COLLATERAL AGREEMENT made by RISE GOLD CORP. and THE OTHER PLEDGORS FROM TIME TO TIME PARTY HERETO in favor of MERIDIAN JERRITT CANYON CORP., as Secured Party Dated as of February 14, 2019Collateral Agreement • April 18th, 2019 • Rise Gold Corp. • Metal mining • New York
COLLATERAL AGREEMENT, (as amended, supplemented or otherwise modified from time to time, this “Agreement") dated as of February 14, 2019, made by RISE GOLD CORP., a Nevada corporation (the “Borrower") and RISE GRASS VALLEY INC., a Nevada corporation, (the “Subsidiary Party") in favor of MERIDIAN JERRITT CANYON CORP., as secured party (in such capacity, together with its successors and assigns, the “Secured Party).
GUARANTEE made by RISE GRASS VALLEY INC. in favour of MERIDIAN JERRITT CANYON CORP. dated as of February 14, 2019Guarantee • April 18th, 2019 • Rise Gold Corp. • Metal mining • British Columbia
This GUARANTEE (this “Guarantee”), dated as of February 14, 2019, is made by Rise Grass Valley Inc., a Nevada corporation, (the “Guarantor”) in favour and for the benefit of Meridian Jerritt Canyon Corp., a Delaware Corporation (the “Creditor”).
UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JUNE 15, 2019.Convertible Debenture • April 18th, 2019 • Rise Gold Corp. • Metal mining • British Columbia
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES (1) THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY, EXCEPT (A) TO RISE GOLD CORP. (THE “ISSUER”); (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT) THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH RULE 144A (IF AVAILABLE); (D) OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT; OR (E) UNDER ANY OTHER AVAILABLE EXE
