UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant☒ [x]

Filed by a Party other than the Registrant☐ [  ]

Check the appropriate box:

☐

[  ] Preliminary Proxy Statement

☐[  ] Confidential, for Use of the Commission onlyOnly (as permitted by Rule 14a-6(e)(2))

☒[x] Definitive Proxy Statement

☐[  ] Definitive Additional Materials

☐[  ] Soliciting Material Pursuant to §240.14a-12under §240.14a -12

RISE GOLD CORP.
Rise Gold Corp.

(Name of Registrant Asas Specified In Itsin its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

[x] No fee required.

☐

[  ] Fee computed on table below per Exchange Act Rules 14c-5(g)14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

☐

[  ] Fee paid previously with preliminary materials.

☐

[  ] Check box if any part of the fee isif offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

RISE GOLD CORP.

Suite 488, 1090 West Georgia650 – 669 Howe Street

Vancouver, BC V6E 3V7V6C 0B4

T: 604.687.7130604.260.4577

NOTICE OF ANNUAL GENERAL MEETING

TO THE STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of stockholders of Rise Gold Corp. (the “Corporation”) will be held at the offices of the Corporation, Suite 488, 1090 West Georgia650 – 669 Howe Street, Vancouver, British Columbia, V6E 3V7,V6C 0B4, on Tuesday, January 23, 2018,Thursday, June 27, 2019, at 11:10:00 a.m. (Vancouver time) for the following purposes:

1.

to receive the audited financial statements of the Corporation for the fiscal year ended July 31, 2017,2018, and the accompanying report of the auditors;

2.

to fix the number of directors to be elected at the Meeting at four;

3.

to elect Benjamin Mossman, Cale Thomas, Alan Edwards, Thomas Vehrs and John Anderson as directors to hold office until the next annual general meeting of the Corporation;

3.4.

to appointre-appoint Davidson & Company LLP, Chartered Professional Accountants, as the auditor of the Corporation foruntil the fiscal year ending July 31, 2018next annual meeting of stockholders and to authorize the directors of the Corporation to fix the remuneration to be paid to the auditor; and

4.5.

to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.

The accompanying information circular (the “Information Circular”) provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice of Meeting.

The board of directors of the Corporation has fixed December 18, 2017May 24, 2019 as the record date for the determination of stockholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof.  Each registered stockholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the Information Circular.

2

If you are a registered stockholder of the Corporation and unable to attend the Meeting in person, please vote by proxy by following the instructions provided in the accompanying form of proxy at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of the Meeting or any adjournment or postponement thereof.

If you are a non-registered stockholder of the Corporation and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, or a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under theIncome Tax Act(Canada), or a nominee of any of the foregoing that holds your securities on your behalf (each, an “Intermediary”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Vancouver, British Columbia, this 18th24th day of December, 2017.May 2019.

By Order of the Board of Directors of

RISE GOLD CORP.

“Cale Thomas”/s/ Benjamin Mossman

Cale Thomas

Benjamin Mossman
Chief FinancialExecutive Officer Treasurer, Secretary, Director

PLEASE VOTE.  YOUR VOTE IS IMPORTANT.  WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE VOTE BY PROXY BY FOLLOWING THE INSTRUCTIONS PROVIDED IN THE ACCOMPANYING PROXY.

SCHEDULE 14A INFORMATION

Item 1.  Date, Time and Place Information.

See the “Introduction” section in the Information Circular.

The Corporation anticipates that the Information Circular and form of proxy will first be sent or given to stockholders on June 6, 2019.

Item 2.  Revocability of Proxy.

See the “Appointment and Revocation of Proxy” section in the Information Circular.

Item 3.  Dissenters’ Right of Appraisal.

Not applicable.

Item 4.  Persons Making the Solicitation.

See the “Introduction” and “Solicitation of Proxies” sections in the Information Circular.

Item 5.  Interest of Certain Persons in Matters to be Acted Upon.

See the “Interest of Certain Persons in Matters to be Acted Upon” section in the Information Circular.

Item 6.  Voting Securities and Principal Holders Thereof.

See the “Voting Securities and Principal Holders Thereof” and “Election of Directors” sections of the Information Circular.  As a group, all officers and directors of the Corporation beneficially own 6,193,739 shares of the Corporation’s common stock, or 7.83% of the issued and outstanding shares calculated as described below, as of the date of this proxy statement.

In addition, theThe following table sets forth certain information regarding the Corporation’s common stock beneficially owned as of December 18, 2017May 24, 2019 for (1) each stockholder known to be the beneficial owner of 5% or more of the Corporation’s outstanding shares of common stock, excluding(2) the Corporation’s Named Executive Officers (as defined herein) and directors, and all current executive officers and directors.directors as a group.  A person is considered to beneficially own any shares over which such person, directly or indirectly, exercises sole or shared voting or investment power, or over which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants or otherwise.  Unless otherwise indicated, voting and investment power relating to the shares shown in the table is exercised solely by the beneficial owner thereof. Except as otherwise disclosed in the table below, the address of persons listed below is c/o Rise Gold Corp., Suite 650 – 669 Howe Street, Vancouver, British Columbia V6C 0B4. Unless otherwise indicated in the footnotes, each of the beneficial owners listed has, to the Corporation’s knowledge, sole voting and investment power with respect to the indicated securities.

For the purposes of computing the percentage of outstanding shares of the Corporation’s common stock held by the person named below, any shares that such person has the right to acquire within 60 days of December 18, 2017May 24, 2019 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.  The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

2

*     Less than 1%

⁽¹⁾

Based on 74,201,979 164,265,081shares of common stock issued and outstanding as of the date of this proxy statement.

3

⁽²⁾

Includes 27,500,000 shares of common stock,warrants to purchase 874,43520,000,000 shares of Common Stock which are held by Scharfe Holdings Inc.,at a corporation over which Mr. Scharfe has sole voting and investment powerprice of $0.15 per share until April 18, 2021, warrants to purchase an additional 875,000 shares of common stock at a price of $0.13 per share until October 16, 2020 and warrants to purchase 8,6963,750,000shares of Common Stock at a price of $0.13 per share until November 5, 2020.  John G. Proust, a director of the Corporation, is also the Chairman and CEO and a director of Southern Arc Minerals Inc.

⁽³⁾

Beneficially owned through by Meridian Jerritt Canyon Corp., a wholly owned subsidiary of Yamana Gold Inc.  Includes 27,549,724 shares of common stock,warrants to purchase 8,750,000 shares of Common Stock representingat a price of $0.13 per share until October16, 2020 andwarrants to purchase 5,024,862 shares of Common Stockat a price of $0.10 per share until March 1, 2021.

⁽⁴⁾

Includes 914,000 shares of Common Stock, warrants to purchase 100,000 shares of Common Stock at a price of $0.13 per share until March 1, 2021 and 6,360,142 stock options, 586,600 of which are exercisable into Common Stock at a price of $0.20 per share until August 8, 2021, 2,142,542 of which are exercisable into Common Stock at a price of $0.24 per share until December 27, 2021, 2,631,000 of which are exercisable into Common Stock at a price of $0.12 per share until April 18, 2023 and 1,000,000 of which are exercisable into Common Stock at a price of $0.10 per share until November 29, 2023.

