RYES Rise Gold Corporation (QX)

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS

Pursuant to Rule 14a-8 under the Exchange Act, stockholders may present proper proposals for inclusion in the Corporation’s proxy statement and for consideration at the Corporation’s next annual general meeting. To be eligible for inclusion in the proxy statement for the Corporation’s 2022 annual general meeting (the “2022 Meeting”), a stockholder proposal must be received by the Corporation no later than March 2, 2022 (i.e., 120 days before the date in 2022 on which the Meeting in 2021 was held) and must otherwise comply with Rule 14a-8. If the date of the 2022 Meeting is called for a date that is not within 30 days before or after the anniversary date of the Meeting, then the stockholder must submit any such proposal not later than the close of business of the 10th day following the earlier of (i) the day on which the notice of the Meeting was mailed or (ii) public disclosure of the date of such meeting is first made. While the Board will consider stockholder proposals, the Corporation reserves the right to omit from its proxy statement any stockholder proposal that the Corporation is not required to include under applicable law, including Rule 14a-8.

Any stockholder wishing to deliver such proposals may send their communications to the Rise Gold Corp., Attention: Secretary, Suite 650 – 669 Howe Street, Vancouver, British Columbia, V6C 0B4. It is recommended that stockholders submitting proposals use certified mail, return receipt requested, to provide proof of timely receipt.

With respect to any proposal that a stockholder seeks to present at the 2022 Meeting that is not submitted for inclusion in the Corporation’s proxy materials pursuant to Rule 14a-8, the proxy solicited by the Board for that meeting will confer discretionary voting authority to vote on such proposal to the extent permitted under Rule 14a-4 under the Exchange Act.

The presiding officer of the 2022 Meeting reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements, including conditions set forth in the Corporation’s bylaws, applicable state law and conditions established by the SEC.

OTHER BUSINESS

The Board is not aware of any other matter which will be presented for action at the Meeting other than the matters set forth in this proxy statement. If any other matter requiring a vote of the stockholders arises, it is intended that the proxy holders will vote the shares they represent as the Board may recommend. Discretionary authority with respect to such other matters is granted by the execution of the accompanying proxy.

- 14 -

RISE GOLD CORP.

Suite 650 – 669 Howe Street

Vancouver, BC V6C 0B4

T: 604.260.4577

INFORMATION CIRCULAR

May 26, 2021

INTRODUCTION

This information circular (this “Information Circular”) accompanies the notice of annual general meeting of stockholders (the “Notice”) of Rise Gold Corp. (the “Corporation”) and is being furnished to the holders of common stock (each, a “Share”) of the Corporation in connection with the solicitation by the management of the Corporation of proxies to be voted at the annual general meeting (the “Meeting”) of the stockholders to be held at 10:00 a.m. (Vancouver time) on Wednesday, June 30, 2021 at Suite 650 – 669 Howe Street, Vancouver, British Columbia, V6C 0B4 or at any adjournment or postponement thereof.

In this Information Circular, unless otherwise indicated, all dollar amounts are expressed in Canadian dollars and all references to $ are to Canadian dollars.

- 2 -

390 Bay Street, Suite 920, Toronto, ON M5H 2Y2 (by mail, telephone or Internet according to the instructions on the proxy), not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting, otherwise they will not be entitled to vote at the Meeting by proxy. The persons named in the accompanying proxy (the “Designated Persons”) are directors and officers of the Corporation and are proxyholders nominated by management. A stockholder has the right to appoint a person other than the Designated Persons named in the proxy to represent them at the Meeting. To exercise this right, a stockholder must insert the name of its nominee in the blank space provided. A person appointed as a proxyholder need not be a stockholder of the Corporation.

A registered stockholder may revoke a proxy by:

(a)signing a proxy with a later date and delivering it at the place and within the time noted above; 

(b)signing and dating a written notice of revocation (in the same manner as the proxy is required to be executed, as set out in the notes to the proxy) and delivering it to the Corporation at the address set forth above at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof at which the proxy is to be used, or to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof; or 

(c)in any other manner provided by law. 

Beneficial Stockholders

The information set forth in this section is of significant importance to many stockholders, as many stockholders do not hold their Shares in their own name. Stockholders holding their Shares through banks, trust companies, securities dealers or brokers, trustees or administrators of RRSPs, RRIFs, RESPs and similar plans or other persons (any one of which is herein referred to as an “Intermediary”) or otherwise not in their own name (such stockholders herein referred to as “Beneficial Stockholders”) should note that only proxies deposited by stockholders appearing on the records maintained by the Corporation’s transfer agent as registered stockholders will be recognized and allowed to vote at the Meeting. If a stockholder’s Shares are listed in an account statement provided to the stockholder by a broker, in all likelihood those Shares are not registered in the stockholder’s name and that stockholder is a Beneficial Stockholder. Such Shares are most likely registered in the name of the stockholder’s broker or an agent of that broker. In Canada, the vast majority of such Shares are registered under the name of CDS & Co., the registration name for The Canadian Depository for Securities (which acts as nominee for many Canadian brokerage firms), and in the United States, the vast majority of such Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks). Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted at the Meeting at the direction of the Beneficial Stockholder. Beneficial Stockholders should ensure that instructions respecting the voting of their Shares are communicated to the appropriate party well in advance of the Meeting.

