What changed in this filing

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Item 9A. Controls and Procedures

2022-10-31 compared with 2021-10-29 · 52 added, 65 removed, 334 unchanged (26% of the section changed)

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Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

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Chief Financial Officer, Treasurer

Murray Flanigan

Lawrence Lepard

Directors serve as such until our next annual stockholder meeting, or until their successors are elected and qualified.

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See "Involvement in Certain Legal Proceedings" below.

Vince Boon, Chief Financial Officer, Treasurer

Vince Boon was appointed as our Chief Financial Officer on May 1, 2018 and Treasurer on May 16, 2018.

Boon, Chief Financial Officer, Treasurer

Boon was appointed as our Chief Financial Officer on May 1, 2018 and Treasurer on May 16, 2018.

Boon is a Chartered Professional Accountant with over ten years of professional accounting experience with private and public companies focusing on financial reporting, regulatory compliance, internal control and corporate finance activities.

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listed companies with international subsidiaries, strategic planning, tax planning, corporate governance, equity financings and due diligence for acquisitions.

Boon is currently the CFO/Corporate Secretary of Japan Gold Corp., and the CFO of Southern Arc Minerals Inc., Canada Energy Partners Inc.

and Lincoln Ventures Ltd.

Boon is currently the CFO of Japan Gold Corp., the CFO of Southern Arc Minerals Inc., and the CFO and director of Lincoln Ventures Ltd.

Boon holds a Bachelor of Science degree from the University of British Columbia and is a Chartered Professional Accountant, CPA, CA.

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Proust has served on several boards and held senior operating positions and has directed and advised public and private companies regarding debt and equity financing, mergers and acquisitions and corporate restructuring since 1986.

Proust is currently Chairman and CEO of Southern Arc Minerals Inc., which is one of our major stockholders;

Chairman and CEO of Japan Gold Corp.;

Chairman and a director of Canada Energy Partners Inc.;

non-executive Chairman and director of Tethyan Resources plc;

President and a director of Lincoln Ventures Ltd and a director of Pinedale Energy Limited.

Proust is currently Chairman and CEO of Southern Arc Minerals Inc., Chairman and CEO of Japan Gold Corp;

and the President and director of Lincoln Ventures Ltd.

Proust has extensive experience in corporate governance, is a graduate of The Directors College, Michael G.

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Army Corps of Engineers.

Murray Flanigan, Director

Murray Flanigan was elected to our Board of Directors on June 27, 2019.

Flanigan, Director

Flanigan was elected to our Board of Directors on June 27, 2019.

Flanigan is a management consultant providing financial advisory services to a number of public and private oil and gas and technology companies in North America and abroad.

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Flanigan was formerly a Managing Principal and the CFO of Kepis & Pobe Financial Group Inc., where he served for over ten years and was responsible for all aspects of the company's accounting, financing, treasury, tax, and legal affairs including overseeing the company's corporate development activities.

Flanigan is also the Chief Financial Officer of Central African Gold Inc., a publicly traded mining and exploration company prospecting and developing gold projects in Africa.

Flanigan is also the Chief Financial Officer of African Energy Metals Inc., a publicly traded mining and exploration company prospecting and developing gold projects in Africa.

Prior to founding his own consulting company, Mr.

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and Comcast Corporation for approximately US$18 billion.

Lawrence Lepard, Director

Lawrence Lepard was appointed to our Board of Directors on August 22, 2019.

Lepard runs Equity Management Associates, LLC, an investment partnership which has focused on investing in precious metals since 2008.

Lepard, Director

Lepard was appointed to our Board of Directors on August 22, 2019.

Lepard is a Managing Partner and Founder of Equity Management Associates, LLC, an investment partnership which has focused on investing in precious metals since 2008.

Prior to EMA, Mr.

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He was employee number 4, joining 1 year after Summit was launched.

Lepard is currently an independent director for Amarillo Gold Corp.

