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Rise Gold Corp.
Date Filed : May 01, 2024
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| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Rise Gold Corp. [ RYES ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/29/2024 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/29/2024 | P | 180,000 | A | $0.095 | 318,888 | D | |||
| Common Stock | 04/29/2024 | P | 2,105,263 | A | $0.095 | 2,105,263 | I | By Eridanus Capital, LLC | ||
| Common Stock | 7,172,849 | I | By Myrmikan Gold Fund, LLC | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Options | $0.25 | 12/12/2023 | 12/12/2028 | Common Stock | 200,000 | 200,000 | D | ||||||||
| Options | $0.26 | 09/22/2023 | 09/22/2028 | Common Stock | 94,070 | 94,070 | D | ||||||||
| Warrants | $0.158 | 04/29/2024 | P | 90,000 | 04/29/2024(2) | 04/29/2027 | Common Stock | 90,000 | $0.00 | 90,000 | D | ||||
| Warrants | $0.6 | 02/17/2023(2) | 02/17/2025 | Common Stock | 115,000 | 115,000 | D | ||||||||
| Warrants | $1 | 11/01/2019(2) | 09/09/2024 | Common Stock | 374,000 | 374,000 | D | ||||||||
| Warrants | $0.158 | 04/29/2024 | P | 1,052,631 | 04/29/2024(4) | 04/29/2027 | Common Stock | 1,052,631 | $0.00 | 1,052,531 | I | By Eridanus Capital, LLC | |||
| Warrants | $0.158 | 04/09/2024(3) | 04/09/2027 | Common Stock | 1,350,000 | 1,350,000 | I | By Myrmikan Gold Fund, LLC | |||||||
| Warrants | $0.26 | 12/07/2023(3) | 12/07/2025 | Common Stock | 140,000 | 140,000 | I | By Myrmikan Gold Fund, LLC | |||||||
| Warrants | $0.26 | 11/07/2023(3) | 11/07/2025 | Common Stock | 750,000 | 750,000 | I | By Myrmikan Gold Fund, LLC | |||||||
| Warrants | $0.6 | 01/31/2023(3) | 01/31/2025 | Common Stock | 187,500 | 187,500 | I | By Myrmikan Gold Fund, LLC | |||||||
| Warrants | $1 | 07/31/2020(3) | 07/31/2024 | Common Stock | 173,334 | 173,334 | I | By Myrmikan Gold Fund, LLC | |||||||
| Warrants | $1(1) | 08/19/2019(3) | 08/19/2024 | Common Stock | 85,000 | 85,000 | I | By Myrmikan Gold Fund, LLC | |||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents a price in Canadian dollars. |
| 2. The holder and the issuer have entered into a warrant standstill agreement dated 4-9-24, as amended on April 29, 2024, pursuant to which the holder has agreed not to exercise these warrants. The agreement will remain in effect until terminated upon 61 days' written notice to the issuer from the holder. On that basis, the holder does not beneficially own the common shares underlying the warrants, as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. |
| 3. The holder and the issuer have entered into a warrant standstill agreement dated 4-9-24, pursuant to which the holder has agreed not to exercise these warrants. The agreement will remain in effect until terminated upon 61 days' written notice to the issuer from the holder. On that basis, the holder does not beneficially own the common shares underlying the warrants, as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. |
| 4. The holder and the issuer have entered into a warrant standstill agreement dated 4-29-24, pursuant to which the holder has agreed not to exercise these warrants. The agreement will remain in effect until terminated upon 61 days' written notice to the issuer from the holder. On that basis, the holder does not beneficially own the common shares underlying the warrants, as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. |
| Remarks: |
| As the Manager of Myrmikan Gold Fund, LLC, Myrmikan Capital, LLC shares beneficial ownership over all securities beneficially owned by Myrmikan Gold Fund, LLC. |
| /s/ Daniel Oliver | 05/01/2024 | |
| /s/ Daniel Oliver, as Manager of Myrmikan Capital, LLC, the Manager of Myrmikan Gold Fund, LLC | 05/01/2024 | |
| /s/ Daniel Oliver, Manager of Myrmikan Capital, LLC | 05/01/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||