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EX-3.4 - CERTIFICATE OF CHANGE FILED WITH THE NEVADA SECRETARY OF STATE ON JANUARY 22, 2015 - Rise Gold Corp. | exhibit34.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 22, 2015
RISE RESOURCES INC.
(Exact Name of Registrant as Specified in Charter)
Nevada |
| 000-53848 |
| 30-0692325 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
700 510 West Hastings Street
Vancouver, British Columbia
Canada
(Address of principal executive offices)
V6B 1L8
(Zip Code)
Registrants telephone number, including area code: (604) 687-7130
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the exchange Act (17 CFR 240.13e -4)
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On January 22, 2015, Rise Resources Inc. (the Company) completed a 1 for 80 reverse split of its common stock and effected a corresponding decrease in its authorized capital by filing a Certificate of Change with the Nevada Secretary of State (the Reverse Split). As a result of the Reverse Split, the Companys authorized capital decreased from 1,680,000,000 shares to 21,000,000, and its issued and outstanding common stock decreased from 63,400,000 shares to 792,500, with each fractional share being rounded up to the nearest whole share.
Item 8.01 Other Events
On January 14, 2015, the Company completed a merger with its wholly owned subsidiary, Rise Resources Inc., and formally assumed the subsidiarys name by filing Articles of Merger with the Nevada Secretary of State (the Name Change). The subsidiary was incorporated entirely for the purpose of effecting the Name Change and the merger did not affect the Companys Articles of Incorporation or corporate structure in any other way.
In order for the Name Change and Reverse Split to be recognized on the OTC markets, the Financial Industry Regulatory Authority (FINRA) was required to process the corporate actions. FINRA has now processed the Name Change and Reverse Split, both of which will be effective in the market at the open of business on February 9, 2015. At that time, the Companys common stock will become eligible for quotation on the OTC markets under the name Rise Resources Inc. and the trading symbol PROFD. On March 9, 2015, the Companys trading symbol will change permanently to RYES.
Item 9.01 Financial Statements and Exhibits
Number
Exhibit Description
3.4
Certificate of Change filed with the Nevada Secretary of State on January 22, 2015
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 5, 2015
RISE RESOURCES INC.
/s/ Greg Johnston
Greg Johnston
CEO, Director