Sec Form 4 Filing - SOUTHERN ARC MINERALS INC @ Rise Gold Corp. - 2018-11-05

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 SOUTHERN ARC MINERALS INC 2. Issuer Name and Ticker or Trading Symbol Rise Gold Corp. [ RYES] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) SUITE 650, 669 HOWE STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/05/2018 (Street) VANCOUVER, A1V6C 0B4 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 Shares 11/05/2018 P 7,500,000 A $ 0.08 ( 1 ) 27,500,000 D

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 Warrants $ 0.1 ( 1 ) 11/05/2018 P( 3 ) 3,750,000 11/05/2018 11/05/2020 Common Stock 3,750,000 ( 2 ) 3,750,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SOUTHERN ARC MINERALS INC SUITE 650, 669 HOWE STREET VANCOUVER, A1V6C 0B4 X Signatures /s/ John Proust 11/06/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Canadian purchase price of $0.10 per share was converted into U.S. dollars using an exchange rate of C$1.3096 = US$1.00. ( 2 )The Canadian exercise price of $0.13 per share was converted into U.S. dollars using an exchange rate of C$1.3096 = US$1.00. ( 3 )The reporting person purchased units of common shares and common share purchase warrants in connection with the Issuer's private placement offering that closed on November 5, 2018. Each unit offered at C$0.10 per unit consisted of one common share plus one-half of one common share purchase warrant.

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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