Rise Gold Corp. 10-Q

ITEM 1. FINANCIAL STATEMENTS. The condensed consolidated interim financial statements of Rise Gold Corp. ("we", "us", "our", the "Company", or the "registrant"), a Nevada corporation, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, the condensed consolidated interim financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company in the Company's Form 10-K for the fiscal year ended July 31, 2023. RISE GOLD CORP. (AN EXPLORATION STAGE COMPANY) CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PERIOD ENDED OCTOBER 31, 2023 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS: Page Consolidated Interim Balance Sheets 1 Consolidated Interim Statements of Loss and Comprehensive Loss 2 Consolidated Interim Statements of Cash Flows 3 Consolidated Interim Statements of Stockholders' Equity 4 Notes to Unaudited Consolidated Interim Financial Statements 5 RISE GOLD CORP. (An Exploration Stage Company) CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS (Expressed in United States Dollars) (Unaudited) AS AT October 31, 2023 July 31, 2023 ASSETS Current Cash and cash equivalents (Note 3) $ 686,283 $ 758,272 Receivables 7,181 82,529 Prepaid expenses (Note 4) 114,725 140,042 Total current assets 808,189 980,843 Non-current Mineral property interests (Note 5) 4,149,053 4,149,053 Equipment (Note 6) 522,903 528,465 Total assets $ 5,480,145 $ 5,658,361 LIABILITIES AND STOCKHOLDERS' EQUITY Current Accounts payable and accrued liabilities $ 917,974 $ 457,412 Payable to related parties (Note 8) 83,440 51,159 Total current liabilities 1,001,414 508,571 Non-current Loan payable (Note 9) 1,531,570 1,437,914 Derivative liability (Note 10) 222,496 140,015 Total liabilities 2,755,480 2,086,500 Stockholders' equity Capital stock, $ 0.001 par value, 400,000,000 shares authorized; 40,362,800 shares issued and outstanding (Note 11) 40,363 40,363 Additional paid-in capital (Note 11) 30,394,929 30,304,568 Share subscription received in advance (Note 14) 440,868 - Cumulative translation adjustment ( 104,084 ) ( 104,084 ) Deficit ( 28,047,411 ) ( 26,668,986 ) Total stockholders' equity 2,724,665 3,571,861 Total liabilities and stockholders' equity $ 5,480,145 $ 5,658,361 Nature and continuance of operations (Note 1) Contingency (Note 7) Subsequent event (Note 14) The accompanying notes are an integral part of these condensed consolidated interim financial statements. 1 RISE GOLD CORP. (An Exploration Stage Company) CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (Expressed in United States Dollars) (Unaudited) Three months Three months ended October 31, ended October 31, 2023 2022 EXPENSES Accretion expense (Note 9) $ 30,113 $ 28,963 Consulting 52,583 105,570 Directors' fees 28,022 20,000 Filing and regulatory 12,907 8,550 Foreign exchange loss 12,987 40,958 General and administrative 145,159 80,883 Geological, mineral, and prospect costs (Note 5) 361,525 123,989 Interest expense (Note 9) 63,543 97,815 Professional fees 337,541 154,096 Promotion and shareholder communication 20,011 7,948 Salaries 84,301 33,750 Share-based compensation (Note 11) 90,361 - Loss $ ( 1,239,053 ) $ ( 702,522 ) Gain (loss) on fair value adjustment on derivative liability (Note 10) ( 82,481 ) 17,984 Write-off on receivable ( 64,438 ) - Other income 7,547 - Net loss and comprehensive loss for the period $ ( 1,378,425 ) $ ( 684,538 ) Basic and diluted loss per common share $ ( 0.03 ) $ ( 0.02 ) Weighted average number of common shares outstanding (basic and diluted) 40,362,800 32,787,798 The accompanying notes are an integral part of these condensed consolidated interim financial statements. 2 RISE GOLD CORP. (An Exploration Stage Company) CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (Expressed in United States Dollars) (Unaudited) FOR THE THREE MONTHS ENDED OCTOBER 31, 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES Loss for the period $ ( 1,378,425 ) $ ( 684,538 ) Items not involving cash Depreciation 5,562 5,653 Interest expense 63,543 97,815 Share-based compensation 90,361 - Accretion expense 30,113 28,963 Loss (gain) on fair value adjustment on derivative liability 82,481 ( 17,984 ) Non-cash working capital item changes: Receivables 75,348 12,428 Prepaid expenses 25,317 62,703 Accounts payable and accrued liabilities 460,562 166,164 Related party payables 32,281 23,683 Net cash used in operating activities ( 512,857 ) ( 305,113 ) CASH FLOWS FROM FINANCING ACTIVITIES Shares subscribed in advance 440,868 - Net cash provided by financing activities 440,868 - Change in cash and cash equivalents for the period ( 71,989 ) ( 305,113 ) Cash and cash equivalents, beginning of period 758,272 471,918 Cash and cash equivalents, end of period $ 686,283 $ 166,805 Supplemental disclosure with respect to cash flows (Note 12) The accompanying notes are an integral part of these condensed consolidated interim financial statements. 