What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-06-16 compared with 2025-03-17 · 160 added, 109 removed, 451 unchanged (37% of the section changed)

6 unchanged sentences

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

PERIOD ENDED JANUARY 31, 2025

PERIOD ENDED APRIL 30, 2025

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS:

8 unchanged sentences

(Expressed in United States Dollars)

January 31, 2025

April 30, 2025

July 31, 2024

16 unchanged sentences

55,785,106 shares issued and outstanding (Note 12)

Shares subscribed in advance (Note 15)

Additional paid-in capital (Note 12)

4 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)

ended January

ended April 30,

Accretion expense (Note 9 and 11)

9 unchanged sentences

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

Impairment of assets held for sale (Note 6)

Loss on note receivable (Note 5)

Write-off of receivable

Net loss and comprehensive loss for the period

6 unchanged sentences

(Expressed in United States Dollars)

FOR THE SIX MONTHS ENDED JANUARY 31,

FOR THE NINE MONTHS ENDED APRIL 30,

CASH FLOWS FROM OPERATING ACTIVITIES

1 unchanged sentence

Items not involving cash

Impairment of assets held for sale

Interest expense

1 unchanged sentence

Accretion expense

Foreign exchange loss

Loss (gain) on fair value adjustment on derivative liability

11 unchanged sentences

Proceeds from loan

Line of credit payment

Net cash used in financing activities

Shares subscribed in advance

Net cash provided by financing activities

Change in cash and cash equivalents for the period

19 unchanged sentences

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 July 31, 2024

6 unchanged sentences

Balance as at January 31, 2025

Loss for the period

Shares subscribed in advance

Share-based compensation

Balance as at April 30, 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 SIX MONTH PERIOD ENDED JANUARY 31, 2025

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 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 $ $ 1,314,726 for the period the six months ended January 31, 2025 and has accumulated a deficit of $ 31,549,343 .

The Company has incurred a loss of $ 2,070,760 for the period the nine months ended April 30, 2025 and has accumulated a deficit of $ 32,305,377 .

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 January 31, 2025, the Company had a working capital deficit of $ 433,482 (July 31, 2024 - deficit of $ 1,766,960 ).

At April 30, 2025, the Company had a working capital surplus of $ 576,123 (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 six months ended January 31, 2025 are not necessarily indicative of the results that may be expected for the year ended July 31, 2025.

The operating results for the nine months ended April 30, 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 SIX MONTH PERIOD ENDED JANUARY 31, 2025

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

(Expressed in United States Dollars)

13 unchanged sentences

CASH AND CASH EQUIVALENTS

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

As at April 30, 2025, the balance of cash and cash equivalents is $ 2,327,424 (July 31, 2024:

PREPAID EXPENSES

January 31, 2025

April 30, 2025

July 31, 2024

RISE GOLD CORP.

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

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

(Expressed in United States Dollars)

4 unchanged sentences

Proceeds from land contracted for sale

January 31, 2025

April 30, 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 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 at April 30, 2025 the Company holds title to the Idaho-Maryland Gold Mine Property.

As of April 30, 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.

12 unchanged sentences

RISE GOLD CORP.

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

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 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 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

As at April 30, 2025, the Company has incurred cumulative exploration expenditures of $ 9,612,798 on the Idaho-Maryland Gold Mine property as follows:

Nine months ended

April 30, 2025

July 31, 2024

4 unchanged sentences

RISE GOLD CORP.

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

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

(Expressed in United States Dollars)

10 unchanged sentences

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.

The second sale agreement covers 50 acres of land for total sale price of $ 2,500,000 and closed on May 27, 2025, at which point half of the sale price was paid, with the other half due on May 27, 2027.

The buyer paid $ 12,500 per month until closing, with the payments 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.

3 unchanged sentences

At July 31, 2024

At January 31, 2025

At April 30, 2025

Accumulated depreciation

1 unchanged sentence

At July 31, 2024

At January 31, 2025

At April 30, 2025

Total carrying value, July 31, 2024

Assets held for sale

Total carrying value, January 31, 2025

Total carrying value, April 30, 2025

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

(Expressed in United States Dollars)

EQUIPMENT (continued)

Assets Held for Sale

1 unchanged sentence

The Company intends to sell the equipment within the next twelve months.

