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Item 9A. Controls and Procedures

2024-10-29 compared with 2023-10-30 · 177 added, 176 removed, 313 unchanged (53% of the section changed)

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Evaluation of Disclosure Controls and Procedures

The United States Securities and Exchange Commission (the "SEC") defines the term "disclosure controls and procedures" to mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.

The Securities and Exchange Commission (the "SEC") defines the term "disclosure controls and procedures" to mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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The names, ages and titles of the members of our Board of Directors and our executive officers are as follows:

Joseph Mullin

President and Chief Executive Officer

Chief Financial Officer, Treasurer

Benjamin Mossman

Name Age Position

Joseph Mullin 51 President and Chief Executive Officer

Boon 43 Chief Financial Officer, Treasurer

Flanigan 58 Director

Proust 65 Director

Benjamin Mossman 47 Director

Vehrs 77 Director

Lepard 67 Director

Daniel Oliver Jr.

Nauman 75 Director

Directors serve as such until our next annual stockholder meeting, or until their successors are elected and qualified.

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Mr Mullin has over 25 years of experience in corporate finance, private equity, restructuring, and early-stage mineral exploration.

He was previously the President of Virginia Energy Resources Inc.

and led its sale to Consolidated Uranium Inc.

Prior to that Mr.

Mullin was the CEO of QuestEx Gold & Copper Ltd.

for two and a half years leading up to its sale to Skeena Resources Ltd.

He began his career as a Financial Analyst at Goldman Sachs, and subsequently worked at Invesco Ltd.

and Millennium Global Investments Ltd.

Mullin is the Managing Member of Mount Arvon Partners LLC, and he is currently an Independent Director of FireFox Gold Corp.

and Pure Energy Minerals Ltd.

Mullin has been involved in metals and mining in the United States, Canada, Brazil and Europe.

Mullin holds an A.B.

Mullin is the Managing Member of Mount Arvon Partners LLC, and is currently the CEO, President and a Director of Pure Energy Minerals Ltd and an Independent Director of FireFox Gold Corp.

Mullin has been involved in the mining industry in the United States, Canada, Brazil, and Europe.

Mullin holds a B.A.

from Harvard University.

Boon, Chief Financial Officer, Treasurer

Boon was appointed as our Chief Financial Officer on May 1, 2018 and Treasurer on May 16, 2018.

Boon is a Chartered Professional Accountant with over ten years of professional accounting experience with private and public companies focusing on financial reporting, regulatory compliance, internal control and corporate finance activities.

Boon, age 43, was appointed as the Company's Chief Financial Officer on May 1, 2018 and Treasurer on May 16, 2018.

Boon is a chartered accountant with over twelve years of professional accounting experience with private and public companies focusing on financial reporting, regulatory compliance, internal control and corporate finance activities.

Boon's experience includes financial reporting for both Canadian and U.S.

listed companies with international subsidiaries, strategic planning, tax planning, corporate governance, equity financings and due diligence for acquisitions.

Boon is currently the CFO of Japan Gold Corp., the CFO of Southern Arc Minerals Inc., and the CFO and director of Lincoln Ventures Ltd.

Boon is currently the CFO of Japan Gold Corp., a Director and CFO of Southern Arc Minerals Inc., and a Director and CFO of Lincoln Ventures Ltd.

Boon holds a Bachelor of Science degree from the University of British Columbia and is a Chartered Professional Accountant, CPA, CA.

Proust, Director

Proust was appointed to our Board of Directors on April 18, 2018.

Proust, age 65, was appointed a director on April 18, 2018.

Proust has founded and managed a number of resource companies over the past 30 years.

Proust has served on several boards and held senior operating positions and has directed and advised public and private companies regarding debt and equity financing, mergers and acquisitions and corporate restructuring since 1986.

Proust is currently Chairman and CEO of Southern Arc Minerals Inc., Chairman and CEO of Japan Gold Corp;

and the President and director of Lincoln Ventures Ltd.

Proust is currently Chairman and CEO of Southern Arc Minerals Inc.;

Chairman and CEO of Japan Gold Corp.;

and President and a director of Lincoln Ventures Ltd.

Proust has extensive experience in corporate governance, is a graduate of The Directors College, Michael G.

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Mossman, Director

Mossman, P.Eng, was appointed to our Board of Directors on August 1, 2016.

Prior to September 23, 2023, Mr.

Mossman served as our Chief Executive Officer and President for more than six years.

He currently serves as an advisor to the Company.

Mossman is a mining engineer with over 20 years of experience in the mining industry including experience in capital markets, project evaluation, acquisitions, and mine operations and development.

Mossman, PEng, age 47, was appointed to the Company's Board of Directors on August 1, 2016.

He served as the Chief Executive Officer of the Company from August 1, 2016 until September 23, 2023 and as the President of the Company from April 20, 2017 until September 23, 2023.

Mossman is a mining engineer with over 17 years of experience in the mining industry including experience in capital markets, project evaluation, acquisitions, mine operations and development.

He was formerly the President, Chief Executive Officer and a director of Banks Island Gold Ltd., a dormant mining company, formerly listed on the TSX Venture Exchange and currently in receivership.

See "Involvement in Certain Legal Proceedings" below.

Mossman provides advisory services to the Company relating to the Company's I-M Mine Property.

See "Legal Proceedings" below.

Vehrs, Director

Vehrs was appointed to our Board of Directors on April 18, 2017.

Vehrs, age 77, was appointed to the Company's Board of Directors on April 20, 2017.

