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RISE GOLD CORP.
Date Filed :
May 01, 2024
View Exhibits
SEC FORM 4
SEC Form 4
FORM 4
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response:
0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person
*
Oliver Daniel Jr
(Last)
(First)
(Middle)
713 SILVERMINE ROAD
(Street)
NEW CANAAN
CT
06840
(City)
(State)
(Zip)
2. Issuer Name
and
Ticker or Trading Symbol
Rise Gold Corp.
[
RYES
]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X
Director
X
10% Owner
Officer (give title below)
Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)
2. Transaction Date (Month/Day/Year)
2A. Deemed Execution Date, if any (Month/Day/Year)
3. Transaction Code (Instr. 8)
4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code
V
Amount
(A) or (D)
Price
Common Stock
04/29/2024
P
180,000
A
$
0.095
318,888
D
Common Stock
04/29/2024
P
2,105,263
A
$
0.095
2,105,263
I
By Eridanus Capital, LLC
Common Stock
7,172,849
I
By Myrmikan Gold Fund, LLC
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)
2. Conversion or Exercise Price of Derivative Security
3. Transaction Date (Month/Day/Year)
3A. Deemed Execution Date, if any (Month/Day/Year)
4. Transaction Code (Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date (Month/Day/Year)
7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
8. Price of Derivative Security (Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code
V
(A)
(D)
Date Exercisable
Expiration Date
Title
Amount or Number of Shares
Options
$
0.25
12/12/2023
12/12/2028
Common Stock
200,000
200,000
D
Options
$
0.26
09/22/2023
09/22/2028
Common Stock
94,070
94,070
D
Warrants
$
0.158
04/29/2024
P
90,000
04/29/2024
(2)
04/29/2027
Common Stock
90,000
$
0.00
90,000
D
Warrants
$
0.6
02/17/2023
(2)
02/17/2025
Common Stock
115,000
115,000
D
Warrants
$
1
11/01/2019
(2)
09/09/2024
Common Stock
374,000
374,000
D
Warrants
$
0.158
04/29/2024
P
1,052,631
04/29/2024
(4)
04/29/2027
Common Stock
1,052,631
$
0.00
1,052,531
I
By Eridanus Capital, LLC
Warrants
$
0.158
04/09/2024
(3)
04/09/2027
Common Stock
1,350,000
1,350,000
I
By Myrmikan Gold Fund, LLC
Warrants
$
0.26
12/07/2023
(3)
12/07/2025
Common Stock
140,000
140,000
I
By Myrmikan Gold Fund, LLC
Warrants
$
0.26
11/07/2023
(3)
11/07/2025
Common Stock
750,000
750,000
I
By Myrmikan Gold Fund, LLC
Warrants
$
0.6
01/31/2023
(3)
01/31/2025
Common Stock
187,500
187,500
I
By Myrmikan Gold Fund, LLC
Warrants
$
1
07/31/2020
(3)
07/31/2024
Common Stock
173,334
173,334
I
By Myrmikan Gold Fund, LLC
Warrants
$
1
(1)
08/19/2019
(3)
08/19/2024
Common Stock
85,000
85,000
I
By Myrmikan Gold Fund, LLC
1. Name and Address of Reporting Person
*
Oliver Daniel Jr
(Last)
(First)
(Middle)
713 SILVERMINE ROAD
(Street)
NEW CANAAN
CT
06840
(City)
(State)
(Zip)
Relationship of Reporting Person(s) to Issuer
X
Director
X
10% Owner
Officer (give title below)
Other (specify below)
1. Name and Address of Reporting Person
*
Myrmikan Gold Fund, LLC
(Last)
(First)
(Middle)
713 SILVERMINE ROAD
(Street)
NEW CANAAN
CT
06840
(City)
(State)
(Zip)
Relationship of Reporting Person(s) to Issuer
Director
X
10% Owner
Officer (give title below)
Other (specify below)
1. Name and Address of Reporting Person
*
Myrmikan Capital, LLC
(Last)
(First)
(Middle)
713 SILVERMINE ROAD
(Street)
NEW CANAAN
CT
06840
(City)
(State)
(Zip)
Relationship of Reporting Person(s) to Issuer
Director
X
10% Owner
Officer (give title below)
Other (specify below)
Explanation of Responses:
1. Represents a price in Canadian dollars.
2. The holder and the issuer have entered into a warrant standstill agreement dated 4-9-24, as amended on April 29, 2024, pursuant to which the holder has agreed not to exercise these warrants. The agreement will remain in effect until terminated upon 61 days' written notice to the issuer from the holder. On that basis, the holder does not beneficially own the common shares underlying the warrants, as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended.
3. The holder and the issuer have entered into a warrant standstill agreement dated 4-9-24, pursuant to which the holder has agreed not to exercise these warrants. The agreement will remain in effect until terminated upon 61 days' written notice to the issuer from the holder. On that basis, the holder does not beneficially own the common shares underlying the warrants, as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended.
4. The holder and the issuer have entered into a warrant standstill agreement dated 4-29-24, pursuant to which the holder has agreed not to exercise these warrants. The agreement will remain in effect until terminated upon 61 days' written notice to the issuer from the holder. On that basis, the holder does not beneficially own the common shares underlying the warrants, as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended.
Remarks:
As the Manager of Myrmikan Gold Fund, LLC, Myrmikan Capital, LLC shares beneficial ownership over all securities beneficially owned by Myrmikan Gold Fund, LLC.
/s/ Daniel Oliver
05/01/2024
/s/ Daniel Oliver, as Manager of Myrmikan Capital, LLC, the Manager of Myrmikan Gold Fund, LLC
05/01/2024
/s/ Daniel Oliver, Manager of Myrmikan Capital, LLC
05/01/2024
** Signature of Reporting Person
Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person,
see
Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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