Sec Form 4 Filing - Lepard Lawrence Ward @ Rise Gold Corp. - 2023-02-17

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Lepard Lawrence Ward 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 59 NORTH MAIN STREET #1 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2023 (Street) SHERBORN, MA01770 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 02/17/2023 P 25,000 A $ 0.4 766,875 D Common Stock 02/17/2023 P 125,000 A $ 0.4 2,279,656 I By EMA GARP FUND LP Common Stock 02/17/2023 P 187,500 A $ 0.4 904,000 I By Sea View Investments, LLC Common Stock 02/17/2023 P 187,500 A $ 0.4 187,500 I By Baccarat Trade Investments, Ltd Common Stock 135,000 I By Lepard children

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Options $ 0.53 02/21/2023 A 105,000 02/21/2023 02/21/2028 Common Stock 105,000 $ 0 105,000 D Options $ 0.65 02/07/2022 02/07/2027 Common Stock 100,000 100,000 D Options $ 0.7 ( 1 ) 08/21/2019 08/21/2024 Common Stock 100,000 100,000 D Warrants $ 0.6 02/17/2023 P 12,500 02/17/2023 02/17/2025 Common Stock 12,500 $ 0 12,500 D Warrants $ 0.6 01/28/2022 01/28/2024 Common Stock 150,000 150,000 D Warrants $ 1 ( 1 ) 08/19/2019 08/19/2024 Common Stock 200,000 200,000 D Warrants $ 0.6 02/17/2023 P 62,500 02/17/2023 02/17/2025 Common Stock 62,500 $ 0 62,500 I By EMA GARP FUND LP Warrants $ 0.6 01/28/2022 01/28/2024 Common Stock 625,000 625,000 I By EMA GARP FUND LP Warrants $ 1 07/31/2020 07/31/2024 Common Stock 100,000 100,000 I By EMA GARP FUND LP Warrants $ 1 ( 1 ) 07/03/2019 07/03/2024 Common Stock 50,000 50,000 I By EMA GARP FUND LP Warrants $ 1 ( 1 ) 08/19/2019 08/19/2024 Common Stock 250,000 250,000 I By EMA GARP FUND LP Warrants $ 0.6 02/17/2023 P 93,750 02/17/2023 02/17/2025 Common Stock 93,750 $ 0 93,750 I By Sea View Investments, LLC Warrants $ 0.6 01/28/2022 01/28/2024 Common Stock 500,000 500,000 I By Sea View Investments, LLC Warrants $ 0.6 02/17/2023 P 93,750 02/17/2023 02/17/2025 Common Stock 93,750 $ 0 93,750 I By Baccarat Trade Investments, Ltd

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lepard Lawrence Ward 59 NORTH MAIN STREET #1 SHERBORN, MA01770 X X Signatures /s/ Lawrence W. Lepard 02/22/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a price in Canadian dollars.

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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