Vehrs is a highly regarded and experienced exploration geologist with over 40 years of experience in the Americas.

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Vehrs has conducted and managed numerous exploration programs resulting in the discovery and delineation of major copper, gold and silver deposits, including the Los Pelambres porphyry copper deposit in Chile, the Northumberland sediment-hosted gold deposit in central Nevada, the Rio Blanco porphyry copper deposit in northern Peru and orogenic gold deposits in Central Guatemala.

For the past ten years, Dr.

From 2006 to 2016, Dr.

Vehrs held the position of Vice President of Exploration for Fortuna Silver Mines and was responsible for the development and execution of exploration programs at the Caylloma Mine in Peru and the San Jose Mine in southern Mexico.

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Flanigan, Director

Flanigan was elected to our Board of Directors on June 27, 2019.

Flanigan is a management consultant providing financial advisory services to a number of public and private oil and gas and technology companies in North America and abroad.

Flanigan, age 58, was elected to the Company's Board of Directors on June 27, 2019.

Flanigan is a management consultant providing financial advisory services to a number of public and private oil and gas, mining and technology companies in North America and abroad.

Flanigan is a Chartered Professional Accountant and a Chartered Financial Analyst with expertise in corporate finance, mergers and acquisitions, international taxation, risk management, banking, treasury, corporate restructuring and accounting, and has served as Chief Financial Officer for various public and private companies.

Flanigan was formerly a Managing Principal and the CFO of Kepis & Pobe Financial Group Inc., where he served for over ten years and was responsible for all aspects of the company's accounting, financing, treasury, tax, and legal affairs including overseeing the company's corporate development activities.

Flanigan is also a director and Chairman of the audit committees for other reporting issuers, including Japan Gold Corp., Southern Arc Minerals Inc.

and Lincoln Ventures Ltd.

Prior to founding his own consulting company, Mr.

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Lepard, Director

Lepard was appointed to our Board of Directors on August 19, 2019.

Lepard is Managing Partner at Equity Management Associates, an investment fund focused on the precious metals sector and which has over US$60M under management.

Lepard previously spent 25 years as a professional investor and venture capitalist with Geocapital Partners in New Jersey and Summit Partners in Boston, MA.

Lepard is currently a director for Lavras Gold and Cabral Gold.

He has an MBA with Academic Distinction from Harvard Business School and a BA in Economics from Colgate University.

Lepard, age 67, was appointed to the Company's Board of Directors on August 22, 2019.

Lepard is a Managing Partner and Founder of Equity Management Associates, LLC, an investment partnership which has focused on investing in precious metals since 2008.

Prior to EMA, Mr.

Lepard spent 25 years as a professional investor and venture capitalist.

From 1991 to 2004 he was one of two Managing Partners at Geocapital Partners in New Jersey which managed six venture capital partnerships, the last of which was $250 million.

Geocapital was very active in technology, software and computer investing and invested heavily in the internet starting in 1993.

Geocapital was the lead investor in Netcom, Inc., the first internet service provider to complete an initial public offering in 1996.

Prior to Geocapital, Mr.

Lepard spent seven years as a General Partner at Summit Partners in Boston, MA a large venture capital and private equity firm.

Lepard serves as a Director for Lavras Gold Corp.

and Cabral Gold Inc.

Lepard holds an MBA with Academic Distinction from Harvard Business School and a BA in Economics from Colgate University.

Daniel Oliver Jr., Director

Daniel Oliver Jr.

was appointed to our Board of Directors on July 20, 2023.

Oliver manages Myrmikan Gold Fund, which makes investments in the precious metals mining sector.

Oliver brings finance and legal expertise to the board.

He graduated from Columbia Law School with honors in 2001 and practiced law at Simpson Thacher & Bartlett in New York as well as at Wallison & Wallison, a boutique law firm specializing in high-dollar business litigation and appeals in the financial sector.

Daniel Oliver Jr., age 52, was appointed to the Company's Board of Directors on July 10, 2023.

Oliver manages Myrmikan Gold Fund LLC, which makes investments in the precious metals mining sector.

In addition to his finance background, Mr.

Oliver brings legal expertise to the Board, having graduated from Columbia Law School with honors in 2001 and practiced law at Simpson Thacher & Bartlett in New York as well as at Wallison & Wallison, a boutique law firm specializing in high-dollar business litigation and appeals in the financial sector.

Oliver obtained an MBA from INSEAD in 2005.

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Oliver joined Bearing Capital, LLC, a private equity firm in Buenos Aires focused on Latin American commodities investments.

He is currently a director of Guanajuato Silver Co.

He is also a director of Guanajuato Silver Co.

Ltd and President of the Committee for Monetary Research & Education, an organization founded by prominent economists and businessmen in 1970 in opposition to the Bretton Woods monetary system.

Nauman was appointed to our Board of Directors on September 7, 2023.

Nauman, age 75, was appointed to the Company's Board of Directors on September 7, 2023.

Nauman has more than 45 years of diversified operating experience in the mining industry ranging from exploration to mine construction and mine operations as well as business development, mine financing and senior management in the precious metals, base metals and coal sectors.

Nauman also co-founded and grew a successful industrial environmental services company focused on reclamation of historical mine-related liabilities in Canada and the United States.

Nauman was the Chairman and Chief Executive Officer of Alexco Resource Corp., Alexco Environmental Group Inc.

and Asset Liability Management Group ULC until September 2022.

