Daniel Oliver Jr.
About Daniel Oliver Jr.
Daniel Oliver Jr., age 53, has served as an independent director of Rise Gold Corp. since July 10, 2023. He is the Audit Committee Chair and designated “audit committee financial expert,” with independence affirmed under Nasdaq Listing Rule 5605(a)(2) . Oliver holds an MBA from INSEAD (2005) and a J.D. from Columbia Law School (2001), practiced at Simpson Thacher & Bartlett and Wallison & Wallison, and manages Myrmikan Gold Fund focused on precious metals mining investments .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simpson Thacher & Bartlett | Attorney | Post-2001 | Complex financial sector litigation exposure |
| Wallison & Wallison | Attorney | Post-2001 | High-dollar business litigation/appeals |
| Bearing Capital, LLC (Buenos Aires) | Private Equity Professional | Post-2005 | Commodities investments in Latin America |
| Myrmikan Gold Fund LLC | Managing Member | Ongoing | Precious metals mining investment management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guanajuato Silver Company Ltd. (TSX-V) | Director | Current | Audit Committee member |
| Committee for Monetary Research & Education | President | Current | Monetary policy advocacy, non-profit |
Board Governance
- Committee assignments: Audit Committee Chair; members Thomas I. Vehrs and Lawrence W. Lepard; all independent and financially literate under NI 52-110 .
- Independence: Board determined Oliver is independent under Nasdaq Rule 5605(a)(2) .
- Attendance: Board held 8 meetings and Audit Committee 4 during FY ended July 31, 2025; each director attended over 75% of their meetings. No directors attended the AGM held Nov 20, 2024 .
- Shareholder support: At the Nov 20, 2024 AGM, Oliver received 22,085,638 votes for and 26,022 withheld (99.882% support) .
- Committee landscape: No compensation or nominating committee; full Board oversees executive and director compensation and nominations due to company size and stage .
- Risk oversight: Board oversees risk; Audit Committee focuses on financial reporting, internal controls, and auditor independence; Davidson & Company LLP reappointed and engaged directly by the Audit Committee .
Fixed Compensation
| Component | FY 2024 (USD) | FY 2025 (USD) |
|---|---|---|
| Annual Director Retainer (Cash) | $20,000 | $20,000 |
| Committee Chair/Meeting Fees | Not disclosed | Not disclosed |
| Perquisites | Not disclosed | Not disclosed |
Performance Compensation
| Award Type | Grant Date | Shares/Options | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Stock Options | Mar 25, 2025 | 60,000 | $0.10 | Vested immediately | Mar 25, 2030 |
| Stock Options | May 22, 2025 | 200,000 | $0.10 | Vested immediately | May 22, 2030 |
| Stock Options | Sep 22, 2028 | 94,070 | $0.26 | Legacy grants, outstanding at FY-end | Sep 22, 2028 |
| Stock Options | Dec 12, 2028 | 200,000 | $0.25 | Legacy grants, outstanding at FY-end | Dec 12, 2028 |
| Stock Options | May 1, 2029 | 15,000 | $0.17 | Legacy grants, outstanding at FY-end | May 1, 2029 |
- Equity award fair value recognized in FY 2025: $26,379 (share-based payments) .
- Plan design: Options and DSUs under a rolling up-to-10% LTIP; change-of-control triggers full vesting of options/DSUs; options cannot be repriced except per exchange rules .
- Performance metrics: The Board explicitly discloses no formal performance goals for executive/director compensation; awards are discretionary and not formulaic .
Performance Metrics Table (as disclosed)
| Metric Category | Metric | Target | Measurement Window | Status |
|---|---|---|---|---|
| Financial | None disclosed | N/A | N/A | No formal goals |
| Market/TSR | None disclosed | N/A | N/A | Not used |
| ESG/Operational | None disclosed | N/A | N/A | Not used |
Other Directorships & Interlocks
| Name | Other Reporting Issuer | Exchange/Market |
|---|---|---|
| Daniel Oliver Jr. | Guanajuato Silver Company Ltd. | TSX-V |
| Board overlaps (for context) | Other RYES directors serve on various mining boards (e.g., Lavras Gold, Cabral Gold, Contango Ore) | TSX-V/NYSE |
- Interlock/conflict scan: No disclosed transactions between RYES and entities where Oliver holds roles; prior related-party arrangements involved a former director (J. Proust & Associates) and were terminated Jan 31, 2025 .
- Ethical oversight: Code of Ethics requires conflict disclosure and prohibits transactions without consent .
Expertise & Qualifications
| Area | Details |
|---|---|
| Financial/Audit | Audit Committee Financial Expert; deep financial statements and ICFR expertise |
| Legal | Columbia Law School (honors, 2001); litigation experience at top firms |
| Investing | Myrmikan Gold Fund manager; sector focus in precious metals mining |
| Education | MBA, INSEAD (2005) |
| Industry | Director and audit committee member at Guanajuato Silver (mining) |
Equity Ownership
| Holder | Shares Owned | % of Class | Notes |
|---|---|---|---|
| Daniel Oliver Jr. (aggregate) | 14,873,844 | 16.10% | Based on 92,370,467 shares outstanding as of Oct 14, 2025 (Record Date) |
| Direct holdings (Oliver) | 1,210,653 | — | Included in aggregate |
| Myrmikan Gold Fund LLC (controlled by Oliver) | 13,663,191 | — | Oliver deemed to share beneficial ownership via manager structure |
| Options outstanding (Oliver) | 569,070 | — | Strike/maturity per table above |
| Warrants (standstill – not currently counted as beneficially owned) | 945,326 (Oliver); 8,367,685 (Myrmikan) | — | Standstill agreements; termination upon 61 days’ notice |
Insider Trades (recent signals)
| Date | Security | Action | Quantity | Price | Source |
|---|---|---|---|---|---|
| Oct 24, 2025 | Common Stock | Purchase | 1,000,000 | $0.25 | |
| Apr 29, 2024 | Common Stock | Purchase | 2,105,263 | $0.095 | |
| Dec 7, 2023 | Common Stock | Purchase | 138,888 | $0.18 |
Governance Assessment
-
Strengths
- Independent Audit Committee with Oliver as Chair and designated financial expert; direct oversight of auditor independence and ICFR, including PCAOB-required communications .
- High shareholder support for Oliver’s election (99.882%) and annual say-on-pay approval at 2024 AGM, indicating investor confidence in governance and pay framework .
- Significant “skin-in-the-game” via direct and controlled holdings; standstill on warrants reduces near-term dilution risk optics .
-
Concerns/Red Flags
- No compensation or nominating committee; director/executive pay and nominations handled by full Board without formal criteria—raises process risk and potential perceived conflicts in a small-cap context .
- Large beneficial ownership (16.10%) and control relationships through Myrmikan could present perceived influence risks despite independence determinations; continuous monitoring advisable .
- Change-of-control provisions in LTIP accelerate vesting of options/DSUs—can create misalignment if control events occur without performance contribution .
- Attendance disclosure is “over 75%” rather than precise rates; transparency could be improved; no policy on director attendance at shareholder meetings (none attended 2024 AGM) .
-
Compensation Structure Signals
- Director pay mix: flat cash retainer ($20,000) year-over-year; equity awards added in 2025 via options that vest immediately, increasing guaranteed value vs. performance-conditioned pay (no formal metrics) .
- LTIP features DSUs and SARs; elections for DSUs permitted, but Oliver’s DSU participation not disclosed .
Say-on-Pay & Shareholder Feedback
| Item | Outcome |
|---|---|
| NEO Say-on-Pay (Advisory) | Approved: For 22,027,641; Against 64,926; Abstain 0; Broker Non-Votes 2,502,143 |
| Frequency of Say-on-Pay | Annual selected |
| Stock Option Plan | Ratified (rolling up to 10% of issued/outstanding) |
Related-Party Transactions (Oliver-specific)
- No related-party transactions disclosed involving Oliver. Prior management services agreement with J. Proust & Associates (former director) terminated Jan 31, 2025 .
- Code of Ethics requires conflict disclosure and Board consent for transactions .
Committee Composition & Consultants (Compensation)
- The Board has not appointed a compensation committee; there is no disclosure of independent compensation consultants; compensation decisions are discretionary and handled by the full Board .
Fixed Compensation (Director)
| Year | Cash Fees (USD) | Committee Fees | Meeting Fees |
|---|---|---|---|
| FY 2024 | $20,000 | Not disclosed | Not disclosed |
| FY 2025 | $20,000 | Not disclosed | Not disclosed |
Performance Compensation (Director)
| Year | Option Awards (USD fair value) | Notes |
|---|---|---|
| FY 2024 | Not disclosed for Oliver | No value reported in director table |
| FY 2025 | $26,379 | Share-based payments for options granted in FY2025 |
Equity Ownership Alignment
| Component | Detail |
|---|---|
| Shares owned (% of class) | 14,873,844 (16.10%) |
| Direct vs. indirect | 1,210,653 direct; 13,663,191 via Myrmikan |
| Options | 569,070 outstanding (rates/maturities per above) |
| Warrants standstill | 945,326 (Oliver), 8,367,685 (Myrmikan) under standstill; not counted as beneficially owned at present |
| Pledging/Hedging | Not disclosed |
| Ownership guidelines | Not disclosed |
Governance Notes on Attendance and Engagement
- Meetings: 8 Board, 4 Audit Committee in FY2025; Oliver attended over 75% (company-wide disclosure) .
- Shareholder communications: Process available via Company Secretary; no formal attendance policy for shareholder meetings .
Summary Implications for Investors
- Oliver’s audit leadership and financial expertise strengthen financial reporting oversight, supported by high shareholder support—positive for confidence in controls .
- The lack of a compensation committee and absence of formal performance metrics for pay elevate governance process risk; immediate vesting and CoC acceleration warrant monitoring for pay-for-performance alignment .
- Significant insider ownership and recent open-market purchases align interests but also create perceived influence risks that should be considered in governance assessments .