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Item 8. Financial Statements and Supplementary Data

2021-10-29 compared with 2020-10-29 · 233 added, 131 removed, 348 unchanged (51% of the section changed)

3 unchanged sentences

FOR THE YEAR ENDED JULY 31, 2021

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Directors of

Rise Gold Corp.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Rise Gold Corp.

(the “Company”) as of July 31, 2021 and 2020, and the related consolidated statements of operations and comprehensive loss, cash flows, and stockholders’ equity for the years ended July 31, 2021 and 2020, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Rise Gold Corp.

as of July 31, 2021 and 2020, and the results of its operations and its cash flows for the years ended July 31, 2021 and 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of impairment indicators of mineral property

As described in Note 5 to the consolidated financial statements, the carrying amount of the Company’s mineral property interests was $4,149,053 as at July 31, 2021.

Management applies judgment to assess the mineral property for impairment indicators that could give rise to the requirement to conduct a formal impairment test.

Internal and external factors such as (i) significant decrease in the market price of the asset, (ii) current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset, (iii) significant changes in expected capital and operating costs, and reclamation costs, (iv) significant adverse changes in the business climate or legal factors including changes in gold prices, and (v) current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life, are evaluated by management in determining whether there are any indicators of impairment.

The principal considerations for our determination that the assessment of impairment indicators of the mineral property is a critical audit matter are that there was judgment by management when assessing whether there were indicators of impairment for the mineral property.

This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures to evaluate audit evidence relating to the judgments made by management in their assessment of indicators of impairment that could give rise to the requirement to conduct a formal impairment test.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures include, among others, evaluating management’s assessment of indicators of impairment;

and assessing whether there has been a significant decrease in the market price of the asset, significant changes in the expected capital costs, operating costs, reclamation costs, and current period cash flow or operating losses combined with a history of losses or forecasted continued losses associated with the use of the asset, by considering the current and past performance of the mineral property including other third-party information and evidence obtained in other areas of the audit, as applicable.

The procedures performed also included (i) evaluating whether there were significant adverse changes in the business climate or legal factors including changes in gold prices by considering external market data and industry data;

and (ii) assessing the completeness of external and internal factors that could be considered as indicators of impairment of the Company’s mineral property, including consideration of evidence obtained in other areas of the audit.

We have served as the Company’s auditor since 2013.

/s/ DAVIDSON & COMPANY LLP

Vancouver, Canada

Chartered Professional Accountants

October 28, 2021

RISE GOLD CORP.

(An Exploration Stage Company)

1 unchanged sentence

(Expressed in United States Dollars)

July 31, 2021

July 31, 2020

Prepaid expenses (Note 4)

Total current assets

Mineral property interests (Note 5)

Equipment (Note 6)

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued liabilities

Payable to related parties (Note 8)

Total current liabilities

Loan payable (Note 9)

Warrant derivative (Note 10)

Total liabilities

Stockholders' equity

Capital stock, $0.001 par value, 400,000,000 shares authorized;

26,770,298 (July 31, 2020 - 26,436,965) shares issued and outstanding (Note 11)

Additional paid-in capital (Note 11)

Cumulative translation adjustment

Total stockholders' equity

Total liabilities and stockholders' equity

Nature and continuance of operations (Note 1)

Subsequent events (Note 16)

Approved and authorized by the Board on October 27, 2021.

8 unchanged sentences

(Expressed in United States Dollars)

FOR THE YEAR ENDED JULY 31,

Accretion expense (Note 9)

Directors' fees

Filing and regulatory

Foreign exchange

General and administrative

Geological, mineral, and prospect costs (Note 5)

Interest expense (Note 6, 9)

Professional fees

Promotion and shareholder communication

Share-based payments (Note 11)

Loss before other items

Gain (loss) on fair value adjustment on warrant derivatives (Note 10)

Gain on settlement of equipment loan (Note 6)

Net loss and comprehensive loss for the year

Basic and diluted loss per common share

Weighted average number of common shares outstanding (basic and diluted)

The accompanying notes are an integral part of these consolidated financial statements.

3 unchanged sentences

(Expressed in United States Dollars)

FOR THE YEAR ENDED JULY 31,

CASH FLOWS FROM OPERATING ACTIVITIES

Loss for the year

Items not involving cash

Interest expense

Gain on settlement of equipment loan

Share-based payments

Accretion expense

Loss (gain) on fair value adjustment on warrant derivatives

Unrealized loss on foreign exchange

Non-cash working capital item changes:

Prepaid expenses

Accounts payables and accrued liabilities

Payable to related parties

Net cash used in operating activities

CASH FLOWS FROM FINANCING ACTIVITIES

Private placement

Loan financing expense

Share issuance costs

Repayment of equipment loan

Net cash provided by financing activities

Change in cash for the year

Cash, beginning of year

Cash, end of year

Supplemental disclosure with respect to cash flows (Note 13)

4 unchanged sentences

(Expressed in United States Dollars)

Capital Stock

Additional Paid-in

Balance as at July 31, 2019

Effect of change in functional currency

Shares issued for cash

Share-based compensation

Warrants issued for financing expense

Loss for the year

Balance as at July 31, 2020

Shares issued for cash, net of issuance cost

Share-based compensation

Loss for the year

Balance as at July 31, 2021

The accompanying notes are an integral part of these consolidated financial statements.

22 unchanged sentences

The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Furthermore, during the year ended July 31, 2020, the novel coronavirus outbreak (“COVID-19”) was declared a pandemic by the World Health Organization.

In March 2020, the novel coronavirus outbreak ("COVID-19") was declared a pandemic by the World Health Organization.

The situation is dynamic and the ultimate duration and magnitude of the impact on the economy and the Company's business are not known at this time.

1 unchanged sentence

These consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.

At July 31, 2020, the Company had working capital of $3,267,744 (2019 – working capital deficiency of $506,583).

At July 31, 2021, the Company had working capital of $956,524 (2020 - working capital of $3,267,744).

BASIS OF PREPARATION

1 unchanged sentence

These consolidated financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America ("US GAAP") for financial information with the instructions to Form 10-K and Regulation S-K.

Certain of the prior year comparative figures have been reclassified to conform to the presentation adopted in the current year.

RISE GOLD CORP.

24 unchanged sentences

Functional and reporting currency

The Company changed its functional currency from Canadian dollars to United States dollars as at August 1, 2019.

The change in functional currency from Canadian dollars to United States dollars is accounted for prospectively from August 1, 2019.

Management determined that the Company’s functional currency had changed based on the assessment related to significant changes of the Company’s economic facts and circumstances.

These significant changes included the fact that the Company’s equity and debt financings as well as the majority of the Company’s expenses are now primarily denominated in US dollars.

Moreover, the Company’s place of business and management are now located in the United States.

In addition, beginning August 1, 2019, the Company also changed its reporting currency from Canadian dollars to United States dollar to provide greater clarity to users of the financial statements.

The change in reporting currency was applied retrospectively effective beginning August 1, 2019.

Financial statements for all periods presented have been recast into United States dollars.

All monetary assets and liabilities denominated in foreign currencies are translated into United States dollars using exchange rates in effect as of the date of the balance sheet date.

The United States dollar translated amounts of nonmonetary assets and liabilities as of August 1, 2019 became the historical accounting basis for those assets and liabilities as of August 1, 2019.

Revenue and expense transactions are translated at the approximate exchange rate in effect at the time of the transaction.

All resulting exchange differences were recognized within currency translation adjustment, a separate component of shareholders’ equity.

In applying the change in reporting currency, the Company applied the current rate method for presenting the comparative period presented.

Under this method, all assets and liabilities of the Company’s operations were translated from their Canadian dollar functional currency into United States dollars using the exchange rates in effect on the balance sheet date, and shareholders’ equity were translated at the historical rates.

Opening shareholders’ equity at August 1, 2017 has been translated at the historic rate on that date and any other movements in shareholders’ equity during the period from August 1, 2017 to July 31 2019 were translated using the appropriate historical rates at the date of the respective transaction.

All other revenues, expenses and cash flows were translated at the average rates during the reporting periods presented.

The resulting translation adjustments are reported under comprehensive income as a separate component of shareholders’ equity.

The Company's functional and reporting currency is the United States dollar.

