Rise Gold Corp. 10-Q/A

Rise Gold Corp.: Form 10-Q/A - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No.1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2024 ❏ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-53848 RISE GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 30-0692325 (State or other jurisdiction of incorporation) (IRS Employer Identification Number) 650-669 Howe Street Vancouver , British Columbia , Canada V6C 0B4 (Address of principal executive offices) (Zip Code) ( 604 ) 260-4577 (Registrant's telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act : Title of each class Trading Symbol(s) Name of exchange on which registered None None None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ❏ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ❏ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer ❏ Accelerated filer ❏ Non-accelerated filer ☒ Smaller reporting company ☒ 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. ❏ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ❏ Yes ☒ No Explanatory Note On October 1, 2024, Rise Gold Corp. (the “Company” or “Rise”) contracted to sell 66 acres of industrial land located adjacent to the Company’s Idaho-Maryland Mine Property for $4.3 million. To comply with Item 601(b)(10) of Regulation S-K, the Company is filing this amendment to its Form 10-Q report for the quarter ended October 31, 2024 to append as exhibits the material agreements it entered into with the purchaser of the land. ITEM 6. EXHIBITS. The following exhibits are filed herewith: 3.1 Articles of Incorporation, as amended through March 29, 2017 (1) 3.2 Certificate of Change made effective December 16, 2019 (2) 3.3 Certificate of Amendment dated September 18, 2020 (2) 3.4 Bylaws (3) 10.1 Material agreements related to the October 1, 2024 $2.5 million sale of land 10.2 Material agreements related to the October 1, 2024 $1.8 million sale of land 10.3 Option agreement related to the buyback provision of 66 acres of land sold 101.INS Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). _________ (1) Included as an exhibit to our registration statement on Form S-1 filed on September 5, 2017 and incorporated herein by reference. (2) Included as an exhibit to our Form 10-K annual report filed on October 29, 2020 and incorporated herein by reference. (3) Included as an exhibit to our registration statement on Form S-1 filed on February 19, 2008 and incorporated herein by reference. 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 thereunto duly authorized. By: /s/ Joseph Mullin Joseph Mullin President and Chief Executive Officer (Principal Executive Officer) By: /s/ Mihai Draguleasa Mihai Draguleasa Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) Date April 17, 2025