What changed in this filing

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Item 1. Financial Statements

2024-06-14 compared with 2024-03-18 · 159 added, 99 removed, 355 unchanged (42% of the section changed)

6 unchanged sentences

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

PERIOD ENDED JANUARY 31, 2024

PERIOD ENDED APRIL 30, 2024

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS:

8 unchanged sentences

(Expressed in United States Dollars)

January 31, 2024

April 30, 2024

July 31, 2023

1 unchanged sentence

Prepaid expenses (Note 4)

Assets held for sale (Note 6)

Total current assets

1 unchanged sentence

Equipment (Note 6)

Deferred financing asset (Note 11)

LIABILITIES AND STOCKHOLDERS' EQUITY

4 unchanged sentences

Loan payable (Note 9)

Credit facility (Note 11)

Derivative liability (Note 10)

9 unchanged sentences

Contingency (Note 7)

Subsequent event (Note 14)

Subsequent event (Note 11 and 15)

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

3 unchanged sentences

(Expressed in United States Dollars)

ended January

Accretion expense (Note 9)

Accretion expense (Note 9 and 11)

Directors' fees

3 unchanged sentences

Geological, mineral, and prospect costs (Note 5)

Interest expense (Note 9)

Interest expense (Note 9 and 11 )

Professional fees

11 unchanged sentences

(Expressed in United States Dollars)

FOR THE SIX MONTHS ENDED JANUARY 31,

FOR THE NINE MONTHS ENDED APRIL 30,

CASH FLOWS FROM OPERATING ACTIVITIES

12 unchanged sentences

Private placement, net of issuance cost

Shares subscribed in advance

Loan repayment

Proceeds from option exercise

Net cash provided by financing activities

17 unchanged sentences

Balance as at January 31, 2023

Shares issued for cash, net of issuance cost

Options exercise

Warrants issued for loan modification

Share-based compensation

Loss for the period

Balance as at April 30, 2023

Balance as at July 31, 2023

7 unchanged sentences

Balance as at January 31, 2024

Loss for the period

Shares issued for cash, net of issuance cost

Warrants issued for credit facility

Balance as at April 30, 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 SIX-MONTH PERIOD ENDED JANUARY 31, 2024

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 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 $ 1,975,911 for the six-month period ended January 31, 2024 and has accumulated a deficit of $ 28,644,897 .

The Company has incurred a loss of $ 2,868,722 for the nine-month period ended April 30, 2024 and has accumulated a deficit of $ 29,537,708 .

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 January 31, 2024, the Company had a working capital deficit of $ 1,877,108 (July 31, 2023 - working capital of $ 472,272 ).

At April 30, 2024, the Company had a working capital deficit of $ 1,189,952 (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 six months ended January 31, 2024 are not necessarily indicative of the results that may be expected for the year ended July 31, 2024.

The operating results for the nine months ended April 30, 2024 are not necessarily indicative of the results that may be expected for the year ended July 31, 2024.

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2024

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2024

(Expressed in United States Dollars)

13 unchanged sentences

CASH AND CASH EQUIVALENTS

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:

As at April 30, 2024, the balance of cash and cash equivalents is $ 630,290 (July 31, 2023:

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

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

PREPAID EXPENSES

January 31, 2024

April 30, 2024

July 31, 2023

Investor relations

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2024

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2024

(Expressed in United States Dollars)

2 unchanged sentences

Idaho-Maryland, California

July 31, 2023 and January 31, 2024

July 31, 2023 and April 30, 2024

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 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 at April 30, 2024, the Company holds title to the Idaho-Maryland Gold Mine Property.

As of April 30, 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.

14 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2024

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 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 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

As at April 30, 2024, the Company has incurred cumulative exploration expenditures of $ 9,463,906 on the Idaho-Maryland Gold Mine property as follows:

Nine months ended

April 30, 2024

July 31, 2023

6 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2024

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2024

(Expressed in United States Dollars)

2 unchanged sentences

At July 31, 2023

At January 31, 2024

At April 30, 2024

Accumulated depreciation

1 unchanged sentence

At July 31, 2023

At January 31, 2024

At April 30, 2024

Total carrying value, July 31, 2023

Total carrying value, January 31, 2024

Total carrying value, April 30, 2024

Assets held for sale

Total carrying value, April 30, 2024

Assets Held for Sale

During the quarter ended April 30, 2024, the Company approved a plan to sell its drilling equipment.

The Company intends to sell the equipment within the next twelve months.

No impairment loss was recognized on reclassification to asset held for sale as the Company expects the fair value (estimated based on recent market prices of similar assets) less cost to sell is higher than the carrying amount.

As a result, the net carrying amount of $ 511,530 has been reclassified.

