Rise Gold insider adds 1,000,000 warrants at $0.45; standstill noted

Rhea-AI Filing Summary

Rise Gold (RYES): Director and 10% owner Daniel Oliver reported buying 1,000,000 shares of common stock at $0.25 on 10/24/2025. Following the transaction, beneficial ownership was 14,663,191 shares held indirectly through Myrmikan Gold Fund, LLC and 1,210,653 shares held directly.

On the same date, the reporting persons also reported 1,000,000 new warrants with a $0.45 exercise price, held indirectly via Myrmikan Gold Fund, alongside previously reported options and warrants positions. A warrant standstill agreement dated 4/9/2024, as amended on 5/8/2025 and 10/24/2025, provides that the holder has agreed not to exercise specified warrants and may terminate the standstill with 61 days’ written notice; under this, the holder does not beneficially own the warrant underlying shares for Section 13(d) purposes. One prior warrant issuance was tied to a $500,000 secured loan to the issuer.

Insights

Securities law analyst

Insider bought shares; warrants subject to a standstill.

The filing shows a purchase of 1,000,000 RYES shares at $0.25 on 10/24/2025, increasing reported holdings to 14,663,191 indirectly via Myrmikan Gold Fund, LLC and 1,210,653 directly. The same date includes 1,000,000 new warrants with a $0.45 exercise price held indirectly.

A standstill agreement (dated 4/9/2024, amended on 5/8/2025 and 10/24/2025) states the holder agreed not to exercise specified warrants and may end the standstill with 61 days’ notice. Under that framework, shares underlying those warrants are not counted as beneficially owned for Section 13(d). The filing also notes a prior $500,000 secured loan linked to an earlier warrant issuance.

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

OMB APPROVAL

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
10/24/2025

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	10/24/2025		P		1,000,000	A	$0.25	14,663,191	I	By Myrmikan Gold Fund, LLC
Common Stock								1,210,653	D

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
Warrants	$0.45	10/24/2025		P		1,000,000		10/24/2025(1)	10/24/2028	Common Stock	1,000,000	$0.00	1,000,000	I	By Myrmikan Gold Fund, LLC
Options	$0.1							05/22/2025	05/22/2030	Common Stock	200,000		200,000	D
Options	$0.1							03/25/2025	03/25/2030	Common Stock	60,000		60,000	D
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	$0.15							05/08/2025(1)	05/08/2028	Common Stock	304,800		304,800	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	$0.15							05/08/2025(1)	05/08/2028	Common Stock	3,245,171		3,245,171	I	By Myrmikan Gold Fund, LLC
Warrants	$0.1735							10/10/2024(1)	10/10/2028	Common Stock	2,882,514		2,882,514(2)	I	By Myrmikan Gold Fund, LLC
Warrants	$0.158							04/09/2024(1)	04/09/2027	Common Stock	1,350,000		1,350,000	I	By Myrmikan Gold Fund, LLC
Warrants	$0.26							12/07/2023(1)	12/07/2025	Common Stock	140,000		140,000	I	By Myrmikan Gold Fund, LLC
Warrants	$0.26							11/07/2023(1)	11/07/2025	Common Stock	750,000		750,000	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)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Myrmikan Capital, LLC

(Last) (First) (Middle)

713 SILVERMINE ROAD

(Street)

NEW CANAAN CT 06840

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The holder and the issuer have entered into a warrant standstill agreement dated 4-9-24, as amended and restated on May 8, 2025 with respect to Mr. Oliver and October 24, 2025 with respect to the Fund, 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. 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	10/28/2025
	/s/ Daniel Oliver, as Manager of Myrmikan Capital, LLC, the Manager of Myrmikan Gold Fund, LLC	10/28/2025
	/s/ Daniel Oliver, Manager of Myrmikan Capital, LLC	10/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did RYES insider Daniel Oliver report on Form 4?

He reported buying 1,000,000 RYES shares at $0.25 on 10/24/2025.

How many RYES shares does the reporting person own after the transaction?

Beneficial ownership is 14,663,191 shares indirectly via Myrmikan Gold Fund, LLC and 1,210,653 shares directly.

Were any derivative securities reported by RYES insiders?

Yes, 1,000,000 new warrants with a $0.45 exercise price were reported indirectly via Myrmikan Gold Fund on 10/24/2025, along with previously reported options and warrants.

What is the RYES warrant standstill agreement noted in the filing?

A standstill dated 4/9/2024, amended 5/8/2025 and 10/24/2025, provides the holder agreed not to exercise specified warrants and may terminate with 61 days’ notice.

Was any financing linked to prior RYES warrants?

Yes. Certain warrants were issued in connection with a secured loan where the holder loaned $500,000 to the issuer.

Who holds the indirect RYES positions?

Indirect holdings are reported through Myrmikan Gold Fund, LLC.