Filing Details
- Accession Number:
- 0001013594-25-000532
- Form Type:
- 13G Filing
- Publication Date:
- 2025-04-29 20:00:00
- Filed By:
- Equinox Partners Investment Management LLC
- Company:
- Rise Gold Corp. (OTC:RYES)
- Filing Date:
- 2025-04-30
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Beneficially Owned Number of Shares | Beneficially Owned Number of Aggregate Shares | Percent of Class |
|---|---|---|---|
| Equinox Partners Investment Management LLC | 0 | 18,507,874 | 19.99% |
| Equinox Partners, L.P. | 0 | 7,344,074 | 7.9% |
| Equinox Partners Precious Metals Master Fund, LP | 0 | 889,222 | 1% |
| Mason Hill Partners, LP | 0 | 1,539,392 | 1.7% |
| Sean M. Fieler | 0 | 18,507,874 | 19.99% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Rise Gold Corp. (Name of Issuer) |
Common Stock, $0.001 par value ("Common Shares") (Title of Class of Securities) |
76760R100 (CUSIP Number) |
04/23/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
 Rule 13d-1(c)
|
| Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 76760R100 |
| 1 | Names of Reporting Persons
Equinox Partners Investment Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,507,874.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: Includes 9,165,566 shares of common stock, par value $0.001 per share (the "Common Shares") of Rise Gold Corp. (the "Issuer") and, in accordance with the Beneficial Ownership Limitation (as described herein), warrants to purchase 215,190 Common Shares of the Issuer held in one or more client accounts over which Equinox Partners Investment Management LLC, as investment advisor, has shared voting and dispositive power. The filing of this statement should not be deemed as admission that Equinox Partners Investment Management LLC is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Shares held in such client account(s).
SCHEDULE 13G
|
| CUSIP No. | 76760R100 |
| 1 | Names of Reporting Persons
Equinox Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,344,074.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 76760R100 |
| 1 | Names of Reporting Persons
Equinox Partners Precious Metals Master Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
889,222.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 76760R100 |
| 1 | Names of Reporting Persons
Mason Hill Partners, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,539,392.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 76760R100 |
| 1 | Names of Reporting Persons
Sean M. Fieler | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,507,874.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: See Footnote 1 on page 2. The filing of this statement should not be deemed an admission that Mr. Fieler is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Shares held in such client account(s).
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Rise Gold Corp. | |
| (b) | Address of issuer's principal executive offices:
1250 - 625 HOWE STREET, VANCOUVER, British Columbia, Canada, V6C 2T6 | |
| Item 2. | ||
| (a) | Name of person filing:
The names of the persons jointly filing this statement on Schedule 13G (collectively, the "Reporting Persons") are:
Equinox Partners Investment Management LLC, a Delaware limited liability company ("EPIM").
Equinox Partners, L.P., a Delaware limited partnership ("Equinox Partners").
Equinox Partners Precious Metals Master Fund, LP, a Delaware limited partnership ("EPMX").
Mason Hill Partners, LP, a Delaware limited partnership ("Mason Hill Partners").
Sean M. Fieler, a United States Citizen ("Mr. Fieler").
EPIM's principal business is serving as an investment advisor to certain private investment funds, including Equinox Partners, EPMX, Mason Hill Partners, and other client accounts.
Each of Equinox Partners, EPMX, and Mason Hill Partners is a private investment fund.
Mr. Fieler owns a controlling interest in, and is the managing member of, EPIM. | |
| (b) | Address or principal business office or, if none, residence:
The principal business office of each of the Reporting Persons is Three Stamford Plaza, 301 Tresser Blvd, 13th Fl., Stamford, CT 06901. | |
| (c) | Citizenship:
Each of EPIM, EPMX, Equinox Partners, and Mason Hill Partners is organized under the laws of the State of Delaware. Mr. Fieler is a citizen of the United States. | |
| (d) | Title of class of securities:
Common Stock, $0.001 par value ("Common Shares") | |
| (e) | CUSIP No.:
76760R100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Each of EPIM and Mr. Fieler may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Common Shares which each of Equinox Partners, EPMX, and Mason Hill Partners directly beneficially owns. Each of EPIM and Mr. Fieler disclaims beneficial ownership of such Common Shares for all other purposes.
EPIM acts as an investment advisor to certain client accounts and, by virtue of investment management agreements with these clients, has voting and dispositive power over the Common Shares held in such client accounts. Mr. Fieler is the managing member of, and owns a controlling interest in, EPIM. The filing of this statement should not be deemed an admission that EPIM or Mr. Fieler is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Shares held in such client accounts.
(a) Amount beneficially owned:
(i) EPIM beneficially owns 18,507,874 Common Shares, consisting of 18,292,684 Common Shares held outright and warrants that, in accordance with the Beneficial Ownership Limitation (as described below), are currently exercisable for 215,190 Common Shares.
(ii) Equinox Partners beneficially owns 7,344,074 Common Shares, consisting of 7,128,884 Common Shares held outright and warrants that, in accordance with the Beneficial Ownership Limitation, are currently exercisable for 215,190 Common Shares.
(iii) EPMX beneficially owns 889,222 Common Shares, consisting of 674,032 Common Shares held outright and warrants that, in accordance with the Beneficial Ownership Limitation, are currently exercisable for 215,190 Common Shares.
(iv) Mason Hill Partners beneficially owns 1,539,392 Common Shares, consisting of 1,324,202 Common Shares held outright and warrants that, in accordance with the Beneficial Ownership Limitation, are currently exercisable for 215,190 Common Shares.
(v) Mr. Fieler beneficially owns 18,507,874 Common Shares, consisting of 18,292,684 Common Shares held outright and warrants that, in accordance with the Beneficial Ownership Limitation, are currently exercisable for 215,190 Common Shares.
(vi) Collectively, the Reporting Persons beneficially own 18,507,874 Common Shares, consisting of 18,292,684 Common Shares held outright and warrants that, in accordance with the Beneficial Ownership Limitation, are currently exercisable for 215,190 Common Shares.
(vii) The warrants to purchase shares of common stock 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. | |
| (b) | Percent of class:
The following percentages are based on 92,370,474 Common Shares outstanding, as reported by the Issuer, and are calculated in accordance with the Beneficial Ownership Limitation.
(i) EPIM's beneficial ownership of 18,507,874 Common Shares represents approximately 19.99% of the outstanding Common Shares.
(ii) Equinox Partners' beneficial ownership of 7,344,074 Common Shares represents approximately 7.9% of the outstanding Common Shares.
(iii) EPMX's beneficial ownership of 889,222 Common Shares represents approximately 1.0% of the outstanding Common Shares.
(iv) Mason Hill Partners' beneficial ownership of 1,539,392 Common Shares represents approximately 1.7% of the outstanding Common Shares.
(v) Mr. Fieler's beneficial ownership of 18,507,874 Common Shares represents approximately 19.99% of the outstanding Common Shares.
(vi) Collectively, the Reporting Persons' beneficial ownership of 18,507,874 Common Shares represents approximately 19.99% of the outstanding Common Shares. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Sole power to vote or to direct the vote of Common Shares:
See Cover Pages Items 5-9. | ||
| (ii) Shared power to vote or to direct the vote:
Shared power to vote or to direct the vote of Common Shares:
See Cover Pages Items 5-9. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Sole power to dispose or to direct the disposition of Common Shares:
See Cover Pages Items 5-9. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Shared power to dispose or to direct the disposition of Common Shares:
See Cover Pages Items 5-9. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit A. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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.
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Exhibit Information
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Exhibit A |