SCHEDULE 13D/A: Key Investor Daniel Oliver Jr. Boosts Stake in Rise Gold Corp. to 16.4% Following Private Offering

Daniel Oliver Jr., a director of Rise Gold Corp., and affiliated entities have significantly increased their beneficial ownership in the company to 16.4% through a recent private offering and expressed intent to influence company policies for value maximization.

Summary

• Daniel Oliver Jr., a director of Rise Gold Corp., along with Myrmikan Gold Fund, LLC and Myrmikan Capital, LLC, have filed an Amendment No. 4 to Schedule 13D, updating their beneficial ownership in Rise Gold Corp.
• As of the report date, Daniel Oliver Jr. beneficially owns a total of 15,242,914 shares of Rise Gold Corp.'s common stock, representing 16.4% of the class.
• Myrmikan Capital, LLC, as the investment adviser and manager of Myrmikan Gold Fund, LLC, beneficially owns 13,663,191 shares, or 14.8% of the class.
• The increase in ownership stems primarily from the purchase of Units in a private offering on May 8, 2025, at a price of $0.082 per Unit.
• Each Unit in the offering consisted of one common share and one-half common stock purchase warrant, exercisable at $0.15 for three years.
• Mr. Oliver received 609,600 Shares and 304,800 Warrants from Eridanus Capital, LLC's pro rata distribution, and Myrmikan Capital, LLC purchased 6,490,342 Shares and 3,245,171 Warrants on behalf of the Fund.
• Additionally, Mr. Oliver was granted 60,000 stock options on March 25, 2025, with an exercise price of $0.10 per share for a five-year term.
• Mr. Oliver and Myrmikan Gold Fund, LLC have amended and restated warrant standstill agreements, preventing them from exercising their outstanding warrants, meaning the underlying shares are not currently included in their beneficial ownership calculation for Section 13(d) purposes.

Sentiment

Score: 7

Explanation: The document indicates a significant increase in ownership by a director and affiliated investment funds, coupled with a stated intent to maximize shareholder value, which is generally a positive signal. However, the warrant standstill agreements introduce a minor limitation.

Positives

• A significant increase in beneficial ownership by a director and affiliated investment entities signals strong confidence in the company's future.
• Daniel Oliver Jr.'s stated intent to influence company policies with the goal of maximizing the value of the common stock aligns with shareholder interests.
• The acquisition of shares through a private offering at a specific price indicates a direct investment commitment from key stakeholders.

Negatives

• The warrant standstill agreements prevent the immediate exercise of a substantial number of warrants, potentially limiting the reporting persons' ability to increase their direct voting power or capital contribution through warrant exercise.
• The private offering price of $0.082 per Unit may be below the prevailing market price, potentially leading to dilution for existing shareholders who did not participate in the offering.

Risks

• The warrant standstill agreements, while allowing for future termination with 61 days' notice, currently restrict the reporting persons from exercising their warrants, which could limit their flexibility in increasing their stake or providing capital through warrant exercise.
• Mr. Oliver's intent to influence policies and potentially participate in board changes could lead to strategic shifts that may or may not align with all shareholder expectations.

Future Outlook

Daniel Oliver Jr. intends to continue seeking to influence the policies of Rise Gold Corp. with the goal of maximizing the value of the common stock. He may also participate in making changes to the present board of directors in connection with the normal nominating process for annual meetings of stockholders. The reporting persons may purchase or sell common stock from time to time in private or public transactions based on economic considerations.

Management Comments

• "Mr. Oliver intends to continue to seek to influence the policies of the Issuer with a goal of maximizing the value of the Issuer's common stock."
• "Mr. Oliver may participate in making changes to the present board of directors in connection with the normal nominating process of the full board of directors for the Issuer's annual meetings of stockholders."

Industry Context

NA

Corporate Governance

Related Party Transactions

• Daniel Oliver Jr., as manager of Eridanus Capital, LLC, was involved in the private offering where Eridanus purchased Units and distributed them to its members, including Mr. Oliver.
• Myrmikan Capital, LLC, managed by Mr. Oliver, purchased Units on behalf of Myrmikan Gold Fund, LLC in the same private offering.
• Mr. Oliver, as a director, and Myrmikan Gold Fund, LLC entered into and amended warrant standstill agreements with the Issuer.

Stakeholder Impact

• Shareholders: Potential for value maximization due to increased insider ownership and stated intent to influence policies; potential dilution from the private offering if not participated.
• Management: Increased scrutiny and potential influence from a significant shareholder and director.
• Creditors: No direct impact mentioned, but improved corporate governance could indirectly benefit long-term stability.

Next Steps

• Daniel Oliver Jr. and Myrmikan entities may purchase or sell common stock from time to time.
• Daniel Oliver Jr. intends to influence company policies to maximize common stock value.
• Daniel Oliver Jr. may participate in changes to the board of directors through the normal nominating process.

Key Dates

Keywords

Rise Gold Corp., Daniel Oliver Jr., Myrmikan Gold Fund, Myrmikan Capital, Schedule 13D, Beneficial Ownership, Private Offering, Common Stock, Warrants, Stock Options, Corporate Governance, Investment Management, SEC Filing