What changed in this filing

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Item 2. Management’s Discussion and Analysis

2021-12-15 compared with 2021-06-14 · 40 added, 45 removed, 95 unchanged (47% of the section changed)

1 unchanged sentence

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE.

FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE.

WORDS SUCH AS "PLANS", "INTENDS", "WILL", "HOPES", "SEEKS", "ANTICIPATES", "EXPECTS"

AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT.

WORDS SUCH AS "PLANS", "INTENDS", "WILL", "HOPES", "SEEKS", "ANTICIPATES", "EXPECTS" AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT.

SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO PRESENT AND FUTURE OPERATIONS, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS.

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In the past, we have held several other potential mineral properties in British Columbia, Canada, which have been written off based on the strength of the I-M Mine Project.

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 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.

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On March 29, 2017, we completed another merger with our wholly owned subsidiary, Rise Gold Corp., and formally assumed the subsidiary's name by filing Articles of Merger with the Nevada Secretary of State.

The subsidiary was incorporated

entirely for the purpose of effecting the name change and the merger did not affect our Articles of Incorporation or corporate structure in any other way.

The subsidiary was incorporated entirely for the purpose of effecting the name change and the merger did not affect our Articles of Incorporation or corporate structure in any other way.

We currently have one wholly owned subsidiary, Rise Grass Valley, Inc., which holds certain of our interests and assets located in the United States, and in particular, our interest in the I-M Mine Property.

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Business Development

Developments in our Company’s business during the July 31, 2020 fiscal year and the nine-month period ended April 30, 2021 include the following:

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 $0.50 (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 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 entitling the holder to acquire one share at a price of $0.80 (C$1.00) until August 19, 2022.

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

The Loan has a term of 4 years and an annual interest rate of 10% for the first two years increasing to 20% in year 3 and to 25% in year 4.

Interest will accrue and be paid along with the principal upon the maturity date.

The Lender received 1,150,000 bonus share purchase warrants as additional consideration for advancing the Loan.

The fair value of these warrants was calculated to be $444,942 which was netted against the loan payable balance along with $15,000 paid to the lender for a total of $459,942 in other issuance costs.

Each warrant entitles the holder to acquire one share of common stock at an exercise price of $0.80 (C$1.00) for a period of three years from the date of issuance.

The Loan may be repaid prior to the maturity date, in whole or in part, provided that all accrued interest is paid.

In addition, if total interest payments are less than $200,000, the difference will be paid to the Lender as prepayment compensation.

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.

On November 21, 2019, the Company submitted an application for a Use Permit to Nevada County to allow the re-opening of the Idaho-Maryland Gold Mine.

The Use Permit application proposes underground mining to recommence at an average throughput of 1,000 tons per day.

On March 17, 2020, the Company provided an update to the application where all technical reports for the Draft Environmental Impact Report have been completed and the timeline for approval is expected to range from 12 to 18 months.

On December 16, 2019, the Company completed a 1 for 10 reverse split of the Company’s authorized and issued shares of common stock with a par value of $0.001 per share.

All references to the Company’s shares issued and outstanding have been adjusted to reflect this change.

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 (each a “Unit”) at a price of $0.75 per Unit (C$1.02 per Unit), with each Unit comprising 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 $32,576 in finders fees and issued a total

of 43,435 finders warrants, where each finder’s warrant entitles the holder to acquire one Share at a price of $1.00 until July 31, 2022.

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.

Developments in our Company's business during the July 31, 2021 fiscal year and the three-month period ended October 31, 2021 include the following:

On September 18, 2020, the Company announced an increase of the Company's authorized capital from 40,000,000 shares of common stock with a par value of $0.001 per share to 400,000,000 shares of common stock with a par value of $0.001 per share.

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Plan of Operations

As at April 30, 2021, the Company had a cash balance of $1,534,934, compared to a cash balance of $3,378,826 as of July 31, 2020.

As at October 31, 2021, the Company had a cash balance of $397,100, compared to a cash balance of $773,279 as of July 31, 2021.

Our plan of operations for the next 12 months is to continue the Use Permit process in Nevada County California, to re-open the Idaho-Maryland gold mine at the I-M Mine Property.

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("Raney") to prepare the Environmental Impact Report ("EIR") and conduct contract planning services on behalf of the County for the proposed Idaho-Maryland Mine Project.

