Filing Details

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Rise Gold Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

76760R100

(CUSIP Number)

Daniel Oliver Jr.

713 Silvermine Road

New Canaan, CT 06840

(646) 797-3134

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 29, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

SCHEDULE 13D

CUSIP No.  76760R100

1	NAME OF REPORTING PERSON Daniel Oliver Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (See Instructions) (a)   ☐ (b)   ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 489,070 (1)
		8	SHARED VOTING POWER 9,278,112
		9	SOLE DISPOSITIVE POWER 489,070 (1)
		10	SHARED DISPOSITIVE POWER 9,278,112
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 9,767,182 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.4% (2)
14	TYPE OF REPORTING PERSON (See Instructions) IN

⁽¹⁾ Includes 309,070 shares of common stock underlying options

⁽²⁾ Based on a total of 55,785,106 shares of common stock outstanding on May 2, 2024

SCHEDULE 13D

CUSIP No.  76760R100

1	NAME OF REPORTING PERSON   Myrmikan Gold Fund, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (See Instructions) (a)   ☐ (b)   ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   7,172,849
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   7,172,849
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON   7,172,849
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   12.8% (1)
14	TYPE OF REPORTING PERSON (See Instructions)   IV

⁽¹⁾ Based on a total of 55,785,106 shares of common stock outstanding on May 2, 2024

SCHEDULE 13D

CUSIP No.  76760R100

1	NAME OF REPORTING PERSON   Myrmikan Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (See Instructions) (a)   ☐ (b)   ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   7,172,849
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   7,172,849
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON   7,172,849
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   12.8% (1)
14	TYPE OF REPORTING PERSON (See Instructions)   IV

⁽¹⁾ Based on a total of 55,785,106 shares of common stock outstanding on May 2, 2024

Item 1. Security and Issuer.

The name of the issuer is Rise Gold Corp., a Nevada corporation (the "Issuer"), which has its principal executive offices at Suite 650, 669 Howe Street, Vancouver, British Columbia, Canada V6C 0B4. This report relates to the Issuer's class of common stock without par value.

Item 2. Identity and Background.

(a): This Schedule 13D amendment (this "Amendment") has been jointly filed by Daniel Oliver Jr. as an individual, Myrmikan Gold Fund, LLC, a private investment fund (the "Fund"), and Myrmikan Capital, LLC, an investment adviser and manager of the Fund (the "Manager"). Mr. Oliver owns a 97.5% membership interest in, and is the manager of, the Manager. The parties filing the Schedule 13D are also referred to herein as "reporting persons."

(b): The address of each of the reporting persons is 713 Silvermine Road, New Canaan, Connecticut 06840.

(c): The Fund's principal business is investing in securities. The Manager's principal business is providing investment management for the Fund. Mr. Oliver's principal business is acting as manager of the Manager and providing investment management for the Fund.

(d): During the last five years none of the reporting persons has been convicted in a criminal proceeding.

(e): During the last five years, none of the reporting persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in their being subject, either currently or in the past, to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f): Mr. Oliver is citizen of the United States. The Fund is a Delaware limited liability company. The Manager is a Delaware limited liability company.

Item 3. Source and Amount of Funds or Other Consideration.

On April 29, 2024, Mr. Oliver purchased 180,000 units (the "Units") from the Issuer in a private offering for a purchase price of $0.095 per Unit (the "Purchase Price"). Each Unit was comprised of one share of the Issuer's common stock and one-half common stock purchase warrant (each whole warrant, a "Warrant"). By its terms, each whole Warrant is exercisable to buy an additional share of the Issuer's common stock at an exercise price of $0.158 for a term of three years. Mr. Oliver used his own investment funds to pay the Purchase Price.

Mr. Oliver is the manager of Eridanus Capital, LLC ("Eridanus"). On April 29, 2024, Eridanus purchased 2,105,263 Units from the Issuer at the Purchase Price, including 2,105,263 shares of the Issuer's common stock and 1,052,631 Warrants. Eridanus used its own investment funds to pay the Purchase Price.

Subsequently, on May 1, 2024, Eridanus distributed the 1,052,631 Warrants to its members on a pro rata basis without receiving any compensation for them. As a member of Eridanus, Mr. Oliver received 210,526 of the Warrants that Eridanus distributed.

See Items 5, 6 and 7 below for additional information regarding the Warrants and other warrants held by the reporting persons.

On May 1, 2024, the Issuer granted Mr. Oliver 15,000 stock options, each of which gives the holder the right to buy one share of the Issuer's common stock at an exercise price of $0.17 per share for a term of five years.

Item 4. Purpose of Transaction.

Mr. Oliver and Eridanus each purchased the Units as described in Item 3 for investment purposes. All securities of the Issuer that are beneficially owned by the reporting persons are held for investment purposes.

Mr. Oliver intends to continue to seek to influence the policies of the Issuer with a goal of maximizing the value of the Issuer's common stock.

