*Does not include 920,000 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 owned solely in Ms. Brinkman’s name
** Based on a total of 220,459,647 shares of common stock outstanding on August 29, 2019.
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, whose address is disclosed in Item 1.
(d):
Except as described below, during the last five years the reporting person was not convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
The reporting person is a former director and officer of Banks Island Gold Ltd. (“Banks”), a company formerly listed on the TSX Venture Exchange. The reporting person, 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 the reporting person not guilty and acquitted of all charges specifically related to alleged pollution under the Fisheries and Water Act. He was acquitted of all but two minor offences under the EMA, for which the court imposed a $15,000 global fine against the reporting person. 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 and Defense Counsel for the reporting person both filed appeals regarding certain of the original determinations as they relate to the reporting person.
The summary conviction appeal was heard by the BC Supreme Court from May 6 to May 9, 2019. The parties expect the court to issue its decision in the fall of 2019.
In a second trial, the Crown charged the reporting person 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 has been filed by the Crown, nor is one expected.
(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 August 21, 2019, the Issuer granted options (the “Options”) to the reporting person to purchase 4,612,840 shares of the 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 13,058,411 shares of Common Stock of the Issuer, which is 5.6% 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 1,628,286 shares of Common Stock issued and outstanding, 457,143 shares of Common Stock underlying currently exercisable warrants to buy Common Stock, and 10,972,982 shares of Common Stock underlying currently exercisable options to buy Common Stock. 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 actually outstanding. The Issuer currently has a total of 220,459,647 shares of Common Stock outstanding.
(b)
The reporting person has sole voting and dispositive power with respect to the securities of the Issuer beneficially owned by him.
(c)
During the last 60 days, the reporting person also acquired other equity securities of the Issuer, as described below:
On July 3, 2019, the reporting person purchased 714,286 units from the Issuer at a price of C$0.07 per unit. Each unit consisted of one share of Common Stock (making a total of 714,286 shares of Common Stock) and one-half of one share purchase warrant (making a total of 357,143 warrants). Each whole warrant entitles the reporting person to acquire one additional share of Common Stock at an exercise price of C$0.10 until July 3, 2022.
(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 Executive Employment Agreement, as amended, is incorporated herein by reference from Exhibit 10.9 to the Issuer’s Form S-1 registration statement no. 333-220338 filed
on September 5, 2017, and from Exhibit 10.13 to the Issuer’s Form S-1 registration statement no. 333-225267 filed on May 29, 2018.
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: September 3, 2019
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/s/ Benjamin Mossman
Benjamin Mossman
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