- 3 -

Applicable regulatory policies require Intermediaries to seek voting instructions from Beneficial Stockholders in advance of stockholders’ meetings. In accordance with the requirements of National Instrument 54-101, the Corporation will distribute the Meeting materials to Intermediaries and clearing agencies for onward distribution to non-registered holders. The Corporation does not intend to pay Intermediaries to forward the Meeting materials if the non-registered holders have provided instructions to their Intermediary that they object to the Intermediary disclosing ownership information about the non-registered holders. In this case, such non-registered holder will not receive the Meeting materials if the Intermediary does not assume the cost of delivery. Each Intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Stockholders in order to ensure that their Shares are voted at the Meeting.

Intermediaries are required to forward the Meeting materials to non-registered holders unless a non-registered holder has waived the right to receive Meeting materials. Generally, non-registered holders who have not waived the right to receive Meeting materials will be sent a voting instruction form which must be completed, signed and returned by the non-registered holder in accordance with the Intermediary’s directions on the voting instruction form. Intermediaries often use service companies to forward the Meeting materials to non-registered holders. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge typically supplies a voting instruction form, mails those forms to Beneficial Shareholders and asks those Beneficial Stockholders to return the forms to Broadridge or follow specific telephone or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of common shares at the Meeting. A Beneficial Stockholder receiving a voting instruction form from Broadridge cannot use that form to vote common shares directly at the Meeting. Instead, the voting instruction form must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure that such Shares are voted.

In some cases, Beneficial Stockholders will instead be given a proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of common shares beneficially owned by the Beneficial Stockholder but which is otherwise not completed. This form of proxy does not need to be signed by the Beneficial Stockholder, but, to be used at the Meeting, needs to be properly completed and deposited with Capital Transfer Agency Inc.

The purpose of these procedures is to permit Beneficial Stockholders to direct the voting of the Shares which they beneficially own. Beneficial Stockholders should follow the procedures set out on the voting instruction form or form of proxy they receive. Should a Beneficial Stockholder who receives one of the above forms wish to attend and vote at the Meeting in person (or have someone else attend and vote on their behalf), the Beneficial Stockholder should strike out the names of the persons named in the form and insert the Beneficial Stockholder’s (or such other person’s) name in the blank space provided.  In either case, Beneficial Stockholders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or voting instruction form is to be delivered.

- 4 -

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

The Shares represented by a proxy will be voted or withheld from voting in accordance with the instructions of the stockholder on any ballot that may be called for and if the stockholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

IF NO CHOICE IS SPECIFIED IN A PROXY WITH RESPECT TO A MATTER TO BE ACTED UPON, THE PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO THAT MATTER UPON THE DESIGNATED PERSONS NAMED IN THE PROXY. IT IS INTENDED THAT THE DESIGNATED PERSONS WILL VOTE THE SHARES REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED IN THE PROXY.

If any amendments or variations to such matters, or any other matters, are properly brought before the Meeting, the proxyholder, if a nominee of management, will exercise its discretion and vote on such matters in accordance with its best judgment. At the time of printing this Information Circular, management of the Corporation is not aware that any amendments or variations to existing matters or new matters are to be presented for action at the Meeting.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed herein, the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of each of the following persons in any matter to be acted upon at the Meeting other than the interest of the current directors nominated for re-election to the board of directors:

(a)each person who has been a director or executive officer of the Corporation at any time since the beginning of the Corporation’s last financial year; 

(b)each proposed nominee for election as a director of the Corporation; and 

(c)each associate or affiliate of any of the foregoing. 

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The authorized capital of the Corporation consists of 400,000,000 Shares, US$0.0001 par value. As of the record date, determined by the Corporation’s board of directors (the “Board”) to be the close of business on May 26, 2021 (the “Record Date”), a total of 26,770,298 Shares were issued and outstanding. All Shares are of the same class and each carries the right to one vote. Only those stockholders of record on the Record Date are entitled to attend and vote at the Meeting.

- 5 -

To the knowledge of the directors and executive officers of the Corporation, the following persons or companies beneficially own, or control or direct, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Corporation:

⁽¹⁾The percentage is determined based on the number of the Corporation’s outstanding common shares as of the Record Date. 

ELECTION OF DIRECTORS

The directors of the Corporation hold office until the next annual meeting of the stockholders or until their successors are elected and qualified, and from this point on will be elected annually. Management of the Corporation proposes to nominate the persons listed below for election as directors of the Corporation to serve until their successors are elected and qualified. In the absence of instructions to the contrary, proxies given pursuant to the solicitation by management of the Corporation will be voted for the nominees listed in this Information Circular. Management does not contemplate that any of the nominees will be unable to serve as a director. If any vacancies occur in the slate of nominees listed below before the Meeting, management will exercise discretion to vote the proxy for the election of any other person or persons as directors.

The following table sets out the names of the nominees for election as directors, the offices they hold within the Corporation, their occupations, the length of time they have served as directors of the Corporation, and the number of shares of the Corporation and its subsidiaries which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date of this Information Circular:

- 6 -

(1)The number of Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, at the date of this Information Circular, is based upon information furnished to the Corporation by the individual nominees.  Options, warrants or other convertible securities currently exercisable or convertible, or exercisable or convertible within 60 days, are included. 

