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 11th
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:


 


		1.	Engagement



 


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.


     


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		2.	Term



 


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.


 


		3.	Compensation



 


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.


 


		4.	Status



 


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.


 


		5.	Ownership
and Work Product



 


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.


     


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		6.	Confidentiality



 


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:


 


		(a)	which
is or becomes public knowledge other than through acts or omissions attributed to the Consultant;



 


		(b)	which
                                         is independently obtained by the Consultant from a source which, to the Consultant’s
                                         knowledge, was not then prohibited from disclosing such information to the Consultant
                                         under any legal, contractual or fiduciary obligation to the Company;



 


		(c)	which
                                         is required to be disclosed by applicable law, regulation or legal process; or



 


		(d)	to
                                         the extent approved by the Company in writing.



 


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.


     


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		7.	Termination



 


This
Agreement may be terminated:


 


		(a)	by
                                         the Company without prior notice if, at any time, the Consultant:



 


		(i)	commits
a material breach of a provision of this Agreement;



 


		(ii)	is
unable or unwilling to perform the duties under this Agreement; or



 


		(iii)	commits
fraud or serious neglect or misconduct in the performance of the Consultant’s duties; or



 


		(b)	by
the Consultant upon giving the Company two (2) weeks’ written notice.



 


		8.	Assignment



 


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.


 


		9.	Further
Assurances



 


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.


 


		10.	Severability



 


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.


 


		11.	Entire
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.


     


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		12.	Notices



 


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:
ceo@risegoldcorp.com


 


If
to the Consultant:


 


2261
East 11th Avenue


Vancouver,
BC V5N 1Z7


 


Email:
cale.thomas@gmail.com


 


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.


 


		13.	Independent
Advice



 


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.


 


		14.	Arbitration



 


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


     


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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.


 


		15.	Binding
Effect



 


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


 


		16.	Governing
Law



 


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.


 


		17.	Counterpart
Execution and Delivery



 


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:


 




	      /s/ Benjamin Mossman	 
	Authorized
    Signatory



     


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	SIGNED,
    SEALED and DELIVERED	 	 	 
	by
CALE THOMAS	)	 	 
	in
    the presence of:	)	 	 
		)	 	 
	     /s/
Shannon Thomas	)	 	     /s/
    Cale Thomas
	Witness
Signature	)	 	CALE
    THOMAS
	 	)	 	 
	     Shannon
Thomas	)	 	 
	Witness
Name	)	 	 
	 	)	 	 
	     2261
    East 11th Avenue, Vancouver, BC	 	 	 
	Address	)	 	 
	 	)	 	 
	     Office
Manager	)	 	 
	Occupation	)