Rise Form 10-KA

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, Par Value $0.001 per share

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934: o Yes x No

Indicate by check mark whether the registrant(1) has filed all reports required by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer o	Smaller reporting company x
Non-accelerated filer o	Emerging growth company x
Accelerated filer o

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes x No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: US$6,708,488

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: As of October 25, 2019, the registrant had 220,459,647 shares of common stock issued and outstanding.

EXPLANATORY NOTE

Rise Gold Corp. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend its Annual Report on Form 10-K for the year ended July 31, 2019, which was originally filed with the Securities and Exchange Commission on October 29, 2019. The sole purpose for filing this Amendment is to make minor corrections to the list of exhibits in Item 15(b) and to add three exhibit documents (Exhibits 10.11, 10.12 and 10.13) that were listed as exhibits in Item 15(b) in the original filing but were inadvertently omitted from that filing. Those three exhibits are incorporated herein by reference as indicated below.

This Amendment No. 1 does not reflect any events occurring after the filing of the Original Filing and does not modify or update the disclosures therein in any way other than as described in the paragraph above.

PART IV

Item 15.

Exhibits, Financial Statement Schedules.

(b)

The following exhibits are being filed as part of this Report:

Number

Exhibit Description

3.1

Articles of Incorporation, as amended to date ⁽¹⁾

3.2

Bylaws ⁽²⁾

4.1

Description of Capital Stock ⁽⁸⁾

10.1

Incentive Stock Option Plan dated March 23, 2016 ⁽¹⁾

10.2

Employment Agreement with Benjamin Mossman dated as of April 19, 2017 ⁽¹⁾

10.3

April 16, 2018 Amendment to the Employment Agreement with Benjamin Mossman dated as of April 19, 2017 ⁽³⁾

10.4

Geological Consulting Services Agreement with Fred Tejada effective as of April 20, 2017 ⁽¹⁾

10.5

Consulting Services Agreement dated May 1, 2018 with Cale Thomas ⁽³⁾

10.6

Form of Subscription Agreement with Meridian Jerritt Canyon Corp., a wholly-owned subsidiary of Yamana Gold Inc., dated October 16, 2018 ⁽⁴⁾

10.7

Consulting Agreement with J. Proust & Associates Inc., as amended, dated December 13, 2018 ⁽⁵⁾

10.8

Convertible Debenture issued to Meridian Jerritt Canyon Corp., dated as of February 14, 2019 ⁽⁶⁾

10.9

Guarantee of Convertible Debenture made by Rise Grass Valley Inc. in favor of Meridian Jerritt Canyon Corp., dated as of February 14, 2019 ⁽⁶⁾

10.10

Collateral Agreement in favor of Meridian Jerritt Canyon Corp., dated as of February 14, 2019 ⁽⁶⁾

10.11

Loan Agreement between Rise Grass Valley Inc. and Eridanus Capital, LLC dated August 30, 2019 ⁽⁹⁾

10.12

Collateral Agreement in favor of Eridanus Capital, LLC, dated August 30, 2019 ⁽⁹⁾

10.13

Deed of Trust in favor of Jeremy A. M. Evans, as trustee, for the benefit of Eridanus Capital, LLC dated August 30, 2019 ⁽⁹⁾

14.1

Code of Ethics ⁽⁷⁾

14.1

Subsidiaries of the registrant ⁽¹⁾

23.1

Consent of Davidson & Company ⁽⁸⁾

31.1

Certificate of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certificate of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certificate of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ⁽⁸⁾

32.2

Certificate of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ⁽⁸⁾

101.INS

XBRL Instance File ⁽⁸⁾

101.SCH

XBRL Taxonomy Schema Linkbase Document ⁽⁸⁾

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document ⁽⁸⁾

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document ⁽⁸⁾

101.LAB

XBRL Taxonomy Extension Label Linkbase Document ⁽⁸⁾

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document ⁽⁸⁾

_____________________

(1)

Included as an exhibit to our registration statement on Form S-1 filed on September 5, 2017 and incorporated herein by reference.

(2)

Included as an exhibit to our registration statement on Form S-1 filed on February 19, 2008 and incorporated herein by reference.

(3)

Included as an exhibit to our registration statement on Form S-1 filed on May 29, 2018 and incorporated herein by reference.

(4)

Included as an exhibit to post-effective Amendment No. 1 to our Form S-1 registration statement filed on November 26, 2018 and incorporated by reference.

(5)

Included as an exhibit to our Form S-1 registration statement filed on January 17, 2019 and incorporated herein by reference.

(6)

Included as an exhibit to our Form S-1 registration statement filed on April 17, 2019 and incorporated herein by reference.

(7)

Included as an exhibit to Amendment No. 1 to our annual report on Form 10-K filed on October 30, 2008 and incorporated herein by reference.

(8)

Included as an exhibit to our annual report on Form 10-K filed on October 29, 2019 and incorporated herein by reference.

(9)

Included as an exhibit to our Form S-1 registration statement filed on October 31, 2019 and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 7, 2019

RISE GOLD CORP.

/s/ Benjamin Mossman

Benjamin Mossman

Chief Executive Officer and Director


Nevada	30-0692325
(State or other jurisdiction of incorporation)	(IRS Employer Identification Number)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None