(2)Includes 202,829 shares of Common Stock, warrants to purchase 35,715 shares of Common Stock at a price of $1.00 per share until July 3, 2022, warrants to purchase 20,000 shares of Common Stock at a price of US$1.00 per share until July 31, 2022 and 1,338,500 stock options exercisable into shares of Common Stock at a price of US$0.90 per share until September 22, 2025. 

(3)Member of the audit committee. 

(4)Represents 85,000 stock options, 25,000 of which are exercisable into shares of Common Stock at a price of $1.20 per share until April 18, 2023, 20,000 of which are exercisable into shares of Common Stock at a price of $1.00 per share until November 29, 2023 and 40,000 of which are exercisable into shares of Common Stock at a price of $0.70 per share until August 21, 2024. 

(5)Includes 126,279 shares of Common Stock held directly by John G. Proust and 441,987 shares of Common Stock over which Mr. Proust exercises control or direction of which 240,915 shares of Common Stock are held by Gwen Proust 2018 Alter Ego Trust, 186,007 shares of Common Stock are held by J Proust & Associates Inc., 8,941 shares of Common Stock are held by Portland Management Inc. and 6,124 shares of Common Stock are held by the Proust Family Trust.  Also includes 345,000 stock options held by John G. Proust, 120,000 of which are exercisable into shares of Common Stock at a price of $1.20 per share until April 18, 2023, 150,000 of which are exercisable into Common Stock at a price of $1.00 per share until November 29, 2023 and 75,000 of which are exercisable into shares of Common Stock at a price of $0.70 per share until August 21, 2024. Also includes 15,612 shares of Common Stock held by Southern Arc Minerals Inc. John G. Proust, a director of the Corporation, is also the Chairman and CEO and a director of Southern Arc Minerals Inc. 

(6)Represents 40,000 stock options which are exercisable into shares of Common Stock at a price of $0.70 per share until August 21, 2024. 

(7)Includes 591,875 shares of Common Stock held directly by Mr. Lepard, 135,000 shares of Common Stock held indirectly through his children, warrants to purchase 81,875 shares of Common Stock at a price of $1.20 per share until September 17, 2021, warrants to purchase 200,000 shares of Common Stock at a price of $1.00 per share until August 19, 2022 and 100,000 stock options which are exercisable into shares of Common Stock at a price  

- 7 -

of $0.70 per share until August 21, 2024. Also includes 1,929,656 securities beneficially owned by EMA GARP FUND, LLP: 1,529,656 shares of Common Stock, warrants to purchase 50,000 shares of Common Stock at a price of $1.00 per share until July 3, 2022, warrants to purchase 250,000 shares of Common Stock at a price of $1.00 per share until August 19, 2022 and warrants to purchase 100,000 shares of Common Stock at a price of US$1.00 per share until July 31, 2022. EMA GARP GP, LLC is the general partner of the EMA GARP FUND, LLP. Lawrence Lepard, one of Corporation’s directors, is the sole member and manager of EMA GARP GP, LLC.

At the Meeting, stockholders will be asked to pass an ordinary resolution to elect the nominees listed above as directors of the Corporation. An ordinary resolution needs to be passed by a simple majority of the votes cast by the stockholders present in person or represented by proxy and entitled to vote at the Meeting.

Management recommends that stockholders vote FOR each of the nominees listed above as a director of the Corporation.

Other than as disclosed below, no proposed director of the Corporation:

(a)is, as at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation) that: 

(i)was the subject: 

(A)of a cease trade order;  

(B)an order similar to a cease trade order; or 

(C)an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days, that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer, or 

(ii)was subject to: 

(A)a cease trade order; 

(B)an order similar to a cease trade order; or 

(C)an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; 

(b)is, as at the date of this Information Circular, or has been within 10 years before the date of this Information Circular, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that  

- 8 -

person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;

(c)has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or 

(d)has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable securityholder in deciding whether to vote for a proposed director. 

Benjamin W. Mossman was a director and officer of Banks Island Gold Ltd. (“Banks”), a company formerly listed on the TSX Venture Exchange that traded under the symbol “BOZ”, during the time it assigned itself into bankruptcy on January 7, 2016. Banks appointed D. Manning & Associates as trustee in the bankruptcy proceedings. Subsequent to the bankruptcy, FTI Consulting of Vancouver, BC, was appointed as receiver by a major secured creditor. The trustee subsequently applied to be discharged from its role as trustee, which was granted on April 4, 2018. To the best of Mr. Mossman’s knowledge, the secured creditor has taken possession of the property as of this date. To date, Banks remains undischarged from the bankruptcy proceedings.

Mr. Mossman, Banks, and two other former employees of Banks, were subject to summary conviction proceedings commenced in August 2016 for alleged violations of the British Columbia provincial Environmental Management Act (the “EMA”), the Provincial Water Act, and the federal Fisheries Act. The charges are related to the active mining operations conducted by Banks at and on Banks Island, BC during the period from 2014 to 2016. The court found Mr. Mossman not guilty and acquitted him of all, but two, charges under the EMA and Fisheries Act. For those two minor offences, the court imposed a $15,000 global fine against Mr. Mossman. All charges were dropped against one former employee and against Banks, and the court dismissed all charges against the other former employee.

