SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Proust John

(Last)

(First)

(Middle)

C/O SOUTHERN ARC MINERALS INC.

SUITE 650, 669 HOWE STREET

(Street)

VANCOUVER

V6C 0B4

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Rise Gold Corp. [ RYES ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	02/17/2023		P		392,936	A	$0.4⁽¹⁾	1,399,306	I	Gwen Proust 2018 Alter Ego Trust⁽²⁾
Common Shares								10,000	I	Proust Family Trust⁽²⁾
Common Shares								36,206	D
Common Shares								111,249	I	J. Proust & Associates⁽³⁾
Common Shares								112,865	I	Portland Management Inc.⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants	$0.6⁽¹⁾	02/17/2023		P		196,468		02/17/2023	02/17/2025	Common Shares	196,468	$0.4⁽¹⁾	229,195	I	Gwen Proust 2018 Alter Ego Trust⁽²⁾
Director Stock Option (Right to Buy)	$0.53	02/21/2023		A		105,000		02/21/2023	02/21/2028	Common Stock	105,000	$0	105,000	D
Director Stock Option (Right to Buy)	$0.89⁽⁴⁾⁽⁵⁾	02/22/2023		D			120,000⁽⁵⁾⁽⁶⁾	04/19/2018	04/19/2023	Common Stock	120,000	$0	0	D

Explanation of Responses:

1. Pursuant to a unit offering by the Issuer at $0.40 per unit, each unit consisting of one common share and one-half of one common share purchase warrant. Each whole warrant may be exercised for one common share of the Issuer at $0.60 per share for two years.

2. Trust controlled by the reporting person.

3. A corporation wholly owned by the reporting person.

4. Converted from Canadian exercise price of C$1.20 using an exchange rate of C$1.3516 = US$1.00.

5. Reflects 1-for-10 stock consolidation of the Issuer's common stock on December 16, 2019.

6. The option was cancelled by mutual agreement of the Reporting Person and the Issuer. The Reporting Person will receive a new option grant in consideration for the cancellation at a future date.

	/s/ John Proust	02/22/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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