Form 4: Director Oliver Boosts Rise Gold Stake, Holds Derivatives

Rise Gold Corp. Director and 10% owner Daniel Oliver Jr. reported increased beneficial ownership and substantial derivative holdings, including options and warrants, through direct and indirect means.

Summary

• Daniel Oliver Jr., a Director and 10% owner of Rise Gold Corp., reported significant beneficial ownership, holding 1,210,653 shares of Common Stock directly and 14,663,191 shares indirectly through Myrmikan Gold Fund, LLC.
• Oliver directly holds 1,869,070 options with various exercise prices and expiration dates, including 1,000,000 options acquired on November 20, 2025, at an exercise price of $0.18.
• He also directly holds 945,326 warrants and indirectly holds 8,617,685 warrants through Myrmikan Gold Fund, LLC.
• Oliver holds 365,854 Deferred Share Units (DSUs) directly, which are convertible to common stock upon him ceasing to be an 'Eligible Person' as defined in the issuer's Long-Term Incentive Plan.
• A warrant standstill agreement is in place, preventing the exercise of certain warrants until terminated with 61 days' notice, meaning the underlying shares are not currently considered beneficially owned for Section 13(d) purposes.
• 2,882,514 indirect warrants were issued in connection with a $500,000 secured loan provided by Myrmikan Gold Fund, LLC to Rise Gold Corp.

Sentiment

Score: 7

Explanation: The filing indicates strong insider commitment through substantial equity and derivative holdings, including a recent acquisition of options and a secured loan to the company. While the standstill agreement limits immediate exercise of warrants, the overall position suggests confidence from a key stakeholder.

Positives

• Increased insider ownership, particularly the acquisition of 1,000,000 options, signals strong confidence from a key director and 10% owner in the company's future prospects.
• Significant existing equity and derivative holdings by a director and 10% owner align management and shareholder interests, promoting long-term value creation.
• The provision of a $500,000 secured loan by Myrmikan Gold Fund, LLC indicates financial support from a significant shareholder, which can be crucial for junior mining companies.

Negatives

• The warrant standstill agreement means a large block of potential shares underlying warrants are not currently exercisable, which could limit immediate upside for the holder and potentially signal a desire to avoid dilution or maintain a specific ownership percentage without triggering further reporting requirements.

Risks

• The warrant standstill agreement could be terminated with 61 days' notice, potentially leading to significant dilution if a large number of warrants are subsequently exercised.
• Reliance on a secured loan from a related party (Myrmikan Gold Fund, LLC) could indicate challenges in securing financing from traditional sources, potentially raising concerns about the company's financial health or access to capital.

Future Outlook

The filing primarily reports changes in beneficial ownership and does not contain explicit forward-looking statements or guidance regarding the company's future performance or strategic direction, beyond the implications of insider holdings.

Management Comments

• The holder and the issuer have entered into a warrant standstill agreement dated 4-9-24, as amended and restated on May 8, 2025 with respect to Mr. Oliver and October 24, 2025 with respect to the Fund, pursuant to which the holder has agreed not to exercise these warrants.
• On that basis, the holder does not beneficially own the shares of common stock underlying the warrants, as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended.
• These warrants were issued in connection with a secured loan agreement pursuant to which the holder loaned $500,000 to the issuer.
• The reporting person is entitled to receive one share of the issuer's Common Stock for each DSU held upon ceasing to be an Eligible Person as defined in the issuer's Long-Term Incentive Plan.

Industry Context

Rise Gold Corp. operates in the gold mining sector. Significant insider ownership and derivative holdings, especially by a 10% owner and director, are common in junior mining companies, often reflecting a long-term investment thesis and direct involvement in company strategy and financing.

Comparison to Industry Standards

• NA

Related Party Transactions

• Daniel Oliver Jr., a Director and 10% owner, holds significant direct and indirect equity and derivative interests in Rise Gold Corp.
• Myrmikan Gold Fund, LLC and Myrmikan Capital, LLC, both 10% owners and managed by Daniel Oliver Jr., hold substantial indirect interests.
• Myrmikan Gold Fund, LLC provided a $500,000 secured loan to Rise Gold Corp., receiving warrants in return.
• Warrant standstill agreements are in place between the issuer and the reporting persons (Oliver and Myrmikan Gold Fund, LLC).

Stakeholder Impact

• Shareholders: Increased insider ownership may be viewed positively, signaling confidence in the company's future. However, potential future dilution from warrant exercise if the standstill agreement is terminated could be a concern.
• Creditors: The secured loan from Myrmikan Gold Fund, LLC provides capital to the company, potentially improving its liquidity position.

Next Steps

• The warrant standstill agreement will remain in effect until terminated upon 61 days' written notice to the issuer from the holder.
• Deferred Share Units will convert to common stock upon the reporting person ceasing to be an Eligible Person.

Key Dates

Recommendation

The filing demonstrates strong insider commitment and financial support from a key director and 10% owner, Daniel Oliver Jr., and his associated entities. The acquisition of new options and the provision of a secured loan suggest confidence in Rise Gold Corp.'s future. However, the warrant standstill agreement means a large portion of potential shares are not immediately exercisable, and the company's reliance on related-party financing could be a point of caution. Given the mixed signals of strong insider belief tempered by the standstill and related-party loan, a 'hold' recommendation is appropriate, awaiting further operational updates or clarity on the warrant exercise strategy.

Keywords

Rise Gold Corp, RYES, Form 4, Beneficial Ownership, Insider Trading, Options, Warrants, Deferred Share Units, Director Ownership, 10% Owner, Myrmikan Gold Fund, Secured Loan, Warrant Standstill Agreement, Gold Mining