Rise Gold Corp. — Capital/Financing Update 2024

Apr 3, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 3, 2024

RISE GOLD CORP.

(Exact name of registrant as specified in its charter)

Nevada 000-53848 30-0692325 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)

650-669 Howe Street

Vancouver, British Columbia, Canada V6C 0B4

(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (604) 260-4577

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbols Name of each exchange on which registered N/A N/A N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

On April 3, 2024, Rise Gold Corp. announced the intention to raise up to US$500,000 through the issuance of up to 5,263,158 units (each a " Unit ") at a price of US$0.095 per Unit (~CDN$0.128 per Unit), with each Unit comprising one share of common stock (a " Share ") and one-half of one share purchase warrant (the " Private Placement "). Each whole warrant (a " Warrant ") entitles the holder to acquire one Share at an exercise price of US$0.158 for a period of three (3) years from the date of issuance. The Company may pay finder's fees to eligible persons in accordance with applicable securities laws and regulatory policies.

Rise Gold will use the proceeds from the Private Placement for general working capital. All securities issued pursuant to the Private Placement will be subject to statutory hold periods in accordance with applicable United States and Canadian securities laws.

The securities offered have not been registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), or any state securities laws and may not be offered or sold absent registration or compliance with an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

Additional information is provided in the news release, a copy of which is included as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

ExhibitNo.	Description
99.1	Press release dated April 3	, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Date: April 3, 2024

RISE GOLD CORP.

/s/ Joseph Mullin Joseph Mullin President and CEO

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Rise Gold Announces US$500,000 Financing

April 3, 2024 - Grass Valley, California - Rise Gold Corp. (CSE: RISE, OTCQX: RYES) (the " Company ") announces that it intends to raise up to US$500,000 through the issuance of up to 5,263,158 units (each a " Unit ") at a price of US$0.095 per Unit (~CDN$0.128 per Unit), with each Unit comprising one share of common stock (a " Share ") and one-half of one share purchase warrant (the " Private Placement "). Each whole warrant (a " Warrant ") entitles the holder to acquire one Share at an exercise price of US$0.158 (~CDN$0.21) for a period of three (3) years from the date of issuance. The Company may pay finder's fees to eligible persons in accordance with applicable securities laws and regulatory policies.

Rise Gold will use the proceeds from the Private Placement for general working capital. All securities issued pursuant to the Offering will be subject to statutory hold periods in accordance with applicable United States and Canadian securities laws.

Certain directors and/or officers of the Company, directly, through entities controlled by them, or through entities for which they exercise control or direction over investment decisions, may participate in the Private Placement. The participation of each of such insiders in the Private Placement would constitute a "related party transaction" under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Company will be relying on exemptions from the formal valuation requirements of section 5.4 of MI 61-101 and minority shareholder approval requirements of section 5.6 of MI 61-101. As the fair market value of the related party's participation is not more than 25% of the Company's market capitalization, the related party transactions are exempt from the formal valuation requirements pursuant to subsection 5.5(a) of MI 61-101 and from the minority approval requirements pursuant to subsection 5.7(1)(a) of MI 61-101. It is anticipated that some or all of the funds received from certain directors will be used to pay accrued and unpaid debt owed by the Corporation to the respective director, such debts totalling, in aggregate, approximately US$100,000.

The Company anticipates a first closing in early April 2024.

The securities offered have not been registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), or any state securities laws and may not be offered or sold absent registration or compliance with an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

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About Rise Gold Corp.

Rise Gold is an exploration-stage mining company incorporated in Nevada, USA. The Company's principal asset is the historic past-producing Idaho-Maryland Gold Mine located in Nevada County, California, USA.

On behalf of the Board of Directors:

Joseph Mullin President and CEO Rise Gold Corp.

For further information, please contact:

RISE GOLD CORP.

Suite 215, 333 Crown Point Circle Grass Valley, CA 95945 T: 530.433.0188 info@risegoldcorp.com www.risegoldcorp.com

The CSE has not reviewed, approved or disapproved the contents of this news release.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words or statements that certain events or conditions "may" or "will" occur.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks, uncertainties and assumptions related to certain factors including, without limitation, obtaining all necessary approvals, meeting expenditure and financing requirements, compliance with environmental regulations, title matters, operating hazards, metal prices, political and economic factors, competitive factors, general economic conditions, relationships with vendors and strategic partners, governmental regulation and supervision, seasonality, technological change, industry practices, and one-time events that may cause actual results, performance or developments to differ materially from those contained in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements and information contained in this release. Rise undertakes no obligation to update forward-looking statements or information except as required by law.