What changed in this filing

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Item 1. Financial Statements

2023-12-12 compared with 2023-06-14 · 106 added, 121 removed, 304 unchanged (43% of the section changed)

6 unchanged sentences

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

PERIOD ENDED APRIL 30, 2023

PERIOD ENDED OCTOBER 31, 2023

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS:

8 unchanged sentences

(Expressed in United States Dollars)

April 30, 2023

October 31, 2023

July 31, 2023

15 unchanged sentences

Additional paid-in capital (Note 11)

Share subscription received in advance (Note 14)

Cumulative translation adjustment

3 unchanged sentences

Contingency (Note 7)

Subsequent event (Note 14)

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

3 unchanged sentences

(Expressed in United States Dollars)

ended April 30,

ended October 31,

Accretion expense (Note 9)

1 unchanged sentence

Filing and regulatory

Foreign exchange loss (gain)

Foreign exchange loss

General and administrative

5 unchanged sentences

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

Other income (expense)

Write-off on receivable

Net loss and comprehensive loss for the period

6 unchanged sentences

(Expressed in United States Dollars)

FOR THE NINE MONTHS ENDED APRIL 30,

FOR THE THREE MONTHS ENDED OCTOBER 31,

CASH FLOWS FROM OPERATING ACTIVITIES

11 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES

Private placement, net of issuance cost

Loan repayment

Proceeds from option exercise

Shares subscribed in advance

Net cash provided by financing activities

10 unchanged sentences

Additional Paid-

subscribed in

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, 2022

Share-based compensation

Loss for the period

Balance as at April 30, 2022

Balance as at July 31, 2023

Loss for the period

Balance as at October 31, 2022

Shares issued for cash, net of issuance cost

Loss for the period

Balance as at January 31, 2023

Shares issued for cash, net of issuance cost

Options exercise

Warrants issued for loan modification

Shares subscribed in advance

Share-based compensation

Loss for the period

Balance as at April 30, 2023

Balance as at October 31, 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 NINE-MONTH PERIOD ENDED APRIL 30, 2023

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2023

(Expressed in United States Dollars)

6 unchanged sentences

in the same manner.

On April 7, 2017, the Company changed its name to Rise Gold Corp.

On March 29, 2017, the Company changed its name to Rise Gold Corp.

These mergers were carried out solely for the purpose of effecting these changes of names.

On January 29, 2016, the Company completed an initial public offering in Canada and began trading on the Canadian Securities Exchange ("CSE") under trading symbol "RISE.CN" on February 1, 2016.

On September 18, 2020, the Company increased its authorized capital from 40,000,000 shares to 400,000,000 shares.

On January 29, 2016, the Company completed an initial public offering in Canada and began trading on the Canadian Securities Exchange ("CSE") on February 1, 2016.

The Company is in the early stages of exploration and as is common with any exploration company, it raises financing for its acquisition activities.

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

The accompanying consolidated 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 its assets and discharge its liabilities in the normal course of business.

The Company has incurred a loss of $ 1,378,425 for the period ended October 31, 2023 and has accumulated a deficit of $ 28,047,411 .

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.

There is no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company.

These events and conditions cast significant doubt about the Company's ability to continue as a going concern.

These events and conditions cast substantial doubt about the Company's ability to continue as a going concern.

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

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

At October 31, 2023, the Company had a working capital deficit of $ 193,225 (July 31, 2023 - working capital of $ 472,272 ).

BASIS OF PREPARATION

5 unchanged sentences

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

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.

The operating results for the three months ended October 31, 2023 are not necessarily indicative of the results that may be expected for the year ended July 31, 2024.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2023

(An Exploration Stage Company) NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2023

(Expressed in United States Dollars)

13 unchanged sentences

CASH AND CASH EQUIVALENTS

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

As at October 31, 2023, the balance of cash and cash equivalents is $ 686,283 (July 31, 2023:

$ 758,272 ) of which $ 236,046 (July 31, 2023:

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

$ 682,807 ) is cash equivalents related to Guaranteed Investment Certificates (GICs) held during the period.

PREPAID EXPENSES

April 30, 2023

October 31, 2023

July 31, 2023

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2023

(An Exploration Stage Company) NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2023

(Expressed in United States Dollars)

2 unchanged sentences

Idaho-Maryland, California

July 31, 2022 and April 30, 2023

July 31, 2023 and October 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.

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

As of October 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.

12 unchanged sentences

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2023

(An Exploration Stage Company) NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 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 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

As at October 31, 2023, the Company has incurred cumulative exploration expenditures of $ 9,092,507 on the Idaho-Maryland Gold Mine property as follows:

Three months ended

October 31, 2023

July 31, 2023

4 unchanged sentences

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2023

(An Exploration Stage Company) NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2023

(Expressed in United States Dollars)

2 unchanged sentences

At July 31, 2023

At April 30, 2023

At October 31, 2023

Accumulated depreciation

1 unchanged sentence

At July 31, 2023

At April 30, 2023

At October 31, 2023

Total carrying value, July 31, 2023

Total carrying value, April 30, 2023

Total carrying value, October 31, 2023

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

7 unchanged sentences

The remuneration of the key management personnel is as follows:

a) Salaries of $ 101,250 (2022 - $ 101,250 ) to the CEO of the Company.

a) Salaries of $ 84,301 (2023 - $ 33,750 ) to the previous CEO of the Company.

Consulting fees of $ 14,182 and $ 16,303 (2023 - $ Nil and $ Nil ) to the CEO and an advisor of the Company

b) Director fees of $ 28,022 (2023 - $ 20,000 ) to directors of the Company.

