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Item 8. Financial Statements and Supplementary Data

2024-10-29 compared with 2023-10-30 · 183 added, 75 removed, 502 unchanged (34% of the section changed)

8 unchanged sentences

We have audited the accompanying consolidated balance sheets of Rise Gold Corp.

(the “Company”) as of July 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for the years then ended , and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Rise Gold Corp.

as of July 31, 2023 and 2022, and the results of its operations and its cash flows for the years ended July 31, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America.

(the “Company”) as of July 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for the years ended July 31, 2024 and 2023, and the related notes and schedules (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2024 and 2023, and the results of its operations and its cash flows for the year ended July 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements, the Company incurred a loss of $3,660,382 for the year ended July 31, 2023 and as of that date, had an accumulated deficit of $26,668,986.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company incurred a loss of $3,565,631 for the year ended July 31, 2024, and as of that date, had an accumulated deficit of $30,234,617.

These events and conditions raise substantial doubt about its ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits.

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

1 unchanged sentence

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

2 unchanged sentences

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Assessment of impairment indicators of mineral property interests

As described in Note 5 to the consolidated financial statements, the carrying amount of the Company’s mineral property interests was $4,149,053 as at July 31, 2023.

As described in Note 6 to the financial statements, the carrying amount of the Company’s mineral property interests was $4,149,053 as at July 31, 2024.

As more fully described in Note 3, management applies judgment to evaluate its mineral property interests for indicators of impairment whenever events or changes in circumstance indicate that the carrying amount of the asset may not be recoverable.

The principal considerations for our determination that the assessment of impairment indicators of the mineral property interests is a critical audit matter are that there was judgment made by management when assessing whether there were indicators of impairment for the mineral property interests.

The principal considerations for our determination that the assessment of impairment indicators of the mineral property interests is a critical audit matter is that there was judgment made by management when assessing whether there were indicators of impairment for the mineral property interests.

This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures to evaluate audit evidence relating to the judgments made by management in their assessment of indicators of impairment that could give rise to the requirement to prepare an estimate of the recoverable amount of the mineral property interests.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

These procedures include, among others:

14 unchanged sentences

July 31, 2023

Cash and cash equivalents

Cash and cash equivalents (Note 4)

Prepaid expenses (Note 5)

Assets held for sale (Note 7)

Total current assets

1 unchanged sentence

Equipment (Note 7)

Deferred financing asset (Note 12)

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued liabilities

Loan payable (Note 10)

Payable to related parties (Note 9)

1 unchanged sentence

Loan payable (Note 10)

Credit facility (Note 12)

Derivative liability (Note 11)

9 unchanged sentences

Contingency (Note 8)

Subsequent event (Note 15)

Subsequent events (Note 17)

Approved and authorized by the Board on October 25, 2024

9 unchanged sentences

FOR THE YEAR ENDED JULY 31,

Accretion expense (Note 9)

Accretion expense (Note 10 and 12)

Directors' fees

3 unchanged sentences

Geological, mineral, and prospect costs (Note 6)

Interest expense (Note 9)

Interest expense (Note 10 and 12)

Professional fees

3 unchanged sentences

Gain on fair value adjustment on derivative liability (Note 11)

Write-off on payable

Write-off on receivable

Net loss and comprehensive loss for the year

20 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES

Private placement, net of issuance cost (Note 11)

Private placement, net of issuance cost

Loan repayment

1 unchanged sentence

Net cash provided by financing activities

C hange in cash and cash equivalents for the year

C ash and cash equivalents, beginning of year

C ash and cash equivalents, end of year

Change in cash and cash equivalents for the year

Cash and cash equivalents, beginning of year

Cash and cash equivalents, end of year

Supplemental disclosure with respect to cash flows (Note 15)

8 unchanged sentences

Shares issued for cash, net of issuance cost

Options exercise

Warrants issued for loan modification

Share-based compensation

2 unchanged sentences

Shares issued for cash, net of issuance cost

Options exercise

Warrants issued for loan modification

Warrants issued for credit facility

Share-based compensation

25 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 July 31, 2023, the Company had working capital of $ 472,272 (2022 - working capital of $ 636,617 ).

At July 31, 2024, the Company had working capital deficit of $ 1,766,960 (2023 - working capital of $ 472,272 ).

BASIS OF PREPARATION

70 unchanged sentences

Financial instruments

The Company's financial instruments consist of cash, receivables, accounts payable and accrued liabilities, loan payable and payable to related parties.

The Company's financial instruments consist of cash, receivables, accounts payable and accrued liabilities, credit facility, loan payable and payable to related parties.

It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from its financial instruments.

11 unchanged sentences

Level 3 - Inputs that are not based on observable market data.

Cash is considered level 1 and classified as cash on hand and held at banks.

Cash and cash equivalents is considered level 1 and classified as cash on hand and held at banks.

