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Item 8. Financial Statements and Supplementary Data

2025-10-29 compared with 2024-10-29 · 305 added, 199 removed, 486 unchanged (51% of the section changed)

8 unchanged sentences

We have audited the accompanying consolidated balance sheets of Rise Gold Corp.

(the “Company”) as of July 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for the years ended July 31, 2024 and 2023, and the related notes and schedules (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2024 and 2023, and the results of its operations and its cash flows for the year ended July 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company incurred a loss of $3,565,631 for the year ended July 31, 2024, and as of that date, had an accumulated deficit of $30,234,617.

These events and conditions raise substantial doubt about its ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

(the “Company”), as of July 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the years ended July 31, 2025, and 2024, and the related notes and schedules (collectively referred to as the “financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Rise Gold Corp.

as of July 31, 2025 and 2024, and the results of its operations and its cash flows for the years ended July 31, 2025, and 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these financial statements based on our audits.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

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We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Our audits included performing procedures to assess the risks of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Assessment of impairment indicators of mineral property interests

As described in Note 6 to the financial statements, the carrying amount of the Company’s mineral property interests was $4,149,053 as at July 31, 2024.

As more fully described in Note 3, management applies judgment to evaluate its mineral property interests for indicators of impairment whenever events or changes in circumstance indicate that the carrying amount of the asset may not be recoverable.

The principal considerations for our determination that the assessment of impairment indicators of the mineral property interests is a critical audit matter is that there was judgment made by management when assessing whether there were indicators of impairment for the mineral property interests.

This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures to evaluate audit evidence relating to the judgments made by management in their assessment of indicators of impairment that could give rise to the requirement to prepare an estimate of the recoverable amount of the mineral property interests.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

These procedures include, among others:

evaluating management's assessment of indicators of impairment;

evaluation of future commodity pricing;

assessing good standing of mineral property rights;

evaluating the Company's current, past, and planned exploration expenditures and ability to carry out future exploration activity.

We determined that there are no critical audit matters.

We have served as the Company’s auditor since 2013.

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Mineral property interests (Note 6)

Equipment (Note 7)

Deferred financing asset (Note 12)

Note receivable (Note 6)

Deferred financing assset (Note 12)

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable and accrued liabilities

Deposit liability (Note 7)

Loan payable (Note 10)

1 unchanged sentence

Total current liabilities

Loan payable (Note 10)

Credit facility (Note 12)

Derivative liability (Note 11)

Total liabilities

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Approved and authorized by the Board on October 27, 2025

"Benjamin Mossman"

"Murray Flanigan"

Benjamin Mossman

Murray Flanigan

"Daniel Oliver"

"Lawrence Lepard"

Daniel Oliver

Lawrence Lepard

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

1 unchanged sentence

(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in United States Dollars)

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Filing and regulatory

Foreign exchange loss

Foreign exchange (gain) loss

General and administrative

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Promotion and shareholder communication

Share-based payments (Note 13)

Loss before other items

Share-based compensation (Note 13)

Gain on fair value adjustment on derivative liability (Note 11)

Write-off on receivable

Gain on accounts payable settlement

Loss on sale of assets (Note 7)

Loss on note receivable (Note 6)

Loss on settlement of loans (Note 10)

Write-off of receivable

Net loss and comprehensive loss for the year

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(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF CASH FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in United States Dollars)

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Items not involving cash

Loss on assets held for sale

Interest expense

Share-based payment

Share-based compensation

Accretion expense

Gain on fair value adjustment on warrant derivatives

Interest income note receivable amortization

Loss (gain) on fair value adjustment on derivative liability

Loss on settlement of loans

Loss on settlement of note receivable

Non-cash working capital item changes:

Prepaid expenses

Accounts payables and accrued liabilities

Payable to related parties

Deposit for assets held for sale

Accounts payable and accrued liabilities

Related party payables

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from mineral property contracted for sale

Net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Private placement, net of issuance cost

Proceeds from loan

Loan repayment

Proceeds from exercise of options

Net cash provided by financing activities

6 unchanged sentences

(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Expressed in United States Dollars)

Capital Stock

Additional Paid-in

Additional Paid-

Balance as at July 31, 2023

Shares issued for cash, net of issuance cost

Options exercise

Warrants issued for loan modification

Warrants issued for credit facility

Share-based compensation

2 unchanged sentences

Shares issued for cash, net of issuance cost

Warrants issued for credit facility

Warrants issued for loans

Share-based compensation

9 unchanged sentences

Rise Gold Corp.

