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CORRESP
 1
 filename1.htm

 Rise Gold Corp.: CORRESP - Filed by newsfilecorp.com

 August 6, 2025

 VIA EDGAR
 Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, NE
 Washington, D.C. 20549
 Re:   Rise Gold Corp. - Request for Acceleration of Effective Date
 Registration Statement on Form S-1
 File No. 333-288654
 Acceleration Request
 Requested Date:  August 8, 2025
 Requested Time:  10:30 a.m. Eastern Time
 Ladies and Gentlemen:
 Pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended, we hereby request that the Registration Statement on Form S-1 of Rise Gold Corp., File No. 333-288654, be declared effective at 10:30 a.m. Eastern Time on Friday, August 8, 2025, or as soon thereafter as practicable. We respectfully request that you notify Brad Wiggins of Securities Law USA, PLLC of such effectiveness by telephone at (661) 713-6843.
 Please contact Mr. Wiggins if you have any questions with respect to this request. Thank you.
 Sincerely,
 Rise Gold Corp.
 By:   /s/ Joseph Eugene Mullin III
   Joseph Eugene Mullin III
   Chief Executive Officer

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<TEXT>
 April 29, 2025

Joseph Mullin
Chief Executive Officer
Rise Gold Corp.
650 - 669 Howe Street
Vancouver, British Columbia, Canada V6C 0B4

 Re: Rise Gold Corp.
 Form 10-K for the Fiscal Year ended July 31, 2024
 Filed October 29, 2024
 File No. 000-53848
Dear Joseph Mullin:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Rise Gold Corp.: CORRESP - Filed by newsfilecorp.com

 Subject:   Rise Gold Corp.
   Form 10-K for the Fiscal Year ended July 31, 2024
   Filed October 29, 2024   File No. 000-53848
 April 11, 2025
 To: Division of Corporation Finance, U.S. Securities & Exchange Commission
 Dear Mr. Robert Babula,
 Please see below and enclosed our responses to your inquiries raised in your letter dated March 10, 2025.
 1)   Impairment test of $4.1M capitalized costs of the Idaho-Maryland Gold Mine Property (the "I-M Mine Property")
 As per your request, we are including below an impairment test of the 4.1M cost of the I-M Property with the information available to us up to October 29, 2024, the date when the 10-K report for the year ended July 31, 2024 was filed.
 Impairment test:
 ASC 360-10 provides that an asset should be tested for recoverability by comparing the net carrying value of the asset to the undiscounted net cash flows to be generated from the use and disposition of that asset. If the assets are recoverable (i.e., the undiscounted net cash flows exceed the net carrying value of the asset), an impairment should not be recognized. If the assets are not recoverable (i.e., the net carrying value of the asset exceeds the undiscounted net cash flows) an impairment loss should be recognized based on the amount by which the carrying value of the asset exceeds its fair value.
 The net carrying cost of the I-M Property at July 31, 2024 was $4,149,053. The Company considers that this amount can be recovered based on information known at October 29, 2024. On October 1, 2024, the Company entered into two agreements with a third party to sale to the third party two parcels of land at the Brunswick site. The two parcels of land are part of the $4.1M I-M Mine property cost and the agreed total sale price is $4,300,000, with the first sale for $1.8M to close in November 2024 and the second sale for $2.5M to close in May 2025. Brokerage commission is 4% of the sale price for a total of $172,000, resulting in a net cash inflow of $4,128,000. The two parcels of land contracted for sale comprise only part of the total owned surface rights (66 acres of total 175 acres owned by the Company). The Centennial Industrial Site comprises of 6 legal parcels totaling approximately 56 gross acres, with a net developable acreage of approximately 37 acres, all zoned M-1 (Light Industrial). Land at the Centennial Industrial Site can be sold if the Company deems it necessary in the future.

 Net carrying amount as of July 31, 2024

 $4,149,053

 Recoverable from contract to sale 66 acres of land entered into October 1, 2024

 ($4,128,000)

 Difference

 $21,053

 Recoverable from possible future sale of additional Centennial land (37 developable acres at approximately $60,000 per acre)

 ($2,220,000); improvements/remediation may be needed; however the net recoverable amount will exceed significantly the $21,053 needed

 The Company considers the above analysis to be evidence that the carrying cost of $4.1M is recoverable as of October 29, 2024, and therefore no impairment should be recognized.
 Our findings above have been discussed with our auditor Davidson & Company LLP (Michael MacLaren - Partner, 604.687.0947 (ext 412) mmaclaren@davidson-co.com ) and the conclusion is that audit opinion and financial statements for the year ended July 31, 2024 are not impacted. Going forward, the Company will update its note disclosure of the mineral property section in the 10-Q and 8-K reports to clearly indicate whether an impairment test is performed and what are the results of such test.
 2)   Additional support showing a reasonable basis for disclosures
 The Company is providing information in response to this comment on a supplemental basis pursuant to Rule 12b-4 under the Securities Exchange Act of 1934.
 Should you require any further information, please do not hesitate to contact us.

