Sec Form 13D Filing - Mossman Benjamin filing for Rise Gold Corp. (RYES) - 2020-09-25

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.  )*

           Rise Gold Corp.      

(Name of Issuer)

      Common Shares      

(Title of Class of Securities)

         76760R100        

(CUSIP Number)

Benjamin Mossman

10492 Indian Trail

Nevada City, CA 96969

          (604) 219-9072       

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

            September 22, 2020      

(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 

*Does not include 92,000 shares of common stock beneficially owned by the reporting person’s spouse, Tessa Brinkman. The reporting person disclaims beneficial ownership of such shares, which are owned solely in Ms. Brinkman’s name

** Based on a total of 26,770,298 shares of common stock outstanding on September 22, 2020.

Item 1.Security and Issuer. 

The name of the issuer is Rise Gold Corp., a British Columbia corporation (“Issuer”), which has its principal executive offices at Suite 650, 669 Howe Street, Vancouver, British Columbia, Canada V6C 0B4. This statement relates to the Issuer’s class of common stock, par value $0.001 per share (“Common Stock”).

Item 2.Identity and Background. 

(a):The reporting person is Benjamin Mossman. 

(b):The reporting person’s address is 10492 Indian Trail, Nevada City, CA 96969. 

(c):The reporting person serves as the Chief Executive Officer and President and a Director of the Issuer, whose address is disclosed in Item 1. 

(d):Except as described below, during the last five years the reporting person was not convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). 

The reporting person is a former director and officer of Banks Island Gold Ltd. (“Banks”), a company formerly listed on the TSX Venture Exchange that traded under the symbol “BOZ”, during the time it assigned itself into bankruptcy on January 7, 2016. Banks appointed D. Manning & Associates as trustee in the bankruptcy proceedings. Subsequent to the bankruptcy, FTI Consulting of Vancouver, BC, was appointed as receiver by a major secured creditor. The trustee subsequently applied to be discharged from its role as trustee, which was granted on April 4, 2018. To the best of Mr. Mossman’s knowledge, the secured creditor has taken possession of the property as of this date. To date, Banks remains undischarged from the bankruptcy proceedings.

The reporting person, Banks, and two other former employees of Banks, were subject to summary conviction proceedings commenced in August 2016 for alleged violations of the British Columbia provincial Environmental Management Act (the “EMA”), the Provincial Water Act, and the federal Fisheries Act. The charges are related to the active mining operations conducted by Banks at and on Banks Island, BC during the period from 2014 to 2016. The court found the reporting person not guilty and acquitted of all charges specifically related to alleged pollution under the Fisheries and Water Act. He was acquitted of all but two minor offences under the EMA, for which the court imposed a $15,000 global fine against the reporting person. All charges were dropped against one former employee and against Banks, and the court dismissed all charges against the other former employee.

Subsequent to the decision, the Crown and Defense Counsel for the reporting person both filed appeals regarding certain of the original determinations as they relate to the reporting person. The summary conviction appeal was heard by the BC Supreme Court in May 2019.  In February 2020, the court issued its decision and ordered a new trial in the matter. Counsel for the reporting person are currently seeking leave to appeal the BC Supreme Court decision to the BC Court of Appeal.

In a second trial, the Crown charged the reporting person with obstruction of justice related to the investigation of the underlying charges laid under the EMA and the other provincial and federal environmental regulations. The court acquitted him of that charge on March 6, 2019. No appeal of the acquittal was filed by the Crown.

(e)Not applicable. 

(f)The reporting person is a citizen of Canada. 

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

Other than as described in Item 4, the reporting person did not give any separate consideration for the grant of stock options on September 22, 2020.

Item 4.Purpose of Transaction. 

On September 22, 2020, the Issuer granted options (the “Options”) to the reporting person to purchase 1,338,500 shares of Common Stock in accordance with provisions of the following documents:

(a)An Authorization to Cancel Stock Options dated July 31, 2020, which was given by the reporting person to the Company (the “Authorization”). 

Pursuant to the Authorization, the reporting person voluntarily surrendered a total of 1,097,298 stock options for cancellation (the “Canceled Options”) on July 31, 2020 in order to increase the available capital of the Company and allow it to close a private placement financing on that date. The reporting person surrendered the Canceled Options for the benefit of the Corporation and with the understanding that when the Company’s authorized capital was increased, or sufficient authorized capital otherwise became available, the Company would grant new stock options to the reporting person at a price to be determined in accordance with, and subject to, applicable securities and stock exchange requirements. The Company’s authorized Common Stock was increased from 40 million shares to 400 million shares by the vote of stockholders at a special meeting held for that purpose on September 18, 2020.

(b)An Executive Employment Agreement between the Issuer and the reporting person dated April 19, 2017, as amended on April 16, 2018 (the “Executive Employment Agreement”). 

A provision of the Executive Employment Agreement states that the Issuer will, subject to the terms of the Issuer’s stock option plan (the “Plan”) and policies of the stock exchange on which the Issuer’s Common Stock is listed for trading (the “Exchange”), grant options to the reporting person from time to time to maintain his right to purchase 5% of the Issuer’s issued and outstanding Common Stock. All options to be granted pursuant to this provision of the Executive Employment Agreement are required to have an exercise price per share equal to the closing market price of the Issuer’s Common Stock on the day prior to the date of the grant, be fully vested upon issue, with expiry terms as determined by the Board of Directors and in accordance with the provision of the Plan, rules of the Exchange and any relevant stock option agreements governing the options.

As of the date hereof, and except as otherwise disclosed herein, the reporting person does 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 present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; 

(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. 

Item 5.Interest in Securities of the Issuer. 

(a)As of the date of this statement, the reporting person beneficially owned a total of 1,607,043 shares of Common Stock of the Issuer, which is 5.7% of the class of Common Stock, as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934. As of September 22, 2020, the Issuer had a total of 26,770,298 shares of Common Stock outstanding. The Common Stock beneficially owned includes 202,829 shares of Common Stock issued and outstanding, 65,714 shares of Common Stock underlying currently exercisable warrants to buy Common Stock, and 1,338,500 shares of Common Stock underlying currently exercisable options to buy Common Stock. 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 amount 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. 

(b)The reporting person has sole voting and dispositive power with respect to the securities of the Issuer beneficially owned by him. 

(c)During the last 60 days, the reporting person also acquired other equity securities of the Issuer, as described below: 

On July 31, 2020, the reporting person purchased 40,000 units from the Issuer in a private offering of securities at a price of $0.75 per unit. Each unit consisted of one share of Common Stock (making a total of 40,000 shares of Common Stock) and one-half of one share purchase warrant (making a total of 20,000 warrants). Each whole warrant entitles the reporting person to acquire one additional share of Common Stock at an exercise price of $1.00 until July 31, 2022.

(d)No person other than the reporting person 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 person. 

(e)Not applicable. 

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

The information required by this Item 6 is provided in Item 4 of this statement.

Item 7.Material to be Filed as Exhibits. 

The Authorization to Cancel Stock Options dated July 31, 2020 is incorporated herein by reference from Exhibit 99.1 to the Issuer’s Form 8-K report filed on August 6, 2020.

The Executive Employment Agreement, as amended, is incorporated herein by reference from Exhibit 10.9 to the Issuer’s Form S-1 registration statement no. 333-220338 filed on September 5, 2017, and from Exhibit 10.13 to the Issuer’s Form S-1 registration statement no. 333-225267 filed on May 29, 2018.

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:  September 24, 2020