He previously served as President of Viceroy Gold Corporation, Viceroy Minerals Corporation and was a director of Viceroy Resource Corporation, positions he held from February 1998 until February 2003.

Nauman also previously served on the Boards of Novagold Resources Inc, Nova Copper Inc (now Trilogy Metals Inc), and Spectrum Gold Inc.

Nauman was a General Manager of Kennecott Minerals from 1993 to 1998, where he oversaw the permitting, redevelopment, startup and operation of the Greens Creek Mine which lies within the Admiralty Island National Monument in Southeast Alaska.

Nauman holds an Honours Bachelor of Science in Geology from Otago University, New Zealand.

Nauman holds an Honors Bachelor of Science in Geology from Otago University, New Zealand.

None of our directors has been a director of any other company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of the Exchange Act, or any company registered as an investment company under the Investment Company Act of 1940, during the past five years.

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Subsequent to the decision in the first trial, the Crown filed an appeal regarding certain of the original determinations as they relate to Mr.

The summary conviction appeal was heard by the BC Supreme Court in May 2019.

Mossman and the remaining employee cross-appealed the two convictions held against them.

He and the remaining employee cross-appealed the two convictions held against them.

In February 2020, the court issued its decision and ordered a new trial in the matter for Mr.

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Counsel for Mr.

Mossman sought leave to appeal the BC Supreme Court decision to the BC Court of Appeal, which was dismissed as part of the order for a new trial.

Mossman sought leave to appeal the BC Supreme Court (the "BCSC") decision to the BC Court of Appeal (the "BCCA"), which was dismissed as part of the order for a new trial.

The Supreme Court of Canada dismissed an application by Mr.

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Mossman, were dropped, and concluded on July 26, 2023.

Mossman was acquitted on charges of failing to report environment spills and the dumping or discharging of mine wastes and conducting unauthorized work in or about a stream on the property.

Mossman was acquitted on charges of failing to report environment spills (the "Failure to Report Counts") and the dumping or discharging of mine wastes (the "Discharging Counts"), and conducting unauthorized work in or about a stream on the property.

He was found guilty of 13 environmental violations in relation to certain waste discharges at the Banks mining site and on September 26, 2023, Mr.

Mossman was fined a total of approximately C$30,000 in connection with all of the offences.

Mossman and the Crown have filed appeals from this trial.

The Crown has appealed all acquittals.

Mossman has appealed all convictions.

The hearing of both appeals has been scheduled for the week of January 15, 2024.

Mossman was fined approximately C$30,000 in connection with all of the offences.

Mossman and the Crown filed appeals with the BCSC from this decision, which on March 15, 2024 resulted in a dismissal of Mr.

Mossman's appeal against his convictions and granting of the Crown's appeal with respect to the Failure to Report Counts and Discharge Counts.

Mossman's counsel sought leave to appeal the BCSC decision to the BCCA, which was granted on June 21, 2024, and focused on the grounds for determining secondary liability.

The matter has been remitted for a new trial with respect to the Crown's appeal, a date for which has not yet been set.

None of the Company's directors or executive officers has been involved in any transactions with the Corporation or any of its directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Delinquent Section 16(a) Reports

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Such officers, directors and 10% stockholders are also required to furnish the company with copies of all Section 16(a) reports they file.

Based solely on our review of the copies of such forms received by the company, or written representations from the reporting persons as of the date of this Report, management believes that all Section 16(a) filing requirements applicable to directors, officers and 10% stockholders with respect to the fiscal year ended July 31, 2024 have been fulfilled, except that (a) Daniel Oliver filed two late reports relating to five transactions, (b) John Proust filed one late report relating to one transaction, (c) Joseph Mullin filed one late report (a Form 3 - no transactions), (d) Lawrence Lepard filed one late report relating to one transaction, (e) Myrmikan Gold Fund, LLC filed one late report relating to two transactions, and (f) VBS Exchange Pty Ltd.

filed three late reports relating to three transactions.

Audit Committee Financial Expert

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Nomination of Directors

The Corporation does not have a formal process or committee for proposing new nominees for election to the Board or for stockholders to make such nominations, and there has been no change in that regard since our last annual report on Form 10-K.

The Company does not have a formal process or committee for proposing new nominees for election to the Board or for stockholders to make such nominations, and there has been no change in that regard since our last annual report on Form 10-K.

Management is in contact with individuals involved in the mineral exploration sector, and in the event that we require any new directors, such individuals will be brought to the attention of the Board.

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The Code of Ethics obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without the Board's consent.

The Board is also required to comply with the conflict of interest provisions of relevant corporate and securities laws and regulations in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest.

Executive Compensation.

The following table sets forth information with respect to the compensation awarded or paid to Benjamin W.

Mossman, our Chief Executive Officer, President and a director and Vince Boon, our Chief Financial Officer and Treasurer (the "Named Executive Officers"), for all services rendered in all capacities to our company during the past two fiscal years.

As of July 31, 2023, we did not have any other executive officers or former executive officers who had received total compensation in excess of US$100,000 during the fiscal year ended July 31, 2023.

Pursuant to Item 402(m)(4) of Regulation S-K, we have omitted certain columns from the table since there was no compensation awarded to, earned by or paid to the Named Executive Officer that was required to be reported in such columns in either year.

Mossman continued to serve as our Chief Executive Officer and President during the current fiscal year until September 23, 2023, when he was succeeded by Joseph Mullin and Mr.

Mossman became an advisor to our company.

