UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
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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