Rise Gold Increases Equity Financing to US$1,000,000

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Rise Gold Corp. has increased its non-brokered private placement to US$1,000,000, offering up to 10,526,316 units at a price of US$0.095 per unit. The proceeds will be used for general working capital, with certain insiders participating in the placement. The securities offered have not been registered under the U.S. Securities Act.

Positive

• Rise Gold Corp. increases equity financing to US$1,000,000 through a private placement.
• Up to 10,526,316 units will be offered at a price of US$0.095 per unit.
• Each unit consists of one common stock share and one-half of one share purchase warrant.
• Proceeds from the private placement will be used for general working capital.
• Certain directors and officers of the company may participate in the placement.
• The securities offered have not been registered under the U.S. Securities Act.

Negative

• None.

Grass Valley, California--(Newsfile Corp. - April 19, 2024) - Rise Gold Corp. (CSE: RISE) (OTCQX: RYES) (the "Company") announces that it has increased the size of the non-brokered private placement previously announced in its April 9, 2024 news release from US$750,000 to US$1,000,000 through the issuance of up to 10,526,316 units (each a "Unit") at a price of US$0. 0.095 per Unit (~CDN$0.128 per Unit), with each Unit comprising one share of common stock (a "Share") and one-half of one share purchase warrant (the "Private Placement"). Each whole warrant (a "Warrant") entitles the holder to acquire one Share at an exercise price of US$0.158 for a period of three years from the date of issuance.

Rise Gold will use the proceeds from the Private Placement for general working capital. All securities issued pursuant to the Offering will be subject to statutory hold periods in accordance with applicable United States and Canadian securities laws.

Certain directors and/or officers of the Company, directly, through entities controlled by them, or through entities for which they exercise control or direction over investment decisions, may participate in the Private Placement. The participation of each of such insiders in the Private Placement would constitute a "related party transaction" under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company will be relying on exemptions from the formal valuation requirements of section 5.4 of MI 61-101 and minority shareholder approval requirements of section 5.6 of MI 61-101. As the fair market value of the related party's participation is not more than 25% of the Company's market capitalization, the related party transactions are exempt from the formal valuation requirements pursuant to subsection 5.5(a) of MI 61-101 and from the minority approval requirements pursuant to subsection 5.7(1)(a) of MI 61-101. It is anticipated that some or all of the funds received from certain directors will be used to pay accrued and unpaid debt owed by the Corporation to the respective director, such debts totalling, in aggregate, approximately US$100,000.

The securities offered have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold absent registration or compliance with an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

About Rise Gold Corp.

Rise Gold is an exploration-stage mining company incorporated in Nevada, USA. The Company's principal asset is the historic past-producing Idaho-Maryland Gold Mine located in Nevada County, California, USA.

On behalf of the Board of Directors:

Joseph Mullin
President and CEO
Rise Gold Corp.

For further information, please contact:

RISE GOLD CORP.
Suite 600, 345 Crown Point Circle
Grass Valley, CA 95945
T: 530.433.0188
info@risegoldcorp.com
www.risegoldcorp.com

The CSE has not reviewed, approved or disapproved the contents of this news release.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words or statements that certain events or conditions "may" or "will" occur.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks, uncertainties and assumptions related to certain factors including, without limitation, obtaining all necessary approvals, meeting expenditure and financing requirements, compliance with environmental regulations, title matters, operating hazards, metal prices, political and economic factors, competitive factors, general economic conditions, relationships with vendors and strategic partners, governmental regulation and supervision, seasonality, technological change, industry practices, and one-time events that may cause actual results, performance or developments to differ materially from those contained in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements and information contained in this release. Rise undertakes no obligation to update forward-looking statements or information except as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/206223

FAQ

What is the new size of Rise Gold's equity financing?

Rise Gold Corp. has increased its equity financing to US$1,000,000.

How many units will be offered in the private placement?

Up to 10,526,316 units will be offered in the private placement.

What is the price per unit in the private placement?

The price per unit in the private placement is US$0.095.

What will the proceeds from the private placement be used for?

The proceeds from the private placement will be used for general working capital.

Are the securities offered registered under the U.S. Securities Act?

No, the securities offered have not been registered under the U.S. Securities Act.