⁽⁵⁾

Cale Thomas was appointed as the CFO, Treasurer and a director of the Corporation on April 2, 2015 and he was appointed as the Secretary on April 20, 2017.  Mr. Scharfe’s share of securities held by Scharfe Investment Group of Companies Inc., a company 50% owned by Mr. Scharfe.  Mr. Scharfe previously servedThomas resigned as a director of Rise. Hethe Corporation on April 18, 2018 and was replaced by John G. Proust.  Mr. Thomas resigned as the CFO, Treasurer and Secretary of the Corporation on May 1, 2018 and was replaced by Vince Boon as CFO and Treasurer and by Eileen Au as Secretary.

⁽⁶⁾

Includes 717,357 shares of Common Stock and 700,000 stock options to purchase Common Stock at a price of $0.15 per share until March 22, 2021.

⁽⁷⁾

Represents 300,000 stock options to purchase Common Stock at a price of $0.12 per share until April 18, 2023.

⁽⁸⁾

Represents 850,000 stock options, 400,000 of which are exercisable into Common Stock at a price of $0.28 per share until April 20, 2020, 250,000 of which are exercisable into Common Stock at a price of $0.12 per share until April 18, 2023 and 200,000 of which are exercisable into Common Stock at a price of $0.10 per share until November 29, 2023.

⁽⁹⁾

Includes 2,700,000 stock options held by John G. Proust, 1,200,000 of which are exercisable into Common Stock at a price of $0.12 per share until April 18, 2023 and 1,500,000 of which are exercisable into Common Stock at a price of $0.10 per share until November 29, 2023.

⁽¹⁰⁾

Includes securities owned by Southern Arc Minerals Inc.: 27,500,000 shares of common stock, warrants to purchase 20,000,000 shares of Common Stock at a price of $0.15 per share until April 18, 2021, warrants to purchase an additional 875,000 shares of common stock at a price of $0.13 per share until October 15, 2020 and warrants to purchase 3,750,000 shares of Common Stock at a price of $0.13 per share until November 5, 2020.  John G. Proust, a director onof the Corporation, is also the Chairman and CEO and a director of Southern Arc Minerals Inc.

⁽¹¹⁾

Represents 850,000 stock options, 500,000 of which are exercisable into Common Stock at a price of $0.27 per share until April 20, 2017.3, 2022, 250,000 of which are exercisable into Common Stock at a price of $0.12 per share until April 18, 2023 and 100,000 of which are exercisable into Common Stock at a price of $0.10 per share until November 29, 2023.

Changes in Control

The Corporation is not aware of any arrangements, including any pledge by any person of its securities, the operation of which may at a subsequent date result in a change in the Corporation’s control.

Item 7.  Directors and Executive Officers.

See the “Election of Directors” and “Corporate Governance” sections of the Information Circular.

In addition, there are no arrangements, agreements or understandings between non-management security holders and management under which non-management security holders may directly or indirectly participate in or influence the management of the Corporation’s affairs.

4

Benjamin W. Mossman, Chief Executive Officer, President and Director

Benjamin W. Mossman, PEng, age 40,41, was appointed as the Chief Executive Officer and a director of the Corporation on August 1, 2016.  He was appointed the President of the Corporation on April 20, 2017.

Mr. Mossman is a mining engineer with over 15 years of experience in the mining industry including experience in capital markets, project evaluation, acquisitions, mine operations and development.  He was formerly the President, Chief Executive Officer and a director of Banks Island Gold Ltd., a juniordormant mining company, with its common sharesformerly listed for trading on the TSX Venture Exchange under the symbol “BOZ”.and currently in receivership.  See “Legal Proceedings” below.

Cale ThomasVince Boon,, Chief Financial Officer Treasurer, Secretary and DirectorTreasurer

Cale Thomas,Vince Boon, age 48,38, was appointed as the Chief Financial Officer, Treasurer and a director of the Corporation on April 2, 2015.  He was appointed the Secretary of the Corporation on April 20, 2017. He is a Vancouver businessman and financial consultant who helps companies, both public and private, to develop their operations and provides access to private capital and public markets where appropriate.

Mr. Thomas was previously theCorporation’s Chief Financial Officer and Treasurer on May 1, 2018.  Mr. Boon is a directorchartered accountant with over ten years of Carl Data Solutions Inc. (CSE: CRL)professional accounting experience with private and has held positionspublic companies focusing on financial reporting, regulatory compliance, internal control and corporate finance activities. Mr. Boon’s experience includes financial reporting for both Canadian and U.S. listed companies with several other Canadian reporting issuers ininternational subsidiaries, strategic planning, tax planning, corporate governance, equity financings and due diligence for acquisitions. Mr. Boon is currently the past. He was the Chief Financial OfficerCFO/Corporate Secretary of Eagle Hill Exploration Corporation from May 2008 to August 2013 and a director of the same company from September 2008 to September 2013; the Chief Financial Officer of Yankee Hat Minerals Ltd. from July 2007 to October 2012; the Chief Financial Officer of Worldwide Promotional Management Inc. from April 2008 to January 2009;Japan Gold Corp., and the Chief Financial OfficerCFO of Supreme ResourcesSouthern Arc Minerals Inc. from April 2006 to December 2006.

, Canada Energy Partners Inc., and Lincoln Ventures Ltd. Mr. Thomas holds a Master of Business Administration degree from the DeGroote School of Business at McMaster University in Hamilton, Ontario and a Bachelor of Arts degree with a major in Economics from the University of Western Ontario in London, Ontario.

John Anderson, Director

John Anderson, age 53, was appointed as a director of the Corporation on August 31, 2016.  He was the co-founder of Aquastone Capital Advisors LP, a U.S.-based gold investment fund. With over 20 years of experience in the capital markets, Mr. Anderson’s specialty is identifying undervalued opportunities in the resource industry and investing capital into these situations. He has been involved in a number of small-cap companies, providing financing, investor relations and corporate development services. Throughout his career, Mr. Anderson has raised in excess of US$500-million in equity for a number of public and private companies in the United States, Canada and Europe.

Mr. AndersonBoon holds a Bachelor of ArtsScience degree from the University of Western Ontario.British Columbia and is a Chartered Professional Accountant, CPA, CA.

Dr. Thomas I. Vehrs, Director

Dr. Thomas I. Vehrs, age 71,72, was appointed to the Corporation’s Board of Directors on April 20, 2017.  Dr. Vehrs is a highly regarded and experienced exploration geologist with over 40 years of experience in the Americas.  During his career, Dr. Vehrs has conducted and managed numerous exploration programs resulting in the discovery and delineation of major copper, gold and silver deposits, including the Los Pelambres porphyry copper deposit in Chile, the Northumberland sediment hostedsediment-hosted gold deposit in central Nevada, the Rio Blanco porphyry copper deposit in northern Peru and orogenic gold deposits in Central Guatemala.  For the past ten years, Dr. Vehrs held the position of Vice President of Exploration for Fortuna Silver Mines and was responsible for the development and execution of exploration programs at the Caylloma Mine in Peru and the San Jose Mine in southern Mexico.  During this period, Fortuna Silver Mines was successful in expanding the resources, reserves and production rate at the San Jose Mine resulting in a market capitalization in excess of $1 billion.  Dr. Vehrs holds a Ph.D. in geology from Syracuse University and served as an officer in the U.S. Army Corps of Engineers.

