Rise Gold Corp. Files S-1 with SEC

TL;DR

Rise Gold Corp. just filed an S-1, looks like they're gearing up for something big in the public markets.

AI Summary

Rise Gold Corp. filed an S-1 registration statement with the SEC on July 5, 2024. The company, incorporated in Nevada and headquartered in Vancouver, BC, is involved in the metal mining industry. This filing indicates a step towards a public offering or other securities-related event, though specific details on the offering size or terms are not yet provided in this initial document.

Why It Matters

This S-1 filing signals Rise Gold Corp.'s intent to engage with public markets, potentially leading to new investment opportunities or changes in the company's capital structure.

Risk Assessment

Risk Level: medium — As a mining company filing an S-1, there are inherent risks associated with exploration, development, and market volatility, which are typical for this industry.

Key Numbers

• 333-280712 — SEC File Number (Identifies the specific SEC filing)
• 20240705 — Filing Date (Date the S-1 was filed with the SEC)

Key Players & Entities

• Rise Gold Corp. (company) — Registrant
• SEC (company) — Filing recipient
• Nevada (jurisdiction) — State of incorporation
• Vancouver, BC (location) — Principal executive offices
• 1933 Act (legal_document) — Securities Act under which registration is filed
• Nevada Business Center, LLC (company) — Agent for service of process

FAQ

Key Financial Figures

• $0.26 — and exercisable at a price per Share of $0.26; 1,647,214 Shares issuable upon exerci
• $0.25 — and exercisable at a price per Share of $0.25; 1,000,000 Shares issuable upon exerci
• $0.16 — and exercisable at a price per Share of $0.16; 2,873,170 Shares issuable upon exerci
• $0.158 — and exercisable at a price per Share of $0.158; 2,149,212 Shares issuable upon exerci
• $0.17 — and exercisable at a price per Share of $0.17. The Shares, warrants and options held
• $0.001 — of our common stock with a par value of $0.001; " CSE " means the Canadian Securities
• $3,660,382 — during each of the following periods: $3,660,382 for the year ended July 31, 2023; and
• $3,464,127 — for the year ended July 31, 2023; and $3,464,127 for the year ended July 31, 2022. We e

Filing Documents

• forms1.htm (S-1) — 287KB
• exhibit5-1.htm (EX-5.1) — 13KB
• exhibit23-1.htm (EX-23.1) — 2KB
• exhibitfilingfees.htm (EX-FILING FEES) — 32KB
• exhibit5-1x001.jpg (GRAPHIC) — 4KB
• exhibit5-1xu001.jpg (GRAPHIC) — 4KB
• exhibit23-1xu001.jpg (GRAPHIC) — 9KB
• exhibit23-1xu002.jpg (GRAPHIC) — 10KB
• forms1x001.jpg (GRAPHIC) — 9KB
• 0001062993-24-013464.txt ( ) — 384KB

RISK FACTORS

RISK FACTORS 7 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 19

USE OF PROCEEDS

USE OF PROCEEDS 20 SELLING STOCKHOLDERS 20 PLAN OF DISTRIBUTION 25

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 27 RECENT UPDATES 28 LEGAL MATTERS 28 INTERESTS OF EXPERTS 29 WHERE YOU CAN FIND MORE INFORMATION 29 INFORMATION INCORPORATED BY REFERENCE 29 2 GLOSSARY OF TERMS " April 2024 Tranche #1 Warrants " means common stock purchase warrants issued on April 9, 2024, exercisable at a price of $0.158 per share until April 9, 2027; " April 2024 Tranche #2 Warrants " means common stock purchase warrants issued on April 29, 2024, exercisable at a price of $0.158 per share until April 29, 2027; " Common Stock " means the issued and unissued shares of our common stock with a par value of $0.001; " CSE " means the Canadian Securities Exchange; "December 2023 Stock Options " means incentive stock options granted on December 12, 2023 and exercisable at a price per Share of $0.25 until December 12, 2028; " December 2023 Warrants " means common stock purchase warrants issued on December 7, 2023, exercisable at a price of $0.26 per share until December 7, 2025; " Exchange Act " means the Securities Exchange Act of 1934, as amended; " February 2024 Warrants " means common stock purchase warrants issued on February 5, 2024, exercisable at a price of $0.16 per share until February 5, 2028; " I-M Mine Property " means the Idaho-Maryland Mine Property comprising approximately 93 acres (38 hectares) surface land and approximately 2,800 acres (1,133 hectares) mineral rights located near Grass Valley of Nevada County in northern California, USA; " I-M Mine Project " means Rise's gold project located on the I-M Mine Property; "May 2024 Stock Options " means incentive stock options granted on May 1, 2024 and exercisable at a price per Share of $0.17 until May 1, 2029; " November 2023 Warrants " means common stock purchase warrants issued on November 7, 2023, exercisable at a price of $0.26 per share until November 7, 2025; and "September 2023 Stock Options " means incentive stock options granted on September 22, 2023 and exercisable at

Use of Proceeds

Use of Proceeds We will not receive any proceeds from the sale of the Shares by selling stockholders covered by this prospectus. Common Stock Outstanding as of July 5, 2024 55,785,106 shares of Common Stock. Trading Symbols Our Common Stock is listed on the CSE under the symbol "RISE" and quoted on the OTCQX under the symbol "RYES".

Risk Factors

Risk Factors Investing in our securities involves a high degree of risk. See "Risk Factors". 6

RISK FACTORS

RISK FACTORS Investing in the Shares involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information contained and incorporated by reference in this prospectus, before deciding to invest in the Shares. If any of the following risks materialize, our business, financial condition, results of operations, and future prospects will likely be materially and adversely affected. In that event, the market price of the Shares could decline and you could lose all or part of your investment. Risks Related to Our Company Increased levels of volatility or a rapid destabilization of global economic conditions could have a material adverse effect on our operations and financial condition. In recent years, global financial conditions have been characterized by increased volatility which has impacted many industries, including the mining industry. Global financial conditions are subject to sudden and rapid destabilization in response to current and future events, as governmental authorities may have limited resources to respond to such events. Global capital markets continue to experience increased volatility in response to global events such as the significant increase in the rate of inflation in recent years, and the effects of certain countermeasures taken by central banks including increased interest rates. Future economic crises may be precipitated by any number of causes, including natural disasters, epidemics (such as the COVID-19 virus pandemic), geopolitical instability and war (such as the Russian invasion of Ukraine and the Israel-Palestine conflict), the failure of financial institutions, terrorism, material changes in the price of oil, the volatility of metal prices, and the volatility of global financial markets. Continued increased levels of volatility or a sudden or rapid destabilization of global economic conditions could negatively impact our ability to obtain equity or deb

View Full Filing

View this S-1 filing on SEC EDGAR