What changed in this filing

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Item 9A. Controls and Procedures

2021-10-29 compared with 2020-10-29 · 65 added, 80 removed, 334 unchanged (30% of the section changed)

16 unchanged sentences

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation

by our independent registered public accounting firm pursuant to a provision under the Dodd-Frank Wall Street Reform and Consumer Protection Act which grants a permanent exemption for non-accelerated filers from complying with Section 404(b) of the Sarbanes-Oxley Act of 2002.

Management's report was not subject to attestation by our independent registered public accounting firm pursuant to a provision under the Dodd-Frank Wall Street Reform and Consumer Protection Act which grants a permanent exemption for non-accelerated filers from complying with Section 404(b) of the Sarbanes-Oxley Act of 2002.

Changes in Internal Control over Financial Reporting

17 unchanged sentences

Vince Boon was appointed as our Chief Financial Officer on May 1, 2018 and Treasurer on May 16, 2018.

Boon is a chartered accountant with over ten years of professional accounting experience with private and public companies focusing on financial reporting, regulatory compliance, internal control and corporate finance activities.

Boon is a Chartered Professional Accountant with over ten years of professional accounting experience with private and public companies focusing on financial reporting, regulatory compliance, internal control and corporate finance activities.

Boon's experience includes financial reporting for both Canadian and U.S.

1 unchanged sentence

Boon is currently the CFO/Corporate Secretary of Japan Gold Corp., and the CFO of Southern Arc Minerals Inc., Canada Energy Partners Inc.

and Lincoln Ventures

and Lincoln Ventures Ltd.

Boon holds a Bachelor of Science degree from the University of British Columbia and is a Chartered Professional Accountant, CPA, CA.

25 unchanged sentences

Flanigan is a Chartered Professional Accountant and a Chartered Financial Analyst with expertise in corporate finance, mergers and acquisitions, international taxation, risk management, banking, treasury, corporate restructuring and accounting, and has served as Chief Financial Officer for various public and private companies.

Flanigan is currently a Managing Principal and the CFO of Kepis & Pobe Financial Group Inc., where he is responsible for all aspects of the company’s accounting, financing, treasury, tax, and legal affairs including overseeing the company’s corporate development activities.

Flanigan was formerly a Managing Principal and the CFO of Kepis & Pobe Financial Group Inc., where he served for over ten years and was responsible for all aspects of the company's accounting, financing, treasury, tax, and legal affairs including overseeing the company's corporate development activities.

Flanigan is also the Chief Financial Officer of Central African Gold Inc., a publicly traded mining and exploration company prospecting and developing gold projects in Africa.

22 unchanged sentences

(a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(b) any criminal convictions (excluding traffic violations and other minor offenses);

(b) any criminal convictions or any criminal proceedings in which the person is a named subject (excluding traffic violations and other minor offenses);

(c) any order, judgment, or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

(d) any finding by a court, the SEC or the CFTC to have violated a federal or state securities or commodities law, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud;

or (e) any sanction or order of any self-regulatory organization or registered entity or equivalent exchange, association, entity or other organization that has disciplinary authority over its members or persons associated with a member.

or (e) any sanction or order of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or other organization that has disciplinary authority over its members or persons associated with a member.

Further, no such legal proceedings are believed to be contemplated by governmental authorities against any director or executive officer.

11 unchanged sentences

The court found Mr.

Mossman not guilty and acquitted of

all charges specifically related to alleged pollution under the Fisheries and Water Act.

He was acquitted of all but two minor offences under the EMA, for which the court imposed a $15,000 global fine against Mr.

All charges were dropped against one former employee and against Banks, and the court dismissed all charges against the other former employee.

Subsequent to the decision, the Crown and Defense Counsel for Mr.

Mossman both filed appeals regarding certain of the original determinations as they relate to Mr.

Mossman not guilty and acquitted him of all, but two, charges under the EMA and Fisheries Act.

For those two minor offences, the court imposed a $15,000 global fine against Mr.

All charges were dropped against one former employee and against Banks, and the court dismissed all charges against the other former employee for whom charges were not dropped.