(the "Company") was originally incorporated as Atlantic Resources Inc.

(the "Company" or "Rise") was originally incorporated as Atlantic Resources Inc.

in the State of Nevada on February 9, 2007 and is in the exploration stage.

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There is no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company.

These events and conditions cast substantial doubt about the Company's ability to continue as a going concern.

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 July 31, 2024, the Company had working capital deficit of $ 1,766,960 (2023 - working capital of $ 472,272 ).

Based on working capital at year end, and subsequent equity financing of $ 7,000,000 , management estimates that it does have sufficient funds to continue operations for the ensuing 12 months from the date of these financial statements.

At July 31, 2025, the Company had working capital surplus of $ 1,930,258 (2024 - working capital deficit of $ 1,766,960 ).

BASIS OF PREPARATION

Generally accepted accounting principles

These consolidated financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America ("US GAAP") for financial information with the instructions to Form 10-K and Regulation S-K.

These consolidated financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America ("U.S.

GAAP") for financial information and with the instructions to Form 10-K and Regulation S-K.

RISE GOLD CORP.

13 unchanged sentences

Use of Estimates

The preparation of these financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

The preparation of these financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

Actual results could differ from those estimates.

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As the exercise price of the Company's warrants are in Canadian Dollars, and the functional currency of the Company is the United States Dollar, these warrants are considered a derivative as a variable amount of cash in the Company's functional currency will be received upon exercise.

Receivables and note receivable

The Company reviews all receivables that exceed terms and establishes an allowance for doubtful accounts based on management's assessment of the collectability of trade and other receivables.

Note receivable is valued at market rate of interest.

Mineral property

30 unchanged sentences

Financial instruments

The Company's financial instruments consist of cash, receivables, accounts payable and accrued liabilities, credit facility, loan payable and payable to related parties.

The Company's financial instruments consist of cash, receivables, note receivable, accounts payable and accrued liabilities, credit facility, loan payable and payable to related parties.

It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from its financial instruments.

1 unchanged sentence

Fair value of financial assets and liabilities

The Company measures the fair value of financial assets and liabilities based on US GAAP guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

The Company measures the fair value of financial assets and liabilities based on U.S.

GAAP guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables or other financial liabilities depending on their nature.

9 unchanged sentences

The derivative liability is recognized at fair value using level 2 inputs as the fair value of derivatives was determined using a Black-Scholes option pricing formula .

Financial instruments, including payable to related parties and accounts payable are classified as other financial liabilities and are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments.

Credit facility and loan payable are considered to approximate fair value as they are subject to a market rate of interest.

RISE GOLD CORP.

4 unchanged sentences

SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair value of financial assets and liabilities (continued)

Credit facility and loan payable are considered to approximate fair value as they are subject to a market rate of interest.

Concentration of credit risk

6 unchanged sentences

The Black-Scholes option valuation model is used to calculate fair value.

Receivables and note receivable

Receivables are initially measured at its fair value or transaction price, and subsequently measured at amortized cost.

Note receivables are valued at market rate of interest.

For notes receivable with cash flows of principal and interest, they are subsequently measured at amortized cost, which is the initial amount minus principal payments, plus the amortization of any discount or premium, using the effective interest method.

The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss from the current year and any adjustment to income taxes payable related to previous years.

Current income taxes are determined using tax rates and tax laws that have been enacted or subsequently enacted by the year-end date.

Current income taxes are determined using tax rates and laws that have been enacted or subsequently enacted by the year-end date.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

1 unchanged sentence

A valuation allowance is recognized if it is more likely than not that some portion or all of the deferred tax asset will not be recognized.

Recently adopted and recently issued accounting standards

The Company has determined that other significant newly issued accounting pronouncements are either not applicable to the Company's business or that no material effect is expected on the financial statements as a result of future adoption.

