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Rhyolite Resources Ltd. Announces Additional Prospectus Exemption for Brokered Private Placement

Vancouver, British Columbia--(Newsfile Corp. - February 16, 2017) - Rhyolite Resources Ltd. (TSXV: RYE) ("Rhyolite" or the "Company") — Further to its news release of January 24, 2017 (the "Prior Press Release"), the Company further reports that a portion or all of the Offering (as defined below) may be completed pursuant to Multilateral CSA Notice 45-318 — Prospectus Exemption for Certain Distributions through an Investment Dealer ("CSA 45-318") and the corresponding instruments, orders and rules implementing CSA 45-318 in the participating jurisdictions in respect thereof (collectively with CSA 45-318, the "Investment Dealer Exemption").

As described in the Prior Press Release, the Corporation intends to conduct a brokered private placement through Leede Jones Gable Inc. of a minimum of 10,000,000 units ("Unit") up to a maximum of 16,000,000 Units at a price of $0.10 per Unit for gross proceeds of between $1 million and $1.6 million (the "Offering"). Each Unit will be comprised of one (1) common share of Rhyolite and one-half (1/2) share purchase warrant of Rhyolite ("Warrant"). Each Warrant shall entitle the holder thereof to acquire one additional common share of Rhyolite at an exercise price of $0.15 per share at any time on or before the date which is 24 months after the closing date of the Offering.

The principal use of the proceeds of the Offering will be for general corporate purposes and future working capital.

The Company intends to use the proceeds of the Offering as follows:

  • Up to $500,000 for the evaluation of potential acquisition targets and project investigations; and
  • With the remaining $500,000 up to a maximum of $1.1 million for general corporate purposes and future working capital.

In addition to the Investment Dealer Exemption, the Company plans to conduct the Offering in reliance on other available exemptions from the prospectus requirements of applicable securities legislation, including sales to accredited investors and close personal friends and business associates of directors and officers of the Company.

All securities issued in connection with the Offering will be subject to statutory hold periods in accordance with applicable Canadian securities laws for a minimum of four months and one day.

For more information concerning the Company, please refer to the Company's profile on the SEDAR website at www.sedar.com. As at the date hereof, there is no material fact or material change in respect of the Company that has not been generally disclosed.

ON BEHALF OF THE BOARD OF DIRECTORS OF
RHYOLITE RESOURCES LTD.

"Richard Graham"
Director, President and CEO

For further information please contact:

Richard Graham, P.Geol.
Telephone: 604-689-1428

Cautionary Statement for Forward Looking Information

Certain information set forth in this press release contains forward-looking statements. The use of any of the words "intend", "may", "will", "expect", and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current beliefs or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this press release contains forward-looking information with respect to the Offering; the Warrants; the Investment Dealer Exemption; statutory hold periods; the principal uses of the proceeds of the Offering; and the anticipated closing of the Offering. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. The material facts and assumptions upon which the information set forth in this press release is based include obtaining all necessary regulatory approvals in respect of the proposed Offering; the availability of certain prospectus exemptions in respect of the Offering; and the intended use of proceeds remaining in the best interests of the Company. The anticipated use of proceeds assumes that the Offering will occur as contemplated and assumes the existence of certain other conditions with respect to the capital expenditure program of the Company, general economic conditions, industry conditions, currency fluctuations and commodity prices. In each case, the risk factors that could cause actual results to vary from results expressed or implied by the forward looking statements contained in this press release are primarily beyond the Company's control and include the risk that the Offering will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities) as well as risks related to general economic conditions, industry conditions, currency fluctuations, volatility of commodity prices, exploration risk, escalation of operating and capital costs, the ability to access sufficient capital from internal and external sources and competition from other industry participants for, among other things, capital, services and acquisitions of new properties. These forward-looking statements may prove to be incorrect and undue reliance should not be placed on them. These forward-looking statements are made as of the date hereof and unless otherwise required by applicable law, the Company does not intend and does not assume any obligation to update or revise such forward-looking statements, whether as a result of new information, future events or otherwise.

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.

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