What changed in this filing

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Item 1. Financial Statements

2023-03-17 compared with 2022-12-15 · 122 added, 69 removed, 287 unchanged (40% of the section changed)

6 unchanged sentences

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

PERIOD ENDED OCTOBER 31, 2022

PERIOD ENDED JANUARY 31, 2023

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS:

8 unchanged sentences

(Expressed in United States Dollars)

October 31, 2022

January 31, 2023

July 31, 2022

2 unchanged sentences

Mineral property interests (Note 4)

Prepaid expenses (Note 3)

Equipment (Note 5)

10 unchanged sentences

Additional paid-in capital (Note 10)

Share subscription received in advance

Cumulative translation adjustment

3 unchanged sentences

Contingency (Note 6)

Subsequent events (Note 13)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

3 unchanged sentences

(Expressed in United States Dollars)

FOR THE THREE MONTHS ENDED OCTOBER 31,

ended January

Accretion expense (Note 8)

7 unchanged sentences

Promotion and shareholder communication

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

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

Net loss and comprehensive loss for the period

6 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

3 unchanged sentences

Accretion expense

Gain on fair value adjustment on derivative liability

Loss (gain) on fair value adjustment on derivative liability

Non-cash working capital item changes:

3 unchanged sentences

Net cash used in operating activities

CASH FLOWS FROM FINANCING ACTIVITIES

Private placement, net of issuance cost

Subscriptions received in advance

Net cash provided by financing activities

Change in cash for the period

8 unchanged sentences

Capital Stock

Additional Paid-

Additional Paid-in

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

Balance as at July 31, 2022

1 unchanged sentence

Balance as at October 31, 2022

Shares issued for cash, net of issuance cost

Loss for the period

Balance as at January 31, 2023

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

1 unchanged sentence

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2022

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2023

(Expressed in United States Dollars)

12 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 $ 684,538 for the three-month period ended October 31, 2022 and has accumulated a deficit of $ 23,693,142 .

The Company has incurred a loss of $ 2,146,016 for the six-month period ended January 31, 2023 and has accumulated a deficit of $ 25,154,620 .

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.

6 unchanged sentences

These consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.

At October 31, 2022, the Company had working capital of $ 66,526 (July 31, 2022 - $ 636,617 ).

At January 31, 2023, the Company had working capital of $ 1,260,635 (July 31, 2022 - $ 636,617 ).

BASIS OF PREPARATION

4 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, 2022 are not necessarily indicative of the results that may be expected for the year ended July 31, 2023.

These financial statements follow the same accounting policies in the annual financial statements.

The operating results for the six months ended January 31, 2023 are not necessarily indicative of the results that may be expected for the year ended July 31, 2023.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2022

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2023

(Expressed in United States Dollars)

13 unchanged sentences

PREPAID EXPENSES

October 31, 2022

January 31, 2023

July 31, 2022

1 unchanged sentence

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2022

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2023

(Expressed in United States Dollars)

1 unchanged sentence

The Company's mineral properties balance consists of:

Idaho-Maryland ,

July 31, 2022 and October 31, 2022

Idaho-Maryland, California

July 31, 2022 and January 31, 2023

Title to mineral properties

1 unchanged sentence

Additionally, the potential for problems arising from the frequently ambiguous conveying history characteristic of many mineral properties also exist.

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

As of October 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 at January 31, 2023, the Company holds title to the Idaho-Maryland Gold Mine Property.

As of January 31, 2023, 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.

13 unchanged sentences

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2022

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2023

(Expressed in United States Dollars)

2 unchanged sentences

On January 6, 2017, the Company entered into an option agreement with Sierra Pacific Industries Inc.

("Sierra") to purchase a 100 % interest in and to certain surface rights totalling approximately 82 acres located near Grass Valley, California, United States, contiguous to the Idaho-Maryland Gold Mine property acquired by the Company on January 25, 2017.

("Sierra") to purchase a 100 % interest in and to certain surface rights near Grass Valley, California, United States, contiguous to the Idaho-Maryland Gold Mine property acquired by the Company on January 25, 2017.

Pursuant to the option agreement, in order to exercise the option, the Company was required to pay $ 1,900,000 by March 31, 2017.

2 unchanged sentences

On June 7, 2017, the Company negotiated an extension of the closing date of the option agreement to September 30, 2017, in return for a cash payment of $ 300,000 , at which time a payment of $ 1,300,000 was due in order to exercise the option.

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, 2022, the Company has incurred cumulative exploration expenditures of $ 8,082,335 on the Idaho-Maryland Gold Mine property as follows:

Three months ended

October 31, 2022

On May 14, 2018, the Company completed the purchase of the surface rights by making the final payment of $ 1,300,000 .

As at January 31, 2023, the Company has incurred cumulative exploration expenditures of $ 8,195,953 on the Idaho-Maryland Gold Mine property as follows:

Six months ended

January 31, 2023

July 31, 2022

5 unchanged sentences

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2022

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2023

(Expressed in United States Dollars)

2 unchanged sentences

At July 31, 2022

At October 31, 2022

At January 31, 2023

Accumulated depreciation

1 unchanged sentence

At July 31, 2022

At October 31, 2022

At January 31, 2023

Total carrying value, July 31, 2022

Total carrying value, October 31, 2022

Total carrying value, January 31, 2023

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

Under the terms of the LOI, the Company would acquire 100% of the issued and outstanding common shares of Wundr.