CASH AND CASH EQUIVALENTS

As at July 31, 2024, the balance of cash and cash equivalents is $ 243,669 (July 31, 2023:

$ 758,272 ) of which $ Nil (July 31, 2023:

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

RISE GOLD CORP.

3 unchanged sentences

(Expressed in United States Dollars)

SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently adopted and recently issued accounting standards

The following amendments to existing standards have been issued up to and including the date of issuance of these financial statements, however are not yet effective for the Company:

Accounting Standards Update 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

The amendments in this update require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate).

This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

Accounting Standards Update 2024-03, Income statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expense.

The amendments in this update requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements.

Public business entities are required to apply the guidance prospectively and may elect to apply it retrospectively.

This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.

The Company is still evaluating the impact of implementing the above improvements to its consolidated financial statements.

CASH AND CASH EQUIVALENTS

As at July 31, 2025, the balance of cash and cash equivalents is $ 2,783,348 (July 31, 2024:

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

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

PREPAID EXPENSES

2 unchanged sentences

Investor relations

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2025

(Expressed in United States Dollars)

MINERAL PROPERTY INTERESTS

1 unchanged sentence

Idaho-Maryland, California

Ending balance, July 31, 2024 and 2023

July 31, 2024 and 2023

Proceeds from land contracted for sale

July 31, 2025

Title to mineral properties

1 unchanged sentence

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

As of July 31, 2024, based on management's review of the carrying value of mineral rights, management determined that there is no evidence that the cost of these acquired mineral rights will not be fully recovered and accordingly, the Company determined that no adjustment to the carrying value of mineral rights was required.

As of July 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.

Idaho-Maryland Gold Mine Property, California

On August 30, 2016, the Company entered into an option agreement with three parties to purchase a 100 % interest in and to the Idaho-Maryland Gold Mine property located near Grass Valley, California, United States.

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MINERAL PROPERTY INTERESTS (continued)

Idaho-Maryland Gold Mine Property, California (continued)

Idaho-Maryland Gold Mine Property, California

On January 6, 2017, the Company entered into an option agreement with Sierra Pacific Industries Inc.

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Closing balance

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

RISE GOLD CORP.

3 unchanged sentences

(Expressed in United States Dollars)

MINERAL PROPERTY INTERESTS (continued)

Idaho-Maryland Gold Mine Property, California

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 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 $ 900,000 note receivable, which was secured by surface rights, had a fair value of $ 851,852 on November 27, 2024, calculated based on an estimated 8 % market interest rate.

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

The 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 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.

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.

At July 31, 2025 the following is the continuity of the $ 1,250,000 note receivable:

Discounted fair value on May 27, 2025

Interest income earned to July 31, 2025

Balance at July 31, 2025

The estimated market interest rate used to discount the note receivable secured by the surface rights was 8 %.

Drilling equipment

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Total carrying value, July 31, 2025

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2025

(Expressed in United States Dollars)

EQUIPMENT (continued)

Assets Held for Sale

During the year ended July 31, 2024, the Company approved a plan to sell its drilling equipment.

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

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.

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

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

On May 16, 2025, the Company entered into an agreement to sell its drilling equipment for a sale price of $ 100,000 plus $ 100,000 in contingent payments.

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

A loss of $ 411,530 on the sale of assets was recognized for the year ended July 31, 2025.

The sale closed subsequent to year end and, as at July 31, 2025, the Company recorded a deposit liability of $ 100,000 pertaining to the first payment of $ 100,000 received on June 6, 2025.

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

5 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 was not served with a summons and complaint filed in the citizen suit, and the Company was dismissed.

The citizen suit proceeds, however, against Rise Grass Valley Inc, the subsidiary of the Company.

Litigation is ongoing.

Rise Grass Valley denies all allegations made in the citizen suit.

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

RISE GOLD CORP.

6 unchanged sentences

The remuneration of the key management personnel is as follows:

a) Salaries of $ 89,296 (2023 - $ 135,000 ) to the previous CEO of the Company.

