders fees payable
to one finder, being 6% of the gross proceeds raised, and issued 3,600 finders warrants, being 6% of the number of units
sold, on the funds received from investors introduced to us by the finder. Each warrant is exercisable into one share of our Common
Stock at a price of $0.25 until September 25, 2019. We issued the shares and warrants underlying the units sold and the finders
warrants issued in reliance on the exclusion from registration provided by Rule 903 of Regulation S for offers and sales outside
of the United States and Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder for offers and sales
in the United States and to U.S. persons. Our reliance on Rule 903 was based on the fact that the securities were sold in offshore
transactions. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities,
and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any
U.S. person. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investors provided us with written
representations regarding their investment intent and status as an accredited investor, and that neither we nor anyone acting
on our behalf engaged in any general advertising or general solicitation.
On
December 27, 2017, we completed the sale of an aggregate of 6,417,000 units at a price of $0.15 per unit for gross proceeds of
$962,550 comprising the second tranche of an offering of up to 24,000,000 units. Each unit consisted of one share of our Common
Stock and one non-transferable share purchase warrant exercisable into one additional share of Common Stock at a price of $0.25
until December 27, 2019. We paid or accrued an aggregate of $55,779 in finders fees payable to two finders, being 6% of
the gross proceeds, and issued 371,860 finders warrants, being 6% of the number of units sold, on the funds received from
investors introduced to us by the finders. Each warrant is exercisable into one share of our Common Stock at a price of $0.25
until December 27, 2019. We issued the shares and warrants underlying the units sold and the finders warrants issued in
reliance on the exclusion from registration provided by Rule 903 of Regulation S for offers and sales outside of the United States
and Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder for offers and sales in the United States
and to U.S. persons. Our reliance on Rule 903 was based on the fact that the securities were sold in offshore transactions. We
did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and none of
the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any U.S. person.
Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investors provided us with written representations
regarding their investment intent and status as an accredited investor, and that neither we nor anyone acting on our behalf engaged
in any general advertising or general solicitation.
On
January 3, 2018, we completed the sale of an aggregate of 133,333 units at a price of $0.15 per unit for gross proceeds of $20,000
comprising the third and final tranche of an offering of up to 24,000,000 units. Each unit consisted of one share of our Common
Stock and one non-transferable share purchase warrant exercisable into one additional share of Common Stock at a price of $0.25
until January 3, 2020. We issued the shares and warrants underlying the units sold in reliance on the exclusion from registration
provided by Rule 903 of Regulation S. Our reliance on Rule 903 was based on the fact that the securities were sold in offshore
transactions. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities,
and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any
U.S. person.
On
April 18, 2018, we completed the sale of an aggregate of 35,161,000 units at a price of $0.10 per unit for gross proceeds of $3,516,100.
Each unit consisted of one share of our Common Stock and one non-transferable share purchase warrant exercisable into one additional
share of Common Stock at a price of $0.15 until April 18, 2021. We paid or accrued an aggregate of $2,100 in finders fees
payable to a finder, being 6% of the gross proceeds, and issued 21,000 finders warrants, being 6% of the number of units
sold, on the funds received from investors introduced to us by the finder. Each warrant is exercisable into one share of our Common
Stock at a price of $0.15 until April 18, 2020. We issued the shares and warrants underlying the units sold and the finders
warrants issued in reliance on the exclusion from registration provided by Rule 903 of Regulation S for offers and sales outside
of the United States and Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder for offers and sales
in the United States and to U.S. persons. Our reliance on Rule 903 was based on the fact that the securities
were sold in offshore
transactions. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities,
and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any
U.S. person. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investors provided us with written
representations regarding their investment intent and status as an accredited investor, and that neither we nor anyone acting
on our behalf engaged in any general advertising or general solicitation.