Subsequent to the decision, the Crown filed an appeal regarding certain of the original determinations as they relate to Mr. Mossman. The summary conviction appeal was heard by the BC Supreme Court in May 2019.  In February 2020, the court issued its decision and ordered a new trial in the matter for Mr. Mossman and one of the former employees. However, Mr. Mossman’s two convictions and $15,000 fine for minor offenses relating to the incident were also set aside by the court.  Counsel for Mr. Mossman sought leave to appeal the BC Supreme Court decision to the BC Court of Appeal, which was dismissed as part of the order for a new trial.   The Supreme Court of Canada recently dismissed Mr. Mossman's application to appeal the order for a new trial.  The new trial has not yet been scheduled but is currently forecasted to start sometime in 2022.

- 9 -

In a second trial, the Crown charged Mr. Mossman with obstruction of justice related to the investigation of the underlying charges laid under the EMA and the other provincial and federal environmental regulations. The court acquitted him of that charge on March 6, 2019. No appeal of the acquittal was filed by the Crown.

STATEMENT OF EXECUTIVE COMPENSATION

General

For the purpose of this Information Circular:

“compensation securities” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Corporation for services provided or to be provided, directly or indirectly to the Corporation; and

“Named Executive Officer” or “NEO” means each of the following individuals:

(a)each individual who served as chief executive officer (“CEO”) of the Corporation, or who performed functions similar to a CEO, during any part of the most recently completed financial year; 

(b)each individual who served as chief financial officer (“CFO”) of the Corporation, or who performed functions similar to a CFO, during any part of the most recently completed financial year; 

(c)the most highly compensated executive officer of the Corporation other than individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with section 1.3(5) of Form 51-102F6V, for that financial year; and 

(d)each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of that financial year. 

Named Executive Officers

During the fiscal year ended July 31, 2020, the following individuals were NEOs of the Corporation:

·Benjamin W. Mossman, CEO and President  

·Vince Boon, CFO and Treasurer 

- 10 -

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets out details of all payments, grants, awards, gifts and benefits paid or awarded to each director and NEO in the two most recently completed financial years ended July 31, 2020:

(1)“Perquisites” include perquisites provided to an NEO or director that are not generally available to all employees and that, in aggregate, are: (a) $15,000, if the NEO or director’s total salary for the financial year  

- 11 -

is $150,000 or less, (b) 10% of the NEO or director’s salary for the financial year if the NEO or director’s total salary for the financial year is greater than $150,000 but less than $500,000, or (c) $50,000 if the NEO or director’s total salary for the financial year is $500,000 or greater.

(2)Represents payments made pursuant to an executive employment agreement. 

(3)Represents directors’ fees.   

(4)Out of this amount $26,870 represents directors’ fees paid to Mr. Proust and $133,708 represents fees paid to J. Proust & Associates Inc., a private company wholly owned by John G. Proust, for financial consulting and administrative services. 

(5)Out of this amount $26,521 represents directors’ fees paid to Mr. Proust and $160,000 represents fees paid to J. Proust & Associates Inc., a private company wholly owned by John G. Proust, for financial consulting and administrative services. 

(6)Mr. Flanigan was elected as a director on June 27, 2019 

(7)Mr. Lepard was appointed as a director on August 19, 2019. 

(8)Mr. Edwards resigned as a director on September 6, 2018. 

(9)Mr. Anderson did not stand for re-election on June 27, 2019. 

- 12 -

(1)On July 31, 2020, Mr. Mossman voluntarily surrendered to the Corporation for cancellation 1,097,298 stock options (the “Cancelled Options”) having exercise prices ranging from $0.70 to $2.40 per share. Mr. Mossman offered to surrender the Cancelled Options in order to free up additional authorized capital required to facilitate the closing of a $3,272,875 private placement on July 31, 2020. Mr. Mossman’s offer to surrender the Cancelled Options was made subject to the condition that once the Corporation’s authorized capital was increased, or sufficient authorized capital otherwise became available, the Corporation would grant Mr. Mossman new stock options to replace the Cancelled Options at a price and upon terms to be determined in accordance with, and subject to, applicable securities and stock exchange requirements.  

On September 22, 2020, the Corporation granted 1,338,500 stock options to Mr. Mossman. 1,097,298 options were to replace the Cancelled Options and the additional 241,202 options were granted pursuant to the terms of the Executive Employment Agreement. The new stock options are exercisable at a price of US$0.90 ($1.20) per share until September 22, 2025.

(2)All stock options vested immediately upon grant. 

(3)As of July 31, 2020, Vince Boon held 40,000 stock options, 30,000 of which are exercisable into shares of Common Stock at a price of $1.20 until April 19, 2023, and 10,000 of which are exercisable into shares of Common Stock at a price of $0.70 until August 21, 2024. 

(4)As of July 31, 2020, Thomas I. Vehrs held 85,000 stock options, 25,000 of which are exercisable into shares of Common Stock at a price of $1.20 per share until April 18, 2023, 20,000 of which are exercisable into shares of Common Stock at a price of $1.00 per share until November 29, 2023, and 40,000 of which are exercisable into shares of Common Stock at a price of $0.70 until August 21, 2024. 

(5)As of July 31, 2020, John G. Proust held 345,000 stock options, 120,000 of which are exercisable into shares of Common Stock at a price of $1.20 per share until April 18, 2023, 150,000 of which are exercisable into Common Stock at a price of $1.00 per share until November 29, 2023, and 75,000 of which are exercisable into shares of Common Stock at a price of $0.70 until August 21, 2024. 

