RLYG Riley Gold Corp

Riley Gold Corp. (TSX.V: RLYG) (OTCQB: RLYGF) (“Riley Gold” or the “Company”) is pleased to announce the completion of a US$2.6 million investment (the “Investment”) from Osisko Gold Royalties Ltd (“Osisko”) (NYSE:OR & TSE:OR) in exchange for royalties on projects held by Riley Gold’s wholly owned Nevada subsidiary, RRC Exploration Inc. (“RRC”) including: a 2.0% net smelter return (“NSR”) royalty on Riley Gold’s Pipeline West/Clipper Gold Project (“PWC”), located in Lander County, Nevada; a 0.5% NSR royalty on its Tokop Gold Project (“Tokop”), located in Esmeralda County, Nevada; and an assignment of certain royalty buy-back rights on PWC, held by RRC. The form of NSR royalty to be granted by RRC to Osisko is dependent on the Company’s land holdings as described in the Transactions Details below.

Highlights:

The Investment provides the following benefits to Riley Gold:

• Establishes a royalty partnership with Osisko, an established, and well respected, gold royalty company. 
• Provides a less dilutive source of funds to replenish the Company’s treasury.
• Allows Riley Gold to continue its various workstreams including continued exploration at PWC (adjoining Nevada Gold Mines - Cortez complex). 

“We are extremely pleased to have Osisko endorse and support our work in Nevada, particularly at PWC, by way of the Investment. We believe that this transaction delivers significant value to our shareholders through our ability to limit equity dilution given the current challenging state of the equity markets. Our goal is to put this capital to work through exploration and development initiatives on our highly prospective Nevada properties to generate further shareholder value,” commented Todd Hilditch, CEO of Riley Gold. 

Transaction Details

Riley Gold, together with RRC, and Osisko have entered into an Investment Agreement and Royalty Agreements whereby Riley Gold has granted, where applicable, a direct NSR royalty interest on land owned by RRC and an overriding NSR royalty interest on land currently held under option or lease by RRC, that includes a 2.0% NSR royalty on PWC and a 0.5% NSR royalty on Tokop. RRC has also assigned to Osisko certain rights (currently held by RRC) to buy-back NSR royalties (ranging from 0.75% to 1.5%) from current landowners on specific claims within PWC. Additionally, Riley Gold has provided Osisko a right of first offer and a right of first refusal on the sale of royalties or streams on PWC and Tokop. In accordance with the Investment Agreement entered into by Osisko, RRC and Riley Gold, consideration of US$2.6 million was paid to Riley Gold on closing.

Proceeds from the Investment will be used for exploration and development activities and for general corporate purposes.

About Riley Gold Corp.

Riley Gold is an exploration and development company focused in Nevada, USA. The Company’s primary focus is on its two cornerstone assets: the Pipeline West/Clipper Project located in the Battle Mountain Eureka Trend (within the Cortez District) and the Tokop Gold Project located within the Walker Lane Trend. Riley Gold’s founders and leadership team have a proven track record of maximizing shareholder value during each phase of the mining life cycle: exploration, development, and production.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Todd HilditchChief Executive OfficerTel: (604) 443-3831

Neither the 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.

Cautionary statement regarding forward–looking information

Certain disclosures in this release constitute "forward-looking information" within the meaning of Canadian securities legislation (such statements being referred to as "forward-looking statements"). Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by words such as the following: expects, plans, anticipates, believes, intends, estimates, projects, assumes, potential and similar expressions. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements, including statements regarding the Company’s ability to continue its various workstreams including continued exploration at PWC and other exploration and development initiatives. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, variations in the nature, quality and quantity of any mineral deposits that may be located, the Company's inability to obtain any necessary permits, consents or authorizations required for its planned activities, and the Company's inability to raise the necessary capital or to be fully able to implement its business strategies. The reader is referred to the Company's public disclosure record which is available on SEDAR (www.sedar.com). Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except as required by securities laws and the policies of the TSX Venture Exchange, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.