Alan R. EdwardsJohn G. Proust, Director

Alan R. Edwards,John G. Proust, age 59,60, was appointed toa director on April 18, 2018. Mr. Proust has founded and managed a number of resource companies over the past 30 years. Mr. Proust has served on several boards and held senior operating positions and has directed and advised public and private companies regarding debt and equity financing, mergers and acquisitions and corporate restructuring since 1986. Mr. Proust is currently Chairman and CEO of Southern Arc Minerals Inc., which is one of the Corporation’s Boardmajor stockholders; Chairman and CEO of Directors on April 20, 2017.Japan Gold Corp.; Chairman and a director of Canada Energy Partners Inc.; President and a director of Lincoln Ventures Ltd.; and a director of Pinedale Energy Limited. Mr. Edwards is an experienced executive and engineer with over 35 years ofProust has extensive experience in corporate governance, is a graduate of The Directors College, Michael G. De Groote School of Business at McMaster University and holds the designation of Chartered Director.

Murray Flanigan, Proposed Director Nominee

Murray Flanigan, age 52, is a proposed nominee for election as a director of the Corporation. Mr. Flanigan is a management consultant providing financial advisory services to a number of public and private oil and gas and technology companies in North America and abroad. Mr. Flanigan is a Chartered Professional Accountant and a Chartered Financial Analyst with expertise in corporate finance, mergers and acquisitions, international taxation, risk management, banking, treasury, corporate restructuring and accounting, and has served as Chief Financial Officer for various public and private companies. Mr. Flanigan is currently a Managing Principal and the CFO of

5

Kepis & Pobe Financial Group Inc., where he is responsible for all aspects of the company’s accounting, financing, treasury, tax, and legal affairs including overseeing the company’s corporate development activities. Mr. Flanigan is also the Chief Financial Officer of Bankers Cobalt Corporation, a publicly traded mining industry.  Mr. Edwards was the General Manager for two major mining operationsand exploration company developing copper and cobalt resources in the United States and one in Peru.  He wasDemocratic Republic of the Congo. Prior to founding his own consulting company, Mr. Flanigan served as Senior Vice President, Corporate Development and CFO of Operations for Freeport IndonesiaQwest Investment Management Corp., where he was responsible for the leadership of a workforce ofregulatory reporting and corporate filings for over 6,000 employees.15 private and publicly listed companies and limited partnerships in Qwest’s portfolio, as well as arranging and closing numerous equity and debt financings. Mr. EdwardsFlanigan also served as VP Corporate Development for Adelphia Communications Corporation, overseeing the Vice President Operationscompany’s financial restructuring and ultimate sale to Time Warner Inc. and Comcast Corporation for Kinross Gold Corporation and as the Chief Operating Officer for Apex Silver Mines where he directed the successful construction of the $675 million San Cristobal Mine in the difficult political climate of Bolivia.  Mr. Edwards has served on numerous boards of public companies including as Chairman of AuRico Gold Corporation during a period of extensive growth which culminated into a successfulapproximately US$1.5 billion merger with Alamos Gold.  Mr. Edwards holds an MBA and a Mining Engineering degree from the University of Arizona.18 billion.

None of the Corporation’s directors has been a director of any other company with a class of securities registered pursuant to section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”), or subject to the requirements of section 15(d) of the Exchange Act, or any company registered as an investment company under the Investment Company Act of 1940, during the past five years.

Significant Employees

Other than its executive officers, the Corporation does not expect any other individuals to make a significant contribution to its business.

Family Relationships

There are no family relationships among the Corporation’s directors, executive officers or persons nominated or chosen to become directors or executive officers.

Legal Proceedings

Except as disclosed below, none of the Corporation’s directors, executive officers, promoters or control persons has been involved in any of the following events during the past 10 years:

·

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

·

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

·

being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

·

being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated any federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated;

·

being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any law or regulation prohibiting mail or wire fraud or fraud in connection with any business activity;

·

being the subject of, or a party to, any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation or any law or regulation respecting financial institutions or insurance companies; or

6

·

being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any stock, commodities or derivatives exchange or other self-regulatory organization.

Benjamin W. Mossman was a director and officer of Banks Island Gold Ltd. (“Banks”), a company formerly listed on the TSX Venture Exchange that traded under the symbol “BOZ”, during the time it assigned itself into bankruptcy on January 7, 2016. Banks appointed D. Manning & Associates as trustee in the bankruptcy proceedings. Subsequent to the bankruptcy, a Receiver, FTI Consulting of Vancouver, BC, was appointed as receiver by a major secured creditor. The trustee subsequently applied to be discharged from its role as trustee, which was granted on April 4, 2018. To the best of Mr. Mossman’s knowledge, the secured creditor has not taken possession of the property as of this date. To date, Banks remains undischarged.

undischarged from the bankruptcy proceedings.

Benjamin W. Mossman, along with 2Banks, and two other former employees of Banks, and Banks itself arewere subject to summary conviction proceedings commenced in August 2016 for alleged violations of the British Columbia provincial Environmental Management Act (British Columbia)(the “EMA”), the Provincial Water Act, (British Columbia), and the federal Fisheries Act (Canada).  Banks was a company listed on the TSX Venture Exchange at the time of the alleged infractions and traded under the symbol “BOZ”.Act. The charges are related to the active mining operations conducted by Banks at and on Banks Island, British ColumbiaBC during the period from 2014 to 2016. Benjamin W.The court found Mr. Mossman has enterednot guilty and acquitted of all charges specifically related to alleged pollution under the Fisheries and Water Act. He was acquitted of all but two minor offences under the EMA, for which the court imposed a not-guilty plea$15,000 global fine against Mr. Mossman. All charges were dropped against one former employee and against Banks, and the court dismissed all charges against the other former employee. Subsequent to all countsthe decision, the Crown and intends to defend himself vigorously against all charges.

Defense Counsel for Mr. Edwards, a directorMossman both filed appeals regarding certain of the Company,original determinations as they relate to Mr. Mossman.  

The summary conviction appeal was Chairmanheard by the BC Supreme Court from May 6 to May 9, 2019. The parties expect the court to issue its decision in the fall of 2019.

In a second trial, the Crown charged Mr. Mossman with obstruction of justice related to the investigation of the Boardunderlying charges laid under the EMA and the other provincial and federal environmental regulations. The court acquitted him of Oracle Mining Corp. (“Oracle”) until his resignation effective February 15, 2015. On December 23, 2015, Oracle announced that charge on March 6, 2019. No appeal of the Superior Court of Arizona had grantedacquittal has been filed by the application of Oracle’s lender to appoint a receiver and manager over the assets, undertaking and property of Oracle’s wholly owned subsidiary, Oracle Ridge Mining LLC.

Crown, nor is one expected.

