Rise Gold discloses option and DSU grants to executives and directors

Rhea-AI Filing Summary

Rise Gold Corp. reported unregistered sales of securities tied to compensation. The company granted 1,445,469 stock options to directors and officers at an exercise price of $0.25 per share, expiring on October 30, 2030, and issued 1,365,854 deferred share units (DSUs) under its Long‑Term Incentive Plan, relying on Section 4(a)(2) of the Securities Act.

Allocations included 530,469 options and 1,000,000 DSUs to President & CEO Joseph Mullin, and 75,000 options to CFO Mihai Draguleasa. A related press release was filed as Exhibit 99.1.

8-K Event Classification

3 items: 3.02, 5.02, 9.01

3 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2025

RISE GOLD CORP.
(Exact name of registrant as specified in its charter)

Nevada	000-53848	30-0692325
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

345 Crown Point Circle, Suite 600
Grass Valley, California, United States 95945
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (917) 349-0060

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Securities

On October 30, 2025, Rise Gold Corp. announced that it granted a total of 1,445,469 stock options to directors and officers of the Corporation pursuant to the terms of the Corporation's Long-Term Incentive Plan. The stock options are exercisable at a price of $0.25 per share until October 30, 2030. The Corporation also granted 1,365,854 deferred share units ("DSUs") to certain directors and officers of the Corporation pursuant to the terms of the Long-Term Incentive Plan.

The Corporation granted the stock options and DSUs in reliance on the private offering exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. 

Item 5.02 Compensatory Arrangements of Certain Officers

(e) The disclosure provided in Item 3.02 above is incorporated in this Item 5.02(e) by reference.

Of the total 1,445,469 stock options granted by the Corporation on October 30, 2025, the Corporation granted 530,469 stock options to Joseph Mullin, who serves as the Corporation's President and Chief Executive Officer and 75,000 to Mihai Draguleasa, who serves as the Corporation's Chief Financial Officer. Joseph Mullin was also granted 1,000,000 DSUs.

Additional information is provided in the news release, a copy of which is included as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

Exhibit
No.	Description
99.1	Press release dated October 30, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  November 4, 2025

RISE GOLD CORP.

/s/ Joseph Mullin
Joseph Mullin
President and CEO

FAQ

What did RYES disclose in its 8-K?

Rise Gold granted 1,445,469 stock options at $0.25 per share expiring October 30, 2030, and 1,365,854 DSUs to directors and officers.

Which exemption did RYES rely on for these grants?

The company relied on Section 4(a)(2) of the Securities Act for a private offering exemption.

How many awards did the RYES CEO receive?

President & CEO Joseph Mullin received 530,469 stock options and 1,000,000 DSUs.

What awards did the RYES CFO receive?

CFO Mihai Draguleasa received 75,000 stock options.

What is the exercise price and term of the options?

The options are exercisable at $0.25 per share until October 30, 2030.

Was an exhibit provided with more details?

Yes. A press release dated October 30, 2025 was filed as Exhibit 99.1.