Lepard holds an MBA with Academic Distinction from Harvard Business School and a BA in Economics from Colgate University.

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Mossman's application to appeal the order for a new trial.

The new trial has not yet been scheduled but is currently forecasted to start sometime in late spring 2022.

The new trial commenced in 2022 and is currently forecasted to be completed sometime in 2023.

In a second trial, the Crown charged Mr.

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Based solely on our review of the copies of such forms received by the company, or written representations from the reporting persons as of the date of this Report, management believes that all Section 16(a) filing requirements applicable to directors, officers and 10% stockholders with respect to the fiscal year ended July 31, 2022 have been fulfilled with the following exceptions:

During the fiscal year ended July 31, 2021, Vince Boon filed one report late with respect to three transactions not reported on a timely basis.

During the fiscal year ended July 31, 2022, John Proust filed one report late with respect to one transaction not reported on a timely basis.

Audit Committee Financial Expert

Murray Flanigan is an "audit committee financial expert" within the meaning of Item 401(h)(1) of Regulation S-K.

Flanigan is an "audit committee financial expert" within the meaning of Item 401(h)(1) of Regulation S-K.

In general, an "audit committee financial expert" is an individual member of the audit committee who (a) understands generally accepted accounting principles and financial statements, (b) is able to assess the general application of such principles in connection with the accounting for estimates, reserves and accruals, (c) has experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by our company's financial statements, (d) understands internal controls over financial reporting, and (e) understands audit committee functions.

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Summary Compensation Table

Name and Principal Position

Name and Principal

Option Awards

Mossman, Chief Executive Officer

Vince Boon, Chief

Financial Officer

Boon, Chief Financial Officer

(1) See Note 11 of the notes to our audited financial statements included in this Report for a description of the assumptions made in the valuation of option awards.

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Option Awards

Number of Securities

Unexercised Options

(#) Exercisable

Exercise Price

Option Expiration

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September 22, 2025

February 7, 2027

April 18, 2023

August 21, 2024

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

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

February 7, 2027

Employment Agreements

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Option Awards

Murray Flanigan

$20,000 ( 1 )

$161,304 ( 2 )

Lawrence Lepard

$20,000 ( 1 )

(1) Represents directors' fees

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1,997,043 (2)

Murray Flanigan

2,159,077 (5)

Lawrence Lepard

5,823,031 (7)

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10,484,151 (2)(3)(4)(5)(6)(7)(8)

EMA GARP FUND, LLP

EMA GARP FUND, LP

211 Grove Street

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(2) Benjamin W.

Mossman, our Chief Executive Officer, President and a director, holds 202,829 shares of common stock, 55,714 warrants, 35,741 of which are exercisable into common stock at a price of C$1.00 per share until July 3, 2022 and 20,000 of which are exercisable into common stock at a price of $1.00 per share until July 31, 2022, and 1,338,500 stock options, each of which is exercisable into common stock at a price of $0.90 (C$1.20) per share until September 22, 2025.

(3) Vince Boon, our Chief Financial Officer and Treasurer, holds 40,000 stock options, 30,000 of which are exercisable into common stock at a price of C$1.20 per share until April 18, 2023 and 10,000 of which are exercisable into common stock at a price of C$0.70 per share until August 21, 2024.

(4) Murray Flanigan, a director, holds 40,000 stock options, each of which is exercisable into common stock at a price of C$0.70 per share until August 21, 2024.

Proust, a director, beneficially owns 583,878 shares of common stock and holds 345,000 stock options, 120,000 of which are exercisable into common stock at a price of C$1.20 per share until April 18, 2023, 150,000 of which are exercisable into common stock at a price of C$1.20 per share until November 29, 2023 and 75,000 of which are exercisable into common stock at a price of C$0.70 per share until August 21, 2024..