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

4 unchanged sentences

Management has assessed that the probability of the Claim resulting in an unfavourable outcome and financial loss to the Company is unlikely.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2024

(Expressed in United States Dollars)

RELATED PARTY TRANSACTIONS

4 unchanged sentences

b) Director fees of $ 88,022 (2023 - $ 60,000 ) to directors 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 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 SIX-MONTH PERIOD ENDED JANUARY 31, 2024

(Expressed in United States Dollars)

RELATED PARTY TRANSACTIONS (continued)

c) During the period ended April 30, 2024, the Company paid $ 99,572 (2023 - $ 99,426 ) in professional and consulting fees to a company controlled by a director of the Company.

d) Share-based compensation of $ 166,619 (2023 - $ 421,883 ) for options granted during the period ended.

e) As at April 30, 2024 and July 31, 2023, $ 110,079 and $ 51,159 were owed to related parties, respectively.

f) As at April 30, 2024, certain directors of the Company purchased an aggregate of 7,969,067 units of the private placement for gross proceeds of $ 972,300 (2023 - purchased 2,394,299 units for $ 957,720 ).

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.

15 unchanged sentences

Accretion expense

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.

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 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.

Balance, April 30, 2024

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2024

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2024

(Expressed in United States Dollars)

LOAN PAYABLE (continued)

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.

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

19 unchanged sentences

Fair value adjustment

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

Balance, April 30, 2024

For the nine-month period ended April 30, 2024, the Company recorded a total gain on fair value of derivative liability of $ 137,457 (April 30, 2023 - loss of $ 454,418 ).

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2024

(Expressed in United States Dollars)

DERIVATIVE LIABILITY (continued)

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants as at April 30, 2024 and July 31, 2023:

April 30, 2024

July 31, 2023

8 unchanged sentences

Forfeiture rate

CREDIT FACILITY

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 any time 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.

The fair value of these warrants was calculated to be $ 127,336 of which was $ 15,244 in accretion expense was offset against the credit facility balance.

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.

Credit Facility

Balance, July 31, 2023

Principal amount

Interest expense

Issuance costs

Accretion expense

Balance, Apr 30, 2024

Deferred Financing Asset

Balance, July 31, 2023

Issuance costs 1,000,000 warrants

Allocation to credit facility

Balance, Apr 30, 2024

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2024

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2024

(Expressed in United States Dollars)

CREDIT FACILITY (continued)

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

February 5, 2024

Risk-free interest rate

Expected life of warrants

Expected annualized volatility

Share price at grant date

Exercise price

Forfeiture rate

Subsequent to the period ended April 30, 2024, 200,000 additional warrants are to be issued.

CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL

Private Placements

On April 29, 2024, the Company completed a non-brokered private placement over two tranches for gross proceeds totaling $ 954,253 through the issuance of 10,044,765 units in total at a price of $ 0.095 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 $ 0.158 for a period of three years from the date of issuance.

Certain directors of the Company purchased an aggregate of 5,436,847 units of the private placement for gross proceeds of $ 516,500 .

The Company paid fees of $ 8,475 and issued 21,000 finder's warrants where each finder's warrant entitles the holder to acquire one share at a price of $ 0.158 for a period of two years.

The Company paid legal fees of $ 15,137 in connection with this financing.

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.

8 unchanged sentences

The Company paid legal fees of $ 10,563 in connection with this financing.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2024

(Expressed in United States Dollars)

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

Stock Options

4 unchanged sentences

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.

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)

Stock Options (continued)

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

The following incentive stock options were outstanding and exercisable as at April 30, 2024:

August 21, 2024

4 unchanged sentences

December 12, 2028

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

As at April 30, 2024, the aggregate intrinsic value of the Company's stock options is $ Nil (July 31, 2023 - $ Nil ).

Stock option transactions are summarized as follows:

10 unchanged sentences

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

Balance outstanding and exercisable, April 30, 2024

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2024

(Expressed in United States Dollars)

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

Stock Options (continued)

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of stock options issued during the period ended April 30, 2024 and July 31, 2023:

April 30, 2024

July 31, 2023

7 unchanged sentences

Forfeiture rate

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)

Share-Based Payments

6 unchanged sentences

All other terms and conditions of the warrants remain unchanged.

The following warrants were outstanding at January 31, 2024:

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2024

(Expressed in United States Dollars)

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

Warrants (continued)

The following warrants were outstanding at April 30, 2024:

August 19, 2024

3 unchanged sentences

January 31, 2025

February 17, 2025

2 unchanged sentences

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)

February 5, 2028

April 9, 2027

April 9, 2026

April 29, 2027

April 29, 2026

Warrant transactions are summarized as follows:

7 unchanged sentences

Warrants issued

Balance, January 31, 2024

Warrants expired

Balance, April 30, 2024

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2024

(Expressed in United States Dollars)

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

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 January 31, 2023:

During the nine -month periods ended April 30, 2024 and 2023, the Company had the following non-cash financing and investing activities:

For the period ended April 30, 2024:

a) The Company accrued $ 192,230 of interest expense as part of the outstanding balance of loan payable and credit facility.

b) The Company accrued $ 910 of accretion expense on warrants issued for deferred financing asset.

For the period ended April 30, 2023:

a) Company accrued $ 267,028 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.

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 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").

SUBSEQUENT EVENT

Subsequent to the period ended April 30, 2024, the Company granted a total of 1,004,479 stock options to directors and an officer of the Company.

The stock options are exercisable at a price of $ 0.17 per share until May 1, 2029.

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