Raney began work immediately to review the technical studies submitted by Rise with the Use Permit application and is currently preparing the Draft Environmental Impact Report (“Draft EIR”).

Raney has been working since that time on review of the technical studies submitted by Rise with the Use Permit application and preparing the Draft Environmental Impact Report ("Draft EIR").

A general outline of remaining milestones in the process to approval of the permit is outlined as follows;

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4) County decision makers review the Final EIR, certify the environmental document and consider approval of the Use Permit and Reclamation Plan at a public hearing.

The Company’s estimate of the remaining timeline to approval is approximately late 2021.

The Company's estimate of the remaining timeline to approval is approximately mid 2022.

Ancillary construction and operational permits would follow as needed.

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Results of Operations

For the Periods Ended April 30, 2021 and 2020

The Company’s operating results for the periods ended April 30, 2021 and 2020 are summarized as follows:

For the Periods Ended October 31, 2021 and 2020

The Company's operating results for the periods ended October 31, 2021 and 2020 are summarized as follows:

FOR THE THREE MONTHS ENDED OCTOBER 31, 2021 2020

Accretion expense $ 28,963 $ 28,963

Consulting 129,513 57,464

Directors' fees 20,000 20,000

Filing and regulatory 6,530 18,277

Foreign exchange (gain) loss 6,900 (2,298 )

General and administrative 106,723 129,716

Geological, mineral, and prospect costs 54,524 189,360

Interest expense 32,123 28,969

Professional fees 123,700 169,616

Promotion and shareholder communication 7,363 47,546

Share-based compensation — 560,792

Salaries 33,750 36,399

Loss $ (550,089 ) $ (1,284,804 )

Gain on fair value adjustment on derivative liability 337,093 256,696

Other income 696 2,750

Net loss and comprehensive loss for the period $ (212,300 ) $ (1,025,358 )

Basic and diluted loss per common share $ (0.01 ) $ (0.04 )

Weighted average number of common shares outstanding (basic and diluted) 26,770,298 26,578,269

Liquidity and Capital Resources

Working Capital

At April 30, 2021

At October 31,

2021 At July 31,

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Working Capital $ 474,447 956,524 $ 3,267,744

For the nine-month period ended April 30, 2021

For the nine-month period ended April 30, 2020

For the three-month

October 31, 2021 For the three-month

October 31, 2020

Net Cash used in Operating Activities $ (376,179 ) $ (772,156 )

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Net Cash provided by Financing Activities $ — $ 248,198

Net Increase (decrease) in Cash During the Period

As of April 30, 2021, the Company had $1,534,934 in cash, $1,860,442 in current assets, $6,591,845 in total assets, $179,885 in current liabilities and $1,573,489 in non-current liabilities, a working capital of $1,680,558 and an accumulated deficit of $18,969,011.

During the nine-month period ended April 30, 2021, the Company used $2,092,090 (2020 - $2,202,248) in net cash on operating activities.

Net decrease in Cash During the Period $ (376,179 ) $ (523,958 )

As of October 31, 2021, the Company had $397,100 in cash, $763,409 in current assets, $5,482,013 in total assets, $288,962 in current liabilities and $1,142,346 in non-current liabilities, a working capital of $474,447 and an accumulated deficit of $19,756,777.

During the three-month period ended October 31, 2021, the Company used $376,179 (2020 - $772,156) in net cash on operating activities.

The difference in net cash used in operating activities during the two periods was largely due to the lower net loss for the most recent period as a result of the revaluation adjustment of the derivative liability.

The Company had no investing activities during the nine-month periods ending April 30, 2021 (April 30, 2020 - $Nil).

The Company received net cash of $248,198 (2020 - $3,013,896) from financing activities during the nine-month period ended April 30, 2021.

The Company had no investing activities during the three-month periods ending October 31, 2021 (October 31, 2020 - $Nil).

The Company received net cash of $Nil (2020 - $248,198) from financing activities during the three-month period ended October 31, 2021.

The Company expects to operate at a loss for at least the next 12 months.

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There are no assurances that the Company will be able to complete further sales of its common stock or any other form of additional financing.

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

If the Company is unable to achieve the financing necessary to continue its plan of operations, then it will not be able to carry out any exploration work on the Idaho-Maryland Property or the other properties in which it owns an interest and its business may fail.

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

On March 11, 2020, the novel coronavirus outbreak ("COVID-19") was declared a pandemic by the World Health Organization.

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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 2. Management’s Discussion and Analysis