Mossman, our Chief Executive Officer, President and a director, holds 252,829 shares of common stock, 105,714 warrants, 35,714 of which are exercisable into common stock at a price of C$1.00 per share until July 3, 2024, 20,000 of which are exercisable into common stock at a price of $1.00 per share until July 31, 2024, and 50,000 of which are exercisable into common stock at a price of $0.60 per share until January 28, 2024 and 1,638,500 stock options, 1,338,500 of which are exercisable into common stock at a price of $0.90 per share until September 22, 2025 and 300,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027.

Boon, our Chief Financial Officer and Treasurer, holds 80,000 stock options, 30,000 of which are exercisable into common stock at a price of C$1.20 per share until April 19, 2023 and 10,000 of which are exercisable into common stock at a price of C$0.70 per share until August 21, 2024, and 40,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027.

(4) Murray G.

Flanigan, a director, indirectly beneficially owns 50,000 shares of common stock and 50,000 warrants, each of which are exercisable into common stock at a price of $0.60 per share until January 28, 2024.

Flanigan also holds 140,000 stock options, 40,000 of which are exercisable into common stock at a price of C$0.70 per share until August 21, 2024 and 100,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027.

Proust, a director, directly and indirectly beneficially owns 73,162 shares of common stock.

Proust indirectly beneficially owns 700,000 warrants exercisable into common stock at a price of $0.60 per share until January 28,2024 and holds 445,000 stock options, 120,000 of which are exercisable into common stock at a price of C$1.20 per share until April 19, 2023, 150,000 of which are exercisable into common stock at a price of C$1.00 per share until November 29, 2023, 75,000 of which are exercisable into common stock at a price of C$0.70 per share until August 21, 2024 and 100,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027.

(6) Thomas I.

Vehrs, a director, holds 85,000 stock options, 25,000 of which are exercisable into common stock at a price of C$1.20 per share until April 18, 2023, 20,000 of which are exercisable into common stock at a price of C$1.00 per share until November 29, 2023 and 40,000 of which are exercisable into common stock at a price of C$0.70 per share until August 21, 2024.

(7) Lawrence Lepard, a director, holds 591,875 shares of common stock and indirectly beneficially owns an additional 135,000 shares of common stock through his children.

Lepard also holds 100,000 stock options, each of which is exercisable into common stock at a price of C$0.70 per share until August 21, 2024, and 281,875 warrants, 81,875 of which are exercisable into common stock at a price of C$1.20 per share until September 17, 2021 and 200,000 of which are exercisable into common stock at a price of C$1.00 per share until August 19, 2022.

Lepard is the sole member and manager of EMA GARP GP, LLC, which is the general partner of EMA GARP FUND, LP.

Vehrs, a director, holds 185,000 stock options, 25,000 of which are exercisable into common stock at a price of C$1.20 per share until April 19, 2023, 20,000 of which are exercisable into common stock at a price of C$1.00 per share until November 29, 2023, 40,000 of which are exercisable into common stock at a price of C$0.70 per share until August 21, 2024, and 100,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027.

(7) Lawrence W.

Lepard, a director, holds 741,875 shares of common stock and indirectly beneficially owns an additional 135,000 shares of common stock through his children and 716,500 shares of common stock held by Sea View Investments, LLC.

Lepard also holds 200,000 stock options, 100,000 of which are exercisable into common stock at a price of C$0.70 per share until August 21, 2024 and 100,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027, and 350,000 warrants, 200,000 of which are exercisable into common stock at a price of C$1.00 per share until August 19, 2024 and 150,000 of which are exercisable into common stock at a price of $0.60 per share until January 28, 2024.

Lepard is deemed to indirectly beneficially own 500,000 warrants held by Sea View Investments, LLC which are exercisable into common stock at a price of $0.60 per share until January 28, 2024.

Lepard is the sole member and manager of EMA GARP GP, LLC, which is the general partner of EMA GARP FUND, LP, and as such is deemed to indirectly beneficially own the securities that ar beneficially owned by EMA GARP FUND, LP.

See note (8).