CORRESP
 1
 filename1.htm

 Rise Gold Corp.: CORRESP - Filed by newsfilecorp.com

 Subject: Request for an extension - File No. 000-53848
 Vancouver, BC, Canada, March 24, 2025
 To: Division of Corporation Finance
 Office of Energy & Transportation U.S. Securities & Exchange Commission
 Dear Mr. Robert Babula,
 Regarding File No. 000-53848, and your letter dated March 10, 2025, we would like to request an extension of ten business days to provide the information and documents you requested in your letter.
 Should you require any further information, please do not hesitate to contact us at the information below.
 Kind regards,

 Mihai Draguleasa
 Chief Financial Officer
 E: jmullin@risegoldcorp.com
 T: +1-604-880-3313

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<TEXT>
 March 10, 2025

Joseph Mullin
Chief Executive Officer
Rise Gold Corp.
650 - 669 Howe Street
Vancouver, British Columbia, Canada V6C 0B4

 Re: Rise Gold Corp.
 Form 10-K for the Fiscal Year ended July 31, 2024
 Filed October 29, 2024
 Response dated March 3, 2025
 File No. 000-53848
Dear Joseph Mullin:

 We have reviewed your March 3, 2025 response to our comment letter and
have the
following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our February
4, 2025 letter.

Form 10-K for the Fiscal Year ended July 31, 2024
Financial Statements
Note 6 - Mineral Property Interests, page 65

1. We understand from your response to prior comment one that you did not
test the
 capitalized mine costs for recoverability even though you have a history
of losses and
 negative operating cash flows, because you did not consider this to be
unusual for a
 junior mining exploration company that is evaluating mining projects.

 However, these are circumstances under which you must periodically test
the
 capitalized mine costs for recoverability, notwithstanding your status
as a junior
 mining exploration company, given the example in FASB ASC
360-10-35-21(e). The
 denial of your mining use permit application by the immediate governing
authority is
 March 10, 2025
Page 2

 also an event that would require you to test the capitalized mine costs
for
 recoverability, given the example in FASB ASC 360-10-35-21(c).

 As each of these matters would independently require a test for
impairment, please
 conduct the required test and discuss your findings with the auditor,
including any
 implications for the financial statements, related disclosures, and the
audit opinion,
 which presently includes a reference to this topic. Provide us with the
impairment test
 that you perform as of July 31, 2024, based on information that was
available prior to
 filing your annual report on October 29, 2024. We reissue prior comment
one.

2. We note your response to prior comment five, concerning your potential
 taking claim, stating the company "...has not claimed and does not claim
that the mine
 is currently worth $400 million," although in your November 27, 2024 and
January
 16, 2025 press releases, you state "The remedy for an unconstitutional
taking is the
 payment of just compensation, which is the fair market value of the
property taken.
 Based on comparable mines and historic yields at the I-M Mine, management
believes
 the fair market value of Rise's mineral estate is at least $400 million."

 We believe that you must have a reasonable basis for disclosures that
investors would
 reasonably regard as indicative of a potential recovery in value for
damages incurred.
 As such, we believe that you should further revise disclosures in the
current reports on
 Form 8-K that were utilized as a vehicle for this information to clarify
the nature and
 extent of any support for the potential claim amount.

 For example, describe the population of mines that you believe are
comparable, the
 means of determining comparability and value; and the salient historic
yield
 parameters that were utilized and explain why you believe these are both
relevant and
 appropriate, considering the exploration status of a property for which
you have
 reported neither resources nor proved reserves.

 However, if you are unable to show a reasonable basis for the amount of
your
 potential taking claim, provide clarifying disclosure that clearly
conveys the extent of
 conjecture that was involved in quantifying the claim amount, and to
caution investors
 about placing reliance on the estimate. Under these circumstances, also
expand the
 risk factor disclosures in subsequent periodic reports to similarly
caution investors on
 any potential recovery if this strategy is pursued, and refrain from
quantifying
 damages or claims for which you are unable to show a reasonable basis.

 If you believe that you have a reasonable basis for the disclosure that
was made,
 provide us with the support, to include details of the comparable
properties,
 descriptions of the characteristics and corresponding valuations, the
historic yields
 from your property, timeframes in which the related production occurred,
along with
 the volumes, prices, and costs; and describe the assumptions involved in
calculating
 the potential taking claim amount. We reissue prior comment five.
 March 10, 2025
Page 3

 Please contact Robert Babula at 202-551-3339 or Karl Hiller at
202-551-3686 if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
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    Rise Gold Corp.: CORRESP - Filed by newsfilecorp.com

    Subject:  Rise Gold Corp.

     Form 10-K for the Fiscal Year ended July 31, 2024

     Filed October 29, 2024
 File No. 000-53848

    March 3, 2025

    To: Division of Corporation Finance, U.S. Securities & Exchange Commission

    Dear Mr. Robert Babula,

    Please see below and enclosed our responses to your inquiries raised in your letter dated February 4, 2025.

