RYES Rise Gold Corp. - 8-K

Item 1.01   Entry into a Material Definitive Agreement.

As announced in the accompanying press release, on March 3, 2026 Rise Gold Corp. ("Rise Gold" or the "Company") entered into a strategic development partnership (the "Agreement") with Morgan Hughes Energy ("Morgan Hughes") to advance the Idaho-Maryland Mine ("I-M Mine") as a U.S.-based gold and critical-minerals project. Under the Agreement, Morgan Hughes will work alongside Rise Gold to advance development planning, support capital formation in connection with progressing the project toward operations and position the project within applicable domestic critical-minerals and industrial initiatives.

Morgan Hughes is a U.S.-based energy and minerals operating firm focused on advancing domestic and strategic mineral assets in coordination with evolving industrial policy and U.S. industrial and supply-chain priorities. The company integrates project development strategy, capital formation, and engagement with applicable federal industrial programs designed to strengthen U.S. resource security. Rise Gold has no relationship with Morgan Hughes other than under the Agreement.

Under the terms and conditions of the 18-month Agreement, Rise Gold will issue to Morgan Hughes 18 million warrants with a strike price of USD $0.40 and an expiration date of December 31, 2029. The warrants are structured to vest and become exercisable upon the achievement of defined project advancement milestones associated with positioning the I-M Mine for development and operation.

Nine million warrants will vest upon formal advancement of the project within applicable critical-minerals or industrial development frameworks. An additional 4.5 million warrants will vest upon the establishment of development support mechanisms necessary to advance the project toward construction readiness. The remaining 4.5 million warrants will vest upon the Company securing material development participation or capital commitments in connection with advancing the project toward operations during the term of the Agreement.

If material development participation or capital commitments are secured within 36 months of signing the Agreement, Rise Gold will pay Morgan Hughes a one-time development milestone payment of USD $1.5 million in recognition of its role as a strategic development partner advancing the project toward production.

Upon achievement of a qualifying development milestone, Rise Gold will appoint a representative of Morgan Hughes to its board of directors, subject to Morgan Hughes maintaining at least a 5% ownership interest in the Company.

If the Agreement expires without achievement of the defined milestones, Rise Gold shall pay Morgan Hughes a one-time project development reimbursement of USD $250,000, or, upon mutual agreement, issue 1,800,000 warrants exercisable for twelve months.

Item 9.01   Financial Statements and Exhibits

Exhibit

No.

Description

99.1

Press release dated March 3, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)