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Item 2. Management’s Discussion and Analysis

2024-12-16 compared with 2024-06-14 · 60 added, 47 removed, 110 unchanged (49% of the section changed)

4 unchanged sentences

WORDS SUCH AS "PLANS", "INTENDS", "WILL", "HOPES", "SEEKS", "ANTICIPATES", "EXPECTS" AND THE LIKE OFTEN IDENTIFY SUCH FORWARD-LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD-LOOKING STATEMENT.

SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO PRESENT AND FUTURE OPERATIONS, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE PLANS OR OPERATIONS WILL OR MAY PRODUCE POSITIVE RESULTS, REVENUES, INCOME OR PROFITS.

SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO PRESENT AND FUTURE OPERATIONS, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS.

NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE US TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS.

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Business Development

Developments in our Company's business during the July 31, 2023 fiscal year and the nine-month period ended April 30, 2024 (and subsequent period), include the following:

On May 13, 2024, the Company reported that we had submitted a Writ of Mandamus to the Superior Court of California (the "Court") asking the Court to compel the Board of Supervisors of Nevada County (the "Board of Supervisors") to follow applicable law and grant recognition of the Company's vested right to operate our I-M Property.

On November 27, 2024 the Company announced it had contracted to sell 66 acres of industrial land located adjacent to the Company's I-M Mine Property for $4.3 million.

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 $1.8 million.

That contract closed on November 27, 2024 with the payment of half the sale price, minus certain deductions.

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 $2.5 million 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 in rent until closing, with the rent 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.

The Company 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.

The Company retains ownership of the I-M Mine Property, which is comprised of 53 acres of land surrounding the New Brunswick shaft, as well as its nearby 56-acre Centennial property, and it retains all of its 2,585 acres of mineral rights.

On November 20, 2024, the Company appointed Mihai Draguleasa as the Company's Chief Financial Officer in place of Vince Boon and Catherine Cox as the Company's Corporate Secretary in place of Eileen Au.

On October 30, 2024, John Proust, Murray Flanigan and Benjamin Mossman resigned as directors of the Company.

On October 21, 2024, the Company granted 1,006,750 stock options to a consultant of the Company.

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

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

The Loan has a term of 4 years with an interest rate of 15% per annum with interest accruing and payable along with the principal upon maturity.

The Company issued 2,882,514 share purchase warrants at an exercise price of $0.1735 with a 4 year expiry period as additional consideration for advancing the Loan.

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

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

Daniel Oliver Jr., a director of the Company (a related party), is the managing member of the Lender.

Oliver disclosed his interest in the transaction and abstained from voting on the Company's resolution approving the Loan.

On September 20, 2024, the Company granted 1,006,750 stock options to the Company's President and CEO.

The stock options are exercisable at a price of $0.10 per share until September 20, 2029.

On September 10, 2024, the Company finalized the amended debt agreement with Eridanus Capital LLC ("Eridanus") to extend an existing loan by one year to September 4, 2025 along with a reduction in interest rate to 15% per annum for a period of 12 months (commencing September 4, 2024).

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

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

Eridanus directed that 340,000 of the 1,700,000 share purchase warrants be issued to Daniel Oliver Jr., a member of Eridanus, and a director of the Company.

On May 13, 2024, the Company reported that it had submitted a Writ of Mandamus to the Superior Court of California (the "Court") asking the Court to compel the Board of Supervisors of Nevada County (the "Board of Supervisors") to follow applicable law and grant recognition of the Company's vested right to operate our I-M Mine Property.

The Company's position in this matter is that the Board of Supervisors' December 2023 decision to deny the Company's vested rights petition adversely infringed on our fundamental and constitutional property rights.

2 unchanged sentences

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

On April 29, 2024, the Company completed a non-brokered private placement over two tranches for gross proceeds totaling $954,253 through the issuance of 10,044,765 units in total at a price of $0.095 per unit with each unit consisting of one share of common stock and one-half of one share purchase warrant.

On April 29, 2024, the Company completed a non-brokered private placement over two tranches for gross proceeds totalling $954,253 through the issuance of 10,044,765 units in total at a price of $0.095 per unit with each unit consisting of one share of common stock and one-half of one share purchase warrant.

Each whole warrant entitles the holder to acquire one additional share of common stock at an exercise price of $0.158 for a period of three years from the date of issuance.

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Each Additional Warrant will be exercisable into one share of common stock of the Company at any time within a four-year period from the date of issuance at an exercise price equal to the market price of the shares of the Company on grant.

On December 13 and 14, 2023, the Nevada County Board of Supervisors ("Board of Supervisors") held a public hearing regarding the Company's Petition and the Board of Supervisors adopted a resolution rejecting the Company's vested rights petition to operate the I-M Mine Property.

