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).
  
 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)
05/01/2024
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 A 15,000 05/01/2024 05/01/2029 Common Stock 15,000 $0.00 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 $0.158 04/29/2024(2) 04/29/2027 Common Stock 90,000 90,000 D
Warrants $0.6 02/17/2023(2) 02/17/2025 Common Stock 115,000 115,000 D
Warrants $1 11/01/2019(2) 09/09/2024 Common Stock 374,000 374,000 D
Warrants $0.158 05/01/2024 J 1,052,631 04/29/2024(4) 04/29/2027 Common Stock 1,052,631 $0.00 0(5) I By Eridanus Capital, LLC
Warrants $0.158 05/01/2024 J 210,526 04/29/2024(2) 04/29/2027 Common Stock 210,526 $0.00 210,526(5) D
Warrants $0.158 04/09/2024(3) 04/09/2027 Common Stock 1,350,000 1,350,000 I By Myrmikan Gold Fund, LLC
Warrants $0.26 12/07/2023(3) 12/07/2025 Common Stock 140,000 140,000 I By Myrmikan Gold Fund, LLC
Warrants $0.26 11/07/2023(3) 11/07/2025 Common Stock 750,000 750,000 I By Myrmikan Gold Fund, LLC
Warrants $0.6 01/31/2023(3) 01/31/2025 Common Stock 187,500 187,500 I By Myrmikan Gold Fund, LLC
Warrants $1 07/31/2020(3) 07/31/2024 Common Stock 173,334 173,334 I By Myrmikan Gold Fund, LLC
Warrants $1(1) 08/19/2019(3) 08/19/2024 Common Stock 85,000 85,000 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. Represents a price in Canadian dollars.
2. The holder and the issuer have entered into a warrant standstill agreement dated 4-9-24, as amended on April 29 and May 1, 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. The holder and the issuer have entered into a warrant standstill agreement dated 4-9-24, 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.
4. The holder and the issuer entered into a warrant standstill agreement dated 4-29-24, pursuant to which the holder agreed not to exercise these warrants. The agreement was to remain in effect until terminated upon 61 days' written notice to the issuer from the holder. On that basis, the holder did 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.
5. On 5-1-24, Eridanus Capital, LLC distributed its 1,052,631 warrants on a pro rata basis to its members without receiving any consideration for them. Mr. Oliver received 210,526 of the warrants.
Remarks:
This amendment has been filed to delete one holding that was inadvertently incorrectly included in the original filing. As the Manager of Myrmikan Gold Fund, LLC, Myrmikan Capital, LLC shares beneficial ownership over all securities beneficially owned by Myrmikan Gold Fund, LLC.
/s/ Daniel Oliver 05/03/2024
/s/ Daniel Oliver, as Manager of Myrmikan Capital, LLC, the Manager of Myrmikan Gold Fund, LLC 05/03/2024
/s/ Daniel Oliver, Manager of Myrmikan Capital, LLC 05/03/2024
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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