3 RISE GOLD CORP. (An Exploration Stage Company) CONDENSED CONSOLIDATED INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY (Expressed in United States Dollars) (Unaudited) Capital Stock Additional Paid- in Capital Shared subscribed in advance Cumulative Translation Adjustment Number Amount Deficit Total Balance as at July 31, 2022 32,787,798 $ 32,788 $ 26,678,566 $ - $ ( 104,084 ) $ ( 23,008,604 ) $ 3,598,666 Loss for the period - - - - - ( 684,538 ) ( 684,538 ) Balance as at October 31, 2022 32,787,798 $ 32,788 $ 26,678,566 $ - $ ( 104,084 ) $ ( 23,693,142 ) $ 2,914,128 Balance as at July 31, 2023 40,362,800 $ 40,363 $ 30,304,568 $ - $ ( 104,084 ) $ ( 26,668,986 ) $ 3,571,861 Loss for the period - - - - - ( 1,378,425 ) ( 1,378,425 ) Shares subscribed in advance - - - 440,868 - - 440,868 Share-based compensation - - 90,361 - - - 90,361 Balance as at October 31, 2023 40,362,800 $ 40,363 $ 30,394,929 $ 440,868 $ ( 104,084 ) $ ( 28,047,411 ) $ 2,724,665 The accompanying notes are an integral part of these condensed consolidated interim financial statements. 4 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) (Unaudited) 1. NATURE AND CONTINUANCE OF OPERATIONS Rise Gold Corp. (the "Company") was originally incorporated as Atlantic Resources Inc. in the State of Nevada on February 9, 2007 and is in the exploration stage. On April 11, 2012, the Company merged its wholly-owned subsidiary, Patriot Minefinders Inc., a Nevada corporation, in and to the Company to effect a name change to Patriot Minefinders Inc. On January 14, 2015, the Company completed a name change to Rise Resources Inc. in the same manner. 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 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 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 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. At October 31, 2023, the Company had a working capital deficit of $ 193,225 (July 31, 2023 - working capital of $ 472,272 ). 2. BASIS OF PREPARATION Generally Accepted Accounting Principles These unaudited condensed consolidated interim financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America ("US GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC") for financial information with the instructions to Form 10-Q and Regulation S-K. Results are not necessarily indicative of results which may be achieved in the future. The unaudited condensed consolidated interim financial statements should be read in conjunction with the Company's Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with Management's Discussion and Analysis, for the year ended July 31, 2023. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such SEC rules and regulations. These financial statements follow the same accounting policies in the annual financial statements. 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. 5 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) (Unaudited) 2. BASIS OF PREPARATION (continued) Basis of Consolidation These condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiary, Rise Grass Valley Inc. All significant intercompany accounts and transactions have been eliminated on consolidation. Subsidiaries Subsidiaries are all entities over which the Company has exposure to variable returns from its involvement and has the ability to use power over the investee to affect its returns. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company until the date on which control ceases. The accounts of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Intercompany transactions, balances and unrealized gains or losses on transactions are eliminated upon consolidation. Use of Estimates The preparation of these financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant areas requiring the use of estimates include the carrying value and recoverability of mineral properties and the recognition of deferred tax assets based on the change in unrecognized deductible temporary tax differences. Actual results could differ from those estimates and would impact future results of operations and cash flows. 3. CASH AND CASH EQUIVALENTS 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: $ 682,807 ) is cash equivalents related to Guaranteed Investment Certificates (GICs) held during the period. 