None of the Corporation’s directors or executive officers has been involved in any transactions with the Corporation or any of its directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Management Agreements

On July 7, 2016, the Corporation entered into an executive employment agreement with Benjamin W. Mossman, the Corporation’s Chief Executive Officer, pursuant to which the Corporation engaged Mr. Mossman’s services on an ongoing basis beginning on August 1, 2016.  Pursuant to the agreement, the Corporation issued 400,000 shares of Common Stock to Mr. Mossman as a signing bonus on August 1, 2016, granted options to purchase 586,600 shares of Common Stock to Mr. Mossman at a price of $0.20 per share for a period of five years on the same date, and the Corporation is required to pay Mr. Mossman an annual salary of $120,000.  On April 19, 2017, the Corporation entered into a new executive employment agreement with Mr. Mossman (the “Executive Employment Agreement”) to replace the prior agreement.  The Executive Employment Agreement commenced on May 1, 2017.  The Executive Employment Agreement provides for an annual salary of $180,000 per year.  The Executive Employment Agreement provides that Mr. Mossman will, subject to the terms of the stock option plan and exchange policies, be granted options from time to time to maintain his right to purchase 5% of the Corporation’s issued and outstanding Common Stock.  To date, Mr. Mossman has been granted options to acquire 2,729,1426,360,142 shares of Common Stock pursuant to the terms of the Executive Employment Agreement.

The Executive Employment Agreement, as amended April 16, 2018 includes compensation provisions for Mr. Mossman if there is a change of control, he is terminated without just cause, he resigns under circumstances contemplated in the Employment Agreement or he dies while in the Corporation’s employment.  If Mr. Mossman is terminated within one (1) year of the date of a change of control, or otherwise terminated without just cause, or if Mr. Mossman terminates his employment with us upon the occurrence of certain events, including a material

7

adverse and fundamental change in his overall authority and responsibilities, Mr. Mossman will be entitled to a lump sum amount equal to three (3) yearsmonths of Mr. Mossman’s then applicable annual salary.  In addition, Mr. Mossman will be entitled to maintain in effect, until the earliest of the expiration of three yearsmonths of the date of termination and the death of Mr. Mossman, participation in certain of the Corporation’s benefit plans and stock option plans.  If Mr. Mossman dies while employed by the Corporation, Mr. Mossman’s estate, subject to compliance with stock exchange requirements, the stock option plan, and the terms of the Executive Employment Agreement, will be entitled to continue Mr. Mossman’s participation in the Corporation’s stock option plan.

The Corporation entered into an executive employment agreement (the “Employment Agreement”) with Cale Thomas as of October 1, 2016.  Until May 1, 2018 Mr. Thomas iswas the Corporation’s Chief Financial Officer and a strategic advisor.  The Employment Agreement is for a term commencing on October 1, 2016 until March 22, 2021.  As compensation the Corporation has granted 700,000 stock options to Mr. Thomas exercisable at $0.15 per share of Common Stock until March 22, 2021. The Employment Agreement provides that the Corporation will pay Mr. Thomas a monthly fee to be determined by the Corporation’s Board of Directors.  Currently theThe monthly fee iswas fixed at $4,000.  Mr. Thomas maycould resign and terminate the Employment Agreement by giving the Corporation at least two weeks prior notice which the Corporation may waive, in whole or in part and in its sole discretion, in which case the Corporation willwould pay to Mr. Thomas his base salary for the notice period remaining.

When Fred TejadaCale Thomas resigned as the Corporation’s President,Chief Executive Officer, Treasurer, Secretary and a director, the Corporation entered into a consulting services agreement (the “ThomasConsulting Agreement”) with him pursuant to which Mr. Tejada continuesThomas agreed to perform geological consultingassist with the transitioning of responsibility for business advisory, finance, accounting, corporate administrative matters to J. Proust & Associates, who now provides those services forto the Corporation.Corporation, including liaising with the Corporation’s new Chief Financial Officer and corporate secretary (the “Services”).  The Thomas Consulting Agreement is for a term that commenced on April 20, 2017May 1, 2018 and ends on December 31, 2020,April 30, 2021, unless earlier terminated in accordance with its terms.  Under the Consulting Agreement, the Corporation agreed to pay to Mr. TejadaThomas a monthly fee of $5,000 for the first six months of the agreement.  After such initial period, payment for Services provided by the Consultant will invoice us for any work he performs at the Corporation’s request.be based upon a mutually agreeable hourly rate. In addition, by virtue of his retention as a consultant to the Corporation under the Thomas Consulting Agreement, Mr. TejadaThomas was permitted pursuant to the Consulting Agreement to retain 400,000700,000 stock options previously granted to him under the Corporation’s Stock Option Plan when he was serving as a director and officer.

On April 17, 2018, the Corporation entered into a consulting services agreement (the “JPA Agreement”) with J. Proust & Associates (the “Consultant”) pursuant to which the Consultant agreed to provide business advisory, finance, accounting, corporate administrative services and an office to the Corporation to maintain continuous disclosure obligations and comply with public listing requirements on the CSE in Canada (collectively, the “JPA Services”).  The Consultant has provided the Corporation with personnel for the positions of Chief Financial Officer, treasurer, controller and corporate secretary.  The term of the JPA Agreement was from April 17, 2018 to April 17, 2019.  In consideration for provision of the JPA Services, the Consultant is paid $7,100 per month plus GST.  On December 13, 2018 the JPA Agreement was amended to provide that the term of the JPA Agreement would be for a period of twelve months commencing and continue thereafter on a month to month basis, unless earlier terminated in accordance with the terms of the JPA Agreement.  The monthly fee was also increased to $15,000 effective January 1, 2019.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Exchange Act requires a company’s directors and officers, and persons who own more than 10% of any class of a company’s equity securities which are registered under Section 12 of the Exchange Act, to file

with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of the company’s common shares and other equity securities, on Forms 3, 4 and 5, respectively.  Such officers, directors and 10% stockholders are also required to furnish the company with copies of all Section 16(a) reports they file.  Based solely on the Corporation’s review of the copies of such forms received by it, or written representations from the reporting persons as of the date of this proxy statement, the Corporation believes that all Section 16(a) reports applicable to its directors, officers and 10% stockholders with respect to the fiscal year ended July 31, 20172018 have been filed with the following exceptions:

8

During the fiscal year ended July 31, 2017, Mr.2018, the number of late filings and number of transactions not reported on a timely basis for each named person was as follows: Benjamin W. Mossman, filed late a Form 3 reports and one Form 4 reporting one3 transactions; John G. Proust, 1 report and 0 transactions; Alan R. Edwards, 1 report and 1 transaction; Mr. Thomas filed late a FormI. Vehrs, 1 report and 1 transaction; John D. Anderson, 3 and two Form 4s reporting six transactions; Mr. Edwards filed late a Form 3; Mr. Anderson inadvertently failed to file a Form 3 and a Form 5; Mr. Tejada filed three late Form 4s reporting eight transactions; and Mr. Scharfe filed late a Form 3 and four Form 4s reporting twenty-one transactions.reports not filed.

Audit Committee Financial Expert

John D. Anderson is an “audit committee financial expert” within the meaning of Item 401(h)(1) of Regulation S-K under the Securities Act of 1933 (the “Securities Act”).  In general, an “audit committee financial expert” is an individual member of the audit committee who (a) understands generally accepted accounting principles and financial statements, (b) is able to assess the general application of such principles in connection with accounting for estimates and accruals, (c) has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity of issues that can reasonably be expected to be raised by a company’s financial statements, (d) understands internal controls over financial reporting, and (e) understands audit committee functions.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee of the Board has furnished the following report onrelating to its activities duringoversight of the accounting and financial reporting of Rise and the audit of Rise’s financial statements for the fiscal year ended July 31, 2017.2018. The report is not deemed to be “soliciting material” or “filed” with the SEC or subject to the SEC’s proxy rules or to the liabilities of Section 18 of the Exchange Act, and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing under the Securities Act, or the Exchange Act, except to the extent that the Corporation specifically incorporates it by reference into any such filing.

