What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-03-16 compared with 2021-12-15 · 66 added, 36 removed, 99 unchanged (51% of the section changed)

16 unchanged sentences

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 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 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.

15 unchanged sentences

Business Development

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.

Developments in our Company's business during the July 31, 2021 fiscal year and the six-month period ended January 31, 2022 include the following:

On January 31, 2022, the Company completed a non-brokered private placement for gross proceeds totalling of $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 common 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.

On January 4, 2022, the Company announced that the Nevada County government released the DEIR (as defined below) for the Idaho-Maryland Mine Project.

The report's release represents a major milestone toward the approval of the Company's Use Permit application to reopen the historic past-producing Idaho-Maryland Gold Mine.

On September 18, 2020, the Company announced an increase of the Company's authorized share 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.

On September 22, 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 of one share of common stock and one-half of one share purchase warrant.

3 unchanged sentences

Plan of Operations

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.

The Company submitted the application for a Use Permit to Nevada County on November 21st 2019.

On April 28th, 2020, with a vote of 5-0, the Nevada County ("County") Board of Supervisors approved the contract for Raney Planning & Management Inc.

("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 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").

As at January 31, 2022, the Company had a cash balance of $1,927,697, compared to a cash balance of $773,279 as of July 31, 2021.

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

The Company submitted the application for a Use Permit to Nevada County on November 21, 2019.

On April 28, 2020, with a vote of 5-0, the Nevada County ("County") Board of Supervisors approved the contract for Raney Planning & Management Inc.

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

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 or DEIR").

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

1) County planning staff and Raney prepare a Draft EIR

1) County planning staff and Raney prepare a Draft EIR (Completed on January 4, 2020);

2) Draft EIR is published for public comment;

1 unchanged sentence

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 mid 2022.

Ancillary construction and operational permits would follow as needed.

On January 4, 2022, the Company announced that the Nevada County government released the Draft Environmental Impact Report for the Idaho-Maryland Mine Project.

The report's release represents a major milestone toward the approval of the Company's Use Permit application to reopen the historic past-producing Idaho-Maryland Gold Mine.

Project Design

12 unchanged sentences

Our exploration and development activities will be subject to extensive federal, state and local laws, regulations and permits governing protection of the environment.

Among other things, its operations must comply with the provisions of the Federal Mine Safety and Health Act of 1977 as administered by the United States Department of Labor.

Among other things, our operations must comply with the provisions of the Federal Mine Safety and Health Act of 1977 as administered by the United States Department of Labor.

Our plan is to conduct our operations in a way that safeguards public health and the environment.

We believe that our operations comply with applicable environmental laws and regulations in all material respects.

The costs associated with implementing and complying with environmental requirements can be substantial and possible future legislation and regulations could cause us to incur additional operating expenses, capital expenditures, restrictions and delays in developing or conducting operations on its properties, including the I-M Mine Property, the extent of which cannot be predicted with any certainty.

The costs associated with implementing and complying with environmental requirements can be substantial and possible future legislation and regulations could cause us to incur additional operating expenses, capital expenditures, restrictions and delays in developing or conducting operations on our properties, including the I-M Mine Property, the extent of which cannot be predicted with any certainty.

Results of Operations

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

For the Periods Ended January 31, 2022 and 2021

The Company's operating results for the periods ended January 31, 2022 and 2021 are summarized as follows:

ended January

Accretion expense

Consulting 129,513 57,464

Directors' fees

7 unchanged sentences

Share-based compensation

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 )

Gain (loss) on fair value adjustment on derivative liability

Gain on settlement of equipment loan

Net income (loss) for the period

Cumulative translation adjustment

Net income (loss) and comprehensive loss for the period

Basic and diluted loss per common share

2 unchanged sentences

Working Capital

At October 31,

2021 At July 31,

Current Assets

1 unchanged sentence

Working Capital

For the three-month

October 31, 2021 For the three-month

October 31, 2020

For the six-month

January 31, 2022

For the six-month

January 31, 2021

Net Cash used in Operating Activities

1 unchanged sentence

Net Cash provided by Financing 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 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.