4. PREPAID EXPENSES October 31, 2023 July 31, 2023 Current Insurance $ 54,187 $ 79,758 Deposits 48,011 50,539 Other 12,527 9,745 Total $ 114,725 $ 140,042 6 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) (Unaudited) 5. MINERAL PROPERTY INTERESTS The Company's mineral properties balance consists of: Idaho-Maryland, California July 31, 2023 and October 31, 2023 $ 4,149,053 Title to mineral properties Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain mineral titles. Additionally, the potential for problems arising from the frequently ambiguous conveying history characteristic of many mineral properties also exist. 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. Idaho-Maryland Gold Mine Property, California On August 30, 2016, the Company entered into an option agreement with three parties to purchase a 100 % interest in and to the Idaho-Maryland Gold Mine property located near Grass Valley, California, United States; pursuant to the option agreement, in order to exercise the option, the Company was required to pay $ 2,000,000 by November 30, 2016. Upon execution of the option agreement, the Company paid the vendors a non-refundable cash deposit in the amount of $ 25,000 , which was credited against the purchase price of $ 2,000,000 upon exercise of the option. On November 30, 2016, the Company negotiated an extension of the closing date of the option agreement to December 26, 2016, in return for a cash payment of $ 25,000 , which was also credited against the purchase price of $ 2,000,000 upon exercise of the option. On December 28, 2016, the Company negotiated a further no-cost extension of the closing date of the option agreement to April 30, 2017. On January 25, 2017, the Company exercised the option by paying the net amount owing of $ 1,950,000 and acquired a 100 % interest in the Idaho-Maryland Gold Mine property. In connection with the option agreement, the Company agreed to pay a cash commission of $ 140,000 equal to 7 per cent of the purchase price of $ 2,000,000 ; the commission was settled on January 25, 2017 through the issuance of 92,000 units valued at C$ 2.00 per unit. Each unit consists of one share of common stock and one transferable share purchase warrant exercisable into one share of common stock at a price of C$ 4.00 for a period of two years from the date of issuance. On January 24, 2019, these warrants expired unexercised. The Company also incurred additional transaction costs of $ 109,053 , which have been included in the carrying value of the Idaho-Maryland Gold Mine. 7 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) (Unaudited) 5. MINERAL PROPERTY INTERESTS (continued) Idaho-Maryland Gold Mine Property, California (continued) On January 6, 2017, the Company entered into an option agreement with Sierra Pacific Industries Inc. ("Sierra") to purchase a 100 % interest in and to certain surface rights near Grass Valley, California, United States, contiguous to the Idaho-Maryland Gold Mine property acquired by the Company on January 25, 2017. Pursuant to the option agreement, in order to exercise the option, the Company was required to pay $ 1,900,000 by March 31, 2017. Upon execution of the option agreement, the Company paid the vendors a non-refundable cash deposit in the amount of $ 100,000 , which was credited against the purchase price of $ 1,900,000 upon exercise of the option. On April 3, 2017, the Company negotiated an extension of the closing date of the option agreement to June 30, 2017, in return for a cash payment of $ 200,000 , at which time a payment of $ 1,600,000 was due in order to exercise the option. On June 7, 2017, the Company negotiated an extension of the closing date of the option agreement to September 30, 2017, in return for a cash payment of $ 300,000 , at which time a payment of $ 1,300,000 was due in order to exercise the option. On May 14, 2018, the Company completed the purchase of the surface rights by making the final payment of $ 1,300,000 . 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 Year ended July 31, 2023 Idaho-Maryland Gold Mine expenditures: Opening balance $ 8,730,982 $ 7,958,346 Consulting 333,321 629,183 Depreciation 5,562 22,971 Engineering 2,014 20,370 Exploration - ( 28,183 ) Logistics - 21,815 Rent 20,628 97,332 Supplies - 9,148 Sampling - - Total expenditures for the period 361,525 772,636 Closing balance $ 9,092,507 $ 8,730,982 8 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) (Unaudited) 6. EQUIPMENT Cost Drilling equipment At July 31, 2022 $ 644,847 At July 31, 2023 $ 644,847 At October 31, 2023 $ 644,847 Accumulated depreciation At July 31, 2022 $ 93,411 Depreciation 22,971 At July 31, 2023 $ 116,382 Depreciation 5,562 At October 31, 2023 $ 121,944 Total carrying value, July 31, 2023 $ 528,465 Total carrying value, October 31, 2023 $ 522,903 7. CONTINGENCY During the year ended July 31, 2014, the Company