On
April 18, 2018, we granted a total of 6,381,000 incentive stock options pursuant to our stock option plan to various employees,
consultants and directors including: 2,631,000 to our Chief Executive Officer, Benjamin W. Mossman; 1,200,000 to John Proust,
a member of our Board of Directors; 300,000 to our Chief Financial Officer and Treasurer, Vince W. Boon; 300,000 to our Corporate
Secretary, Eileen Au; 300,000 to Alan R. Edwards, the Chairman of our Board of Directors; 250,000 Thomas I. Vehrs, a member of
our Board of Directors; and 250,000 to John D. Anderson, a member of our Board of Directors. Each option vested immediately
and is exercisable into one share of our Common Stock at a price of $0.12 per share until April 18, 2023. The remaining
1,150,000 options were granted to some of our consultants who were eligible to participate in our stock option plan. We granted
the options in reliance on the exclusion from registration provided by Rule 903 of Regulation S for grants outside of the United
States and Section 4(a)(2) of the Securities Act for grants in the United States and to U.S. persons. Our reliance on Rule 903
of Regulation S was based on the fact that the securities were offered and sold in an offshore transaction. We did not engage
in any directed selling efforts in the United States in connection with the grant of the securities and none of the persons receiving
those securities was a U.S. person, nor did they acquire the securities for the account or for the benefit of any U.S. person.
Our reliance on Section 4(a)(2) was based on the availability to the grantees of the incentive stock options of information regarding
our company, our properties and operations and the private nature of the transactions.
On
October 16, 2018, we completed the sale of 17,500,000 units to one investor at a price of $0.10 per unit for gross proceeds of
$1,750,000. Each unit consisted of one share of our Common Stock and one-half of one share purchase warrant. Each whole warrant
entitles the holder to acquire one additional share of Common Stock at a price of $0.13 until October 16, 2020. We issued the
shares and warrants underlying the units in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D
thereunder. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investor provided us with written
representations regarding its investment intent and status as an accredited investor, and neither we nor anyone acting on our
behalf engaged in any general advertising or general solicitation. In conjunction with this investment, we issued 875,000 share
purchase warrants as a finders fee. Each finders warrant entitles the holder to acquire one share of Common Stock
at an exercise price of $0.13 until October 16, 2020. We issued the finders warrants in reliance on the exclusion
from registration provided by Rule 903 of Regulation S. Our reliance on Rule 903 was based on the fact that the finders
warrants were issued in an offshore transaction. We did not engage in any directed selling efforts in the United States in connection
with the issuance of the finders warrants, and the recipient of the finders warrants was not a U.S. person and did
not acquire the finders warrants for the account or benefit of a U.S. person.
On
November 5, 2018, we completed the sale of 7,500,000 units to one investor at a price of $0.10 per unit for gross proceeds of
$750,000. Each unit consisted of one share of our Common Stock and one-half of one share purchase warrant. Each whole warrant
entitles the holder to acquire one additional share of Common Stock at a price of $0.13 until November 5, 2020. We issued the
shares and warrants underlying the units in reliance on the exclusion from registration provided by Rule 903 of Regulation S.
Our reliance on Rule 903 was based on the fact that the securities were issued in an offshore transaction. We did not engage in
any directed selling efforts in the United States in connection with the sale of the securities, and the purchaser of the securities
was not a U.S. person and did not acquire the securities for the account or benefit of a U.S. person.
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Item
16.
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Exhibits
and Financial Statement Schedules.
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(a)
Exhibits
The
Exhibits filed herewith are set forth on the Index to Exhibits filed as a part of this registration statement beginning on page
II-11 hereof.
The
undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
statement:
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(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities Act;
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|
(ii)
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To
reflect in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in the Calculation
of Registration Fee table in the effective registration statement; and
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|
(iii)
|
To
include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information in
the registration statement;
|
provided
,
however
,
that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13
or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That
for determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of
a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is
first used after effectiveness.
Provided, however,
that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior
to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of
the registration statement or made in any such document immediately prior to such date of first use.
(5) That,
for purposes of determining any liability under the Securities Act, each filing of the registrants annual report pursuant
to section 13(a) or section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(6) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Vancouver, British Columbia, Canada on November 23, 2018.
