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Item 1. Financial Statements

2024-12-16 compared with 2024-06-14 · 212 added, 175 removed, 339 unchanged (53% of the section changed)

6 unchanged sentences

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

PERIOD ENDED APRIL 30, 2024

PERIOD ENDED OCTOBER 31, 2024

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS:

8 unchanged sentences

(Expressed in United States Dollars)

April 30, 2024

October 31, 2024

July 31, 2024

4 unchanged sentences

Mineral property interests (Note 5)

Equipment (Note 6)

Deferred financing asset (Note 11)

1 unchanged sentence

Accounts payable and accrued liabilities

Loan payable (Note 9)

Loans payable (Note 9)

Payable to related parties (Note 8)

Total current liabilities

Loan payable (Note 9)

Loans payable (Note 9)

Credit facility (Note 11)

Derivative liability (Note 10)

Total liabilities

8 unchanged sentences

Contingency (Note 7)

Subsequent event (Note 11 and 15)

Subsequent events (Note 15)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

3 unchanged sentences

(Expressed in United States Dollars)

Three months ended

October 31, 2024

Three months ended

October 31, 2023

Accretion expense (Note 9 and 11)

1 unchanged sentence

Filing and regulatory

Foreign exchange (gain) loss

Foreign exchange loss

General and administrative

4 unchanged sentences

Share-based compensation (Note 12)

Gain (loss) on fair value adjustment on derivative liability (Note 10)

Write-off on receivable

Loss on fair value adjustment on derivative liability (Note 10)

Write-off of receivable

Net loss and comprehensive loss for the period

6 unchanged sentences

(Expressed in United States Dollars)

FOR THE NINE MONTHS ENDED APRIL 30,

CASH FLOWS FROM OPERATING ACTIVITIES

4 unchanged sentences

Accretion expense

Loss (gain) on fair value adjustment on derivative liability

Loss on fair value adjustment on derivative liability

Non-cash working capital item changes:

3 unchanged sentences

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from rental of land

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Private placement, net of issuance cost

Loan repayment

Proceeds from option exercise

Line of credit payment

Proceeds from loan

Shares subscribed in advance

Net cash provided by financing activities

13 unchanged sentences

Loss for the period

Balance as at October 31, 2022

Shares issued for cash, net of issuance cost

Loss for the period

Balance as at January 31, 2023

Shares issued for cash, net of issuance cost

Options exercise

Warrants issued for loan modification

Share-based compensation

Loss for the period

Balance as at April 30, 2023

Balance as at July 31, 2023

Loss for the period

Shares subscribed in advance

1 unchanged sentence

Balance as at October 31, 2023

Balance as at July 31, 2024

Loss for the period

Shares issued for cash, net of issuance cost

Warrants issued for loans

Share-based compensation

Balance as at January 31, 2024

Loss for the period

Shares issued for cash, net of issuance cost

Warrants issued for credit facility

Balance as at April 30, 2024

Balance as at October 31, 2024

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

1 unchanged sentence

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2024

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

(Expressed in United States Dollars)

12 unchanged sentences

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 $ 2,868,722 for the nine-month period ended April 30, 2024 and has accumulated a deficit of $ 29,537,708 .

The Company has incurred a loss of $ 628,393 for the period ended October 31, 2024 and has accumulated a deficit of $ 30,863,010 .

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.

2 unchanged sentences

The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

At April 30, 2024, the Company had a working capital deficit of $ 1,189,952 (July 31, 2023 - working capital of $ 472,272 ).

At October 31, 2024, the Company had a working capital deficit of $ 1,572,092 (July 31, 2024 - $ 1,766,960 ).

BASIS OF PREPARATION

5 unchanged sentences

These financial statements follow the same accounting policies in the annual financial statements.

The operating results for the nine months ended April 30, 2024 are not necessarily indicative of the results that may be expected for the year ended July 31, 2024.

