What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-10-30 compared with 2022-10-31 · 163 added, 60 removed, 326 unchanged (41% of the section changed)

24 unchanged sentences

The names, ages and titles of the members of our Board of Directors and our executive officers are as follows:

Chief Executive Officer, President, Director

Joseph Mullin

President and Chief Executive Officer

Chief Financial Officer, Treasurer

Benjamin Mossman

Daniel Oliver Jr.

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

1 unchanged sentence

As of July 31, 2023, there were no arrangements, agreements or understandings between non-management security holders and management under which non-management security holders may directly or indirectly participate in or influence the management of our company's affairs other than as disclosed in this Report.

Mossman, Chief Executive Officer, President, Director

Mossman, P.Eng, was appointed as our Chief Executive Officer and a director on August 1, 2016 and our President on April 20, 2017.

Mossman is a mining engineer with over 15 years of experience in the mining industry including experience in capital markets, project evaluation, acquisitions, and mine operations and development.

He was formerly the President, Chief Executive Officer and a director of Banks Island Gold Ltd., a dormant mining company, formerly listed on the TSX Venture Exchange and currently in receivership.

See "Involvement in Certain Legal Proceedings" below.

Joseph Mullin, President and Chief Executive Officer

Joseph Mullin was appointed Chief Executive Officer and President of the Company on September 23, 2023.

Mr Mullin has over 25 years of experience in corporate finance, private equity, restructuring, and early-stage mineral exploration.

He was previously the President of Virginia Energy Resources Inc.

and led its sale to Consolidated Uranium Inc.

Prior to that Mr.

Mullin was the CEO of QuestEx Gold & Copper Ltd.

for two and a half years leading up to its sale to Skeena Resources Ltd.

He began his career as a Financial Analyst at Goldman Sachs, and subsequently worked at Invesco Ltd.

and Millennium Global Investments Ltd.

Mullin is the Managing Member of Mount Arvon Partners LLC, and he is currently an Independent Director of FireFox Gold Corp.

and Pure Energy Minerals Ltd.

Mullin has been involved in metals and mining in the United States, Canada, Brazil and Europe.

Mullin holds an A.B.

from Harvard University.

Boon, Chief Financial Officer, Treasurer

13 unchanged sentences

De Groote School of Business at McMaster University and holds the designation of Chartered Director.

Mossman, Director

Mossman, P.Eng, was appointed to our Board of Directors on August 1, 2016.

Prior to September 23, 2023, Mr.

Mossman served as our Chief Executive Officer and President for more than six years.

He currently serves as an advisor to the Company.

Mossman is a mining engineer with over 20 years of experience in the mining industry including experience in capital markets, project evaluation, acquisitions, and mine operations and development.

He was formerly the President, Chief Executive Officer and a director of Banks Island Gold Ltd., a dormant mining company, formerly listed on the TSX Venture Exchange and currently in receivership.

See "Involvement in Certain Legal Proceedings" below.

Vehrs, Director

14 unchanged sentences

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 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.

4 unchanged sentences

Lepard was appointed to our Board of Directors on August 19, 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.

Lepard spent 25 years as a professional investor and venture capitalist.

From 1991 to 2004 he was one of two Managing Partners at Geocapital Partners in New Jersey which managed six venture capital partnerships, the last of which was $250 million.

Geocapital was very active in technology, software and computer investing and invested heavily in the internet starting in 1993.

Geocapital was the lead investor in Netcom, Inc., the first internet service provider to complete an IPO in 1996.

Prior to Geocapital Mr.

Lepard spent 7 years as a General Partner at Summit Partners in Boston, MA.

Summit is a large venture capital and private equity firm.

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.

Lepard is Managing Partner at Equity Management Associates, an investment fund focused on the precious metals sector and which has over US$60M under management.

Lepard previously spent 25 years as a professional investor and venture capitalist with Geocapital Partners in New Jersey and Summit Partners in Boston, MA.

Lepard is currently a director for Lavras Gold and Cabral Gold.

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

Daniel Oliver Jr., Director

Daniel Oliver Jr.

was appointed to our Board of Directors on July 20, 2023.

Oliver manages Myrmikan Gold Fund, which makes investments in the precious metals mining sector.

Oliver brings finance and legal expertise to the board.

He graduated from Columbia Law School with honors in 2001 and practiced law at Simpson Thacher & Bartlett in New York as well as at Wallison & Wallison, a boutique law firm specializing in high-dollar business litigation and appeals in the financial sector.