(6)As of July 31, 2020, Murray Flanigan held 40,000 stock options which are exercisable into shares of Common Stock at a price of $0.70 until August 21, 2024 

(7)As of July 31, 2020, Lawrence Lepard held 100,000 stock options which are exercisable into shares of Common Stock at a price of $0.70 until August 21, 2024 

Exercise of Compensation Securities by Directors and NEOs

No director or NEO exercised any compensation securities during the year ended July 31, 2020.

Stock Option Plans and Other Incentive Plans

The Corporation’s incentive stock option plan (the “Plan”) is a “rolling” stock option plan, whereby the aggregate number of Shares reserved for issuance, together with any other Shares reserved for issuance under any other plan or agreement of the Corporation, shall not exceed 10% of the total number of issued Shares (calculated on a non-diluted basis) at the time an option is granted. The Plan provides that the Board may, from time to time, in its discretion, grant to

- 13 -

directors, officers, employees, consultants and other personnel of the Corporation and its subsidiaries or affiliates, options to purchase Shares. As at the date hereof, there are 443,530 options outstanding under the Plan.

Under the Plan, the Board may from time to time grant to directors, officers, employees and consultants of the Corporation, as the Board shall designate, options to purchase from the Corporation such number of its Shares as the Board shall designate.

The following information is a brief description of the Plan:

1.The Board shall establish the exercise price at the time each option is granted, subject to the following conditions: 

(a)subject to a minimum price of $0.10 per Share and section (b) below, the exercise price of an option may not be less than the closing market price of the Shares on the trading day immediately preceding the date of grant of the option, less any applicable discount allowed by the CSE; and 

(b)if any options are granted within 90 days of a public distribution by prospectus, then the minimum exercise price shall be the greater of that specified in section (a) above and the price per Share paid by investors for Shares acquired under the public distribution. The 90 day period shall commence on the date the Corporation is issued a final receipt for the prospectus. 

2.Upon expiry of an option, or in the event an option is otherwise terminated for any reason without having been exercised in full, the number of Shares in respect of the expired or terminated option shall again be available for a grant under the Plan. 

3.No option granted under the Plan may have an expiry date exceeding five years from the date on which the option is granted. 

4.Options granted to any one individual in any 12 month period cannot exceed more than 5% of the issued Shares. 

5.Options granted to any one consultant in any 12 month period cannot exceed more than 4% of the issued Shares. 

6.Options granted to any one person conducting investor relations activities in any 12 month period cannot exceed more than 2% of the issued Shares. 

7.If an option holder ceases to be engaged as a director, officer, employee or consultant of the Corporation (other than by reason of death), then any option granted to the holder that had vested and was exercisable on the date of termination will expire on the earlier of the expiry date and the date that is 90 days following the date that the holder ceases to be a director, officer, employee or consultant of the Corporation. 

8.If the engagement of an option holder engaged in investor relations activities is terminated, any option granted to such holder that was exercisable and had vested on the date of  

- 14 -

termination will be exercisable until the earlier of the expiry date and the date that is 30 days after the date of the termination.

9.If an option holder dies, the holder’s lawful personal representatives, heirs or executors may exercise any option granted to the holder that had vested and was exercisable on the date of death until the earlier of the expiry date and one year after the date of death of the holder. 

10.The Plan will be administered by the Board who will have the full authority and sole discretion to grant options under the Plan to any eligible party, including Board members. 

11.Options granted under the Plan shall not be assignable or transferable by an option holder. 

12.The Board may from time to time, subject to regulatory or stockholder approval, amend or revise the terms of the Plan. 

The Plan does not provide for any financial assistance or support agreement to be provided to the optionees by the Corporation to facilitate the purchase of securities as compensation.

The Plan provides that other terms and conditions may be attached to a particular option at the discretion of the Board.

Employment, Consulting and Management Agreements

On July 7, 2016, the Corporation entered into an executive employment agreement with Benjamin W. Mossman, the Corporation’s Chief Executive Officer, pursuant to which the Corporation engaged Mr. Mossman’s services on an ongoing basis beginning on August 1, 2016.  Pursuant to the agreement, the Corporation issued 400,000 shares of Common Stock to Mr. Mossman as a signing bonus on August 1, 2016, granted options to purchase 586,600 shares of Common Stock at a price of $0.20 per share (58,660 shares of Common Stock at a price of $2.00 per share on a post reverse split basis) for a period of five years and the Corporation agreed to pay Mr. Mossman an annual salary of $120,000.  On April 19, 2017, the Corporation entered into a new executive employment agreement with Mr. Mossman (the “Executive Employment Agreement”) to replace the prior agreement. The Executive Employment Agreement commenced on May 1, 2017. The Executive Employment Agreement also provides for an annual salary of $180,000 per year. Effective March 1, 2019, Mr. Mossman’s annual salary was changed to US$135,000 per year, the equivalent of $180,000 based on the prevailing exchange rate on the date of change. The Executive Employment Agreement provides that Mr. Mossman will, subject to the terms of the stock option plan and stock exchange policies, be granted options from time to time to maintain his right to purchase 5% of the Corporation’s issued and outstanding Common Stock. Mr. Mossman currently holds options to acquire 1,338,500 shares of Common Stock pursuant to the terms of the Executive Employment Agreement.