The operating results for the three months ended October 31, 2024 are not necessarily indicative of the results that may be expected for the year ended July 31, 2025.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2024

(An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

(Expressed in United States Dollars)

13 unchanged sentences

CASH AND CASH EQUIVALENTS

As at April 30, 2024, the balance of cash and cash equivalents is $ 630,290 (July 31, 2023:

As at October 31, 2024, the balance of cash and cash equivalents is $ 279,685 (July 31, 2023:

$ 243,669 ) of which $ Nil (July 31, 2024:

$ 682,807 ) is cash equivalents related to Guaranteed Investment Certificates (GICs) held during the period.

$ Nil ) is cash equivalents related to Guaranteed Investment Certificates (GICs) held during the period.

PREPAID EXPENSES

April 30, 2024

October 31, 2024

July 31, 2024

Investor relations

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2024

(An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

(Expressed in United States Dollars)

2 unchanged sentences

Idaho-Maryland, California

July 31, 2023 and April 30, 2024

July 31, 2024

Proceeds from land contracted for sale

October 31, 2024

Title to mineral properties

Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain mineral titles.

Additionally, the potential for problems arising from the frequently ambiguous conveying history characteristic of many mineral properties also exist in addition to requisite permits to authorize a mine.

As at April 30, 2024, the Company holds title to the Idaho-Maryland Gold Mine Property.

As of April 30, 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.

Additionally, the potential for problems arising from the frequently ambiguous conveying history characteristic of many mineral properties also exist.

As at October 31, 2024, the Company holds title to the Idaho-Maryland Gold Mine Property.

As of October 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.

12 unchanged sentences

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2024

(An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

(Expressed in United States Dollars)

8 unchanged sentences

On May 14, 2018, the Company completed the purchase of the surface rights by making the final payment of $ 1,300,000 .

As at April 30, 2024, the Company has incurred cumulative exploration expenditures of $ 9,463,906 on the Idaho-Maryland Gold Mine property as follows:

Nine months ended

April 30, 2024

As at October 31, 2024, the Company has incurred cumulative exploration expenditures of $ 9,584,976 on the Idaho-Maryland Gold Mine property as follows:

Three months ended

October 31, 2024

July 31, 2024

4 unchanged sentences

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2024

(An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

(Expressed in United States Dollars)

MINERAL PROPERTY INTERESTS (continued)

Idaho-Maryland Gold Mine Property, California (continued)

D uring the period ended October 31, 2024, the Company contracted to sell 66 acres of surface rights located adjacent to the Company’s Idaho-Maryland Mine Property.

The first tranche closed subsequent to period end as further discussed in note 15.

Drilling equipment

1 unchanged sentence

At July 31, 2024

At April 30, 2024

At October 31, 2024

Accumulated depreciation

1 unchanged sentence

At July 31, 2024

At April 30, 2024

At October 31, 2024

Total carrying value, July 31, 2024

Total carrying value, April 30, 2024

Assets held for sale

Total carrying value, April 30, 2024

Total carrying value, October 31, 2024

Assets Held for Sale

During the quarter ended April 30, 2024, the Company approved a plan to sell its drilling equipment.

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.

1 unchanged sentence

As a result, the net carrying amount of $ 511,530 has been reclassified.

RISE GOLD CORP.

(An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

(Expressed in United States Dollars)

During the year ended July 31, 2014, the Company entered into a binding letter of intent ("LOI") with Wundr Software Inc.

4 unchanged sentences

Management has assessed that the probability of the Claim resulting in an unfavourable outcome and financial loss to the Company is unlikely.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2024

(Expressed in United States Dollars)

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.

RELATED PARTY TRANSACTIONS

1 unchanged sentence

The remuneration of the key management personnel is as follows:

a) Salaries of $ 89,526 (2023 - $ 101,250 ) to the previous CEO of the Company.

Consulting fees of $ 80,556 and $ 88,716 (2023 - $ Nil and $ Nil ) to the CEO and an advisor of the Company

a) Salaries of $ Nil (2023 - $ 84,301 ) to the previous CEO of the Company.