No impairment loss was recognized on reclassification to asset held for sale as the Company expects the fair value (estimated based on recent market prices of similar assets) less cost to sell is higher than the carrying amount.

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

RISE GOLD CORP.

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

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(Expressed in United States Dollars)

As a result, the net carrying amount of $ 511,530 has been reclassified to Assets Held for Sale during the year ended July 31, 2024.

The Company performed an assessment of the recoverability of the carrying amount at April 30, 2025 and determined that the drilling equipment should be written down to $ 200,000 , based on the subsequent transacted sale price.

An impairment loss of $ 311,530 was recognized on the Consolidated Interim Statements of Loss and Comprehensive Loss for the period ended April 30, 2025.

On May 16, 2025, the Company entered into an agreement to sell its drilling equipment for a sale price of $ 200,000 .

$ 100,000 was received on June 6, 2025 and subsequent payments of $ 50,000 payable for each of the two drilling rigs sold are to be received when each rig drills its first hole to a depth of 200m, no later than four months following delivery.

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

12 unchanged sentences

a) Salaries of $ Nil (2024 - $ 89,526 ) to the previous CEO of the Company.

Consulting fees of $ 66,000 and $ Nil (2024 - $ 47,411 and $ 74,494 ) to the CEO and an advisor of the Company.

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

Consulting fees of $ 99,000 (2024 - $ 80,556 and $ 88,716 ) to the CEO and an advisor of the Company.

b) Consulting fees of $ 29,870 (2024 - $ NIL ) to the CFO of the Company

c) Director fees of $ 70,000 (2024 - $ 88,022 ) 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)

d) During the period ended April 30, 2025, the Company paid $ 64,206 (2024 - $ 99,572 ) in professional and consulting fees to a company controlled by a former director of the Company.

RISE GOLD CORP.

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

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

(Expressed in United States Dollars)

RELATED PARTY TRANSACTIONS (continued)

e) Share-based compensation of $ 258,415 (2024 - $ 166,619 ) for options granted and vested during the period ended.

f) As at April 30, 2025 and July 31, 2024, $ 179,644 and $ 128,949 were owed to related parties, respectively.

i) During the nine months period ended 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 ( NIL - for the period ended April 30, 2025)

LOANS PAYABLE

a) Eridanus Loan

Eridanus Loan Payable

Balance, July 31, 2023

5 unchanged sentences

Issuance costs

Balance, January 31, 2025

Balance, April 30, 2025

a) Eridanus Loan

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

10 unchanged sentences

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

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

(Expressed in United States Dollars)

LOANS PAYABLE (continued)

a) Eridanus Loan (continued)

Accordingly, no gain or loss was recorded and a new effective interest rate of 32.67 % was established based on the carrying value of the debt and the revised cash flow.

9 unchanged sentences

Forfeiture rate

RISE GOLD CORP.

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

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(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.

11 unchanged sentences

Forfeiture rate

In May 2025, the Company repaid the entire balance of the Eridanus loan.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

(Expressed in United States Dollars)

LOAN PAYABLE (continued)

b) Myrmikan Loan

10 unchanged sentences

Accretion expense

Balance, January 31, 2025

RISE GOLD CORP.

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

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(Expressed in United States Dollars)

LOAN PAYABLE (continued)

b) Myrmikan Loan (continued)

Balance, April 30, 2025

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

6 unchanged sentences

Forfeiture rate

In May 2025, the Company repaid the entire balance of the Myrmikan loan.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

(Expressed in United States Dollars)

DERIVATIVE LIABILITY

11 unchanged sentences

Fair value adjustment

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.

Balance, April 30, 2025

For the nine month period ended April 30, 2025, the Company recorded a total loss/gain on fair value of derivative liability of $ Nil during the period (April 30, 2024 - gain of $ 137,457 ).

For the period ended April 30, 2025, the 2,291,322 warrants expired unexercised.

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

4 unchanged sentences

Forfeiture rate

RISE GOLD CORP.

