What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-12-12 compared with 2023-06-14 · 75 added, 59 removed, 78 unchanged (63% of the section changed)

11 unchanged sentences

Our primary asset is our interest in the Idaho-Maryland Gold Mine property (the "I-M Mine Property"), which is a major past producing high-grade property near Grass Valley, California, United States, which we own outright through our wholly owned Nevada subsidiary, Rise Grass Valley Inc.

("Rise Grass Valley").

Our common stock is currently listed in Canada on the Canadian Securities Exchange (the "CSE") under the symbol "RISE".

We are a reporting issuer in British Columbia, Alberta, and Ontario in Canada.

Our common stock is also currently traded in the United States on the OTCQX under the symbol "RYES".

Our common stock is also currently traded in the United States on the OTCQX Market under the symbol "RYES".

We are an SEC reporting company by virtue of our class of common stock being registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Business Development

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.

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

On September 6, 2023, the Company submitted a Petition to the County of Nevada, California (the "County") asserting its vested right to mine at the I-M Mine Property.

As demonstrated in the Petition, mining operations on the I-M Mine Property are a vested use, protected under the California and federal Constitutions, and a use permit is not required for mining operations to continue.

The Company owns the I-M Mine Property consisting of 175 acres of surface land and a 2,560 acre mineral estate (the "Vested Mine Property"), located in the County.

Before the I-M Mine Property was consolidated into its current configuration in 1941, it existed as multiple historical mines and operations.

For the vested right to be recognized by the County, the Company needs to demonstrate the fact that mine operations were being conducted both before and immediately after the County first required a permit to mine in 1954.

The Petition and its exhibits are replete with historical evidence that mining was conducted at the I-M Mine Property prior to, during, and after 1954, when the County first required a use permit.

Once vested, this right to mine endures unless it is abandoned, which has not occurred.

Abandonment only occurs if two conditions are met:

(1) there is evidence of a property owner's actual intent to abandon the vested mining right;

and (2) an overt act (or failure to act) demonstrating such intent.

The California Supreme Court has held that a vested mining right is not abandoned merely because the mine has been inactive for periods of time, and the Court has found that cessation of use alone does not constitute abandonment of a mine.

The evidence set out in the Petition establishes the various previous owners evidenced their intent to retain the vested right to mine by continuously recording mineral reservations, entering into leases, and making plans for resuming mining in the future, even when mining operations were suspended.

There is no evidence that any owner of the I-M Mine Property intended to abandon the vested mining right or took an overt act demonstrating that intent (let alone both).

In addition, the vested right was already confirmed in 1980 by the County.

The Nevada County Board of Supervisors ("Board of Supervisors") will hold a public hearing regarding the Company's Petition on December 13 and 14, 2023.

We are subject to the vested rights being confirmed by the County.

A decision on the Petition is not discretionary, rather the Board of Supervisors must decide whether to confirm the vested rights by reviewing the historical facts in light of how the California Supreme Court has interpreted the relevant legal principles.

Subsequent to the period ended October 31, 2023, the Company provided an update on its vested rights at the I-M Mine Property.

To view the full version of the November 30, 2023 press release, please visit https://www.risegoldcorp.com/news_items.

On December 7, 2023, the Company announced that it has completed two tranches of non-brokered private placements that total $967,957 through the sale of 5,377,541 total units 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.

On September 26, 2023, the Company granted a total of 397,780 stock options 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 Company appointed Joseph Mullin as President and CEO of the Company as at September 25, 2023.

Ben Mossman will continue in his position as a director of the Company and serve as an advisor.

The Company also appointed two new directors in Clynton Nauman on September 7, 2023, and Daniel Oliver Jr.

on July 10, 2023.

On June 5, 2023, the Company sent a letter to the Board of Supervisors that highlights significant irregularities with the May 10 to 11, 2023 Planning Commission Hearing regarding the Company's proposed mining operations at the I-M Mine Property (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").

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

The 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.

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 $1,247 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.

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.

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.

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

The Eridanus warrants and any shares of common stock 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 $154,218, 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.

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.

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.

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 common 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.

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 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 3,870,662 units of the private placement for gross proceeds of $1,548,265.

The Company paid fees of $4,014 and issued 10,440 finder's warrants, 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.

Plan of Operations

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.

The Company submitted the application for a Use Permit to Nevada County on November 21, 2019.

On April 28, 2020, with a vote of 5-0, the Nevada County ("County") Board of Supervisors approved the contract for Raney Planning & Management Inc.

As at October 31, 2023, the Company had a cash balance of $686,283, compared to a cash balance of $758,272 as at July 31, 2023.

Our plan of operations for the next 12 months is to complete the vested rights hearings in the County.

We are subject to the vested rights being confirmed by the Board of Supervisors of the County.

If the Board denies the Petition, the County will schedule a public hearing with the Board of Supervisors to consider approval of the original Use Permit application.

On September 6, 2023, the Company submitted a Petition to the County asserting its vested right to mine at the I-M Mine Property.

