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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): May 2, 2024

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 3.02 Unregistered Sales of Securities

On May 2, 2024, Rise Gold Corp. announced the grant of 1,004,479 stock options to directors and an officer of the Corporation pursuant to the terms of the Corporation's Stock Option Plan. The stock options are exercisable at a price of US$0.17 per share until May 1, 2029.

The Corporation granted the options in reliance on the private offering exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. 

Item 5.02 Compensatory Arrangements of Certain Officers

(e) The disclosure provided in Item 3.02 above is incorporated in this Item 5.02(e) by reference.

Of the total 1,004,479 stock options granted by the Corporation on May 1, 2024, the Corporation granted 412,241 stock options to Joseph Mullin, who serves as the Corporation's President and Chief Executive Officer.

Additional information is provided in the news release, a copy of which is included as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

Exhibit
No.
Description
   
99.1 Press release dated May 2, 2024
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


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:  May 2, 2024

RISE GOLD CORP.

/s/ Joseph Mullin
Joseph Mullin
President and CEO



ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EXHIBIT 99.1

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