8-K
Rise Gold Corp. (RYES)
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):
November 20, 2025
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.) |
345 Crown Point Circle, Suite 600
Grass Valley, California, United States
95945
\(Address of principal executive offices\) \(ZIP Code\)
Registrant’s telephone number, including area code: (917) 349-0060
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)
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 3.02 Unregistered Sales of Securities.
On November 20, 2025, Rise Gold Corp. ("Rise Gold" or the "Company") granted a total of 2,660,000 stock options to directors, officers and consultants of the Company pursuant to the terms of the Company's Long-Term Incentive Plan. The stock options are fully vested and are exercisable at a price of $0.18 per share until November 20, 2030.
The Company granted the stock options and offered the underlying shares of common stock in reliance on the private offering exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a), (b) and (c) On November 20, 2025, David Watkinson was appointed to serve as a Director of the Company and to serve as our President and Chief Executive Officer and as the Chief Executive Officer of our wholly owned subsidiary, Rise Grass Valley Inc. ("Rise Grass Valley"), thereby filling the vacancies created when Joseph Mullin resigned from each of those positions on the same date so he could pursue a new opportunity. Additional details about these changes are provided in the Company's news release dated November 20, 2025, a copy of which is filed herewith as Exhibit 99.1. Mr. Mullin did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.
David Watkinson, has forty years of professional engineering experience in underground and open pit mine development and has held senior positions with Placer Dome Inc., Kinross Gold Corporation, Thyssen Mining Construction of Canada, and Vulcan Materials Company. Since 2006, he has served in various roles including President, CEO and a director of Emergent Metals Corp., formerly known as Emgold Mining Corporation, which controlled Rise Gold's wholly owned Idaho-Maryland mine for approximately 25 years prior to Rise Gold's acquisition of the property. Mr. Watkinson also serves as the President, CEO and a director of Ameriwest Critical Metals Inc. Mr. Watkinson holds a B.Sc. in Applied Science, Mining Engineering, from Queen's University in Kingston, Ontario (1985) and is a Registered Professional Engineer in the Province of Ontario.
The Company has entered into an employment agreement with Mr. Watkinson dated November 20, 2025 (the "Agreement"), pursuant to which Mr. Watkinson is to receive base remuneration of $11,000 per month, subject to periodic increases at the discretion of the Board of Directors. Mr. Watkinson will also receive a $1,500 per month vehicle allowance and $1,000 per month family medical allowance. The Agreement also provided for the grant to Mr. Watkinson of the 1,000,000 stock options described in paragraph (e) below and in Item 3.02 above and provides for future quarterly grants to Mr. Watkinson of fully vested restricted stock units ("RSUs"), beginning with 250,000 RSUs on January 1, 2026 and 62,500 RSUs each quarter thereafter through October 1, 2027.
There are no family relationships among the Company's directors, executive officers or persons chosen to become directors or executive officers.
(e) The disclosure provided in Item 3.02 above is incorporated in this Item 5.02(e) by reference. Of the total 2,660,000 stock options granted by the Company on November 20, 2025, the Company granted 1,000,000 stock options to David Watkinson, our President and Chief Executive Officer, and 70,000 to Mihai Draguleasa, our Chief Financial Officer.
Item 8.01 Other Events.
On November 4, 2025, the Company issued a news release announcing it has commenced a review of historical data indicating that the Company's wholly owned Idaho-Maryland mine (the "I-M Mine") may contain significant amounts of tungsten, a metal listed in the U.S. Department of Energy's 2023 DOE Critical Metals List. Additional details are provided in the news release, a copy of which is filed herewith as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | News release dated November 20, 2025 |
| 99.2 | News release dated November 4, 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: November 24, 2025
RISE GOLD CORP.
/s/ David Watkinson David Watkinson President and CEO
Rise Gold Corp.: Exhibit 99.1 - Filed by newsfilecorp.com
.
Rise Gold Appoints David Watkinson as President and CEO
November 20, 2025 - Grass Valley, California - Rise Gold Corp. (CSE: RISE, OTCQB: RYES) (the "Company" or "Rise Gold") is pleased to report that Mr. David Watkinson has been appointed as President and CEO of Rise Gold and President of the Company's wholly owned operating subsidiary, Rise Grass Valley Inc. Mr. Watkinson has also been appointed as a Director of the Company. In addition, Rise Gold announces the results of its Annual General Meeting held on November 19, 2025. All resolutions were passed, including the re-appointment of Davidson & Company LLP, Chartered Professional Accountants, as auditor until the next annual meeting, and approval of the Corporation's long-term incentive plan. Daniel Oliver was appointed Chairman of the Board.
Mr. Watkinson brings forty years of professional engineering experience in underground and open pit mine development and has held senior positions with Placer Dome Inc., Kinross Gold Corporation, Thyssen Mining Construction of Canada, and Vulcan Materials Company. He was also the President and CEO of Emgold Mining Corporation, which controlled Rise's wholly-owned Idaho-Maryland mine (the "I-M Mine") for approximately 25 years preceding Rise's purchase of the property.
Dan Oliver, Chairman of the Board of Rise Gold, commented: "Mr. Watkinson brings decades of technical knowledge about the I-M Mine and has kept an office in Nevada County (the "County") for approximately 20 years, making him known and respected in the local community. The board of directors is confident that Watkinson's leadership will help unlock the value of the I-M Mine."
The I-M Mine operated nearly-continuously from 1862 to 1957, producing an estimated 2.4 million ounces of gold at an average mill head grade of 0.50 ounces per ton (17.1 grams per tonne). From December 1955 through 1957, the mine produced tungsten with financial support from the Department of Defense. In 2024, the Company filed a writ of mandamus against Nevada County after County's supervisors failed to recognize Rise's constitutionally-protected vested right to operate the I-M Mine. The Company expects a verdict on the writ in the first quarter of 2026.