    1) Recoverability of the $4.1M capitalized costs of the Idaho-Maryland Gold Mine Property (the "I-M Mine Property")

    On July 31, 2024, the I-M Mine Property comprised approximately 175 acres (71 hectares) surface land and 2,560 acres (1,036 hectares) of mineral rights located near Grass Valley in Nevada County in northern California.

    For accounting purposes, Rise Gold Corp ("Rise" or the "Company") considers both the mineral rights and surface rights as one unit of account long lived asset because the surface rights are an integral part of the project design of the mining operation should a mine be built. Six parcels of land ("the Centennial Industrial Site") will be used mainly for restoration activities such as treatment of engineered fill, while the other parcels of land ("the Brunswick Industrial Site") will host the mine structures (e.g., shaft, water plants, process plant), as well as other buildings needed in the mine operation, such as warehouse and offices.

    ASC 360-10 does not require annual impairment testing for long-lived assets (i.e., the I-M Mineral Property) that are held and used. Instead, a long-lived asset that is held and used should be tested for recoverability whenever events or changes (or indicators) in circumstances indicate that the carrying amount of the asset group may not be recoverable. It is the Company's opinion that, although in February 2024 the Board of Supervisors of Nevada County (the "County") adopted a resolution that denied Rise's application for a Use Permit, this fact alone does not indicate that the carrying amount of $4.1M of the I-M Mineral Property cannot be recovered. The Company is of the opinion that it has vested rights to operate the mine, and it has submitted a Writ of Mandamus (the "Writ") to the Superior Court of California for the County of Nevada (the "Court") asking the Court to compel the County to follow applicable law and grant Rise recognition of its vested right to operate the mine. The Court has not ruled yet on our vested rights to operate the mine.

    With respect to the Company having a history of losses and negative cash flows, this fact pattern is common for junior mining exploration companies that are evaluating mining projects. As the Company is still pursuing the I-M Mineral Property, the Company is of the opinion that, as of July 31, 2024, these individual circumstances considered alone and together do not give rise to an indicator of impairment that would require the Company to estimate the recoverable amount, given the large return on investment that is generally achieved on successful mining projects, well beyond $4.1M. Furthermore, at fiscal year end 2024, the County's property assessment of the value of the Company's surface rights was $4.2M, this fact alone being an indication that $4.1M carrying cost cannot be impaired, as it can be simply recovered by a sale of surface rights.

    We could understand how the wording ("review of the carrying amount") on the financial statements may have been perceived as though we had conducted an estimate of the recoverable amount; however, that was not the case, as we did not have indicators that the carrying amount would not be recoverable. We propose that, in future filings, we amend our disclosure to specifically address that the Company has, at each reporting period, assessed if there are any indicators of impairment, the outcome of that assessment, and, if required, an estimate of the recoverable amount.

    As you are aware, after the fiscal year end, the Company entered into contracts for the sale of three parcels of industrial land for a total of $4.3M, with the first sale for $1.8M closed on November 27, 2024, and the second sale for $2.5M to close on or before 180 days from the date the first sale closed.

    For accounting purposes, the Company will recognize these sales as a deduction from the $4.1M carrying amount of the I-M Mineral Property.  Should the second sale close for the expected $2.5M, the carrying amount of the I-M Mineral Property, assuming there are no other additions to the carrying amount before the closing of the second sale, will be ground down to a nominal value.

    2) Inclusion of sale agreements as exhibits to the 10-Q to comply with Item 601(b)(10) of Regulation S-K.

    To comply with your request, we plan to file an amended 10-Q report for the quarter ended October 31, 2024 to include the two sale agreements and relevant appendices as exhibits. Please see attached the proposed amended 10-Q for the quarter ended October 31, 2024.

    3) Additions to Form 8-K reports filed on November 29, 2024 and January 17, 2025

    To comply with your request, we plan to file amended 8-K reports to include the additional information requested regarding the dates of the agreements and the buyer of the land. There is no relationship between Rise and the buyer to be disclosed. Please see attached the proposed revised 8-K reports.

    4) Impact of sale of land to future plans

    The three parcels of land sold are part of the current mine design plan with several structures in the mining operations envisioned to be built on these three parcels of land. As part of the real estate sale, Rise negotiated a call option whereby the Company can reacquire the real estate should it obtain judicial confirmation of its legal right to reopen the mine. The mine development will require significant capital investment, well beyond the funds needed to reacquire the three parcels of land sold, and the Company considers that, if it is able to raise capital to support the mine development, the funds needed to repurchase the three parcels of land will also be available as part of the capital investment in the mine. Regarding future exploration plans, exploration activities can continue without the three parcels of land.

    Moreover, the Company may revise its mine plan to relocate the structures currently planned on the three parcels of land and, therefore, any inability to repurchase the three parcels of land will not stop the development of the mine.

    5) Company's estimation of the fair value of the I-M Mine Property

    On December 14, 2023, the Nevada County Board of Supervisors (the "Supervisors") voted to deny the recognition of the Company's constitutionally-protected vested right to reopen the I-M Mine. On February 16, 2024, the Supervisors adopted a resolution denying the Company's application to obtain a use permit to reopen the I-M Mine.

