What changed in this filing

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Item 1. Financial Statements

2021-12-15 compared with 2021-06-14 · 155 added, 108 removed, 211 unchanged (55% of the section changed)

6 unchanged sentences

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

PERIOD ENDED APRIL 30, 2021

PERIOD ENDED OCTOBER 31, 2021

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS:

8 unchanged sentences

(Expressed in United States Dollars)

October 31, 2021

July 31, 2021

Prepaid expenses (Note 3)

Total current assets

Mineral property interests (Note 4)

Equipment (Note 5)

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued liabilities

Payable to related parties (Note 7)

Total current liabilities

Loan payable (Note 8)

Derivative liability (Note 9)

Total liabilities

Stockholders' equity

Capital stock, $ 0.001 par value, 400,000,000 shares authorized (July 31, 2021 - 400,000,000 ) ;

26,770,298 (July 31, 2021 - 26,770,298 shares issued and outstanding (Note 10)

Additional paid-in capital (Note 10)

Cumulative translation adjustment

Total stockholders' equity

Total liabilities and stockholders' equity

Nature and continuance of operations (Note 1)

5 unchanged sentences

(Expressed in United States Dollars)

FOR THE THREE MONTHS ENDED OCTOBER 31,

Accretion expense (Note 8)

Directors' fees

Filing and regulatory

Foreign exchange (gain) loss

General and administrative

Geological, mineral, and prospect costs (Note 4)

Interest expense (Note 8)

Professional fees

Promotion and shareholder communication

Share-based compensation (Note 10)

Gain on fair value adjustment on derivative liability (Note 9)

Net loss and comprehensive loss for the period

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 condensed consolidated interim financial statements.

3 unchanged sentences

(Expressed in United States Dollars)

Supplemental cash flow information (Note 11)

FOR THE THREE MONTHS ENDED OCTOBER 31,

CASH FLOWS FROM OPERATING ACTIVITIES

Loss for the period

Items not involving cash

Interest expense

Share-based payment

Accretion expense

Gain on fair value adjustment on derivative liability

Non-cash working capital item changes:

Prepaid expenses

Accounts payable and accrued liabilities

Related party payables

Net cash used in operating activities

CASH FLOWS FROM FINANCING ACTIVITIES

Private placement, net of issuance cost

Net cash provided by financing activities

Change in cash for the period

Cash, beginning of period

Cash, end of period

Supplemental disclosure with respect to cash flows (Note 11)

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

3 unchanged sentences

(Expressed in United States Dollars)

Capital Stock

Additional Paid-in

Balance as at July 31, 2020

Shares issued for cash, net of issuance cost

Share-based compensation

Loss for the period

Balance as at October 31, 2020

Balance as at July 31, 2021

Loss for the period

Balance as at October 31, 2021

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

2 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2021

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2021

(Expressed in United States Dollars)

3 unchanged sentences

in the State of Nevada on February 9, 2007 and is in the exploration stage.

On April 11, 2012, the Company merged its wholly-owned subsidiary, Patriot Minefinders Inc., a Nevada corporation, in and to the Company to effect a name change to Patriot Minefinders Inc.

On April 11, 2012, the Company merged its wholly-owned subsidiary, Patriot Minefinders Inc., a Nevada corporation, in and to the Company to affect a name change to Patriot Minefinders Inc.

On January 14, 2015, the Company completed a name change to Rise Resources Inc.

6 unchanged sentences

The accompanying condensed consolidated interim financial statements have been prepared on the going concern basis, which presumes that the Company will continue operations for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of business.

The Company has incurred a loss of $1,028,412 for the nine-month period ended April 30, 2021 and has accumulated a deficit of $18,969,011.

The Company has incurred a loss of $ 212,300 for the three-month period ended October 31, 2021 and has accumulated a deficit of $ 19,756,777 .

The ability of the Company to continue as a going concern is dependent on the Company's ability to maintain continued support from its shareholders and creditors and to raise additional capital and implement its business plan.

There is no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company.

However, management believes that the Company has sufficient working capital to meet its projected minimum financial obligations for the next fiscal year.

However, the Company has been able to obtain such financings in the past.

