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Item 2. Management’s Discussion and Analysis

2022-12-15 compared with 2022-06-14 · 29 added, 89 removed, 80 unchanged (60% of the section changed)

9 unchanged sentences

Description of Business

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 April 7, 2017, we changed our name to Rise Gold Corp.

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.

As of April 30, 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.

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 (the "Reverse Split").

As a result of the Reverse Split, our authorized capital decreased from 168,000,000 shares to 2,100,000 and our issued and outstanding common stock decreased from 6,340,000 shares to 79,252, 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 2,100,000 to 40,000,000 shares of common stock.

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 I-M Mine Property.

Rise Grass Valley, Inc.

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

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

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".

We are a reporting issuer in British Columbia, Alberta, and Ontario in Canada.

Our common stock is also currently traded in the United States on the OTCQX Market under the symbol "RYES".

Our common stock is also currently traded in the United States on the OTCQX under the symbol "RYES".

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").

Business Development

Developments in our Company's business during the July 31, 2021 fiscal year and the nine-month period ended April 30, 2022 include the following:

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

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

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.

1 unchanged sentence

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.

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.

Plan of Operations

As at April 30, 2022, the Company had a cash balance of $1,382,403, 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.

As at October 31, 2022, the Company had a cash balance of $166,805, compared to a cash balance of $471,918 as at July 31, 2022.

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.

10 unchanged sentences

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 th , 2022 and the preparation of the Final EIR is currently in progress.

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

Project Design

8 unchanged sentences

Approximately 300 employees would be required if the mine reaches full production.

The Company has one full-time employee, which is the Chief Executive Officer.

Our other officers and directors provide services to us on an as-needed basis, and we plan to rely on their efforts, as well as those of a number of independent consultants, to manage our operations for the foreseeable future.

Government Regulations

7 unchanged sentences

Results of Operations

For the Periods Ended April 30, 2022 and 2021

The Company's operating results for the periods ended April 30, 2022 and 2021 are summarized as follows:

30, 2022 Three

30, 2021 Nine months

30, 2022 Nine months

For the Periods Ended October 31, 2022 and 2021

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

Accretion expense $ 28,963 $ 28,963

2 unchanged sentences

Filing and regulatory 8,550 6,530

Foreign exchange (gain) loss 21,334 (15,896 ) 53,672 (25,782 )

Foreign exchange loss 40,958 6,900

General and administrative 80,883 106,723

3 unchanged sentences

Promotion and shareholder communication 7,948 7,363

Share-based compensation 406,790 - 406,790 560,792

Salaries 33,750 33,750

$ (1,161,076 ) $ (599,138 ) $ (2,537,404 ) $ (2,593,637 )

Gain on fair value adjustment on derivative liability (Note 9) 201,655 277,805 266,327 1,560,945

Loss $ (702,522 ) $ (550,089 )

Gain on fair value adjustment on derivative liability 17,984 337,093

Other income - 696

4 unchanged sentences

Working Capital

2022 At July 31, 2021 At July 31, 2020

At October 31,

2022 At July 31,

Current Assets $ 606,333 $ 986,577 $ 1,156,426

1 unchanged sentence

Working Capital $ 66,526 $ 636,617 $ 956,524

For the nine-month

period ended April

30, 2022 For the nine-month

period ended April

For the three-month

October 31, 2022 For the three-month

October 31, 2021

Net Cash used in Operating Activities $ (305,113 ) $ (371,179 )

1 unchanged sentence

Net Cash provided by Financing Activities $ - $ -

Net increase (decrease) in Cash During the Period $ 609,124 $ (1,843,892 )

As of April 30, 2022, the Company had $1,382,403 in cash, $1,733,491 in current assets, $6,439,997 in total assets, $186,470 in current liabilities and $1,446,924 in non-current liabilities, a working capital of $1,547,021 and an accumulated deficit of $21,800,667.

During the nine-month period ended April 30, 2022, the Company used $1,783,874 (2021 - $2,092,090) in cash on operating activities.

The difference in 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 nine-month period ending April 30, 2022 (April 30, 2021 - $Nil).

The Company received cash of $2,392,998 (2021 - $248,198) from financing activities related to the private placement during the nine-month period ended April 30, 2022.

Net decrease in Cash During the Period $ (305,113 ) $ (376,179 )

As of October 31, 2022, the Company had $166,805 in cash, $606,333 in current assets, $5,301,169 in total assets, $539,807 in current liabilities and $1,847,234 in non-current liabilities, a working capital of $66,526 and an accumulated deficit of $23,693,142.

During the three-month period ended October 31, 2022, the Company used $305,113 (2021 - $376,179) 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, 2022 (October 31, 2021 - $Nil).

The Company had no financing activities during the three-month periods ending October 31, 2022 (October 31, 2021 - $Nil).

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

1 unchanged sentence

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.

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.

Governmental authorities around the world have implemented measures to reduce the spread of COVID-19.

These measures have adversely affected workforces, customers, supply chains, consumer sentiment, economies, and financial markets, and, along with decreased consumer spending, have led to an economic downturn across many global economies.

The extent to which COVID-19 ultimately impacts our business, financial condition and results of operations will depend on future developments, which are highly uncertain and unpredictable, including new information which may emerge concerning the severity and duration of the COVID-19 pandemic and the effectiveness of actions taken to contain the COVID-19 pandemic or treat its impact.

The COVID-19 pandemic is evolving and new information emerges regularly, and as a result, the ultimate duration and magnitude of the impact on the economy and our business are not known at this time.

These conditions may affect our ability to obtain debt and equity financing to fund ongoing exploration activities, as well as conduct business more efficiently.

We have taken action to minimize the risks of the COVID-19 virus for our employees, contractors and other people participating in our operations, programs, and activities.

Although there have been no known or suspected cases of the virus reported at any of our workplaces, either in Canada or the United States, the health and safety of our work force remains a priority.

We are closely monitoring the rapid developments of the outbreak and continually assessing the potential impact on our business.

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.

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

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