What changed in this filing

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Item 1. Financial Statements

2025-03-17 compared with 2024-12-16 · 111 added, 102 removed, 449 unchanged (32% of the section changed)

6 unchanged sentences

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

PERIOD ENDED OCTOBER 31, 2024

PERIOD ENDED JANUARY 31, 2025

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS:

8 unchanged sentences

(Expressed in United States Dollars)

October 31, 2024

January 31, 2025

July 31, 2024

7 unchanged sentences

Accounts payable and accrued liabilities

Loans payable (Note 9)

Loan payable (Note 9)

Payable to related parties (Note 8)

Total current liabilities

Loans payable (Note 9)

Loan payable (Note 9)

Credit facility (Note 11)

9 unchanged sentences

Contingency (Note 7)

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

ended January

Accretion expense (Note 9 and 11)

1 unchanged sentence

Filing and regulatory

Foreign exchange loss

Foreign exchange (gain) loss

General and administrative

4 unchanged sentences

Share-based compensation (Note 12)

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

Write-off of receivable

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

Loss on note receivable (Note 5)

Net loss and comprehensive loss for the period

6 unchanged sentences

(Expressed in United States Dollars)

FOR THE SIX MONTHS ENDED JANUARY 31,

CASH FLOWS FROM OPERATING ACTIVITIES

4 unchanged sentences

Accretion expense

Loss on fair value adjustment on derivative liability

Foreign exchange loss

Loss (gain) on fair value adjustment on derivative liability

Loss on settlement of note receivable

Non-cash working capital item changes:

4 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from rental of land

Net cash used in investing activities

Proceeds from mineral property contracted for sale

Net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Line of credit payment

Private placement, net of issuance cost

Proceeds from loan

Shares subscribed in advance

Net cash provided by financing activities

Line of credit payment

Net cash used in financing activities

Change in cash and cash equivalents for the period

8 unchanged sentences

Capital Stock

Additional Paid-

subscribed in

Additional Paid-in

Shared subscribed

Balance as at July 31, 2023

3 unchanged sentences

Balance as at October 31, 2023

Loss for the period

Shares issued for cash, net of issuance cost

Share-based compensation

Balance as at January 31, 2024

Balance as at July 31, 2024

3 unchanged sentences

Balance as at October 31, 2024

Loss for the period

Share-based compensation

Balance as at January 31, 2025

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

2 unchanged sentences

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

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

The Company has incurred a loss of $ $ 1,314,726 for the period the six months ended January 31, 2025 and has accumulated a deficit of $ 31,549,343 .

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

At January 31, 2025, the Company had a working capital deficit of $ 433,482 (July 31, 2024 - deficit of $ 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 three months ended October 31, 2024 are not necessarily indicative of the results that may be expected for the year ended July 31, 2025.

The operating results for the six months ended January 31, 2025 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 INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(Expressed in United States Dollars)

13 unchanged sentences

CASH AND CASH EQUIVALENTS

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:

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

As at January 31, 2025, the balance of cash and cash equivalents is $ $ 743,546 (July 31, 2024:

PREPAID EXPENSES

October 31, 2024

January 31, 2025

July 31, 2024

1 unchanged sentence

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

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(Expressed in United States Dollars)

4 unchanged sentences

Proceeds from land contracted for sale

October 31, 2024

January 31, 2025

Title to mineral properties

1 unchanged sentence

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 at January 31, 2025 the Company holds title to the Idaho-Maryland Gold Mine Property.

As of January 31, 2025, the management does not consider that there are events or changes in circumstances to indicate that the carrying amount of the asset group may not be recoverable.

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.

13 unchanged sentences

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

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(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 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

As at January 31, 2025, the Company has incurred cumulative exploration expenditures of $ 9,605,667 on the Idaho-Maryland Gold Mine property as follows:

Six months ended

January 31, 2025

July 31, 2024

5 unchanged sentences

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

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(Expressed in United States Dollars)

1 unchanged sentence

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.

On October 1, 2024, the Company contracted to sell 66 acres of surface rights located adjacent to the Company's Idaho-Maryland Mine Property.

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 other half of the purchase price ($ 900,000 ) is due on November 27, 2026.

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

The $ 900,000 note receivable has a fair value of $ 851,852 on November 27, 2024, calculated based on an 8 % interest rate.

On January 14, 2025, the Company and the buyer negotiated a discounted, accelerated payment whereby the Company received $ 702,000 in lieu of the second $ 900,000 payment due in November 2026.

Carrying value of the note receivable on settlement date was $ 857,727 , resulting in a loss on settlement of $ 155,727 .

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.

Drilling equipment

1 unchanged sentence

At July 31, 2024

At October 31, 2024

At January 31, 2025

Accumulated depreciation

1 unchanged sentence

At July 31, 2024

At October 31, 2024

At January 31, 2025

Total carrying value, July 31, 2024

Assets held for sale

Total carrying value, October 31, 2024

Total carrying value, January 31, 2025

Assets Held for Sale

5 unchanged sentences

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

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(Expressed in United States Dollars)

6 unchanged sentences

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.

The Company has not yet been served with a summons and complaint filed in the citizen suit, but the Company's attorneys have engaged the Community Environmental Advocates Foundation's attorneys in an attempt to informally resolve the allegations without litigation.