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

At April 30, 2021, the Company had working capital of $1,680,557 (July 31, 2020 - $3,267,744).

At October 31, 2021, the Company had working capital of $ 474,447 (July 31, 2021 - $ 956,524 ).

As such, these material uncertainties cast a substantial doubt regarding the Company's ability to continue as a going concern.

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

8 unchanged sentences

Certain information and footnote disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such SEC rules and regulations.

The operating results for the nine months ended April 30, 2021 are not necessarily indicative of the results that may be expected for the year ended July 31, 2021.

The operating results for the three months ended October 31, 2021 are not necessarily indicative of the results that may be expected for the year ended July 31, 2022.

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2021

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2021

(Expressed in United States Dollars)

8 unchanged sentences

Intercompany transactions, balances and unrealized gains or losses on transactions are eliminated upon consolidation.

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 dollars 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.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2021

(Expressed in United States Dollars)

BASIS OF PREPARATION (continued)

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

The Company’s derivatives are subsequently re-measured at their fair value at each balance sheet date with changes in fair value recognized in profit or loss.

As the exercise price of the Company’s warrants are in Canadian Dollars, and the functional currency of the Company is the United States Dollar, these warrants are considered a derivative as a variable amount of cash in the Company’s functional currency will be received upon exercise.

Use of Estimates

3 unchanged sentences

PREPAID EXPENSES

October 31, 2021

July 31, 2021

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2021

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2021

(Expressed in United States Dollars)

1 unchanged sentence

The Company's mineral properties balance consists of:

Idaho-Maryland, California

July 31, 2020 and April 30, 2021

Idaho-Maryland,

July 31, 2021 and October 31, 2021

Title to mineral properties

2 unchanged sentences

The Company received a title opinion on the mineral rights of the Idaho-Maryland Mine property which concludes that ownership belongs to Rise Grass Valley Inc.

As at April 30, 2021, the Company holds title to the Idaho-Maryland Gold Mine Property.

As of April 30, 2021, based on management’s review of the carrying value of mineral rights, management determined that there is no evidence that the cost of these acquired mineral rights will not be fully recovered and accordingly, the Company determined that no adjustment to the carrying value of mineral rights was required.

As at October 31, 2021, the Company holds title to the Idaho-Maryland Gold Mine Property.

As of October 31, 2021, based on management's review of the carrying value of mineral rights, management determined that there is no evidence that the cost of these acquired mineral rights will not be fully recovered and accordingly, the Company determined that no adjustment to the carrying value of mineral rights was required.

As of the date of these consolidated financial statements, the Company has not established any proven or probable reserves on its mineral properties and has incurred only acquisition and exploration costs.

14 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2021

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2021

(Expressed in United States Dollars)

8 unchanged sentences

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

As at April 30, 2021, the Company has incurred cumulative exploration expenditures of $6,983,523 on the Idaho-Maryland Gold Mine property as follows:

Nine months ended

April 30, 2021

As at October 31, 2021, the Company has incurred cumulative exploration expenditures of $ 7,224,186 on the Idaho-Maryland Gold Mine property as follows:

Three months ended

October 31, 2021

July 31, 2021

6 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2021

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2021

(Expressed in United States Dollars)

Drilling equipment

At July 31, 2020

At July 31, 2021

At October 31, 2021

Accumulated depreciation

At July 31, 2020

At July 31, 2021

At October 31, 2021

Total carrying value, July 31, 2021

Total carrying value, October 31, 2021

During the year ended July 31, 2014, the Company entered into a binding letter of intent ("LOI") with Wundr Software Inc.

8 unchanged sentences

a) Salaries of $ 33,750 (2020 - $ 33,750 ) to the CEO of the Company.

b) Directors fees of $60,000 (2020 - $64,167) to directors of the Company.

c) During the period ended April 30, 2021, the Company paid $104,740 (2020 - $100,799) in professional and consulting 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 nine-month period ended April 30, 2021.

e) As at April 30, 2021 and July 31, 2020, $20,000 and $79,479 were owed to related parties, respectively.

b) Director fees of $ 20,000 (2020 - $ 20,000 ) to directors of the Company.

c) During the period ended October 31, 2021, the Company paid $ 35,797 (2020 - $ 34,035 ) in professional and consulting fees to a company controlled by a director of the Company.

d) Share-based compensation of $ Nil (2020 - $ 560,792 ) for options granted during the period ended October 31, 2021.

e) As at October 31, 2021 and July 31, 2021, $ 20,000 and $ 34,010 were owed to related parties, respectively.