The Audit Committee oversees the financial reporting process on behalf of the Board. Management has the primary responsibility for the financial reporting process, principles and internal controls as well as preparation of ourthe Corporation’s financial statements. For the fiscal year ended July 31, 2017,Until September 6, 2018, the members of the Audit Committee were Alan R. Edwards, Thomas I. Vehrs and John Anderson, each of whom was an independent director as defined by the applicable Nasdaq and SEC rules. On September 6, 2018 John G. Proust replaced Mr. Edwards as a member of the Audit Committee. Mr. Proust is not an independent director as defined by the applicable Nasdaq and SEC rules.

In fulfilling its responsibilities, the Audit Committee appointed independent auditors Davidson & Company LLP, for the fiscal year ended July 31, 2017.2018. The Audit Committee reviewed and discussed with the independent auditors the overall scope and specific plans for their audit. The Audit Committee also reviewed and discussed with the independent auditors and with management the Corporation’s audited financial statements and the adequacy of its internal controls. The Audit Committee met with the independent auditors, without management present, to discuss the results of ourthe Corporation’s independent auditor’s audits, their evaluations of the Corporation’s internal controls and the overall quality of the Corporation’s financial reporting.

The Audit Committee monitored the independence and performance of the independent auditors. The Audit Committee discussed with the independent auditors the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 16—Communications with Audit Committees. The Corporation’s independent auditors have provided the Audit Committee with the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence, and the Audit Committee has discussed with the independent auditors the independent auditors’ independence. Based upon the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended July 31, 2017,2018, for filing with the SEC.

Alan R. EdwardsJohn Anderson, Chairman

Thomas I Vehrs

John AndersonG. Proust

9

Compensation Committee  

At present, the Corporation’s board of directors (the “Board”) as a whole determines the compensation of the Corporation’s Chief Executive Officer and Chief Financial Officer and does so with reference to industry standards and the financial situation of the Corporation.  The Board has the sole responsibility for determining the compensation of the directors of the Corporation.

Given the Corporation’s size, limited operating history and lack of revenues, the Board does not plan to form a compensation committee to monitor and review the salary and benefits of the executive officers of the Corporation at the present time.  The Board will carry out these functions until such time as it deems the formation of a compensation committee is warranted.

Code of Ethics

During the Corporation’s financial year ended July 31, 2008, the Board adopted a written Code of Ethics within the meaning of Item 406(b) of Regulation S-K under the Securities Act.  The Code of Ethics obligates the Corporation’s directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without the Corporation’s consent.

The Board is also required to comply with the conflict of interest provisions of relevant corporate and securities regulation in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest.

Board Leadership Structure and Role in Risk Oversight

The Board of Directors as a whole is responsible for risk oversight. Executive officers address and discuss with the Board the Corporation’s risks and the manner in which the Corporation manages or mitigates such risks.  While the Board has the ultimate responsibility for risk oversight, the Board works in conjunction with the Audit Committee on certain aspects of its risk oversight responsibilities.  In particular, the Audit Committee focuses on financial reporting risks and related controls and procedures.  The Corporation does not currently have a compensation committee or a nominating committee, so the full Board evaluates the risks associated with compensation philosophy and programs and strives to create compensation practices that do not encourage excessive levels of risk taking that would be inconsistent with the Corporation’s strategies and objectives, and it oversees risks associated with the Corporation’s Code of Ethics.

The Corporation has adopted a management structure with two separate individuals serving as Chief Executive Officer and Chairman of the Board. We believe that such a structure will allow for a more effective monitoring and objective evaluation of the performance of management.

Director Independence

Because the Corporation’s common stock is not currently listed on a national securities exchange, it currently uses the definition in Nasdaq Listing Rule 5605(a)(2) for determining director independence, which provides that an “independent director” is a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  The Nasdaq listing rules provide that a director cannot be considered independent if:

·

the director is, or at any time during the past three years was, an employee of the company;

·

the director or a family member of the director accepted any compensation from the company in excess of US$120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);

·

a family member of the director is, or at any time during the past three years was, an executive officer of the company;

10

·

the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or US$200,000, whichever is greater (subject to certain exclusions);

·

the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or

·

the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

The Corporation has determined that John D. Anderson, Alan Edwards,who will not be standing for re-election as a director at the Meeting, and Dr. Thomas I. Vehrs meet this definition of independence.  The Corporation has determined that Murray Flanigan, a proposed nominee for election as a director of the Corporation, meets this definition of independence.

Shareholder Communications with the Board

The Corporation’s stockholders may communicate with the Board, including non-executive directors or officers, by sending written communications addressed to such person or persons in care of Rise Gold Corp., Attention: Secretary, Suite 488, 1090 West Georgia650 – 669 Howe Street, Vancouver, British Columbia V6E 3V7.V6C 0B4.  All communications will be compiled by the Secretary and submitted to the addressee. If the Board modifies this process, the revised process will be posted on the Corporation’s website.

Item 8.  Compensation of Directors and Officers.

See the “Statement of Executive Compensation” section in the Information Circular.

Item 9.  Independent Public Accountants.

See the “Audit Committee and Relationship with Auditor” section of the Information Circular.  Representatives of the Corporation’s principal accountant are not expected to the present at the Meeting; however, if they are, they will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Item 10.  Compensation Plans

No action is being taken at the Meeting with respect to any plan pursuant to which cash or non-cash compensation may be paid or distributed.   See the “Securities Authorized For Issuance under Equity Compensation Plans” section of the Information Circular for information regarding plans and other arrangements not subject to stockholder action.

Item 11.  Authorization or Issuance of Securities Otherwise than for Exchange.

Not applicable.

Item 12.  Modification or Exchange of Securities

Not applicable.

Item 13.  Financial and Other Information.

Not applicable.

11

Item 14.  Mergers, Consolidations, Acquisitions and Similar Matters.

Not applicable.

Item 15.  Acquisition or Disposition of Property.

Not applicable.

Item 16.  Restatement of Accounts.

Not applicable.

Item 17.  Action with Respect to Reports.

Not applicable.

Item 18.  Matters Not Required to be Submitted.

Not applicable.

Item 19.  Amendment of Charter, Bylaws or Other Documents.

Not applicable.

Item 20.  Other Proposed Action.

Not applicable.

Item 21.  Voting Procedures.

See the “Voting of Shares and Exercise of Discretion of Proxies” section in the Information Circular.

Item 22.  Information Required in Investment Company Proxy Statement

Not applicable.

Item 23.  Delivery of Documents to Security Holders Sharing an Address.

Not applicable.

Item 24.  Shareholder Approval of Executive Compensation.

Not applicable.

Item 25.  Exhibits.