Oliver obtained an MBA from INSEAD in 2005.

After co-founding two venture companies, Mr.

Oliver joined Bearing Capital, LLC, a private equity firm in Buenos Aires focused on Latin American commodities investments.

He is currently a director of Guanajuato Silver Co.

Ltd and President of the Committee for Monetary Research & Education, an organization founded by prominent economists and businessmen in 1970 in opposition to the Bretton Woods monetary system.

Nauman was appointed to our Board of Directors on September 7, 2023.

Nauman has more than 45 years of diversified operating experience in the mining industry ranging from exploration to mine construction and mine operations as well as business development, mine financing and senior management in the precious metals, base metals and coal sectors.

Nauman also co-founded and grew a successful industrial environmental services company focused on reclamation of historical mine-related liabilities in Canada and the United States.

Nauman was the Chairman and Chief Executive Officer of Alexco Resource Corp., Alexco Environmental Group Inc.

and Asset Liability Management Group ULC until September 2022.

He previously served as President of Viceroy Gold Corporation, Viceroy Minerals Corporation and was a director of Viceroy Resource Corporation, positions he held from February 1998 until February 2003.

Nauman also previously served on the Boards of Novagold Resources Inc, Nova Copper Inc (now Trilogy Metals Inc), and Spectrum Gold Inc.

Nauman was a General Manager of Kennecott Minerals from 1993 to 1998, where he oversaw the permitting, redevelopment, startup and operation of the Greens Creek Mine which lies within the Admiralty Island National Monument in Southeast Alaska.

Nauman holds an Honours Bachelor of Science in Geology from Otago University, New Zealand.

None of our directors has been a director of any other company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of the Exchange Act, or any company registered as an investment company under the Investment Company Act of 1940, during the past five years.

22 unchanged sentences

Mossman not guilty and acquitted him of all, but two, charges under the EMA and Fisheries Act.

For those two minor offences, the court imposed a $15,000 global fine against Mr.

For those two minor offences, the court imposed a C$15,000 global fine against Mr.

All charges were dropped against one former employee and against Banks, and the court dismissed all charges against the other former employee for whom charges were not dropped.

Subsequent to the decision, the Crown filed an appeal regarding certain of the original determinations as they relate to Mr.

In a second trial, the Crown charged Mr.

Mossman with obstruction of justice related to the investigation of the underlying charges laid under the EMA and the other provincial and federal environmental regulations.

The court acquitted him of that charge on March 6, 2019.

No appeal of the acquittal was filed by the Crown.

Subsequent to the decision in the first trial, the Crown filed an appeal regarding certain of the original determinations as they relate to Mr.

The summary conviction appeal was heard by the BC Supreme Court in May 2019.

3 unchanged sentences

The two convictions and Mr.

Mossman's $15,000 fine relating to the incident were also set aside by the court.

Mossman's C$15,000 fine relating to the incident were also set aside by the court.

Counsel for Mr.

Mossman sought leave to appeal the BC Supreme Court decision to the BC Court of Appeal, which was dismissed as part of the order for a new trial.

The Supreme Court of Canada recently dismissed Mr.

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

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

In a second trial, the Crown charged Mr.

Mossman with obstruction of justice related to the investigation of the underlying charges laid under the EMA and the other provincial and federal environmental regulations.

The court acquitted him of that charge on March 6, 2019.

No appeal of the acquittal was filed by the Crown.

The Supreme Court of Canada dismissed an application by Mr.

Mossman to appeal the order for a new trial.

The new trial commenced in 2022 in which charges against the only remaining former employee of Banks, other than Mr.

Mossman, were dropped, and concluded on July 26, 2023.

Mossman was acquitted on charges of failing to report environment spills and the dumping or discharging of mine wastes and conducting unauthorized work in or about a stream on the property.

He was found guilty of 13 environmental violations in relation to certain waste discharges at the Banks mining site and on September 26, 2023, Mr.

Mossman was fined a total of approximately C$30,000 in connection with all of the offences.

Mossman and the Crown have filed appeals from this trial.

The Crown has appealed all acquittals.

Mossman has appealed all convictions.

The hearing of both appeals has been scheduled for the week of January 15, 2024.

Delinquent Section 16(a) Reports

1 unchanged sentence

Such officers, directors and 10% stockholders are also required to furnish the company with copies of all Section 16(a) reports they file.

