Rye Patch Gold Corp.

Rye Patch Gold Corp.

August 22, 2012 09:00 ET

Rye Patch Gold Completes First Tranche of Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 22, 2012) -


Rye Patch Gold Corp. (TSX VENTURE:RPM)(OTCQX:RPMGF)(FRANKFURT:5TN) ("Rye Patch" or the "Company") is pleased to announce the completion of the first tranche of its previously announced non-brokered private placement (the "Private Placement") by issuing a total of 5,454,579 units ("Units") at $0.50 per Unit for gross proceeds of $2,727,289.50.

Each Unit consisted of one common share ("Share") of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one common share of the Company at an exercise price of $0.75 for a period of 24 months from the closing date.

In connection with the completion of the first tranche of the Private Placement, the Company will also pay finder's fees in cash totaling $156,096.55.

The Shares and Warrants issued under the first tranche of the Private Placement and the Shares issuable upon exercise of the Warrants are all subject to a hold period that expires on December 22, 2012.

The net proceeds from the Private Placement will be used to explore and develop the projects of Rye Patch Gold US Inc., the Company's wholly-owned subsidiary, as well as for the Company's general working capital.

The Private Placement is subject to final approval of the TSX Venture Exchange.

The securities of the Company and the securities to be issued by the Company pursuant to the Private Placement have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or the securities laws of any state of the United States, and may not be offered or sold in the United States absent registration or an applicable exemption therefrom under the 1933 Act and the securities laws of all applicable states of the United States. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States.

The Company is a Tier 1, Nevada-focused and discovery-driven company seeking to build a sizeable inventory of gold and silver resource assets in the mining friendly state of Nevada, USA. The Company's seasoned management team is engaged in the acquisition, exploration, and development of quality resource-based gold and silver projects. Rye Patch Gold US Inc. is developing gold and silver resources along the emerging Oreana trend, located in west-central Nevada, and is exploring 66 square kilometres along the Cortez trend near Barrick's two new gold discoveries. The Company has established gold and silver resource milestones and time frames in order to build a premier resource development company. For more information about the Company, please visit our website at www.ryepatchgold.com.

On behalf of the Board of Directors

William C. (Bill) Howald, CEO & President

This news release contains forward-looking statements, which address future events and conditions, which are subject to various risks and uncertainties. The Company's actual results, programs and financial position could differ materially from those anticipated in such forward-looking statements as a result of numerous factors, some of which may be beyond the Company's control. These factors include: the availability of funds, the financial position of Rye Patch to pursue legal undertakings; the outcome of legal action relating to the Rochester property and the LH unpatented claims, the timing and content of work programs; results of exploration activities and development of mineral properties, the interpretation of drilling results and other geological data, the uncertainties of resource and reserve estimations, receipt and security of mineral property titles; project cost overruns or unanticipated costs and expenses, fluctuations in metal prices; currency fluctuations; and general market and industry conditions. Litigation is inherently uncertain and factors that could cause actual results to differ materially from those in forward-looking statements include unexpected judicial findings of fact, previously unknown facts arising, and decisions which depart from past legal precedent and similar events.

Forward-looking statements are based on the expectations and opinions of the Company's management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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