    Rise's litigation counsel, Cooper & Kirk, LLC, has advised the Company that by denying Rise its vested right, a use permit, and a variance, the County has effected a total taking of Rise's mineral estate, entitling Rise to compensation under the Fifth Amendment of the United States Constitution. Courts have assessed damages in such cases by various means, including comparing the market value of similar assets, engaging in discounted-cash-flow analysis, and examining previous productions. The Company has produced an analysis using several different methodologies and arrived at a damage claim of at least $400 million.

    Note that the Company has not claimed and does not claim that the mine is currently worth $400 million: arguably, without the legal right to recommence operations, the underground portion of the mine is worth $0. In fact, a threshold criterion to bring a regulatory takings claim in federal court is that the offending regulation must have obliterated the market value of the asset, as is the case here (assuming the Writ is unsuccessful).

    Instead, the Company disclosed to the market that in the case that the Writ is unsuccessful, the Company plans to commence litigation against the County for the regulatory taking of the I-M Mine and will assert damages of at least $400 million. In future filings, the Company will ensure that this is properly disclosed.

    Should you require any further information, please do not hesitate to contact us.

    Sincerely,

    /s/ Joseph Mullin

    Joseph Mullin

    President and Chief Executive Officer

CORRESP
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    Rise Gold Corp.: CORRESP - Filed by newsfilecorp.com

    Subject: Request for an extension - File No. 000-53848

    Vancouver, BC, Canada, February 13, 2025

    To: Division of Corporation Finance

    Office of Energy & Transportation
U.S. Securities & Exchange Commission

    Dear Mr. Robert Babula,

    Regarding File No. 000-53848, further to our phone conversation, we would like to request an extension of ten business days to provide the information and documents you requested in your letter dated February 4, 2025.

    Should you require any further information, please do not hesitate to contact us at the information below.

    Kind regards,

    Mihai Draguleasa

    Chief Financial Officer

    E: jmullin@risegoldcorp.com

    T: +1-604-880-3313

February 4, 2025
Joseph Mullin
Chief Executive Officer
Rise Gold Corp.
650 - 669 Howe Street
Vancouver, British Columbia, Canada V6C 0B4
Re:Rise Gold Corp.
Form 10-K for the Fiscal Year ended July 31, 2024
Filed October 29, 2024
File No. 000-53848
Dear Joseph Mullin:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year ended July 31, 2024
Financial Statements
Note 6 - Mineral Property Interests, page 65
We note your disclosure indicating that you reviewed the carrying value of
the mineral rights at year-end and determined that no adjustment was required because
there was no evidence the capitalized costs would not be fully recovered.

However, on pages 15 and 16 you indicate that during a public hearing in May 2023,
the Nevada County Planning Commission decided to recommend to the Nevada
County Board of Supervisors that your application for a mining Use Permit be denied,
and that during a public hearing in February 2024, the Board of Supervisors adopted a
corresponding resolution that denied your application for the Use Permit.

You report that you also submitted a petition to the County in September 2023, to
assert that you hold a vested right to mine the property and therefore do not require a
Use Permit, notwithstanding your application for a Use Permit, although the Board of
Supervisors held a public hearing in December 2023 and denied your petition.  1.

February 4, 2025
Page 2

Given the foregoing and your disclosure on page 15, stating that you are unable to
predict whether all permits required for mining will be obtained, it is unclear how you
have assessed the recoverability of costs capitalized at the end of your fiscal year. We
note that in addition to these adverse proceedings, you report current-period operating
and cash flow losses and have a history of operating and cash flow losses.

Please submit the analysis that you performed to comply with FASB ASC 360-10-35-
17, including any cash flow projectsions made pursuant to subparagraphs 29-35, or
the present value calculations made pursuant to subparagraph 36.

2.We note that you have disclosures on pages 9 and 19 of your most recent interim
report on Form 10-Q, covering the quarter ended October 31, 2024, indicating that
you entered into two contracts to sell a total of 66 acres that had been associated with
your mine, and that you received an initial payment on one of the contracts in
November 2024.  Please amend your interim report to include both agreements as
exhibits to comply with Item 601(b)(10) of Regulation S-K.

3.We note that you filed current reports on Form 8-K on November 29, 2024 and
January 17, 2025, to announce details of your two contracts for the sale of acreage
previously associated with your mining property and to report the receipt of payments
and modification of terms on one of the contracts.

Please amend these filing to (i) specify the dates of the agreements, (ii) identify the
counterparties, and (iii) describe any material relationships between the company and
any of the parties to the arrangements to comply with Item 1.01(a)(1) of Form 8-K.

The disclosure should identify any relationships between the counterparty and the
company including any of its officers, shareholders, and affiliates, describe any prior
associations of the counterparty with the acreage, and given your option to reacquire
the acreage, also describe the intended use by the counterparty.