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).

c) During the period ended October 31, 2023, the Company paid $ 33,147 (2023 - $ 33,833 ) in professional and consulting fees to a company controlled by a director of the Company.

d) Share-based compensation of $ 90,361 (2023 - $ Nil ) for options granted during the period ended.

e) As at October 31, 2023 and July 31, 2023, $ 83,440 and $ 51,159 were owed to related parties, respectively.

f) As at October 31, 2023, certain directors of the Company subscribed an aggregate of 2,113,332 units of the private placement for gross proceeds of $ 380,400 (2023 - $ Nil ).

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2023

(An Exploration Stage Company) NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2023

(Expressed in United States Dollars)

RELATED PARTY TRANSACTIONS (continued)

g) A director of the Company is a manager of a private company which manages Eridanus Capital, LLC, a company that provided a secured loan to the Company's wholly owned subsidiary, Rise Grass Valley in 2019.

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

10 unchanged sentences

Accretion expense

Issuance costs

Balance, July 31, 2023

1 unchanged sentence

Accretion expense

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.

Balance, October 31, 2023

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

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 % compounding monthly for a period of 12 months after which it reverts to 25 % per annum, compounding monthly.

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

2 unchanged sentences

The fair value of these warrants was calculated to be $ 154,218 which was netted against the loan payable balance.

RISE GOLD CORP.

(An Exploration Stage Company) NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2023

(Expressed in United States Dollars)

LOAN PAYABLE (continued)

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

March 17, 2023

February 17, 2023

Risk-free interest rate

4 unchanged sentences

Forfeiture rate

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2023

(Expressed in United States Dollars)

DERIVATIVE LIABILITY

11 unchanged sentences

Fair value adjustment

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

Balance, October 31, 2023

For the three-month period ended October 31, 2023, the Company recorded a total loss on fair value of derivative liability of $ 82,481 during the period (October 31, 2022 - gain of $ 17,984 ).

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

October 31, 2023

July 31, 2023

6 unchanged sentences

151.04 % to 154.60 %

Share price at measurement date

Forfeiture rate

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2023

(An Exploration Stage Company) NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2023

(Expressed in United States Dollars)

1 unchanged sentence

Private Placements

On January 31, 2022, the Company completed a non-brokered private placement for gross proceeds totalling $ 2,407,000 through the issuance of 6,017,500 units at a price of $ 0.40 per unit, where each unit consists of one share of common stock and one share purchase warrant.

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

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

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 .

On February 17, 2023, the Company completed a non-brokered private placement over two tranches for gross proceeds totaling $ 3,000,000 through the issuance of 7,500,000 units in total at a price of $ 0.40 per unit, where each unit consisted of one share of common stock and one-half of one share purchase warrant.

Each whole warrant entitles the holder to acquire one additional share of common stock 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 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 share of common stock 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 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.

On September 22, 2023, the Company granted a total of 397,780 stock options with a fair value of $ 90,361 to officers and directors of the Company.

The stock options are exercisable at a price of $ 0.26 per share until September 22, 2028.

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

RISE GOLD CORP.

(An Exploration Stage Company) NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2023

(Expressed in United States Dollars)

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

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

November 30, 2023 *

3 unchanged sentences

February 21, 2028

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2023

(Expressed in United States Dollars)

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

As at April 30, 2023, the aggregate intrinsic value of the Company's stock options is $ Nil (July 31, 2022 - $ Nil ).

September 22, 2028

*expired unexercised subsequent to October 31, 2023

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

Stock option transactions are summarized as follows:

4 unchanged sentences

Options granted

Balance outstanding and exercisable, July 31, 2022

Options granted

Options cancelled

1 unchanged sentence

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

Balance outstanding and exercisable, July 31, 2023

Options granted

Balance outstanding and exercisable, October 31, 2023

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

October 31, 2023

July 31, 2023

2 unchanged sentences

Expected annualized volatility

Share price at grant date

Forfeiture rate

RISE GOLD CORP.

(An Exploration Stage Company) NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2023

(Expressed in United States Dollars)

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

Share-Based Payments

6 unchanged sentences

All other terms and conditions of the warrants remain unchanged.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 April 30, 2023:

The following warrants were outstanding at October 31, 2023:

August 19, 2024

13 unchanged sentences

Warrants expired

Balance, July 31, 2022

Warrants issued

Warrants expired

Balance, April 30, 2023

Balance, July 31, 2023 and October 31, 2023

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2023

(An Exploration Stage Company) NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 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:

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

For the period ended October 31, 2023:

a) The Company accrued $ 63,543 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:

For the period ended October 31, 2022:

a) Company accrued $ 97,815 of interest expense as part of the outstanding balance of loan payable.

5 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 EVENT

As at October 31, 2023, the Company recorded $ 440,868 in share subscriptions received for a subsequently completed private placement.

Subsequent to the period ended October 31, 2023, the Company completed a non-brokered private placement over two tranches for gross proceeds totaling $ 967,957 through the issuance of 5,377,541 units in total at a price of $ 0.18 per unit with each unit comprising of one share of common stock and one-half of one share purchase warrant.

Each whole warrant entitles the holder to acquire one additional share of common stock at an exercise price of $ 0.26 for a period of two years from the date of issuance.

The Company paid fees of $ 6,480 and issued 36,000 finder's warrants where each finder's warrant entitles the holder to acquire one share at a price of $ 0.26 until November 7, 2025 .

Subsequent to the period ended October 31, 2023, the Company granted a total of 707,752 stock options to directors of the Company exercisable at $ 0.25 per share until December 12, 2028 .

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