What changed in this filing

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Item 1. Financial Statements

2022-03-16 compared with 2021-12-15 · 88 added, 72 removed, 294 unchanged (35% of the section changed)

6 unchanged sentences

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

PERIOD ENDED OCTOBER 31, 2021

PERIOD ENDED JANUARY 31, 2022

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS:

8 unchanged sentences

(Expressed in United States Dollars)

October 31, 2021

January 31, 2022

July 31, 2021

24 unchanged sentences

(Expressed in United States Dollars)

FOR THE THREE MONTHS ENDED OCTOBER 31,

Accretion expense (Note 8)

ended January

Accretion expense

Directors' fees

7 unchanged sentences

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

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

Net income (loss) and comprehenisve loss for the period

Basic and diluted income (loss) per common share

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

4 unchanged sentences

(Expressed in United States Dollars)

FOR THE THREE MONTHS ENDED OCTOBER 31,

FOR THE SIX MONTHS ENDED JANUARY 31,

CASH FLOWS FROM OPERATING ACTIVITIES

11 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES

Private placement, net of issuance cost

Private placement, net of issuance cost (Note 10)

Net cash provided by financing activities

9 unchanged sentences

Capital Stock

Additional Paid-in

Additional Paid-

Balance as at July 31, 2020

3 unchanged sentences

Balance as at October 31, 2020

Income for the period

Balance as at January 31, 2021

Balance as at July 31, 2021

1 unchanged sentence

Balance as at October 31, 2021

Shares issued for cash, net of issuance cost

Loss for the period

Balance as at January 31, 2022

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 THREE-MONTH PERIOD ENDED OCTOBER 31, 2021

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2022

(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 affect 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 effect 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 $ 212,300 for the three-month period ended October 31, 2021 and has accumulated a deficit of $ 19,756,777 .

The Company has incurred a loss of $ 1,296,749 for the six-month period ended January 31, 2022 and has accumulated a deficit of $ 20,841,226 .

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

However, the Company has been able to obtain such financings in the past and recently closed a financing for net proceeds of $ 2,392,998 on January 31, 2022.

As such, management believes there are sufficient funds to fund operations for the next twelve months.

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 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.

As at January 31, 2022, the Company had working capital of $ 2,181,572 (July 31, 2021 - $ 956,524 ).

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

The operating results for the six months ended January 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ended July 31, 2022.

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2021

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2022

(Expressed in United States Dollars)

10 unchanged sentences

The preparation of these financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

Significant areas requiring the use of estimates include the carrying value and recoverability of mineral properties and the recognition of deferred tax assets based on the change in unrecognized deductible temporary tax differences.

Significant areas requiring the use of estimates include the carrying value and recoverability of mineral properties, fair value estimates for derivatives, assumptions supporting share-based compensation, fair value of share purchase warrants and the recognition of deferred tax assets based on the change in unrecognized deductible temporary tax differences.

Actual results could differ from those estimates and would impact future results of operations and cash flows.

PREPAID EXPENSES

October 31, 2021

January 31, 2022

July 31, 2021

2 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2021

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2022

(Expressed in United States Dollars)

2 unchanged sentences

Idaho-Maryland,

July 31, 2021 and October 31, 2021

July 31, 2021 and January 31, 2022

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 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 at January 31, 2022, the Company holds title to the Idaho-Maryland Gold Mine Property.

As of January 31, 2022, 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.

8 unchanged sentences

the commission was settled on January 25, 2017 through the issuance of 92,000 units valued at C$ 2.00 per unit.

Each unit consists of one share of common stock and one transferable share purchase warrant exercisable into one share of common stock at a price of C$ 4.00 for a period of two years from the date of issuance.

Each unit consisted of one share of common stock and one transferable share purchase warrant exercisable into one share of common stock at a price of C$ 4.00 for a period of two years from the date of issuance.

On January 24, 2019, these warrants expired unexercised.