The Executive Employment Agreement, as amended April 16, 2018 includes compensation provisions for Mr. Mossman if there is a change of control, he is terminated without just cause, he resigns under circumstances contemplated in the Employment Agreement or he dies while in the Corporation’s employment. If there is a change of control and Mr. Mossman is terminated within one (1) year of the date of a change of control, he is entitled to a lump sum amount equal to three

- 15 -

(3) years of Mr. Mossman’s then applicable annual salary. If Mr. Mossman terminates his employment with us upon the occurrence of certain events, including a material adverse and fundamental change in his overall authority and responsibilities, Mr. Mossman will be entitled to a lump sum amount equal to three (3) months of Mr. Mossman’s then applicable annual salary.  If Mr. Mossman is otherwise terminated without just cause, Mr. Mossman will be entitled to an amount equal to three (3) months of Mr. Mossman’s then applicable annual salary and will also be entitled to maintain in effect, until the earliest of the expiration of 18 months from the date of termination and the death of Mr. Mossman, participation in certain of the Corporation’s benefit plans and stock option plans. If Mr. Mossman dies while employed by the Corporation, Mr. Mossman’s estate, subject to compliance with stock exchange requirements, the stock option plan, and the terms of the Executive Employment Agreement, will be entitled to continue Mr. Mossman’s participation in the Corporation’s stock option plan.

On April 17, 2018, the Corporation entered into a consulting services agreement (the “JPA Agreement”) with J. Proust & Associates (the “Consultant”), a private company owned by John G. Proust, a director of the Corporation. Pursuant to the terms of the JPA Agreement, the Consultant agreed to provide business advisory, finance, accounting, corporate administrative services and an office to the Corporation to maintain its continuous disclosure obligations and to comply with public listing requirements on the CSE in Canada (collectively, the “JPA Services”). The Consultant has provided the Corporation with personnel for the positions of Chief Financial Officer, treasurer, controller and corporate secretary. The term of the JPA Agreement was from April 17, 2018 to April 17, 2019.  In consideration for provision of the JPA Services, the Consultant is paid $7,100 per month plus GST. On December 13, 2018 the JPA Agreement was amended to provide that the term of the JPA Agreement would be for a period of twelve months commencing and continue thereafter on a month to month basis, unless earlier terminated in accordance with the terms of the JPA Agreement. The monthly fee was also increased to $15,000 effective January 1, 2019.

Oversight and Description of Director and NEO Compensation

The Board has not created or appointed a compensation committee given the Corporation’s current size and stage of development. All tasks related to developing and monitoring the Corporation’s approach to the compensation of NEOs and directors are performed by the members of the Board. The compensation of NEOs, directors and the Corporation’s employees or consultants, if any, is reviewed, recommended and approved by the Board without reference to any specific formula or criteria. NEOs that are also directors of the Corporation are involved in discussions relating to compensation, but disclose their interest in, and abstain from voting on, decisions relating to their respective compensation.

The overall objective of the Corporation’s compensation strategy is to offer short, medium and long-term compensation components to ensure that the Corporation has in place programs to attract, retain and develop management of the highest calibre, and has in place a process to provide for the orderly succession of management, including receipt on an annual basis of any recommendations of the CEO, if any, in this regard. The Corporation currently has a short term compensation component in place, which includes the accrual and/or payment of management fees to certain NEOs, and a long-term compensation component in place, which may include the grant of stock options under the Plan. The Corporation intends to further develop these compensation

- 16 -

components. Although it has not to date, the Board may in the future consider, on an annual basis, an award of bonuses to key executives and senior management. The amount and award of such bonuses is expected to be discretionary, depending on, among other factors, the financial performance of the Corporation and the position of the executive. The Board considers that the payment of such discretionary annual cash bonuses may satisfy the medium term compensation component.

The objectives of the Corporation’s compensation policies and procedures are to align the interests of the Corporation’s employees with the interests of the stockholders. Therefore, a significant portion of total compensation granted by the Corporation, being the grant of stock options, is based upon overall corporate performance. The Corporation relies on Board discussion without formal objectives, criteria and analysis, when determining executive compensation. There are currently no formal performance goals or similar conditions that must be satisfied in connection with the payment of executive compensation.

Pension Plan Benefits

The Corporation does not have any pension plans that provide for payments or benefits to NEOs or directors at, following, or in connection with retirement, including any defined benefits plan or any defined contribution plan. The Corporation does not have a deferred compensation plan with respect to any NEO or director.

- 17 -

CORPORATE GOVERNANCE

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the stockholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with day-to-day management of the Corporation.

Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”) the Corporation is required to disclose its corporate governance practices, as summarized below. The Board will monitor such practices on an ongoing basis and when necessary implement such additional practices as it deems appropriate.

National Policy 58-201 Corporate Governance Guidelines establishes corporate governance guidelines to be used by issuers in developing their own corporate governance practices. The Board is committed to sound corporate governance practices, which are both in the interest of its stockholders and contribute to effective and efficient decision making.

Board of Directors

The Board presently has five directors: Benjamin W. Mossman, Thomas I. Vehrs, John G. Proust, Murray Flanigan and Lawrence Lepard. Thomas I. Vehrs, Murray Flanigan and Lawrence Lepard are independent. Benjamin W. Mossman is not independent as he is the CEO of the Corporation. John G. Proust is not independent as J. Proust & Associates, a company owned by Mr. Proust, provides consulting services to the Corporation.