On December 13 and 14, 2023, the Board of Supervisors held a public hearing regarding the Company's Petition and the Board of Supervisors adopted a resolution rejecting the Company's vested rights petition to operate the I-M Mine Property.

To view the full version of the December 14, 2023 press release, please visit https://www.risegoldcorp.com/news_items.

1 unchanged sentence

The stock options are exercisable at a price of $0.25 per share until December 12, 2028.

On December 7, 2023, the Company announced that it had completed two tranches of non-brokered private placements that total $967,957 through the sale of 5,377,541 total units at a price of $0.18 per unit with each unit comprising of one share of common stock and one-half of one share purchase warrant.

On December 7, 2023, the Company announced that it had completed two tranches of non-brokered private placements that total $967,957 through the sale of 5,377,541 total units at a price of $0.18 per unit with each unit consisting of one share of common stock and one-half of one share purchase warrant.

Each whole warrant entitles the holder to acquire one additional share of common stock at an exercise price of $0.26 for a period of two years from the date of issuance.

22 unchanged sentences

A decision on the Petition is not discretionary, rather the Board of Supervisors must decide whether to confirm the vested rights by reviewing the historical facts in light of how the California Supreme Court has interpreted the relevant legal principles.

On June 5, 2023, the Company sent a letter to the Board of Supervisors that highlights significant irregularities with the May 10 to 11, 2023 Planning Commission Hearing regarding the Company's proposed mining operations at the I-M Mine Property.

The letter details Brown Act violations, egregious abuses of the Company's constitutionally protected rights to due process, as well as the Planning Commission's noncompliance with the County's ethics training and adopted policies for conducting the business of Board-appointed bodies.

To view the full version of the press release, please visit https://www.risegoldcorp.com/news_items.

On May 12, 2023, the Company announced the result of the County Planning Commission (the "Planning Commission") hearing on the Idaho-Maryland Mine Project.

The Planning Commission held a public hearing on May 10 and May 11, 2023 to consider the "FEIR".

At the conclusion of the public hearing the Planning Commission recommended to the Nevada County Board of Supervisors that the FEIR not be certified and that the Use Permit be denied.

The Nevada County Board of Supervisors adopted a resolution in a public forum at the Hearing held on February 16, 2024, denying the Company's application for a Use Permit to allow the re-opening of the Idaho Maryland Gold Mine and to not certify the Final Environmental Impact Report.

In February 2023, the Company renegotiated its debt agreement with Eridanus Capital LLC, whereby the Company agreed to pay $250,000 to Eridanus to reduce the outstanding balance of the loan and issue 575,000 share purchase warrants to Eridanus.

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% for a period of 12 months following the date of issuance of the Eridanus warrants.

Each warrant entitles the holder to acquire one share of common stock at an exercise price of $0.60 for a period of two years from the date of issuance.

The Eridanus warrants and any shares of common stock acquired upon the exercise of the Eridanus warrants will be subject to statutory hold periods in accordance with applicable United States and Canadian securities laws.

The fair value of these warrants was calculated to be $154,218, which was netted against the loan payable balance.

On February 21, 2023, the Company granted a total of 1,045,000 stock options to employees, officers, directors, and consultants of the Company, exercisable at a weighted average price of $0.53 per share for a period of five years.

On February 17, 2023, the Company completed a non-brokered private placement over two tranches for gross proceeds totalling $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 3,870,662 units of the private placement for gross proceeds of $1,548,265.

The Company paid fees of $4,014 and issued 10,440 finder's warrants, 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.

Plan of Operations

As at April 30, 2024, the Company had a cash balance of $630,290, compared to a cash balance of $758,272 as at July 31, 2023.

Our plan of operations for the next 12 months is to enter into litigation in pursuit of protecting the Company's property rights under both California State and US Federal Law, including asserting its 5th Amendment Rights under the US Constitution and other due process rights under the 14th Amendment of the US Constitution.

The Company is also considering asking the Court to overturn the County of Nevada's decision denying the Company's Vested Mining Rights.

As at October 31, 2024, the Company had a cash balance of $279,685, compared to a cash balance of $243,669 as at July 31, 2024.

Our plan of operations for the next 12 months is to continue to review litigation options in pursuit of protecting the Company's property rights under both California state and US federal laws, including asserting its 5th Amendment rights under the US Constitution and other due process rights under the 14th Amendment of the US Constitution.

The Company is also asking the Court to overturn the County of Nevada's decision denying the Company's Vested Mining Rights.

10 unchanged sentences

Approximately 300 employees would be required if the mine reaches full production.

During the year ended July 31, 2023, and until September 23, 2023, the Company had one full-time employee, who was the former Chief Executive Officer and President, and who now serves as an advisor to the Company.

During the year ended July 31, 2023, and until September 23, 2023, the Company had one full-time employee, which was the former Chief Executive Officer and President, who now serves as an advisor to the Company.