Consulting fees of $ 113,649 and $ 88,487 (2023 - $ Nil and $ Nil ) to the CEO and an advisor of the Company.

a) Salaries of $ Nil (2024 - $ 89,296 ) to the previous CEO of the Company.

Consulting fees of $ 132,000 and $ Nil (2024 - $ 113,649 and $ 88,487 ) to the CEO and an advisor of the Company.

b) Directors' fees of $ 90,000 (2024 - $ 118,022 ) to directors of the Company.

c) During the year ended July 31, 2024, the Company paid $ 132,421 (2023 - $ 134,140 ) in professional fees to a company controlled by a director of the Company.

d) Share-based compensation of $ 338,692 (2023 - $ 421,883 ) for options granted during the year ended July 31, 2024.

e) As at July 31, 2024, $ 128,949 (2023 - $ 51,159 ) was owed to related parties.

f) During fiscal 2024, certain directors of the Company purchased an aggregate of 8,201,698 units of the private placement for gross proceeds of $ 994,400 (2023 - purchased 2,394,299 units for $ 957,720 ).

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

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

The Loan has a term of 4 years and an annual interest rate of 10 % for the first two years increasing to 20 % in year 3 and to 25 % in year 4.

c) During the year ended July 31, 2025, the Company paid $ 64,539 (2024 - $ 132,421 ) in professional fees to a company controlled by a former director of the Company.

d) During the year ended July 31, 2025, the Company paid $ 53,474 (2024 - $ Nil ) in professional fees to a company controlled by the CFO of the Company.

e) Share-based compensation of $ 685,983 (2024 - $ 338,692 ) for options granted and vested during the year ended July 31, 2025.

f) As at July 31, 2025, $ 187,801 (2024 - $ 128,949 ) was owed to related parties.

g) During fiscal 2025, certain directors and officers of Rise, directly, through entities controlled by them, or through entities for which they exercise control or direction over investment decisions purchased an aggregate of 9,904,196 units of the private placement for gross proceeds of $ 812,144 (2024 - purchased 8,201,698 units for $ 994,400 ).

h) 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 Inc.

in 2019 (see note 10 (a) below for details).

Myrmikan Gold Fund, LLC is another company controlled by a director of the Company that provided a loan to Rise Grass Valley Inc.

in 2024 (see note 10 (b) below for details).

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2025

(Expressed in United States Dollars)

a) Eridanus loan

Balance, July 31, 2023

Interest expense

Accretion expense

Balance, July 31, 2024

Interest expense

Accretion expense

Issuance costs

Loss on settlement of loan

Balance, July 31, 2025

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

The Eridanus loan has a term of 4 years and an annual interest rate of 10 % for the first two years increasing to 20 % in year 3 and to 25 % in year 4 .

Interest will accrue and be paid along with the principal upon the maturity date.

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

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

The fair value of these warrants was calculated to be $ 444,942 which was netted against the loan payable balance along with $ 15,000 paid to the lender for a total of $ 459,942 in issuance costs.

Each warrant entitles the holder to acquire one share of common stock at an exercise price of $ 0.80 (C$ 1.00 ) for a period of three years from the date of issuance.

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

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

In addition, if total interest payments are less than $ 200,000 , the difference will be paid to the Lender as prepayment compensation.

The Loan is secured against the assets of the Company and its subsidiary and will be used for permitting, engineering, and working capital at the Company's Idaho Maryland Gold Project.

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

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

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

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

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.

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

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

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 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.

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

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

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2025

(Expressed in United States Dollars)

LOAN PAYABLE (continued)

a) Eridanus loan (continued)

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

September 12, 2024

Risk-free interest rate

Expected life of warrants

Expected annualized volatility

Share price at grant date

Exercise price

Forfeiture rate

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

b) Myrmikan loan

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

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

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

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

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

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

Balance, July 31, 2024

2 unchanged sentences

Issuance costs

Balance, July 31, 2023

Interest expense

Accretion expense

Loss on settlement of loan

Balance, July 31, 2025

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

RISE GOLD CORP.

4 unchanged sentences

LOAN PAYABLE (continued)

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

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

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

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.

