Current Report Filing (8-k)
December 17 2019 - 6:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 16, 2019
RISE
GOLD CORP.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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000-53848
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30-0692325
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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650
– 669 Howe Street
Vancouver,
British Columbia
Canada
(Address
of principal executive offices)
V6C
0B4
(Zip
Code)
Registrants
telephone number, including area code: (604) 260-4577
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the exchange Act (17 CFR 240.13e -4)
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of exchange on which registered
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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company þ
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item
3.03
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Material
Modifications to Rights of Security Holders
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On
December 16, 2019, a 1-for-10 reverse split (consolidation) of the Companys authorized and issued shares of common stock
(the Reverse Split) became effective at 12:01 a.m. in accordance with Nevada law (NRS Section 78.207). Thus,
the consolidation was effective at the commencement of trading on December 16, 2019 on both the Canadian Securities Exchange (the
CSE) in Canada under the symbol RISE and on the OTCQB in the United States under the symbol RYES
(there was no name change or ticker symbol change in connection with the Reverse Split). The new CUSIP and ISIN are 76760M200
and US76760M2008, respectively.
The
Reverse Split affects all issued and outstanding shares of the Companys common stock and has resulted in each outstanding
ten pre-split shares of common stock automatically combining into one new share of common stock. The Reverse Split did not impact
any shareholders percentage ownership of the Company or voting power, except for the minimal effects resulting from the
treatment of fractional shares. As a result of the Reverse Split, the total number of outstanding shares of common stock was reduced
from approximately 220.5 million to approximately 22 million shares, and the authorized number of shares of common stock was also
proportionately decreased from 400 million to 40 million shares. No fractional shares were issued
as a result of the Reverse Split, as any fractional shares resulting from the Reverse Split were rounded up to the nearest whole
share on a per shareholder basis. The par value of the common stock was unchanged by the Reverse Split and remains
$0.001 per share.
Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
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The
Reverse Split described in Item 3.03 above became effective on December 16, 2019 pursuant to a Certificate of Change filed by
the Company with the Nevada Secretary of State. The Certificate of Change had the effect of amending the number of authorized
and issued shares in the Companys articles of incorporation, as described above in Item 3.03, the description of which
is incorporated by reference in this Item 5.03.
Item
9.01
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Financial
Statements and Exhibits
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Exhibit
No.
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Description
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99.1
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Press release dated December 16, 2019
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date:
December 16, 2019
RISE
GOLD CORP.
/s/ Benjamin Mossman
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Benjamin Mossman
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Chief Executive Officer
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Rise Gold (QX) (USOTC:RYES)
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