SCHEDULE: Rise Gold Corp. and Myrmikan Amend Warrant Standstill Agreement

Rise Gold Corp. and Myrmikan Gold Fund, LLC have amended their warrant standstill agreement, extending restrictions on warrant exercise.

Summary

• This filing details an Amended and Restated Warrant Standstill Agreement between Rise Gold Corp. (the Company) and Myrmikan Gold Fund, LLC (Myrmikan).
• The agreement restricts Myrmikan from exercising certain warrants and the Company from facilitating such exercises while the agreement is in effect.
• This amendment specifically includes warrants issued to Myrmikan on October 24, 2025.
• The agreement terminates 61 days after Myrmikan provides written notice of termination or when all covered warrants expire.
• The filing also serves as an amendment to a Schedule 13D, updating information regarding beneficial ownership and related agreements.
• Daniel Oliver Jr., as manager of Myrmikan Capital, LLC (the Manager of Myrmikan Gold Fund, LLC), is a key party in these agreements and holds a significant stake in Rise Gold Corp.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, primarily an administrative update to existing agreements that clarifies terms and includes newly issued warrants without immediate positive or negative financial implications.

Positives

• The amendment clarifies and formalizes the terms regarding warrant exercise, providing certainty for both parties.
• The continued standstill agreement suggests a strategic alignment or a period of focused operations for Rise Gold Corp. without immediate dilution from warrant exercises.
• Daniel Oliver Jr. continues to hold a substantial beneficial ownership stake (13.95%) and intends to influence the company's policies to maximize shareholder value.

Negatives

• The agreement imposes restrictions on Myrmikan's ability to exercise warrants, potentially limiting their immediate return on investment.
• The existence of numerous warrants and standstill agreements indicates a complex capital structure and ongoing financing activities.

Risks

• The potential for future dilution exists if and when these warrants are exercised, depending on the terms and timing.
• The company's reliance on warrant exercises for capital or as part of financing arrangements could be a risk factor.
• The effectiveness of the standstill agreement is contingent on Myrmikan's continued adherence and the Company's facilitation, which could be subject to change.

Future Outlook

The filing does not contain specific forward-looking financial guidance. However, it indicates ongoing strategic involvement from Daniel Oliver Jr. with the intent to influence policies for maximizing shareholder value. The standstill agreements suggest a controlled approach to potential share dilution from warrants.

Management Comments

• Daniel Oliver Jr. 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 for the Issuer's annual meetings of stockholders.

Industry Context

StockSavvy.ai notes that warrant standstill agreements are common in the junior mining and exploration sector, often used to manage capital structure and prevent immediate dilution during critical development phases. This filing indicates Rise Gold Corp. is actively managing its shareholder base and potential equity events.

Corporate Governance

Related Party Transactions

• The Amended and Restated Warrant Standstill Agreement is between Rise Gold Corp. and Myrmikan Gold Fund, LLC, managed by Myrmikan Capital, LLC, where Daniel Oliver Jr. is a significant stakeholder and manager. Daniel Oliver Jr. also serves on the Issuer's Board of Directors, indicating related party involvement in the warrant arrangements.

Stakeholder Impact

• Shareholders: The agreement prevents immediate dilution from the exercise of specified warrants, which can be seen as positive for maintaining current ownership percentages in the short term. However, the existence of these warrants represents potential future dilution.
• Creditors: The stability provided by the standstill agreement might be viewed positively, as it suggests a more controlled financial environment.
• Management/Board: The agreement involves the CEO and potentially influences board composition discussions, indicating active governance involvement.

Next Steps

• Myrmikan Gold Fund, LLC may provide written notice of termination of the agreement, which would become effective 61 days thereafter.
• All warrants covered by the agreement will eventually expire, at which point the agreement will terminate.
• Daniel Oliver Jr. may participate in the normal nominating process for changes to the board of directors at Rise Gold Corp.'s annual meetings.

Key Dates

Keywords

Rise Gold Corp, Myrmikan Gold Fund, Warrant Standstill Agreement, SEC Filing, Schedule 13D, Daniel Oliver Jr, Myrmikan Capital, Common Stock, Warrants, Beneficial Ownership