Rise Gold Corp.: Form 8-K - Filed by newsfilecorp.com

false 2023-01-23 0001424864 Rise Gold Corp. 0001424864 2023-01-23 2023-01-23

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): January 23, 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 8.01 Other Events

On January 23, 2023, Rise Gold Corp. issued a news release announcing it has increased the size of the non-brokered private placement previously announced in its January 18th, 2023 news release from US$1,600,000 to US$2,500,000 through the issuance of up to 6,250,000 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 (the "Private Placement"). Each whole warrant (a "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.

Rise Gold will use the proceeds from the Private Placement for the advancement of its Idaho-Maryland Mine Project and 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 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.

Item 9.01 Financial Statements and Exhibits

Exhibit
No.
Description
   
99.1 Press release dated January 23, 2023
104 Cover Page Interactive Data File (embedded withing 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: January 23, 2023

RISE GOLD CORP.

/s/ Benjamin Mossman
Benjamin Mossman
President, CEO and Director