Item 1.01 Entry into a Material Definitive Agreement

As announced on September 3, 2019, Rise Gold Corp. (the "Company"), through its wholly owned subsidiary Rise Grass Valley, had entered into a loan agreement to borrow US$1 million of secured debt financing from Eridanus Capital, LLC (the "Lender").

Eridanus has agreed to extend the maturity date of the loan by one year to September 4, 2024, and reduce the interest rate from 25% to 15% for a period of 12 months after closing. The Company has agreed to pay US$250,000 to Eridanus to reduce the outstanding amount payable on the loan and to issue 575,000 share purchase warrants ("Warrants") to the Lender. Each Warrant entitles the holder to acquire one share of common stock at an exercise price of US$0.60 for a period of two years from the date of issuance. The original terms of the loan were disclosed in a current report on Form 8-K filed by the Company on September 4, 2019.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure provided under Item 1.01 above is incorporated by reference in this Item 2.03.

Item 3.02 Unregistered Sales of Securities

As consideration for extending the Loan described above under Item 1.01, the Company agreed to issue 575,000 Warrants to Eridanus. The disclosure provided under Item 1.01 above is incorporated by reference in this Item 3.02. The Company will issue the Warrants and offer the underlying shares of common stock to the Lender in a private transaction in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits



Exhibit
No.      Description

  99.1     Press release dated January 27, 2023
104      Cover Page Interactive Data File (embedded withing the Inline XBRL
         document)

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