What changed in this filing

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Item 1. Financial Statements

2023-06-14 compared with 2023-03-17 · 114 added, 98 removed, 311 unchanged (41% of the section changed)

6 unchanged sentences

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

PERIOD ENDED JANUARY 31, 2023

PERIOD ENDED APRIL 30, 2023

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS:

Consolidated Interim Balance Sheet

Consolidated Interim Statement of Loss and Comprehensive Loss

Consolidated Interim Statement of Cash Flows

Consolidated Interim Statement of Stockholders' Equity

Consolidated Interim Balance Sheets 1

Consolidated Interim Statements of Loss and Comprehensive Loss 2

Consolidated Interim Statements of Cash Flows 3

Consolidated Interim Statements of Stockholders' Equity 4

Notes to Unaudited Consolidated Interim Financial Statements 5

1 unchanged sentence

(An Exploration Stage Company)

CONDENSED CONSOLIDATED INTERIM BALANCE SHEET

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

(Expressed in United States Dollars)

January 31, 2023

April 30, 2023

July 31, 2022

Cash and cash equivalents (Note 3)

Prepaid expenses (Note 4)

1 unchanged sentence

Mineral property interests (Note 5)

Prepaid expenses (Note 3)

Equipment (Note 6)

10 unchanged sentences

Additional paid-in capital (Note 11)

Share subscription received in advance

Cumulative translation adjustment

3 unchanged sentences

Contingency (Note 7)

Subsequent events (Note 13)

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

1 unchanged sentence

(An Exploration Stage Company)

CONDENSED CONSOLIDATED INTERIM STATEMENT OF LOSS AND COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Expressed in United States Dollars)

ended January

ended April 30,

Accretion expense (Note 9)

1 unchanged sentence

Filing and regulatory

Foreign exchange loss

Foreign exchange loss (gain)

General and administrative

3 unchanged sentences

Promotion and shareholder communication

Share-based compensation (Note 11)

Gain (loss) on fair value adjustment on derivative liability (Note 10)

Other income (expense)

Net loss and comprehensive loss for the period

4 unchanged sentences

(An Exploration Stage Company)

CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(Expressed in United States Dollars)

FOR THE SIX MONTHS ENDED JANUARY 31,

FOR THE NINE MONTHS ENDED APRIL 30,

CASH FLOWS FROM OPERATING ACTIVITIES

2 unchanged sentences

Interest expense

Share-based compensation

Accretion expense

7 unchanged sentences

Private placement, net of issuance cost

Subscriptions received in advance

Loan repayment

Proceeds from option exercise

Net cash provided by financing activities

Change in cash for the period

Cash, beginning of period

Cash, end of period

Change in cash and cash equivalents for the period

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Supplemental disclosure with respect to cash flows (Note 12)

2 unchanged sentences

(An Exploration Stage Company)

CONDENSED CONSOLIDATED INTERIM STATEMENT OF STOCKHOLDERS' EQUITY

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY

(Expressed in United States Dollars)

Capital Stock

Additional Paid-in

Additional Paid-

Balance as at July 31, 2021

4 unchanged sentences

Balance as at January 31, 2022

Share-based compensation

Loss for the period

Balance as at April 30, 2022

Balance as at July 31, 2022

4 unchanged sentences

Balance as at January 31, 2023

Shares issued for cash, net of issuance cost

Options exercise

Warrants issued for loan modification

Share-based compensation

Loss for the period

Balance as at April 30, 2023

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

2 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2023

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 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 $ 2,146,016 for the six-month period ended January 31, 2023 and has accumulated a deficit of $ 25,154,620 .

The Company has incurred a loss of $ 3,499,357 for the nine-month period ended April 30, 2023 and has accumulated a deficit of $ 26,507,962 .

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.

2 unchanged sentences

The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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

The situation is dynamic and the ultimate duration and magnitude of the impact on the economy and the Company's business are not known at this time.

These impacts could include an impact on the Company's ability to obtain debt and equity financing to fund ongoing exploration activities as well as its ability to explore and conduct business.

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

As at April 30, 2023, the Company had working capital of $ 1,204,210 (July 31, 2022 - $ 636,617 ).

BASIS OF PREPARATION

5 unchanged sentences

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.

The operating results for the nine months ended April 30, 2023 are not necessarily indicative of the results that may be expected for the year ended July 31, 2023.

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2023

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2023

(Expressed in United States Dollars)

12 unchanged sentences

Actual results could differ from those estimates and would impact future results of operations and cash flows.

CASH AND CASH EQUIVALENTS

As at April 30, 2023, the balance of cash and cash equivalents is $ 1,298,450 (July 31, 2022:

$ 471,918 ) of which $ 1,207,770 (July 31, 2022:

$ Nil ) is cash equivalents related to Guaranteed Investment Certificates (GICs) held during the period.

PREPAID EXPENSES

January 31, 2023

April 30, 2023

July 31, 2022

2 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2023

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2023

(Expressed in United States Dollars)

2 unchanged sentences

Idaho-Maryland, California

July 31, 2022 and January 31, 2023

July 31, 2022 and April 30, 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.

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 at April 30, 2023, the Company holds title to the Idaho-Maryland Gold Mine Property.

As of April 30, 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.