The definition of independence used by the Corporation is that used in Nasdaq Listing Rule 5605(a)(2), which provides that an “independent director” is a person other than an executive officer or employee of the Corporation or any other individual having a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Nasdaq listing rules provide that a director of a company cannot be considered independent if:

·the director is, or at any time during the past three years was, an employee of the company; 

·the director or a family member of the director accepted any compensation from the company in excess of US$120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service); 

·a family member of the director is, or at any time during the past three years was, an executive officer of the company; 

·the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or US$200,000, whichever is greater (subject to certain exclusions); 

- 18 -

·the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or 

·the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit. 

The Board believes that the principal objective of the Corporation is to generate economic returns with the goal of maximizing stockholder value, and that this is to be accomplished by the Board through its stewardship of the Corporation. In fulfilling its stewardship function, the Board’s responsibilities include strategic planning, appointing and overseeing management, succession planning, risk identification and overseeing financial and corporate issues. Directors are involved in the supervision of management.

The Corporation has not developed written position descriptions for the CEO and the CFO. Pursuant to Chapter 78 of the Nevada Revised Statutes, directors must declare any interest in a material contract or transaction or a proposed material contract or transaction.

Orientation and Continuing Education

Each new director of the Corporation is briefed about the nature of the Corporation’s business, its corporate strategy and current issues within the Corporation. New directors will be encouraged to review the Corporation’s public disclosure records as filed on the System for Electronic Document Analysis and Retrieval (SEDAR) in Canada at www.sedar.com and as filed on the Electronic Data Gathering, Analysis and Retrieval (EDGAR) system in the United States at www.sec.gov. Directors are also provided with access to management to better understand the operations of the

- 19 -

Corporation, and to the Corporation’s legal counsel to discuss their legal obligations as directors of the Corporation.

Ethical Business Conduct

During the Corporation’s financial year ended July 31, 2008, the Board adopted a written Code of Ethics within the meaning of Item 406(b) of Regulation S-K under the United States Securities Act of 1933, as amended. The Code of Ethics, a copy of which has been filed on SEDAR, obligates the Corporation’s directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without the Corporation’s consent.

The Board is also required to comply with the conflict of interest provisions of relevant corporate and securities legislation in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest.

Nomination of Directors

The Corporation does not have a formal process or committee for proposing new nominees for election to the Board. Management is in contact with individuals involved in the mineral exploration sector, and in the event that the Corporation requires any new directors, such individuals will be brought to the attention of the Board. The Corporation will conduct reference and background checks on suitable candidates. New nominees generally must have a track record in business management, areas of strategic interest to the Corporation, the ability to devote the time required to carry out the obligations and responsibilities of a director and a willingness to serve in that capacity.

Compensation

At present, the Board as a whole determines the compensation of the CEO and CFO of the Corporation and does so with reference to industry standards and the financial situation of the Corporation. The Board has the sole responsibility for determining the compensation of the directors of the Corporation. The Corporation currently pays directors’ fees to its directors who are not also NEOs for their services. Given the Corporation’s size, limited operating history and lack of revenues, the Board does not plan to form a compensation committee to monitor and review the salary and benefits of the executive officers of the Corporation at the present time. The Board will carry out these functions until such time as it deems the formation of a compensation committee is warranted.

Other Board Committees

The Board has not established any committees other than the audit committee (the “Audit Committee”).

- 20 -

Assessments

Neither the Corporation nor the Board has developed a formal review system to assess the performance of the directors or the Board as a whole. The contributions of individual directors are monitored by other members of the Board on an informal basis through observation.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

General

The Audit Committee is a standing committee of the Board, the primary function of which is to assist the Board in fulfilling its financial oversight responsibilities, which will include monitoring the quality and integrity of the Corporation’s financial statements and the independence and performance of the Corporation’s external auditor, acting as a liaison between the Board and the Corporation’s external auditor, reviewing the financial information that will be publicly disclosed and reviewing all audit processes and the systems of internal controls management and the Board have established.

Audit Committee Charter

The Board has adopted an Audit Committee Charter, which sets out the Audit Committee’s mandate, organization, powers and responsibilities. The Audit Committee Charter is attached as Schedule “A” to this Information Circular.

Composition

As at the date of this Information Circular, the Audit Committee is comprised of three directors: Thomas I. Vehrs, John G. Proust, and Murray Flanigan.

National Instrument 52-110 Audit Committees (“NI 52-110”) provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with a company, which could, in the view of that company’s board of directors, reasonably interfere with the exercise of the member’s independent judgment. Two of the members of the presently constituted Audit Committee, namely Thomas I. Vehrs and Murray Flanigan, meet the definition of independence provided in NI 52-110.

Relevant Education and Experience

NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements. All of the members of the Audit Committee are financially literate.

Thomas I. Vehrs has been associated with Canadian junior mining companies for over twenty years, having served both in officer and director positions. His statistical work as a geologist and his years of financial statement review in his capacity as an officer and director of various

- 21 -

companies give him the experience and insight needed to discharge his duties as an Audit Committee member.

John G. Proust has held senior positions and served on the boards of many private and TSX-V/CSE listed companies, including those in the mining industry. This experience has provided Mr. Proust with an understanding of the accounting principles used by the Corporation to prepare its financial statements and to analyze or evaluate the Corporation’s financial statements. Mr. Proust has served on audit committees for public companies of which he is and has been a director.

