Rise Gold Corp. investors led by Equinox Partners report a significant ownership position. Equinox Partners Investment Management LLC, related funds, and Sean M. Fieler collectively report beneficial ownership of 24,591,791 Common Shares of Rise Gold, equal to about 19.9% of the company’s 123,020,467 shares outstanding.
This total includes 23,892,684 shares held outright and warrants currently exercisable for 699,107 additional shares, all subject to a “Beneficial Ownership Limitation” that caps each holder at 19.99% unless they give at least 61 days’ prior notice to lift the cap. The group states the securities are not held to change or influence control of Rise Gold.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Rise Gold Corp.
(Name of Issuer)
Common Stock, $0.001 par value ("Common Shares")
(Title of Class of Securities)
76760R100
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
76760R100
1
Names of Reporting Persons
Equinox Partners Investment Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
24,591,791.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
24,591,791.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
24,591,791.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
19.9 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: Includes 23,892,684 shares of common stock, par value $0.001 per share (the "Common Shares") of Rise Gold Corp. (the "Issuer") and, in accordance with the Beneficial Ownership Limitation (as described herein), warrants to purchase 699,107 Common Shares of the Issuer held in one or more client accounts over which Equinox Partners Investment Management LLC, as investment advisor, has shared voting and dispositive power. The filing of this statement should not be deemed as admission that Equinox Partners Investment Management LLC is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Shares held in such client account(s).
SCHEDULE 13G
CUSIP No.
76760R100
1
Names of Reporting Persons
EQUINOX PARTNERS LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
15,109,400.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,109,400.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,109,400.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
76760R100
1
Names of Reporting Persons
Equinox Partners Precious Metals Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,446,430.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,446,430.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,446,430.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
76760R100
1
Names of Reporting Persons
MASON HILL PARTNERS LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,734,847.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,734,847.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,734,847.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
76760R100
1
Names of Reporting Persons
Sean M. Fieler
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
24,591,791.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
24,591,791.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
24,591,791.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
19.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: See Footnote 1 on page 2. The filing of this statement should not be deemed an admission that Mr. Fieler is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Shares held in such client account(s).
The names of the persons jointly filing this statement on Schedule 13G (collectively, the "Reporting Persons") are:
* Equinox Partners Investment Management LLC, a Delaware limited liability company ("EPIM").
* Equinox Partners, L.P., a Delaware limited partnership ("Equinox Partners").
* Equinox Partners Precious Metals Fund, L.P., a Delaware limited partnership ("EPMX").
* Mason Hill Partners, LP, a Delaware limited partnership ("Mason Hill Partners").
* Sean M. Fieler, a United States Citizen ("Mr. Fieler").
EPIM's principal business is serving as an investment advisor to certain private investment funds, including Equinox Partners, EPMX, Mason Hill Partners, and other client accounts.
Each of Equinox Partners, EPMX, and Mason Hill Partners is a private investment fund.
Mr. Fieler owns a controlling interest in, and is the managing member of, EPIM.
(b)
Address or principal business office or, if none, residence:
The principal business office of each of the Reporting Persons is Three Stamford Plaza, 301 Tresser Blvd, 13th Fl., Stamford, CT 06901.
(c)
Citizenship:
Each of EPIM, EPMX, Equinox Partners, and Mason Hill Partners is organized under the laws of the State of Delaware. Mr. Fieler is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, $0.001 par value ("Common Shares")
(e)
CUSIP No.:
76760R100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Each of EPIM and Mr. Fieler may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Common Shares which each of Equinox Partners, EPMX, and Mason Hill Partners directly beneficially owns. Each of EPIM and Mr. Fieler disclaims beneficial ownership of such Common Shares for all other purposes.
EPIM acts as an investment advisor to certain client accounts and, by virtue of investment management agreements with these clients, has voting and dispositive power over the Common Shares held in such client accounts. Mr. Fieler is the managing member of, and owns a controlling interest in, EPIM. The filing of this statement should not be deemed an admission that EPIM or Mr. Fieler is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Shares held in such client accounts.
(a) Amount beneficially owned:
(i) EPIM beneficially owns 24,591,791 Common Shares, consisting of 23,892,684 Common Shares held outright and warrants that, in accordance with the Beneficial Ownership Limitation (as described below), are currently exercisable for 699,107 Common Shares.
(ii) Equinox Partners beneficially owns 15,109,400 Common Shares, consisting of 9,336,921 Common Shares held outright and warrants that, in accordance with the Beneficial Ownership Limitation, are currently exercisable for 5,772,479 Common Shares.
(iii) EPMX beneficially owns 1,446,430 Common Shares, consisting of 891,723 Common Shares held outright and warrants that, in accordance with the Beneficial Ownership Limitation, are currently exercisable for 554,707 Common Shares.
(iv) Mason Hill Partners beneficially owns 2,734,847 Common Shares, consisting of 1,698,474 Common Shares held outright and warrants that, in accordance with the Beneficial Ownership Limitation, are currently exercisable for 1,036,373 Common Shares.
(v) Mr. Fieler beneficially owns 24,591,791 Common Shares, consisting of 23,892,684 Common Shares held outright and warrants that, in accordance with the Beneficial Ownership Limitation, are currently exercisable for 699,107 Common Shares.