Not applicable.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS

Stockholders may present proposals for action at a future meeting or nominate persons for the election of directors only if they comply with the requirements of the proxy rules established by the SEC and the Corporation’s bylaws. Pursuant to Rule 14a-8 under the Exchange Act, some stockholders proposals may be eligiblepresent proper proposals for inclusion in the Corporation’s proxy statement and for itsconsideration at the Corporation’s next annual meeting of stockholders currently scheduledgeneral meeting. To be eligible for December 20, 2018 (the “2018 Meeting”). Stockholder proposals that are intended to be presented at the 2018 Meeting and includedinclusion in the proxy statement form of proxy and other proxy solicitation materials related to thatfor the Corporation’s 2020 annual general meeting (the “2020 Meeting”), a stockholder proposal must be received by the Corporation no later than August 20, 2018.February 28, 2020 (i.e., 120 days before the date in 2020 on which the Meeting in 2019 was held) and must otherwise comply with Rule 14a-8.

If a stockholder wishes to submit a proposal which is not intended to be included in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, or wishes to nominate a person as a candidate for election to the Board, the proposal or nomination must be received by the Corporation on or before October 10, 2018.

12

If the date of the 20182020 Meeting is called for a date that is not within 30 days before or after the anniversary date of the Meeting, (a situation that the Corporation does not anticipate), then the stockholder must submit any such proposal or nomination not later than the close of business of the 10th day following the earlier of (i) the day on which the notice of the meeting was mailed or (ii) public disclosure of the date of such meeting is first made. While the Board will consider stockholder proposals, the Corporation reserves the right to omit from its proxy statement any stockholder proposal that the Corporation is not required to include under applicable law, including Rule 14a-8.

In addition, withAny stockholder wishing to deliver such proposals may send their communications to the Rise Gold Corp., Attention: Secretary, Suite 650 – 669 Howe Street, Vancouver, British Columbia, V6C 0B4. It is recommended that stockholders submitting proposals use certified mail, return receipt requested, to provide proof of timely receipt.

With respect to any proposal that a stockholder presentsseeks to present at the 20182020 Meeting that is not submitted for inclusion in the Corporation’s proxy materials pursuant to Rule 14a-8, under the Exchange Act, the proxy solicited by the Board for such annualthat meeting will confer discretionary voting authority to vote on such stockholder proposal to the extent permitted under Rule 14a-4 under the Exchange Act.

Stockholder proposals must be in writing and should be addressed to the Corporation’s Chief Financial Officer at its principal executive offices at Suite 488, 1090 West Georgia Street, Vancouver, British Columbia, V6E 3V7. It is recommended that stockholders submitting proposals use certified mail, return receipt requested, in order to provide proof of timely receipt. The presiding officer of the 20182020 Meeting reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements, including conditions set forth in the Corporation’s bylaws, applicable state law and conditions established by the SEC.

OTHER BUSINESS

The Board is not aware of any other matter which will be presented for action at the Meeting other than the matters set forth in this proxy statement.  If any other matter requiring a vote of the stockholders arises, it is intended that the proxy holders will vote the shares they represent as the Board may recommend.  Discretionary authority with respect to such other matters is granted by the execution of the accompanying proxy.

RISE GOLD CORP.

Suite 488, 1090 West Georgia650 – 669 Howe Street

Vancouver, BC V6E 3V7V6C 0B4

T: 604.687.7130604.260.4577

INFORMATION CIRCULAR

December 18, 2017May 24, 2019

INTRODUCTION

This information circular (this “Information Circular”) accompanies the notice of annual general meeting of stockholders (the “Notice”) of Rise Gold Corp. (the “Corporation”) and is being furnished to the holders of common stock (each, a “Share”) of the Corporation in connection with the solicitation by the management of the Corporation of proxies to be voted at the annual general meeting (the “Meeting”) of the stockholders to be held at 11:10:00 a.m. (Vancouver time) on Tuesday, January 23, 2018Thursday, June 27, 2019 at Suite 488, 1090 West Georgia650 – 669 Howe Street, Vancouver, British Columbia, V6E 3V7V6C 0B4 or at any adjournment or postponement thereof.

In this Information Circular, unless otherwise indicated, all dollar amounts are expressed in Canadian dollars and all references to $ are to Canadian dollars.

SOLICITATION OF PROXIES

The solicitation will be made by mail and may also be supplemented by telephone or other personal contact to be made without special compensation by directors, officers and employees of the Corporation.  The Corporation will bear the cost of this solicitation.  The Corporation will not reimburse stockholders, nominees or agents for the cost incurred in obtaining authorization from their principals to execute forms of proxy, except that the Corporation has requested brokers and nominees who hold stock in their respective names to furnish this Information Circular and related proxy material to their customers, and the Corporation will reimburse such brokers and nominees for their related out-of-pocket expenses.

APPOINTMENT AND REVOCATION OF PROXY

Registered Stockholders

Registered stockholders may vote their Shares by attending the Meeting in person or by proxy.  Registered stockholders should deliver their completed proxies to Capital Transfer Agency Inc.,

- 2 -

390 Bay Street, Suite 920, Toronto, ON M5H 2Y2 (by mail, telephone or Internet according to the instructions on the proxy), not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting, otherwise they will not be entitled to vote at the Meeting by proxy. The persons named in the accompanying proxy (the “Designated Persons”) are directors and officers of the Corporation and are proxyholders nominated by management.A stockholder has the right to appoint a person other than the Designated Persons named in the proxy to represent them at the Meeting. To exercise this right, a stockholder must insert the name of its nominee in the blank space provided. A person appointed as a proxyholder need not be a stockholder of the Corporation.

A registered stockholder may revoke a proxy by:

(a)

signing a proxy with a later date and delivering it at the place and within the time noted above;

(b)

signing and dating a written notice of revocation (in the same manner as the proxy is required to be executed, as set out in the notes to the proxy) and delivering it to the Corporation at the address set forth above at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof at which the proxy is to be used, or to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof; or

(c)

in any other manner provided by law.

Beneficial Stockholders

The information set forth in this section is of significant importance to many stockholders, as many stockholders do not hold their Shares in their own name. Stockholders holding their Shares through banks, trust companies, securities dealers or brokers, trustees or administrators of RRSPs, RRIFs, RESPs and similar plans or other persons (any one of which is herein referred to as an “Intermediary”) or otherwise not in their own name (such stockholders herein referred to as “Beneficial Stockholders”) should note that only proxies deposited by stockholders appearing on the records maintained by the Corporation’s transfer agent as registered stockholders will be recognized and allowed to vote at the Meeting. If a stockholder’s Shares are listed in an account statement provided to the stockholder by a broker, in all likelihood those Shares are not registered in the stockholder’s name and that stockholder is a Beneficial Stockholder. Such Shares are most likely registered in the name of the stockholder’s broker or an agent of that broker. In Canada, the vast majority of such Shares are registered under the name of CDS & Co., the registration name for The Canadian Depository for Securities (which acts as nominee for many Canadian brokerage firms), and in the United States, the vast majority of such Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks). Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted at the Meeting at the direction of the Beneficial Stockholder.  Without specific instructions, brokers (and their agents and nominees) are prohibited from voting Shares for the broker’s clients.Therefore, each Beneficial StockholderStockholders should ensure that instructions respecting the voting instructionsof their Shares are communicated to the appropriate party well in advance of the Meeting.