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, 2022, John Proust filed one report late with respect to one transaction not reported on a timely basis.

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, 2023 have been fulfilled, except that Daniel Oliver filed three late reports relating to five transactions.

Audit Committee Financial Expert

16 unchanged sentences

Pursuant to Item 402(m)(4) of Regulation S-K, we have omitted certain columns from the table since there was no compensation awarded to, earned by or paid to the Named Executive Officer that was required to be reported in such columns in either year.

Mossman continued to serve as our Chief Executive Officer and President during the current fiscal year until September 23, 2023, when he was succeeded by Joseph Mullin and Mr.

Mossman became an advisor to our company.

Summary Compensation Table

Name and Principal

Name and Principal Position

Year Ended July 31

Stock Awards ($)

Option Awards ($) (1 ) (2)

15 unchanged sentences

February 7, 2027

April 18, 2023

February 21, 2028

August 21, 2024

February 7, 2027

February 21, 2028

Employment Agreements

5 unchanged sentences

See Item 13, "Certain Relationships and Related Transactions, and Director Independence."

The Executive Employment Agreement includes compensation provisions for Mr.

The Executive Employment Agreement included compensation provisions for Mr.

Mossman if there is a change of control, he is terminated without just cause, he resigns under circumstances contemplated in the Executive Employment Agreement or he dies while in our employment.

11 unchanged sentences

Mossman's participation in our stock option plan.

Other than Mr.

Mossman, who devotes all of his working time to our business, we expect that our executive officers will allocate approximately 40% of their working time to our business.

While serving as Chief Executive Officer and President, Mr.

Mossman devoted all of his working time to our business.

Currently, we expect our executive officers to allocate approximately 40-50% of their working time to our business.

Benefit Plans

23 unchanged sentences

6,434,281 (7)

Daniel Oliver Jr.

4,346,753 ( 8 )

Executive Officers and Directors as a Group (9 persons)

4 unchanged sentences

3,367,156 ( 10 )

Myrmikan Gold Fund, LLC

713 Silvermine Road

New Canaan, Connecticut 06840

3,763,683 ( 11 )

Yamana Gold Inc.

3 unchanged sentences

2,754,973 ( 12 )

VBS Exchange Pty Ltd.

Level 12, 644 Chapel St.

South Yarra, Melbourne

Victoria, Australia 3141

4,750,000 ( 13 )

Michael Gentile

Montreal, QC H4X 2G4

4,053,000 ( 14 )

Based on 40,362,800 shares of common stock issued and outstanding as of October 25, 2023.

(2) Benjamin W.

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.

Mossman, a director and our former Chief Executive Officer and President, holds 377,329 shares of common stock, 155,714 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, 50,000 of which are exercisable into common stock at a price of $0.60 per share until January 28, 2024, and 50,000 of which are exercisable into common stock at a price of $0.60 per share until January 31, 2025 and 2,018,140 stock options, 1,338,500 of which are exercisable into common stock at a price of $0.90 per share until September 22, 2025, 300,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027, 375,000 of which are exercisable into common stock at a price of $0.53 per share until February 21, 2028, and 4,640 of which are exercisable into common stock at a price of $0.26 per share until September 22, 2028.

Boon, our Chief Financial Officer and Treasurer, holds 155,000 stock options, 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, 75,000 of which are exercisable into common stock at a price of $0.53 per share until February 21, 2028, and 30,000 of which are exercisable into common stock at a price of $0.26 per share until September 22, 2028.

Flanigan, a director, indirectly beneficially owns 138,750 shares of common stock and 94,375 warrants, 50,000 which are exercisable into common stock at a price of $0.60 per share until January 28, 2024 and 44,375 of which are exercisable into common stock at a price of $0.60 per share until January 31, 2025.

Flanigan also holds 245,000 stock options, 40,000 of which are exercisable into common stock at a price of C$0.70 per share until August 21, 2024, 100,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027 and 105,000 of which are exercisable into common stock at a price of $0.53 per share until February 21, 2028.

Proust, a director, directly and indirectly beneficially owns 1,659,626 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 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.

Proust indirectly beneficially owns 1,027,773 warrants, 700,000 of which are exercisable into common stock at a price of $0.60 per share until January 28, 2024, 131,305 of which are exercisable into common stock at a price of $0.60 per share until January 31, 2025, 196,468 of which are exercisable into common stock at a price of $0.60 per share until February 17, 2025 and holds 550,000 stock options, 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, 100,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027, 105,000 of which are exercisable into common stock at a price of $0.53 per share until February 21, 2028 and 120,000 of which are exercisable into common stock at a price of $0.26 per share until September 22, 2028.