Transactions in currencies other than the functional currency of the Company are initially translated into the functional currency by applying the exchange rates prevailing at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate prevailing at the date of the statement of financial position.

Non-monetary assets and liabilities are translated at historical exchange rates, unless the item is

carried at fair value, in which case it will be translated at the exchange rate in effect at the date when the fair value was determined.

Resulting foreign exchange gains and losses are recognized in income or loss.

Derivatives are initially recognized at the fair value on the date the derivative contract is entered into and transaction costs are expensed.

2 unchanged sentences

The Company reviews all receivables that exceed terms and establishes an allowance for doubtful accounts based on management's assessment of the collectability of trade and other receivables.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2020

(Expressed in United States Dollars)

SIGNIFICANT ACCOUNTING POLICIES (continued)

Mineral property

14 unchanged sentences

Equipment purchased by the Company is depreciated over 15 years.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2021

(Expressed in United States Dollars)

SIGNIFICANT ACCOUNTING POLICIES (continued)

Asset retirement obligations

10 unchanged sentences

The fair values of these financial instruments approximate their carrying values unless otherwise noted.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2020

(Expressed in United States Dollars)

SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair value of financial assets and liabilities

8 unchanged sentences

Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly;

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2021

(Expressed in United States Dollars)

SIGNIFICANT ACCOUNTING POLICIES (continued)

Level 3 - Inputs that are not based on observable market data.

24 unchanged sentences

Recently adopted and recently issued accounting standards

On February 25, 2016, the FASB issued ASU No.

2016-02, “Leases”.

This ASU applies to public companies beginning January 1, 2019 and affects the requirement that lessees account for all leases – both operating and finance – on the balance sheet while recognizing both an asset for the right to use the leased asset and an obligation to make lease payments over the lease term.

The Company has assessed the impact of the adoption of this standard and determined that it has no significant impact.

Other than the above, the Company has determined that other significant newly issued accounting pronouncements are either not applicable to the Company’s business or that no material effect is expected on the financial statements as a result of future adoption.

The Company has determined that other significant newly issued accounting pronouncements are either not applicable to the Company's business or that no material effect is expected on the financial statements as a result of future adoption.

PREPAID EXPENSES

July 31, 2021

July 31, 2020

RISE GOLD CORP.

5 unchanged sentences

The Company's mineral properties balance consists of:

Idaho-Maryland, California

Ending balance, July 31, 2021 and 2020

Title to mineral properties

5 unchanged sentences

On August 30, 2016, the Company entered into an option agreement with three parties to purchase a 100% interest in and to the Idaho-Maryland Gold Mine property located near Grass Valley, California, United States.

Pursuant to the option agreement, in order to exercise the option, the Company was required to pay $2,000,000 by November 30, 2016.

Upon execution of the option agreement, the Company paid the vendors a non-refundable cash deposit in the amount of $25,000, which would be credited against the purchase price of $2,000,000 upon exercise of the option.

Pursuant to the option agreement, in order to exercise the option, the Company was required to pay $2,000,000 by November 30, 2016 Upon execution of the option agreement, the Company paid the vendors a non-refundable cash deposit in the amount of $25,000, which would be credited against the purchase price of $2,000,000 upon exercise of the option.

On November 30, 2016, the Company negotiated an extension on the closing date of the option agreement to December 26, 2016, in return for a cash payment of $25,000, which would be credited against the purchase price of $2,000,000 upon exercise of the option.

18 unchanged sentences

On May 14, 2018, the Company completed the purchase of the surface rights totalling approximately 82 acres by making final payments totalling $1,300,000.

On June 13, 2019, the Company received $150,000 from a third party as a prepayment to use the Company’s property for a period of six months.

On December 13, 2019, the third party paid an additional $75,000 to continue using the Company’s property for another three months.

As at July 31, 2020, $225,000 has been recognized as other income ($175,000 during the year ended July 31, 2020 and $50,000 during the year ended July 31, 2019) with the balance of $Nil (July 31, 2019 - $101,339) remaining as an advance.

As at July 31, 2021, the Company has incurred cumulative exploration expenditures of $7,169,662 on the Idaho-Maryland Gold Mine property as follows:

1 unchanged sentence

July 31, 2020

Recast (Note 3)

Idaho-Maryland Gold Mine expenditures:

8 unchanged sentences

EQUIPMENT AND EQUIPMENT LOAN

Drilling equipment

At July 31, 2019

Foreign currency translation adjustment

At July 31, 2020

At July 31, 2021

Accumulated depreciation

At July 31, 2019

At July 31, 2020

At July 31, 2021

Total carrying value, July 31, 2020

Total carrying value, July 31, 2021

During the year ended July 31, 2018, the Company recorded an equipment loan of $495,481 in connection with two diamond core drilling rigs purchased.

13 unchanged sentences

(Expressed in United States Dollars)

CONVERTIBLE DEBENTURE

On February 13, 2019, the Company entered into convertible debenture whereby it received $772,917 (C$1,000,000) of principal amount (the “Debenture”) from Meridian Jerritt Canyon Corp.

(“Meridian”), a wholly-owned subsidiary of Yamana Gold Inc.

The Debenture has a term of six months and an annual interest rate of 12%, calculated and compounded monthly, payable in cash or units of the Company at Yamana’s option except as described below.

The principal amount of the Debenture and any accrued interest thereon is convertible into units at a conversion price of C$1.00 per unit (the “Conversion Price”) at any time at the sole discretion of Meridian.

In addition, the principal amount of the Debenture will automatically be converted into units at the Conversion Price if, during the term of the Debenture, Rise Gold is able to raise proceeds of C$800,000 under the Private Placement from investors other than Yamana in connection with the March 2019 private placement.

On March 1, 2019, the Company completed a non-brokered private placement for a total of $1,378,184 (C$1,827,472).

In conjunction with the closing, a total of 10,049,724 units have been issued to Yamana, through its wholly-owned subsidiary, Meridian, upon conversion of the $757,897 of the debenture (C$1,000,000 principal amount and accrued interest of C$4,972).

As at July 31, 2019, the Debenture was fully converted.

RELATED PARTY TRANSACTIONS

2 unchanged sentences

a) Salaries of $135,000 (2020 - $135,000) were paid or accrued to the CEO of the Company.

b) Consulting fees of $Nil (2019 - $15,391) were paid or accrued to the former CFO of the Company and consulting fees of $Nil (2019 - $4,383) to a company in which the former CFO and a former director held a 50% interest.

c) Directors fees of $84,167 (2019 - $55,106) to directors of the Company.

d) During the year ended July 31, 2020, the Company paid $133,708 (2019 - $120,901) in professional fees to a company controlled by a director of the Company.

e) During the year ended July 31, 2019, the Company received and fully repaid $66,495 in loans from the CEO of the Company.

f) Share-based compensation of $326,393 (2019 - $126,190) for options granted during the year ended July 31, 2020.

g) As at July 31, 2020, $79,479 (2019 - $129,638) was owed to related parties.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2020

(Expressed in United States Dollars)

b) Directors' fees of $80,000 (2020 - $84,167) to directors of the Company.

c) During the year ended July 31, 2021, the Company paid $141,304 (2020 - $133,708) in professional fees to a company controlled by a director of the Company.

d) Share-based compensation of $560,792 (2020 - $326,393) for options granted during the year ended July 31, 2020.

e) As at July 31, 2021, $34,010 (2020 - $79,479) was owed to related parties.

On September 3, 2019, the Company completed a debt financing with Eridanus Capital LLC (the "Lender") for $1,000,000 (the "Loan").

7 unchanged sentences

The Loan is secured against the assets of the Company and its subsidiary and will be used for permitting, engineering, and working capital at the Company's Idaho Maryland Gold Project.

Balance, July 31, 2019

Issuance costs

Interest expense

Accretion expense

Balance, July 31, 2020

Interest expense

Accretion expense

Balance, July 31, 2021

WARRANT DERIVATIVE

3 unchanged sentences

Share purchase warrants with a compensatory nature are not included in this calculation.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2021

(Expressed in United States Dollars)

The following table shows a continuity of the Company's fair value of warrant derivative:

As the initial recognition as well as the revaluation of these warrants both took place within the year ended July 31, 2020, the Company recorded a loss on fair value adjustment on warrant derivative of $2,218,107 during the year ended July 31, 2020.