The derivative liability is recognized at fair value using level 2 inputs as the fair value of derivatives was determined using a Black-Scholes option pricing formula.

Financial instruments, including payable to related parties, accounts payable, accrued liabilities and loan payable are classified as other financial liabilities and are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments.

Financial instruments, including payable to related parties and accounts payable are classified as other financial liabilities and are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments.

Credit facility and loan payable are considered to approximate fair value as they are subject to a market rate of interest.

RISE GOLD CORP.

6 unchanged sentences

The financial instrument which potentially subjects the Company to concentration of credit risk is cash.

The Company maintains cash in bank accounts that, at times, may exceed federally insured limits.

However, the Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.

The Company maintains cash in bank accounts that, at times, may exceed federally insured limits However, the Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.

Stock-based compensation

11 unchanged sentences

The Company has determined that other significant newly issued accounting pronouncements are either not applicable to the Company's business or that no material effect is expected on the financial statements as a result of future adoption.

PREPAID EXPENSES

July 31, 2023

July 31, 2022

CASH AND CASH EQUIVALENTS

As at July 31, 2024, the balance of cash and cash equivalents is $ 243,669 (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 year.

RISE GOLD CORP.

3 unchanged sentences

(Expressed in United States Dollars)

PREPAID EXPENSES

July 31, 2024

July 31, 2023

Investor relations

MINERAL PROPERTY INTERESTS

23 unchanged sentences

(Expressed in United States Dollars)

MINERAL PROPERTY INTERESTS (cont'd...)

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.

27 unchanged sentences

Total carrying value, July 31, 2024

Depreciation of equipment is included in geological, mineral, and prospect costs (Note 5).

Assets held for sale

Total carrying value, July 31, 2024

Assets Held for Sale

During the year ended July 31, 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 determined that the probability of the Claim resulting in an unfavourable outcome and financial loss to the Company is unlikely.

In September 2024, the Company received a notice from the Community Environmental Advocates Foundation of intent to file a citizen suit against the Company for alleged violations of the Clean Water Act.

No claim has yet to be filed and none of the allegations contained in the notice have been proven in court.

Management has determined that no estimate of a loss event can be determined in connection with the notice.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2024

(Expressed in United States Dollars)

RELATED PARTY TRANSACTIONS

1 unchanged sentence

The remuneration of the key management personnel is as follows:

a) Salaries of $ 135,000 (2022 - $ 135,000 ) were paid or accrued to the CEO of the Company.

a) Salaries of $ 89,296 (2023 - $ 135,000 ) to the previous CEO of the Company.

Consulting fees of $ 113,649 and $ 88,487 (2023 - $ Nil and $ Nil ) to the CEO and an advisor of the Company.

b) Directors' fees of $ 118,022 (2023 - $ 81,209 ) to directors of the Company.

2 unchanged sentences

e) As at July 31, 2024, $ 128,949 (2023 - $ 51,159 ) was owed to related parties.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2023

(Expressed in United States Dollars)

f) During fiscal 2024, certain directors of the Company purchased an aggregate of 8,201,698 units of the private placement for gross proceeds of $ 994,400 (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.

On September 3, 2019, the Company completed a debt financing with Eridanus Capital LLC (the "Lender") for $ 1,000,000 (the "Loan").

10 unchanged sentences

Accretion expense

Issuance costs

Balance, July 31, 2023

1 unchanged sentence

Accretion expense

Issuance costs

Balance, July 31, 2024

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2024

(Expressed in United States Dollars)

LOAN PAYABLE (continued)

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 maturity date of the loan was extended by one year to September 4, 2024 and the interest rate was reduced to 15 % compounding monthly for a period of 12 months after which it reverted to 25 % per annum, compounding monthly.

The renegotiation of the debt was accounted for as a non - substantial debt modification.

10 unchanged sentences

Forfeiture rate

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2023

(Expressed in United States Dollars)

DERIVATIVE LIABILITY

14 unchanged sentences

During the year ended July 31, 2024, the Company recorded a gain on fair value adjustment on derivative liability of $ 140,015 (July 31, 2023 - gain of $ 233,895 ).

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 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 derivative as at July 31, 2024 and July 31, 2023:

4 unchanged sentences

0.93 to 1.05 years

1.93 to 2.05 years

Expected annualized volatility

151.04 % to 154.60 %

89.49 % to 90.89 %

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 .

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, July 31, 2024

Deferred Financing Asset

Balance, July 31, 2023

Issuance costs 1,000,000 warrants

Allocation to credit facility

Balance, July 31, 2024

RISE GOLD CORP.

3 unchanged sentences

(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 year ended July 31, 2024, 200,000 additional warrants are yet to be issued to the lender pursuant to the agreement.

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 5,669,478 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 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.

3 unchanged sentences

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

On January 31, 2022, the Company completed a non-brokered private placement for gross proceeds totalling $ 2,407,000 through the issuance of 6,017,500 units at a price of $ 0.40 per unit, where each unit consisted of one share of common stock and one share purchase warrant.

