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Item 1. Business

2022-10-31 compared with 2021-10-29 · 17 added, 64 removed, 34 unchanged (70% of the section changed)

DESCRIPTION OF BUSINESS

General Corporate Information

Our Company was incorporated on February 9, 2007 as Atlantic Resources Inc.

in the state of Nevada pursuant to the Nevada Revised Statutes.

On April 11, 2012, we changed our name to Patriot Minefinders Inc.

On January 14, 2015, we changed our name to Rise Resources Inc.

On March 29, 2017, we changed our name to Rise Gold Corp.

On January 14, 2015, we completed a merger with our wholly owned subsidiary, Rise Resources Inc., 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.

On January 22, 2015, we completed a 1 for 80 reverse split of our common stock and effected a corresponding decrease in our authorized capital by filing a Certificate of Change with the Nevada Secretary of State.

As a result of the reverse split, our authorized capital decreased from 1,680,000,000 shares to 21,000,000 and our issued and outstanding common stock decreased from 63,400,000 shares to 792,518, with each fractional share being rounded up to the nearest whole share.

Both the name change and reverse split became effective in the market at the open of business on February 9, 2015.

On April 9, 2015, we increased our authorized capital from 21,000,000 to 400,000,000 shares of common stock.

On December 16, 2019, as a result of a 1 for 10 reverse split, authorized capital was reduced to 40,000,000.

On September 18, 2020, the shareholders approved an increase to authorize capital to 400,000,000 shares.

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.

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 Idaho-Maryland Gold Mine property near Grass Valley, California (the "I-M Mine Property").

Rise Grass Valley, Inc.

was incorporated in the state of Nevada pursuant to the Nevada Revised Statutes.

We are a mineral exploration company that was incorporated in the state of Nevada in 2007.

Our primary asset is our interest in the Idaho-Maryland Gold Mine property (the "I-M Mine Property"), which is a major past producing high-grade property near Grass Valley, California, United States, which we own outright through our wholly owned Nevada subsidiary, Rise Grass Valley, Inc.

Our common stock is currently listed in Canada on the Canadian Securities Exchange (the "CSE") under the symbol "RISE".

2 unchanged sentences

We are an SEC reporting company by virtue of our class of common stock being registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Description of Business

We are a mineral exploration company and our primary asset is a major past producing high-grade I-M Mine Property near Grass Valley, California, United States, which we own outright.

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.

Business Development

Developments in our Company's business during the July 31, 2022 fiscal year covered by this report include the following:

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 with a value of $4,990 entitling the holder to acquire one share at a price of $0.80 (C$1.00) until August 19, 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 - 123.27%;

share price of C$0.85 and strike price - C$1.00;

expected life of warrants - 3 years.

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 $40,414 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.

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.

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 of one share of common stock 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 September 21, 2022.

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

The stock options are exercisable at a price of $0.90 (C$1.20) per share with an expiry date of September 22, 2025.

As of July 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.

On February 7, 2022, the Company granted a total of 805,000 stock options to employees, officers, directors, and consultants of the Company, exercisable at a price of $0.65 (C$0.82) per share with an expiry date of February 7, 2027.

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 common share of common stock and one share purchase warrant.

Each 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.

Plan of Operations

As at July 31, 2022, we had a cash balance of $471,918, 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.

Our plan of operations for the next 12 months is to complete the Use Permit process in Nevada County California.

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

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, 2022);

2) Draft EIR is published for public comment;

(Completed on April 4, 2022)

3) Raney publishes a Final EIR which includes responses to public comments on the Draft EIR;

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 early 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.

The public comment period ended on April 4, 2022 and the preparation of the Final EIR is currently in progress.

Project Design

18 unchanged sentences

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.

Not required.

Unresolved Staff Comments

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 1. Business