Our current Chief Executive Officer and President provides services pursuant to a consulting agreement, and other officers and directors provide services to us on an as-needed basis.

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Our exploration and development activities will be subject to extensive federal, state and local laws, regulations and permits governing protection of the environment.

Among other things, its operations must comply with the provisions of the Federal Mine Safety and Health Act of 1977 as administered by the United States Department of Labor.

Among other things, our operations must comply with the provisions of the Federal Mine Safety and Health Act of 1977 as administered by the United States Department of Labor.

Our plan is to conduct our operations in a way that safeguards public health and the environment.

We believe that our operations comply with applicable environmental laws and regulations in all material respects.

The costs associated with implementing and complying with environmental requirements can be substantial and possible future legislation and regulations could cause us to incur additional operating expenses, capital expenditures, restrictions and delays in developing or conducting operations on its properties, including the I-M Mine Property, the extent of which cannot be predicted with any certainty.

The costs associated with implementing and complying with environmental requirements can be substantial and possible future legislation and regulations could cause us to incur additional operating expenses, capital expenditures, restrictions and delays in developing or conducting operations on our properties, including the I-M Mine Property, the extent of which cannot be predicted with any certainty.

Results of Operations

For the Periods Ended April 30, 2024 and 2023

The Company's operating results for the periods ended April 30, 2024 and 2023 are summarized as follows:

Accretion expense $ 29,859 $ 30,113

Consulting 55,106 52,583

Directors' fees 30,000 28,022

Filing and regulatory 23,997 12,907

Foreign exchange (gain) loss

Foreign exchange loss 2,127 12,987

General and administrative 74,365 145,159

3 unchanged sentences

Promotion and shareholder communication 8,187 20,011

Salaries - 84,301

Share-based compensation 162,508 90,361

Gain (loss) on fair value adjustment on derivative liability

Write-off on receivable

Loss $ (628,393 ) $ (1,239,053 )

Loss on fair value adjustment on derivative liability - (82,481 )

Write-off of receivable - (64,438 )

Other income - 7,547

Net loss and comprehensive loss for the period $ (628,393 ) $ (1,378,425 )

1 unchanged sentence

Weighted average number of common shares outstanding (basic and diluted) 55,785,106 40,362,800

The Company's operating results for the periods ended October 31, 2024 and 2023 are summarized as follows:

Liquidity and Capital Resources

Working Capital

31, 2024 At July 31,

2024 At July 31,

Current Assets $ 954,513 $ 894,638 $ 980,843

Current Liabilities $ 2,526,605 $ 2,661,598 $ 508,571

Working Capital (Deficit)

For the nine-month

period ended April

For the nine-month

period ended April

Working Capital $ (1,572,092 ) $ (1,766,960 ) $ 472,272

For the three-month

October 31, 2024 For the three-month

October 31, 2023

Net Cash used in Operating Activities $ (454,984 ) $ (512,857 )

Net Cash used in Investing Activities

Net Cash from Investing Activities $ 21,000 $ -

Net Cash provided by Financing Activities $ 470,000 $ 440,868

Net increase/(decrease) in Cash During the Period $ 36,016 $ (71,989 )

As of April 30, 2024, the Company had $630,290 in cash, $1,237,738 in current assets, $5,498,883 in total assets, $2,427,690 in current liabilities and $111,136 in non-current liabilities, a working capital deficit of $1,189,952 and an accumulated deficit of $29,537,708.

During the nine-month period ended April 30, 2024, the Company used $1,826,580 (2023 - $1,936,299) in net cash on operating activities.

The difference in net cash used in operating activities during the two periods was largely due to the difference between the loss (gain) of the revaluation adjustment of the derivative liability, share-based compensation for options granted during the period, and professional fees related to the Use Permit and Vested Rights petition.

The Company had no investing activities during the nine-month period ending April 30, 2024 (April 30, 2023 - $Nil).

The Company received net cash of $1,698,598 (2023 - $2,762,831) from financing activities related to the private placement and net of loan repayment during the nine-month periods ending April 30, 2024.

As of October 31, 2024, the Company had $279,685 in cash, $954,513 in current assets, $5,215,044 in total assets, $2,526,605 in current liabilities and $266,879 in non-current liabilities, a working capital deficit of $1,572,092 and an accumulated deficit of $30,863,010.

During the three-month period ended October 31, 2024, the Company used $454,984 (2023 - $512,857) in net cash on operating activities.

The difference in net cash used in operating activities during the two periods was largely due to the difference between the share-based compensation for options granted during the period.

The Company had $21,000 received from investing activities during the three-month period ending October 31, 2024 (October 31, 2023 - $Nil).

The Company received net cash of $470,000 (2023 - $440,868) from financing activities related to the loan received and credit facility payment during the three-month periods ending October 31, 2024.

The Company expects to operate at a loss for at least the next 12 months.

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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 2. Management’s Discussion and Analysis