Subsequent to the decision, the Crown filed an appeal regarding certain of the original determinations as they relate to Mr.

The summary conviction appeal was heard by the BC Supreme Court in May 2019.

In February 2020, the court issued its decision and ordered a new trial in the matter.

Mossman and the remaining employee cross-appealed the two convictions held against them.

In February 2020, the court issued its decision and ordered a new trial in the matter for Mr.

Mossman and the former employee.

The two convictions and Mr.

Mossman’s $15,000 fine relating to the incident were also set aside by the court.

Counsel for Mr.

Mossman are currently seeking leave to appeal the BC Supreme Court decision to the BC Court of Appeal.

Mossman sought leave to appeal the BC Supreme Court decision to the BC Court of Appeal, which was dismissed as part of the order for a new trial.

The Supreme Court of Canada recently dismissed Mr.

Mossman's application to appeal the order for a new trial.

The new trial has not yet been scheduled but is currently forecasted to start sometime in late spring 2022.

In a second trial, the Crown charged Mr.

2 unchanged sentences

No appeal of the acquittal was filed by the Crown.

None of the Corporation’s directors or executive officers has been involved in any transactions with the Corporation or any of its directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires a company's directors and officers, and persons who own more than 10% of any class of a company's equity securities which are registered under Section 12 of the Exchange Act, to file with the SEC initial statements of beneficial ownership on Form 3, reports of changes in ownership on Form 4, and annual reports on Form 5 concerning their ownership of and transactions concerning our common stock and other equity securities.

Such officers, directors and 10% stockholders are also required to furnish the company with copies of all Section 16(a) reports they file.

Based solely on our review of the copies of such forms received by the company, or written representations from the reporting persons as of the date of this Report, management believes that all Section 16(a) filing requirements applicable to directors, officers and 10% stockholders with respect to the fiscal year ended July 31, 2021 have been fulfilled with the following exceptions:

During the fiscal year ended July 31, 2021, Vince Boon filed one report late with respect to three transactions not reported on a timely basis.

Audit Committee Financial Expert

Murray Flanigan is an "audit committee financial expert" within the meaning of Item 401(h)(1) of Regulation S-K.

In general, an “audit committee financial expert” is an individual member of the audit committee who (a) understands generally accepted accounting principles and financial statements, (b) is able to assess the general application of such principles in connection with the accounting for estimates, reserves and accruals, (c) has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity of issues that can reasonably be expected to be raised by a company’s financial statements, (d) understands internal controls over financial reporting, and (e) understands audit committee functions.

In general, an "audit committee financial expert" is an individual member of the audit committee who (a) understands generally accepted accounting principles and financial statements, (b) is able to assess the general application of such principles in connection with the accounting for estimates, reserves and accruals, (c) has experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by our company's financial statements, (d) understands internal controls over financial reporting, and (e) understands audit committee functions.

We have determined that Mr.

1 unchanged sentence

Nomination of Directors

The Corporation does not have a formal process or committee for proposing new nominees for election to the Board or for stockholders to make such nominations.

The Corporation does not have a formal process or committee for proposing new nominees for election to the Board or for stockholders to make such nominations, and there has been no change in that regard since our last annual report on Form 10-K.

Management is in contact with individuals involved in the mineral exploration sector, and in the event that we require any new directors, such individuals will be brought to the attention of the Board.

11 unchanged sentences

Name and Principal Position

Year Ended July 31

Stock Awards (C$)

Option Awards (C$) (1)

Option Awards

Mossman, Chief Executive Officer

Vince Boon, Chief Financial Officer

Vince Boon, Chief

Financial Officer

(1) See Note 11 of the notes to our audited financial statements included in this Report for a description of the assumptions made in the valuation of option awards.

4 unchanged sentences

Option Awards

Number of Securities Underlying Unexercised Options

(#) Exercisable

Option Exercise Price

Option Expiration Date

Number of Shares That Have Not Vested

Market Value of Shares That Have Not Vested ($)

Option Expiration

1,338,500 (1)

September 22, 2025

April 18, 2023

August 21, 2024

Mossman surrendered 1,097,298 options for cancellation on July 31, 2020.