4.Given your disclosures in the current reports referenced above, stating that you have
retained ownership of 53 acres at the New Brunswick shaft, 56 acres at the Centennial
property, and 2,585 acres of mineral rights, your amendments should also include a
description of any implications of the sales relative to your mineral exploration
plans, the prospect of conducting any future mining operations, and the circumstances
under which you would seek to exercise the option to reacquire the acreage.

Please explain why the acreage sold and to be sold would be of interest or of use in
the event a Use Permit is ultimately received, and describe any detriment to your
mining plan in the event that you are unable reacquire those interests due to lack of
funds or otherwise. Please clarify how you intend to account for the sale, to include
quantifying the extent to which you would allocate capitalized property costs and the
amount of any gain to be recognized on each closing date.

February 4, 2025
Page 3
5.With regard to the current reports referenced above, also disclose in the amendments
how you are able to support your "conservatively estimated" fair value claim of $400
million and describe the current status of the Writ of Mandamus that you submitted
to the Superior Court of California, as initially reported in your May 13, 2024 press
release, and your view of the timeframe required for that process to conclude.

Provide us with the analysis that you prepared in estimating your $400 million fair
value claim, including all calculations and clear explanations for all assumptions,
support for your view of the estimate as being conservative, and details of how
that estimate reconciles with your $4.2 million in acquisition costs and the recent sales
of acreage.  In other words, identify the particular changes to which you attribute the
change in value since you acquired the property in 2017.

However, if you are unable to show a reasonable basis for the estimate, you will need
to provide disclosures in the amendments to clarify whether investors should no
longer rely on such prior estimates, and under these circumstances you should also
provide an estimate for which you are able to show a reasonable basis, and provide a
description of all material assumptions and of any material uncertainties.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Robert Babula at 202-551-3339 or Karl Hiller at 202-551-3686 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

July 12, 2024
Joseph Mullin
Chief Executive Officer
Rise Gold Corp.
Suite 650 - 669 Howe Street
Vancouver, BC V6C 0B4
Canada
Re:Rise Gold Corp.
Registration Statement on Form S-1
Filed July 5, 2024
File No. 333-280712
Dear Joseph Mullin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Claudia Rios at 202-551-8770 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Brad Wiggins, Esq.

CORRESP
1
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    Rise Gold Corp.: CORRESP - Filed by newsfilecorp.com

    July 12, 2024

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

    Re:          Rise Gold Corp. - Request for Acceleration of Effective Date

    Registration Statement on Form S-1

    File No. 333-280712

    Acceleration Request

    Requested Date:  July 16, 2024

    Requested Time:  4:00 p.m. Eastern Time

    Ladies and Gentlemen:

    Pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended, we hereby request that the Registration Statement on Form S-1 (File No. 333-280712) of Rise Gold Corp. be declared effective at 4:00 p.m. Eastern Time on Tuesday, July 16, 2024, or as soon thereafter as practicable. We respectfully request that you notify Brad Wiggins of Securities Law USA, PLLC of such effectiveness by telephone at (661) 713-6843.

    Please contact Mr. Wiggins if you have any questions with respect to this request. Thank you.

            Sincerely,

            Rise Gold Corp.

            By:
            /s/ Joseph Eugene Mullin III

            Joseph Eugene Mullin III

            Chief Executive Officer

CORRESP
1
filename1.htm

    Rise Gold Corp.: CORRESP - Filed by newsfilecorp.com

    May 12, 2023

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

    Re: Rise Gold Corp. - Request for Acceleration of Effective Date

    Registration Statement on Form S-1

    File No. 333-271702

    Acceleration Request

    Requested Date:  May 16, 2023

    Requested Time:  4:00 p.m. Eastern Time

    Ladies and Gentlemen:

    Pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended, we hereby request that the Registration Statement on Form S-1 (File No. 333-271702) of Rise Gold Corp. be declared effective at 4:00 p.m. Eastern Time on Tuesday, May 16, 2023, or as soon thereafter as practicable. We respectfully request that you notify Brad Wiggins of Securities Law USA, PLLC of such effectiveness by telephone at (661) 713-6843.

    Please contact Mr. Wiggins if you have any questions with respect to this request. Thank you.

                Sincerely,

                Rise Gold Corp.

                By: /s/ Benjamin W. Mossman

                      Benjamin W. Mossman

                      Chief Executive Officer

United States securities and exchange commission logo
May 12, 2023
Benjamin Mossman
Chief Executive Officer and President
Rise Gold Corp.
Suite 650 - 669 Howe Street
Vancouver, BC V6C 0B4
Canada
Re:Rise Gold Corp.
Registration Statement on Form S-1
Filed May 5, 2023
File No. 333-271702
Dear Benjamin Mossman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Claudia Rios, Staff Attorney, at (202) 551-8770 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Brad Wiggins, Esq.