(vi) Collectively, the Reporting Persons beneficially own 24,591,791 Common Shares, consisting of 23,892,684 Common Shares held outright and warrants that, in accordance with the Beneficial Ownership Limitation, are currently exercisable for 699,107 Common Shares.
(vii) The warrants to purchase shares of common stock held by the Reporting Persons (the "Warrants") are subject to a "Beneficial Ownership Limitation" set forth in the respective Warrant Certificates governing the Warrants such that the Warrants are exercisable for Common Shares by a holder only to the extent the holder, together with its affiliates and any other person acting as a group with the holder, would not beneficially own more than 19.99% of the outstanding Common Shares after giving effect to such exercise, as such percentage ownership is determined in accordance with the applicable Warrant Certificate (the "Beneficial Ownership Limitation"), except that upon at least 61 days' prior notice from the holder to the Issuer, the holder may terminate the Beneficial Ownership Limitation. The Reporting Persons disclaim beneficial ownership of any Common Shares into which the Warrants would be exercisable but for the application of the Beneficial Ownership Limitation.
(b)
Percent of class:
The following percentages are based on 123,020,467 Common Shares outstanding, as reported by the Issuer, and are calculated in accordance with the Beneficial Ownership Limitation.
(i) EPIM's beneficial ownership of 24,591,791Common Shares represents approximately 19.9% of the outstanding Common Shares.
(ii) Equinox Partners' beneficial ownership of 15,109,400 Common Shares represents approximately 11.7% of the outstanding Common Shares.
(iii) EPMX's beneficial ownership of 1,446,430 Common Shares represents approximately 1.2% of the outstanding Common Shares.
(iv) Mason Hill Partners' beneficial ownership of 2,734,847 Common Shares represents approximately 2.2% of the outstanding Common Shares.
(v) Mr. Fieler's beneficial ownership of 24,591,791 Common Shares represents approximately 19.9% of the outstanding Common Shares.
(vi) Collectively, the Reporting Persons' beneficial ownership of 24,591,791 Common Shares represents approximately 19.9% of the outstanding Common Shares.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit A of the Schedule 13G filed by the Reporting Persons with respect to the Issuer dated April 29, 2025.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Equinox Partners Investment Management LLC
Signature:
/s/ Sean M. Fieler
Name/Title:
Sean M. Fieler, Manager of Equinox Partners Investment Management LLC
Date:
02/17/2026
EQUINOX PARTNERS LP
Signature:
/s/ Sean M. Fieler
Name/Title:
Sean M. Fieler, Manager of Equinox Partners Investment Management LLC, the Investment Manager of Equinox Partners, L.P.
Date:
02/17/2026
Equinox Partners Precious Metals Fund, L.P.
Signature:
/s/ Sean M. Fieler
Name/Title:
Sean M. Fieler, Manager of Equinox Partners Investment Management LLC, the Investment Manager of Equinox Partners Precious Metals Fund, L.P.
Date:
02/17/2026
MASON HILL PARTNERS LP
Signature:
/s/ Sean M. Fieler
Name/Title:
Sean M. Fieler, Manager of Equinox Partners Investment Management LLC, the Investment, Manager of Mason Hill Partners, LP
What ownership stake in Rise Gold (RYES) is reported by Equinox-related investors?
Equinox-related investors report beneficial ownership of 24,591,791 Rise Gold Common Shares, or about 19.9% of the company. This includes 23,892,684 shares held outright plus warrants currently exercisable for 699,107 shares, based on 123,020,467 shares outstanding.
Who are the reporting persons in this Rise Gold (RYES) Schedule 13G/A?
The reporting persons are Equinox Partners Investment Management LLC, Equinox Partners, Equinox Partners Precious Metals Fund, Mason Hill Partners, and Sean M. Fieler. These entities and Mr. Fieler are affiliated investment managers and funds that collectively hold a large Rise Gold position.
How many Rise Gold (RYES) shares and warrants are held outright versus via options?
The reporting group holds 23,892,684 Rise Gold Common Shares outright and warrants exercisable for 699,107 additional shares. Together this totals 24,591,791 beneficially owned shares, subject to a contractual ownership cap described as the Beneficial Ownership Limitation.
What is the Beneficial Ownership Limitation mentioned for Rise Gold (RYES) warrants?
The Beneficial Ownership Limitation caps each holder’s post-exercise ownership at 19.99% of Rise Gold’s outstanding Common Shares. Warrants are only exercisable to stay below this threshold, though a holder may terminate the cap with at least 61 days’ prior notice.
Are Equinox and Sean Fieler seeking control of Rise Gold (RYES) with this stake?
The reporting group certifies the securities were not acquired to change or influence control of Rise Gold. They state the holdings are not connected with any transaction intended to affect control, other than activities solely related to a specific director nomination rule.
What percentage of Rise Gold (RYES) does each Equinox-related entity beneficially own?
Equinox Partners Investment Management LLC and Sean Fieler each report 19.9%, Equinox Partners 11.7%, EPMX 1.2%, and Mason Hill Partners 2.2%. Percentages are calculated using 123,020,467 Common Shares outstanding and include currently exercisable warrants within the ownership cap.
