8-K
Rise Gold Corp. (RYES)
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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):
February 17, 2023
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.) |
650-669 Howe Street
Vancouver, British Columbia, Canada
V6C 0B4
\(Address of principal executive offices\) \(ZIP Code\)
Registrant’s telephone number, including area code: (604) 260-4577
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 3.02 Unregistered Sales of Equity Securities
On February 17, 2023, Rise Gold Corp. (the "Corporation") completed the second and final tranche of the non-brokered private placement announced in its January 18 and 25, 2023 news releases (the "Financing"). The Corporation raised a total of US$3,000,000 in the Financing through the sale of 7,500,000 Units. The Corporation previously announced the first closing of the Financing on February 1, 2023, for a total of US$1,779,626 through the sale of 4,449,066 units.
In this final tranche, the Corporation raised a total of US$1,220,374 through the sale of 3,050,934 units (each a "Unit") at a price of US$0.40 per Unit (~CDN$0.55 per Unit), with each Unit comprising one share of common stock (a "Share") and one-half of one share purchase warrant. Each whole warrant (a "Warrant") entitles the holder to acquire one Share at an exercise price of US$0.60 until February 17, 2025. In connection with the Financing, the Corporation paid a total of ~US$1,420 in finder's fees and issued a total of 3,540 finder's warrants ("Finder's Warrants"), where each Finder's Warrant entitles the holder to acquire one Share at a price of US$0.60 until February 17, 2025.
The Corporation issued the Units and the Shares and Warrants comprising the Units 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 Corporation's reliance on Rule 903 was based on the fact that the securities were sold in offshore transactions, we did not engage in any directed selling efforts in the United States in connection with the 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. investor provided us with written representations regarding the investor's investment intent and status as an accredited investor and neither the Corporation nor anyone acting on the Corporation's behalf engaged in any general advertising or general solicitation.
The Corporation issued the Finder's Warrants 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 February 21, 2023 |
| 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: February 21, 2023
RISE GOLD CORP.
/s/ Benjamin Mossman Benjamin Mossman Chief Executive Officer
Rise Gold Corp.: Exhibit 99.1 - Filed by newsfilecorp.com
.
Rise Gold Closes US$3,000,000 Financing
February 21, 2023 - Grass Valley, California - Rise Gold Corp. (CSE: RISE, OTCQX: RYES) (the "Company" or "Rise Gold") announces that it has completed the second and final tranche of the non-brokered private placement announced in its January 18 and 25, 2023 news releases (the "Financing"). The Company raised a total of US$3,000,000 through the sale of 7,500,000 Units.
The Company previously announced the first closing of the Financing on February 1, 2023, for a total of US$1,779,626 through the sale of 4,449,066 units.
The Company has closed a second tranche of the Financing. In this tranche, the Company raised a total of US$1,220,374 through the sale of 3,050,934 units (each a "Unit") at a price of US$0.40 per Unit (~CDN$0.55 per Unit), with each Unit comprising one share of common stock (a "Share") and one-half of one share purchase warrant. Each whole warrant (a "Warrant") entitles the holder to acquire one Share at an exercise price of US$0.60 until February 17^th^, 2025. The Company paid a total of ~US$1,420 in finder's fees and issued a total of 3,540 finder's warrants, where each finder's warrant entitles the holder to acquire one Share at a price of US$0.60 until February 17, 2025.
A corporate entity owned by Michael Gentile subscribed for 462,000 Units of the Financing. Mr. Gentile has an extensive institutional money management background and is an active and strategic investor in the junior mining sector. Mr. Gentile owns significant stakes in over 20 small-cap exploration companies. As a result of the acquisition, Mr. Gentile beneficially owns ~5.3% of Rise Gold's issued and outstanding Shares.
Certain directors of Rise Gold, directly, through entities controlled by them, or through entities for which they exercise control or direction over investment decisions, purchased an aggregate of 917,936 Units for gross proceeds of US$367,174. The participation of each of these directors in the Financing constitutes a "related party transaction" under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Rise Gold is relying on exemptions from the formal valuation requirements of section 5.4 of MI 61-101 and minority shareholder approval requirements of section 5.6 of MI 61-101. As the fair market value of the related party's participation is not more than 25% of Rise Gold's market capitalization, the related party transactions are exempt from the formal valuation requirements pursuant to subsection 5.5(a) of MI 61-101 and from the minority approval requirements pursuant to subsection 5.7(1)(a) of MI 61-101. A material change report, as contemplated by the related party transaction requirements under MI 61-101, was not filed more than 21 days prior to closing as the extent of related party participation in the Financing was not known until shortly prior to the closing.
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All securities issued pursuant to the Financing are subject to statutory hold periods in accordance with applicable United States and Canadian securities laws. Under Canadian securities laws the securities are subject to a hold period expiring on June 18,^,^ 2023. Rise Gold will use the proceeds from the Financing for the advancement of the Idaho-Maryland Mine Project, debt repayment, and for general working capital.
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.
Closing of Debt Renegotiation
The Company announces that it has finalized a renegotiated debt agreement with Eridanus Capital LLC ("Eridanus") as previously announced in its January 27, 2023 news release. The Company has agreed to pay US$250,000 to Eridanus to reduce the outstanding loan and issue 575,000 share purchase warrants (the "Eridanus Warrants") to Eridanus. The maturity date of the loan has been extended by one year to September 4, 2024 and the interest rate has been reduced to 15% for a period of 12 months following the date of issuance of the Eridanus Warrants. Each Eridanus Warrant entitles the holder to acquire one share at an exercise price of US$0.60 for a period of two years from the date of issuance. The Eridanus Warrants and any shares acquired upon exercise of the Eridanus Warrants will be subject to statutory hold periods in accordance with applicable United States and Canadian 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:
Benjamin Mossman
President, CEO and Director
Rise Gold Corp.
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
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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 its 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, among other things, its ongoing business operations. These risks are related to a number of factors including, without limitation, obtaining all necessary regulatory 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. The Company undertakes no obligation to update forward-looking statements or information except as required by law.