- 3 -

RegulatoryApplicable regulatory policies require Intermediaries to seek voting instructions from Beneficial Stockholders in advance of stockholderstockholders’ meetings.  Beneficial Stockholders have the option of not objecting to their Intermediary disclosing certain ownership information about themselves to the Corporation (such Beneficial Stockholders are designated as non-objecting beneficial owners, or “NOBOs”) or objecting to their Intermediary disclosing ownership information about themselves to the Corporation (such Beneficial Stockholders are designated as objecting beneficial owners, or “OBOs”).

In accordance with the requirements of National Instrument 54-101,Communication with Beneficial Owners of Securities of a Reporting Issuer, the Corporation has electedwill distribute the Meeting materials to send the Notice, this Information CircularIntermediaries and a requestclearing agencies for voting instructions (a “VIF”), instead of a proxy (the Notice, Information Circular and VIF or proxy are collectively referredonward distribution to as the “Meeting Materials”) indirectly through Intermediariesnon-registered holders. The Corporation does not intend to the NOBOs and OBOs.  Management of the Corporation intends to pay for Intermediaries to forward the Meeting Materialsmaterials if the non-registered holders have provided instructions to OBOs.

their Intermediary that they object to the Intermediary disclosing ownership information about the non-registered holders. In this case, such non-registered holder will not receive the Meeting Materials sentmaterials if the Intermediary does not assume the cost of delivery. Each Intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Stockholders in order to ensure that their Shares are accompaniedvoted at the Meeting.

Intermediaries are required to forward the Meeting materials to non-registered holders unless a non-registered holder has waived the right to receive Meeting materials. Generally, non-registered holders who have not waived the right to receive Meeting materials will be sent a voting instruction form which must be completed, signed and returned by a VIF, instead of a proxy.  By returning the VIFnon-registered holder in accordance with the instructions noted on it, a Beneficial Stockholder is able to instruct the Intermediary (or other registered stockholder) how to vote the Beneficial Stockholder’s SharesIntermediary’s directions on the Beneficial Stockholder’s behalf.  For thisvoting instruction form. Intermediaries often use service companies to occur, it is important thatforward the VIF be completed and returned in accordance with the specific instructions noted on the VIF.  The majority of IntermediariesMeeting materials to non-registered holders. Most brokers now delegate responsibility for obtaining instructions from Beneficial Stockholdersclients to Broadridge Investor CommunicationFinancial Solutions, Inc. (“Broadridge”) in Canada and the United States.. Broadridge typically preparessupplies a machine-readable VIF,voting instruction form, mails these VIFsthose forms to Beneficial StockholdersShareholders and asks those Beneficial Stockholders to return the VIFsforms to Broadridge usually by way of mail, the Internet or telephone.follow specific telephone or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of Shares to be representedcommon shares at the Meeting by proxies for which Broadridge has solicited voting instructions.  Meeting.A Beneficial Stockholder who receivesreceiving a voting instruction form from Broadridge VIF cannot use that form to vote Sharescommon shares directly at the Meeting. The VIFInstead, the voting instruction form must be returned to Broadridge (or instructions respectingor the alternate voting of Sharesprocedures must otherwise be communicated to Broadridge)completed well in advance of the Meeting in order to haveensure that such Shares are voted.

In some cases, Beneficial Stockholders will instead be given a proxy which has already been signed by the Shares voted.  If you have any questions respectingIntermediary (typically by a facsimile, stamped signature) which is restricted as to the votingnumber of Shares held through an Intermediary, please contact that Intermediary for assistance.common shares beneficially owned by the Beneficial Stockholder but which is otherwise not completed. This form of proxy does not need to be signed by the Beneficial Stockholder, but, to be used at the Meeting, needs to be properly completed and deposited with Capital Transfer Agency Inc.

The purpose of this procedurethese procedures is to permit Beneficial Stockholders to direct the voting of the Shares which they beneficially own.  ABeneficial Stockholders should follow the procedures set out on the voting instruction form or form of proxy they receive. Should a Beneficial Stockholder receiving a VIF cannot use that formwho receives one of the above forms wish to attend and vote Shares directly at the Meeting;Meeting in person (or have someone else attend and vote on their behalf), the Beneficial Stockholder should strike out the names of the persons named in the form and insert the Beneficial Stockholder’s (or such other person’s) name in the blank space provided.  In either case, Beneficial Stockholders should carefully follow the instructions set out in the VIFof their Intermediary, including those regarding when and where the VIFproxy or voting instruction form is to be delivered.  Should a Beneficial Stockholder who receives a VIF wish to attend the Meeting or have someone else attend on their behalf, the Beneficial Stockholder may request a legal proxy as set forth in the VIF, which will grant the Beneficial Stockholder or their nominee the right to attend and vote at the Meeting.  All references to stockholders in the Notice, this Information Circular and the accompanying proxy are to registered stockholders unless specifically stated otherwise.

- 4 -

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

The Shares represented by a proxy will be voted or withheld from voting in accordance with the instructions of the stockholder on any ballot that may be called for and if the stockholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

IF NO CHOICE IS SPECIFIED IN A PROXY WITH RESPECT TO A MATTER TO BE ACTED UPON, THE PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO THAT MATTER UPON THE DESIGNATED PERSONS NAMED IN THE PROXY.  IT IS INTENDED THAT THE DESIGNATED PERSONS WILL VOTE THE SHARES REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED IN THE PROXY.

If any amendments or variations to such matters, or any other matters, are properly brought before the Meeting, the proxyholder, if a nominee of management, will exercise its discretion and vote on such matters in accordance with its best judgment. At the time of printing this Information Circular, management of the Corporation is not aware that any amendments or variations to existing matters or new matters are to be presented for action at the Meeting.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed herein, the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of each of the following persons in any matter to be acted upon at the Meeting other than the interest of the current directors nominated for re-election to the board of directors:

(a)

each person who has been a director or executive officer of the Corporation at any time since the beginning of the Corporation’s last financial year;

(b)

each proposed nominee for election as a director of the Corporation; and

(c)

each associate or affiliate of any of the foregoing.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The authorized capital of the Corporation consists of 400,000,000 Shares, US$0.0001 par value.  As of the record date, determined by the Corporation’s board of directors (the “Board”) to be the close of business on December 18, 2017May 24, 2019 (the “Record Date”), a total of 74,201,979 Shares164,265,081Shares were issued and outstanding.  All Shares are of the same class and each carries the right to one vote.  Only those stockholders of record on the Record Date are entitled to attend and vote at the Meeting.

- 5 -

To the knowledge of the directors and executive officers of the Corporation, no personthe following persons or companycompanies beneficially owns,own, or controlscontrol or directs,direct, directly or indirectly, voting securities

- 5 -

carrying 10% or more of the voting rights attached to any class of voting securities of the Corporation.Corporation:

- 6 -

⁽¹⁾

The number of Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, at the date of this Information Circular, is based upon information furnished to the Corporation by the individual nominees.  Options, warrants or other convertible securities currently exercisable or convertible, or exercisable or convertible within 60 days, are counted as outstanding for computing the percentage of the person holding such options, warrants or other convertible securities, but are not counted as outstanding for computing the percentage of any other person.

⁽²⁾

Includes 400,000914,000 shares of Common Stock, warrants to purchase 100,000 shares of Common Stock at a price of $0.13 per share until March 1, 2021 and 2,729,1426,360,142 stock options, 586,600 of which are exercisable into Common Stock at a price of $0.20 per share until August 8, 2021, and 2,142,542 of which are exercisable into Common Stock at a price of $0.24 per share until December 27, 2021.

