What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-06-14 compared with 2023-03-17 · 50 added, 32 removed, 87 unchanged (49% of the section changed)

16 unchanged sentences

Business Development

Developments in our Company's business during the July 31, 2022 fiscal year and the six-month period ended January 31, 2023 include the following:

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.

Subsequent to the period ended January 31, 2023, the Company completed the second and final tranche of the non-brokered private placement for gross proceeds of $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.

Developments in our Company's business during the July 31, 2022 fiscal year and the nine-month period ended April 30, 2023 include the following:

On June 5, 2023, the Company sent a letter to the Nevada County Board of Supervisors that highlights significant irregularities with the May 10-11 Planning Commission Hearing regarding the Idaho-Maryland Mine Project.

The letter details Brown Act violations, egregious abuses of the Company's constitutionally protected rights to due process, as well as the Planning Commission's noncompliance with the County's ethics training and adopted policies for conducting the business of Board-appointed bodies.

To view the full version of the press release, please visit https://www.risegoldcorp.com/news_items.

On May 12, 2023, the Company announced the result of the Planning Commission hearing on the Idaho-Maryland Mine Project.

The Nevada County Planning Commission held a public hearing on May 10 and May 11, 2023 to consider the Final Environmental Impact Report (the "FEIR").

At the conclusion of the public hearing the Planning Commission recommended to the Nevada County Board of Supervisors that the FEIR not be certified and that the Use Permit be denied.

The remaining milestone in the Use Permit process, including the consideration of the FEIR will take place at a Board of Supervisors public hearing to consider and make a final decision on the IMM Project.

A majority vote of the five supervisors is required for approval.

The County has stated that the Board of Supervisors hearing will take place no sooner than August 2023.

On February 17, 2023, the Company completed the second and final tranche of the non-brokered private placement for gross proceeds of $1,220,374 through the sale of 3,050,936 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.

1 unchanged sentence

The Company has paid fees of $1,247 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.

The Company has paid associated legal fees of $10563 in connection with this financing.

The Company raised a total of $3,000,000 through the sale of 7,500,000 Units.

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

In February 2023, the Company renegotiated its debt agreement with Eridanus Capital LLC whereby the Company agreed to pay $250,000 to Eridanus to reduce the outstanding balance of the loan 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 following the date of issuance of the Eridanus Warrants.

1 unchanged sentence

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.

Subsequent to the period ended January 31, 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.

On December 16, 2022, the Company announced that Nevada County released the Final Environmental Impact Report (“FEIR”) for the Idaho-Maryland Mine Project.

The report’s release represents a major milestone toward approving the Company’s Use Permit application to reopen the historic past-producing Idaho-Maryland Gold Mine.

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

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 (C$0.72) per share for a period of five years.

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 associated legal fees of $4,889 in connection with this financing.

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.

3 unchanged sentences

Plan of Operations

As at January 31, 2023, the Company had a cash balance of $1,800,079, compared to a cash balance of $471,918 as at July 31, 2022.

As at April 30, 2023, the Company had a cash balance of $1,298,450, 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.

5 unchanged sentences

On December 16, 2022, the Company announced that Nevada County has released the Final Environmental Impact Report ("FEIR") for the Idaho-Maryland Mine Project.

A general outline of remaining milestones in the process to approval of the permit is outlined as follows:

1) The Nevada County Planning Commission holds a public hearing to consider the Final EIR and makes a recommendation on project approval to the Nevada County Board of Supervisors;

2) The Board of Supervisors holds a public hearing to consider and make a final decision on the Idaho-Maryland Mine Project.

A majority vote of the five supervisors is required to approve the Project.

The Nevada County Planning Commission held a public hearing on May 10 and May 11, 2023 to consider the FEIR.

At the conclusion of the public hearing, the Planning Commission recommended to the Nevada County Board of Supervisors that the FEIR not be certified and that the Use Permit be denied.

A majority vote of the five supervisors is required for approval.

