Mr. Joseph Mullin reports

RISE GOLD CLOSES FIRST TRANCHE OF FINANCING

Rise Gold Corp. has completed the first tranche of the non-brokered private placement announced in its Oct. 31, 2023, news release.

In this tranche, the company raised a total of $584,358 (U.S.) through the sale of 3,246,431 units at a price of 18 U.S. cents per unit (about 25 cents per unit), with each unit comprising one share of common stock and one-half of one share purchase warrant. Each whole warrant entitles the holder to acquire one share at an exercise price of 26 U.S. cents (about 36 cents) until Nov. 7, 2025. The company paid a total of $6,480 (U.S.) in finders' fees and issued a total of 36,000 finders' warrants, where each finder's warrant entitles the holder to acquire one share at a price of 26 U.S. cents until Nov. 7, 2025.

Certain directors of Rise Gold, directly, through entities controlled by them, or through entities for which they exercise control or direction over investment decisions, purchased an aggregate of 2,113,332 units for gross proceeds of $380,400 (U.S.). The participation of each of these directors in the private placement constitutes a related party transaction under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. Rise Gold is relying on exemptions from the formal valuation requirements of Section 5.4 of MI 61-101 and minority shareholder approval requirements of Section 5.6 of MI 61-101. As the fair market value of the related parties participation is not more than 25 per cent of Rise Gold's market capitalization, the related party transactions are exempt from the formal valuation requirements pursuant to Subsection 5.5(a) of MI 61-101 and from the minority approval requirements pursuant to Subsection 5.7(1)(a) of MI 61-101. A material change report, as contemplated by the related party transaction requirements under MI 61-101, was not filed more than 21 days prior to closing as the extent of related party participation in the private placement was not known until shortly prior to the closing.

All securities issued pursuant to the private placement are subject to statutory hold periods in accordance with applicable United States and Canadian securities laws. Under Canadian securities laws the securities are subject to a hold period expiring on March 8, 2024. Rise Gold will use the proceeds from the private placement for general working capital.

About Rise Gold Corp.

Rise Gold is an exploration-stage mining company incorporated in Nevada, United States. The company's principal asset is the historic past-producing Idaho-Maryland gold mine located in Nevada county, California, United States.

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