Consulting fees of $ 33,000 and $ Nil (2023 - $ 14,182 and $ 16,303 ) to the CEO and an advisor of the Company

b) Director fees of $ 30,000 (2023 - $ 28,022 ) to directors of the Company.

c) During the period ended April 30, 2024, the Company paid $ 99,572 (2023 - $ 99,426 ) in professional and consulting fees to a company controlled by a director of the Company.

c) During the period ended October 31, 2024, the Company paid $ 32,337 (2023 - $ 33,147 ) in professional and consulting fees to a company controlled by a former director of the Company.

d) Share-based compensation of $ 162,508 (2023 - $ 90,361 ) for options granted during the period ended.

e) As at April 30, 2024 and July 31, 2023, $ 110,079 and $ 51,159 were owed to related parties, respectively.

f) As at April 30, 2024, certain directors of the Company purchased an aggregate of 7,969,067 units of the private placement for gross proceeds of $ 972,300 (2023 - purchased 2,394,299 units for $ 957,720 ).

g) A director of the Company is a manager of a private company which manages Eridanus Capital, LLC, a company that provided a secured loan to the Company's wholly owned subsidiary, Rise Grass Valley in 2019.

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

The Loan had an original 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.

e) As at October 31, 2024 and July 31, 2024, $ 88,022 and $ 128,949 were owed to related parties, respectively.

f) 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.

g) A director of the Company is a manager of a private company which manages Myrmikan Gold Fund, LLC, a company that provided a secured loan to the Company's wholly owned subsidiary, Rise Grass Valley in 2024.

RISE GOLD CORP.

(An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

(Expressed in United States Dollars)

LOANS PAYABLE

a) Eridanus Loan

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

The Eridanus 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.

Eridanus received 1,150,000 bonus share purchase warrants as additional consideration for advancing the Eridanus 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.

The Eridanus 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.

The Eridanus loan is secured against the assets of the Company and its subsidiary.

Eridanus Loan Payable

Balance, July 31, 2023

1 unchanged sentence

Accretion expense

Issuance costs

Balance, July 31, 2024

1 unchanged sentence

Accretion expense

Balance, April 30, 2024

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2024

(Expressed in United States Dollars)

LOAN PAYABLE (continued)

In February 2023, the Company renegotiated its debt agreement with the Lender whereby the Company agreed to pay $ 250,000 applied against unpaid and accrued interest and issue 575,000 share purchase warrants to the Lender.

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

Issuance costs

Balance, October 31, 2024

In February 2023, the Company renegotiated its debt agreement with Eridanus whereby the Company agreed to pay $ 250,000 applied against unpaid and accrued interest and issue 575,000 share purchase warrants to Eridanus.

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

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

10 unchanged sentences

Forfeiture rate

RISE GOLD CORP.

(An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

(Expressed in United States Dollars)

LOAN PAYABLE (continued)

a) Eridanus Loan (continued)

In September 2024, the Company amended its debt agreement with 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.

Given that the renegotiation of the debt resulted in an increase of the present value of less than 10 %, the transaction has been recorded as a non substantial debt modification for accounting purposes.

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

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

The fair value of these warrants was calculated to be $ 154,351 which was netted against the loan payable balance.

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants:

September 12, 2024

Risk-free interest rate

Expected life of warrants

Expected annualized volatility

Share price at grant date

Exercise price

Forfeiture rate

b) Myrmikan Loan

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

The Myrmikan 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 Myrmikan loan.

The fair value of these warrants was calculated to be $ 334,423 which was netted against the loan payable balance.

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

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

Myrmikan Loan Payable

Balance, July 31, 2024

Issuance costs

Interest expense

Accretion expense

Balance, October 31, 2024

RISE GOLD CORP.

(An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

(Expressed in United States Dollars)

LOAN PAYABLE (continued)

b) Myrmikan Loan (continued)

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants:

October 10, 2024

Risk-free interest rate

Expected life of warrants

Expected annualized volatility

Share price at grant date

Exercise price

Forfeiture rate

DERIVATIVE LIABILITY

11 unchanged sentences

Fair value adjustment

Balance, April 30, 2024

For the nine-month period ended April 30, 2024, the Company recorded a total gain on fair value of derivative liability of $ 137,457 (April 30, 2023 - loss of $ 454,418 ).

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2024

(Expressed in United States Dollars)

DERIVATIVE LIABILITY (continued)

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants as at April 30, 2024 and July 31, 2023:

April 30, 2024

Balance, October 31, 2024

For the period ended October 31, 2024, the Company recorded a total loss on fair value of derivative liability of $ Nil during the period (October 31, 2023 - loss of $ 82,481 ).

For the period ended October 31, 2024, the 2,291,322 warrants expired unexercised.

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants:

July 31, 2024

1 unchanged sentence

Expected life of warrants

0.18 to 0.30 years

0.93 to 1.05 years

Expected annualized volatility

121.62 % to 132.25 %

151.04 % to 154.60 %

Share price at measurement date

Forfeiture rate

RISE GOLD CORP.

(An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

(Expressed in United States Dollars)

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.

On February 6, 2024, the Company entered into a revolving 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 .

2 unchanged sentences

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 of which was $ 15,244 in accretion expense was offset against the credit facility balance.

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").

6 unchanged sentences

Accretion expense

Balance, Apr 30, 2024

Balance, July 31, 2024

Principal amount

Interest expense

Issuance costs

Accretion expense

Balance, October 31, 2024

Deferred Financing Asset

2 unchanged sentences

Allocation to credit facility

Balance, Apr 30, 2024

Balance, July 31, 2024

Allocation to credit facility

Balance, October 31, 2024

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2024

(An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

(Expressed in United States Dollars)

8 unchanged sentences

Forfeiture rate

Subsequent to the period ended April 30, 2024, 200,000 additional warrants are to be issued.

CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL

10 unchanged sentences

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.

Stock Options

On October 21, 2024, the Company granted a total of 1,006,750 stock options with a fair value of $ 106,859 to a consultant of the Company.

The stock options are exercisable at a price of $ 0.11 (C$ 0.15 ) per share until October 21, 2029.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2024

(An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

(Expressed in United States Dollars)

CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL (continued)

Stock Options

Stock Options (continued)

On September 20, 2024, the Company granted 1,006,750 stock options to an officer of the Company.

The stock options are exercisable at a price of US$ 0.10 (C$ 0.14 ) 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.

As at October 31, 2024, the Company recorded share-based compensation of $ 45,110 on the statement of loss and comprehensive loss in connection with this grant.

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

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.

As at October 31, 2024, the Company recorded share-based compensation of $ 10,539 (July 31, 2024 - $ 31,849 ) on the statement of loss and comprehensive loss in connection with this grant.

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 per share until December 12, 2028.

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 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 April 30, 2024:

August 21, 2024

September 22, 2025

The stock options are exercisable at a price of $ 0.26 (C$ 0.35 ) per share until September 22, 2028.

The following incentive stock options were outstanding as at October 31, 2024:

February 7, 2027

2 unchanged sentences

December 12, 2028

As at April 30, 2024, the aggregate intrinsic value of the Company's stock options is $ Nil (July 31, 2023 - $ Nil ).

September 20, 2029

October 21, 2029

As at October 31, 2024, the aggregate intrinsic value of the Company's stock options is $ 140,945 (2023 - $ Nil ).

As at October 31, 2024, the Company has 5,298,511 options issued and outstanding where 4,285,798 options are exercisable as at October 31, 2024 with a weighted average exercise price of C$ 0.39 .

RISE GOLD CORP.

(An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

(Expressed in United States Dollars)

CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL (continued)

Stock Options (continued)

Stock option transactions are summarized as follows:

4 unchanged sentences

Options granted

Options cancelled

Options expired

Options exercised

Balance outstanding and exercisable, July 31, 2023

Balance outstanding, July 31, 2024

Options granted

Options expired

Balance outstanding and exercisable, April 30, 2024

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2024

(Expressed in United States Dollars)

CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL (continued)

Stock Options (continued)

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of stock options issued during the period ended April 30, 2024 and July 31, 2023:

April 30, 2024

July 31, 2023

Options expired and cancelled

Balance outstanding, October 31, 2024

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of stock options issued during the period ended October 21, 2024 and September 20, 2024:

October 21, 2024

September 20, 2024

Risk-free interest rate

3.53 % and 4.21 %

Expected life of stock options

Expected annualized volatility

131.16 % and 131.87 %

Share price at grant date

$ 0.23 and $ 0.26

Forfeiture rate

3 unchanged sentences

The options can be granted for a maximum term of 5 years with vesting determined by the board of directors.