The Company denies all allegations contained in the notice.

Management has determined that no estimate of a loss event can be determined at this time in connection with the notice.

RELATED PARTY TRANSACTIONS

3 unchanged sentences

Consulting fees of $ 66,000 and $ Nil (2024 - $ 47,411 and $ 74,494 ) 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 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 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.

b) Consulting fees of $ 12,522 to the CFO of the Company

c) Director fees of $ 50,000 (2024 - $ 58,022 ) to directors of the Company.

d) During the period ended January 31, 2025, the Company paid $ 64,229 (2024 - $ 66,426 ) in professional and consulting fees to a company controlled by a former director of the Company.

e) Share-based compensation of $ 198,719 (2024 - $ 166,619 ) for options granted during the period ended.

f) As at January 31, 2025 and July 31, 2024, $ 116,317 and $ 128,949 were owed to related parties, respectively.

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.

h) 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.

i) During Q2 2024, certain directors of the Company purchased an aggregate of 2,532,220 units of the private placement for gross proceeds of $ 455,800 (NIL – for the period ended January 31, 2025)

RISE GOLD CORP.

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

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(Expressed in United States Dollars)

1 unchanged sentence

a) Eridanus Loan

Eridanus Loan Payable

Balance, July 31, 2023

Interest expense

Accretion expense

Balance, July 31, 2024

Interest expense

Accretion expense

Issuance costs

Balance, January 31, 2025

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

7 unchanged sentences

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

Eridanus Loan Payable

Balance, July 31, 2023

Interest expense

Accretion expense

Balance, July 31, 2024

Interest expense

Accretion expense

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.

14 unchanged sentences

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

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(Expressed in United States Dollars)

2 unchanged sentences

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.

Given that the renegotiation of the debt resulted in a change of the present value of the cash flow 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.

21 unchanged sentences

Accretion expense

Balance, October 31, 2024

Balance, January 31, 2025

RISE GOLD CORP.

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

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(Expressed in United States Dollars)

14 unchanged sentences

The following table shows a continuity of the Company's derivative liability:

Warrant derivative

Number of warrants

accounted for as

Warrant derivative

derivative liability

3 unchanged sentences

Fair value adjustment

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.

Balance, January 31, 2025

For the six month period ended January 31, 2025, the Company recorded a total loss on fair value of derivative liability of $ Nil during the period (January 31, 2024 - gain of $ 128,715 ).

For the period ended January 31, 2025, the 2,291,322 warrants expired unexercised.

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

6 unchanged sentences

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

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(Expressed in United States Dollars)

19 unchanged sentences

Accretion expense

Balance, October 31, 2024

Balance, January 31, 2025

Deferred Financing Asset

4 unchanged sentences

Allocation to credit facility

Balance, October 31, 2024

Balance, January 31, 2025

RISE GOLD CORP.

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

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(Expressed in United States Dollars)

25 unchanged sentences

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

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(Expressed in United States Dollars)

3 unchanged sentences

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.

As at January 31, 2025, the Company recorded share-based compensation of $ 74,417 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.

1 unchanged sentence

The options are exercisable into common shares of the Company at $ 0.17 (C$ 0.25 ) 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.

As at January 31, 2025, the Company recorded share-based compensation of $ 17,443 (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.

4 unchanged sentences

The stock options are exercisable at a price of $ 0.26 (C$ 0.38 ) per share until September 22, 2028.

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

The following incentive stock options were outstanding as at January 31, 2025:

February 7, 2027

4 unchanged sentences

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 .

As at January 31, 2025, the aggregate intrinsic value of the Company's stock options is $ Nil (2024 - $ Nil ).

As at January 31, 2025, the Company has 4,642,961 options issued and outstanding where 3,807,622 options are exercisable as at January 31, 2025 with a weighted average exercise price of C$ 0.36 .

RISE GOLD CORP.

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

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(Expressed in United States Dollars)

11 unchanged sentences

Options expired and cancelled

Balance outstanding, October 31, 2024

Balance outstanding, January 31, 2025

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:

12 unchanged sentences

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

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(Expressed in United States Dollars)

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

The following warrants were outstanding at October 31, 2024:

January 31, 2025

The following warrants were outstanding at January 31, 2025:

February 17, 2025

11 unchanged sentences

Warrant transactions are summarized as follows:

Weighted Average

Number of Warrants

Weighted Average

Exercise Price (C$)

5 unchanged sentences

Warrants expired

Balance, October 31, 2024

Balance, January 31, 2025

RISE GOLD CORP.

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

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2024

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(Expressed in United States Dollars)

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

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:

During the six-month periods ended January 31, 2025 and 2024, the Company had the following non-cash financing and investing activities:

For the period ended January 31, 2025:

a) The Company accrued $ 165,116 of interest expense as part of the outstanding balance of loan payable.

1 unchanged sentence

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:

For the period ended January 31, 2024:

a) The Company accrued $ 129,661 of interest expense as part of the outstanding balance of loan payable.

5 unchanged sentences

The Company has determined that it operates its business in one geographical segment located in California, United States, where all of its equipment and mineral property interests are located.

SUBSEQUENT EVENT

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 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.

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