The following table sets forth information with respect to the compensation awarded or paid to Joseph Mullin, our Chief Executive Officer and President, Benjamin W.

Mossman, our former Chief Executive Officer and President, and Vince W.

Boon, our Chief Financial Officer and Treasurer (the "Named Executive Officers"), for all services rendered in all capacities to the Company during the past two fiscal years.

As of July 31, 2024, we did not have any other executive officers or former executive officers who had received total compensation in excess of $100,000 during the fiscal year ended July 31, 2024.

Pursuant to Item 402(m)(4) of Regulation S-K, we have omitted certain columns from the table since there was no compensation awarded to, earned by or paid to the Named Executive Officers that was required to be reported in such columns in either year.

Summary Compensation Table

Name and Principal Position

Year Ended July 31

Name and Principal Position Year Ended

July 31 Salary

($) Stock Awards

($) Option Awards (1) (2)

Mossman, Chief Executive Officer

Boon, Chief Financial Officer

(1) See Note 11 of the notes to our audited financial statements included in this Report for a description of the assumptions made in the valuation of option awards.

Joseph Mullin, Chief Executive Officer 2024 112,933 Nil 26,280 139,213

Mossman, Former Chief Executive Officer 2024 80,105 (3) Nil 153,806 233,911

2023 135,000 Nil 198,750 333,750

Chief Financial Officer 2024 43,452 Nil 7,800 51,252

2023 46,787 Nil 39,750 86,537

(1) See Note 13 of the notes to the audited financial statements included in the Company's annual report on Form 10-K for the year ended July 31, 2024 for a description of the assumptions made in the valuation of option awards .

(2) Represents share-based payments related to options vesting during the years presented.

(3) Out of this amount $22,500 represents salary paid, $23,855 vacation pay and $33,750 severance pay.

Outstanding Equity Awards at Fiscal Year-End

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Outstanding Equity Awards at Fiscal Year-End

Option Awards

Number of Securities

Unexercised Options

(#) Exercisable

Exercise Price

Option Expiration

Option Awards Stock Awards

Name Number of

(#) Exercisable Option

Price Option Expiration

Date Number of

Vested (#) Market Value

of Shares That

Joseph Mullin, Chief Executive Officer 412,241 $0.17

May 1, 2029 257,650 $43,801

Mossman, former Chief Executive Officer 1,338,500

502,238 $0.90

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February 21, 2028

September 22, 2028

December 12, 2028

May 1, 2029 Nil Nil

30,000 C$0.70

$0.26 August 21, 2024

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February 21, 2028

September 22, 2028 Nil Nil

Employment Agreements

On April 19, 2017, we entered into an executive employment agreement with Benjamin W.

Mossman, which was amended on April 16, 2018 (the "Executive Employment Agreement").

The Executive Employment Agreement, which commenced on May 1, 2017, provides for an annual salary of $135,000 per year and that Mr.

Mossman will, subject to the terms of the stock option plan and exchange policies, be granted options from time to time to maintain his right to purchase 5% of our issued and outstanding common stock.

Mossman has been granted options from time to time pursuant to the terms of his Executive Employment Agreement.

See Item 13, "Certain Relationships and Related Transactions, and Director Independence."

The Executive Employment Agreement included compensation provisions for Mr.

Mossman if there is a change of control, he is terminated without just cause, he resigns under circumstances contemplated in the Executive Employment Agreement or he dies while in our employment.

If there is a change of control and Mr.

Mossman is terminated within one (1) year of the date of a change of control or if Mr.

Mossman terminates his employment with us upon the occurrence of certain events, including a material adverse and fundamental change in his overall authority and responsibilities, Mr.

Mossman will be entitled to a lump sum amount equal to three (3) years of Mr.

Mossman's then applicable annual salary.

Mossman is otherwise terminated without just cause, Mr.

Mossman will be entitled to an amount equal to three (3) months of Mr.

Mossman's then applicable annual salary and will also be entitled to maintain in effect, until the earliest of the expiration of 18 months and the death of Mr.

Mossman, participation in certain of our benefit plans and stock option plans.

Mossman dies while employed with us, Mr.

Mossman's estate, subject to compliance with stock exchange requirements, our stock option plan, and the terms of the Executive Employment Agreement, will be entitled to continue Mr.

Mossman's participation in our stock option plan.

While serving as Chief Executive Officer and President, Mr.

Mossman devoted all of his working time to our business.

Currently, we expect our executive officers to allocate approximately 40-50% of their working time to our business.

Since September 23, 2023 Joseph Mullin has been providing services to the Company pursuant to a consulting agreement.

Until September 23, 2023 Benjamin W.

Mossman provided services to the Company pursuant to an Executive Employment Agreement.

Mullin is expected to commit 50% of his working time to the Company.

Other executive officers are expected to allocate approximately 25% of their working time to our business.

Benefit Plans

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The following table sets out compensation for the year ended July 31, 2024 of those individuals who served as directors during that year but did not qualify as Named Executive Officers.

Fees Earned or Paid in

Fees Earned or Paid in Cash

Option Awards (1)

$20,000 ( 1 )

Daniel Oliver Jr.

(1) See Note 13 of the notes to the audited financial statements included in the Company's Form 10-K annual report for the year ended July 31, 2024 for a description of the assumptions made in the valuation of option awards.

(2) Represents directors' fees.

Includes fees totaling $134,140 paid to a management services company owned by John Proust

(3) Represents share-based payments related to options granted during the year ended July 31, 2024.

(4) $20,000 represents director's fees and $130,356 represents fees paid to a management services company owned by John G.

Oliver became a director of the Company on July 10, 2023.

Nauman became a director of the Company on September 7, 2023.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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Name and Address of

Beneficial Owner

Named Executive Officer and Directors

2,551,183 (2)

3,237,399 (5)

6,434,281 (7)

Beneficial Owner Amount and

Ownership Percent of

Daniel Oliver Jr.

4,346,753 ( 8 )

Executive Officers and Directors as a Group (9 persons)

17,624,311 (2)(3)(4)(5)(6)(7)(8) (9)

EMA GARP FUND, LP

211 Grove Street

Wellesley, Massachusetts 02482

3,367,156 ( 10 )

(Director) 9,767,182 (2) 17.4%

Myrmikan Gold Fund, LLC

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New Canaan, Connecticut 06840 7,172,849 (3) 12.9%

3,763,683 ( 11 )

Yamana Gold Inc.

Royal Bank Plaza, North Tower

200 Bay Street, Suite 2200

Toronto, Ontario M5J 2J3

2,754,973 ( 12 )

Lepard (Director) 5,257,851 (4) 9.3%

VBS Exchange Pty Ltd

Level 12, 644 Chapel St.

Lvl 12, 644 Chapel Street

South Yarra, Melbourne

Victoria, Australia 3141 3,250,000 (5) 5.8%

4,750,000 ( 13 )

Michael Gentile

Montreal, QC H4X 2G4

4,053,000 ( 14 )

Based on 40,362,800 shares of common stock issued and outstanding as of October 25, 2023.

Mossman, a director and our former Chief Executive Officer and President, holds 377,329 shares of common stock, 155,714 warrants, 35,714 of which are exercisable into common stock at a price of C$1.00 per share until July 3, 2024, 20,000 of which are exercisable into common stock at a price of $1.00 per share until July 31, 2024, 50,000 of which are exercisable into common stock at a price of $0.60 per share until January 28, 2024, and 50,000 of which are exercisable into common stock at a price of $0.60 per share until January 31, 2025 and 2,018,140 stock options, 1,338,500 of which are exercisable into common stock at a price of $0.90 per share until September 22, 2025, 300,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027, 375,000 of which are exercisable into common stock at a price of $0.53 per share until February 21, 2028, and 4,640 of which are exercisable into common stock at a price of $0.26 per share until September 22, 2028.

Boon, our Chief Financial Officer and Treasurer, holds 155,000 stock options, 10,000 of which are exercisable into common stock at a price of C$0.70 per share until August 21, 2024, and 40,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027, 75,000 of which are exercisable into common stock at a price of $0.53 per share until February 21, 2028, and 30,000 of which are exercisable into common stock at a price of $0.26 per share until September 22, 2028.

Flanigan, a director, indirectly beneficially owns 138,750 shares of common stock and 94,375 warrants, 50,000 which are exercisable into common stock at a price of $0.60 per share until January 28, 2024 and 44,375 of which are exercisable into common stock at a price of $0.60 per share until January 31, 2025.

Flanigan also holds 245,000 stock options, 40,000 of which are exercisable into common stock at a price of C$0.70 per share until August 21, 2024, 100,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027 and 105,000 of which are exercisable into common stock at a price of $0.53 per share until February 21, 2028.

Proust, a director, directly and indirectly beneficially owns 1,659,626 shares of common stock.

Proust indirectly beneficially owns 1,027,773 warrants, 700,000 of which are exercisable into common stock at a price of $0.60 per share until January 28, 2024, 131,305 of which are exercisable into common stock at a price of $0.60 per share until January 31, 2025, 196,468 of which are exercisable into common stock at a price of $0.60 per share until February 17, 2025 and holds 550,000 stock options, 150,000 of which are exercisable into common stock at a price of C$1.00 per share until November 29, 2023, 75,000 of which are exercisable into common stock at a price of C$0.70 per share until August 21, 2024, 100,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027, 105,000 of which are exercisable into common stock at a price of $0.53 per share until February 21, 2028 and 120,000 of which are exercisable into common stock at a price of $0.26 per share until September 22, 2028.

Vehrs, a director, holds 25,000 shares of common stock and 12,500 warrants which are exercisable into common stock at a price of $0.60 per share until January 31, 2025, and 290,000 stock options, 20,000 of which are exercisable into common stock at a price of C$1.00 per share until November 29, 2023, 40,000 of which are exercisable into common stock at a price of C$0.70 per share until August 21, 2024, 100,000 of which are exercisable into common stock at a price of C$0.65 per share until February 7, 2027, 105,000 of which are exercisable into common stock at a price of $0.53 per share until February 21, 2028 and 25,000 of which are exercisable into common stock at a price of $0.26 per share until September 22, 2028.

Lepard, a director, holds 766,875 shares of common stock and indirectly beneficially owns an additional 135,000 shares of common stock through his children and 904,000 shares of common stock held by Sea View Investments, LLC.

Lepard also holds 305,000 stock options, 100,000 of which are exercisable into common stock at a price of C$0.70 per share until August 21, 2024, 100,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027 and 105,000 of which are exercisable into common stock at a price of $0.53 per share until February 21, 2028, and 362,500 warrants, 200,000 of which are exercisable into common stock at a price of C$1.00 per share until August 19, 2024, 150,000 of which are exercisable into common stock at a price of $0.60 per share until January 28, 2024 and 12,500 of which are exercisable into common stock at a price of $0.60 per share until February 17, 2025.

Lepard is deemed to indirectly beneficially own 593,750 warrants held by Sea View Investments, LLC, 500,000 of which are exercisable into common stock at a price of $0.60 per share until January 28, 2024 and 93,750 of which are exercisable into common stock at a price of $0.60 per share until February 17, 2025.

Lepard is the sole member and a manager of EMA GARP GP, LLC, which is the general partner of EMA GARP FUND, LP, and as such is deemed to indirectly beneficially own the securities that ar beneficially owned by EMA GARP FUND, LP.

See note (10).

Daniel Oliver Jr., a director, holds 489,000 warrants, 374,000 of which are exercisable into common stock at a price of $1.00 per share until September 9, 2024 and 115,000 of which are exercisable into common stock at a price of $0.60 per share until February 17, 2025, and 94,070 stock options which are exercisable into common stock at a price of $0.26 per share until September 22, 2028.

Mossman (Director) 1,203,084 (6) 2.1%

Joseph Mullin (CEO and President) 1,984,780 (7) 3.5%

Boon (CFO and Treasurer) 145,000 (8) *

Vehrs (Director) 330,275 (9) *

Proust (Director) 2,375,174 (10) 4.2%

Flanigan (Director) 450,900 (11) *

Clynt Nauman (Director) 406,844 (12) *

Executive officers and directors as a group (9 persons) 21,921,090 36.0%

* Less than 1%

(1) Beneficial ownership is presented on a partially diluted basis, based on 55,785,106 shares of common stock issued and outstanding as of the date of this proxy statement.

Pursuant to applicable SEC rules, options, warrants or other convertible securities currently exercisable or convertible, or exercisable or convertible within 60 days, are counted as outstanding for computing the percentage of the person holding such options, warrants or other convertible securities, but are not counted as outstanding for computing the percentage of any other person.

(2) Daniel Oliver Jr., a director, holds 180,000 shares of common stock.

Oliver also holds 309,070 stock options, 94,070 of which are exercisable into common stock at a price of $0.26 per share until September 22, 2028, 200,000 of which are exercisable into common stock at a price of $0.25 per share until December 12, 2028 and 15,000 of which are exercisable into common stock at a price of $0.17 per share until May 1, 2029.

Oliver has entered into a warrant standstill agreement with the company dated April 9, 2024, as amended on April 29, May 1 and September 12, 2024, pursuant to which Mr.

Oliver has agreed not to exercise 755,526 warrants (the "Oliver Warrants") he holds, 115,000 of which are exercisable into common stock at a price of $0.60 per share until February 17, 2025, 300,526 are exercisable into common stock at a price of $0.158 per share until April 29, 2027 and 340,000 are exercisable into common stock at a price of $0.115 per share until September 12, 2028.

The standstill agreement will remain in effect until terminated by Mr.

Oliver upon 61 days' written notice to the company.

On that basis, Mr.

Oliver currently does not beneficially own the shares underlying the Oliver Warrants, as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the " Exchange Act ").

As the managing member of Eridanus Capital LLC, Mr.

Oliver is deemed to indirectly beneficially own 2,105,263 shares of common stock that are beneficially owned by Eridanus Capital LLC.

Oliver is deemed to indirectly beneficially own the securities that are beneficially owned by Myrmikan Gold Fund LLC.

See note (3).

Nauman, a director, holds 94,070 stock options which are exercisable into common stock at a price of $0.26 per share until September 22, 2028.

EMA GARP FUND, LP holds 2,279,656 shares of common stock and 1,087,500 warrants, 50,000 of which are exercisable into common stock at a price of C$1.00 per share until July 3, 2024, 250,000 of which are exercisable into common stock at a price of C$1.00 per share until August 19, 2024, 100,000 of which are exercisable into common stock at a price of $1.00 per share until July 31, 2024, 625,000 of which are exercisable into common stock at a price of $0.60 per share until January 28, 2024 and 62,500 of which are exercisable into common stock at a price of $0.60 per share until February 17, 2025.

EMA GARP GP, LLC is the general partner of the EMA GARP FUND, LP.

Lawrence Lepard, one of our directors, is the sole member and a manager of EMA GARP GP, LLC.

See note (7).

Myrmikan Gold Fund LLC holds 2,692,849 shares of common stock and 1,070,834 warrants, 85,000 of which are exercisable into common stock at a price of C$1.00 per share until August 19, 2024, 173,334 of which are exercisable into common stock at a price of $1.00 per share until July 31, 2024, 625,000 of which are exercisable into common stock at a price of $0.60 per share until January 28, 2024 and 187,500 of which are exercisable into common stock at a price of $0.60 per share until January 31, 2025.

Daniel Oliver Jr., one of our directors, is the managing member of Myrmikan Gold Fund LLC (the "Fund").

Myrmikan Capital, LLC, an investment adviser, is the manager of the Fund (the "Manager").

(3) Myrmikan Gold Fund, LLC ("Myrmikan") has entered into a warrant standstill agreement with the company dated April 9, 2024, as amended October 10, 2024 pursuant to which Myrmikan has agreed not to exercise 5,310,014 warrants (the "Myrmikan Warrants"), of which 187,500 are exercisable into common stock at a price of $0.60 per share until January 31, 2025, 750,000 are exercisable into common stock at a price of $0.26 per share until November 7, 2025, 140,000 are exercisable into common stock at a price of $0.26 per share until December 7, 2025, 1,350,000 are exercisable into common stock at a price of $0.158 per share until April 9, 2027 and 2,882,514 are exercisable into common stock at a price of $0.1735 per share until October 10, 2028.

