Form 4: Rise Gold Director & Fund Boost Stake

A director and affiliated funds of Rise Gold Corp. increased their beneficial ownership through a common stock purchase and warrant acquisition.

Summary

• Daniel Oliver Jr., a Director and 10% Owner of Rise Gold Corp., along with Myrmikan Gold Fund, LLC and Myrmikan Capital, LLC (both 10% Owners), reported transactions.
• On October 24, 2025, 1,000,000 shares of Common Stock were acquired at a price of $0.25 per share.
• Following this transaction, Myrmikan Gold Fund, LLC indirectly beneficially owns 14,663,191 shares of Common Stock.
• Additionally, 1,000,000 warrants were acquired on October 24, 2025, with an exercise price of $0.45 and an expiration date of October 24, 2028.
• These newly acquired warrants are indirectly beneficially owned by Myrmikan Gold Fund, LLC.
• A warrant standstill agreement, originally dated April 9, 2024, and amended on May 8, 2025 (for Mr. Oliver) and October 24, 2025 (for the Fund), prevents the holder from exercising certain warrants until the agreement is terminated with 61 days' written notice.
• Warrants for 2,882,514 shares were issued in connection with a secured loan agreement where Myrmikan Gold Fund, LLC loaned $500,000 to Rise Gold Corp.

Sentiment

Score: 7

Explanation: The sentiment is positive due to significant insider buying by a director and affiliated funds, indicating strong confidence. However, the presence of a warrant standstill agreement and a secured loan from a related party introduces elements of caution regarding immediate control and financing needs.

Positives

• A director and affiliated funds significantly increased their beneficial ownership in Rise Gold Corp., signaling strong insider confidence in the company's future prospects.
• The acquisition of 1,000,000 common shares at $0.25 per share demonstrates a direct investment at a specific valuation.
• The acquisition of 1,000,000 warrants provides additional long-term upside potential for the reporting persons.

Negatives

• The existence of a secured loan agreement with an affiliated entity (Myrmikan Gold Fund, LLC) suggests the company may have sought capital from related parties, potentially indicating challenges in securing external financing.
• The warrant standstill agreement limits the immediate exercise of a substantial number of warrants, which could impact the reporting persons' ability to increase their voting power or realize gains quickly.

Risks

• The warrant standstill agreement means that a significant portion of warrants held by the reporting persons cannot be immediately exercised, potentially limiting their influence or ability to capitalize on short-term price movements.
• Reliance on related-party financing, as evidenced by the $500,000 secured loan from Myrmikan Gold Fund, LLC, could indicate financial constraints or a limited range of financing options for the issuer.
• The potential for future dilution exists if the warrants are eventually exercised, increasing the number of outstanding shares.

Future Outlook

The filing primarily reports past transactions and existing beneficial ownership. It does not provide explicit forward-looking statements or guidance beyond the expiration dates of various options and warrants, which extend up to 2030.

Industry Context

Insider buying, particularly by a director and significant shareholder, is generally viewed positively in the market, suggesting confidence in the company's future performance. In the gold mining sector, such moves can indicate a belief in the company's assets or strategic direction, especially if the price paid is seen as attractive relative to asset value or future potential. The secured loan, however, might suggest a need for capital that the company is fulfilling through related parties, which is a common practice in smaller or developing resource companies.

Corporate Governance

Related Party Transactions

• Myrmikan Gold Fund, LLC, an entity associated with Daniel Oliver Jr. (a director and 10% owner), provided a $500,000 secured loan to Rise Gold Corp., receiving warrants in connection with this agreement.

Stakeholder Impact

• Shareholders may view the increased insider ownership as a positive signal of confidence in the company's future.
• The secured loan from a related party could raise questions about the company's ability to secure financing from independent sources, potentially impacting investor perception.
• Future exercise of warrants, once the standstill agreement is lifted, could lead to dilution for existing shareholders.

Next Steps

• The warrant standstill agreement will remain in effect until terminated upon 61 days' written notice to the issuer from the holder, which could lead to future warrant exercises.
• Monitoring the expiration dates of various options and warrants, with the latest expiring in 2030, will be important for potential future share dilution or exercise events.

Key Dates

Recommendation

The significant increase in beneficial ownership by a director and affiliated funds signals strong insider confidence. However, the warrant standstill agreement limits immediate exercise, and the secured loan indicates a need for capital, warranting a 'hold' until further operational and financial details are available to assess the full implications of these transactions and the company's strategic direction.

Keywords

Rise Gold Corp, RYES, SEC Form 4, insider trading, beneficial ownership, common stock, warrants, Myrmikan Gold Fund, Daniel Oliver, director, 10% owner, stock purchase, equity acquisition, secured loan, corporate governance