UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
Form 6-K
 
REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the month of: June 2015
Commission File Number: 001-35393
 
PRETIUM RESOURCES INC.

(Name of registrant)
 
570 Granville Street, Suite 1600
Vancouver, British Columbia
Canada V6C 3P1
(Address of Principal Executive Offices)
 
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
 
Form 20-F £ Form 40-F R
 
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
 
 
 

 





 



 
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Exhibit Index
 
Exhibit
Number
Description of Exhibit
 
 








 





















 


 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 

 
Date: June 9, 2015
PRETIUM RESOURCES INC.
 
 
 
 
By:
/s/ Joseph J. Ovsenek
 
   
Name:
Joseph J. Ovsenek
 
   
Title:
President
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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EXHIBIT 99.1
 

Form 51-102F3
Material Change Report
 

Item 1
Name and Address of Company
 
Pretium Resources Inc. (“Pretivm”)
Suite 1600, 570 Granville Street
Vancouver, BC
V6C 3P1
   
Item 2
Date of Material Change
 
June 8, 2015
   
Item 3
News Release
 
The news release dated June 8, 2015 was disseminated through Marketwire and filed on SEDAR.
   
Item 4
Summary of Material Change
 
On June 8, 2015, Pretivm announced that it had closed its non-brokered private placement announced on May 20, 2015.  The size of the private placement increased from 685,715 flow-through common shares to 800,000 flow-through common shares at a price of C$8.75 per share for total gross proceeds of approximately C$7 million.
   
Item 5
Full Description of Material Change
   
 
5.1  Full Description of Material Change
 
On June 8, 2015, Pretivm announced that it has closed its non-brokered private placement announced on May 20, 2015.  The size of the private placement increased from 685,715 flow-through common shares of Pretivm (“Flow-Through Shares”) to 800,000 Flow-Through Shares at a price of C$8.75 per share for total gross proceeds of approximately C$7 million (the “Offering”).
 
The proceeds of the Offering will be used to fund grass-roots exploration with a surface drill program targeting geophysical anomalies east of the Brucejack Project.
 
 
 
 
 
1

 
 
 
The gross proceeds of the Offering will be used during the 2015 exploration program to incur eligible Canadian Exploration Expenses that will qualify as "flow through mining expenditures" as defined in subsection 127(9) of the Income Tax Act (Canada), and "BC flow-through mining expenditures", as defined in the Income Tax Act (British Columbia), (the "Qualifying Expenditures"), which will be renounced to the subscribers with an effective date no later than December 31, 2015. In the event the Company is unable to renounce Qualifying Expenditures effective on or prior to December 31, 2015 to the initial purchasers of Flow-Through Shares in an aggregate amount not less than the gross proceeds raised from the issue of the Flow-Through Shares or such expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each Flow-Through Share subscriber for the additional taxes payable by such subscriber as a result of the Company's failure to renounce the Qualifying Expenditures as agreed.
 
The Flow-Through Shares are subject to resale restrictions for a period of four months plus one day from their issuance.  The Flow-Through Shares offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act.
   
 
5.2 Disclosure for Restructuring Transactions
 
Not applicable.
   
Item 6
Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
 
Not applicable.
   
Item 7
Omitted Information
 
Not applicable.
   
Item 8
Executive Officer
 
Alicia Milne
Corporate Secretary
Phone:  604-558-1784
   
Item 9
Date of Report
 
Dated at Vancouver, BC, this 8th day of June, 2015.

 
 
 
 
 
 
 
 
 
 
 
 
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