The standstill agreement will remain in effect until terminated by Myrmikan upon 61 days' written notice to the company.

On that basis, Myrmikan currently does not beneficially own the shares underlying any of the Myrmikan Warrants, as defined for purposes of Section 13(d) of the Exchange Act.

Daniel Oliver Jr., one of our directors, is the managing member of Myrmikan.

Myrmikan Capital, LLC, an investment adviser, is the manager of Myrmikan (the "Manager").

Oliver owns a 97.5% membership interest in, and is the manager of, the Manager.

As the manager of the Fund, the Manager is deemed to share beneficial ownership of the shares beneficially owned by the Fund.

As the manager of Myrmikan , the Manager is deemed to share beneficial ownership of the shares beneficially owned by Myrmikan .

As the manager of the Manager, Mr.

Oliver is likewise deemed to share beneficial ownership of the shares beneficially owned by the Fund and the Manager.

Oliver is likewise deemed to share beneficial ownership of the shares beneficially owned by Myrmikan and the Manager.

See note (11).

Beneficially owned through Meridian Jerritt Canyon Corp., a wholly owned subsidiary of Yamana Gold Inc.

VBS Exchange Pty Ltd.

holds 3,000,000 shares of common stock and 1,750,000 warrants, 500,000 of which are exercisable into common stock at a price of $0.60 per share until January 28, 2024, 1,000,000 of which are exercisable into common stock at a price of $1.00 per share until July 31, 2024, and 250,000 of which are exercisable into common stock at a price of $0.60 per share until January 31, 2025.

(4) Lawrence W.

Lepard, a director, holds 977,405 shares of common stock and indirectly beneficially owns an additional 135,000 shares of common stock through his children and 904,000 shares of common stock held by Sea View Investments, LLC.

Lepard also holds 2 67,775 stock options, 100,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027, 105,000 of which are exercisable into common stock at a price of $0.53 per share until February 21, 2028, 47,775 of which are exercisable into common stock at a price of $0.25 per share until December 12, 2028 and 15,000 of which are exercisable into common stock at a price of $0.17 per share until May 1, 2029.

Lepard holds 117,765 warrants, 12,500 of which are exercisable into common stock at a price of $0.60 per share until February 17, 2025 and 105,265 of which are exercisable into common stock at a price of $0.158 per share until April 29, 2027.

Lepard is deemed to indirectly beneficially own 93,750 warrants held by Sea View Investments, LLC, which are exercisable into common stock at a price of $0.60 per share until February 17, 2025.

EMA GARP FUND, LP holds 2,559,656 shares of common stock and 202,500 warrants, 62,500 of which are exercisable into common stock at a price of $0.60 per share until February 17, 2025 and 140,000 of which are exercisable into common stock at a price of $0.26 per share until November 7, 2025 .

(5) VBS Investments Pty Ltd.

holds 100% of the issued share capital in VBS Exchange Pty Ltd and therefore indirectly beneficially owns all of our equity securities that are beneficially owned by VBS Exchange Pty Ltd.

Beneficially owned through 9458-2855 Quebec Inc., a company wholly owned by Michael Gentile.

Includes 2,142,000 shares of common stock and 1,911,000 warrants, 1,680,000 of which are exercisable into common stock at a price of $0.60 per share until January 28, 2024 and 231,000 of which are exercisable into common stock at a price of $0.60 per share until February 17, 2025.

Less than 1%.

Includes 250,000 warrants which are exercisable into common stock at a price of $0.60 per share until January 31, 2025.

(6) Benjamin W.

Mossman, a director and our former Chief Executive Officer, President holds 377,329 shares of common stock, 50,000 warrants which are exercisable into common stock at a price of $0.60 per share until January 31, 2025 and 775,755 stock options, 4,640 of which are exercisable into common stock at a price of $0.26 per share until September 22, 2028, 268,877 of which are exercisable into common stock at a price of $0.25 per share until December 12, 2028 and 502,238 of which are exercisable into common stock at a price of $0.17 per share until May 1, 2029.

(7) Joseph Mullin, our Chief Executive Officer and President holds 377,193 shares of common stock, 188,596 warrants, 83,333 of which are exercisable into common stock at a price of $0.26 per share until November 7, 2025 and 105,263 of which are exercisable into common stock at a price of $0.158 per share until April 9, 2027 and 1,418,991 stock options held indirectly through Mount Arvon Partners LLC, a company wholly owned by Mr.

Mullin, 412,241 of which are exercisable into shares of common stock at a price of $0.17 per share until May 1, 2029 and 1,006,750 of which are exercisable into shares of common stock at a price of $0.10 per share until September 29, 2029 .

The stock options vest 25% on the date of grant and 12.5% at the beginning of each calendar quarter following the date of grant.

Boon, our Chief Financial Officer and Treasurer, held 145,000 stock options, 40,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027, 75,000 of which are exercisable into common stock at a price of $0.53 per share until February 21, 2028, and 30,000 of which are exercisable into common stock at a price of $0.26 per share until September 22, 2028 .

(9) Thomas I.

