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
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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 non‐transferable 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.
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 non‐transferable 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.
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
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