Rise Gold Corp. 10-K

Item 8. Financial Statements and Supplementary Data. - 52 - CONSOLIDATED FINANCIAL STATEMENTS (Expressed in United States Dollars) FOR THE YEAR ENDED JULY 31, 2024 - 53 - REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Directors of Rise Gold Corp. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Rise Gold Corp. (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 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 financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 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 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. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. 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 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 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 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 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 financial statements. These procedures include, among others: evaluating management's assessment of indicators of impairment; evaluation of future commodity pricing; assessing good standing of mineral property rights; and evaluating the Company's current, past, and planned exploration expenditures and ability to carry out future exploration activity. We have served as the Company's auditor since 2013. /s/ DAVIDSON & COMPANY LLP Vancouver, Canada Chartered Professional Accountants October 29, 2024 RISE GOLD CORP. (An Exploration Stage Company) CONSOLIDATED BALANCE SHEETS (Expressed in United States Dollars) AS AT July 31, 2024 July 31, 2023 ASSETS Current Cash and cash equivalents (Note 4) $ 243,669 $ 758,272 Receivables 21,971 82,529 Prepaid expenses (Note 5) 117,468 140,042 Assets held for sale (Note 7) 511,530 - Total current assets 894,638 980,843 Non-current Mineral property interests (Note 6) 4,149,053 4,149,053 Equipment (Note 7) - 528,465 Deferred financing asset (Note 12) 111,707 - Total assets $ 5,155,398 $ 5,658,361 LIABILITIES AND STOCKHOLDERS' EQUITY Current Accounts payable and accrued liabilities $ 874,589 $ 457,412 Loan payable (Note 10) 1,658,060 - Payable to related parties (Note 9) 128,949 51,159 Total current liabilities 2,661,598 508,571 Non-current Loan payable (Note 10) - 1,437,914 Credit facility (Note 12) 116,130 - Derivative liability (Note 11) - 140,015 Total liabilities 2,777,728 2,086,500 Stockholders' equity Capital stock, $ 0.001 par value, 400,000,000 shares authorized; 55,785,106 (July 31, 2023 - 40,362,800 ) shares issued and outstanding (Note 13) 55,785 40,363 Additional paid-in capital (Note 13) 32,660,586 30,304,568 Cumulative translation adjustment ( 104,084 ) ( 104,084 ) Deficit ( 30,234,617 ) ( 26,668,986 ) Total stockholders' equity 2,377,670 3,571,861 Total liabilities and stockholders' equity $ 5,155,398 $ 5,658,361 Nature and continuance of operations (Note 1) Contingency (Note 8) Subsequent events (Note 17) Approved and authorized by the Board on October 25, 2024 "Benjamin Mossman" Director "Murray Flanigan" Director Benjamin Mossman Murray Flanigan The accompanying notes are an integral part of these consolidated financial statements. - 56 - RISE GOLD CORP. (An Exploration Stage Company) CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS (Expressed in United States Dollars) FOR THE YEAR ENDED JULY 31, 2024 2023 EXPENSES Accretion expense (Note 10 and 12) $ 122,920 $ 149,505 Consulting 310,718 565,885 Directors' fees 118,022 81,209 Filing and regulatory 38,910 57,751 Foreign exchange loss 15,421 45,134 General and administrative 445,028 363,287 Geological, mineral, and prospect costs (Note 6) 808,832 772,636 Interest expense (Note 10 and 12) 306,246 328,097 Professional fees 1,000,394 757,769 Promotion and shareholder communication 58,361 183,340 Salaries 89,296 135,000 Share-based payments (Note 13) 345,507 466,527 Loss before other items ( 3,659,655 ) ( 3,906,140 ) Gain on fair value adjustment on derivative liability (Note 11) 140,015 233,895 Write-off on receivable ( 64,356 ) - Other income 18,365 11,863 Net loss and comprehensive loss for the year ( 3,565,631 ) ( 3,660,382 ) Basic and diluted loss per common share $ ( 0.08 ) $ ( 0.10 ) Weighted average number of common shares outstanding (basic and diluted) 46,995,567 36,393,029 The accompanying notes are an integral part of these consolidated financial statements. - 57 - RISE GOLD CORP. (An Exploration Stage Company) CONSOLIDATED STATEMENT OF CASH FLOWS (Expressed in United States Dollars) FOR THE YEAR ENDED JULY 31, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES Loss for the year $ ( 3,565,631 ) $ ( 3,660,382 ) Items not involving cash: Interest expense 306,246 328,097 Depreciation 16,935 22,971 Share-based payment 345,507 466,527 Accretion expense 122,920 149,505 Gain on fair value adjustment on warrant derivatives ( 140,015 ) ( 233,895 ) Non-cash working capital item changes: Receivables 60,558 2,828 Prepaid expenses 22,574 289,260 Accounts payables and accrued liabilities 539,917 135,470 Payable to related parties 77,790 23,141 Net cash used in operating activities ( 2,213,199 ) ( 2,476,478 ) CASH FLOWS FROM FINANCING ACTIVITIES Private placement, net of