false
2023-01-27
0001424864
Rise Gold Corp.
0001424864
2023-01-27
2023-01-27
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):
January 27, 2023
RISE GOLD CORP.
(Exact name of registrant as specified in its charter)
|
Nevada
|
000-53848
|
30-0692325
|
| (State or other jurisdiction |
(Commission |
(IRS Employer |
| of incorporation) |
File Number) |
Identification No.) |
650-669 Howe Street
Vancouver, British Columbia, Canada
V6C 0B4
(Address of principal executive offices) (ZIP Code)
Registrant’s 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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbols |
|
Name of each exchange on which registered |
| N/A |
|
N/A |
|
N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
Emerging growth company ☑
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. ☐
Item 1.01 Entry into a Material Definitive Agreement
As announced on September 3, 2019, Rise Gold Corp. (the "Corporation"), through its wholly owned subsidiary Rise Grass Valley, had entered into a loan agreement to borrow US$1 million of secured debt financing from Eridanus Capital, LLC (the "Lender").
On February 21, 2023, the Corporation announced that it has finalized a renegotiated debt agreement with Eridanus Capital LLC ("Eridanus") as previously announced in its January 27, 2023 news release. The Corporation has agreed to pay US$250,000 to Eridanus to reduce the outstanding loan and to issue 575,000 share purchase warrants (the "Eridanus Warrants") to Eridanus. The maturity date of the loan has been extended by one year to September 4, 2024 and the interest rate has been reduced to 15% for a period of 12 months following the date of issuance of the Eridanus Warrants. Each Eridanus Warrant entitles the holder to acquire one share of the Corporation's common stock at an exercise price of US$0.60 for a period of two years from the date of issuance. The Eridanus Warrants and any shares acquired upon exercise of the Eridanus Warrants will be subject to statutory hold periods in accordance with applicable United States and Canadian securities laws. The original terms of the loan were disclosed in a current report on Form 8-K filed by the Corporation on September 4, 2019.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The disclosure provided under Item 1.01 above is incorporated by reference in this Item 2.03.
Item 3.02 Unregistered Sales of Securities
As consideration for extending the Loan described above under Item 1.01, the Corporation issued 575,000 Warrants to Eridanus. The disclosure provided under Item 1.01 above is incorporated by reference in this Item 3.02. The Corporation issued the Eridanus Warrants and offered the underlying shares of common stock to the Lender in a private transaction in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits
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: February 21, 2023
RISE GOLD CORP.
/s/ Benjamin Mossman
Benjamin Mossman
President, CEO and Director