*Does not include 1,840,000 shares of common stock beneficially owned by the reporting person
’
s spouse, Tessa Brinkman. The reporting person disclaims beneficial ownership of such shares, which are comprised of 920,000 shares of common stock owned solely in Ms. Brinkman’s name and 920,000 shares of common stock that she may acquire upon exercise of warrants that she holds solely in her name.
** Based on a total of 116,105,982 shares of common stock outstanding on April 18, 2018.
Item 1.
Security and Issuer.
The name of the issuer is Rise Gold Corp., a British Columbia corporation (“Issuer”), which has its principal executive offices at Suite 650, 669 Howe Street, Vancouver, British Columbia, Canada V6C 0B4. This report relates to the Issuer’s class of common stock without par value (“Common Stock”).
Item 2.
Identity and Background.
(a):
The reporting person is Benjamin Mossman.
(b):
Mr. Mossman’s business address is Suite 650, 669 Howe Street, Vancouver, British Columbia, Canada V6C 0B4.
(c):
Mr. Mossman serves as the Chief Executive Officer and President and a Director of the Issuer.
(d):
During the last five years, the reporting person was not convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e):
During the last five years, the reporting person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in his being subject, either currently or in the past, to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f):
The reporting person is a citizen of Canada.
Item 3.
Source and Amount of Funds or Other Consideration.
On April 18, 2018, the Issuer granted options (the “Options”) to the reporting person to purchase 2,631,000 shares of the common stock of the Issuer (“Common Stock”) pursuant to the terms of an Executive Employment Agreement between the Issuer and the reporting person dated April 19, 2017, as amended on April 16, 2018 (the “Executive Employment Agreement”). The reporting person did not give any separate consideration for the grant of the options.
Item 4.
Purpose of Transaction.
As described in Item 3, the Issuer granted the Options to the reporting person pursuant to a provision of the Executive Employment Agreement stating that the Issuer will, subject to the terms of the Issuer’s stock option plan (the “Plan”) and policies of the stock exchange on which the Issuer’s Common Stock is listed for trading (the “Exchange”), grant options to the reporting person from time to time to maintain his right to purchase 5% of the Issuer’s issued and outstanding Common Stock. All options to be granted pursuant to this provision of the Executive Employment Agreement are required to have an exercise price per share equal to the closing market price of the Issuer’s Common Stock on the day prior to the date of the grant, be fully vested upon issue, with expiry terms as determined by the Board of Directors and in accordance with the provision of the Plan, rules of the Exchange and any relevant stock option agreements governing the options.
As of the date hereof, and except as otherwise disclosed herein,
the reporting person does not have any plans or proposals which relate to or would result in:
(a)
The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b)
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c)
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d)
Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e)
Any material change in the present capitalization or dividend policy of the Issuer;
(f)
Any other material change in the Issuer's business or corporate structure;
(g)
Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person;
(h)
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i)
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or
(j)
Any action similar to any of those enumerated above.
Item 5.
Interest in Securities of the Issuer.
(a)
As of the date of this report, the reporting person beneficially owned a total of 6,074,142 shares of Common Stock of the Issuer, which is 5% of the class of Common Stock, as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934. The Common Stock beneficially owned includes 714,000 shares of Common Stock issued and outstanding and an additional 5,360,142 shares of Common Stock underlying currently exercisable options. Rule 13d-3 provides, in part, that shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option or warrant) within 60 days. In computing the percentage ownership of any person under Rule 13d-3, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of the person does not necessarily reflect a person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding. According to the Issuer’s most recent quarterly or annual report, which was filed with the Securities and Exchange Commission on March 16, 2018, the Issuer had 80,944,982 shares of Common Stock issued and outstanding. According to a Form 8-K report filed by the Issuer on April 20, 2018, the Issuer issued an additional 35,161,000 shares of
Common Stock in a private placement on April 18, 2018, which resulted in a total of 116,105,982 shares of Common Stock being outstanding on April 18, 2018.
(b)
The reporting person has sole voting and dispositive power with respect to the securities of the Issuer beneficially owned by him.
(c)
The reporting person also acquired the following additional shares of Common Stock of the Issuer in open market purchases during the sixty days prior to April 18, 2018:
Price per
Share (in
Number
Canadian
Date
of Shares
dollars)
2-28-18
64,000
$0.108
3-1-18
50,000
$0.125
(d)
No person other than the reporting person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the reporting person.
(e)
Item 5(e) is not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The information required by this Item 6 is provided in Items 3 and 4 of this report.
Item 7.
Material to be Filed as Exhibits.
The following documents are filed herewith as exhibits.
Exhibit
No.
Title
1
Executive Employment Agreement between Rise Gold Corp. and Benjamin Mossman dated as of April 19, 2017 (the “Executive Employment Agreement”)
2
Amendment Agreement dated as of April 16, 2018 amending the Executive Employment Agreement
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this report is true, complete and correct.
Dated: June 20, 2018
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/s/ Benjamin Mossman
Benjamin Mossman
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