Item 3.02Unregistered Sales of Equity Securities
On July 31, 2020, Rise Gold Corp. (the "Corporation") announced the close of the
non-brokered private placement that was previously announced on July 22, 2020,
having raised a total of US$3,272,875 through the issuance of 4,363,833 units
(each a "Unit") at a price of US$0.75 per Unit (CDN$1.02 per Unit), with each
Unit comprising one share of common stock (a "Share") and one-half of one share
purchase warrant (the "Offering"). Each whole warrant (a "Warrant") entitles the
holder to acquire one share of common stock (a "Warrant Share") at an exercise
price of US$1.00 until July 31, 2022. The Corporation paid a total of US$32,576
in finder's fees and issued a total of 43,435 finder's warrants, where each
finder's warrant entitles the holder to acquire one share of common stock at a
price of US$1.00 until July 31, 2022
The Corporation offered and sold the Shares and Warrants underlying the Units in
reliance on the exclusion from registration provided by Rule 903 of Regulation S
under the Securities Act of 1933, as amended (the "Securities Act") for offers
and sales outside of the United States and on Section 4(a)(2) of the U.S.
Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder
for offers and sales in the United States and to U.S. persons. The Corporation
issued the finders' warrants in reliance on the exclusion from registration
provided by Rule 903 of Regulation S. The Corporation's reliance on Rule 903 was
based on the fact that the securities were sold in offshore transactions. The
Corporation did not engage in any directed selling efforts in the United States
in connection with the sale of the securities. The Corporation's reliance on
Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investors
provided us with written representations regarding their investment intent and
status as an accredited investor and that neither the Corporation nor anyone
acting on the Corporation's behalf engaged in any general advertising or general
solicitation.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 31, 2020, the Corporation accepted an offer (the "Offer") from Benjamin
Mossman, the Corporation's CEO, President and director, to surrender for
cancellation certain previously granted stock options to purchase shares of the
Corporation's common stock (the "Options") in order to free up additional
authorized capital needed to facilitate the closing of the Offering described
above. The Offer was made subject to the condition that once the Corporation's
authorized capital has been increased, or sufficient authorized capital becomes
otherwise available, the Corporation shall grant Mr. Mossman new stock options
at a price to be determined in accordance with, and subject to, applicable
securities and stock exchange requirements.
The cancelled Options included an aggregate of 1,097,298 stock options that had
exercise prices ranging from C$0.70 to C$2.40 per share.
The foregoing description is qualified in its entirety by reference to the form
of Authorization to Cancel Stock Options pursuant to which the Offer was made, a
copy of which is filed as Exhibit 99.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 31, 2020, the Corporation held its 2020 Annual Meeting of Stockholders,
(the "Annual Meeting"). The proposals voted upon at the Annual Meeting and the
final voting results are indicated below.
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1.To fix the number of directors to be elected at seven (7)
The number of directors to be elected, fixed at seven (7), was approved. The
voting results were as follows:
For Against Abstain Broker Non-Votes
5,670,532 19,199 31,295 2,931,957
2.Election of Directors
Broker
Nominee Votes For % Votes For Votes Withheld Non-Votes
Benjamin W. Mossman 98.11 % 5,612,392 108,234 2,931,957
Thomas I. Vehrs 98.11 % 5,612,392 108,234 2,931,957
John G. Proust 98.11 % 5,612,392 108,234 2,931,957
Murray Flanigan 98.11 % 5,612,392 108,234 2,931,957
John G. Proust 98.11 % 5,612,392 254,000 2,931,957
Lawrence Lepard 99.74 % 5,705,917 14,709 2,931,957
3.Amendment to the Corporation's Articles of Incorporation to increase the
authorized number of shares of common stock with a par value of $0.001 from
40,000,000 to 400,000,000
Broker
Votes For %* Votes For Votes Against Votes Withheld Non-Votes
35.50 7,836,867 797,883 13,432 4,401
* This is a percentage of the total outstanding shares of common stock.
4.Appointment of Davidson & Company LLP. Chartered Professional Accountants
Broker
Votes For % Votes For Votes Against Votes Withheld Non-Votes
99.46 8,601,603 21,065 25,515 4,400
All of the proposals were approved except for the proposal to increase the
Corporation's authorized shares of common stock. Under Nevada law, an amendment
to the Corporation's articles of incorporation to increase the authorized shares
must be approved by stockholders holding a majority of the outstanding shares,
not just a majority of the shares voted. The Corporation intends to convene a
special meeting as soon as possible to revote on this item.
Item 9.01 Financial Statements and Exhibits
Exhibit
No.Description
99.1 Form of Authorization to Cancel Stock Options dated July 31, 2020
99.2 Press release dated July 31, 2020 announcing results of the Company's
Annual General Meeting
99.3 Press release dated July 31, 2020 announcing corrected results of the
Company's Annual General Meeting
99.4 Press release dated July 31, 2020 announcing the final closing of the
Placement
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