Warrant derivative

Number of warrants

accounted for as

derivative liability

Balance, August 1, 2019

Fair value adjustment

Balance, July 31, 2020

Fair value adjustment

Balance, July 31, 2021

During the year ended July 31, 2021, the Company recorded a gain on fair value adjustment on warrant derivative of $1,776,341 (July 31, 2020 - loss of $2,218,107).

RISE GOLD CORP.

4 unchanged sentences

WARRANT DERIVATIVE (continued)

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants as at July 31, 2020 and August 1, 2019:

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants derivative as at July 31, 2021 and July 31, 2020:

July 31, 2021

August 1, 2019

July 31, 2020

Risk-free interest rate

8 unchanged sentences

Private Placements

On August 30, 2018, the Company completed a first tranche of a non-brokered private placement, issuing an aggregate of 288,125 units at a price of $0.60 (C$0.80) per unit for gross proceeds of $177,580 (C$230,500).

Each unit consists of one share of common stock and one share purchase warrant exercisable into one share of common stock at a price of $0.90 (C$1.20) for a period of three years from the date of issuance until August 30, 2021.

On September 17, 2018, the Company completed a second tranche of a non-brokered private placement, issuing an aggregate of 200,313 units at a price of $0.60 (C$0.80) per unit for gross proceeds of $123,089 (C$160,250).

On October 16, 2018, the Company completed a strategic initial investment in a financing of $1,352,606 (C$1,750,000) by issuing 1,750,000 units to Meridian Jerritt Canyon Corp.

(“Meridian”), a wholly-owned subsidiary of Yamana Gold Inc.

Each unit consists of one share of common stock at a price of $0.80 (C$1.00) per unit and one-half of one share purchase warrant exercisable at a price of $1.00 (C$1.30) until October 16, 2020.

As a result of the investment, the investor owned approximately 12.6% of the Company’s issued and outstanding shares on a non-diluted basis.

In conjunction with the investment, the Company issued 87,500 share purchase warrants valued at $37,630 (discount rate – 1.65%, volatility – 139.09%, expected life – 2 years, dividend yield – 0%) as a finder’s fee to Southern Arc Minerals Inc.

(“Southern Arc”), a party at arm’s length with the Company, which will be exercisable into one share of common stock at a price of $1.00 (C$1.30) until October 16, 2020.

On November 5, 2018, the Company raised $572,694 (C$750,000) through the sale of 750,000 units at $0.80 (C$1.00) per unit where each unit consists of one share of common stock and one half of one share purchase warrant exercisable into one share of common stock at a price of $1.00 (C$1.30) until November 5, 2020.

All 750,000 units issued in the final tranche were acquired by Southern Arc.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2020

(Expressed in United States Dollars)

CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL (continued)

On March 1, 2019, the Company completed a non-brokered private placement for a total of $1,378,184 (C$1,827,472) through the sale of 1,827,472 units at a price of $0.80 (C$1.00) per unit where each unit consists of one share of common stock and one-half of one share purchase warrant.

Each whole warrant is exercisable into one share of common stock at a price of $1.00 (C$1.30) until March 1, 2021.

Out of the 1,827,472 units issued as part of this private placement, 1,004,972 units were issued to Meridian to settle convertible debt balance of $757,897 (C$1,004,972).

In connection with the private placement, the Company incurred finders’ fees and share issuance costs of $80,919 (C$107,299), and issued a total of 19,950 finders’ warrants valued at $8,371 (C$11,100) (discount rate – 1.65%, volatility – 139.09%, expected life – 2 years, dividend yield – 0%), exercisable into one share of common stock at a price of $0.13 for a period of two years from the date of issuance.

On July 3, 2019, the Company completed the first tranche of a non-brokered private placement.

The Company raised a total of $552,000 (C$725,769) through the sale of 1,036,813 units at a price of $0.50 (C$0.70) per unit where each unit consists of one share of common stock and one-half of one share purchase warrant.

Each whole warrant entitles the holder to acquire one additional share at an exercise price of $0.80 (C$1.00) until July 3, 2022.