3 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2021

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2022

(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 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

As at January 31, 2022, the Company has incurred cumulative exploration expenditures of $ 7,428,221 on the Idaho-Maryland Gold Mine property as follows:

Six months ended

January 31, 2022

July 31, 2021

6 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2021

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2022

(Expressed in United States Dollars)

2 unchanged sentences

At July 31, 2021

At October 31, 2021

At January 31, 2022

Accumulated depreciation

1 unchanged sentence

At July 31, 2021

At October 31, 2021

At January 31, 2022

Total carrying value, July 31, 2021

Total carrying value, October 31, 2021

Total carrying value, January 31, 2022

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

9 unchanged sentences

b) Director fees of $ 40,000 (2021 - $ 40,000 ) 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.

c) During the period ended January 31, 2022, the Company paid $ 71,338 (2021 - $ 68,992 ) in professional and consulting fees to a company controlled by a director of the Company.

d) Share-based compensation of $ Nil (2021 - $ 560,792 ) for options granted during the period ended January 31, 2022.

e) As at January 31, 2022 and July 31, 2021, $ 28,308 and $ 82,332 were owed to related parties, respectively.

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2021

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2022

(Expressed in United States Dollars)

14 unchanged sentences

Accretion expense

Balance, October 31, 2021

Balance, January 31, 2022

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2021

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2022

(Expressed in United States Dollars)

12 unchanged sentences

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

Balance, January 31, 2022

For the six-month period ended January 31, 2022, the Company recorded a total gain on fair value of derivative liability of $ 64,672 during the period (January 31, 2021 -$ 1,333,140 ).

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants as at January 31, 2022 and July 31, 2021:

January 31, 2022

July 31, 2021

10 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2021

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2022

(Expressed in United States Dollars)

1 unchanged sentence

Private Placements

On January 31, 2022, the Company completed a non-brokered private placement for gross proceeds totalling $ 2,407,000 through the issuance of 6,017,500 units at a price of $ 0.40 per Unit, where each Unit consists of one share of common stock and one share purchase warrant.

Each whole warrant entitles the holder to acquire one additional common share at an exercise price of $ 0.60 until January 28, 2024 .

Certain directors of the Company purchased an aggregate of 2,075,000 Units of this private placement for gross proceeds of $ 830,000 .

The Company has paid associated legal fees of $ 14,002 in connection with this financing.

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.

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

Stock Options

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.

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 October 31, 2021:

Weighted Average Exercise

The following incentive stock options were outstanding and exercisable as at January 31, 2022:

March 17, 2023

3 unchanged sentences

September 22, 2025

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

As at January 31, 2022, the aggregate intrinsic value of the Company's stock options is $ 3,750 (July 31, 2021 - $ 1,313 ).

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2022

(Expressed in United States Dollars)

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

Stock Options (continued)

Stock option transactions are summarized as follows:

Number of Options

Weighted Average

4 unchanged sentences

Balance outstanding and exercisable, July 31, 2021

Balance outstanding and exercisable, October 31, 2021

Balance outstanding and exercisable, January 31, 2022

Subsequent to the period ended January 31, 2022, the Company granted a total of 805,000 stock options to employees, officers and directors of the Company.

The stock options are exercisable at a price of $ 0.65 per share until February 7, 2027.

The following warrants were outstanding at January 31, 2022:

August 19, 2022

September 3, 2022

July 31, 2022

September 21, 2022

January 28, 2024

During the period ended January 31, 2022, a total of 488,438 warrants with an exercise price of C$ 1.20 expired unexercised.

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2021

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2022

(Expressed in United States Dollars)

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

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.

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

August 19, 2022

September 3, 2022

July 31, 2022

September 21, 2022

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

Warrants (continued)

Warrant transactions are summarized as follows:

9 unchanged sentences

Balance, July 31, 2021

Warrants issued

Warrants expired

Balance, October 31, 2021

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2021

(Expressed in United States Dollars)

Balance, January 31, 2022

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

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 October 31, 2020:

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

During the six-month periods ended January 31, 2022 and 2021, the Company had the following non-cash financing and investing activities:

For the period ended January 31, 2022:

a) The Company recorded $ 57,926 of accretion and $ 123,248 of interest expense as part of the outstanding balance of loan payable.

For the period ended January 31, 2021:

b) Company recorded $ 57,926 of accretion and $ 58,702 of interest expense as part of the outstanding balance of loan payable.

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