See Item 13, "Certain Relationships and Related Transactions, and Director Independence.”

(1) 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.

Employment Agreements

29 unchanged sentences

The following table sets out compensation for the year ended July 31, 2021 of those individuals who served as directors during that year but did not qualify as Named Executive Officers.

Fees Earned or Paid in Cash (C$)

Option Awards (C$) (1)

Fees Earned or Paid in

Option Awards

Murray Flanigan

$20,000 ( 1 )

$161,304 ( 2 )

Lawrence Lepard

See Note 10 of the notes to our audited financial statements included in this Report for a description of the assumptions made in the valuation of option awards.

Flanigan was elected a director on June 27, 2019.

Lepard was appointed a director on August 22, 2019.

$20,000 ( 1 )

(1) Represents directors' fees

Represents share-based payments related to options granted during the year ended July 31, 2020.

(2) Includes fees totaling $141,304 paid to a management services company owned by John Proust

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth the beneficial ownership of our common stock as of October 27, 2020 by (a) each person who serves as a director and/or is identified as a "Named Executive Officer" of Rise in Item 11, "Executive Compensation," above, and by all of our current directors and executive officers as a group, and (b) each person known by us to beneficially own more than 5.0% of any class of our voting securities.

A person is considered to beneficially own any shares over which such person, directly or indirectly, exercises sole or shared voting or investment power, or over which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants or otherwise.

A person or group of persons is considered to beneficially own any shares over which such person or group of persons, directly or indirectly, exercises sole or shared voting or investment power, or over which such person or group of persons has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants or otherwise.

Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our officers and directors is exercised solely by the beneficial owner thereof.

For the purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of our common stock that such person or group of persons has the right to acquire within 60 days.

For the purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named below, any shares that such person or group of persons has the right to acquire within 60 days of October 27, 2021 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

10 unchanged sentences

6,047,452 (2)(3)(4)(5)(6 ) (7)(8)

Southern Arc Minerals Inc.

Suite 650, 669 Howe Street

Vancouver, BC V6C 0B4

2,390,612 (8)

EMA GARP FUND, LLP

8 unchanged sentences

(1) Based on 26,770,298 shares of common stock issued and outstanding as of October 27, 2021.

Mossman, our Chief Executive Officer, President and a director, holds 202,829 shares of common stock, 65,714 warrants, 10,000 of which are exercisable into common stock at a price of C$1.30 per share until March 1, 2021, 35,741 of which are exercisable into common stock at a price of C$1.00 per share until July 3, 2022 and 20,000 of which are exercisable into common stock at a price of $1.00 per share until July 31, 2022, and 1,338,500 stock options, each of which is exercisable into common stock at a price of $0.90 per share until September 22, 2025.

Vince Boon, our Chief Financial Officer and Treasurer, holds 9,607 shares of common stock and 40,000 stock options, 30,000 of which are exercisable into common stock at a price of C$1.20 per share until April 18, 2023 and 10,000 of which are exercisable into common stock at a price of C$0.70 per share until August 21, 2024.

(2) Benjamin W.

Mossman, our Chief Executive Officer, President and a director, holds 202,829 shares of common stock, 55,714 warrants, 35,741 of which are exercisable into common stock at a price of C$1.00 per share until July 3, 2022 and 20,000 of which are exercisable into common stock at a price of $1.00 per share until July 31, 2022, and 1,338,500 stock options, each of which is exercisable into common stock at a price of $0.90 (C$1.20) per share until September 22, 2025.

(3) Vince Boon, our Chief Financial Officer and Treasurer, holds 40,000 stock options, 30,000 of which are exercisable into common stock at a price of C$1.20 per share until April 18, 2023 and 10,000 of which are exercisable into common stock at a price of C$0.70 per share until August 21, 2024.

(4) Murray Flanigan, a director, holds 40,000 stock options, each of which is exercisable into common stock at a price of C$0.70 per share until August 21, 2024.

