What changed in this filing

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Item 1. Business

2025-10-29 compared with 2024-10-29 · 45 added, 55 removed, 45 unchanged (69% of the section changed)

5 unchanged sentences

We are a reporting issuer in British Columbia, Alberta, and Ontario in Canada.

Our common stock is also currently traded in the United States on the OTCQX Market under the symbol "RYES".

Our common stock is also currently traded in the United States on the OTCQB Market under the symbol "RYES".

We are an SEC reporting company by virtue of our class of common stock being registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

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Developments in our Company's business during the July 31, 2025 fiscal year and subsequent to year end, include the following:

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

Update on the Legal Efforts Regarding the Vested Right to Mine at the I-M Mine Property

On September 6, 2023, the Company submitted a petition to Nevada County, California (the "County") asserting its constitutionally protected vested right to mine at the I-M Mine Property without a use permit.

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

On May 13, 2024, the Company submitted a Writ of Mandamus (the "Writ") to the Superior Court of California for the County of Nevada (the "Court") asking the Court to compel the Board to follow applicable law and grant Rise recognition of its vested right to operate the I-M Mine Property.

Subsequent to filing the Writ, Rise sold three non-core surface parcels to repay debt and obtain the funds necessary to litigate the writ.

The County brought a motion for summary judgement in the writ proceedings, arguing that Rise had lost standing because of the sale of the parcels.

On August 8, 2025, the Court rejected the County's motion, ruling:

"Rise [has] a beneficial interest in the mine property it owns that is the subject of its vested right petition:

if its vested right to mine is recognized, Rise possesses all of the surface and mineral estate necessary to begin mining."

On September 12, 2025, the Court signed a stipulation from the County and Rise providing that Rise would submit its initial brief on the case on September 15, 2025, the County will submit its opposition by November 18, 2025, Rise will reply by December 5, 2025, and oral arguments will take place on January 9, 2026.

Other Business Development

On October 24, 2025, the Company closed a financing and raised US$7,000,000 through the issuance of up to 36,585,361 units at a price of US$0.25 per Unit, with each unit comprising one share of common stock and one share purchase warrant.

Each whole warrant entitles the holder to acquire one share of common stock at an exercise price of US$0.45 for a period of three years from the date of issuance.

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.

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.

On May 8, 2025, the Company closed a financing and raised $3,000,000 through the issuance of up to 36,585,361 units at a price of US$0.082 per Unit (~CDN$0.11), 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 (~CDN$0.21) for a period of three years from the date of issuance.

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 are exercisable at a price of US$0.10 per share until March 25, 2030.

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.

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

The second sale agreement covers 50 acres of land for total sale price of $2.5 million and closed on May 27, 2025, at which point half of the sale price was due, with the other half due on May 27, 2027.

Commencing on the closing date, the buyer is required to 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.

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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.

The Loan was 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.

The Company repaid the loan and accrued interest in full in May 2025.

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).

On September 10, 2024, the Company finalized an 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.

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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 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 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.

The Company contends that the Court is compelled to use its independent judgement and consider the administrative record de novo (i.e., "afresh" or "from the beginning") and without deference to the Board of Supervisors arguments or conclusions.

On May 1, 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.

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.

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.

Certain directors of the Company purchased an aggregate of 5,669,478 units of the private placement for gross proceeds of $538,600.

The Company paid fees of $1,995 and issued 21,000 finder's warrants where each finder's warrant entitles the holder to acquire one share at a price of $0.158 for a period of two years.

The Company paid legal fees of $4,515 in connection with this financing.

On February 20, 2024, the Company announced that the Board of Supervisors adopted a resolution in a public hearing on February 16, 2024, denying the Company's application for a Use Permit to allow the re-opening of the I-M Mine Property and not certifying the "FEIR".

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.

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.

Amounts loaned will bear interest at a rate of 12% per annum compounded annually and will be due four years from the date of the arrangement.

The Company may repay any amounts owing under the credit facility at any time without penalty.

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.

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").

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 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.

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.

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.

The Company paid fees of $6,480 and issued 36,000 finder's warrants where each finder's warrant entitles the holder to acquire one share at a price of $0.26 until November 7, 2025.

On September 26, 2023, the Company granted a total of 397,780 stock options to officers and directors of the Company.

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

The Company appointed Joseph Mullin as President and CEO of the Company as at September 25, 2023.

Ben Mossman will continue in his position as a director of the Company and serve as an advisor.

The Company also appointed two new directors in Clynton Nauman on September 7, 2023, and Daniel Oliver Jr.

on July 10, 2023.

On September 6, 2023, the Company submitted a Petition to the County of Nevada, California (the "County") asserting its vested right to mine at the I-M Mine Property.

The Company's position as demonstrated in the Petition is that mining operations on the I-M Mine Property are a vested use, protected under the California and federal Constitutions, and a use permit is not required for mining operations to continue.

The Company owns the I-M Mine Property consisting of 175 acres of surface land and a 2,560 acre mineral estate (the "Vested Mine Property"), located in the County.

Before the I-M Mine Property was consolidated into its current configuration in 1941, it existed as multiple historical mines and operations.

For the vested right to be recognized by the County, the Company needs to demonstrate the fact that mine operations were being conducted both before and immediately after the County first required a permit to mine in 1954.

The Petition and its exhibits are replete with historical evidence that mining was conducted at the I-M Mine Property prior to, during, and after 1954, when the County first required a use permit.

Once vested, this right to mine endures unless it is abandoned.

Abandonment only occurs if two conditions are met:

(1) there is evidence of a property owner's actual intent to abandon the vested mining right;

and (2) an overt act (or failure to act) demonstrating such intent.

The California Supreme Court has held that a vested mining right is not abandoned merely because the mine has been inactive for periods of time, and the Court has found that cessation of use alone does not constitute abandonment of a mine.

The evidence set out in the Petition establishes the various previous owners evidenced their intent to retain the vested right to mine by continuously recording mineral reservations, entering into leases, and making plans for resuming mining in the future, even when mining operations were suspended.

There is no evidence that any owner of the I-M Mine Property intended to abandon the vested mining right or took an overt act demonstrating that intent (let alone both).

In addition, the vested right was already confirmed in 1980 by the County.

The Company is subject to the vested rights being confirmed by the County.

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.

The Company repaid the Eridanus loan in full in May 2025.

Plan of Operations

As at July 31, 2025, the Company had a cash balance of $2,783,348, compared to a cash balance of $243,669 as of July 31, 2024.

Our plan of operations for the next 12 months is 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.

Our plan of operations for the next 12 months is to continue the litigation in pursuit of protecting the Company's property rights under both California state and U.S.

federal laws.

On May 13, 2024, the Company reported that we had submitted a Writ of Mandamus to 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.

On September 12, 2025 the Court signed a stipulation from the County and Rise providing that Rise would submit its initial brief on the case on September 15, 2025, the County will submit its opposition by November 18, 2025, Rise will reply by December 5, 2025, and oral arguments will take place on January 9, 2026.

Project Design

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

During the prior 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.

During the prior year ended July 31, 2024, from August 1, 2023 to 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.

9 unchanged sentences

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-K

Item 1. Business