Rye Patch Announces Receipt of Interim Order and Mailing of Meeting Materials for Arrangement With Alio Gold Inc.

VANCOUVER, April 25, 2018 /CNW/ - Rye Patch Gold Corp. ("Rye Patch" or the "Company") (TSX.V: RPM; OTCQX: RPMGF; FWB: 5TN) is pleased to announce that Rye Patch has been granted an interim order from the Supreme Court of British Columbia authorizing various matters, including the holding of a special meeting of Rye Patch shareholders to consider the previously announced arrangement (the "Arrangement") between Alio Gold Inc. ("Alio Gold") and Rye Patch and the mailing of an information circular (the "Circular").

As described in the Circular, Rye Patch will be seeking shareholder approval for the Arrangement under the Business Corporations Act (British Columbia) (the "Arrangement Resolution").  The special meeting of Rye Patch shareholders to consider the Arrangement Resolution will be held on Friday, May 18, 2018 at 10:00 am (Pacific time) at 19th Floor, 885 West Georgia Street, Vancouver, British Columbia. Rye Patch shareholders of record as of the close of business on April 6, 2018 are eligible to vote at the special meeting.

The Board of Directors of Rye Patch has unanimously recommended that Rye Patch shareholders vote FOR the Arrangement Resolution. In addition, each of the directors and officers of Rye Patch, who currently hold in the aggregate approximately 0.83% of the issued and outstanding Rye Patch shares have entered into a voting agreement with Alio Gold and have agreed to vote in favour of the Arrangement Resolution.

Under the terms of the Arrangement, Rye Patch shareholders will receive 0.48 of a common share of Alio Gold plus C$0.001 in cash per Rye Patch common share.

The Circular has been mailed to the shareholders of Rye Patch, and will also be available under the profile of Rye Patch on SEDAR at www.sedar.com.  It will also be available on the website of Rye Patch at www.ryepatchgold.com/investors/.

YOUR VOTE IS IMPORTANT ‐ PLEASE VOTE TODAY. Your vote is important regardless of the number of shares you own. Rye Patch shareholders are encouraged to read the Circular in detail.

Shareholders who have questions regarding the Arrangement or who require assistance with voting may contact Kingsdale Advisors, our proxy solicitation agent, by telephone at 1‑877‑659-1821 (toll free in North America), or at 416‑867‑2271 (collect outside of North America), or by email at [email protected].

About Rye Patch Gold Corp.
Rye Patch's assets are all located in Nevada, USA and include its 100%‐owned Florida Canyon Mine. The mine is a past producing, open pit, heap leach operation that was recently restarted and achieved commercial production in December 2017. Rye Patch also controls a sizeable, 18,000 hectare, land package along the Oreana Trend in Nevada with a 100% interest in Lincoln Hill, a PEA stage, open pit gold‐silver project and a 100% interest in Wilco, a gold‑silver project with an NI 43‐101 resource. Rye Patch also holds the Gold Ridge Panther Canyon and Garden Gate Pass exploration properties.

On behalf of the Board of Directors

'William Howald'

William C. (Bill) Howald, CEO & President

Cautionary Note Regarding Forward‐Looking Statements

This news release includes certain "forward‐looking information" under applicable Canadian securities laws. These forward‐looking statements or information relate to, among other things: the timing and receipt of required approvals for the Arrangement; the ability of Alio Gold and Rye Patch to satisfy the other conditions to, and to complete, the Arrangement; and the closing of the Arrangement.

In respect of the forward‐looking statements and information concerning the anticipated completion of the proposed Arrangement, the Company has provided them in reliance on certain assumptions that are believed to be reasonable at this time, including assumptions as to the ability of the Company and Alio Gold to receive the necessary shareholder, court, stock exchange, creditor and regulatory approvals; and the ability of the parties to satisfy the other conditions to the closing of the Arrangement. Accordingly, readers should not place undue reliance on the forward‐looking statements and information contained in this news release concerning the completion of the Arrangement.

These statements reflect the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward‐looking statements or information and Rye Patch has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: satisfaction or waiver of all applicable conditions to closing of the Arrangement including, without limitation, receipt of all necessary shareholder, court, stock exchange, creditor and regulatory approvals or consents and lack of material changes with respect to Alio Gold and Rye Patch and their respective businesses, all as more particularly set forth in the Arrangement Agreement.

Readers are cautioned against attributing undue certainty to forward‐looking statements or information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forward‐looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.

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.

SOURCE Rye Patch Gold

Rye Patch Gold Corp, [email protected], Tel.: [phone], Fax: [phone]

Related Links

http://www.ryepatchgold.com