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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