Form 4: Rise Gold Corp. Director and Major Shareholder Discloses Significant Ownership and Warrant Standstill Agreement
Insider Ownership Report
A recent SEC Form 4 filing reveals Daniel Oliver Jr., a Director and 10% owner of Rise Gold Corp., along with affiliated entities, holds substantial common stock and derivative securities, including a new option grant and warrants subject to a standstill agreement.
Summary
- Daniel Oliver Jr., a Director and 10% owner of Rise Gold Corp. (RYES), directly holds 1,210,653 shares of common stock.
- Myrmikan Gold Fund, LLC, an entity affiliated with Daniel Oliver Jr., indirectly holds 13,663,191 shares of common stock.
- On May 22, 2025, Daniel Oliver Jr. acquired 200,000 options with an exercise price of $0.10, exercisable immediately and expiring on May 22, 2030.
- Daniel Oliver Jr. also directly holds various other options totaling 369,070 shares with exercise prices ranging from $0.10 to $0.26.
- The reporting persons hold a significant number of warrants, both directly and indirectly through Myrmikan Gold Fund, LLC, with exercise prices ranging from $0.115 to $0.26.
- A warrant standstill agreement, dated April 9, 2024, and amended/restated on May 8, 2025, prevents the holder (Myrmikan Gold Fund, LLC) from exercising certain warrants until the agreement is terminated with 61 days' written notice.
- Due to the standstill agreement, the holder does not beneficially own the shares underlying these warrants for Section 13(d) purposes.
- Warrants for 2,882,514 shares (exercise price $0.1735) held by Myrmikan Gold Fund, LLC were issued in connection with a secured loan agreement where the fund loaned $500,000 to Rise Gold Corp.
Sentiment
Score: 6
Explanation: The sentiment is slightly positive due to the secured loan providing capital to the company and the new option grant aligning a director's interests. However, the warrant standstill agreement introduces a degree of neutrality/risk regarding future share structure.
Positives
- The acquisition of 200,000 new options by Director Daniel Oliver Jr. may signal continued alignment of management interests with shareholder value.
- Myrmikan Gold Fund, LLC provided a secured loan of $500,000 to Rise Gold Corp., indicating financial support and potentially improving the company's liquidity.
Risks
- The warrant standstill agreement means a significant portion of outstanding warrants cannot be exercised immediately, potentially limiting the company's ability to raise capital through warrant exercises in the short term.
- The standstill agreement introduces uncertainty regarding the future exercise of these warrants, as termination requires 61 days' written notice, which could lead to a large influx of shares if exercised.
Future Outlook
The warrant standstill agreement indicates that a significant number of shares underlying warrants will not be exercised in the immediate future, but could be exercised upon 61 days' written notice, potentially leading to future dilution.
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, pursuant to which the holder has agreed not to exercise these warrants. The agreement will remain in effect until terminated upon 61 days' written notice to the issuer from the holder. 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."
Industry Context
This Form 4 filing provides an update on insider ownership for Rise Gold Corp., a company likely involved in the gold mining or exploration industry, given the name 'Myrmikan Gold Fund'. Such filings are routine disclosures of changes in beneficial ownership by key personnel and major shareholders.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Agreement impacting beneficial ownership | A warrant standstill agreement was entered into and subsequently amended, preventing the holder (Myrmikan Gold Fund, LLC) from exercising certain warrants until termination with 61 days' written notice. This impacts the definition of beneficial ownership for Section 13(d) purposes. | 05/08/2025 | This agreement temporarily limits potential dilution from these specific warrants but introduces a future contingent event that could lead to a significant increase in outstanding shares. |
| Adoption of trading plan | The filing indicates that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). | NA | This indicates a pre-arranged trading plan, which is a common corporate governance practice to mitigate insider trading concerns. |
Related Party Transactions
- Myrmikan Gold Fund, LLC, a 10% owner of Rise Gold Corp., provided a secured loan of $500,000 to the issuer, receiving warrants in connection with this agreement. This constitutes a related party transaction.
Stakeholder Impact
- Shareholders: The standstill agreement on warrants means less immediate dilution but potential future dilution if the warrants are eventually exercised. The secured loan provides capital, which could be beneficial.
- Creditors: Myrmikan Gold Fund, LLC is now a creditor due to the $500,000 secured loan.
Next Steps
- The warrant standstill agreement can be terminated by the holder with 61 days' written notice to the issuer, which would then allow for the exercise of the underlying warrants.
Key Dates
| Date | Description |
|---|---|
| 12/12/2023 | Transaction date for 200,000 options with $0.25 exercise price, expiring 12/12/2028. |
| 11/07/2023 | Transaction date for 750,000 warrants with $0.26 exercise price, expiring 11/07/2025. |
| 12/07/2023 | Transaction date for 140,000 warrants with $0.26 exercise price, expiring 12/07/2025. |
| 09/22/2023 | Transaction date for 94,070 options with $0.26 exercise price, expiring 09/22/2028. |
| 04/09/2024 | Original date of warrant standstill agreement and transaction date for 1,350,000 warrants with $0.158 exercise price, expiring 04/09/2027. |
| 04/29/2024 | Transaction date for 210,526 and 90,000 warrants with $0.158 exercise price, expiring 04/29/2027. |
| 05/01/2024 | Transaction date for 15,000 options with $0.17 exercise price, expiring 05/01/2029. |
| 09/12/2024 | Transaction date for 340,000 warrants with $0.115 exercise price, expiring 09/12/2028. |
| 10/10/2024 | Transaction date for 2,882,514 warrants with $0.1735 exercise price, expiring 10/10/2028. |
| 03/25/2025 | Transaction date for 60,000 options with $0.1 exercise price, expiring 03/25/2030. |
| 05/08/2025 | Amendment and restatement date of warrant standstill agreement and transaction date for 304,800 and 3,245,171 warrants with $0.15 exercise price, expiring 05/08/2028. |
| 05/22/2025 | Earliest transaction date reported, specifically for the acquisition of 200,000 options by Daniel Oliver Jr. |
| 05/27/2025 | Date the Form 4 filing was signed and submitted. |
Keywords
Rise Gold Corp, RYES, SEC Form 4, Insider Ownership, Beneficial Ownership, Options, Warrants, Daniel Oliver Jr., Myrmikan Gold Fund, Myrmikan Capital, Corporate Governance, Securities Exchange Act of 1934, Equity Securities, Secured Loan
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