Due to unforeseen circumstances, the Company did not complete the transactions contemplated in the LOI, which the Company announced had expired on January 10, 2014.

The Company did not complete the transactions contemplated in the LOI, which the Company announced had expired on January 10, 2014.

On September 17, 2014, the Company learned that it was the subject, along with a number of additional defendants, of a notice of civil claim (the "Claim") filed in the Supreme Court of British Columbia by Wundr, under which Wundr is seeking general damages from the Company as well as damages for conspiracy to cause economic harm.

None of the allegations contained in the Claim have been proven in court.

Management has determined that the probability of the Claim resulting in an unfavourable outcome and financial loss to the Company is unlikely.

Management has assessed that the probability of the Claim resulting in an unfavourable outcome and financial loss to the Company is unlikely.

RELATED PARTY TRANSACTIONS

3 unchanged sentences

b) Director fees of $ 40,000 (2022 - $ 40,000 ) to directors of the Company.

c) During the period ended October 31, 2022, the Company paid $ 33,833 (2021 - $ 35,797 ) in professional and consulting fees to a company controlled by a director of the Company.

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

e) As at October 31, 2022 and July 31, 2022, $ 51,701 and $ 28,018 were owed to related parties, respectively.

c) During the period ended January 31, 2023, the Company paid $ 67,199 (2022 - $ 71,338 ) in professional and consulting fees to a company controlled by a director of the Company.

d) Share-based compensation of $ Nil (2022 - $ Nil ) for options granted during the period ended January 31, 2023.

e) As at January 31, 2023 and July 31, 2022, $ 96,053 and $ 28,018 were owed to related parties, respectively.

f) As at January 31, 2023, certain directors of the Company purchased an aggregate of 1,476,363 Units of this first tranche of the private placement for gross proceeds of $ 590,545 (2022 - $ Nil ) (see Note 10).

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2022

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2023

(Expressed in United States Dollars)

On September 3, 2019, the Company completed a debt financing with Eridanus Capital LLC (the "Lender") for $ 1,000,000 (the "Loan").

On September 3, 2019, the Company completed a debt financing with Eridanus Capital LLC (the "Lender" or "Eridanus") 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.

5 unchanged sentences

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.

The Loan is secured against the assets of the Company and its subsidiary.

Balance, July 31, 2021

4 unchanged sentences

Accretion expense

Balance, October 31, 2022

Balance, January 31, 2023

Subsequent to the period ended January 31, 2023, the Company renegotiated its debt agreement with the Lender whereby the Company has agreed to pay $ 250,000 to the Lender as partial prepayment of the outstanding principal balance of the loan and issue 575,000 share purchase warrants to Eridanus Capital LLC (“Eridanus Warrants”).

The maturity date of the loan has been extended by one year to September 4, 2024 and the interest rate has been reduced to 15 % for a period of 12 months following the date of issuance of the Eridanus Warrants .

Each Warrant entitles the holder to acquire one share at an exercise price of $ 0.60 for a period of two years from the date of issuance.

The Eridanus Warrants and any shares acquired upon the exercise of the Eridanus Warrants will be subject to statutory hold periods in accordance with applicable United States and Canadian securities laws.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2022

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2023

(Expressed in United States Dollars)

4 unchanged sentences

The following table shows a continuity of the Company's derivative liability:

Warrant derivative

Number of warrants

accounted for as

Warrant derivative

derivative liability

3 unchanged sentences

Fair value adjustment

Balance, October 31, 2022

For the three-month period ended October 31, 2022, the Company recorded a total gain on fair value of derivative liability of $ 17,984 during the period (October 31, 2021 -$ 337,093 ).

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

October 31, 2022

Balance, January 31, 2023

For the six-month period ended January 31, 2023, the Company recorded a total loss on fair value of derivative liability of $ 728,525 during the period (January 31, 2022 - gain of $ 67,856 ).

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants as at January 31, 2023 and July 31, 2022:

January 31, 2023

July 31, 2022

9 unchanged sentences

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2022

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2023

(Expressed in United States Dollars)

5 unchanged sentences

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

On January 31, 2023, the Company completed the first tranche of a non-brokered private placement for gross proceeds totalling $ 1,779,626 through the issuance of 4,449,066 units at a price of $ 0.40 per unit, where each unit consists of one share of common stock and one-half of 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 31, 2025 .

Certain directors of the Company purchased an aggregate of 1,476,363 units of this first tranche of the private placement for gross proceeds of $ 590,545 .

The Company has paid fees of $ 2,767 and issued 6,900 finder's warrants relating to the first tranche, where each finder's warrant entitles the holder to acquire one common share at a price of $ 0.60 until January 31, 2025 .

The Company has paid associated legal fees of $ 4,889 in connection with this financing.