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

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

b) Myrmikan loan (continued)

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

February 17, 2023

October 10, 2024

Risk-free interest rate

5 unchanged sentences

DERIVATIVE LIABILITY

The exercise price of the Company's share purchase warrants is fixed in Canadian dollars and the functional currency of the Company is the US dollar.

The exercise price of certain of the Company's share purchase warrants is fixed in Canadian dollars and the functional currency of the Company is the U.S.

These warrants are considered to be a derivative as a variable amount of cash in the Company's functional currency that will be received on exercise of the warrants.

2 unchanged sentences

The following table shows a continuity of the Company's fair value of warrant derivative:

Warrant derivative

Number of warrants

accounted for as

Warrant derivative

derivative liability

2 unchanged sentences

Balance, July 31, 2024

Fair value adjustment

Balance, July 31, 2024

During the year ended July 31, 2024, the Company recorded a gain on fair value adjustment on derivative liability of $ 140,015 (July 31, 2023 - gain of $ 233,895 ).

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2024

(Expressed in United States Dollars)

DERIVATIVE LIABILITY (continued)

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

July 31, 2024

During the year ended July 31, 2025, the Company recorded no gain or loss on the fair value adjustment of the derivative liability (July 31, 2024 - gain of $ 140,015 ).

During the year ended July 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 derivative as at July 31, 2024:

July 31, 2024

1 unchanged sentence

Expected life of warrants

0.93 to 1.05 years

Expected annualized volatility

151.04 % to 154.60 %

Forfeiture rate

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2025

(Expressed in United States Dollars)

CREDIT FACILITY

14 unchanged sentences

Balance, July 31, 2024

Reclassification to accounts payable

Principal amount

Interest expense

Issuance costs

Accretion expense

Balance, July 31, 2025

Deferred Financing Asset

3 unchanged sentences

Balance, July 31, 2024

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2024

(Expressed in United States Dollars)

CREDIT FACILITY (continued)

Allocation to credit facility

Balance, July 31, 2025

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

6 unchanged sentences

Forfeiture rate

Subsequent to the year ended July 31, 2024, 200,000 additional warrants are yet to be issued to the lender pursuant to the agreement.

200,000 additional warrants are yet to be issued to the lender pursuant to the agreement.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2025

(Expressed in United States Dollars)

CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL

Private Placements

On May 8, 2025, the Company completed a non-brokered private placement of $ 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.

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.

Certain directors and officers of Rise, directly, through entities controlled by them, or through entities for which they exercise control or direction over investment decisions, purchased an aggregate of 9,904,196 units for gross proceeds of $ 812,144 .

The Company paid finder's fees of $ 3,000 and issued a total of 36,585 finder's warrants, with each finder's warrant entitling the holder to acquire one share of common stock at a price of US$ 0.15 until May 8, 2028.

The Company paid legal fees and other share issuance costs of $ 37,124 in connection with this financing.

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.

8 unchanged sentences

The Company paid legal fees of $ 10,624 in connection with this financing.

On February 17, 2023, the Company completed a non-brokered private placement over two tranches for gross proceeds totaling $ 3,000,000 through the issuance of 7,500,000 units in total at a price of $ 0.40 per unit, where each unit consisted of one share of common stock and one-half of one share purchase warrant.

Each whole warrant entitles the holder to acquire one additional share of common stock at an exercise price of $ 0.60 until January 31, 2025 and February 17, 2025 .

Certain directors of the Company purchased an aggregate of 2,394,299 units of the private placement for gross proceeds of $ 957,720 .

The Company paid fees of $ 4,014 and issued 10,440 finder's warrants relating to the first tranche, where each finder's warrant entitles the holder to acquire one share of common stock at a price of $ 0.60 until January 31, 2025 and February 17, 2025.

The Company paid legal fees of $ 10,563 in connection with this financing.

Stock Options

On 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 (CAD$ 0.14 ) per share until May 22, 2030.

The Company recognized a share-based compensation expense of $ 366,870 in connection with this grant.

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 originally vested over six calendar quarters but were accelerated to fully vest on May 22, 2025.

The Company recognized a share-based compensation expense of $ 81,455 in connection with this grant.

RISE GOLD CORP.

4 unchanged sentences

CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL (continued)

Stock Options

On May 1, 2024, the Company granted 412,241 stock options to an officer of the Company.

