Form 4: Rise Gold Insider Oliver Boosts Holdings, Warrants on Hold

Daniel Oliver Jr., a Director and 10% owner of Rise Gold Corp., reported increased beneficial ownership including new derivative grants, while significant warrants held by Myrmikan Gold Fund, LLC remain subject to a standstill agreement.

Summary

• Daniel Oliver Jr. directly owns 1,210,653 shares of Common Stock.
• Myrmikan Gold Fund, LLC, an entity associated with Daniel Oliver Jr., indirectly owns 14,663,191 shares of Common Stock.
• Oliver was granted 365,854 Deferred Share Units (DSUs) on October 30, 2025, which are fully vested subject to the approval of the issuer's Long-Term Incentive Plan (LTIP) at the annual general meeting on November 19, 2025.
• Oliver was granted 300,000 options with an exercise price of $0.25 on October 30, 2025, expiring on October 30, 2030.
• Oliver holds various other options directly, totaling 569,070 shares, with exercise prices ranging from $0.10 to $0.26 and expiration dates between 2028 and 2030.
• Oliver directly holds warrants for 1,945,326 shares of Common Stock with exercise prices between $0.115 and $0.45, expiring between 2027 and 2028.
• Myrmikan Gold Fund, LLC indirectly holds warrants for 8,367,685 shares of Common Stock with exercise prices between $0.15 and $0.26, expiring between 2025 and 2028.
• All warrants held by Mr. Oliver and Myrmikan Gold Fund, LLC are subject to a standstill agreement, meaning the holder has agreed not to exercise them until the agreement is terminated with 61 days' written notice.
• The standstill agreement means the shares underlying these warrants are not considered beneficially owned for purposes of Section 13(d) of the Securities Exchange Act of 1934.
• Warrants for 2,882,514 shares held by Myrmikan Gold Fund, LLC were issued in connection with a secured loan of $500,000 to Rise Gold Corp.

Sentiment

Score: 6

Explanation: The filing indicates strong insider alignment through significant ownership and new equity grants. While the warrant standstill agreement adds complexity, it's a disclosure of ownership structure rather than operational performance. The secured loan provides capital, which is generally positive, but also implies a need for funding.

Positives

• Significant insider ownership by Daniel Oliver Jr. and associated entities, indicating strong alignment with shareholder interests.
• New grants of Deferred Share Units (DSUs) and options to Daniel Oliver Jr. further align management incentives with company performance.
• The standstill agreement on warrants, while limiting immediate exercise, could be viewed as preventing immediate dilution from a large block of shares.

Negatives

• A substantial number of warrants held by insiders are subject to a standstill agreement, meaning they cannot be exercised immediately, which could limit potential upside for the holders in the short term.
• The vesting of DSUs is contingent on the approval of the Long-Term Incentive Plan at the upcoming annual general meeting, introducing a minor contingency.

Risks

• The warrant standstill agreement can be terminated with 61 days' written notice, potentially leading to future dilution if a large number of warrants are exercised.
• The approval of the Long-Term Incentive Plan at the annual general meeting on November 19, 2025, is a condition for the full vesting of the granted DSUs.
• The company has taken a secured loan of $500,000, which is typically associated with financial needs or capital expenditure requirements.

Future Outlook

The full vesting of Daniel Oliver Jr.'s Deferred Share Units (DSUs) is contingent upon the approval of the company's Long-Term Incentive Plan at the annual general meeting of stockholders scheduled for November 19, 2025. The warrant standstill agreements can be terminated with 61 days' written notice, which could lead to future exercise of a significant number of warrants.

Management Comments

• "/s/ Daniel Oliver" (Signature of Daniel Oliver Jr. as reporting person)
• "/s/ Daniel Oliver, as Manager of Myrmikan Capital, LLC, the Manager of Myrmikan Gold Fund, LLC" (Signature for Myrmikan Gold Fund, LLC)
• "/s/ Daniel Oliver, Manager of Myrmikan Capital, LLC" (Signature for Myrmikan Capital, LLC)

Industry Context

This Form 4 filing reflects routine insider ownership disclosures common in publicly traded companies, particularly in the resource sector where management and significant shareholders often hold substantial equity and derivative positions. The grant of DSUs and options is a standard practice for executive compensation and alignment, while the warrant standstill agreement is a specific arrangement that can be used to manage potential dilution or control over a company's shares.

Comparison to Industry Standards

• The level of insider ownership by Daniel Oliver Jr. and Myrmikan Gold Fund, LLC (a 10% owner) is substantial, which is generally viewed positively as it aligns management and significant shareholders with the company's performance, often exceeding typical board member holdings in smaller cap resource companies.
• The use of DSUs and options for executive compensation is a common industry practice, comparable to incentive structures seen in other junior mining and exploration companies.
• The secured loan and associated warrants are a specific financing arrangement. While not uncommon, the standstill agreement on warrants is a unique feature that differentiates this from standard warrant issuances, potentially indicating a strategic approach to managing ownership and control, similar to arrangements seen in some private equity or strategic investment scenarios rather than typical public market warrant exercises.

Corporate Governance

Related Party Transactions

• Myrmikan Gold Fund, LLC, a 10% owner and managed by Daniel Oliver Jr., provided a secured loan of $500,000 to Rise Gold Corp.
• Warrants for 2,882,514 shares were issued to Myrmikan Gold Fund, LLC in connection with the secured loan.

Stakeholder Impact

• Shareholders: Significant insider ownership and new equity grants can be seen as positive for alignment. The warrant standstill agreement temporarily limits dilution but maintains future potential dilution. The secured loan provides capital but also adds debt.
• Management (Daniel Oliver Jr.): Increased equity compensation through DSUs and options aligns personal financial interests with company performance.
• Creditors (Myrmikan Gold Fund, LLC): Provided a secured loan to the company, indicating a financial relationship beyond equity ownership.

Next Steps

• Rise Gold Corp. will hold its annual general meeting of stockholders on November 19, 2025, to seek approval for the Long-Term Incentive Plan (LTIP).
• The warrant standstill agreements can be terminated by the holder with 61 days' written notice to the issuer.

Key Dates

Keywords

Rise Gold Corp, RYES, Daniel Oliver Jr., Myrmikan Gold Fund, Insider Ownership, Form 4, Beneficial Ownership, Warrants, Options, Deferred Share Units, Corporate Governance, Secured Loan, Equity Compensation