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2021

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2021

(Expressed in United States Dollars)

8 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, 2020

Interest expense

Accretion expense

Balance, July 31, 2021

Interest expense

Accretion expense

Balance, October 31, 2021

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2021

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2021

(Expressed in United States Dollars)

4 unchanged sentences

The following table shows a continuity of the Company's derivative liability:

For the nine-month period ended April 30, 2021, the Company recorded a total gain on fair value of derivative liability of $1,560,945 during the period (April 30, 2020 – loss of $1,314,564).

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants as at April 30, 2021 and July 31, 2020:

April 30, 2021

Warrant derivative

Number of warrants

accounted for as

derivative liability

Balance, July 31, 2020

Fair value adjustment

Balance, July 31, 2021

Fair value adjustment

Balance, October 31, 2021

For the three-month period ended October 31, 2021, the Company recorded a total gain on fair value of derivative liability of $ 337,093 during the period (October 31, 2020 -$ 256,696 ).

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

October 31, 2021

July 31, 2021

10 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2021

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2021

(Expressed in United States Dollars)

1 unchanged sentence

Private Placements

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 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 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:

Risk-free interest rate – 1.52%;

expected volatility – 115.42%;

share price of C$0.86 and strike price – C$1.02;

expected life of warrants – 2 years.

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.

1 unchanged sentence

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

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2021

(Expressed in United States Dollars)

CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL (continued)

Stock Options

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.

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

1 unchanged sentence

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

The following incentive stock options were outstanding and exercisable as at April 30, 2021:

The following incentive stock options were outstanding and exercisable as at October 31, 2021:

Weighted Average Exercise

4 unchanged sentences

September 22, 2025

As at April 30, 2021, the aggregate intrinsic value of the Company’s stock options is $13,500 (July 31, 2020 – $73,400).

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

Stock option transactions are summarized as follows:

Share-Based Payments

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.

Number of Options

Weighted Average

Exercise Price ($C)

Balance outstanding and exercisable, July 31, 2020

Options granted

Options expired

Balance outstanding and exercisable, July 31, 2021

Balance outstanding and exercisable, October 31, 2021

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2021

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2021

(Expressed in United States Dollars)

CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL (continued)

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of stock options issued during the period ended April 30, 2021 and year ended July 31, 2020:

April 30, 2021

July 31, 2020

Risk-free interest rate

Expected life of options

Expected annualized volatility

117.21% - 123.27%

Forfeiture rate

The following warrants were outstanding at April 30, 2021:

August 31, 2021

September 17, 2021

Share-Based Payments

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.

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

August 19, 2022

2 unchanged sentences

September 21, 2022

During the period ended April 30, 2021, a total of 5,787,286 warrants with an exercise price of C$1.30 expired unexercised.

During the period ended October 31, 2021, a total of 488,438 warrants with an exercise price of C$ 1.20 expired unexercised.

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

Warrants expired

Balance, October 31, 2021

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2021

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2021

(Expressed in United States Dollars)

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

During the nine-month periods ended April 30, 2021 and 2020, the Company had the following non-cash financing and investing activities:

For the period ended April 30, 2021:

During the three-month periods ended October 31, 2021 and 2020, the Company had the following non-cash financing and investing activities:

For the period ended October 31, 2021:

a) The Company accrued $ 32,123 of interest expense as part of the outstanding balance of loan payable.

For the period ended April 30, 2020:

For the period ended October 31, 2020:

b) Company accrued $ 28,969 of interest expense as part of the outstanding balance of loan payable.

c) The Company issued a total of 11,196 finder’s warrants entitling the holder to acquire one share at a price of

$1.00 until August 19, 2022 with a fair value of $4,990.

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 and strike price - C$1.00;

expected life of warrants – 3 years.

SEGMENTED INFORMATION

5 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-Q

Item 1. Financial Statements