The County has stated that the Board of Supervisors hearing will take place no sooner than August 2023.

Project Design

19 unchanged sentences

Results of Operations

For the Periods Ended January 31, 2023 and 2022

The Company's operating results for the periods ended January 31, 2023 and 2022 are summarized as follows:

ended January

For the Periods Ended April 30, 2023 and 2022

Three months Three months Nine months Nine months

ended April ended April ended April 30, ended April 30,

30, 2023 30, 2022 2023 2022

Accretion expense $ 41,104 $ 28,017 $ 99,030 $ 85,943

Consulting 186,094 128,605 464,350 399,351

Directors' fees 20,000 20,000 60,000 60,000

Filing and regulatory 13,470 10,629 46,802 26,785

Foreign exchange loss

Foreign exchange loss (gain) (26,781 ) 7,331 38,699 39,669

General and administrative 147,829 48,198 266,626 262,822

3 unchanged sentences

Promotion and shareholder communication 68,947 91,190 154,266 149,597

Salaries 33,750 33,750 101,250 101,250

Share-based compensation 466,527 406,790 466,527 406,790

Loss $ (1,627,444 ) $ (1,147,073 ) $ (3,045,968 ) $ (2,523,401 )

Gain (loss) on fair value adjustment on derivative liability 274,107 187,652 (454,418 ) 252,324

Other income (expense) (5 ) (20 ) 1,029 14,887

Net loss and comprehensive loss for the period $ (1,353,342 ) $ (959,441 ) $ (3,499,357 ) $ (2,256,190 )

1 unchanged sentence

Weighted average number of common shares outstanding (basic and diluted) 39,742,958 32,787,798 34,483,714 28,798,174

The Company's operating results for the periods ended April 30, 2023 and 2022 are summarized as follows:

Liquidity and Capital Resources

Working Capital

2023 At July 31,

2022 At July 31,

Current Assets $ 1,451,634 $ 986,577 $ 1,156,426

1 unchanged sentence

Working Capital $ 1,204,210 $ 636,617 $ 956,524

For the six-month

January 31, 2023

For the six-month

January 31, 2022

For the nine-month

period ended April

30, 2023 For the nine-month

period ended April

Net Cash used in Operating Activities $ (1,936,299 ) $ (1,783,874 )

2 unchanged sentences

Net increase in Cash During the Period $ 826,532 $ 609,124

As of January 31, 2023, the Company had $1,800,079 in cash, $2,133,238 in current assets, $6,882,292 in total assets, $872,603 in current liabilities and $2,735,069 in non-current liabilities, a working capital of $1,260,635 and an accumulated deficit of $25,154,620.

During the six-month period ended January 31, 2023, the Company used $493,809 (2022 - $1,238,580) 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 six-month periods ending January 31, 2023 (January 31, 2022 - $Nil).

The Company received net cash of $1,821,970 (2022 - $2,392,998) from financing activities related to the private placement during the six-month periods ending January 31, 2023.

As of April 30, 2023, the Company had $1,298,450 in cash, $1,451,634 in current assets, $6,135,008 in total assets, $247,424 in current liabilities and $2,176,048 in non-current liabilities, a working capital of $1,204,210 and an accumulated deficit of $26,507,962.

During the nine-month period ended April 30, 2023, the Company used $1,936,299 (2022 - $1,783,874) in net cash on operating activities.

The difference in net cash used in operating activities during the two periods was largely due to the difference between the loss (gain) of the revaluation adjustment of the derivative liability.

The Company had no investing activities during the nine-month period ending April 30, 2023 (April 30, 2022 - $Nil).

The Company received net cash of $2,985,423 (2022 - $2,392,998) from financing activities related to the private placement during the nine-month periods ending April 30, 2023.

The Company received cash of $27,408 (2022 - $Nil) from financing activities related to an option exercise during the nine-month periods ending April 30, 2023.

The Company also made a loan payment of $250,000 during the period ended April 30, 2023 (2022 - $Nil).

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

8 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