entered into a binding letter of intent ("LOI") with Wundr Software Inc. ("Wundr"). Under the terms of the LOI, the Company would acquire 100% of the issued and outstanding common shares of Wundr. The Company did not complete the transactions contemplated in the LOI, which the Company announced had expired on January 10, 2014. On September 17, 2014, the Company learned that it was the subject, along with a number of additional defendants, of a notice of civil claim (the "Claim") filed in the Supreme Court of British Columbia by Wundr, under which Wundr is seeking general damages from the Company as well as damages for conspiracy to cause economic harm. None of the allegations contained in the Claim have been proven in court. Management has assessed that the probability of the Claim resulting in an unfavourable outcome and financial loss to the Company is unlikely. 8. RELATED PARTY TRANSACTIONS Key management personnel consist of the Chief Executive Officer, Chief Financial Officer, and the directors of the Company. The remuneration of the key management personnel is as follows: 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 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 ). 9 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) (Unaudited) 8. 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. 9. LOAN PAYABLE On September 3, 2019, the Company completed a debt financing with Eridanus Capital LLC (the "Lender" or "Eridanus") for $ 1,000,000 (the "Loan"). The Loan has a term of 4 years and an annual interest rate of 10 % for the first two years increasing to 20 % in year 3 and to 25 % in year 4. Interest will accrue and be paid along with the principal upon the maturity date. The Lender received 1,150,000 bonus share purchase warrants as additional consideration for advancing the Loan. The fair value of these warrants was calculated to be $ 444,942 which was netted against the loan payable balance along with $ 15,000 paid to the lender for a total of $ 459,942 in issuance costs. Each warrant entitles the holder to acquire one share of common stock at an exercise price of $ 0.80 (C$ 1.00 ) for a period of three years from the date of issuance. The Loan may be repaid prior to the maturity date, in whole or in part, provided that all accrued interest is paid. In addition, if total interest payments are less than $ 200,000 , the difference will be paid to the Lender as prepayment compensation. The Loan is secured against the assets of the Company and its subsidiary. Loan Payable Balance, July 31, 2022 $ 1,364,530 Interest expense 328,097 Accretion expense 149,505 Issuance costs ( 154,218 ) Repayment ( 250,000 ) Balance, July 31, 2023 $ 1,437,914 Interest expense 63,543 Accretion expense 30,113 Balance, October 31, 2023 $ 1,531,570 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. Accordingly, no gain or loss was recorded and a new effective interest rate of 32.67 % was established based on the carrying value of the debt and the revised cash flow. Each warrant entitles the holder to acquire one share at an exercise price of $ 0.60 for a period of two years from the date of issuance. The fair value of these warrants was calculated to be $ 154,218 which was netted against the loan payable balance. 10 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) (Unaudited) 9. LOAN PAYABLE (continued) The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants: February 17, 2023 Risk-free interest rate 4.15 % Expected life of warrants 2 years Expected annualized volatility 99.02 % Share price at grant date $ 0.53 Exercise price $ 0.60 Fair value $ 0.27 Dividend Nil Forfeiture rate 0 % 10. DERIVATIVE LIABILITY The exercise price of the Company's share purchase warrants is fixed in Canadian dollars and the functional currency of the Company is the USD. These warrants are considered to be a derivative as a variable amount of cash in the Company's functional currency will be received on exercise of the warrants. Accordingly, the share purchase warrants issued as part of past financings, are classified and accounted for as a derivative liability. The following table shows a continuity of the Company's derivative liability: Number of warrants accounted for as Warrant derivative derivative liability Balance, July 31, 2022 $ 373,910 4,991,645 Fair value adjustment ( 233,895 ) - Balance, July 31, 2023 $ 140,015 4,991,645 Fair value adjustment 82,481 - Balance, October 31, 2023 $ 222,496 4,991,645 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 Risk-free interest rate 4.63 % 4.67 % Expected life of warrants 0.67 to 0.80 years 0.93 to 1.05 years Expected annualized volatility 158.5 % to 167.04 % 151.04 % to 154.60 % Share price at measurement date $ 0.29 $ 0.19 Dividend Nil Nil Forfeiture rate 0 % 0 % 11 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) (Unaudited) 11. CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL Private Placements 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 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 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. 