issuance cost 1,898,596 2,985,423 Loan repayment ( 200,000 ) ( 250,000 ) Proceeds from exercise of options - 27,409 Net cash provided by financing activities 1,698,596 2,762,832 Change in cash and cash equivalents for the year ( 514,603 ) 286,354 Cash and cash equivalents, beginning of year 758,272 471,918 Cash and cash equivalents, end of year $ 243,669 $ 758,272 Supplemental disclosure with respect to cash flows (Note 15) The accompanying notes are an integral part of these consolidated financial statements. - 58 - RISE GOLD CORP. (An Exploration Stage Company) CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Expressed in United States Dollars) Capital Stock Additional Paid-in Capital Cumulative Translation Adjustment Number Amount Deficit Total Balance as at July 31, 2022 32,787,798 $ 32,788 $ 26,678,566 $ ( 104,084 ) $ ( 23,008,604 ) $ 3,598,666 Shares issued for cash, net of issuance cost 7,500,002 7,500 2,977,923 - - 2,985,423 Options exercise 75,000 75 27,334 - - 27,409 Warrants issued for loan modification - - 154,218 - - 154,218 Share-based compensation - - 466,527 - - 466,527 Loss for the year - - - - ( 3,660,382 ) ( 3,660,382 ) Balance as at July 31, 2023 40,362,800 $ 40,363 $ 30,304,568 $ ( 104,084 ) $ ( 26,668,986 ) $ 3,571,861 Shares issued for cash, net of issuance cost 15,422,306 15,422 1,883,174 - - 1,898,596 Warrants issued for credit facility - - 127,337 - - 127,337 Share-based compensation - - 345,507 - - 345,507 Loss for the year - - - - ( 3,565,631 ) ( 3,565,631 ) Balance as at July 31, 2024 55,785,106 $ 55,785 $ 32,660,586 $ ( 104,084 ) $ ( 30,234,617 ) $ 2,377,670 The accompanying notes are an integral part of these consolidated financial statements. - 59 - 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) 1. NATURE AND CONTINUANCE OF OPERATIONS Rise Gold Corp. (the "Company") was originally incorporated as Atlantic Resources Inc. in the State of Nevada on February 9, 2007 and is in the exploration stage. On April 11, 2012, the Company merged its wholly-owned subsidiary, Patriot Minefinders Inc., a Nevada corporation, in and to the Company to effect a name change to Patriot Minefinders Inc. On January 14, 2015, the Company completed a name change to Rise Resources Inc. in the same manner. On March 29, 2017, the Company changed its name to Rise Gold Corp. These mergers were carried out solely for the purpose of effecting these changes of names. On September 18, 2020, the Company increased its authorized capital from 40,000,000 shares to 400,000,000 shares. On January 29, 2016, the Company completed an initial public offering in Canada and began trading on the Canadian Securities Exchange ("CSE") on February 1, 2016. The Company is in the early stages of exploration and as is common with any exploration company, it raises financing for its acquisition activities. The accompanying consolidated financial statements have been prepared on the going concern basis, which presumes that the Company will continue operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has incurred a loss of $ 3,565,631 for the year ended July 31, 2024 and has accumulated a deficit of $ 30,234,617 . The ability of the Company to continue as a going concern is dependent on the Company's ability to maintain continued support from its shareholders and creditors and to raise additional capital and implement its business plan. There is no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company. These events and conditions cast substantial doubt about the Company's ability to continue as a going concern. 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, 2024, the Company had working capital deficit of $ 1,766,960 (2023 - working capital of $ 472,272 ). 2. BASIS OF PREPARATION Generally accepted accounting principles These consolidated financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America ("US GAAP") for financial information with the instructions to Form 10-K and Regulation S-K. - 60 - 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) 2. BASIS OF PREPARATION (continued) Basis of Consolidation These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Rise Grass Valley Inc. All significant intercompany accounts and transactions have been eliminated on consolidation. Subsidiaries Subsidiaries are all entities over which the Company has exposure to variable returns from its involvement and has the ability to use power over the investee to affect its returns. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company until the date on which control ceases. The accounts of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Intercompany transactions, balances and unrealized gains or losses on transactions are eliminated upon consolidation. Use of Estimates The preparation of these financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant areas requiring the use of estimates include the carrying value and recoverability of mineral properties and the recognition of deferred tax assets based on the change in unrecognized deductible temporary tax differences. Actual results could differ from those estimates and would impact future results of operations and cash flows. Functional and reporting currency The Company and its wholly owned subsidiary, Rise Grass Valley Inc. functional and reporting currency is the United States dollar. Transactions in currencies other than the functional currency of the Company are initially translated into the functional currency by applying the exchange rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate prevailing at the date of the statement of financial position. Non-monetary assets and liabilities are translated at historical exchange rates, unless the item is carried at fair value, in which case it will be translated at the exchange rate in effect at the date when the fair value was determined. Resulting foreign exchange gains and losses are recognized in income or loss. - 61 - 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) 3. SIGNIFICANT ACCOUNTING POLICIES Derivative liability Derivatives are initially recognized at the fair value on the date the derivative contract is entered into and transaction costs are expensed. The Company's derivatives are subsequently re-measured at their fair value at each balance sheet date with changes in fair value recognized in profit or loss. As the exercise price of the Company's warrants are in Canadian Dollars, and the functional currency of the Company is the United States Dollar, these warrants are considered a derivative as a variable amount of cash in the Company's functional currency will be received upon exercise. Receivables The Company reviews all receivables that exceed terms and establishes an allowance for doubtful accounts based on management's assessment of the collectability of trade and other receivables. Mineral property The costs of acquiring mineral rights are capitalized at the date of acquisition. After acquisition, various factors can affect the recoverability of the capitalized costs. If, after review, management concludes that the carrying amount of a mineral property is impaired, it will be written down to estimated fair value. Exploration costs incurred on mineral properties are expensed as incurred. Development costs incurred on proven and probable reserves will be capitalized. Upon commencement of production, capitalized costs will be amortized using the unit-of-production method over the estimated life of the ore body based on proven and probable reserves (which exclude non-recoverable reserves and anticipated processing losses). When the Company receives an option payment related to a property, the proceeds of the payment are applied to reduce the carrying value of the exploration asset. Long-lived assets Long-lived assets, consisting of equipment held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the recoverability test is performed using undiscounted net cash flows related to the long-lived assets. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Equipment Equipment is recorded at cost less accumulated depreciation. Depreciation is provided over the assets' useful lives on a straight-line basis . Equipment purchased by the Company is depreciated over 15 years . Asset retirement obligations The Company records the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development, and/or normal use of the long-lived assets. The Company also records a corresponding asset which is amortized over the life of the asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation is adjusted at the end of each period to reflect the passage of time (accretion expense) and changes in the estimated future cash flows underlying the obligation (asset retirement cost). - 62 - 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) 3. SIGNIFICANT ACCOUNTING POLICIES (continued) Loss per share Basic loss per common share is computed using the weighted average number of common shares outstanding during the year. To calculate diluted loss per share, the Company adjusts net income (loss) attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares such as stock options and warrants. As at July 31, 2024, 5,578,511 outstanding options and 16,711,575 outstanding warrants were excluded from the diluted calculation. In reporting periods when a loss is incurred, potential issuance of shares would be anti-dilutive and, therefore, basic and diluted loss per share are the same. Financial instruments 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. The fair values of these financial instruments approximate their carrying values unless otherwise noted. Fair value of financial assets and liabilities The Company measures the fair value of financial assets and liabilities based on US GAAP guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition, except for those arising from certain related party transactions which are accounted for at the transferor's carrying amount or exchange amount. Financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income. Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest rate method of amortization. Financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in income. The following indicates the fair value hierarchy of the valuation techniques the Company utilizes to determine the fair value of financial assets that are measured at fair value on a recurring basis. Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities; Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and Level 3 - Inputs that are not based on observable market data. 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 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. - 63 - 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) 3. SIGNIFICANT ACCOUNTING POLICIES (continued) Concentration of credit risk 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. Stock-based compensation The Company accounts for share-based compensation under the provisions of ASC 718, "Compensation-Stock Compensation". Under the fair value recognition provisions, stock-based compensation expense is measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measured. Share-based compensation for all stock-based awards to employees and directors is recognized as an expense over the requisite service period, which is generally the vesting period. The Black-Scholes option valuation model is used to calculate fair value. Income taxes The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss from the current year and any adjustment to income taxes payable related to previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or subsequently enacted by the year-end date. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under the asset and liability method the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion or all of the deferred tax asset will not be recognized. Recently adopted and recently issued accounting standards 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. 4. 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. - 64 - 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) 5. PREPAID EXPENSES July 31, 2024 July 31, 2023 Insurance $ 56,922 $ 79,758 Deposits 48,226 50,539 Investor relations 12,320 9,745 $ 117,468 $ 140,042 6. MINERAL PROPERTY INTERESTS The Company's mineral properties balance consists of: Idaho-Maryland, California Ending balance, July 31, 2024 and 2023 $ 4,149,053 Title to mineral properties Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain mineral titles as well as the potential for problems arising from the frequently ambiguous conveying history characteristic of many mineral properties. As at July 31, 2024, the Company holds title to the Idaho-Maryland Gold Mine Property. As of July 31, 2024, based on management's review of the carrying value of mineral rights, management determined that there is no evidence that the cost of these acquired mineral rights will not be fully recovered and accordingly, the Company determined that no adjustment to the carrying value of mineral rights was required. As of the date of these consolidated financial statements, the Company has not established any proven or probable reserves on its mineral properties and has incurred only acquisition and exploration costs. Idaho-Maryland Gold Mine Property, California On August 30, 2016, the Company entered into an option agreement with three parties to purchase a 100 % interest in and to the Idaho-Maryland Gold Mine property located near Grass Valley, California, United States. Pursuant to the option agreement, in order to exercise the option, the Company was required to pay $ 2,000,000 by November 30, 2016. Upon execution of the option agreement, the Company paid the vendors a non-refundable cash deposit in the amount of $ 25,000 , which would be credited against the purchase price of $ 2,000,000 upon exercise of the option. On November 30, 2016, the Company negotiated an extension on the closing date of the option agreement to December 26, 2016, in return for a cash payment of $ 25,000 , which would be credited against the purchase price of $ 2,000,000 upon exercise of the option. On December 28, 2016, the Company negotiated a further no-cost extension of the closing date of the option agreement to April 30, 2017. On January 25, 2017, the Company exercised the option by paying $ 1,950,000 and acquired a 100 % interest in the Idaho-Maryland Gold Mine property. In connection with the option agreement, the Company agreed to pay a cash commission of $ 140,000 equal to 7 % of the purchase price of $ 2,000,000 . The commission was settled on January 25, 2017 through the issuance of 92,000 units valued at $ 1.16 (C$ 2.00 ) per unit. Each unit consisted of one share of common stock and one transferable share purchase warrant exercisable into one share of common stock at a price of $ 3.04 (C$ 4.00 ) for a period of two years from the date of issuance. The Company also incurred additional transaction costs of $ 109,053 , which have been included in the carrying value of the Idaho-Maryland Gold Mine. - 65 - 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) 6. 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. ("Sierra") to purchase a 100 % interest in and to certain surface rights located near Grass Valley, California, United States, contiguous to the Idaho-Maryland Gold Mine property acquired by the Company on January 25, 2017. Pursuant to the option agreement, in order to exercise the option, the Company was required to pay $ 1,900,000 by March 31, 2017. Upon execution of the option agreement, the Company paid the vendors a non-refundable cash deposit in the amount of $ 100,000 , which was credited against the purchase price of $ 1,900,000 upon exercise of the option. On April 3, 2017, the Company negotiated an extension of the closing date of the option agreement to June 30, 2017, in return for a cash payment of $ 200,000 , at which time a payment of $ 1,600,000 was due in order to exercise the option. On June 7, 2017, the Company negotiated an extension of the closing date of the option agreement to September 30, 2017, in return for a cash payment of $ 300,000 , at which time a payment of $ 1,300,000 was due in order to exercise the option. On May 14, 2018, the Company completed the purchase of the surface rights by making final payments totalling $ 1,300,000 . As at July 31, 2024, the Company has incurred cumulative exploration expenditures of $ 9,539,814 on the Idaho-Maryland Gold Mine property as follows: Year ended July 31, 2024 Year ended July 31, 2023 Idaho-Maryland Gold Mine expenditures: Opening balance $ 8,730,982 $ 7,958,346 Consulting 715,108 629,183 Depreciation 16,935 22,971 Engineering 4,622 20,370 Exploration 1,405 ( 28,183 ) Logistics 5,269 21,815 Rent 53,432 97,332 Supplies 11,251 9,148 Sampling 810 - Total expenditures for the year 808,832 772,636 Closing balance $ 9,539,814 $ 8,730,982 - 66 - 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) 7. EQUIPMENT Cost Drilling equipment At July 31, 2022 $ 644,847 At July 31, 2023 $ 644,847 At July 31, 2024 $ 644,847 Accumulated depreciation At July 31, 2022 $ 93,411 Depreciation $ 22,971 At July 31, 2023 $ 116,382 Depreciation $ 16,935 At July 31, 2024 $ 133,317 Total carrying value, July 31, 2023 $ 528,465 Total carrying value, July 31, 2024 $ 511,530 Assets held for sale $ ( 511,530 ) 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. 8. CONTINGENCY During the year ended July 31, 2014, the Company entered into a binding letter of intent ("LOI") with Wundr Software Inc. ("Wundr"). Under the terms of the LOI, the Company would acquire 100% of the issued and outstanding common shares of Wundr. Due to unforeseen circumstances, the Company did not complete the transactions contemplated in the LOI, which the Company announced had expired on January 10, 2014. On September 17, 2014, the Company learned that it was the subject, along with a number of additional defendants, of a notice of civil claim (the "Claim") filed in the Supreme Court of British Columbia by Wundr, under which Wundr is seeking general damages from the Company as well as damages for conspiracy to cause economic harm. None of the allegations contained in the Claim have been proven in court. 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. - 67 - 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) 9. RELATED PARTY TRANSACTIONS Key management personnel consist of the Chief Executive Officer, Chief Financial Officer, and the directors of the Company. The remuneration of the key management personnel is as follows: 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. c) During the year ended July 31, 2024, the Company paid $ 132,421 (2023 - $ 134,140 ) in professional fees to a company controlled by a director of the Company. d) Share-based compensation of $ 338,692 (2023 - $ 421,883 ) for options granted during the year ended July 31, 2024. e) As at July 31, 2024, $ 128,949 (2023 - $ 51,159 ) was owed to related parties. 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. 10. LOAN PAYABLE On September 3, 2019, the Company completed a debt financing with Eridanus Capital LLC (the "Lender") for $ 1,000,000 (the "Loan"). The Loan has a term of 4 years and an annual interest rate of 10 % for the first two years increasing to 20 % in year 3 and to 25 % in year 4. Interest will accrue and be paid along with the principal upon the maturity date. The Lender received 1,150,000 bonus share purchase warrants as additional consideration for advancing the Loan. The fair value of these warrants was calculated to be $ 444,942 which was netted against the loan payable balance along with $ 15,000 paid to the lender for a total of $ 459,942 in issuance costs. Each warrant entitles the holder to acquire one share of common stock at an exercise price of $ 0.80 (C$ 1.00 ) for a period of three years from the date of issuance. The Loan may be repaid prior to the maturity date, in whole or in part, provided that all accrued interest is paid. In addition, if total interest payments are less than $200,000, the difference will be paid to the Lender as prepayment compensation. The Loan is secured against the assets of the Company and its subsidiary and will be used for permitting, engineering, and working capital at the Company's Idaho Maryland Gold Project. Loan Payable Balance, July 31, 2022 $ 1,364,530 Interest expense 328,097 Accretion expense 149,505 Issuance costs ( 154,218 ) Repayment ( 250,000 ) Balance, July 31, 2023 $ 1,437,914 Interest expense 299,228 Accretion expense 120,918 Repayment ( 200,000 ) Balance, July 31, 2024 $ 1,658,060 - 68 - 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) 10. 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 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. Accordingly, no gain or loss was recorded and a new effective interest rate of 32.67 % was established based on the carrying value of the debt and the revised cash flow. Each warrant entitles the holder to acquire one share at an exercise price of $ 0.60 for a period of two years from the date of issuance. The fair value of these warrants was calculated to be $ 154,218 which was netted against the loan payable balance. The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants: February 17, 2023 Risk-free interest rate 4.15 % Expected life of warrants 2 years Expected annualized volatility 99.02 % Share price at grant date $ 0.53 Exercise price $ 0.60 Fair value $ 0.27 Dividend Nil Forfeiture rate 0 % 11. DERIVATIVE LIABILITY The exercise price of the Company's share purchase warrants is fixed in Canadian dollars and the functional currency of the Company is the US dollar. These warrants are considered to be a derivative as a variable amount of cash in the Company's functional currency that will be received on exercise of the warrants. Accordingly, the share purchase warrants issued as part of past financings, are classified, and accounted for as warrant derivative. Share purchase warrants with a compensatory nature are not included in this calculation. The following table shows a continuity of the Company's fair value of warrant derivative: Warrant derivative Number of warrants accounted for as derivative liability Balance, July 31, 2022 $ 373,910 4,991,645 Fair value adjustment ( 233,895 ) - Balance, July 31, 2023 $ 140,015 4,991,645 Fair value adjustment ( 140,015 ) - Balance, July 31, 2024 $ - 2,291,322 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 ). - 69 - 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) 11. 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: July 31, 2024 July 31, 2023 Risk-free interest rate 3.46 % 4.67 % Expected life of warrants 0.05 years 0.93 to 1.05 years Expected annualized volatility 33.73 % 151.04 % to 154.60 % Dividend Nil Nil Forfeiture rate 0 % 0 % 12. 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 122,739 Interest expense 7,018 Issuance costs ( 15,629 ) Accretion expense 2,002 Balance, July 31, 2024 $ 116,130 Deferred Financing Asset Balance, July 31, 2023 $ - Issuance costs 1,000,000 warrants 127,336 Allocation to credit facility ( 15,629 ) Balance, July 31, 2024 $ 111,707 - 70 - 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) 12. 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 3.67 % Expected life of warrants 4 years Expected annualized volatility 122.71 % Share price at grant date $ 0.16 Exercise price $ 0.16 Fair value $ 0.13 Dividend Nil Forfeiture rate 0 % Subsequent to the year ended July 31, 2024, 200,000 additional warrants are yet to be issued to the lender pursuant to the agreement. 13. 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. 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 2,394,299 units of the private placement for gross proceeds of $ 957,720 . The Company paid fees of $ 4,014 and issued 10,440 finder's warrants relating to the first tranche, 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. - 71 - 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) 13. 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. The following incentive stock options were outstanding and exercisable as at July 31, 2024: Number of Options outstanding Weighted Average Exercise Price (C$) Expiry Date 280,000 0.70 August 21, 2024 1,338,500 1.20 September 22, 2025 805,000 0.82 February 7, 2027 1,045,000 0.72 February 21, 2028 397,780 0.35 September 22, 2028 707,752 0.34 December 12, 2028 592,238 0.23 May 1, 2029 412,241 0.23 May 1, 2029 5,578,511 0.69 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 . - 72 - 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) 13. CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL (continued) Stock Options (continued) Stock option transactions are summarized as follows: Number of Options Weighted Average Exercise Price ($C) Balance outstanding, July 31, 2022 3,038,500 1.02 Options granted 1,045,000 0.72 Options cancelled ( 60,000 ) 1.08 Options expired ( 310,000 ) 1.20 Options exercised ( 75,000 ) 0.50 Balance outstanding, July 31, 2023 3,638,500 0.93 Options granted 2,110,011 0.29 Options expired ( 170,000 ) 1.00 Balance outstanding, July 31, 2024 5,578,511 $ 0.69 The following weighted average assumptions were used for the Black-Scholes pricing model valuation of stock options issued during the year ended July 31: May 1, 2024 December 12, 2023 September 22, 2023 February 21, 2023 Risk-free interest rate 3.81 % 3.53 % 4.21 % 3.58 % Expected life of stock options 5 years 5 years 5 years 5 years Expected annualized volatility 133.33 % 131.16 % 131.87 % 122.01 % Dividend Nil Nil Nil Nil Forfeiture rate 0 % 0 % 0 % 0 % Share-Based Payments The Company has a stock option plan under which it is authorized to grant options to executive officers and directors, employees and consultants enabling them to acquire up to 10 % of the issued and outstanding common stock of the Company. Under the plan the exercise price of each option equals the market price of the Company's stock, less any applicable discount, as calculated on the date of grant. The options can be granted for a maximum term of 5 years with vesting determined by the board of directors. Warrants On June 14, 2022, the Company amended the term of 6,308,310 common share purchase warrants by extending their expiry dates by two years and adding an accelerated expiry provision. Between July 3, 2019 and September 21, 2020 the Company issued a total of 6,308,310 warrants to purchase shares of common stock of the Company in connection with various private placement financings and debt financings. 