⁽³⁾

Includes 895,031 shares of Common Stock, 700,000 stock options, each2021, 2,631,000 of which isare exercisable into Common Stock at a price of $0.15$0.12 per share until March 22, 2021,April 18, 2023 and warrants to purchase 52,174 shares1,000,000 of which are exercisable into Common Stock and also includes 8,696 sharesat a price of Common Stock and warrants to purchase 8,696 shares of Common Stock owned through his 50% owned company, Scharfe Investment Group of Companies Inc.$0.10 per share until November 29, 2023.

⁽⁴⁾⁽³⁾

Member of the audit committee.

⁽⁵⁾⁽⁴⁾

Represents 500,000850,000 stock options, each400,000 of which is exercisable into Common Shares at a price of $0.27 per share until April 3, 2022.

⁽⁶⁾

Represents 500,000 stock options, each of which isare exercisable into Common Shares at a price of $0.28 per share until April 20, 2020.

⁽⁷⁾2020, 250

Represents 400,000 stock options, each,000 of which isare exercisable into Common SharesStock at a price of $0.28$0.12 per share until April 20,18, 2023 and 200,000 of which are exercisable into Common Stock at a price of $0.10 per share until November 29, 2023.

⁽⁵⁾

Includes 2,700,000 stock options held by John G. Proust, 1,200,000 of which are exercisable into Common Stock at a price of $0.12 per share until April 18, 2023 and 1,500,000 of which are exercisable into Common Stock at a price of $0.10 per share until November 29, 2023.

⁽⁶⁾

Includes securities owned by Southern Arc Minerals Inc.: 27,500,000 shares of common stock,warrants to purchase 20,000,000 shares of Common Stock at a price of $0.15 per share until April 18, 2021, warrants to purchase an additional 875,000 shares of common stock at a price of $0.13 per share until October 15, 2020 and warrants to purchase 3,750,000shares of Common Stock at a price of $0.13 per share until November 5, 2020.  John G. Proust, a director of the Corporation, is also the Chairman and CEO and a director of Southern Arc Minerals Inc.

⁽⁷⁾

It is anticipated that upon his election to the board of directors Murray Flanigan will be appointed a member of the audit committee as well as chair of the audit committee.

- 7 -

At the Meeting, stockholders will be asked to pass an ordinary resolution to elect the nominees listed above as directors of the Corporation. An ordinary resolution needs to be passed by a

- 7 -

simple majority of the votes cast by the stockholders present in person or represented by proxy and entitled to vote at the Meeting.

Management recommends that stockholders vote FOR each of the nominees listed above as a director of the Corporation.

Other than as disclosed below, no proposed director of the Corporation:

(a)

is, as at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation) that:

(i)

was the subject:

(A)

of a cease trade order;

(B)

an order similar to a cease trade order; or

(C)

an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days, that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer, or

(ii)

was subject to:

(A)

a cease trade order;

(B)

an order similar to a cease trade order; or

(C)

an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;

(b)

is, as at the date of this Information Circular, or has been within 10 years before the date of this Information Circular, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;

- 8 -

(c)

has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or

- 8 -

had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or

(d)

has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Mr.

Benjamin W. Mossman was a director and officer of Banks Island Gold Ltd. (“Banks”) at, a company formerly listed on the TSX Venture Exchange that traded under the symbol “BOZ”, during the time atit assigned itself into bankruptcy on January 7, 2016. Banks appointed D. Manning & Associates as trustee in the timebankruptcy proceedings. Subsequent to the bankruptcy, FTI Consulting of Vancouver, BC, was appointed as receiver by a major secured creditor. The trustee subsequently applied to be discharged from its role as trustee, which was granted on April 4, 2018. To the best of Mr. Mossman’s knowledge, the secured creditor has not taken possession of the property as of this date. To date, Banks becameremains undischarged from the bankruptcy proceedings.

Benjamin W. Mossman, Banks, and two other former employees of Banks, were subject to cease trade order issuedsummary conviction proceedings commenced in August 2016 for alleged violations of the British Columbia provincial Environmental Management Act (the “EMA”), the Provincial Water Act, and the federal Fisheries Act. The charges are related to the active mining operations conducted by Banks at and on Banks Island, BC during the period from 2014 to 2016. The court found Mr. Mossman not guilty and acquitted of all charges specifically related to alleged pollution under the Fisheries and Water Act. He was acquitted of all but two minor offences under the EMA, for which the court imposed a $15,000 global fine against Mr. Mossman. All charges were dropped against one former employee and against Banks, and the court dismissed all charges against the other former employee. Subsequent to the decision, the Crown and Defense Counsel for Mr. Mossman both filed appeals regarding certain of the original determinations as they relate to Mr. Mossman.  

The summary conviction appeal was heard by the BC Securities CommissionSupreme Court from May 6 to May 9, 2019. The parties expect the court to issue its decision in the fall of 2019.

In a second trial, the Crown charged Mr. Mossman with obstruction of justice related to the investigation of the underlying charges laid under the EMA and the other provincial and federal environmental regulations. The court acquitted him of that charge on February 4, 2016 for failure to file financial statements.  The order is still in effect.  See further information below regardingMarch 6, 2019. No appeal of the bankruptcy of Banks.

Mr. Thomas was the chief financial officer of Yankee Hat Minerals Ltd. (“Yankee Hat”) from July 2007 to October 2012.  Yankee Hat became subject to cease trade order issuedacquittal has been filed by the BC Securities Commission on December 6, 2012 for failure to file financial statements.  Yankee Hat became subject to cease trade order issued by the Alberta Securities Commission on March 7, 2013 for failure to file financial statements.  Both orders are still in effect.Crown, nor is one expected.

Mr. Edwards, a director of the Company, was Chairman of the Board of Oracle Mining Corp. (“Oracle”) until his resignation effective February 15, 2015. On December 23, 2015, Oracle announced that the Superior Court of Arizona had granted the application of Oracle’s lender to appoint a receiver and manager over the assets, undertaking and property of Oracle Ridge Mining LLC.

Mr. Anderson was a director of Simba Gold Corp. (“Simba”) at the time Simba became subject to cease trade orders issued by the BC Securities Commission (August 5, 2015) for failure to file financial statements.  The order is still in effect.

- 9 -

STATEMENT OF EXECUTIVE COMPENSATION

General

For the purpose of this Information Circular:

“compensation securities” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Corporation for services provided or to be provided, directly or indirectly to the Corporation; and

“Named Executive Officer” or “NEO” means each of the following individuals:

- 9 -

(a)

each individual who served as chief executive officer (“CEO”) of the Corporation, or who performed functions similar to a CEO, during any part of the most recently completed financial year;

(b)

each individual who served as chief financial officer (“CFO”) of the Corporation, or who performed functions similar to a CFO, during any part of the most recently completed financial year;

(c)

the most highly compensated executive officer of the Corporation other than individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with section 1.3(5) of Form 51-102F6V, for that financial year; and

(d)

each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of that financial year.

Named Executive Officers

During the fiscal year ended July 31, 2018, the following individuals were NEOs of the Company: