CONSULTINGSERVICES AGREEMENT

Exhibit 10.14

CONSULTING SERVICES AGREEMENT

THIS AGREEMENT is made effective as of the 1st day of May, 2018.

BETWEEN:

RISE GOLD CORP., having an office at Suite 650 - 669 Howe Street, Vancouver, BC V6C 0B4

(the “Company”)

AND:

CALE THOMAS, of 2261 East 11^th Avenue, Vancouver, BC V5N 1Z7

(the “Consultant”)

WHEREAS the Company entered into an executive employment agreement dated October 1, 2016 (the “Employment Agreement”) with the Consultant, which agreement the Company and Consultant have agreed to terminate. 

AND WHEREAS pursuant to the terms of the Employment Agreement and as part of his compensation the Company granted 700,000 stock options to the Consultant exercisable at $0.15 per share of Common Stock until March 22, 2021;

AND WHEREAS the Company desires to engage the services of the Consultant as an independent contractor to assist with the transitioning of responsibility for business advisory, finance, accounting, corporate administrative matters to J. Proust & Associates, who now provides those services to the Company, including liaising with the Company’s new Chief Financial Officer and corporate secretary (the “Services”) and the Consultant agrees to the provision of the Services on the terms and subject to the conditions set out in this Agreement.

THIS AGREEMENT WITNESSES that in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

The Company hereby engages the Consultant to provide the Services upon the terms and conditions set forth herein. While the Consultant shall not be obligated to provide the Services to the Company on an exclusive basis and shall be at liberty to provide services to others, the Consultant agrees to devote such time and attention to the business and affairs of the Company as is required to properly provide the Services in a timely manner.

This Agreement shall be in force for a term commencing on May 1, 2018 and ending April 30, 2021 unless the parties have terminated this Agreement as set out paragraph 7.

In consideration for the Consultant providing the Services to the Company, the Company agrees to pay the Consultant a fee of $5,000 per month (plus any applicable taxes) for the first six months of this Agreement, payable on the last day of each month. After the first six months of this Agreement, payment for Services provided by the Consultant will be based upon a mutually agreeable hourly rate. The Consultant shall invoice the Company periodically for any work performed at the request of the Company. The invoice shall be payable within thirty (30) days after the date of the invoice. The Company will promptly reimburse the Consultant for reasonable, pre-approved expenses incurred by the Consultant in the performance of the Services upon presentation to the Company of receipts for such expenses. The Consultant shall be responsible for and shall pay all contractors and consultants retained by the Consultant, unless otherwise agreed to in writing by the parties. The parties acknowledge and agree that the Consultant currently holds 700,000 options (the “Options”) exercisable at a price of $0.15, until March 22, 2021 which Options were granted to the Consultant pursuant to the Employment Agreement, at which time the Consultant served as a director and officer to the Company. The Options shall remain subject to, and be governed by the terms of the Company’s Stock Option Plan, as adopted and approved from time to time by the Company.

The Consultant is acting as an independent contractor in performing services hereunder, and nothing in this Agreement creates or is intended to constitute an employment or agency relationship between the parties. The Company is under no obligation to request the Services of the Consultant and there is no minimum annual work commitment incumbent on either of the parties.

The Consultant acknowledges that all items of any and every nature or kind created, including but not limited to any and all data generated, acquired, or created by the Consultant in performance of the Services for the Company, or used by the Consultant pursuant to its engagement under this Agreement, or furnished by the Company to the Consultant, and all equipment, books, records, reports, files, diskettes, manuals, literature, or any other materials (whether in writing or stored in computerized, electronic, disk, tape, microfilm or any other form), shall remain and be considered the exclusive property of the Company at all times and shall be surrendered to the Company in good condition, promptly at the request of the Company or its subsidiaries, or in the absence of a request, upon the termination of this Agreement.

The Consultant shall not, except as authorized or required by the Consultant’s duties, reveal or divulge to any unauthorized person or companies, without the prior written consent of the Company, any information (the “Confidential Information”) which is non-public, confidential or proprietary in nature relating to the Company or the Company’s business including without limitation business plans, financial data, products, past, current and prospective customers of the Company, transactions or other affairs of the Company and analyses, compilations, forecasts, documentation, software, know-how, technical information, graphic designs, ideas and trade secrets, in oral, written, electronic or any other form. The Consultant shall not use nor attempt to use any Confidential Information in any manner which may injure or cause loss either directly or indirectly to the Company’s business or may be likely so to do. This restriction shall continue to apply after the termination of this Agreement, but shall cease to apply to information or knowledge, which may come into the public domain other than as a result of disclosure by the Consultant. Confidential Information includes information saved in digital or analog form, and in electronic and magnetic mediums and pictures saved on film, on tape or electronically.

Nothing herein will prevent the Consultant from disclosing, using or reproducing any Confidential Information:

The Consultant agrees that in the event of a breach or threatened breach by the Consultant of any of the provisions of this Agreement, the Company, in addition to and not in limitation of any other rights, remedies or damages available to the Company at law or in equity, shall be entitled to an injunction in order to prevent or to restrain any breach by the Consultant, or by any or all of the Consultant’s partners, co-venturers, employers, employees, servants, agents, representatives and any and all persons directly or indirectly acting for, on behalf of, or with the Consultant.

This Agreement may be terminated:

Neither the Company nor the Consultant may sell, assign or transfer any rights or responsibilities under this Agreement without the prior written consent of the other, and any such assignment or delegation by either party without such consent shall be void.

The parties agree to perform any further acts and to execute and deliver any further documents which may be necessary or appropriate to carry out the purposes of this Agreement.

If any provision of this Agreement is held to be unenforceable, invalid or illegal by any court of competent jurisdiction, such unenforceable, invalid or illegal provision shall not affect the remainder of this Agreement.

This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter including without limitation the addendum to employment agreement dated May 1, 2018 between the Company and the Consultant. This Agreement may not be amended, modified, varied or supplemented except in writing signed by the Parties.

Any notice, payment or other communication required or permitted to be given or served pursuant to this Agreement shall be in writing and shall be delivered personally or forwarded by registered mail or transmitted by facsimile or e-mail to the party concerned addressed as follows:

If to the Company:

Suite 650 - 669 Howe Street

Vancouver, BC V6C 0B4

Attention: Chief Executive Officer

Email: ***@***

If to the Consultant:

2261 East 11^th Avenue

Vancouver, BC V5N 1Z7

Email: ***@***

or at such other address as the other party may from time to time direct in writing. Any notice, direction or other instrument will, if delivered or faxed, be deemed to have been given and received on the day it was delivered or faxed; if mailed, be deemed to have been given and received on the fifth business day following the day of mailing, except in the event of disruption of the postal service in which event notice will be deemed to be received only when actually received; and, if sent by e-mail, be deemed to have been received upon the date of a read receipt acknowledgement. Any party may at any time give to the other notice in writing of any change of address of the party giving such notice and from and after the giving of such notice the address or addresses therein specified will be deemed to be the address of such party for the purposes of giving notice hereunder.

The Consultant acknowledges being advised to obtain and having received such independent legal, accounting and tax advice from the Consultant’s professional advisors as the Consultant has determined necessary or advisable to enter into this Agreement.

All disputes, controversies and differences which may arise under this Agreement between the Consultant and the Company which cannot be resolved between them shall be referred to and finally resolved by a single arbitrator (the “Arbitrator”) pursuant to the Arbitration Act, R.S.B.C. 1996, c. 55, as amended. The decision of the Arbitrator on

all issues or matters submitted to the Arbitrator for resolution shall be conclusive, final and binding on all of the parties. The Arbitrator shall determine who shall bear the costs of arbitration pursuant to this Section 14.

This Agreement shall enure to the benefit of and be binding upon the successors and permitted assigns of each of the parties hereto.

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

This Agreement may be executed in counterparts and delivered electronically or by fax, each of which shall be deemed to be an original and both of which shall constitute one instrument.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written notwithstanding its actual date of execution.

RISE GOLD CORP.

Per: