Rise Gold Corp. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures 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. As of the end of the period covered by this Report, our management carried out an evaluation, with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, management concluded that our disclosure controls and procedures were not effective as of July 31, 2024 because of a material weakness in internal control over financial reporting that existed as of that date, as more fully described below. Management's Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. We carried out an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of its internal control over financial reporting as of July 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated 2013 Framework. Management concluded that our company's internal control over financial reporting was not effective as of July 31, 2024 because a material weakness in internal control over financial reporting existed as of that date as a result of a lack of segregation of incompatible duties due to insufficient personnel. A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. - 78 - This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to a provision under the Dodd-Frank Wall Street Reform and Consumer Protection Act which grants a permanent exemption for non-accelerated filers from complying with Section 404(b) of the Sarbanes-Oxley Act of 2002. Changes in Internal Control over Financial Reporting There were no changes in our company's internal control over financial reporting during the period ended July 31, 2024 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. The names, ages and titles of the members of our Board of Directors and our executive officers are as follows: Name Age Position Joseph Mullin 51 President and Chief Executive Officer Vince W. Boon 43 Chief Financial Officer, Treasurer Murray G. Flanigan 58 Director John G. Proust 65 Director Benjamin Mossman 47 Director Thomas I. Vehrs 77 Director Lawrence W. Lepard 67 Director Daniel Oliver Jr. 52 Director Clynton R. Nauman 75 Director Directors serve as such until our next annual stockholder meeting, or until their successors are elected and qualified. Officers hold their positions at the will of the Board of Directors. As of July 31, 2024, there were no arrangements, agreements or understandings between non-management security holders and management under which non-management security holders may directly or indirectly participate in or influence the management of our company's affairs other than as disclosed in this Report. Joseph Mullin, President and Chief Executive Officer Joseph Mullin was appointed Chief Executive Officer and President of the Company on September 23, 2023. Mr Mullin has over 25 years of experience in corporate finance, private equity, restructuring, and early-stage mineral exploration. Mr. 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. and. Mr. Mullin has been involved in the mining industry in the United States, Canada, Brazil, and Europe. Mr. Mullin holds a B.A. from Harvard University. - 79 - Vince W. Boon, Chief Financial Officer, Treasurer Vince W. Boon, age 43, was appointed as the Company's Chief Financial Officer on May 1, 2018 and Treasurer on May 16, 2018. Mr. 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. Mr. 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. Mr. 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. Mr. Boon holds a Bachelor of Science degree from the University of British Columbia and is a Chartered Professional Accountant, CPA, CA. John G. Proust, Director John G. Proust, age 65, was appointed a director on April 18, 2018. Mr. Proust has founded and managed a number of resource companies over the past 30 years. Mr. 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. Mr. 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. Mr. Proust has extensive experience in corporate governance, is a graduate of The Directors College, Michael G. De Groote School of Business at McMaster University and holds the designation of Chartered Director. Benjamin W. Mossman, Director Benjamin W. 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. Mr. 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. Mr. Mossman provides advisory services to the Company relating to the Company's I-M Mine Property. See "Legal Proceedings" below. Thomas I. Vehrs, Director Dr. Thomas I. Vehrs, age 77, was appointed to the Company's Board of Directors on April 20, 2017. Dr. Vehrs is a highly regarded and experienced exploration geologist with over 40 years of experience in the Americas. During his career, Dr. 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. 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. During this period, Fortuna Silver Mines was successful in expanding the resources, reserves and production rate at the San Jose Mine resulting in a market capitalization in excess of $1 billion. Dr. Vehrs holds a Ph.D. in geology from Syracuse University and served as an officer in the U.S. Army Corps of Engineers. - 80 - Murray G. Flanigan, Director Murray G. Flanigan, age 58, was elected to the Company's Board of Directors on June 27, 2019. Mr. 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. Mr. 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. Mr. 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. Mr. 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. Flanigan served as Senior Vice President, Corporate Development and CFO of Qwest Investment Management Corp., where he was responsible for regulatory reporting and corporate filings for over 15 private and publicly listed companies and limited partnerships in Qwest's portfolio, as well as arranging and closing numerous equity and debt financings. Mr. Flanigan also served as VP Corporate Development for Adelphia Communications Corporation, overseeing the company's financial restructuring and ultimate sale to Time Warner Inc. and Comcast Corporation for approximately US$18 billion. Lawrence W. Lepard, Director Lawrence W. Lepard, age 67, was appointed to the Company's Board of Directors on August 22, 2019. Mr. 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. Mr. Lepard serves as a Director for Lavras Gold Corp. and Cabral Gold Inc. Mr. 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., age 52, was appointed to the Company's Board of Directors on July 10, 2023. Mr. 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. Mr. Oliver obtained an MBA from INSEAD in 2005. After co-founding two venture companies, Mr. Oliver joined Bearing Capital, LLC, a private equity firm in Buenos Aires focused on Latin American commodities investments. 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. - 81 - Clynton R. Nauman Clynton R. Nauman, age 75, was appointed to the Company's Board of Directors on September 7, 2023. Mr. 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. Mr. 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. Mr. 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. Family Relationships There are no family relationships among any of our directors or executive officers. Involvement in Certain Legal Proceedings Except as disclosed below, during the past ten years none of the persons serving as our executive officers and/or directors have been the subject of any of the following legal proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation S-K, including: (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (b) any criminal convictions or any criminal proceedings in which the person is a named subject (excluding traffic violations and other minor offenses); (c) any order, judgment, or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (d) any finding by a court, the SEC or the CFTC to have violated a federal or state securities or commodities law, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud in connection with any business entity; or (e) any sanction or order of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or other organization that has disciplinary authority over its members or persons associated with a member. Further, no such legal proceedings are believed to be contemplated by governmental authorities against any director or executive officer. Benjamin W. Mossman was a director and officer of Banks Island Gold Ltd. ("Banks"), a company formerly listed on the TSX Venture Exchange that traded under the symbol "BOZ", during the time it assigned itself into bankruptcy on January 7, 2016. Banks appointed D. Manning & Associates as trustee in the bankruptcy proceedings. Subsequent to the bankruptcy, FTI Consulting of Vancouver, BC, was appointed as receiver by a major secured creditor. The trustee subsequently applied to be discharged from its role as trustee, which was granted on April 4, 2018. To the best of Mr. Mossman's knowledge, the secured creditor has taken possession of the property as of this date. To date, Banks remains undischarged from the bankruptcy proceedings. Mr. Mossman, Banks, and two other former employees of Banks, were subject to summary conviction proceedings commenced in August 2016 for alleged violations of the British Columbia provincial Environmental Management Act (the "EMA"), the Provincial Water Act, and the federal Fisheries Act. The charges are related to the active mining operations conducted by Banks at and on Banks Island, BC during the period from 2014 to 2016. The court found Mr. Mossman not guilty and acquitted him of all, but two, charges under the EMA and Fisheries Act. For those two minor offences, the court imposed a C$15,000 global fine against Mr. Mossman. All charges were dropped against one former employee and against Banks, and the court dismissed all charges against the other former employee for whom charges were not dropped. - 82 - In a second trial, the Crown charged Mr. Mossman with obstruction of justice related to the investigation of the underlying charges laid under the EMA and the other provincial and federal environmental regulations. The court acquitted him of that charge on March 6, 2019. No appeal of the acquittal was filed by the Crown. Subsequent to the decision in the first trial, the Crown filed an appeal regarding certain of the original determinations as they relate to Mr. Mossman. 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. Mossman and the former employee. The two convictions and Mr. Mossman's C$15,000 fine relating to the incident were also set aside by the court. Counsel for Mr. 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. Mossman to appeal the order for a new trial. The new trial commenced in 2022 in which charges against the only remaining former employee of Banks, other than Mr. Mossman, were dropped, and concluded on July 26, 2023. Mr. 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 approximately C$30,000 in connection with all of the offences. Both Mr. 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. Mr. 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 Section 16(a) of the Exchange Act requires a company's directors and officers, and persons who own more than 10% of any class of a company's equity securities which are registered under Section 12 of the Exchange Act, to file with the SEC initial statements of beneficial ownership on Form 3, reports of changes in ownership on Form 4, and annual reports on Form 5 concerning their ownership of and transactions concerning our common stock and other equity securities. 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. - 83 - Audit Committee Financial Expert Murray G. Flanigan is an "audit committee financial expert" within the meaning of Item 401(h)(1) of Regulation S-K. In general, an "audit committee financial expert" is an individual member of the audit committee who (a) understands generally accepted accounting principles and financial statements, (b) is able to assess the general application of such principles in connection with the accounting for estimates, reserves and accruals, (c) has experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by our company's financial statements, (d) understands internal controls over financial reporting, and (e) understands audit committee functions. We have determined that Mr. Flanigan is an independent director as defined in Nasdaq Listing Rule 5605(a)(2). Nomination of Directors 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. Management will conduct reference and background checks on suitable candidates. New nominees generally must have a track record in business management, areas of strategic interest to our company, the ability to devote the time required to carry out the obligations and responsibilities of a director and a willingness to serve in that capacity. Code of Ethics During our fiscal year ended July 31, 2008, the Board of Directors adopted a written Code of Ethics within the meaning of Item 406(b) of Regulation S-K under the Securities Act. 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. - 84 - Item 11. Executive Compensation. 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 $100,000 during the fiscal year ended July 31, 2024. Pursuant to Item 402(m)(4) of Regulation S-K, we have omitted certain columns from the table since there was no compensation awarded to, earned by or paid to the Named Executive Officers that was required to be reported in such columns in either year. Summary Compensation Table Name and Principal Position Year Ended July 31 Salary ($) Stock Awards ($) Option Awards (1) (2) ($) Total ($) Joseph Mullin, Chief Executive Officer 2024 112,933 Nil 26,280 139,213 Benjamin W. Mossman, Former Chief Executive Officer 2024 80,105 (3) Nil 153,806 233,911 2023 135,000 Nil 198,750 333,750 Vince W. Boon, 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 $33,750 severance pay. - 85 - Outstanding Equity Awards at Fiscal Year-End The following table sets forth information relating to the options held by the Named Executive Officers as of July 31, 2024: Outstanding Equity Awards at Fiscal Year-End Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options (#) Exercisable Option Exercise Price Option Expiration Date Number of Shares That Have Not Vested (#) Market Value of Shares That Have Not Vested ($) Joseph Mullin, Chief Executive Officer 412,241 $0.17 May 1, 2029 257,650 $43,801 Benjamin W. Mossman, former Chief Executive Officer 1,338,500 300,000 375,000 4,640 268,877 502,238 $0.90 $0.65 $0.53 $0.26 $0.25 $0.17 September 22, 2025 February 7, 2027 February 21, 2028 September 22, 2028 December 12, 2028 May 1, 2029 Nil Nil Vince W. Boon 10,000 40,000 75,000 30,000 C$0.70 $0.65 $0.53 $0.26 August 21, 2024 February 7, 2027 February 21, 2028 September 22, 2028 Nil Nil - 86 - Employment Agreements 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. Mr. 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 We do not currently have any pension plan, profit sharing plan or similar plan for the benefit of our officers, directors or employees; however, we may establish such plans in the future. Director Compensation Our directors are compensated for serving on the Board of Directors. Management directors are not paid fees for services as a director; however, they may receive compensation for their services as employees or consultants. 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. Name Fees Earned or Paid in Cash Option Awards (1) Total Murray G. Flanigan $20,000 (2) $14,494 (3) $34,494 Thomas I. Vehrs $20,000 (2) $20,994 (3) $40,994 John G. Proust $150,356 (4) $45,694 (3) $196,050 Lawrence W. Lepard $20,000 (2) $14,494 (3) $34,494 Daniel Oliver Jr. (5) $20,000 (2) $77,008 (3) $97,008 Clynton R. Nauman (6) $18,022 (2) $38,952 (3) $56,974 (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. (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. Proust. (5) Mr. Oliver became a director of the Company on July 10, 2023. (6) Mr. Nauman became a director of the Company on September 7, 2023. - 87 - Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth the beneficial ownership of our common stock as of October 25, 2024 by (a) each person who serves as a director and/or is identified as a "Named Executive Officer" of Rise in Item 11, "Executive Compensation," above, and by all of our current directors and executive officers as a group, and (b) each person known by us to beneficially own more than 5.0% of any class of our voting securities. A person or group of persons is considered to beneficially own any shares over which such person or group of persons, directly or indirectly, exercises sole or shared voting or investment power, or over which such person or group of persons has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants or otherwise. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our officers and directors is exercised solely by the beneficial owner thereof. For the purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named below, any shares that such person or group of persons has the right to acquire within 60 days of October 25, 2024 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership. - 88 - Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class (1) Daniel Oliver Jr. (Director) 9,767,182 (2) 17.4% Myrmikan Gold Fund, LLC 713 Silvermine Road New Canaan, Connecticut 06840 7,172,849 (3) 12.9% Lawrence W. Lepard (Director) 5,257,851 (4) 9.3% VBS Exchange Pty Ltd Lvl 12, 644 Chapel Street South Yarra, Melbourne Victoria, Australia 3141 3,250,000 (5) 5.8% Benjamin W. Mossman (Director) 1,203,084 (6) 2.1% Joseph Mullin (CEO and President) 1,984,780 (7) 3.5% Vince W. Boon (CFO and Treasurer) 145,000 (8) * Thomas I. Vehrs (Director) 330,275 (9) * John G. Proust (Director) 2,375,174 (10) 4.2% Murray G. 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. Mr. 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. Mr. 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. Mr. Oliver is deemed to indirectly beneficially own the securities that are beneficially owned by Myrmikan Gold Fund LLC. See note (3). - 89 - (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"). Mr. Oliver owns a 97.5% membership interest in, and is the manager of, the Manager. 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 Myrmikan and the Manager. See note (11). (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. Mr. 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. Mr. 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. Mr. 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. Mr. 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 are beneficially owned by EMA GARP FUND, LP. 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. 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. - 90 - (8) Vince W. 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. (10) John G. Proust, a director, directly owns 36,206 shares of common stock and indirectly beneficially owns 1,623,420 shares of common stock. Mr. 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. Mr. 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. Mr. 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 We are not aware of any arrangements, including any pledge by any person of its securities, the operation of which may at a subsequent date result in a change in control of our company. Securities Authorized for Issuance Under Equity Compensation Plans On March 23, 2016, the Board of Directors approved the adoption of an incentive stock option plan that provides for the granting of options representing up to 10% of our common stock to its directors, officers, employees and consultants (the "Plan"). As of July 31, 2024, options to purchase 5,578,511 shares at prices of between C$0.70 and C$1.20 per share and at prices of between $0.65 and $0.90 per share, are outstanding to 15 persons under the Plan. We do not have any other compensation plans under which our equity securities are authorized for issuance. - 91 - Equity Compensation Plan Information