Net increase (decrease) in Cash During the Period

As of January 31, 2022, the Company had $1,927,697 in cash, $2,301,287 in current assets, $7,013,824 in total assets, $119,715 in current liabilities and $1,534,855 in non-current liabilities, a working capital of $2,181,572 and an accumulated deficit of $20,841,226.

During the six-month period ended January 31, 2022, the Company used $1,238,580 (2021 - $1,514,256) in net cash on operating activities.

The difference in net cash used in operating activities during the two periods was largely due to a revaluation adjustment of the derivative liability during the prior period which was lower in 2022.

The Company had no investing activities during the six-month periods ending January 31, 2022 (January 31, 2021 - $Nil).

The Company received net cash of $2,392,998 (2021 - $248,198) from financing activities related to the private placement during the six-month period ended January 31, 2022.

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

3 unchanged sentences

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.

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

Other risks factors

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

8 unchanged sentences

We continue to follow government health protocols including our continued "work from home" protocol for personnel whose attendance at the office or work sites is not critical.

Our business, financial condition and results of operations may be negatively affected by economic and other consequences from Russia’s military action against Ukraine and the sanctions imposed in response to that action.

In late February 2022, Russia launched a large scale military attack on Ukraine.

The invasion significantly amplified already existing geopolitical tensions among Russia, Ukraine, Europe, NATO and the West, including Canada.

In response to the military action by Russia, various countries, including Canada, the United States, the United Kingdom and European Union issued broad-ranging economic sanctions against Russia.

Such sanctions included, among other things, a prohibition on doing business with certain Russian companies, large financial institutions, officials and oligarchs;

a commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications, or SWIFT, the electronic banking network that connects banks globally;

a ban of oil imports from Russia to the United States;

and restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions.

Additional sanctions may be imposed in the future.

Such sanctions (and any future sanctions) and other actions against Russia may adversely impact, among other things, the Russian economy and various sectors of the economy, including but not limited to, financials, energy, metals and mining, engineering and defense and defense-related materials sectors;

result in a decline in the value and liquidity of Russian securities;

result in boycotts, tariffs, and purchasing and financing restrictions on Russia’s government, companies and certain individuals;

weaken the value of the ruble;

downgrade the country’s credit rating;

freeze Russian securities and/or funds invested in prohibited assets and impair the ability to trade in Russian securities and/or other assets;

and have other adverse consequences on the Russian government, economy, companies and region.

Further, several large corporations and U.S.

states have announced plans to divest interests or otherwise curtail business dealings with certain Russian businesses.

The ramifications of the hostilities and sanctions may not be limited to Russia, Ukraine and Russian and Ukrainian companies and may spill over to and negatively impact other regional and global economic markets (including Europe, Canada and the United States), companies in other countries (particularly those that have done business with Russia and Ukraine) and on various sectors, industries and markets for securities and commodities globally, such as oil and natural gas.

Accordingly, the actions discussed above and the potential for a wider conflict could increase financial market volatility and cause severe negative effects on regional and global economic markets, industries, and companies.

In addition, Russia may take retaliatory actions and other countermeasures, including cyberattacks and espionage against other countries and companies around the world, which may negatively impact such countries and companies.

The extent and duration of the military action or future escalation of such hostilities, the extent and impact of existing and future sanctions, market disruptions and volatility, and the result of any diplomatic negotiations cannot be predicted.

While we expect any direct impacts to our business to be limited, the indirect impacts on the economy and on the mining industry and other industries in general could negatively affect our business and may make it more difficult for us to raise equity or debt financing.

In addition, the impact of other current macro-economic factors on our business, which may be exacerbated by the war in Ukraine – including inflation, supply chain constraints and geopolitical events – is uncertain.

Off Balance Sheet Arrangements

3 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 2. Management’s Discussion and Analysis