SEC FORM 3

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SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Equinox Partners Investment Management LLC

(Last)

(First)

(Middle)

THREE STAMFORD PLAZA

301 TRESSER BLVD, 13TH FL

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/23/2025

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

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value	9,165,566	I⁽¹⁾	By Managed Account
Common Stock, $0.001 par value	7,128,884	I⁽¹⁾⁽²⁾	By Equinox Partners, L.P.
Common Stock, $0.001 par value	674,032	I⁽¹⁾⁽²⁾	By Equinox Partners Precious Metals Fund, LP
Common Stock, $0.001 par value	1,324,202	I⁽¹⁾⁽²⁾	By Mason Hill Partners, LP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants (right to buy)⁽³⁾	04/23/2025	⁽⁴⁾	Common stock, $0.001 par value	4,582,783	$0.15	I⁽¹⁾	By Managed Account
Warrants (right to buy)⁽³⁾	04/23/2025	⁽⁴⁾	Common stock, $0.001 par value	3,564,442	$0.15	I⁽¹⁾⁽²⁾	By Equinox Partners, L.P.
Warrants (right to buy)⁽³⁾	04/23/2025	⁽⁴⁾	Common stock, $0.001 par value	337,016	$0.15	I⁽¹⁾⁽²⁾	By Equinox Partners Precious Metals Fund, LP
Warrants (right to buy)⁽³⁾	04/23/2025	⁽⁴⁾	Common stock, $0.001 par value	662,101	$0.15	I⁽¹⁾⁽²⁾	By Mason Hill Partners, LP

1. Name and Address of Reporting Person^*

Equinox Partners Investment Management LLC

(Last)

(First)

(Middle)

THREE STAMFORD PLAZA

301 TRESSER BLVD, 13TH FL

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

EQUINOX PARTNERS LP

(Last)

(First)

(Middle)

301 TRESSER BLVD.

13TH FLOOR

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MASON HILL PARTNERS LP

(Last)

(First)

(Middle)

301 TRESSER BLVD.

13TH FLOOR

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Equinox Partners Precious Metals Fund, L.P.

(Last)

(First)

(Middle)

301 TRESSER BLVD 13TH FLOOR

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 3 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.

2. EPIM is the investment advisor to Equinox Partners, L.P., Equinox Partners Precious Metals Fund, LP, and Mason Hill Partners, LP (collectively, the "Funds"). Mr. Fieler is the president of EPIM. By virtue of these relationships, each of EPIM and Mr. Fieler may be deemed to beneficially own the securities owned directly by the Funds.

3. The warrants to purchase shares of common stock ("Common Shares") held by the Reporting Persons (the "Warrants") are subject to a beneficial ownership limitation set forth in the Warrant Certificate governing the Warrants such that the Warrants are exercisable for Common Shares by a holder only to the extent the holder, together with its affiliates and any other person acting as a group with the holder, would not beneficially own more than 19.99% of the outstanding Common Shares after giving effect to such exercise, as such percentage ownership is determined in accordance with the Warrant Certificate (the "Beneficial Ownership Limitation"), except that upon at least 61 days' prior notice from the holder to the issuer, the holder may terminate the Beneficial Ownership Limitation. The Reporting Persons disclaim beneficial ownership of any Common Shares into which the Warrants would be exercisable but for the application of the Beneficial Ownership Limitation.

4. The Warrants expire 36 months following the closing date of the transaction in which they are issued.

Remarks:

This Form 3 is filed jointly by Equinox Partners Investment Management LLC ("EPIM"), Sean M. Fieler, Equinox Partners, L.P., Equinox Partners Precious Metals Fund, LP, and Mason Hill Partners, LP (collectively, the "Reporting Persons").

	EQUINOX PARTNERS INVESTMENT MANAGEMENT LLC /s/ Sean M. Fieler Name: Sean M. Fieler Title: Manager	05/02/2025
	EQUINOX PARTNERS, L.P. /s/ Sean M. Fieler Name: Sean M. Fieler Title: Manager of Equinox Partners Investment Management LLC, the Investment Manager of Equinox Partners, L.P.	05/02/2025
	EQUINOX PRECIOUS METALS FUND, L.P. /s/ Sean M. Fieler Name: Sean M. Fieler Title: Manager of Equinox Partners Investment Management LLC, the Investment Manager of Equinox Precious Metals Fund, L.P.	05/02/2025
	MASON HILL PARTNERS, LP /s/ Sean M. Fieler Name: Sean M. Fieler Title: Manager of Equinox Partners Investment Management LLC, the Investment Manager of Mason Hill Partners, LP	05/02/2025
	/s/ Sean M. Fieler Sean M. Fieler	05/02/2025
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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