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|
Rise
Gold Corp.
|
|
|
|
|
|
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By:
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/s/
Benjamin W. Mossman
|
|
|
|
Benjamin
W. Mossman, Chief Executive Officer and President
|
|
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name
|
|
Title
|
|
Date
|
By:
/s/ Benjamin W. Mossman
Benjamin
W. Mossman
|
|
Chief Executive Officer, President and Director (Principal Executive Officer)
|
|
November 23, 2018
|
|
|
|
|
|
By:
/s/
Vincent Boon
Vincent
Boon
|
|
Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
|
|
November 23, 2018
|
|
|
|
|
|
By:
/s/
John D. Anderson
John
D. Anderson
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|
Director
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|
November 23, 2018
|
|
|
|
|
|
By:
/s/
John G. Proust
John
G. Proust
|
|
Director
|
|
November 23, 2018
|
|
|
|
|
|
By:
/s/
Thomas I. Vehrs
Thomas
I. Vehrs
|
|
Director
|
|
November 23, 2018
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EXHIBIT
INDEX
Exhibit No.
|
Document
|
3.1
|
Articles of Incorporation, as amended to date (4)
|
3.2
|
Bylaws (1)
|
5.1
|
Legal opinion of SecuritiesLawUSA, PC (6)
|
10.1
|
Incentive Stock Option Plan dated March 23, 2016 (4)
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10.2
|
Employment Agreement with Benjamin Mossman dated July 7, 2016 (4)
|
|
10.3
|
Employment
Agreement with Benjamin Mossman dated as of April 19, 2017 (replacing Employment Agreement
filed as Exhibit 10.2) (4)
|
|
10.4
|
Amendment
dated April 16, 2018 to the Employment Agreement with Benjamin Mossman dated as of April
19, 2017 (7)
|
|
10.5
|
Option
Agreement among the Earl C & Erica Erickson Trust, Tangold, LLC, and the Estate of
Mary Bouma and the registrant dated as of August 30, 2016 (2)
|
|
10.6
|
Extension
of the Idaho-Maryland Option Agreement dated November 30, 2016 (2)
|
|
10.7
|
Extension
of the Idaho-Maryland Option Agreement dated December 28, 2016 (2)
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|
10.8
|
Option
Agreement with Sierra Pacific Industries Inc. dated as of January 6, 2017 (2)
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|
10.9
|
Extension
of the Sierra Pacific Industries Inc. Option Agreement dated March 15, 2017 (3)
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|
10.10
|
Geological
Consulting Services Agreement with Fred Tejada effective as of April 20, 2017 (4)
|
|
10.11
|
Extension
of the Sierra Pacific Industries Inc. Option Agreement dated June 7, 2017 (4)
|
|
10.12
|
Extension
of the Sierra Pacific Industries Inc. Option Agreement dated September 1, 2017 (5)
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|
10.13
|
Consulting
Services Agreement dated May 1, 2018 with Cale Thomas (7)
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|
10.14
|
Consulting
Agreement dated April 18, 2018 with J. Proust & Associates Inc. (7)
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|
10.15
|
Form of
Subscription
Agreement with Meridian Jerritt Canyon Corp., a wholly-owned subsidiary of Yamana Gold
Inc., dated October 16, 2018 *
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|
21.1
|
Subsidiaries
of the registrant (4)
|
|
23.1
|
Consent
of Davidson & Company LLP *
|
|
23.2
|
Consent
of SecuritiesLawUSA, PC (contained in Exhibit 5.1) (6)
|
|
23.3
|
Consent
of Gregory Kenneth Kulla, PGeo. (6)
|
|
(1)
|
Previously
included as an exhibit to our Form S-1 registration statement filed on February 19, 2008
and incorporated herein by reference
|
|
(2)
|
Previously
included as an exhibit to our Form 10-Q report for the quarter ended January 31, 2017
filed on March 17, 2017 and incorporated herein by reference
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|
(3)
|
Previously
included as an exhibit to our Form 10-Q report for the quarter ended April 30, 2017 filed
on June 14, 2017 and incorporated herein by reference
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(4)
|
Previously
included as an exhibit to this Form S-1 registration statement filed on September 5,
2017
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(5)
|
Previously
included as an exhibit to our Form 8-K current report filed on September 21, 2017 and
incorporated herein by reference
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(6)
|
Previously
included as an exhibit to Amendment No. 1 to this Form S-1 registration statement filed
on December 6, 2017 and incorporated herein by reference
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|
(7)
|
Previously
included as an exhibit to our Form S-1 registration statement filed on May 29, 2018 and
incorporated herein by reference
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