What changed in this filing

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Item 1. Financial Statements

2024-03-18 compared with 2023-12-12 · 117 added, 73 removed, 337 unchanged (36% of the section changed)

6 unchanged sentences

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

PERIOD ENDED OCTOBER 31, 2023

PERIOD ENDED JANUARY 31, 2024

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS:

8 unchanged sentences

(Expressed in United States Dollars)

October 31, 2023

January 31, 2024

July 31, 2023

6 unchanged sentences

Accounts payable and accrued liabilities

Loan payable (Note 9)

Payable to related parties (Note 8)

7 unchanged sentences

Additional paid-in capital (Note 11)

Share subscription received in advance (Note 14)

Cumulative translation adjustment

9 unchanged sentences

(Expressed in United States Dollars)

ended October 31,

ended January

Accretion expense (Note 9)

1 unchanged sentence

Filing and regulatory

Foreign exchange loss

Foreign exchange (gain) loss

General and administrative

14 unchanged sentences

(Expressed in United States Dollars)

FOR THE THREE MONTHS ENDED OCTOBER 31,

FOR THE SIX MONTHS ENDED JANUARY 31,

CASH FLOWS FROM OPERATING ACTIVITIES

11 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES

Private placement, net of issuance cost

Shares subscribed in advance

15 unchanged sentences

Balance as at October 31, 2022

Shares issued for cash, net of issuance cost

Loss for the period

Balance as at January 31, 2023

Balance as at July 31, 2023

3 unchanged sentences

Balance as at October 31, 2023

Loss for the period

Shares issued for cash, net of issuance cost

Share-based compensation

Balance as at January 31, 2024

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 THREE-MONTH PERIOD ENDED OCTOBER 31, 2023

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2024

(Expressed in United States Dollars)

12 unchanged sentences

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 Company has incurred a loss of $ 1,975,911 for the six-month period ended January 31, 2024 and has accumulated a deficit of $ 28,644,897 .

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.

2 unchanged sentences

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 ).

At January 31, 2024, the Company had a working capital deficit of $ 1,877,108 (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 three months ended October 31, 2023 are not necessarily indicative of the results that may be expected for the year ended July 31, 2024.

The operating results for the six months ended January 31, 2024 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 THREE-MONTH PERIOD ENDED OCTOBER 31, 2023

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2024

(Expressed in United States Dollars)

13 unchanged sentences

CASH AND CASH EQUIVALENTS

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

As at January 31, 2024, the balance of cash and cash equivalents is $ 568,505 (July 31, 2023:

$ 758,272 ) of which $ 237,322 (July 31, 2023:

1 unchanged sentence

PREPAID EXPENSES

October 31, 2023

January 31, 2024

July 31, 2023

RISE GOLD CORP.

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

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2023

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2024

(Expressed in United States Dollars)

2 unchanged sentences

Idaho-Maryland, California

July 31, 2023 and October 31, 2023

July 31, 2023 and January 31, 2024

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.

Additionally, the potential for problems arising from the frequently ambiguous conveying history characteristic of many mineral properties also exist in addition to requisite permits to authorize a mine.

As at January 31, 2024, the Company holds title to the Idaho-Maryland Gold Mine Property.

As of January 31, 2024, 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 THREE-MONTH PERIOD ENDED OCTOBER 31, 2023

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2024

(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 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

As at January 31, 2024, the Company has incurred cumulative exploration expenditures of $ 9,126,748 on the Idaho-Maryland Gold Mine property as follows:

Six months ended

January 31, 2024

July 31, 2023

4 unchanged sentences

RISE GOLD CORP.

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

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2023

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2024

(Expressed in United States Dollars)

2 unchanged sentences

At July 31, 2023

At October 31, 2023

At January 31, 2024

Accumulated depreciation

1 unchanged sentence

At July 31, 2023

At October 31, 2023

At January 31, 2024

Total carrying value, July 31, 2023

Total carrying value, October 31, 2023

Total carrying value, January 31, 2024

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

10 unchanged sentences

b) Director fees of $ 58,022 (2023 - $ 40,000 ) 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.

c) During the period ended January 31, 2024, the Company paid $ 66,426 (2023 - $ 67,199 ) in professional and consulting fees to a company controlled by a director of the Company.

d) Share-based compensation of $ 166,619 (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 ).

e) As at January 31, 2024 and July 31, 2023, $ 144,373 and $ 51,159 were owed to related parties, respectively.

f) As at January 31, 2024, certain directors of the Company purchased an aggregate of 2,532,220 units of the private placement for gross proceeds of $ 455,800 (2023 - purchased 1,476,363 units for $ 590,545 ).