(8) EMA GARP FUND, LLP holds 1,529,656 shares of common stock and 400,000 warrants, 50,000 of which are exercisable into common stock at a price of C$1.00 per share until July 3, 2022, 250,000 of which are exercisable into common stock at a price of C$1.00 per share until August 19, 2022 and 100,000 of which are exercisable into common stock at a price of $1.00 per share until July 31, 2022.

EMA GARP GP, LLC is the general partner of the EMA GARP FUND, LLP.

(8) EMA GARP FUND, LP holds 2,154,656 shares of common stock and 1,025,000 warrants, 50,000 of which are exercisable into common stock at a price of C$1.00 per share until July 3, 2024, 250,000 of which are exercisable into common stock at a price of C$1.00 per share until August 19, 2024, 100,000 of which are exercisable into common stock at a price of $1.00 per share until July 31, 2024 and 625,000 of which are exercisable into common stock at a price of $0.60 per share until January 28, 2024.

EMA GARP GP, LLC is the general partner of the EMA GARP FUND, LP.

Lawrence Lepard, one of our directors, is the sole member and manager of EMA GARP GP, LLC.

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On March 23, 2016, the Board of Directors approved the adoption of an incentive stock option plan that provides for the granting of options representing up to 10% of our common stock to its directors, officers, employees and consultants (the "Plan").

As of July 31, 2021, options to purchase 2,233,500 shares at prices of between C$0.50 and C$1.20 per share are outstanding to 15 persons under the Plan.

As of July 31, 2022, options to purchase 3,038,500 shares at prices of between C$0.50 and C$1.20 per share and at prices of between $0.65 and $0.90 per share, are outstanding to 15 persons under the Plan.

We do not have any other compensation plans under which our equity securities are authorized for issuance.

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In addition, Meridian will be permitted to nominate one individual to our Board of Directors and to appoint two members to our advisory committee.

On July 31, 2020, Benjamin Mossman, President.

Chief Executive Officer and a director of the Company, voluntarily surrendered to the Company for cancellation 1,097,298 stock options (the “Cancelled Options”).

The Cancelled Options had exercise prices ranging from C$0.70 to C$2.40 per share as follows:

Optioned Shares

Exercise Price

Original Date

1,097,298 Total

Mossman offered to surrender the Cancelled Options in order to free up additional authorized capital needed to help facilitate the closing of a $3,272,875 private placement on July 31, 2020.

Mossman's offer to surrender the Cancelled Options was made subject to the condition that once the Company's authorized capital was increased, or sufficient authorized capital otherwise became available, the Company would grant Mr.

Mossman new stock options to replace the Cancelled Options at a price and upon terms to be determined in accordance with, and subject to, applicable securities and stock exchange requirements.

We could not issue replacement options until additional shares of our common stock were authorized that could then be reserved for issuance upon exercise of the replacement options.

On September 18, 2020, we held a Special Meeting of Stockholders at which the stockholders of the Company approved an increase in our authorized shares of common stock from 40,000,000 to 400,000,000.

On September 22, 2020, we granted 1,338,500 stock options to Mr.

The new stock options are exercisable at a price of $0.90 (~C$1.20) per share until September 22, 2025.

Director Independence

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Our Board of Directors has established pre-approval policies and procedures, pursuant to which the Board approved the foregoing audit and audit-related services provided by Davidson & Company in fiscal years 2022 and 2021 consistent with the Board's responsibility for engaging our company's independent auditors.

Exhibits, Financial Statement Schedules.

Exhibits and Financial Statement Schedules.

(a) The following financial statements are being filed as part of this Report:

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Proust & Associates Inc., as amended, dated December 13, 2018 (7)

Exhibit Description

Loan Agreement between Rise Grass Valley Inc.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance File

XBRL Taxonomy Schema Linkbase Document

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

_____________________

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1 to our Form 10-K annual report filed on October 30, 2008 and incorporated herein by reference.

Form 10-K Summary.

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

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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-K

Item 9A. Controls and Procedures