SEC FORM 4

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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. 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)

3. Date of Earliest Transaction (Month/Day/Year)
10/24/2025

4. 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 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 Stock, par value $0.001 per share	10/24/2025		P		2,208,037	A	$0.25⁽³⁾	9,336,921	I⁽¹⁾⁽²⁾	By Equinox Partners, L.P.
Common Stock, par value $0.001 per share	10/24/2025		P		2,800,000	A	$0.25⁽³⁾	11,965,566	I⁽¹⁾	By Managed Account
Common Stock, par value $0.001 per share	10/24/2025		P		217,691	A	$0.25⁽³⁾	891,723	I⁽¹⁾⁽²⁾	By Equinox Partners Precious Metals Master Fund, LP
Common Stock, par value $0.001 per share	10/24/2025		P		374,272	A	$0.25⁽³⁾	1,698,474	I⁽¹⁾⁽²⁾	By Mason Hill Partners, LP

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 (right to buy)⁽⁴⁾	$0.45	10/24/2025		P		2,208,037		10/24/2025	10/24/2028	Common stock, $0.001 par value	2,208,037	$0.00⁽³⁾	2,208,037	I⁽¹⁾⁽²⁾	By Equinox Partners, L.P.
Warrants (right to buy)⁽⁴⁾	$0.45	10/24/2025		P		2,800,000		10/24/2025	10/24/2028	Common stock, $0.001 par value	2,800,000	$0.00⁽³⁾	2,800,000	I⁽¹⁾	By Managed Account
Warrants (right to buy)⁽⁴⁾	$0.45	10/24/2025		P		217,691		10/24/2025	10/24/2028	Common stock, $0.001 par value	217,691	$0.00⁽³⁾	217,691	I⁽¹⁾⁽²⁾	By Equinox Partners Precious Metals Master Fund, LP
Warrants (right to buy)⁽⁴⁾	$0.45	10/24/2025		P		374,272		10/24/2025	10/24/2028	Common stock, $0.001 par value	374,272	$0.00⁽³⁾	374,272	I⁽¹⁾⁽²⁾	By Mason Hill Partners, LP
Warrants (right to buy)⁽⁴⁾	$0.15							04/23/2025	05/08/2028	Common stock, $0.001 par value	0		3,564,442	I⁽¹⁾⁽²⁾	By Equinox Partners, L.P.
Warrants (right to buy)⁽⁴⁾	$0.15							04/23/2025	05/08/2028	Common stock, $0.001 par value	0		4,582,783	I⁽¹⁾	By Managed Account
Warrants (right to buy)⁽⁴⁾	$0.15							04/23/2025	05/08/2028	Common stock, $0.001 par value	0		337,016	I⁽¹⁾⁽²⁾	By Equinox Partners Precious Metals Master Fund, LP
Warrants (right to buy)⁽⁴⁾	$0.15							04/23/2025	05/08/2028	Common stock, $0.001 par value	0		662,101	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 4 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 Master 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 Reporting Persons acquired units ("Units") from the Issuer consisting of one share of common stock and one common share purchase warrant for a price of $0.25 per Unit.

4. The common share purchase warrants 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.

Remarks:

This Form 4 is filed jointly by Equinox Partners Investment Management LLC ("EPIM"), Sean M. Fieler, Equinox Partners, L.P., Equinox Partners Precious Metals Master Fund, LP, and Mason Hill Partners, LP (collectively, the "Reporting Persons").

	EQUINOX PARTNERS INVESTMENT MANAGEMENT LLC /s/ Sean M. Fieler Sean M. Fieler, Manager	10/28/2025
	EQUINOX PARTNERS, L.P. /s/ Sean M. Fieler Sean M. Fieler, Manager of Equinox Partners Investment Management LLC, the Investment Manager of Equinox Partners, L.P.	10/28/2025
	MASON HILL PARTNERS, LP /s/ Sean M. Fieler Sean M. Fieler, Manager of Equinox Partners Investment Management LLC, the Investment Manager of Mason Hill Partners, LP	10/28/2025
	EQUINOX PRECIOUS METALS FUND, L.P. /s/ Sean M. Fieler Manager of Equinox Partners Investment Management LLC, the Investment Manager of Equinox Precious Metals Master Fund, L.P.	10/28/2025
	/s/ Sean M. Fieler Sean M. Fieler	10/28/2025
	** 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 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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