As of the date hereof, and except as otherwise disclosed herein, Mr. Oliver, the Fund and the Manager do not have any plans or proposals which relate to or would result in:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d) Any change in the management of the Issuer or any change in the present board of directors of the Issuer other than in connection with the normal nominating process of the full board of directors for the Issuer's annual meeting of stockholders;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer's business or corporate structure;

(g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or

(j) Any action similar to any of those enumerated above.

The reporting persons may purchase, sell or transfer common stock beneficially owned by them from time to time in private or public transactions depending on economic considerations. Any such transactions may be effected at any time or from time to time subject to any applicable limitations imposed on the sale of the common stock by applicable law.

Item 5. Interest in Securities of the Issuer.

(a) - (b) As of the date of this report, Mr. Oliver beneficially owns, directly or indirectly, a total of 9,767,182 shares of the Issuer's common stock, which constitutes 17.4% of the class of common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934. The Fund beneficially owns a total of 7,172,849 shares of common stock, which constitutes 12.8% of the class as calculated in accordance with Rule 13d-3. As the manager of the Fund, the Manager is deemed to share beneficial ownership of the shares beneficially owned by the Fund. As the manager of the Manager, Mr. Oliver is likewise deemed to share beneficial ownership of the shares beneficially owned by the Fund and the Manager. As the manager of Eridanus, Mr. Oliver is deemed to share beneficial ownership of the shares beneficially owned by Eridanus.

Rule 13d-3 provides, in part, that shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option or warrant) within 60 days.

In computing the percentage ownership of any person under Rule 13d-3, the number of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of the person does not necessarily reflect a person's actual ownership or voting power with respect to the number of shares actually outstanding.

All shares of common stock listed in the table below are currently beneficially owned, directly or indirectly, by Mr. Oliver. The Fund and the Manager share beneficial ownership of the 7,172,849 shares of common stock held by the Fund. As of May 2, 2024, a total of 55,785,106 shares of the Issuer's common stock were outstanding.

Outstanding Shares	Shares Underlying Currently Exercisable Warrants or Options	Registered Holders
180,000 (1)		Mr. Oliver
	309,070 (1) (Underlying Options)	Mr. Oliver
7,172,849 (2)		The Fund
2,105,263 (3)		Eridanus

(1) Voting and dispositive power held solely by Mr. Oliver

(2) Voting and dispositive power shared by the Fund, the Manager and Mr. Oliver

(3) Voting and dispositive power shared by Eridanus and Mr. Oliver

(c) Except as disclosed in this Amendment and in Amendment No. 2, the reporting persons did not engage in any transactions in the Issuer's class of common stock during the last 60 days.

(d) No person other than the reporting persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the reporting persons.

(e) Item 5(e) is not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Mr. Oliver serves as a member of the Board of Directors of the Issuer.

The information provided in Items 3, 4 and 5 is incorporated by reference in its entirety in this Item 6.

On April 9, 2024, Mr. Oliver and the Fund entered into warrant standstill agreements with the Issuer, pursuant to which each agreed not to exercise their outstanding warrants to buy the Issuer's common stock, including the Warrants purchased by the Fund on April 9, 2024.

On April 29, 2024, Mr. Oliver and the Issuer amended Mr. Oliver's warrant standstill agreement to also include the 90,000 Warrants he purchased on that date (the "Oliver Amendment No. 1"), and Eridanus entered into a warrant standstill agreement with the Issuer, pursuant to which Eridanus agreed not to exercise the Warrants that Eridanus purchased on that date (the "Eridanus Agreement").

On May 1, 2024, Eridanus distributed its 1,052,631 Warrants to its members on a pro rata basis, and Mr. Oliver received 210,526 of those Warrants. On that date, Mr. Oliver and the Issuer amended Mr. Oliver's warrant standstill agreement to also include those 210,526 Warrants ("Oliver Amendment No. 2").

Each warrant standstill agreement will remain in effect until terminated upon 61 days' written notice to the Issuer from the applicable reporting person. Accordingly, the reporting persons currently do not beneficially own any of the common shares underlying the warrants covered by the agreements, as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended.

Item 7. Material to be Filed as Exhibits.

The reporting persons entered into a Joint Filing Agreement dated September 29, 2023, which was filed as Exhibit "A" to the initial filing of this Schedule 13D.

The Form of Warrant Standstill Agreement between Daniel Oliver Jr. and the Issuer dated April 9, 2024 was filed as Exhibit "B" to this Schedule 13D in Amendment No. 2 filed on April 12, 2024.

The Form of Warrant Standstill Agreement between Myrmikan Gold Fund, LLC and the Issuer dated April 9, 2024 was filed as Exhibit "C" to this Schedule 13D in Amendment No. 2 filed on April 12, 2024.

The Form of Oliver Amendment No. 1 is included as Exhibit "D" hereto.

The Form of the Eridanus Agreement is included as Exhibit "E" hereto.

The Form of Oliver Amendment No. 2 is included as Exhibit "F" hereto.

