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Item 2. Management’s Discussion and Analysis

2024-03-18 compared with 2023-12-12 · 46 added, 36 removed, 117 unchanged (41% of the section changed)

17 unchanged sentences

Business Development

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:

Developments in our Company's business during the July 31, 2023 fiscal year and the six -month period ended January 31, 2024 (and subsequent period), include the following:

On February 20, 2024, the Company announced that the Nevada County Board of Supervisors adopted a resolution in a public hearing on February 16, 2024 (the "Hearing"), denying the Company's application for a Use Permit to allow the re-opening of the Idaho Maryland Gold Mine and not certifying the Final Environmental Impact Report.

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.

On December 13 and 14, 2023, the Nevada County Board of Supervisors ("Board of Supervisors") held a public hearing regarding the Company's Petition and the Board of Supervisors adopted a resolution rejecting the Company's vested rights petition to operate the I-M Mine Property.

To view the full version of the December 14, 2023 press release, please visit https://www.risegoldcorp.com/news_items.

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 December 7, 2023, the Company announced that it had 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 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.

12 unchanged sentences

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.

The Company is 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").

4 unchanged sentences

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 Idaho-Maryland Mine Project.

A majority vote of the five supervisors is required for approval.

The Nevada County Board of Supervisors adopted a resolution in a public forum at the Hearing held on February 16, 2024, denying the Company's application for a Use Permit to allow the re-opening of the Idaho Maryland Gold Mine and to not certify the Final Environmental Impact Report.

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.

10 unchanged sentences

Plan of Operations

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.

As at January 31, 2024, the Company had a cash balance of $568,505, compared to a cash balance of $758,272 as at July 31, 2023.

Our plan of operations for the next 12 months is to enter into litigation in pursuit of protecting the Company's property rights under both California State and US Federal Law, including asserting its 5th Amendment Rights under the US Constitution and other due process rights under the 14th Amendment of the US Constitution.

The Company is also considering asking the Court to overturn the County of Nevada's decision denying the Company's Vested Mining Rights.

On February 20, 2024, the Company announced that the Nevada County Board of Supervisors adopted a resolution at the Hearing, denying the Company's application for a Use Permit to allow the re-opening of the Idaho Maryland Gold Mine and not certifying the Final Environmental Impact Report.

On September 6, 2023, the Company submitted a Petition to 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 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.

28 unchanged sentences

Results of Operations

For the Periods Ended October 31, 2023 and 2022

For the Periods Ended January 31, 2024 and 2023

ended January

Accretion expense

Consulting 52,583 105,570

Directors' fees

Filing and regulatory

Foreign exchange loss 12,987 40,958

Foreign exchange (gain) loss

General and administrative

3 unchanged sentences

Promotion and shareholder communication

Salaries 84,301 33,750

Share-based compensation

Loss $ (1,239,053 ) $ (702,522 )

Gain (loss) on fair value adjustment on derivative liability

Write-off on receivable

Other income 7,547 -

Net loss and comprehensive loss for the period

1 unchanged sentence

Weighted average number of common shares outstanding (basic and diluted)

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

The Company's operating results for the periods ended January 31, 2024 and 2023 are summarized as follows:

Liquidity and Capital Resources

Working Capital

At January 31, 2024

At July 31, 2023

3 unchanged sentences

Working Capital

For the three-month

October 31, 2023 For the three-month

October 31, 2022

For the six-month

January 31, 2024

For the six-month

January 31, 2023

Net Cash used in Operating Activities

2 unchanged sentences

Net increase/(decrease) in Cash During the Period

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 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.

As of January 31, 2024, the Company had $568,505 in cash, $690,226 in current assets, $5,356,422 in total assets, $2,567,334 in current liabilities and $11,300 in non-current liabilities, a working capital deficit of $1,877,108 and an accumulated deficit of $28,644,897.

During the six-month period ended January 31, 2024, the Company used $1,140,620 (2023 - $493,809) 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, share-based compensation for options granted during the period, and professional fees related to the Use Permit and Vested Rights petition.

The Company had no investing activities during the six-month period ending January 31, 2024 (January 31, 2023 - $Nil).

The Company received net cash of $950,853 (2023 - $1,821,970) from financing activities related to the private placement during the six-month periods ending January 31, 2024.

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