The options are exercisable into common shares of the Company at $ 0.17 (C$ 0.23 ) per share for a period of five years from the date of grant, subject to vesting, 25 % vesting on the date of grant and 12 % vesting every 3 months thereafter.

In connection with this grant, the Company recorded share-based compensation of $ 31,849 on the statement of operations and comprehensive loss.

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.

On May 22, 2025 all unvested options were accelerated to fully vest.

The Company recorded share-based compensation of $ 116,240 in connection with this grant.

On May 1, 2024, the Company granted a total of 1,004,479 stock options with a fair value of $ 140,220 to directors of the Company.

The stock options are exercisable at a price of $ 0.17 (C$ 0.23 ) per share until May 1, 2029.

The stock options are exercisable at a price of $ 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.

On May 22, 2025 all unvested options were accelerated to fully vest.

As at July 31, 2025, the Company recorded share-based compensation of $ 140,220 of which $ 25,698 was recognized during the year ended July 31, 2025.

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.

2 unchanged sentences

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

On February 21, 2023, the Company granted a total of 1,045,000 stock options with a fair value of $ 466,527 to employees, officers, directors and consultants of the Company, exercisable at a weighted average price of $ 0.53 (C$ 0.72 ) per share until February 21, 2028.

The following incentive stock options were outstanding and exercisable as at July 31, 2025:

August 21, 2024

September 22, 2025

February 7, 2027

2 unchanged sentences

December 12, 2028

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

As at July 31, 2024, the Company has 5,578,511 options issued and outstanding where 5,269,330 options are exercisable as at July 31, 2024 with a weighted average exercise price of C$ 0.71 .

September 20, 2029

October 21, 2029

March 25, 2030

As at July 31, 2025, the aggregate intrinsic value of the Company's stock options is $ 443,246 (2024 - $ Nil ).

As at July 31, 2025, the Company has 8,740,371 options issued and outstanding where 8,740,371 options are exercisable as at July 31, 2025 with a weighted average exercise price of $ 0.15 .

RISE GOLD CORP.

8 unchanged sentences

Weighted Average

Exercise Price ($C)

Balance outstanding, July 31, 2022

Exercise Price ($)

Balance outstanding and exercisable, July 31, 2023

Options granted

Options cancelled

Options expired

Options exercised

Balance outstanding, July 31, 2024

Options granted

Options expired

Balance outstanding, July 31, 2024

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of stock options issued during the year ended July 31:

Options expired and cancelled

Balance outstanding and exercisable, July 31, 2025

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of stock options issued during the years ended July 31.

2025 and 2024:

Risk-free interest rate

Expected life of stock options

Expected annualized volatility

Forfeiture rate

September 20,

3 unchanged sentences

Forfeiture rate

Share-Based Payments

The Company has a stock option plan under which it is authorized to grant options to executive officers and directors, employees and consultants enabling them to acquire up to 10 % of the issued and outstanding common stock of the Company.

Under the plan the exercise price of each option equals the market price of the Company's stock, less any applicable discount, as calculated on the date of grant.

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

On June 14, 2022, the Company amended the term of 6,308,310 common share purchase warrants by extending their expiry dates by two years and adding an accelerated expiry provision.

Between July 3, 2019 and September 21, 2020 the Company issued a total of 6,308,310 warrants to purchase shares of common stock of the Company in connection with various private placement financings and debt financings.

3,959,727 of these warrants were granted with an exercise price of CAD$ 1.00 per share ("CAD Priced Warrants") or optional currency settlement choice with amended expiry dates ranging from July 3, 2024 to September 9, 2024, and 2,348,583 of these warrants were granted with an exercise price of US$ 1.00 per share ("USD Priced Warrants") with amended expiry dates ranging from July 31, 2024 to September 21, 2024.

All other terms and conditions of the warrants remain unchanged.

RISE GOLD CORP.

4 unchanged sentences

CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL (continued)

Share-Based Payments

Under the plan the exercise price of each option equals the market price of the Company's stock, less any applicable discount, as calculated on the date of grant.

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

The following warrants were outstanding as at July 31, 2025:

August 19, 2024

September 9, 2024

September 21, 2024

January 31, 2025

February 17, 2025

November 7, 2025

December 7, 2025

4 unchanged sentences

April 29, 2027

Warrant transactions are summarized as follows:

Number of Warrants

Weighted Average

Exercise Price (C$)

Balance, July 31, 2022

Warrants issued

Warrants expired

Balance, July 31, 2023

Warrants issued

Warrants expired

Balance, July 31, 2024

September 12, 2028

October 10, 2028

RISE GOLD CORP.

3 unchanged sentences

(Expressed in United States Dollars)

CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL (continued)

Warrant transactions are summarized as follows:

Number of Warrants

Weighted Average

Exercise Price ($)

Balance outstanding and exercisable, July 31, 2023

Warrants granted

Warrants expired

Balance outstanding, July 31, 2024

Warrants granted

Warrants expired

Balance outstanding, July 31, 2025

A reconciliation of income taxes (recovery) at statutory rates with the reported taxes is as follows:

9 unchanged sentences

Mineral property interests

Share issuance costs

Property and equipment

Non-capital losses available for future period

1 unchanged sentence

Net deferred tax assets

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2025

(Expressed in United States Dollars)

INCOME TAXES (continued)

The Company has approximately $ 20,360,000 (2024 - $ 18,696,000 ) in net operating losses which may be carried forward and applied against taxable income in future years.

6 unchanged sentences

No expiry date

Property and equipment

No expiry date

Share issuance costs

No expiry date

Non-capital losses available for future period

4 unchanged sentences

Tax attributes are subject to review and potential adjustments by tax authorities.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2024

(Expressed in United States Dollars)

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

1 unchanged sentence

For the year ended July 31, 2025:

a) The Company accrued $ 5,008 of interest expense as part of the outstanding balance of the credit facility

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 $ 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 $ 0.1735 until October 10, 2028 with a total fair value of $ 334,423 .

d) The Company allocated $ 36,079 from deferred financing asset.

e) Share issuance costs of $ 31,061 are included in accounts payable at July 31, 2025.

f) Note receivable of $ 1,183,128 at July 31, 2025 is for mineral property recovery.

For the year ended July 31, 2024:

a) The Company accrued $ 306,246 of interest expense as part of the outstanding balance of loan payable.

b) The Company issued $ 127,336 warrants issued for deferred financing asset.

c) The Company allocated $ 111,707 to deferred financing asset.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2025

a) The Company accrued $ 328,097 of interest expense as part of the outstanding balance of loan payable.

b) The Company issued a total of 575,000 share purchase warrants for loan modification entitling the holder to acquire one share an exercise price of $ 0.60 until May 17, 2025 with a total fair value of $ 154,218 .

(Expressed in United States Dollars)

SEGMENTED INFORMATION

5 unchanged sentences

SUBSEQUENT EVENTS

Subsequent to the year ended July 31, 2024, the Company:

a) finalized a secured loan agreement with Myrmikan Gold Fund, LLC (the "Lender") for a $ 500,000 loan.

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, is the managing member of the Lender.

b) granted 1,006,750 stock options to the Company's President & CEO.

The stock options are exercisable at a price of US$ 0.10 (C$ 0.14 ) per share until September 20, 2029.

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 CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2024

(Expressed in United States Dollars)

SUBSEQUENT EVENTS (continued)

c) amended the 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.

d) had 3,607,987 warrants with a weighted average exercise price of C$ 1.02 expired unexercised.

e) had 280,000 stock options with a weighted average exercise price of C$ 0.70 expired unexercised.

f) granted 1,006,750 stock options to a director of the Corporation pursuant to the terms of the Company's Stock Option Plan.

The stock options are exercisable at a price of US$ 0.11 (C$ 0.155 ) per share until October 21, 2029.

Subsequent to the year ended July 31, 2025, the Company raised on October 24, 2025 a total of $ 7,000,000 through the sale of 28,000,000 units at a price of $ 0.25 per unit.

Each unit consists of one share of common stock and one common share purchase warrant.

Each warrant entitles the holder to purchase an additional share of the Company at an exercise price of $ 0.45 until October 24, 2028.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data