Vehrs, a director, holds 25,000 shares of common stock and 12,500 warrants which are exercisable into common stock at a price of $0.60 per share until January 31, 2025, and 290,000 stock options, 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, 100,000 of which are exercisable into common stock at a price of C$0.65 per share until February 7, 2027, 105,000 of which are exercisable into common stock at a price of $0.53 per share until February 21, 2028 and 25,000 of which are exercisable into common stock at a price of $0.26 per share until September 22, 2028.

Lepard, a director, holds 766,875 shares of common stock and indirectly beneficially owns an additional 135,000 shares of common stock through his children and 904,000 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.

Lepard also holds 305,000 stock options, 100,000 of which are exercisable into common stock at a price of C$0.70 per share until August 21, 2024, 100,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027 and 105,000 of which are exercisable into common stock at a price of $0.53 per share until February 21, 2028, and 362,500 warrants, 200,000 of which are exercisable into common stock at a price of C$1.00 per share until August 19, 2024, 150,000 of which are exercisable into common stock at a price of $0.60 per share until January 28, 2024 and 12,500 of which are exercisable into common stock at a price of $0.60 per share until February 17, 2025.

Lepard is deemed to indirectly beneficially own 593,750 warrants held by Sea View Investments, LLC, 500,000 of which are exercisable into common stock at a price of $0.60 per share until January 28, 2024 and 93,750 of which are exercisable into common stock at a price of $0.60 per share until February 17, 2025.

Lepard is the sole member and a 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 (10).

(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.

Daniel Oliver Jr., a director, holds 489,000 warrants, 374,000 of which are exercisable into common stock at a price of $1.00 per share until September 9, 2024 and 115,000 of which are exercisable into common stock at a price of $0.60 per share until February 17, 2025, and 94,070 stock options which are exercisable into common stock at a price of $0.26 per share until September 22, 2028.

Oliver is deemed to indirectly beneficially own the securities that are beneficially owned by Myrmikan Gold Fund LLC.

See note (11).

Nauman, a director, holds 94,070 stock options which are exercisable into common stock at a price of $0.26 per share until September 22, 2028.

EMA GARP FUND, LP holds 2,279,656 shares of common stock and 1,087,500 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, 625,000 of which are exercisable into common stock at a price of $0.60 per share until January 28, 2024 and 62,500 of which are exercisable into common stock at a price of $0.60 per share until February 17, 2025.

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.

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

See note (7).

Myrmikan Gold Fund LLC holds 2,692,849 shares of common stock and 1,070,834 warrants, 85,000 of which are exercisable into common stock at a price of C$1.00 per share until August 19, 2024, 173,334 of which are exercisable into common stock at a price of $1.00 per share until July 31, 2024, 625,000 of which are exercisable into common stock at a price of $0.60 per share until January 28, 2024 and 187,500 of which are exercisable into common stock at a price of $0.60 per share until January 31, 2025.

Daniel Oliver Jr., one of our directors, is the managing member of Myrmikan Gold Fund LLC (the "Fund").

Myrmikan Capital, LLC, an investment adviser, is the manager of the Fund (the "Manager").

Oliver owns a 97.5% membership interest in, and is the manager of, the Manager.

As the manager of the Fund, the Manager is deemed to share beneficial ownership of the shares beneficially owned by the Fund.

As the manager of the Manager, Mr.

Oliver is likewise deemed to share beneficial ownership of the shares beneficially owned by the Fund and the Manager.

See note (8).

Beneficially owned through Meridian Jerritt Canyon Corp., a wholly owned subsidiary of Yamana Gold Inc.

VBS Exchange Pty Ltd.

holds 3,000,000 shares of common stock and 1,750,000 warrants, 500,000 of which are exercisable into common stock at a price of $0.60 per share until January 28, 2024, 1,000,000 of which are exercisable into common stock at a price of $1.00 per share until July 31, 2024, and 250,000 of which are exercisable into common stock at a price of $0.60 per share until January 31, 2025.

VBS Investments Pty Ltd.

holds 100% of the issued share capital in VBS Exchange Pty Ltd and therefore indirectly beneficially owns all of our equity securities that are beneficially owned by VBS Exchange Pty Ltd.