CORRESP
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    Rise Gold Corp.: CORRESP - Filed by newsfilecorp.com

    April 6, 2022

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

    Re:           Rise Gold Corp. - Request for Acceleration of Effective Date

    Registration Statement on Form S-1

    File No. 333-263964

    Acceleration Request

    Requested Date:  April 8, 2022

    Requested Time:  4:00 p.m. Eastern Time

    Ladies and Gentlemen:

    Pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended, we hereby request that the Registration Statement on Form S-1 (File No. 333-263964) of Rise Gold Corp. be declared effective at 4:00 p.m. Eastern Time on Friday, April 8, 2022, or as soon thereafter as practicable. We respectfully request that you notify Brad Wiggins of Securities Law USA, PLLC of such effectiveness by telephone at (661) 713-6843.

    Please contact Mr. Wiggins if you have any questions with respect to this request. Thank you.

            Sincerely,

            Rise Gold Corp.

            By: /s/ Benjamin W. Mossman

                   Benjamin W. Mossman

                   Chief Executive Officer

United States securities and exchange commission logo
April 6, 2022
Benjamin Mossman
Chief Executive Officer and President
Rise Gold Corp.
Suite 650 - 669 Howe Street
Vancouver, BC V6C 0B4
Canada
Re:Rise Gold Corp.
Registration Statement on Form S-1
Filed March 30, 2022
File No. 333-263964
Dear Mr. Mossman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Arthur Tornabene-Zalas at (202) 551-3162 or Karina Dorin, Staff
Attorney, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       J. Brad Wiggins, Esq.

CORRESP
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January 12, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:         Rise Gold Corp. – Request for Acceleration of Effective Date

Registration Statement on Form S-1

File No. 333-251896

Acceleration Request

Requested Date:   January 15, 2021

Requested Time:  9:30 a.m. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended, we hereby request that the Registration Statement on Form S-1 (File No. 333-251896) of Rise Gold Corp. be declared effective at 9:30 a.m. Eastern Time on Friday, January 15, 2021, or as soon thereafter as practicable. We respectfully request that you notify Brad Wiggins of Securities Law USA, PLLC of such effectiveness by telephone at (661) 713-6843.

Please contact Mr. Wiggins if you have any questions with respect to this request. Thank you.

Sincerely,

Rise Gold Corp.

By: /s/ Benjamin W. Mossman

       Benjamin W. Mossman

       Chief Executive Officer

United States securities and exchange commission logo
January 12, 2021
Benjamin Mossman
Chief Executive Officer and President
Rise Gold Corp.
Suite 650 - 669 Howe Street
Vancouver, BC V6C 0B4
Canada
Re:Rise Gold Corp.
Registration Statement on Form S-1
Filed January 5, 2021
File No. 333-251896
Dear Mr. Mossman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kevin Dougherty at (202) 551-3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Brad Wiggins, Esq.

CORRESP
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Rise Gold Corp.

November 7, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:         Rise Gold Corp. – Request for Acceleration of Effective Date

Registration Statement on Form S-1

File No. 333-234388

Acceleration Request

Requested Date:   November 8, 2019

Requested Time:  4:30 p.m. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended, we hereby request that the Registration Statement on Form S-1 (File No. 333-234388) of Rise Gold Corp. be declared effective at 4:30 p.m. Eastern Time on Friday, November 8, 2019, or as soon thereafter as practicable. We respectfully request that you notify Brad Wiggins of SecuritiesLawUSA, PC of such effectiveness by telephone at (661) 713-6843.

Please contact Mr. Wiggins if you have any questions with respect to this request. Thank you.

Sincerely,

Rise Gold Corp.

By: /s/ Benjamin W. Mossman

       Benjamin W. Mossman

       Chief Executive Officer

November 6, 2019
Benjamin Mossman
Chief Executive Officer and President
Rise Gold Corp.
Suite 650 - 669 Howe Street
Vancouver, BC V6C 0B4
Canada
Re:Rise Gold Corp.
Registration Statement on Form S-1
Filed October 31, 2019
File No. 333-234388
Dear Mr. Mossman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Brad Wiggins, Esq.

CORRESP
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RYES SEC Letter Apr 24 2019

April 24, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:         Rise Gold Corp. – Request for Acceleration of Effective Date

Registration Statement on Form S-1

File No. 333-230927

Acceleration Request

Requested Date:   April 26, 2019

Requested Time:  4:30 p.m. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended, we hereby request that the Registration Statement on Form S-1 (File No. 333-230927) of Rise Gold Corp. be declared effective at 4:30 p.m. Eastern Time on Friday, April 26, 2019, or as soon thereafter as practicable. We respectfully request that you notify Brad Wiggins of SecuritiesLawUSA, PC of such effectiveness by telephone at (661) 713-6843.

Please contact Mr. Wiggins if you have any questions with respect to this request. Thank you.

Sincerely,

Rise Gold Corp.