Proust, a director, holds 583,878 shares of common stock, 345,000 stock options, 120,000 of which are exercisable into common stock at a price of C$1.20 per share until April 18, 2023, 150,000 of which are exercisable into common stock at a price of C$0.90 per share until November 29, 2023 and 75,000 of which are exercisable into common stock at a price of C$0.70 per share until August 21, 2024.

Proust is the Chairman and CEO and a director of Southern Arc Minerals Inc.

See note (8).

Proust, a director, beneficially owns 583,878 shares of common stock and holds 345,000 stock options, 120,000 of which are exercisable into common stock at a price of C$1.20 per share until April 18, 2023, 150,000 of which are exercisable into common stock at a price of C$1.20 per share until November 29, 2023 and 75,000 of which are exercisable into common stock at a price of C$0.70 per share until August 21, 2024..

(6) Thomas I.

Vehrs, a director, holds 85,000 stock options, 25,000 of which are exercisable into common stock at a price of C$1.20 per share until April 18, 2023, 20,000 of which are exercisable into common stock at a price of C$1.00 per share until November 29, 2023 and 40,000 of which are exercisable into common stock at a price of C$0.70 per share until August 21, 2024.

3 unchanged sentences

See note (8).

Southern Arc Minerals Inc.

holds 15,612 shares of common stock and 2,375,000 warrants, 2,000,000 of which are exercisable into common stock at a price of C$1.50 per share until April 18, 2021 and 375,000 of which are exercisable into common stock at a price of C$1.00 per share until November 5, 2020.

Proust, one of our directors, is also the Chairman and CEO and a director of Southern Arc Minerals Inc.

See note (5).

EMA GARP FUND, LLP holds 1,462,989 shares of common stock and 496,667 warrants, 130,000 of which are exercisable into common stock at a price of C$1.50 per share until April 18, 2021, 50,000 of which are exercisable into common stock at a price of C$1.00 per share until July 3, 2022, 250,000 of which are exercisable into common stock at a price of C$1.00 per share until August 19, 2022 and 66,667 of which are exercisable into common stock at a price of $1.00 per share until July 31, 2022.

(8) EMA GARP FUND, LLP holds 1,529,656 shares of common stock and 400,000 warrants, 50,000 of which are exercisable into common stock at a price of C$1.00 per share until July 3, 2022, 250,000 of which are exercisable into common stock at a price of C$1.00 per share until August 19, 2022 and 100,000 of which are exercisable into common stock at a price of $1.00 per share until July 31, 2022.

EMA GARP GP, LLC is the general partner of the EMA GARP FUND, LLP.

2 unchanged sentences

(9) Beneficially owned through Meridian Jerritt Canyon Corp., a wholly owned subsidiary of Yamana Gold Inc.

Includes 2,754,972 shares of common stock and 1,377,486 warrants, each of which is exercisable into common stock at a price of C$1.30 per share until March 1, 2021.

* Less than 1%.

9 unchanged sentences

securities to

remaining available for

future issuance

available for

Equity compensation plans approved by shareholders

14 unchanged sentences

In addition, Meridian will be permitted to nominate one individual to our Board of Directors and to appoint two members to our advisory committee.

The Agreement also granted Meridian an exclusive right of first offer and first refusal for a period of six months following the closing of the financing, in respect of any proposed transfer or sale by us of any interest, including a joint venture interest, in all or any part of the I-M Mine Project, on terms and conditions to be agreed upon by the parties.

The right of first offer has expired.

On July 31, 2020, Benjamin Mossman, President.

Chief Executive Officer and a director of the Company, voluntarily surrendered to the Company for cancellation 1,097,298 stock options (the “Cancelled Options”).

The Cancelled Options had exercise prices ranging from CDN$0.70 to CDN$2.40 per share as follows:

The Cancelled Options had exercise prices ranging from C$0.70 to C$2.40 per share as follows:

Optioned Shares

19 unchanged sentences

We have determined that Murray Flanigan, Lawrence Lepard, John Proust, and Thomas Vehrs meet this definition of independence.

Principal Accounting Fees and Services.

Principal Accountant Fees and Services.

