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):
April 23, 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.) |
1250 – 625 Howe Street
Vancouver, British Columbia, Canada
V6C 2T6
\(Address of principal executive offices\) \(ZIP Code\)
Registrant’s telephone number, including area code: (604) 999-4136
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(c))
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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
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 8.01 Other Events
The Company issued the accompanying news release on April 23, 2025 to announce a proposed private offering of units that is anticipated to close in early May 2025.
Item 9.01 Financial Statements and Exhibits
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | Press release dated April 23, 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: April 23, 2025
RISE GOLD CORP.
/s/ Joseph Mullin
Joseph Mullin
President and CEO
Rise Gold Corp.: Exhibit 99.1 - Filed by newsfilecorp.com
Rise Gold Announces US$3,000,000 Financing
April 23, 2025 - Grass Valley, California - Rise Gold Corp. (CSE: RISE, OTCQB: RYES) (the "Company" or "Rise Gold") announces that it intends to raise up to US$3,000,000 through the issuance of up to 36,585,365 units (each a "Unit") at a price of US$0.082 per Unit (~CDN$0.11 per Unit), with each Unit comprising one share of common stock (a "Share") and one-half of one share purchase warrant (the "Private Placement"). Each whole warrant (a "Warrant") entitles the holder to acquire one Share at an exercise price of US$0.15 (~CDN$0.21) for a period of three
(3) years from the date of issuance.
Rise Gold will use the proceeds from the Private Placement for general working capital. All securities issued pursuant to the Offering will be subject to statutory hold periods in accordance with applicable United States and Canadian securities laws.
The Company anticipates a closing early May 2025.
The securities offered have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold absent registration or compliance with an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
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.
- 2 -
For further information, please contact:
RISE GOLD CORP.
Suite 215, 333 Crown Point Circle
Grass Valley, CA 95945
T: 530.433.0188
info@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. Examples of such forward-looking statements include, but are not limited to, statements with regard to the completion of the Private Placement and the timing thereof, and the intended use of proceeds of the Private Placement.
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 for the Private Placement, the ability of the Company to complete the Private Placement on the timing anticipated, the ability of the Company to utilize the proceeds of the Private Placement as anticipated, 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.