Murray Flanigan is a management consultant providing financial advisory services to a number of public and private oil and gas, mining and technology companies in North America and abroad. Mr. Flanigan is a Chartered Professional Accountant and a Chartered Financial Analyst with expertise in corporate finance, mergers and acquisitions, international taxation, risk management, banking, treasury, corporate restructuring and accounting, and has served as chief financial officer for various public and private companies. Mr. Flanigan also serves on the audit committee of other reporting issuers.

Audit Committee Oversight

Since the commencement of the Corporation’s most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Reliance on Certain Exemptions

Since the commencement of the Corporation’s most recently completed financial year, the Corporation has not relied on the exemptions in Sections 2.4, 6.1.1(4), 6.1.1(5), or 6.1.1(6) or Part 8 of NI 52-110. Section 2.4 (De Minimis Non-audit Services) provides an exemption from the requirement that the Audit Committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the financial year in which the non-audit services were provided. Sections 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer), 6.1.1(5) (Events Outside Control of Member) and 6.1.1(6) (Death, Incapacity or Resignation) provide exemptions from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of the Corporation or of an affiliate of the Corporation. Part 8 (Exemptions) permits a company to apply to a securities regulatory authority or regulator for an exemption from the requirements of National Instrument 52-110 in whole or in part.

Pre-Approval Policies and Procedures

The Audit Committee Charter provides that the Audit Committee will pre-approve all non-audit services to be provided by the Corporation’s external auditor.

- 22 -

(1)Represents aggregate fees billed by the Corporation’s auditor for audit fees.  

(2)Represents aggregate fees billed for assurance and related services by the Corporation’s auditor that are reasonably related to the performance of the audit or review of the Corporation’s financial statements and are not disclosed in the “Audit Fees” row.  

(3)Represents aggregate fees billed for professional services rendered by the Corporation’s auditor for tax compliance, tax advice and tax planning. 

(4)Represents aggregate fees billed for professional services other than those listed in the other three rows. 

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

No current or former director, executive officer, proposed nominee for election to the board of directors, or associate of such persons is, or at any time since the beginning of the most recently completed financial year has been, indebted to the Corporation or any of its subsidiaries. No indebtedness of current or former director, executive officer, proposed nominee for election to the board of directors, or associate of such persons is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed herein, no:

(a)director, proposed director or executive officer of the Corporation; 

(b)person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of the Corporation or a combination of both, carrying more than 10% of the voting rights attached to all outstanding voting securities of the Corporation; 

(c)associate or affiliate of any of the foregoing person or company; and 

(d)director or executive officer of the foregoing person or company, 

has had any material interest, direct or indirect, in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which has

- 23 -

materially affected or would materially affect the Corporation, except for any interest arising from the ownership of securities of the Corporation where such person or company receives no extra or special benefit or advantage not shared on a proportionate basis by all holders of the same class of securities.

APPOINTMENT OF AUDITOR

At the Meeting, stockholders will be asked to pass an ordinary resolution appointing Davidson & Company LLP, Chartered Professional Accountants, as the auditor of the Corporation until the next annual meeting of stockholders and to authorize the directors of the Corporation to fix the remuneration to be paid to the auditor. An ordinary resolution needs to be passed by a simple majority of the votes cast by the stockholders present in person or represented by proxy and entitled to vote at the Meeting.

Management recommends that stockholders vote FOR the foregoing appointment and authorization.

MANAGEMENT CONTRACTS

There are no management functions of the Corporation which are to any substantial degree performed by a person or company other than the directors or executive officers (or private companies controlled by them, either directly or indirectly) of the Corporation.

ADDITIONAL INFORMATION

Additional information with respect to the Corporation is available on the SEDAR website at www.sedar.com. You may request copies of the Corporation’s financial statements and management discussion and analysis by completing the request card included with the Meeting Materials, in accordance with the instructions therein. Financial information is provided in the Corporation’s financial statements and management discussion and analysis for its most recently completed financial year, which are available on SEDAR.

DATED: May 26, 2021.

By Order of the Board of Directors of

RISE GOLD CORP.

Benjamin W. Mossman
Chief Executive Officer

- A1 -

RISE GOLD CORP.
(the “Company”)

- A2 -

Roles and Responsibilities

The roles and responsibilities of the Audit Committee include the following:

External Auditor

The Audit Committee will:

(a)Selection of Auditor.  Select, evaluate and recommend the Auditor to the Board for shareholder approval, to examine the Company’s accounts, controls and financial statements. 

(b)Scope of Work.  Evaluate, prior to the annual audit of the Company’s financial statements, the scope and general extent of the Auditor’s review, including the Auditor’s engagement letter. 

(c)Compensation.  Recommend to the Board the compensation to be paid to the Auditor.  

(d)Replacement of Auditor.  If necessary, recommend the replacement of the Auditor to the Board. 

(e)Approve Non-Audit Related Services.  Pre-approve all non-audit services to be provided by the Auditor to the Company. 

(f)Responsibility for Oversight.  Oversee the work of the Auditor, who must report directly to the Audit Committee. 

(g)Resolution of Disputes.  Assist with resolving any disputes between management and the Auditor regarding financial reporting.