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. 12 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) (Unaudited) 11. CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL (continued) The following incentive stock options were outstanding and exercisable as at October 31, 2023: Number of Options Weighted Average Exercise Price (C$) Expiry Date 170,000 1.00 November 30, 2023 * 280,000 0.70 August 21, 2024 1,338,500 1.20 September 22, 2025 805,000 0.82 February 7, 2027 1,045,000 0.72 February 21, 2028 397,780 0.35 September 22, 2028 4,036,280 0.87 *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: Number of Options Weighted Average Exercise Price ($C) Balance outstanding and exercisable, July 31, 2022 3,038,500 1.02 Options granted 1,045,000 0.72 Options cancelled - 60,000 1.08 Options expired - 310,000 1.20 Options exercised - 75,000 0.50 Balance outstanding and exercisable, July 31, 2023 3,638,500 0.93 Options granted 397,780 0.35 Balance outstanding and exercisable, October 31, 2023 4,036,280 $ 0.87 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 Risk-free interest rate 4.21 % 3.58 % Expected life of stock options 5 years 5 years Expected annualized volatility 131.87 % 122.01 % Share price at grant date $ 0.26 $ 0.53 Dividend Nil Nil Forfeiture rate 0 % 0 % 13 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) (Unaudited) 11. CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL (continued) Share-Based Payments The Company has a stock option plan under which it is authorized to grant options to executive officers and directors, employees and consultants enabling them to acquire up to 10 % of the issued and outstanding common stock of the Company. Under the plan the exercise price of each option equals the market price of the Company's stock, less any applicable discount, as calculated on the date of grant. The options can be granted for a maximum term of 5 years with vesting determined by the board of directors. Warrants On June 14, 2022, the Company amended the term of 6,308,310 common share purchase warrants by extending their expiry dates by two years and adding an accelerated expiry provision. Between July 3, 2019 and September 21, 2020 the Company issued a total of 6,308,310 warrants to purchase shares of common stock of the Company in connection with various private placement financings and debt financings. 3,959,727 of these warrants were granted with an exercise price of CAD$ 1.00 per share ("CAD Priced Warrants") or optional currency settlement choice with amended expiry dates ranging from July 3, 2024 to September 9, 2024, and 2,348,583 of these warrants were granted with an exercise price of US$ 1.00 per share ("USD Priced Warrants") with amended expiry dates ranging from July 31, 2024 to September 21, 2024. All other terms and conditions of the warrants remain unchanged. The following warrants were outstanding at October 31, 2023: Number of Warrants Exercise Price (C$) Expiry Date 518,406 1.00 July 3, 2024 2,291,321 1.00 August 19, 2024 1,150,000 1.00 September 9, 2024 2,181,917 1.36 July 31, 2024 166,666 1.36 September 21, 2024 6,017,500 0.76 January 28, 2024 2,231,429 0.80 January 31, 2025 1,529,008 0.80 February 17, 2025 575,000 0.80 February 17, 2025 16,661,247 0.91 Warrant transactions are summarized as follows: Number of Warrants Weighted Average Exercise Price (C$) Balance, July 31, 2022 12,337,006 $ 0.95 Warrants issued 4,335,437 0.80 Warrants expired ( 11,196 ) 1.00 Balance, July 31, 2023 and October 31, 2023 16,661,247 0.91 14 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) (Unaudited) 12. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS 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. For the period ended October 31, 2022: a) Company accrued $ 97,815 of interest expense as part of the outstanding balance of loan payable. 13. SEGMENTED INFORMATION A reporting segment is defined as a component of the Company that: - Engages in business activities from which it may earn revenues and incur expenses; - Operating results are reviewed regularly by the entity's chief operating decision maker; and - Discrete financial information is available. 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. 14. 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 . 15