On August 19, 2019, the Company completed the second tranche of a non-brokered private placement for a total of $2,412,281 (C$3,207,850) through the sale of 4,582,644 units at a price of $0.53 (C$0.70) per unit where each unit consists of one share of common stock and one-half of one share purchase warrant.

Each whole warrant is exercisable into one share of common stock at a price of $0.80 (C$1.00) until August 19, 2022.

The Company has paid finders’ fees and associated legal fees of $8,710 and issued a total of 11,196 finder’s warrants with a value of $4,990 entitling the holder to acquire one share at a price of $0.80 (C$1.00) until August 19, 2022.

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of these warrants:

Risk-free interest rate – 1.52%;

expected volatility – 123.27%;

share price of C$0.85 and strike price – C$1.00;

expected life of warrants – 3 years.

The Company has paid finders' fees and associated legal fees of $8,710 and issued a total of 11,196 finder's warrants valued at $4,990, entitling the holder to acquire one share at a price of $0.80 (C$1.00) until August 19, 2022.

On July 31, 2020, the Company completed a non-brokered private placement for a total of $3,272,875 through the issuance of 4,363,833 units at a price of $0.75 per Unit (C$1.02 per Unit), with each Unit comprising of one share of common stock (a "Share") and one-half of one share purchase warrant.

Each whole warrant entitles the holder to acquire one Share at an exercise price of $1.00 until July 31, 2022.

The Company paid a total of $40,414 in finders fees and issued a total of 43,435 finders warrants with a fair value of $15,500, where each finder’s warrant entitles the holder to acquire one Share at a price of $1.00 until July 31, 2022.

The Company paid a total of $40,414 in finders' fees and issued a total of 43,435 finder's warrants with a fair value of $15,500, where each finder's warrant entitles the holder to acquire one Share at a price of $1.00 until July 31, 2022.

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of these warrants:

4 unchanged sentences

To accommodate the lack of authorized capital to facilitate the closing of the private placement, the Company's President and CEO surrendered 1,097,298 stock options priced between C$0.70 and C$2.40 per share.

On September 23, 2020, the Company completed a non-brokered private placement for a total of $250,000 through the issuance of 333,333 units at a price of $0.75 per Unit (C$1.02 per Unit), with each Unit comprising one share of common stock and one-half of one common share purchase warrant.

Each whole warrant entitles the holder to acquire one Share at an exercise price of $1.00 (C$1.36) until September 21, 2022.

The Company has paid associated legal fees of $1,802 in connection with this financing.

RISE GOLD CORP.

5 unchanged sentences

Stock Options

On November 30, 2018, the Company granted 290,000 stock options with a fair value of $131,300 to employees and directors of the Company.

The options are exercisable at C$1.00 per share for a period of five years and expire on November 30, 2023.

During the year ended July 31, 2020, the Company granted a total of 826,284 stock options with a fair value of $357,271 to employees, officers, directors, and consultants of the Company, exercisable at a weighted average price of C$0.68 per share for a period of five years.

The following incentive stock options were outstanding at July 31, 2020:

On September 22, 2020, the Company granted a total of 1,338,500 stock options to the Company's President and CEO, Benjamin Mossman.

The stock options are exercisable at a price of $0.90 (C$1.20) per share until September 22, 2025.

The Company recorded share-based compensation of $560,792 in connection with this grant.

The following incentive stock options were outstanding as at July 31, 2021:

Weighted Average Exercise

March 17, 2023

April 19, 2023

1 unchanged sentence

August 21, 2024

September 22, 2025

Stock option transactions are summarized as follows:

Number of Options

Weighted Average Exercise Price ($C)

Balance outstanding and exercisable, July 31, 2019

Options granted

Options expired

Options forfeited

Balance outstanding and exercisable, July 31, 2020

Options granted

Options expired

Balance outstanding and exercisable, July 31, 2021

As at July 31, 2021, the aggregate intrinsic value of the Company's stock options is $1,313 (July 31, 2020 - $11,532).

RISE GOLD CORP.

10 unchanged sentences

Forfeiture rate

The following warrants were outstanding at July 31, 2020:

April 18, 2021

The following warrants were outstanding as at July 31, 2021:

August 31, 2021

September 17, 2021

October 16, 2020

November 5, 2020

March 1, 2021

August 19, 2022

1 unchanged sentence

July 31, 2022

September 21, 2022

Subsequent to the year ended July 31, 2021, 488,438 of the Company's warrants expired unexercised.