By: /s/ Benjamin W. Mossman

       Benjamin W. Mossman

       Chief Executive Officer

April 24, 2019
Benjamin Mossman
Chief Executive Officer
Rise Gold Corp.
Suite 650 - 669 Howe Street
Vancouver, BC V6C 0B4
Canada
Re:Rise Gold Corp.
Registration Statement on Form S-1
Filed April 18, 2019
File No. 333-230927
Dear Mr. Mossman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jonathan Burr at 202-551-5833 with any questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining

February 6, 2019
Benjamin W. Mossman
President and Chief Executive Officer
Rise Gold Corp.
669 Howe St, Suite 650
Vancouver, BC V6C 0B4, Canada
Re:Rise Gold Corp.
Registration Statement on Form S-1
Filed January 17, 2019
File No. 333-229284
Dear Mr. Mossman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ruairi Regan at (202) 551-3269 with any questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining
cc:       Brad Wiggins, Esq.

CORRESP
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Corresp

February 6, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:         Rise Gold Corp. – Request for Acceleration of Effective Date

Registration Statement on Form S-1

File No. 333-229284

Acceleration Request

Requested Date:   February 7, 2019

Requested Time:  4:30 p.m. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended, we hereby request that the Registration Statement on Form S-1 (File No. 333-229284) of Rise Gold Corp. be declared effective at 4:30 p.m. Eastern Time on Tuesday, February 7, 2019, or as soon thereafter as practicable. We respectfully request that you notify Brad Wiggins of SecuritiesLawUSA, PC of such effectiveness by telephone at (661) 713-6843.

Please contact Mr. Wiggins if you have any questions with respect to this request. Thank you.

Sincerely,

Rise Gold Corp.

By: /s/ Benjamin W. Mossman

       Benjamin W. Mossman

       Chief Executive Officer

Mail Stop 3561

June 8, 2018

Via E -mail
Benjamin W. Mossman
Chief Executive Officer and President
Rise Gold Corp.
Suite 650 - 669 Howe Street
Vancouver, BC V6C 0B4
Canada

Re: Rise Gold Corp.
  Registration Statement on Form S-1
Filed  May 29, 2018
  File No.  333-225267

Dear Mr. Mossman :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Ronald E. Alper  at (202) 551 -3329  with any questions.

Sincerely,

 /s/ James Lopez (for)

John Reynolds
Assistant Director
Office of Beverages, Apparel and
Mining

cc:  J. Brad Wiggins, Esq.
        SecuritiesLawUSA, PC

CORRESP
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Converted by Wiklow Corporate Services Inc.

 June 11, 2018

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:         Rise Gold Corp. – Request for Acceleration of Effective Date

 Registration Statement on Form S-1

 File No. 333-225267

 Acceleration Request

 Requested Date:   June 12, 2018

 Requested Time:  4:30 p.m. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended, we hereby request that the Registration Statement on Form S-1 (File No. 333-225267) of Rise Gold Corp. be declared effective at 4:30 p.m. Eastern Time on Tuesday, June 12, 2018, or as soon thereafter as practicable. We respectfully request that you notify Brad Wiggins of SecuritiesLawUSA, PC of such effectiveness by telephone at (661) 713-6843.

 Please contact Mr. Wiggins if you have any questions with respect to this request. Thank you.

 Sincerely,

 Rise Gold Corp.

 By: /s/ Benjamin W. Mossman

        Benjamin W. Mossman

        Chief Executive Officer

CORRESP
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Correspondence

.

Rise Gold Corp.

488-1090 W Georgia St.

Vancouver, BC V6E 3V7 Canada

604-260-4577

December 8, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:         Rise Gold Corp. – Request for Acceleration of Effective Date

Registration Statement on Form S-1

File No. 333-220338

Acceleration Request

Requested Date:   December 11, 2017

Requested Time:  4:00 p.m. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended, we hereby request that the Registration Statement on Form S-1 (File No. 333-220338) of Rise Gold Corp. be declared effective at 4:00 p.m. Eastern Time on Monday, December 11, 2017, or as soon thereafter as practicable. We respectfully request that you notify Brad Wiggins of SecuritiesLawUSA, PC of such effectiveness by telephone at (661) 713-6843.

Please contact Mr. Wiggins if you have any questions with respect to this request. Thank you.

Sincerely,

Rise Gold Corp.

By: /s/ Cale Thomas

       Cale Thomas

       Chief Financial Officer

Mail Stop 3561
September 18, 2017

Via E -mail
Benjamin W. Mossman
Chief Executive Officer
Rise Gold Corp.
488 – 1090 West Georgia Street
Vancouver, British Columbia V6E 3V7
Canada

Re: Rise Gold Corp.
  Registration Statement on Form S-1
Filed  September 5 , 2017
  File No.  333-220338

Dear Mr. Mossman :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply t o your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have ad ditional comments.

General

1. We note your disclosure that your common stock is currently quoted on the OTC
Pink.   Please note that being quoted on the OTC Pink does not satisfy our requirement
that there be an established public trading market with resp ect to secondary at -the-market
offerings for purposes of identifying the offering price on the prospectus cover
page.   Please revise to clarify that the selling shareholders will sell at a fixed price until
your shares are quoted on the OTC Bulletin Board,  the OTCQX or OTCQB or are listed
on a national securities  exchange, at which time they may be sold at prevailing market
prices or in privately negotiated transactions, if applicable.

Benjamin W. Mossman
Rise Gold Corp.
September 18, 2017
Page 2

Exhibit 5.1

2. Please have your counsel revise the legal opinion to opine under the laws of your state of
incorporation.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, c omments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Jonathan Burr  at (202) 551 -5833 or Pamela Howell  at (202) 551 -3357
with any other questions.

Sincerely,

 /s/ Pamela Howell
 for

 John Reynolds
Assistant Director
Office of Beverages, Apparel, and
Mining

cc: J. Brad Wiggins, Esq.
SecuritiesLawUSA, PC

Mail Stop 3561

March 22 , 2017

Via E -mail
Cale Thomas
Chief Financial  Officer
Rise Resources, Inc.
488-1090 West Georgia Street
Vancouver, British Columbia, Canada V6E 3V7

Re: Rise Resources, Inc.
Form 10-K for the Fiscal Year Ended July 31 , 2016
Filed October 31 , 2016
File No. 000-53848

Dear Mr . Thomas :

We have comple ted our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

        Sincerely,

        /s/Craig Arakawa

Craig Arakawa
Accounting Branch Chief
Office of Beverages, Apparel and
Mining

CORRESP
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Converted by Wiklow Corporate Services Inc.

March 16, 2017

VIA EMAIL

United States

Securities and Exchange Commission

Washington, D.C. 201549

Attention:

Craig Arakawa, Accounting Branch Chief

Office of Beverages, Apparel and Mining

Dear Sirs:

Re:

Rise Resources, Inc.

Form 10-K for the Fiscal Year Ended July 31, 2016

Filed October 31, 2016

Form 10-Q for the Quarterly Period Ended October 31, 2016

Filed on December 9, 2016

File No. 000-53848

We write in response to your letter of February 28, 2017.  We provide the following responses to your comments:

Form 10-K for the Fiscal Year Ended July 31, 2016

Item 1. Business Description of Business

1.

We have deleted reference to “indicated resource” on page 23 and “inferred resource” on page 28.

2.

We have added a new section “Data Verification and Quality Assurance” to page 30.

Item 9A. Controls and Procedures

3.

We have provided a conclusion regarding the effectiveness of our disclosure controls and procedures and provided management’s annual report on internal control over financial reporting.

Form 10-Q for the Quarterly Period Ended October 31, 2016

Item 4. Controls and Procedures

4.

We have provided a conclusion regarding the effectiveness of our disclosure controls and procedures.

Yours truly,

Rise Resources Inc.

Per:

 /s/ Cale Thomas

 Cale Thomas, Chief Financial Officer

Suite 488, 1090 West Georgia Street, Vancouver, BC V6E 3V7

(604) 260-4577  risecapitalresources.com

Mail Stop 3561
February 28 , 2017

Via E -mail
Cale Thomas
Chief Financial  Officer
Rise Resources, Inc.
488-1090 West Georgia Street
Vancouver, British Columbia, Canada V6E 3V7

Re: Rise Resources, Inc.
Form 10-K for the Fiscal Year Ended July 31 , 2016
Filed October 31 , 2016
Form 10 -Q for the Quarterly Period Ended October 31, 2016
Filed on December 9, 2016
File No. 000-53848

Dear Mr . Thomas :

We have reviewed your filing  and have the following comments .  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten business days by prov iding the requested
information  or adv ise us as soon as possible when you will respond .  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response  to these comments , we may have additional comments .

Form 10-K for the Fiscal Year Ended July 31 , 2016

Item 1. Business
Description of Business
Mineral Properties page 23

1. We note your disclosure of mineral resources on page 23 for an adjacent property and on
page 28 for your Ron property.  Only proven or probable reserves may be disclosed in
filings with the United States Securities and Exchange Commission pursuant to the
Instructions to Item 102 of Regulation S -K.  Please remove these mineral resources.

2.   We note your disclosure of historical explorat ion work.  Please include in your disclosure
a brief summary of your data verification and quality assurance procedures for

Cale Thomas
Rise Resources, Inc.
February 28 , 2017
Page 2

 exploration work performed on your properties.  If these processes have yet to be
developed then include a statement to this effect in your disclosure.

Item 9A.  Controls and Procedures, page 40

3. Please provide a conclusion regarding the effectiveness of your disclosure controls and
procedures pursuant to Item 307 of Regulation S -K.  In addition, provide management’s
annual report on internal control over financial reporting pursuant to Item 308 of
Regulation S -K.

Form 10 -Q for the Quarterly Period Ended October 31, 2016
Item 4.  Controls and Procedures, page 7

4. Please provide a conclusion regarding the effectiveness of your disclosur e controls and
procedures pursuant to Item 307 of Regulation S -K.

You may contact Steve Lo at (202) 551 -3394 or me at (202) 551 -3650  if you have
questions regarding comments on the financial statements and related matters and John Coleman,
Mining Engineer  at (202) 551 -3610 regarding the engineering comments.

        Sincerely,

        /s/Craig Arakawa

Craig Arakawa
Accounting Branch Chief
Office of Beverages, Apparel and
Mining