Each warrant entitles the holder to acquire one additional share of common stock at an exercise price of $ 0.60 until January 28, 2024 .

Certain directors of the Company purchased an aggregate of 2,075,000 units of this private placement for gross proceeds of $ 830,000 .

The Company has paid associated legal fees of $ 14,002 in connection with this financing.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2024

(Expressed in United States Dollars)

CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL (continued)

Stock Options

On May 1, 2024, the Company granted 412,241 stock options to an officer of the Company.

The options are exercisable into common shares of the Company at $ 0.17 (C$ 0.23 ) per share for a period of five years from the date of grant, subject to vesting, 25 % vesting on the date of grant and 12 % vesting every 3 months thereafter.

In connection with this grant, the Company recorded share-based compensation of $ 31,849 on the statement of operations and comprehensive loss.

On May 1, 2024, the Company granted a total of 592,238 stock options with a fair value of $ 82,673 to directors of the Company.

The stock options are exercisable at a price of $ 0.17 (C$ 0.23 ) per share until May 1, 2029.

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 (C$ 0.34 ) 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.

The stock options are exercisable at a price of $ 0.26 (C$ 0.35 ) 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.

On February 7, 2022, the Company granted a total of 805,000 stock options with a fair value of $ 406,790 to employees, officers, directors, and consultants of the Company, exercisable at a weighted average price of $ 0.65 (C$ 0.82 ) per share for a period of five years.

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

November 30, 2023

August 21, 2024

2 unchanged sentences

February 21, 2028

September 22, 2028

December 12, 2028

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

As at July 31, 2024, the Company has 5,578,511 options issued and outstanding where 5,269,330 options are exercisable as at July 31, 2024 with a weighted average exercise price of C$ 0.71 .

RISE GOLD CORP.

4 unchanged sentences

CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL (continued)

As at July 31, 2023, the aggregate intrinsic value of the Company's stock options is $ Nil (2022 - $ Nil ).

Stock Options (continued)

Stock option transactions are summarized as follows:

2 unchanged sentences

Exercise Price ($C)

Balance outstanding and exercisable, July 31, 2021

Options granted

Balance outstanding and exercisable, July 31, 2022

Balance outstanding, July 31, 2022

Options granted

2 unchanged sentences

Options exercised

Balance outstanding and exercisable, July 31, 2023

Balance outstanding, July 31, 2023

Options granted

Options expired

Balance outstanding, July 31, 2024

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of stock options issued during the year ended July 31:

September 22,

Risk-free interest rate

19 unchanged sentences

September 9, 2024

July 31, 2024

September 21, 2024

January 31, 2025

February 17, 2025

November 7, 2025

December 7, 2025

February 5, 2028

April 9, 2027

April 9, 2026

April 29, 2027

April 29, 2026

Warrant transactions are summarized as follows:

24 unchanged sentences

Deferred tax assets (liabilities):

Exploration and evaluation assets

Mineral property interest

Mineral property interests

Non-capital losses available for future period

6 unchanged sentences

Temporary Differences

Exploration and evaluation assets

Mineral property interests

No expiry date

17 unchanged sentences

a) The Company accrued $ 306,246 of interest expense as part of the outstanding balance of loan payable.

b) The Company issued a total of 575,000 share purchase warrants for loan modification entitling the holder to acquire one share an exercise price of $ 0.60 until May 17, 2025 with a total fair value of $ 154,218 .

b) The Company issued $ 127,336 warrants issued for deferred financing asset.

For the year ended July 31, 2023:

a) The Company accrued $ 328,097 of interest expense as part of the outstanding balance of loan payable.

During the years ended July 31, 2023, the Company had the following cash financing and investing activities:

The Company paid $ 250,000 and applied it against unpaid and accrued interest on its loan payable.

SEGMENTED INFORMATION

4 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

Subsequent to July 31, 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 EVENTS

Subsequent to the year ended July 31, 2024, the Company:

a) finalized a secured loan agreement with Myrmikan Gold Fund, LLC (the "Lender") for a $ 500,000 loan.

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, is the managing member of the Lender.

b) granted 1,006,750 stock options to the Company's President & CEO.

The stock options are exercisable at a price of US$ 0.10 (C$ 0.14 ) per share until September 20, 2029.

A total of 2,013,500 in stock options held by a director of the Company were cancelled.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2024

(Expressed in United States Dollars)

SUBSEQUENT EVENTS (continued)

c) amended the 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.

d) had 3,607,987 warrants with a weighted average exercise price of C$ 1.02 expired unexercised.

e) had 280,000 stock options with a weighted average exercise price of C$ 0.70 expired unexercised.

f) granted 1,006,750 stock options to a director of the Corporation pursuant to the terms of the Company's Stock Option Plan.

The stock options are exercisable at a price of US$ 0.11 (C$ 0.155 ) per share until October 21, 2029.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data