UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement
Rise Gold Corp. (the "Company" or "Rise") contracted to sell 66 acres of industrial land located adjacent to the Company's Idaho-Maryland Mine Property (the "I-M Mine") for $4.3 million on October 1, 2024. The sale transaction is subject to two sale agreements with the same, arm's length third party, MRJD LLC, or its assigns (the "Purchaser"). The Purchaser has not had any previous relationship with the Company or with the Company's properties.
The first agreement, dated October 1, 2024, which covers 16 acres of land for a total consideration of $1.8 million, closed on November 27, 2024, with the payment of half the sale price, minus certain deductions. The balance of the purchase price is due on November 27, 2026. The Purchaser will pay monthly interest at an annual rate of 5% per year on the balance of the purchase price until it is paid in full.
The second sale agreement, dated September 30, 2024 and with an effective date of October 1, 2024, covers 50 acres of land for a total sale price of $2.5 million and is expected to close on May 26, 2025, at which point half of the sale price will be due, with the other half due on May 26, 2027. The Purchaser has placed $200,000 in escrow and will pay $12,500 per month in rent until the closing, with the rent payments to be applied against the purchase price. Commencing on the closing date, the Purchaser will pay monthly interest at an annual rate of 5% per year on the balance of the purchase price until it is paid in full.
The Purchaser will use the land for commercial activities permitted under the current zoning, including parking of trucks and equipment and other operations related to utility vegetation management. Rise and the Purchaser have agreed to an option agreement giving the Company the right to repurchase within 20 years from the closing date the 66 acres of land being sold for the sale price plus the cost of any capital improvements plus an increase of five percent per year on the condition that Rise acquires final government approvals to perform mining operations at the I-M Mine Property. The sale of the 66 acres of land does not include a transfer of mineral rights to the Purchaser and mining activities at the I-M mine can continue. Copies of the sale agreements are included as exhibits to Amendment No. 1 to the Company's Form 10-Q report for the fiscal quarter ended October 31, 2024 filed on April 17, 2025.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press release dated November 27, 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 17, 2025
RISE GOLD CORP.
/s/ Joseph E. Mullin III
Joseph Mullin
Chief Executive Officer