14 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2023

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2023

(Expressed in United States Dollars)

8 unchanged sentences

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

As at April 30, 2023, the Company has incurred cumulative exploration expenditures of $ 8,634,272 on the Idaho-Maryland Gold Mine property as follows:

Nine months ended

April 30, 2023

July 31, 2022

6 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2023

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2023

(Expressed in United States Dollars)

2 unchanged sentences

At July 31, 2022

At January 31, 2023

At April 30, 2023

Accumulated depreciation

1 unchanged sentence

At July 31, 2022

At January 31, 2023

At April 30, 2023

Total carrying value, July 31, 2022

Total carrying value, January 31, 2023

Total carrying value, April 30, 2023

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

9 unchanged sentences

b) Director fees of $ 60,000 (2022 - $ 60,000 ) to directors of the Company.

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).

c) During the period ended April 30, 2023, the Company paid $ 99,426 (2022 - $ 105,535 ) in professional and consulting fees to a company controlled by a director of the Company.

d) Share-based compensation of $ 421,883 (2022 - $ 406,790 ) for options granted during the period ended April 30, 2023.

e) As at April 30, 2023 and July 31, 2022, $ 20,194 and $ 28,018 were owed to related parties, respectively.

f) As at April 30, 2023, certain directors of the Company purchased an aggregate of 2,394,299 units of the private placement for gross proceeds of $ 957,720 (2022 - $ Nil ) (see Note 10).

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2023

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2023

(Expressed in United States Dollars)

14 unchanged sentences

Accretion expense

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 .

Issuance costs

Balance, April 30, 2023

In February 2023, the Company renegotiated its debt agreement with the Lender whereby the Company agreed to pay $ 250,000 to the Lender and issue 575,000 share purchase warrants to Eridanus.

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.

The renegotiation of the debt was accounted for as a non – substantial debt modification.

Accordingly, no gain or loss was recorded and a new effective interest rate of 32.67 % was established based on the carrying value of the debt and the revised cash flow.

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.

The fair value of these warrants was calculated to be $ 132,868 which was netted against the loan payable balance.

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants:

March 17, 2023

Risk-free interest rate

Expected life of warrants

Expected annualized volatility

Share price at grant date

Exercise price

Forfeiture rate

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2023

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2023

(Expressed in United States Dollars)

12 unchanged sentences

Fair value adjustment

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

Balance, April 30, 2023

For the nine-month period ended April 30, 2023, the Company recorded a total loss on fair value of derivative liability of $ 454,418 during the period (April 30, 2022 - gain of $ 252,324 ).

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants as at April 30, 2023 and July 31, 2022:

April 30, 2023

July 31, 2022

10 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2023

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2023

(Expressed in United States Dollars)

4 unchanged sentences

Certain directors of the Company purchased an aggregate of 2,075,000 units of this private placement for gross proceeds of $ 830,000 .

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.

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

On February 17, 2023, the Company completed a non-brokered private placement over two tranches for gross proceeds totalling $ 3,000,000 through the issuance of 7,500,000 units in total 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 and February 17, 2025 .

Certain directors of the Company purchased an aggregate of 2,394,299 units of the private placement for gross proceeds of $ 957,720 .

The Company paid fees of $ 4,014 and issued 10,440 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 and February 17, 2025 .

The Company paid legal fees of $ 10,563 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 January 31, 2023:

March 17, 2023

April 19, 2023

On February 21, 2023, the Company granted a total of 1,045,000 stock options with a fair value of $ 466,527 to employees, officers, directors and consultants of the Company, exercisable at a weighted average price of $ 0.53 (C$ 0.72 ) per share until February 21, 2028.

The following incentive stock options were outstanding and exercisable as at April 30, 2023:

November 30, 2023

2 unchanged sentences

February 7, 2027

February 21, 2028

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2023

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 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 ).

As at April 30, 2023, the aggregate intrinsic value of the Company's stock options is $ Nil (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, 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

Options granted

Options cancelled

Options expired

Options exercised

Balance outstanding and exercisable, April 30, 2023

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of stock options issued during the period ended April 30, 2023 and July 31, 2022:

April 30, 2023

July 31, 2022

9 unchanged sentences

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.

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 amended expiry dates ranging from July 3, 2024 to September 9, 2024, and 2,348,583 of these warrants were granted with an exercise price of US$ 1.00 per share ("USD Priced Warrants") with amended expiry dates ranging from July 31, 2024 to September 21, 2024.

All other terms and conditions of the warrants remain unchanged.

2 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2023

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2023

(Expressed in United States Dollars)

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

The following warrants were outstanding at January 31, 2023:

The following warrants were outstanding at April 30, 2023:

August 19, 2024

4 unchanged sentences

January 31, 2025

February 17, 2025

Warrant transactions are summarized as follows:

8 unchanged sentences

Warrants expired

Balance, January 31, 2023

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

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 January 31, 2022:

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

Balance, April 30, 2023

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2023

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2023

(Expressed in United States Dollars)

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

During the nine-month periods ended April 30, 2023 and 2022, the Company had the following non-cash financing and investing activities:

For the period ended April 30, 2023:

a) The Company accrued $ 267,028 of interest expense as part of the outstanding balance of loan payable.

b) The Company issued a total of 575,000 share purchase warrants for loan modification entitling the holder to acquire one share an exercise price of $ 0.60 until May 17, 2025 with a fair value of $ 0.23 .

For the period ended April 30, 2022:

a) Company accrued $ 194,952 of interest expense as part of the outstanding balance of loan payable.

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