Stock Options

On February 7, 2022, the Company granted a total of 805,000 stock options with a fair value of $ 406,790 to employees, officers, directors, and consultants of the Company, exercisable at a weighted average price of $ 0.65 (C$ 0.82 ) per share for a period of five years.

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

The following incentive stock options were outstanding and exercisable as at January 31, 2023:

March 17, 2023

4 unchanged sentences

February 7, 2027

As at October 31, 2022, the aggregate intrinsic value of the Company's stock options is $ Nil (July 31, 2022 - $ Nil ).

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2023

(Expressed in United States Dollars)

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

As at January 31, 2023, the aggregate intrinsic value of the Company's stock options is $ 24,050 (July 31, 2022 - $ Nil ).

Stock option transactions are summarized as follows:

5 unchanged sentences

Balance outstanding and exercisable, July 31, 2022

Balance outstanding and exercisable, October 31, 2022

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2022

(Expressed in United States Dollars)

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

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of stock options issued during the period ended October 31, 2022 and July 31, 2022:

October 31, 2022

Balance outstanding and exercisable, January 31, 2023

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of stock options issued during the period ended January 31, 2023 and July 31, 2022:

January 31, 2023

July 31, 2022

8 unchanged sentences

On June 14, 2022, the Company amended the term of 6,308,310 common share purchase warrants by extending their expiry dates by two years and adding an accelerated expiry provision.

Between July 3, 2019 and September 21, 2020 the Corporation issued a total of 6,308,310 warrants to purchase shares of common stock of the Corporation in connection with various private placement financings and debt financings.

3,959,727 of these Warrants were granted with an exercise price of CAD $ 1.00 per share ("CAD Priced Warrants") with expiry dates ranging from July 3, 2022 to September 9, 2022, and 2,348,583 of these warrants were granted with an exercise price of US$ 1.00 per share ("USD Priced Warrants") with expiry dates ranging from July 31, 2022 to September 21, 2022.

Between July 3, 2019 and September 21, 2020 the Company issued a total of 6,308,310 warrants to purchase shares of common stock of the Company in connection with various private placement financings and debt financings.

3,959,727 of these warrants were granted with an exercise price of CAD $ 1.00 per share ("CAD Priced Warrants") or optional currency settlement choice with expiry dates ranging from July 3, 2022 to September 9, 2022, and 2,348,583 of these warrants were granted with an exercise price of US$ 1.00 per share ("USD Priced Warrants") with expiry dates ranging from July 31, 2022 to September 21, 2022.

All other terms and conditions of the warrants remain unchanged.

The following warrants were outstanding at October 31, 2022:

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2023

(Expressed in United States Dollars)

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

The following warrants were outstanding at January 31, 2023:

August 19, 2024

3 unchanged sentences

January 28, 2024

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2022

(Expressed in United States Dollars)

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

January 31, 2025

Warrant transactions are summarized as follows:

1 unchanged sentence

Weighted Average

Exercise Price

Exercise Price (C$)

Balance, July 31, 2021

4 unchanged sentences

Warrants expired

Balance, October 31, 2022

Balance, January 31, 2023

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

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

For the period ended October 31, 2022:

During the six-month periods ended January 31, 2023 and 2022, the Company had the following non-cash financing and investing activities:

For the period ended January 31, 2023:

a) The Company accrued $ 210,178 of interest expense as part of the outstanding balance of loan payable.

For the period ended October 31, 2021:

b) Company accrued $ 32,123 of interest expense as part of the outstanding balance of loan payable.

For the period ended January 31, 2022:

a) Company accrued $ 123,248 of interest expense as part of the outstanding balance of loan payable.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2023

(Expressed in United States Dollars)

SEGMENTED INFORMATION

4 unchanged sentences

The Company has determined that it operates its business in one geographical segment located in California, United States, where all of its equipment and mineral property interests are located.

SUBSEQUENT EVENTS

Subsequent to the period ended January 31, 2023, the Company completed the second and final tranche of a $ 3,000,000 non-brokered private placement.

The gross proceeds raised in the second tranche was $ 1,220,374 through the sale of 3,050,934 units at a price of $ 0.40 per unit, where each unit consists of one share of common stock and one-half of one share purchase warrant.

Each whole warrant entitles the holder to acquire one additional common share at an exercise price of $ 0.60 until February 17, 2025 .

Certain directors of the Company purchased an aggregate of 917,936 units of this second tranche of the private placement for gross proceeds of $ 367,174 .

The Company has paid fees of $ 1,420 and issued 3,540 finder's warrants relating to the second tranche, where each finder's warrant entitles the holder to acquire one common share at a price of $ 0.60 until February 17, 2025 .

Subsequent to the period ended January 31, 2023, the Company renegotiated its debt agreement with Eridanus Capital LLC whereby the Company has agreed to prepay $ 250,000 to Eridanus to reduce the outstanding loan and issue 575,000 share purchase warrants to Eridanus.

Each Warrant entitles the holder to acquire one share at an exercise price of $ 0.60 for a period of two years from the date of issuance.

On February 21, 2023, the Company granted a total of 1,045,000 stock options to employees, officers, directors, and consultants of the Company, exercisable at a weighted average price of $ 0.53 per share for a period of five years .

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