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 2430, 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 2430, 2025, Rise Gold Corp. ~~(the~~announced ~~"Company")~~that ~~closed~~it ~~the~~granted ~~non-brokered~~a ~~private~~total ~~placement~~ of ~~units~~1,445,469 ~~("Units")~~stock ~~previously~~options ~~announced~~to indirectors ~~the~~and ~~Company's~~officers ~~October~~of ~~17,~~the ~~2025~~Corporation ~~news~~pursuant ~~release. The~~to ~~Company~~the ~~raised~~terms ~~a total~~ of ~~US$7,000,000~~the ~~through~~Corporation's ~~the~~Long-Term ~~sale~~Incentive ofPlan. ~~28,000,000~~The ~~units~~stock ~~(each~~options aare ~~"Unit")~~exercisable at a price of US$0.25 per ~~Unit.~~share ~~Each~~until ~~Unit~~October ~~consists~~30, of2030. ~~one~~The ~~share~~Corporation ofalso ~~common~~granted ~~stock~~1,365,854 (adeferred ~~"Share") and one common~~ share ~~purchase~~units ~~warrant~~ (a "~~Warrant~~DSUs"). ~~Each Warrant entitles the holder~~ to ~~purchase~~certain andirectors ~~additional~~and ~~Share~~officers of the ~~Company~~Corporation atpursuant anto ~~exercise~~the ~~price~~terms of ~~US$0.45~~the ~~until~~Long-Term ~~October~~Incentive ~~24, 2028~~Plan.

The ~~Company~~Corporation ~~paid~~granted ~~finder's~~the ~~fees~~stock ofoptions ~~US$1,500~~ and ~~issued~~DSUs ain ~~total~~reliance ofon ~~6,000~~the ~~finder's~~private ~~warrants~~offering ~~("Finder's~~exemption ~~Warrants"),~~from ~~with~~registration ~~each~~provided ~~Finder's~~by ~~Warrant~~Section ~~entitling the holder to acquire one Share~~ 4(~~each~~ a ~~"Finder's Warrant Share"~~)(2) ~~at a price~~ of ~~US$0.45~~the ~~until~~Securities ~~October~~Act 24of 1933, ~~2028~~as amended.

~~The~~Item Company issued the Units and the Shares and Warrants comprising the Units and offered the Warrant Shares in reliance on Rule 903 of Regulation S ("Regulation S") under the Securities Act of 1933, as amended (the "Securities Act") for offers and sales outside of the United States and Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder for offers and sales in the United States and to U5.S.02 ~~persons.~~Compensatory ~~The~~Arrangements Company's reliance on Rule 903 was based on the fact that the securities were sold in offshore transactions, neither the Company nor anyone acting on its behalf engaged in any directed selling efforts in the United States in connection with the offer and sale of ~~the~~Certain securities, and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any U.S. person. Reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that each U.S. purchaser provided us with written representations regarding the purchaser's investment intent and status as an accredited investor and neither the Company nor anyone acting on its behalf engaged in any general advertising or general solicitation.Officers

(e) The ~~Company~~disclosure ~~issued~~provided ~~the~~in ~~Finder's~~Item ~~Warrants~~3.02 ~~and~~above ~~offered~~is ~~the~~incorporated ~~Finder's Warrant Shares~~ in ~~reliance~~this onItem ~~the private offering exemption from registration provided by Section 4~~5.02(ae)~~(2)~~ ofby ~~the Securities Act~~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

ExhibitNo.	Description
Exhibit
99.1	Press release dated October 24, 2025
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: ~~October~~November 244, 2025

RISE GOLD CORP.

/s/ Joseph Mullin
Joseph Mullin
President and CEO

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