What changed in this filing

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Item 1. Business

2024-10-29 compared with 2023-10-30 · 57 added, 51 removed, 43 unchanged (72% of the section changed)

9 unchanged sentences

Developments in our Company's business during the July 31, 2024 fiscal year and subsequent to year end, include the following:

On October 21, 2024, the Company granted 1,006,750 stock options to a director of the Company.

The stock options are exercisable at a price of $0.11 per share until October 21, 2029.

On October 10, 2024, the Company finalized a secured loan agreement with Myrmikan Gold Fund, LLC (the "Lender") for a $500,000 loan (the "Loan") which will be used for the Company's working capital.

The Loan has a term of 4 years with an interest rate of 15% per annum with interest accruing and payable along with the principal upon maturity.

The Company issued 2,882,514 share purchase warrants at an exercise price of $0.1735 with a 4 year expiry period as additional consideration for advancing the Loan.

The Loan may be repaid prior to the maturity date, in whole or in part, provided that all accrued interest is paid.

The Loan will be secured against the assets of the Company and its subsidiary.

Daniel Oliver Jr., a director of the Company (a related party), is the managing member of the Lender.

Oliver disclosed his interest in the transaction and abstained from voting on the Company's resolution approving the Loan.

On September 20, 2024, the Company granted 1,006,750 stock options to the Company's President and CEO.

The stock options are exercisable at a price of $0.10 per share until September 20, 2029.

On September 10, 2024, the Company finalized the amended debt agreement with Eridanus Capital LLC ("Eridanus") to extend an existing loan by one year to September 4, 2025 along with a reduction in interest rate to 15% per annum for a period of 12 months (commencing September 4, 2024).

The Company issued 1,700,000 share purchase warrants at an exercise price of $0.115 to Eridanus as consideration for the extension.

The share purchase warrants have a 4 year expiry period from the date of issuance.

Eridanus directed that 340,000 of the 1,700,000 share purchase warrants be issued to Daniel Oliver Jr., a member of Eridanus, and a director of the Company.

On May 13, 2024, the Company reported that we had submitted a Writ of Mandamus to the Superior Court of California (the "Court") asking the Court to compel the Board of Supervisors of Nevada County (the "Board of Supervisors") to follow applicable law and grant recognition of the Company's vested right to operate our I-M Mine Property.

The Company's position in this matter is that the Board of Supervisors' December 2023 decision to deny the Company's vested rights petition adversely infringed on our fundamental and constitutional property rights.

The Company contends that the Court is compelled to use its independent judgement and consider the administrative record de novo (i.e., "afresh" or "from the beginning") and without deference to the Board of Supervisors arguments or conclusions.

On May 1, 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.

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 5,669,478 units of the private placement for gross proceeds of $538,600.

The Company paid fees of $1,995 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 $4,515 in connection with this financing.

On February 20, 2024, the Company announced that the Board of Supervisors adopted a resolution in a public hearing on February 16, 2024, denying the Company's application for a Use Permit to allow the re-opening of the I-M Mine Property and not certifying the "FEIR".

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.

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 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 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.

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.

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's position as demonstrated in the Petition is that 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.

2 unchanged sentences

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.

Once vested, this right to mine endures unless it is abandoned.

Abandonment only occurs if two conditions are met:

5 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.

On September 26, 2023, the Company announced that it intends to raise up to $500,000 through the issuance of 2,500,000 units at a price of $0.20 per unit.

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 share of common stock at an exercise price of $0.30 for a period of two years from the date of issuance.

Proceeds from the financing will be for general working capital.

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.

Subsequent to July 31, 2023, 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 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 Idaho-Maryland Mine Project.

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

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 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 per share for a period of five years.

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 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 July 31, 2024, the Company had a cash balance of $243,669, compared to a cash balance of $758,272 as of 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 County.

If the Board approves the Petition, the next step would be the certification of the Final Environmental Impact Report and approval of the reclamation plan.

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 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 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.

Our plan of operations for the next 12 months is to review litigation options in pursuit of protecting the Company's property rights under both California state and US federal laws, 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 asking the Court to overturn the County of Nevada's decision denying the Company's Vested Mining Rights.

Project Design

8 unchanged sentences

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

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.

During the prior 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.

4 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, 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.

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.

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 its 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 our properties, including the I-M Mine Property, the extent of which cannot be predicted with any certainty.

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-K

Item 1. Business