As of July 31, 2024 Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted- average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) 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 - Item 13. Certain Relationships and Related Transactions, and Director Independence. Certain Relationships and Related Transactions On April 17, 2018, we entered into a consulting agreement with J. Proust & Associates Inc. ("JPA"), a management services company owned by one of our directors, John Proust. JPA agreed to provide the Company with such business advisory, finance, accounting and corporate administrative services as may be requested by the Company, including a Chief Financial Officer, a Controller and Corporate Secretary, plus use of a fully furnished office, for a monthly fee of C$7,100, or C$85,200 on an annualized basis. The agreement provides that the Company may grant stock options to JPA or its employees, as determined by the Board of Directors from time to time. The agreement had a one-year term that commenced on April 17, 2018. On December 13, 2018, the parties amended the agreement to increase the compensation to C$15,000 per month, or C$180,000 on an annualized basis, and to revise the term of the agreement, with a new one-year term commencing on January 1, 2019 that continues thereafter on a month-to-month basis, unless the agreement is terminated by the parties in accordance with its terms. During the year ended July 31, 2024, the Company paid $132,421 to JPA under this agreement. Daniel Oliver Jr. is the manager of Myrmikan Capital, LLC, which, in turn, is the manager of Eridanus Capital, LLC ("Eridanus"). Eridanus provided a secured loan to our wholly owned subsidiary, Rise Grass Valley in 2019. Mr. Oliver currently has a 20% membership interest in Eridanus. Mr. Oliver was appointed to our Board of Directors on July 10, 2023. Rise Grass Valley and Eridanus entered into a loan agreement dated for reference August 30, 2019 (the "Loan Agreement") pursuant to which Eridanus provided a $1,000,000 secured loan (the "Loan") to Rise Grass Valley. As partial consideration for entering into the Loan Agreement, we issued 1,150,000 share purchase warrants to Eridanus. Each warrant entitled Eridanus to purchase one share of our common stock at a price of CAD$1.00 per share for a period of 3 years from the date of issuance of the warrants, which expiry date has been extended to September 9, 2024. Eridanus subsequently transferred its warrants to its members. As a result, Mr. Oliver acquired 374,000 of those warrants. The Loan Agreement provided for an initial term of two years, with interest payable at 10% per annum compounded monthly, and an option to extend the term for an additional two years with interest payable at 20% per annum compounded monthly for the third year and at 25% per annum compounded monthly for the fourth year. Rise Grass Valley exercised the option to extend the term of the loan. 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 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. As a member of Eridanus, Mr. Oliver acquired 115,000 of those warrants. Each warrant entitles the holder to acquire one share of our common stock at an exercise price of US$0.60 until February 17, 2025. Rise Grass Valley may prepay the Loan and accumulated interest in whole or in part. - 92 - As at July 31, 2024, $1,625,060 was owed to Eridanus under the Loan Agreement. Director Independence Because our common stock is not currently listed on a national securities exchange, we currently use the definition in Nasdaq Listing Rule 5605(a)(2) for determining director independence, which provides that an "independent director" is a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Nasdaq listing rules provide that a director cannot be considered independent if: the director is, or at any time during the past three years was, an employee of the company; the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service); a family member of the director is, or at any time during the past three years was, an executive officer of the company; the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient's consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions); the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or the director or a family member of the director is a current partner of the Company's outside auditor, or at any time during the past three years was a partner or employee of the company's outside auditor, and who worked on the company's audit. We have determined that Murray Flanigan, Lawrence Lepard, Clynton Nauman, Daniel Oliver, John Proust, and Thomas Vehrs meet this definition of independence. Item 14. Principal Accountant Fees and Services. The following table shows the fees billed by our company's auditor, Davidson & Company LLP Chartered Accountants, for the fiscal years ended July 31, 2024 and 2023, and a summary of the services provided under each category follows the table: - 93 - July 31, 2024 (C$) July 31, 2023 (C$) Audit Fees 87,171 82,494 Audit-Related Fees - - Tax Fees - - All Other Fees - - Audit Fees consist of fees billed for professional services rendered for the audit of the consolidated financial statements and review of the quarterly interim consolidated financial statements. Audit-Related fees consist of the review of SEC comment letters and management responses. Tax Fees consist of tax compliance fees and other tax planning advisory services. All Other Fees: There were no fees billed by Davidson & Company for professional services rendered for other compliance purposes for the years ended July 31, 2024 and 2023. Our Board of Directors has established pre-approval policies and procedures, pursuant to which the Board approved the foregoing audit and audit-related services provided by Davidson & Company in fiscal years 2024 and 2023 consistent with the Board's responsibility for engaging our company's independent auditors. PART IV Item 15. Exhibits and Financial Statement Schedules. (a) The following financial statements are being filed as part of this Report: Consolidated Financial Statements of Rise Gold Corp. Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of July 31, 2024 and 2023 Consolidated Statement of Operations and Comprehensive Loss for the years ended July 31, 2024 and 2023 Consolidated Statement of Cash Flows for the years ended July 31, 2024 and 2023 Consolidated Statement of Stockholders' Equity (Deficit) for the years ended July 31, 2024 and 2023 Notes to the Consolidated Financial Statements (b) The following exhibits are being filed as part of this Report: Number Exhibit Description 3.1 Articles of Incorporation, as amended through March 29, 2017 (1) 3.2 Certificate of Change made effective December 16, 2019 (2) 3.3 Certificate of Amendment dated September 18, 2020 (2) 3.4 Bylaws (3) 4.1 Description of Capital Stock (4) 10.1 Incentive Stock Option Plan dated March 23, 2016 (1) 10.2 Employment Agreement with Benjamin Mossman dated as of April 19, 2017 (1) - 94 - 10.3 April 16, 2018 Amendment to the Employment Agreement with Benjamin Mossman dated as of April 19, 2017 (5) 10.4 Consulting Agreement with J. Proust & Associates Inc., as amended, dated December 13, 2018 ( 6 ) 10.5 Loan Agreement between Rise Grass Valley Inc. and Eridanus Capital, LLC dated August 30, 2019 ( 7 ) 10.6 Collateral Agreement in favor of Eridanus Capital, LLC, dated August 30, 2019 ( 7 ) 10.7 Deed of Trust in favor of Jeremy A. M. Evans, as trustee, for the benefit of Eridanus Capital, LLC dated August 30, 2019 ( 7 ) 10.8 January 27, 2023 Amendment to the Loan Agreement dated August 30, 2019 between Rise Grass Valley Inc. and Eridanus Capital, LLC 14.1 Code of Ethics ( 8 ) 21.1 Subsidiaries of the registrant (1) 23.1 Consent of Davidson & Company 31.1 Certificate of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certificate of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certificate of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certificate of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 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) _____________________ (1) Included as an exhibit to our registration statement on Form S-1 filed on September 5, 2017 and incorporated herein by reference. - 95 - (2) Included as an exhibit to our Form 10-K annual report filed on October 29, 2020 and incorporated herein by reference. (3) Included as an exhibit to our registration statement on Form S-1 filed on February 19, 2008 and incorporated herein by reference. (4) Included as an exhibit to our Form 10-K annual report filed on October 29, 2019 and incorporated herein by reference. (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 our Form S-1 registration statement filed on January 17, 2019 and incorporated herein by reference. (7) Included as an exhibit to our Form S-1 registration statement filed on October 31, 2019 and incorporated herein by reference. (8) Included as an exhibit to Amendment No. 1 to our Form 10-K annual report filed on October 30, 2008 and incorporated herein by reference. Item 16. Form 10-K Summary. Not applicable. SIGNATURES 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. RISE GOLD CORP. /s/ Joseph Mullin Joseph Mullin President and Chief Executive Officer Date: 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. /s/ Joseph Mullin Joseph Mullin President and Chief Executive Officer (Principal Executive Officer) October 29, 2024 /s/ Vince Boon Vincent Boon Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) October 29, 2024 - 96 - /s/ Murray Flanigan Murray Flanigan Director October 29, 2024 /s/ John Proust John Proust Director October 29, 2024 /s/ Benjamin Mossman Benjamin Mossman Director October 29, 2024 /s/ Thomas Vehrs Dr. Thomas Vehrs Director October 29, 2024 /s/ Lawrence Lepard Lawrence Lepard Director October 29, 2024 /s/ Daniel Oliver Jr. Daniel Oliver Jr. Director October 29, 2024 /s/ Clynt Nauman Clynt Nauman Director October 29, 2024 - 97 -