The following table shows the fees billed by our company's auditor, Davidson & Company LLP Chartered Accountants, for the fiscal years ended July 31, 2021 and 2020, and a summary of the services provided under each category follows the table:

8 unchanged sentences

There were no fees billed by Davidson & Company for professional services rendered for other compliance purposes for the years ended July 31, 2021 and 2020.

Our Board of Directors has established pre-approval policies and procedures, pursuant to which the Board approved the foregoing audit and audit-related services provided by Davidson & Company in 2018 and 2017 consistent with the Board’s responsibility for engaging our company’s independent auditors.

The Board also considered whether the non-audit services rendered by our independent registered public accounting firm are compatible with an auditor maintaining independence.

The Board has determined that the rendering of such services is compatible with Davidson & Company maintaining its independence.

Our Board of Directors has established pre-approval policies and procedures, pursuant to which the Board approved the foregoing audit and audit-related services provided by Davidson & Company in fiscal years 2021 and 2020 consistent with the Board's responsibility for engaging our company's independent auditors.

Exhibits, Financial Statement Schedules.

8 unchanged sentences

(b) The following exhibits are being filed as part of this Report:

Number Exhibit Description

Exhibit Description

Articles of Incorporation, as amended through March 29, 2017 (1)

1 unchanged sentence

Certificate of Amendment dated September 18, 2020 (2)

3.4 Bylaws (2)

Description of Capital Stock (4)

2 unchanged sentences

April 16, 2018 Amendment to the Employment Agreement with Benjamin Mossman dated as of April 19, 2017 ( 5 )

10.4 Geological Consulting Services Agreement with Fred Tejada effective as of April 20, 2017 (1)

10.5 Consulting Services Agreement dated May 1, 2018 with Cale Thomas (3)

Form of Subscription Agreement with Meridian Jerritt Canyon Corp., a wholly-owned subsidiary of Yamana Gold Inc., dated October 16, 2018 ( 6 )

1 unchanged sentence

Proust & Associates Inc., as amended, dated December 13, 2018 ( 7 )

10.8 Convertible Debenture issued to Meridian Jerritt Canyon Corp., dated as of February 14, 2019 (6)

10.9 Guarantee of Convertible Debenture made by Rise Grass Valley Inc.

in favor of Meridian Jerritt Canyon Corp., dated as of February 14, 2019 (6)

10.10 Collateral Agreement in favor of Meridian Jerritt Canyon Corp., dated as of February 14, 2019 (6)

Loan Agreement between Rise Grass Valley Inc.

12 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS XBRL Instance File

101.SCH XBRL Taxonomy Schema Linkbase Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

XBRL Instance File

XBRL Taxonomy Schema Linkbase Document

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

_____________________

(1) Included as an exhibit to our registration statement on Form S-1 filed on September 5, 2017 and incorporated herein by reference.

(2) Included as an exhibit to our Form 10-K annual report filed on October 29, 2020 and incorporated herein by reference.

(3) Included as an exhibit to our registration statement on Form S-1 filed on February 19, 2008 and incorporated herein by reference.

(4) Included as an exhibit to our Form 10-K annual report filed on October 29, 2019 and incorporated herein by reference.

(5) Included as an exhibit to our registration statement on Form S-1 filed on May 29, 2018 and incorporated herein by reference.

(6) Included as an exhibit to post-effective Amendment No.

1 to our Form S-1 registration statement filed on November 26, 2018 and incorporated by reference.

1 to our Form S-1 registration statement filed on November 26, 2018 and incorporated herein by reference.

(7) Included as an exhibit to our Form S-1 registration statement filed on January 17, 2019 and incorporated herein by reference.

(6) Included as an exhibit to our Form S-1 registration statement filed on April 17, 2019 and incorporated herein by reference.

(8) Included as an exhibit to our Form S-1 registration statement filed on October 31, 2019 and incorporated herein by reference.

(9) Included as an exhibit to Amendment No.

1 to our Form 10-K annual report filed on October 30, 2008 and incorporated herein by reference.

(8) Included as an exhibit to our Form 10-K annual report filed on October 29, 2019 and incorporated herein by reference.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

3 unchanged sentences

Benjamin Mossman

Chief Executive Officer and Director

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

19 unchanged sentences

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 9A. Controls and Procedures