RISE GOLD CORP.

5 unchanged sentences

Warrant transactions are summarized as follows:

Number of Warrants

Weighted Average

Exercise Price ($C)

Balance, July 31, 2019

Warrants issued

Warrants expired

Balance, July 31, 2020

Warrants issued

Warrants expired

Balance, July 31, 2021

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of finders' warrants issued during the year ended July 31:

2 unchanged sentences

0.08-1.14 years

2.0 -2.05 years

Expected annualized volatility

3 unchanged sentences

The Company has a stock option plan under which it is authorized to grant options to executive officers and directors, employees and consultants enabling them to acquire up to 10% of the issued and outstanding common stock of the Company.

Under the plan the exercise price of each option equals the market price of the Company’s stock, less any applicable discount, as calculated on the date of grant.

The options can be granted for a maximum term of 5 years with vesting determined by the board of directors.

Under the plan the exercise price of each option equals the market price of the Company's stock, less any applicable discount, as calculated on the date of grant The options can be granted for a maximum term of 5 years with vesting determined by the board of directors.

RISE GOLD CORP.

5 unchanged sentences

Loss before income taxes

$ (5,471,535)

$ (4,361,900)

Expected income tax (recovery) at statutory tax rates

$ (1,148,000)

Change in statutory, foreign tax, foreign exchange rates and other

11 unchanged sentences

The significant components of the Company's temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated statement of financial position are as follows:

Expiry Date Range

Temporary Differences

Exploration and evaluation assets

No expiry date

Non-capital losses available for future period

2027 to Indefinite

Tax attributes are subject to review and potential adjustments by tax authorities.

7 unchanged sentences

For the year ended July 31, 2021:

a) The Company issued a total of 11,196 finder’s warrants entitling the holder to acquire one share at a price of C$1.00 until August 19, 2022 with a fair value of $4,990.

b) The Company issued a total of 43,435 finder’s warrants entitling the holder to acquire one share at a price of C$1.02 until August 19, 2022 with a fair value of $15,500 (C$20,777).

a) The Company accrued $119,523 of interest expense as part of the outstanding balance of loan payable.

For the year ended July 31, 2020:

c) Issued 107,450 in finders’ warrants valued at $46,001 recorded as share issuance costs (Note 12);

d) As at July 31, 2019, accounts payable and accrued liabilities include $20,836 relating to the July 2020 instalment of the equipment loan;

e) During the year ended July 31, 2019, the Company issued 62,500 units at C$0.80 per unit to settle C$50,000 in accounts payable and 7,500 units to settle C$7,500 in accounts payable.

f) As at July 31, 2019, the Company has $37,842 of share issuance costs included in accounts payable and accrued liabilities.

b) The Company issued a total of 11,196 finder's warrants entitling the holder to acquire one share at a price of C$1.00 until August 19, 2022 with a fair value of $4,990.

c) The Company issued a total of 43,435 finder's warrants entitling the holder to acquire one share at a price of C$1.02 until August 19, 2022 with a fair value of $15,500 (C$20,777).

SEGMENTED INFORMATION

4 unchanged sentences

The Company has determined that it operates its business in one geographical segment located in California, United States, where all of its equipment and mineral property interests are located.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2020

(Expressed in United States Dollars)

SUBSEQUENT EVENTS

On September 22, 2020, the Company announced that it has granted a total of 1,338,500 stock options to the Corporation’s President & CEO, Benjamin Mossman.

The stock options are excisable at a price of US$0.90 (C$1.20) per share until September 22, 2025.

On September 23, 2020, the Company announced that it has completed the non-brokered private placement announced previously.

The Corporation raised a total of US$250,000 through the issuance of 333,333 units at a price of US$0.75 per Unit (CDN$1.02 per Unit), with each Unit comprising one share of common stock and one-half of one common share purchase warrant.

Each whole warrant entitles the holder to acquire one Share at an exercise price of US$1.00 until September 21, 2022.

Subsequent to the year ended July 31, 2020, 962,500 warrants expired unexercised.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data