Rise Gold Corp.

10/31/2025 | Press release | Distributed by Public on 10/31/2025 16:58

Initial Statement of Beneficial Ownership (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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Abdiel Capital Advisors, LP
2. Date of Event Requiring Statement (Month/Day/Year)
10/24/2025
3. Issuer Name and Ticker or Trading Symbol
Rise Gold Corp. [RYES]
(Last) (First) (Middle)
C/O ABDIEL CAPITAL, 90 PARK AVENUE, 29TH FLOOR
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 Original Filed (Month/Day/Year)
(Street)
NEW YORK, NY 10016
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
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 14,791,440(1) I By Funds(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy) 10/24/2025(3) 10/24/2028 Common Stock 14,791,440(3)(4) $0.45 I By Funds(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Abdiel Capital Advisors, LP
C/O ABDIEL CAPITAL
90 PARK AVENUE, 29TH FLOOR
NEW YORK, NY 10016
X
Investment Group of Abdiel LP
C/O ABDIEL CAPITAL
90 PARK AVENUE, 29TH FLOOR
NEW YORK, NY 10016
X
Moran Colin T.
C/O ABDIEL CAPITAL
90 PARK AVENUE, 29TH FLOOR
NEW YORK, NY 10016
X

Signatures

/s/ Colin T. Moran as managing member of Abdiel Capital Partners, LLC, general partner of Abdiel Capital Advisors, LP 10/31/2025
**Signature of Reporting Person Date
/s/ Colin T. Moran as managing member of Investment Group of Abdiel GP LLC, general partner of Investment Group of Abdiel LP 10/31/2025
**Signature of Reporting Person Date
/s/ Colin T. Moran, individually 10/31/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents 4,656,007 shares held by Abdiel Investments LP and 10,135,433 shares held by Investment Group of Abdiel LP.
(2) The securities reported herein are held by Abdiel Investments LP and Investment Group of Abdiel LP (together, the "Funds"). Abdiel Capital Advisors, LP is the investment manager of the Funds. Abdiel Investments GP LLC is the general partner of Abdiel Investments LP. Investment Group of Abdiel GP LLC is the general partner of Investment Group of Abdiel LP. Colin T. Moran is the managing member of Abdiel Investments GP LLC, Investment Group of Abdiel GP LLC and Abdiel Capital Management, LLC, which is the general partner of Abdiel Capital Advisors, LP. By virtue of the foregoing relationships, each of the Reporting Persons may be deemed to beneficially own the securities held by the Funds. Each Reporting Person disclaims beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein.
(3) The warrants to purchase Comon Stock held by the Funds (the "Warrants") are subject to a beneficial ownership limitation such that the Warrants are exercisable by a holder only to the extent the holder (collectively with certain other parties, the "Attribution Parties") would not beneficially own more than 19.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Blocker").
(4) Represents 4,656,007 Warrants held by Abdiel Investments LP and 10,135,433 Warrants held by Investment Group of Abdiel LP. In accordance with the Beneficial Ownership Blocker, as of the date of this filing the Warrants held by Abdiel Investments LP can only be exercised for 3,647,267 shares of Common Stock and the Warrants held by Investment Group of Abdiel LP can only be exercised for 7,939,555 shares of Common Stock.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Rise Gold Corp. published this content on October 31, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on October 31, 2025 at 22:58 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]