Rise Gold Amends 8-K for Unregistered Equity Sales

TL;DR

**Rise Gold just updated its 8-K, likely clarifying how it's selling shares privately.**

AI Summary

Rise Gold Corp. filed an 8-K/A on February 7, 2024, amending a previous filing from February 6, 2024. This amendment is a routine update to their current report, primarily to correct or add information regarding unregistered sales of equity securities and other events. For investors, this matters because it provides updated transparency on how the company is raising capital, which can impact share dilution and future stock performance.

Why It Matters

This filing provides updated information on how Rise Gold Corp. is funding its operations, which can directly affect the value of existing shares through potential dilution.

Risk Assessment

Risk Level: low — This 8-K/A is an amendment to a previous filing, indicating a correction or update rather than a new, significant event, thus posing a low immediate risk.

Analyst Insight

A smart investor would review the original 8-K filing from February 6, 2024, and then compare it with this 8-K/A to understand the specific changes regarding unregistered equity sales, as this could impact share dilution and the company's capital structure.

Key Players & Entities

• Rise Gold Corp. (company) — the registrant filing the 8-K/A
• Nevada (location) — state of incorporation for Rise Gold Corp.
• Vancouver, British Columbia, Canada (location) — principal executive offices of Rise Gold Corp.
• February 6, 2024 (date) — date of the earliest event reported in the 8-K/A
• February 7, 2024 (date) — date the 8-K/A was filed

FAQ

Key Financial Figures

• $1,000,000 — f the fees billed by the Lender up to US$1,000,000. Amounts advanced will bear interest at
• $0.16 — on stock of the Company at a price of US$0.16 for a period of four years from the dat
• $100,000 — te of issuance. In addition, for each US$100,000 advanced under the Arrangement, the Com

Filing Documents

• form8ka.htm (8-K/A) — 15KB
• exhibit99-1.htm (EX-99.1) — 6KB
• exhibit99-1xu001.jpg (GRAPHIC) — 10KB
• 0001062993-24-002120.txt ( ) — 244KB
• ryes-20240206.xsd (EX-101.SCH) — 4KB
• ryes-20240206_cal.xml (EX-101.CAL) — 1KB
• ryes-20240206_def.xml (EX-101.DEF) — 22KB
• ryes-20240206_lab.xml (EX-101.LAB) — 45KB
• ryes-20240206_pre.xml (EX-101.PRE) — 24KB
• form8ka_htm.xml (XML) — 3KB

02 Unregistered Sales of Securities

Item 3.02 Unregistered Sales of Securities As described in Item 8.01 below, Rise Gold Corp. (the "Company") has issued to a lender 1,000,000 nontransferable share purchase warrants (each, a "Bonus Warrant") having the terms described in Item 8.01. The Company issued the Bonus Warrants and offered the underlying shares of common stock to the lender in a private transaction in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

01 Other Events

Item 8.01 Other Events On February 6, 2024, the Company announced that it has entered into a credit facility arrangement (the "Arrangement") with an arm's length lender (the "Lender") that also provides services to the Company. Pursuant to the Arrangement, each month the Lender will advance to the Company an amount equal to half of the fees billed by the Lender up to US$1,000,000. Amounts advanced will bear interest at a rate of 12% compounding annually and will be due four years from the date of the Arrangement. The Company may repay any amounts owing under the facility at any time without penalty. As consideration for making the credit facility available, the Company agreed to issue 1,000,000 nontransferable Bonus Warrants to the Lender. Each Bonus Warrant will be exercisable into one share of common stock of the Company at a price of US$0.16 for a period of four years from the date of issuance. In addition, for each US$100,000 advanced under the Arrangement, the Company has agreed to issue to the Lender 200,000 additional non-transferable warrants (each, an "Additional Warrant"). Each Additional Warrant will be exercisable into one share of common stock of the Company at any time within a four-year period from the date of issuance at a price equal to the market price of the shares of the Company as determined in accordance with the terms of the Arrangement. Additional information is provided in the news release, a copy of which is included as Exhibit 99.1.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibit No. Description 99.1 Press release dated February 6, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 6, 2024 RISE GOLD CORP. /s/ Joseph Mullin Joseph Mullin President and CEO

View Full Filing

View this 8-K/A filing on SEC EDGAR