UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
|
|
|
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
(Address of principal executive offices) (ZIP Code)
Registrant’s telephone number, including area code: (
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:
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 1.01 Entry into a Material Definitive Agreement
As announced on September 3, 2019, Rise Gold Corp. (the "Company"), through its wholly owned subsidiary Rise Grass Valley, had entered into a loan agreement to borrow US$1 million of secured debt financing from Eridanus Capital, LLC (the "Lender" or "Eridanus").
On August 30, 2024, the Company announced an amendment to the loan agreement with the Lender. The Lender has agreed to extend the maturity date of the loan by one year to September 4, 2025, and the interest rate has been reduced to 15% for a period of 12 months commencing September 4, 2024. The Company has agreed to issue 1,700,000 share purchase warrants ("Warrants") to the Lender, 340,000 of which Eridanus has directed be issued to Daniel Oliver, Jr., a member of Eridanus, and a director of the Company. Each Warrant entitles the holder to acquire one share of common stock at an exercise price of US$0.115 for a period of four years from the date of issuance. The original terms of the loan were disclosed in a current report on Form 8-K filed by the Company on September 4, 2019.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The disclosure provided under Item 1.01 above is incorporated by reference in this Item 2.03.
Item 3.02 Unregistered Sales of Securities
As consideration for extending the Loan described above under Item 1.01, the Company agreed to issue 1,700,000 Warrants to Eridanus, 340,000 of which Eridanus has directed be issued to Daniel Oliver, Jr., a member of Eridanus, and a director of the Company. The disclosure provided under Item 1.01 above is incorporated by reference in this Item 3.02. The Company will issue the Warrants and offer 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.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release dated September 10, 2024 | |
| 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: September 11, 2024
RISE GOLD CORP.
/s/ Joseph Mullin
Joseph Mullin
President and CEO