Rise Gold Corp.: Exhibit 10.1 - Filed by newsfilecorp.com

EX-10.1 2 exhibit10-1.htm EXHIBIT 10.1 Rise Gold Corp.: Exhibit 10.1 - Filed by newsfilecorp.com

ADDENDUM NO. 1

The following terms and conditions are hereby incorporated in and made a part of the "Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate (Vacant Land)" ("Agreement") dated September 12, 2024, on property known as 12791 Brunswick Rd, Grass Valley, CA 95945 in which MRJD, LLC, or its assigns is referred to as Buyer and Rise Grass Valley, Inc. is referred to as Seller. Where the terms of this Addendum and the terms of the Agreement conflict, the terms of this Addendum shall in all instances prevail. Any defined term not otherwise defined herein shall have the meaning ascribed to such term in the Agreement.

1. Contingent Agreement: This Agreement shall not become valid or effective unless and until the parties sign a separate purchase agreement for the 16.04 acre property known as 12503 and 12625 Brunswick Road.

2. Additional Deposit: The additional deposit referenced in Section 4.2(b) of the Agreement, when made, shall be non-refundable to Buyer, but applicable to the Purchase Price.

3. Contingencies to Closing: Buyer contingency timeframes specified in Sections 9.1(b, c, d & e) of the Agreement shall commence upon Buyer's receipt of a Phase 1 Report from Seller prepared by Geocon.

4. Expected Closing Date: Escrow shall close on or before 180 days after Buyer's closing of the purchase of 12503 and 12625 Brunswick Road, referred to in Paragraph 1 above.

5. Rental During Escrow: The parties intend to execute a separate lease agreement allowing Buyer, as Tenant, to rent the Property prior to closing this purchase at terms to be agreed in a separate lease agreement ("Lease"). Completing this Lease within 30 days of execution of this Agreement shall be a contingency for both Buyer and Seller relative to this Agreement.

6. Liquidated Damages: The liquidated damages amount referenced in Section 21 of the Agreement consists of the deposit amounts referenced in Section 4.1 and 4.2(b) of the Agreement.

7. Buyback Provision: Seller shall have the option to buy back the Property at the Purchase Price plus 5% compounded and with the basis being adjusted for additional Capital Expenditure and improvements on the Property. This buyback provision shall expire 20 years from the closing date.

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8. Mining Activity: Buyer understands that the Seller is and has been engaged in mining activity, and Buyer shall not oppose the ongoing mining activities, including reinitiating ore extraction and processing at the Idaho Maryland Mine, and for any properties on which Seller or its affiliates have a real property interest. Seller is not transferring any mineral rights to Buyer. Buyer and Seller shall agree on any mutually agreeable easements to be memorialized at the Closing.

The foregoing terms and conditions are hereby agreed to, and the undersigned acknowledge receipt of a copy of this document.

Buyer	Date	9/27/2024 \| 9:13 AM PDT

Buyer	Date

Seller	Date	10/1/2024 \| 11:07 AM PDT

Seller	Date

NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ADEQUACY OF ANY PROVISION IN ANY SPECIFIC
TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF
YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL.

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ADDENDUM NO. 1

The following terms and conditions are hereby incorporated in and made a part of the "Standard Industrial/Commercial Land Lease - Gross" ("Agreement") dated September 12, 2024, on property known as 12503, 12625 and 12791 Brunswick Rd, Grass Valley, CA 95945 in which MRJD, LLC, or its assigns is referred to as Lessee and Rise Grass Valley, Inc. is referred to as Lessor. Where the terms of this Addendum and the terms of the Agreement conflict, the terms of this Addendum shall in all instances prevail. Any defined term not otherwise defined herein shall have the meaning ascribed to such term in the Agreement.

1. Term: This lease is subject to and shall commence only upon the full execution between the parties of the two purchase agreements for: 12503 and 12625 Brunswick Rd; and 12791 Brunswick Rd. Subject to the provisions of Section 2 below, this lease shall terminate upon close of escrow of 12791 Brunswick Road.

2. Base Rent: Monthly rent shall be $21,500 until such time as the Lessee's purchase of 12503 and 12625 Brunswick Road closes escrow, upon which the Base Rent shall decrease to $12,500/month for the remaining 50.01 acre parcel (12791 Brunswick Rd).

3. Insuring Party/Insurance: Lessor shall only be responsible for carrying liability insurance as described in Section 8.2(b) of the Lease. Lessee shall be responsible for any and all other insurance.

The foregoing terms and conditions are hereby agreed to, and the undersigned acknowledge receipt of a copy of this document.