Beneficially owned through 9458-2855 Quebec Inc., a company wholly owned by Michael Gentile.

Includes 2,142,000 shares of common stock and 1,911,000 warrants, 1,680,000 of which are exercisable into common stock at a price of $0.60 per share until January 28, 2024 and 231,000 of which are exercisable into common stock at a price of $0.60 per share until February 17, 2025.

Less than 1%.

26 unchanged sentences

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

Daniel Oliver Jr.

is the manager of Myrmikan Capital, LLC, which, in turn, is the manager of Eridanus Capital, LLC ("Eridanus").

Eridanus provided a secured loan to our wholly owned subsidiary, Rise Grass Valley in 2019.

Oliver currently has a 20% membership interest in Eridanus.

Oliver was appointed to our Board of Directors on July 10, 2023.

Rise Grass Valley and Eridanus entered into a loan agreement dated for reference August 30, 2019 (the "Loan Agreement") pursuant to which Eridanus provided a $1,000,000 secured loan (the "Loan") to Rise Grass Valley.

As partial consideration for entering into the Loan Agreement, we issued 1,150,000 share purchase warrants to Eridanus.

Each warrant entitled Eridanus to purchase one share of our common stock at a price of CAD$1.00 per share for a period of 3 years from the date of issuance of the warrants, which expiry date has been extended to September 9, 2024.

Eridanus subsequently transferred its warrants to its members.

As a result, Mr.

Oliver acquired 374,000 of those warrants.

The Loan Agreement provided for an initial term of two years, with interest payable at 10% per annum compounded monthly, and an option to extend the term for an additional two years with interest payable at 20% per annum compounded monthly for the third year and at 25% per annum compounded monthly for the fourth year.

Rise Grass Valley exercised the option to extend the term of the loan.

Pursuant to an agreement dated January 27, 2023, Eridanus agreed to extend the maturity date of the Loan by one year to September 4, 2024 and to reduce the interest rate from 25% to 15% per annum compounded monthly for a period of 12 months from February 17, 2023.

After February 17, 2024, the rate of interest will revert to 25% per annum compounded monthly.

We paid $250,000 to Eridanus to reduce the outstanding Loan and we issued an aggregate of 575,000 share purchase warrants to the members of Eridanus in proportion to their respective interests.

As a member of Eridanus, Mr.

Oliver acquired 115,000 of those warrants.

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

Rise Grass Valley may prepay the Loan and accumulated interest in whole or in part.

As at July 31, 2023, $1,437,914 was owed to Eridanus under the Loan Agreement.

Director Independence

7 unchanged sentences

the director or a family member of the director is a current partner of the Company's outside auditor, or at any time during the past three years was a partner or employee of the company's outside auditor, and who worked on the company's audit.

We have determined that Murray Flanigan, Lawrence Lepard, John Proust, and Thomas Vehrs meet this definition of independence.

We have determined that Murray Flanigan, Lawrence Lepard, Clynton Nauman, Daniel Oliver, John Proust, and Thomas Vehrs meet this definition of independence.

Principal Accountant Fees and Services.

31 unchanged sentences

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

Exhibit Description

Loan Agreement between Rise Grass Valley Inc.

3 unchanged sentences

Evans, as trustee, for the benefit of Eridanus Capital, LLC dated August 30, 2019 (8)

January 27, 2023 Amendment to the Loan Agreement dated August 30, 2019 between Rise Grass Valley Inc.

and Eridanus Capital, LLC

Code of Ethics ( 9 )

31 unchanged sentences

RISE GOLD CORP.

/s/ Benjamin Mossman

Benjamin Mossman

Chief Executive Officer

/s/ Joseph Mullin

Joseph Mullin

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Benjamin Mossman

Benjamin Mossman

Chief Executive Officer and Director

/s/ Joseph Mullin

Joseph Mullin

President and Chief Executive Officer

(Principal Executive Officer)

1 unchanged sentence

/s/ Vince Boon

Chief Financial Officer, Treasurer

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

5 unchanged sentences

October 30, 2023

/s/ Benjamin Mossman

Benjamin Mossman

October 30, 2023

/s/ Thomas Vehrs

3 unchanged sentences

October 30, 2023

/s/ Daniel Oliver Jr.

Daniel Oliver Jr.

October 30, 2023

/s/ Clynt Nauman

October 30, 2023

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