Vehrs, a director, holds 25,000 shares of common stock, 12,500 warrants which are exercisable into common stock at a price of $0.60 per share until January 31, 2025 and 292,775 stock options, 100,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027, 105,000 of which are exercisable into common stock at a price of $0.53 per share until February 21, 2028, 25,000 of which are exercisable into common stock at a price of $0.26 per share until September 22, 2028, 47,775 of which are exercisable into common stock at a price of $0.25 per share until December 12, 2028 and 15,000 of which are exercisable into common stock at a price of $0.17 per share until May 1, 2029.

Proust, a director, directly owns 36,206 shares of common stock and indirectly beneficially owns 1,623,420 shares of common stock.

Proust indirectly beneficially owns 327,773 warrants, 131,305 of which are exercisable into common stock at a price of $0.60 per share until January 31, 2025, 196,468 of which are exercisable into common stock at a price of $0.60 per share until February 17, 2025.

Proust also holds 387 ,775 stock options, 100,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027, 105,000 of which are exercisable into common stock at a price of $0.53 per share until February 21, 2028, 120,000 of which are exercisable into common stock at a price of $0.26 per share until September 22, 2028, 47,775 of which are exercisable into common stock at a price of $0.25 per share until December 12, 2028 and 15,000 of which are exercisable into common stock at a price of $0.17 per share until May 1, 2029.

(11) Murray G.

Flanigan, a director, indirectly beneficially owns 138,750 shares of common stock and 44,375 warrants which are exercisable into common stock at a price of $0.60 per share until January 31, 2025.

Flanigan also holds 267,775 stock options, 100,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027, 105,000 of which are exercisable into common stock at a price of $0.53 per share until February 21, 2028, 47,775 of which are exercisable into common stock at a price of $0.25 per share until December 12, 2028 and 15,000 of which are exercisable into common stock at a price of $0.17 per share until May 1, 2029.

(12) Clynton R.

Nauman, a director, holds 166,666 shares of common stock, 83,333 warrants which are exercisable into common stock at a price of $ 0.26 per share until November 7, 2025 and 156,845 stock options, 94,070 of which are exercisable into common stock at a price of $0.26 per share until September 22, 2028, 47,775 of which are exercisable into common stock at a price of $0.25 per share until December 12, 2028 and 15,000 of which are exercisable into common stock at a price of $0.17 per share until May 1, 2029.

Changes in Control

6 unchanged sentences

As of July 31, 2024

Plan Category

Plan Category Number of

securities to

and rights Number of

available for

Equity compensation plans approved by shareholders

Equity compensation plans approved by shareholders 5,578,511 C$0.69 -

Equity compensation plans not approved by shareholders - - -

Total 5,578,511 C$0.69 -

Certain Relationships and Related Transactions, and Director Independence.

8 unchanged sentences

During the year ended July 31, 2024, the Company paid $132,421 to JPA under this agreement.

On October 16, 2018, we entered into an agreement with Meridian Jerritt Canyon Corp.

("Meridian"), a wholly-owned subsidiary of Yamana Gold Inc., pursuant to which Meridian completed a strategic initial investment in our company of C$1.75 million through the purchase of 1,750,000 units (the "Agreement").

Under the Agreement, Meridian has the right, for as long as it owns 5% or more of our outstanding shares of common stock, to participate in any of our future equity financings in order to maintain its percentage equity interest or to increase its equity ownership up to 19.9% of our issued and outstanding shares.

In addition, Meridian will be permitted to nominate one individual to our Board of Directors and to appoint two members to our advisory committee.

Daniel Oliver Jr.

12 unchanged sentences

Pursuant to an agreement dated January 27, 2023, Eridanus agreed to extend the maturity date of the Loan by one year to September 4, 2024 and to reduce the interest rate from 25% to 15% per annum compounded monthly for a period of 12 months from February 17, 2023.

After February 17, 2024, the rate of interest will revert to 25% per annum compounded monthly.

After February 17, 2024, the rate of interest reverted to 25% per annum compounded monthly.

We paid $250,000 to Eridanus to reduce the outstanding Loan and we issued an aggregate of 575,000 share purchase warrants to the members of Eridanus in proportion to their respective interests.

17 unchanged sentences

July 31, 2024

July 31, 2022

(C$) July 31, 2023

Audit Fees 87,171

Audit-Related Fees - -

16 unchanged sentences

(b) The following exhibits are being filed as part of this Report:

Exhibit Description

Number Exhibit Description

3.1 Articles of Incorporation, as amended through March 29, 2017 (1)

1 unchanged sentence

3.3 Certificate of Amendment dated September 18, 2020 (2)

3.4 Bylaws (3)

4.1 Description of Capital Stock (4)

2 unchanged sentences

10.3 April 16, 2018 Amendment to the Employment Agreement with Benjamin Mossman dated as of April 19, 2017 (5)

Form of Subscription Agreement with Meridian Jerritt Canyon Corp., a wholly-owned subsidiary of Yamana Gold Inc., dated October 16, 2018 ( 6 )

10.4 Consulting Agreement with J.

16 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.INS Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document

101.SCH XBRL Taxonomy Schema Linkbase Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

5 unchanged sentences

(5) Included as an exhibit to our registration statement on Form S-1 filed on May 29, 2018 and incorporated herein by reference.

(6) Included as an exhibit to post-effective Amendment No.

1 to our Form S-1 registration statement filed on November 26, 2018 and incorporated herein by reference.

(6) Included as an exhibit to our Form S-1 registration statement filed on January 17, 2019 and incorporated herein by reference.

5 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

October 30, 2023

RISE GOLD CORP.

2 unchanged sentences

President and Chief Executive Officer

October 29, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

27 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-K

Item 9A. Controls and Procedures