RISE GOLD CORP.

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

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2023

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2024

(Expressed in United States Dollars)

2 unchanged sentences

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.

The Loan had an original 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.

12 unchanged sentences

Accretion expense

Balance, October 31, 2023

Balance, January 31, 2024

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.

2 unchanged sentences

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.

Each warrant entitles the holder to acquire one share at an exerci se 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.

RISE GOLD CORP.

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

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2023

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2024

(Expressed in United States Dollars)

21 unchanged sentences

Fair value adjustment

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

Balance, January 31, 2024

For the six-month period ended January 31, 2024, the Company recorded a total gain on fair value of derivative liability of $ 128,715 during the period (January 31, 2023 - loss of $ 728,525 ).

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants as at January 31, 2024 and July 31, 2023:

January 31, 2024

July 31, 2023

9 unchanged sentences

RISE GOLD CORP.

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

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2023

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2024

(Expressed in United States Dollars)

1 unchanged sentence

Private Placements

On December 7, 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 consisting 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.

Certain directors of the Company purchased an aggregate of 2,532,220 units of the private placement for gross proceeds of $ 455,800 .

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.

The Company paid legal fees of $ 10,624 in connection with this financing.

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.

4 unchanged sentences

Stock Options

On December 12, 2023, the Company granted a total of 707,752 stock options with a fair value of $ 140,624 to directors of the Company.

The stock options are exercisable at a price of $ 0.25 per share until December 12, 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.

2 unchanged sentences

RISE GOLD CORP.

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

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2023

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2024

(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 *

Stock Options (continued)

The following incentive stock options were outstanding and exercisable as at January 31, 2024:

August 21, 2024

3 unchanged sentences

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 ).

December 12, 2028

As at January 31, 2024, the aggregate intrinsic value of the Company's stock options is $ Nil (July 31, 2023 - $ Nil ).

Stock option transactions are summarized as follows:

9 unchanged sentences

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

Options expired

Balance outstanding and exercisable, January 31, 2024

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of stock options issued during the period ended January 31, 2024 and July 31, 2023:

January 31, 2024

July 31, 2023

Risk-free interest rate

3.53 % and 4.21 %

Expected life of stock options

Expected annualized volatility

131.16 % and 131.87 %

Share price at grant date

$ 0.23 and $ 0.26

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

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2024

(Expressed in United States Dollars)

8 unchanged sentences

All other terms and conditions of the warrants remain unchanged.

The following warrants were outstanding at October 31, 2023:

The following warrants were outstanding at January 31, 2024:

August 19, 2024

6 unchanged sentences

February 17, 2025

November 7, 2025

December 7, 2025

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2024

(Expressed in United States Dollars)

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

Warrants (continued)

Warrant transactions are summarized as follows:

5 unchanged sentences

Warrants expired

Balance, July 31, 2023 and October 31, 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)

Balance, July 31, 2023

Warrants issued

Balance, January 31, 2024

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:

During the six-month periods ended January 31, 2024 and 2023, the Company had the following non-cash financing and investing activities:

For the period ended January 31, 2024:

a) The Company accrued $ 129,661 of interest expense as part of the outstanding balance of loan payable.

For the period ended October 31, 2022:

For the period ended January 31, 2023:

a) Company accrued $ 210,178 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 .

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2024

(Expressed in United States Dollars)

SUBSEQUENT EVENTS

On February 6, 2024, the Company entered into a credit facility arrangement with an arm's length lender that also provides services to the Company.

Pursuant to the arrangement, each month, the lender will defer and add to the loan principal an amount equal to half of the fees billed by the lender up to $ 1,000,000 .

Amounts loaned will bear interest at a rate of 12 % per annum compounded annually and will be due four years from the date of the arrangement.

The Company may repay any amounts owing under the credit facility at anytime without penalty.

In connection with the credit facility, the Company has issued 1,000,000 non-transferable share purchase warrants to the lender, with each warrant exercisable into one share of common stock of the Company at a price of $ 0.16 per share for a period of four years from the date of issuance.

In addition, for each $100,000 loaned under the arrangement, the Company has agreed to issue to the lender 200,000 additional non-transferable warrants ("Additional Warrants").

Each Additional Warrant will be exercisable into one share of common stock of the Company at any time within a four-year period from the date of issuance at an exercise price equal to the market price of the shares of the Company on grant.

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