[Signature page follows]

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.

Dated: May 3, 2024

		/s/ Daniel Oliver Jr
		Daniel Oliver Jr
		Myrmikan Gold Fund, LLC
	By:	/s/ Daniel Oliver Jr
		Manager of Myrmikan
		Capital, LLC
		Myrmikan Capital, LLC
	By:	/s/ Daniel Oliver Jr
		Manager

EXHIBIT "D"

Form of Amendment No. 1 to Warrant Standstill Agreement - Daniel Oliver Jr.

Daniel Oliver Jr.

713 Silvermine Road

New Canaan, Connecticut 06840

April 29, 2024

Rise Gold Corp.

345 Crown Point Circle, Unit 600

Grass Valley, California 95945

Re: Amendment No. 1 to Warrant Standstill Agreement

To: Rise Gold Corp. (the "Company")

The undersigned and the Company have previously entered into a warrant standstill agreement dated April 9, 2024 (the "Agreement"). This letter confirms the understanding and agreement of the undersigned and the Company to amend the Agreement as follows:

1. The term "Warrants" in the Agreement is hereby amended to include the following additional warrants acquired by the undersigned from the Company on this date:

2. All other provisions of the Agreement shall remain in effect without change.

3. This Amendment may be signed in counterparts, and delivery of copies of this Amendment with facsimile signatures will be sufficient to create a valid amendment to the Agreement.

If the Company agrees with the foregoing terms and conditions, please indicate its acceptance of this Amendment by executing a copy of this letter below and delivering the same to the undersigned.

Yours very truly,

_______________________________________

Daniel Oliver Jr.

This Amendment is hereby accepted as of April 29, 2024.

	RISE GOLD CORP.
Per:
	Joseph Mullin
	President and Chief Executive Officer

EXHIBIT "E"

Form of Warrant Standstill Agreement - Eridanus Capital, LLC

Eridanus Capital, LLC

201 E 5^th Street, Suite 1200

Sheridan Way, Wyoming 82801

April 29, 2024

Rise Gold Corp.

345 Crown Point Circle, Unit 600

Grass Valley, California 95945

Re: Warrant Standstill Agreement

To: Rise Gold Corp. (the "Company")

In connection with the private purchase from the Company on this date by Eridanus Capital, LLC ("Eridanus") of units, each of which is comprised of one share of common stock of the Company and one-half of a common stock purchase warrant of the Company, this letter confirms the understanding and agreement of Eridanus and the Company regarding the following matters (this "Agreement"):

1. While this Agreement remains in effect, Eridanus will not exercise and the Company will not facilitate the exercise of any of the warrants purchased by Eridanus from the Company on this date, as described more particularly below (the "Warrants"):

2. This Agreement will terminate and no longer be in effect upon the first to occur of (a) the date falling 61 days after the date on which Eridanus gives written notice of termination of the Agreement to the Company by an email transmitted to an officer of the Company, and (b) the date on which all of the Warrants have expired.

3. This Agreement may be signed in counterparts, and delivery of copies of this Agreement with facsimile signatures will be sufficient to create a valid contract.

If the Company agrees with the foregoing terms and conditions, please indicate its acceptance of this Agreement by executing a copy of this letter below and delivering the same to Eridanus.

Yours very truly,

	ERIDANUS CAPITAL, LLC
By:
	Daniel Oliver Jr., Manager

This Agreement is hereby accepted as of April 29, 2024.

	RISE GOLD CORP.
Per:
	Joseph Mullin
	President and Chief Executive Officer

EXHIBIT "F"

Form of Amendment No. 2 to Warrant Standstill Agreement - Daniel Oliver Jr.

Daniel Oliver Jr.

713 Silvermine Road

New Canaan, Connecticut 06840

May 1, 2024

Rise Gold Corp.

345 Crown Point Circle, Unit 600

Grass Valley, California 95945

Re: Amendment No. 2 to Warrant Standstill Agreement

To: Rise Gold Corp. (the "Company")

The undersigned and the Company have previously entered into a warrant standstill agreement dated April 9, 2024, as previously amended on April 29, 2024 (the "Agreement"). This letter confirms the understanding and agreement of the undersigned and the Company to further amend the Agreement as follows:

1. The term "Warrants" in the Agreement is hereby amended to include the following additional warrants acquired by the undersigned from Eridanus Capital, LLC on this date:

2. All other provisions of the Agreement shall remain in effect without change.

3. This Amendment may be signed in counterparts, and delivery of copies of this Amendment with facsimile signatures will be sufficient to create a valid amendment to the Agreement.

If the Company agrees with the foregoing terms and conditions, please indicate its acceptance of this Amendment by executing a copy of this letter below and delivering the same to the undersigned.

Yours very truly,

_______________________________________

Daniel Oliver Jr.

This Amendment is hereby accepted as of May 1, 2024.

	RISE GOLD CORP.
Per:
	Joseph Mullin
	President and Chief Executive Officer

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