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

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(Expressed in United States Dollars)

CREDIT FACILITY

7 unchanged sentences

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.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

(Expressed in United States Dollars)

CREDIT FACILITY (continued)

Credit Facility

5 unchanged sentences

Balance, July 31, 2024

Reclassification to accounts payable

Principal amount

2 unchanged sentences

Accretion expense

Balance, January 31, 2025

Balance, April 30, 2025

Deferred Financing Asset

4 unchanged sentences

Allocation to credit facility

Balance, January 31, 2025

RISE GOLD CORP.

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

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(Expressed in United States Dollars)

CREDIT FACILITY (continued)

Balance, April 30, 2025

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

6 unchanged sentences

Forfeiture rate

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

(Expressed in United States Dollars)

CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL

11 unchanged sentences

Stock Options

On March 25, 2025 the Company granted a total of 1,142,410 stock options to directors and officers of the Company.

The stock options have a fair value of $ 81,455 and are exercisable at a price of US$ 0.10 (CAD$ 0.14 ) per share until March 25, 2030.

533,103 stock options were vested immediately, and 609,307 stock options will vest over six calendar quarters.

The Company recognized a share-based compensation expense of $ 38,011 in connection with this grant.

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$ 0.16 ) per share until October 21, 2029.

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 April 30, 2025, the Company recorded share-based compensation of $ 91,755 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.

RISE GOLD CORP.

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

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

(Expressed in United States Dollars)

1 unchanged sentence

Stock Options (continued)

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

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.

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$ 0.25 ) 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 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.

As at April 30, 2025, the Company recorded share-based compensation of $ 21,790 (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 January 31, 2025:

The following incentive stock options were outstanding as at April 30, 2025:

February 7, 2027

4 unchanged sentences

October 21, 2029

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 .

March 25, 2030

As at April 30, 2025, the aggregate intrinsic value of the Company's stock options is $ Nil (2024 - $ Nil ).

As at April 30, 2025, the Company has 5,420,371 options issued and outstanding where 4,153,099 options are exercisable as at April 30, 2025 with a weighted average exercise price of $ 0.20 .

RISE GOLD CORP.

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

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

(Expressed in United States Dollars)

4 unchanged sentences

Weighted Average

Exercise Price ($C)

Exercise Price ($)

Balance outstanding and exercisable, July 31, 2023

4 unchanged sentences

Options expired and cancelled

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:

Balance outstanding, April 30, 2025

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of stock options issued during the period ended:

March 25, 2025

October 21, 2024

10 unchanged sentences

RISE GOLD CORP.

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

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

(Expressed in United States Dollars)

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

The following warrants were outstanding at January 31, 2025:

February 17, 2025

The following warrants were outstanding at April 30, 2025:

November 7, 2025

11 unchanged sentences

Weighted Average

Exercise Price (C$)

Exercise Price ($)

Balance, July 31, 2023

4 unchanged sentences

Warrants expired

Balance, January 31, 2025

Balance, April 30, 2025

RISE GOLD CORP.

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

FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 2025

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

(Expressed in United States Dollars)

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

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.

During the nine-month periods ended April 30, 2025 and 2024, the Company had the following non-cash financing and investing activities:

For the period ended April 30, 2025:

a) The Company accrued $ 220,708 of interest expense as part of the outstanding balance of loan payable and line of credit.

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 January 31, 2024:

d) The Company allocated $ 28,061 to deferred financing asset.

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.

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 EVENTS

On May 9, 2025, the Company closed financing and raised $ 3,000,000 through the issuance of 36,585,361 units at a price of US$ 0.082 per unit, with each unit comprising one share of common stock and one-half of one share purchase warrant.

Each whole warrant entitles the holder to acquire one share of common stock at an exercise price of US$ 0.15 for a period of three years from the date of issuance.

On May 16, 2025, the Company entered into an agreement to sell its drilling equipment for a sale price of $ 200,000 .

On May 22, 2025, the Company granted a total of 3,320,000 stock options to directors, officers, and consultants of the Company.

The stock options are exercisable at a price of US$ 0.10 per share until May 22, 2030.

The vesting of certain stock options issued on May 1, 2024, September 19, 2024 and March 25, 2025 has been accelerated such that all 5,420,371 outstanding stock options of the Company are now fully vested.

On May 27, 2025, the Company closed the second sale agreement covering 50 acres of land for total sale price of $ 2,500,000 .

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