UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On May 8, 2025 the Company renegotiated its debt agreement with Eridanus Capital LLC ("Eridanus"), the terms of which the Company had originally announced in its September 3, 2019 news release and had previously renegotiated as described in the Company's February 21, 2023 news release. Eridanus is an affiliate of Myrmikan Capital, LLC, which operates in the gold and silver junior mining sector. Eridanus has agreed to extend the maturity date of the loan to September 4, 2027 and to reduce the interest rate to 15% for the duration of the debt facility. The original terms of and the previous revisions to the debt facility were disclosed in Form 8-K reports filed by the Company on September 4, 2019 and February 21, 2023, respectively.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The disclosure provided under Item 1.01 above is incorporated by reference in this Item 2.03.
Item 3.02 Unregistered Sales of Securities
On May 9, 2025 Rise Gold Corp. (the "Company") closed the non-brokered private placement of units ("Units") previously announced in the Company's April 23, 2025 news release. The Company raised a total of US$3,000,000 through the sale of 36,585,361 units (each a "Unit") at a price of US$0.082 per Unit. Each Unit consists of one share of common stock (a "Share") and one half of a common share purchase warrant (each whole warrant a "Warrant"). Each Warrant entitles the holder to purchase an additional Share of the Company (each a "Warrant Share") at an exercise price of US$0.15 until May 8, 2028.
The Company paid finder's fees of US$3,000 and issued a total of 36,585 finder's warrants ("Finder's Warrants"), with each Finder's Warrant entitling the holder to acquire one Share (each a "Finder's Warrant Share") at a price of US$0.15 until May 8, 2028.
Certain directors and officers of the Company, directly, or through entities for which they exercise control or direction over investment decisions, purchased an aggregate of 7,465,796 Units for gross proceeds of US$612,195.
The Company issued the Units and the Shares and Warrants comprising the Units and offered the Warrant Shares in reliance on Rule 903 of Regulation S ("Regulation S") under the Securities Act of 1933, as amended (the "Securities Act") for offers and sales outside of the United States and Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder for offers and sales in the United States and to U.S. persons. The Company's reliance on Rule 903 was based on the fact that the securities were sold in offshore transactions, neither the Company nor anyone acting on its behalf engaged in any directed selling efforts in the United States in connection with the offer and sale of the securities, and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any U.S. person. Reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that each U.S. purchaser provided us with written representations regarding the purchaser's investment intent and status as an accredited investor and neither the Company nor anyone acting on its behalf engaged in any general advertising or general solicitation.
The Company issued the Finder's Warrants and offered the Finder's Warrant Shares in reliance on the private offering exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. |
Description |
| 99.1 | Press release dated May 9, 2025 |
| 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: May 9, 2025
RISE GOLD CORP.
/s/ Joseph Mullin
Joseph Mullin
President and CEO