3,959,727 of these warrants were granted with an exercise price of CAD$ 1.00 per share ("CAD Priced Warrants") or optional currency settlement choice with amended expiry dates ranging from July 3, 2024 to September 9, 2024, and 2,348,583 of these warrants were granted with an exercise price of US$ 1.00 per share ("USD Priced Warrants") with amended expiry dates ranging from July 31, 2024 to September 21, 2024. All other terms and conditions of the warrants remain unchanged. - 73 - 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) 13. CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL (continued) The following warrants were outstanding as at July 31, 2024: Number of Warrants Exercise Price (C$) Expiry Date 2,291,321 1.00 August 19, 2024 1,150,000 1.00 September 9, 2024 166,666 1.36 September 21, 2024 2,231,429 0.80 January 31, 2025 1,529,008 0.80 February 17, 2025 575,000 0.80 February 17, 2025 1,659,214 0.36 November 7, 2025 1,065,555 0.36 December 7, 2025 1,000,000 0.22 February 5, 2028 2,873,170 0.21 April 9, 2027 9,000 0.21 April 9, 2026 2,149,212 0.21 April 29, 2027 12,000 0.21 April 29, 2026 16,711,575 0.56 Warrant transactions are summarized as follows: Number of Warrants Weighted Average Exercise Price (C$) Balance, July 31, 2022 12,337,006 $ 0.95 Warrants issued 4,335,437 0.80 Warrants expired ( 11,196 ) 1.00 Balance, July 31, 2023 16,661,247 0.91 Warrants issued 8,768,151 0.26 Warrants expired ( 8,717,823 ) 0.92 Balance, July 31, 2024 16,711,575 0.56 - 74 - 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) 14. INCOME TAXES A reconciliation of income taxes (recovery) at statutory rates with the reported taxes is as follows: 2024 2023 Loss before income taxes $ ( 3,565,631 ) $ ( 3,660,382 ) Expected income tax (recovery) at statutory tax rates $ ( 998,000 ) $ ( 978,000 ) Change in statutory, foreign tax, foreign exchange rates and other 27,000 703,000 Permanent differences 76,000 125,000 Adjustment to prior years provision versus statutory tax returns and expiry of non-capital losses ( 350,000 ) ( 1,391,000 ) Change in unrecognized deductible temporary difference 1,245,000 1,541,000 Income tax recovery $ - $ - Significant components of deferred tax assets (liabilities) that have not been included on the Company's consolidated balance sheet are as follows: 2024 2023 Deferred tax assets (liabilities): Mineral property interests 477,000 310,000 Equipment $ ( 116,000 ) $ ( 87,000 ) Non-capital losses available for future period 5,232,000 4,125,000 5,593,000 4,348,000 Unrecognized deferred tax assets ( 5,593,000 ) ( 4,348,000 ) Net deferred tax assets $ - $ - The Company has approximately $ 18,696,000 (2023 - $ 15,434,000 ) in net operating losses which may be carried forward and applied against taxable income in future years. The significant components of the Company's temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated statement of financial position are as follows: 2024 Expiry Date Range 2023 Expiry Date Range Temporary Differences Mineral property interests $ 1,706,000 No expiry date $ 1,161,000 No expiry date Equipment ( 416,000 ) No expiry date ( 326,000 ) No expiry date Non-capital losses available for future period 18,696,000 2027 to Indefinite 15,434,000 2027 to Indefinite USA $ 19,986,000 2027 to Indefinite $ 16,269,000 2027 to Indefinite Tax attributes are subject to review and potential adjustments by tax authorities. - 75 - 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) 15. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS During the years ended July 31, 2024 and 2023, the Company had the following non-cash financing and investing activities: For the year ended July 31, 2024: a) The Company accrued $ 306,246 of interest expense as part of the outstanding balance of loan payable. 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. 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 . 16. SEGMENTED INFORMATION A reporting segment is defined as a component of the Company that: - Engages in business activities from which it may earn revenues and incur expenses; - Operating results are reviewed regularly by the entity's chief operating decision maker; and - Discrete financial information is available 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. 17. 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. - 76 - 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) 17. 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. - 77 - Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.