Myrmikan Capital Form 4 Rise Gold / Daniel Oliver Jr ownership change

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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)
10/10/2024

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								180,000	D
Common Stock								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	$0.17							05/01/2024	05/01/2029	Common Stock	15,000		15,000	D
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	$0.115							09/12/2024(1)	09/12/2028	Common Stock	340,000		340,000	D
Warrants	$0.158							04/29/2024(1)	04/29/2027	Common Stock	210,526		210,526	D
Warrants	$0.158							04/29/2024(1)	04/29/2027	Common Stock	90,000		90,000	D
Warrants	$0.6							02/17/2023(1)	02/17/2025	Common Stock	115,000		115,000	D
Warrants	$0.1735	10/10/2024		J(3)		2,882,514		10/10/2024(2)	10/10/2028	Common Stock	2,882,514	(3)	2,882,514(3)	I	By Myrmikan Gold Fund, LLC
Warrants	$0.158							04/09/2024(2)	04/09/2027	Common Stock	1,350,000		1,350,000	I	By Myrmikan Gold Fund, LLC
Warrants	$0.26							12/07/2023(2)	12/07/2025	Common Stock	140,000		140,000	I	By Myrmikan Gold Fund, LLC
Warrants	$0.26							11/07/2023(2)	11/07/2025	Common Stock	750,000		750,000	I	By Myrmikan Gold Fund, LLC
Warrants	$0.6							01/31/2023(2)	01/31/2025	Common Stock	187,500		187,500	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)

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)

1. Name and Address of Reporting Person^*

Myrmikan Capital, LLC

(Last) (First) (Middle)

713 SILVERMINE ROAD

(Street)

NEW CANAAN CT 06840

(City) (State) (Zip)

Explanation of Responses:

1. The holder and the issuer have entered into a warrant standstill agreement dated 4-9-24, as amended on April 29, May 1, 2024 and September 10, 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 shares of common stock underlying the warrants, as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended.

2. The holder and the issuer have entered into a warrant standstill agreement dated 4-9-24, as amended and restated on October 10, 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 shares of common stock underlying the warrants, as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended.

3. These warrants were issued in connection with a secured loan agreement pursuant to which the holder loaned $500,000 to the issuer.

	/s/ Daniel Oliver	10/11/2024
	/s/ Daniel Oliver, as Manager of Myrmikan Capital, LLC, the Manager of Myrmikan Gold Fund, LLC	10/11/2024
	/s/ Daniel Oliver, Manager of Myrmikan Capital, LLC	10/11/2024
	** Signature of Reporting Person	Date
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