The Company further reports that Mr. Joe Mullin has resigned from the Board of Directors and as President and Chief Executive Officer, effective November 20, 2025, in order to pursue a new opportunity. Oliver commented: "Mr. Mullin joined the Company at a particularly challenging time, as the County was denying approval of the County's own 40,000-page Environmental Impact Report that reported only three significant impacts from the I-M Mining project: temporary construction noise, traffic at a single interaction already operating above capacity, and visual changes at the project site. He leaves the Company with a full treasury and a legal team committed to resisting the County's attempts to convert Rise's property for public use without compensation. The board of directors extends their appreciation to Joe for his efforts and wishes him success in his future endeavours."
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The Company also announces that it has granted a total of 2,660,000 stock options to directors, officers, and consultants of the Company pursuant to the terms of the Company's Long Term Incentive Plan dated October 17, 2025. The stock options are exercisable at a price of US$0.18 per share until November 20, 2030.
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:
Daniel Oliver Jr.
Chairman
Rise Gold Corp.
For further information, please contact:
RISE GOLD CORP.
345 Crown Point Circle, Suite 600
Grass Valley, CA 95945
T: 530.433.0188
dwatkinson@risegoldcorp.com
www.risegoldcorp.com
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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 Gold undertakes no obligation to update forward-looking statements or information except as required by law.
Rise Gold Corp.: Exhibit 99.2 - Filed by newsfilecorp.com
.
Rise Gold Commences Review of its Tungsten Exploration Targets
At the Idaho-Maryland Mine, CA
November 4, 2025 - Grass Valley, California - Rise Gold Corp. (CSE: RISE, OTCQB: RYES) (the "Company") announces it has commenced a review of historical data indicating that the Company's wholly-owned Idaho-Maryland mine (the "I-M Mine") may contain significant amounts of tungsten, a metal listed in the U.S. Department of Energy's 2023 DOE Critical Metals List.
The I-M Mine operated nearly-continuously from 1862 to 1957, producing an estimated 2.4 million ounces of gold at an average mill head grade of 0.50 ounces per ton (17.1 grams per tonne). By the early 1940s, the I-M Mine was the second-largest gold producer in the United States. Following World War II, the Bretton Woods monetary agreement fixed the gold price at $35/oz while inflation sent production costs higher, making gold mining unprofitable.
In 1954, the operator of the I-M Mine began exploring for tungsten under a program sponsored by the U.S. Department of Defense. Sufficient tungsten was discovered such that the company modified one of its mills to extract tungsten from the calcium tungstate mineral, scheelite, to produce a tungsten trioxide concentrate. By December 1955, all mining and milling of gold was discontinued, and operations focused solely on the production of tungsten. A report that year noted that the tungsten-rich veins continued at depth and recommended "an intensification of tungsten prospecting and research which should greatly prolong the tungsten producing period."^1^
In 1957, the price of tungsten fell by more than half, Congress discontinued the defense minerals program, the operator of the I-M Mine lacked the capital to continue development of the tungsten resources, and operations at the mine were suspended. The company sold equipment and various non-core surface parcels to pay down debt in order to preserve its ownership of the mineral estate. The mineral estate and the core surface properties were held intact by various successive owners and was acquired by Rise in 2017.
The Energy Act of 2020 began a process to define critical minerals important to the United States. The 2023 DOE Critical Metals List includes tungsten, a necessary component in a wide array of defense applications, including but not limited to the production of ammunition, armored equipment, and artillery. The United States has not had a domestic supply of tungsten since 2015. China currently produces 84% of the global tungsten supply and in February 2025 announced restrictions on tungsten exports.
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Joe Mullin, CEO of Rise Gold, commented: "The mining property's long association with tungsten, described in local newspaper articles since 1912, is the reason the U.S. Defense Department selected the I-M Mine for tungsten exploration and development following the Korean War. Rise Gold's mining property includes the historic Brunswick and Union Hill mines, where tungsten deposits were identified and exploited. Exploration and mineral development occurred in the Brunswick 19, 45, and 46 veins. A 1955 report^2^ to the Bureau of Mines indicated 3,086 short tons of tungsten ore were mined at an average mill grade of 1.30% WO3 and a 1956 report indicates 5,898^3^ short tons of tungsten ore were mined at an average mill grade of 0.83% W03. Concentrates were produced in excess of 70% WO3."
Mullin continued: "Tungsten was already classified as a critical mineral by the federal government, and a March 2025 executive order expanded the list to include gold, making the I-M Mine an ideal project for federal sponsorship as the United State reshores its critical defense industries."
The Company has retained the services of David Watkinson, P.Eng. and Robert Pease, C.P.G. to perform an initial review of the historic materials relating to tungsten and to generate work recommendations, which may include re-assaying existing drill cores and pulps. Watkinson was the President and CEO and Pease was the Chief Geologist for Emgold Mining Corporation, which controlled the I-M Mine for the approximately 25 years preceding's Rise's purchase of the property.
Qualified Person
All scientific and technical information disclosed in this new release was reviewed and approved by David Watkinson, P.Eng., a consultant to Rise Gold and an independent qualified person under National Instrument 43-101
Footnotes
Beechel, G.R., Geologic Report on the Tungsten Exploration of the Brunswick Mine, October 14, 1955
Report to United States Department of Interior, Bureau of Mines, Tungsten Ore in Concentrate, 1955
Report to United States Department of Interior, Bureau of Mines, Tungsten Ore in Concentrate, 1955
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.
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For further information, please contact:
RISE GOLD CORP.
345 Crown Point Circle, Suite 600
Grass Valley, CA 95945
T: 917.349.0060
jmullin@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.