The Board of Supervisors will hold a public hearing regarding the Company's Petition on December 13 and 14, 2023.

The Company had previously submitted the application for a Use Permit to the County on November 21, 2019.

On April 28, 2020, with a vote of 5-0, the Board of Supervisors approved the contract for Raney Planning & Management Inc.

("Raney") to prepare an Environmental Impact Report ("EIR") and conduct contract planning services on behalf of the County for the proposed Idaho-Maryland Mine Project.

On January 4, 2022, the Company announced that the Nevada County government released the Draft Environmental Impact Report for the Idaho-Maryland Mine Project.

On January 4, 2022, the Company announced that the County government released the Draft EIR for the Idaho-Maryland Mine Project.

The public comment period ended on April 4, 2022.

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

On December 16, 2022, the Company announced that the County released the FEIR for the Idaho-Maryland Mine Project.

The 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 Board of Supervisors that the FEIR not be certified and that the Use Permit be denied.

Project Design

4 unchanged sentences

Processing equipment and operations would be fully enclosed in attractive modern buildings and numerous mature trees located on the perimeter of the Brunswick site would be retained to provide visual shielding of aboveground project facilities and operations.

The Company would produce barren rock from underground tunnelling and sand tailings as part of the project which would be used for creation of approximately 58 acres of level and useable industrial zoned land for future economic development in Nevada County.

A water treatment plant and pond, using conventional processes, would ensure that groundwater pumped from the mine is treated to regulatory standards before being discharged to the local waterways.

1 unchanged sentence

Approximately 300 employees would be required if the mine reaches full production.

The Company has one full-time employee, which is the Chief Executive Officer.

Our other officers and directors provide services to us on an as-needed basis, and we plan to rely on their efforts, as well as those of a number of independent consultants, to manage our operations for the foreseeable future.

During the year ended July 31, 2023, and until September 23, 2023, the Company had one full-time employee, which was the former Chief Executive Officer and President, who now serves as an advisor to the Company.

Our current Chief Executive Officer and President provides services pursuant to a consulting agreement, and other officers and directors provide services to us on an as-needed basis.

We plan to rely on their efforts, as well as those of a number of independent consultants, to manage our operations for the foreseeable future.

Government Regulations

2 unchanged sentences

Our exploration and development activities will be subject to extensive federal, state and local laws, regulations and permits governing protection of the environment.

Among other things, our operations must comply with the provisions of the Federal Mine Safety and Health Act of 1977 as administered by the United States Department of Labor.

Among other things, its operations must comply with the provisions of the Federal Mine Safety and Health Act of 1977 as administered by the United States Department of Labor.

Our plan is to conduct our operations in a way that safeguards public health and the environment.

We believe that our operations comply with applicable environmental laws and regulations in all material respects.

The costs associated with implementing and complying with environmental requirements can be substantial and possible future legislation and regulations could cause us to incur additional operating expenses, capital expenditures, restrictions and delays in developing or conducting operations on our properties, including the I-M Mine Property, the extent of which cannot be predicted with any certainty.

The costs associated with implementing and complying with environmental requirements can be substantial and possible future legislation and regulations could cause us to incur additional operating expenses, capital expenditures, restrictions and delays in developing or conducting operations on its properties, including the I-M Mine Property, the extent of which cannot be predicted with any certainty.

Results of Operations

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

For the Periods Ended October 31, 2023 and 2022

Accretion expense $ 30,113 $ 28,963

2 unchanged sentences

Filing and regulatory 12,907 8,550

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

Foreign exchange loss 12,987 40,958

General and administrative 145,159 80,883

7 unchanged sentences

Gain (loss) on fair value adjustment on derivative liability (82,481 ) 17,984

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

Write-off on receivable (64,438 ) -

Other income 7,547 -

Net loss and comprehensive loss for the period $ (1,378,425 ) $ (684,538 )

1 unchanged sentence

Weighted average number of common shares outstanding (basic and diluted) 40,362,800

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

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

Liquidity and Capital Resources

5 unchanged sentences

Working Capital $ (193,225 ) $ 472,272 $ 636,617

For the nine-month

period ended April

30, 2023 For the nine-month

period ended April

For the three-month

October 31, 2023 For the three-month

October 31, 2022

Net Cash used in Operating Activities $ (512,857 ) $ (305,113 )

1 unchanged sentence

Net Cash provided by Financing Activities $ 440,868 $ -

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

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.

Net increase/(decrease) in Cash During the Period $ (71,989 ) $ (305,113 )

As of October 31, 2023, the Company had $686,283 in cash, $808,189 in current assets, $5,480,145 in total assets, $1,001,414 in current liabilities and $1,754,066 in non-current liabilities, a working capital deficit of $193,225 and an accumulated deficit of $28,047,411.

During the three-month period ended October 31, 2023, the Company used $512,857 (2022 - $305,113) 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 had no investing activities during the three-month period ending October 31, 2023 (October 31, 2022 - $Nil).

The Company received net cash of $440,868 (2022 - $Nil) from financing activities related to the private placement during the three-month periods ending October 31, 2023.

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