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.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2024

(An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

(Expressed in United States Dollars)

CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL (continued)

Warrants (continued)

The following warrants were outstanding at April 30, 2024:

August 19, 2024

September 9, 2024

July 31, 2024

September 21, 2024

The following warrants were outstanding at October 31, 2024:

January 31, 2025

2 unchanged sentences

November 7, 2025

December 7, 2025

4 unchanged sentences

April 29, 2027

September 12, 2028

October 10, 2028

Warrant transactions are summarized as follows:

Number of Warrants

Weighted Average

Number of Warrants

Exercise Price (C$)

5 unchanged sentences

Warrants expired

Balance, April 30, 2024

Balance, October 31, 2024

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2024

(An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

(Expressed in United States Dollars)

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

During the nine -month periods ended April 30, 2024 and 2023, the Company had the following non-cash financing and investing activities:

For the period ended April 30, 2024:

a) The Company accrued $ 192,230 of interest expense as part of the outstanding balance of loan payable and credit facility.

b) The Company accrued $ 910 of accretion expense on warrants issued for deferred financing asset.

For the period ended April 30, 2023:

a) Company accrued $ 267,028 of interest expense as part of the outstanding balance of loan payable.

During the three-month periods ended October 31, 2024 and 2023, the Company had the following non-cash financing and investing activities:

For the period ended October 31, 2024:

a) The Company accrued $ 96,201 of interest expense as part of the outstanding balance of loan payable.

b) The Company issued a total of 1,700,000 share purchase warrants, as consideration for loan extension, entitling the holder to acquire one share at an exercise price of US$ 0.115 until September 12, 2028 with a total fair value of $ 154,351 .

c) The Company issued 2,882,514 share purchase warrants for a secured loan agreement entitling the holder to acquire one share at an exercise price of US$ 0.1735 until October 10, 2028 with a total fair value of $ 334,423 .

For the period ended October 31, 2023:

a) The Company accrued $ 63,543 of interest expense as part of the outstanding balance of loan payable.

SEGMENTED INFORMATION

5 unchanged sentences

SUBSEQUENT EVENT

Subsequent to the period ended April 30, 2024, the Company granted a total of 1,004,479 stock options to directors and an officer of the Company.

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

Subsequent to the period ended October 31, 2024, the Company contracted to sell 66 acres of land located adjacent to the Company's Idaho-Maryland Mine for $ 4,300,000 .

The sale transaction is subject to two sale agreements with the same, arm's length third party.

The first agreement covers 16 acres of land for total consideration of $ 1,800,000 and that contract closed on November 27, 2024 with the payment of half the sale price, minus certain deductions.

The Company paid $ 816,941 of the proceeds towards the Eridanus loan.

The balance of the purchase price is due on November 27, 2026.

The buyer will pay monthly interest at an annual rate of 5 % per year on the balance of the purchase price until it is paid in full.

The second sale agreement covers 50 acres of land for total sale price of $ 2,500,000 and is expected to close on May 26, 2025, at which point half of the sale price will be due, with the other half due on May 26, 2027.

The buyer has placed $ 200,000 in escrow and will pay $ 12,500 per month until closing, with the payments to be applied against the purchase price.

Commencing on the closing date, the buyer will pay monthly interest at an annual rate of 5 % per year on the balance of the purchase price until it is paid in full.

Rise and the purchaser have also executed an option agreement whereby the Company may repurchase the 66 acres of land being sold for the sale price plus the cost of any capital improvements plus an increase of five percent per year on the condition that Rise acquires final government approvals to perform mining operations at the I-M Mine Property.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements