Attached files
| file | filename |
|---|---|
| EX-99.1 - Rise Gold Corp. | ex991.htm |
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): September 21, 2020
RISE GOLD CORP.
(Exact Name of Registrant as Specified in Charter)
Nevada |
| 000-53848 |
| 30-0692325 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
650 – 669 Hothe Corporation Street
Vancouver, British Columbia
Canada
(Address of principal executive offices)
V6C 0B4
(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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of exchange on which registered |
N/A |
| N/A |
| 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. q
Item 3.02Unregistered Sales of Equity Securities
On September 21, 2020, Rise Gold Corp. (the “Corporation”) completed the non-brokered private placement (the “Placement”) that was previously announced on August 8, 2020, having raised a total of US$250,000 through the issuance of 333,333 units (each a “Unit”) at a price of US$0.75 per Unit (CDN$1.02 per Unit), with each Unit comprising one share of common stock (a “Share”) and one-half of one share purchase warrant (the “Offering”). Each whole warrant (a “Warrant”) entitles the holder to acquire one Share at an exercise price of US$1.00 until September 21, 2022.
The Corporation issued the shares and warrants underlying the Units in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder. The Corporation’s reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the investor provided us with written representations regarding its investment intent and status as an accredited investor and that neither the Corporation nor anyone acting on the Corporation’s behalf engaged in any general advertising or general solicitation.
Item 9.01 Financial Statements and Exhibits
Exhibit
No.Description
99.1Press release dated September 22, 2020
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:September 22, 2020
RISE GOLD CORP.
/s/ Benjamin Mossman
Benjamin Mossman
Chief Executive Officer