What changed in this filing

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Item 9A. Controls and Procedures

2025-10-29 compared with 2024-10-29 · 185 added, 205 removed, 285 unchanged (58% of the section changed)

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The names, ages and titles of the members of our Board of Directors and our executive officers are as follows:

Name Age Position

Joseph Mullin 51 President and Chief Executive Officer

Boon 43 Chief Financial Officer, Treasurer

Flanigan 58 Director

Proust 65 Director

Benjamin Mossman 47 Director

Vehrs 77 Director

Lepard 67 Director

Joseph Mullin

President and Chief Executive Officer

Mihai Draguleasa

Chief Financial Officer, Treasurer

Daniel Oliver Jr.

Nauman 75 Director

Directors serve as such until our next annual stockholder meeting, or until their successors are elected and qualified.

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Joseph Mullin, President and Chief Executive Officer

Joseph Mullin was appointed Chief Executive Officer and President of the Company on September 23, 2023.

Joseph Mullin, age 52, was appointed Chief Executive Officer and President of the Company on September 23, 2023.

Mr Mullin has over 25 years of experience in corporate finance, private equity, restructuring, and early-stage mineral exploration.

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from Harvard University.

Boon, Chief Financial Officer, Treasurer

Boon, age 43, was appointed as the Company's Chief Financial Officer on May 1, 2018 and Treasurer on May 16, 2018.

Boon is a chartered accountant with over twelve years of professional accounting experience with private and public companies focusing on financial reporting, regulatory compliance, internal control and corporate finance activities.

Boon's experience includes financial reporting for both Canadian and U.S.

listed companies with international subsidiaries, strategic planning, tax planning, corporate governance, equity financings and due diligence for acquisitions.

Boon is currently the CFO of Japan Gold Corp., a Director and CFO of Southern Arc Minerals Inc., and a Director and CFO of Lincoln Ventures Ltd.

Boon holds a Bachelor of Science degree from the University of British Columbia and is a Chartered Professional Accountant, CPA, CA.

Proust, Director

Proust, age 65, was appointed a director on April 18, 2018.

Proust has founded and managed a number of resource companies over the past 30 years.

Proust has served on several boards and held senior operating positions and has directed and advised public and private companies regarding debt and equity financing, mergers and acquisitions and corporate restructuring since 1986.

Proust is currently Chairman and CEO of Southern Arc Minerals Inc.;

Chairman and CEO of Japan Gold Corp.;

and President and a director of Lincoln Ventures Ltd.

Proust has extensive experience in corporate governance, is a graduate of The Directors College, Michael G.

De Groote School of Business at McMaster University and holds the designation of Chartered Director.

Mossman, Director

Mossman, PEng, age 47, was appointed to the Company's Board of Directors on August 1, 2016.

He served as the Chief Executive Officer of the Company from August 1, 2016 until September 23, 2023 and as the President of the Company from April 20, 2017 until September 23, 2023.

Mossman is a mining engineer with over 17 years of experience in the mining industry including experience in capital markets, project evaluation, acquisitions, mine operations and development.

He was formerly the President, Chief Executive Officer and a director of Banks Island Gold Ltd., a dormant mining company, formerly listed on the TSX Venture Exchange and currently in receivership.

Mossman provides advisory services to the Company relating to the Company's I-M Mine Property.

See "Legal Proceedings" below.

Mihai Draguleasa, Chief Financial Officer, Treasurer

Mihai Draguleasa, age 45, was appointed as the Company's Chief Financial Officer and Treasurer on November 22, 2024.

Draguleasa is a Chartered Professional Accountant (CPA - Canada) with over 15 years of accounting experience including in the mining and resource sector.

His career developed with Deloitte LLP and Ernst & Young in Vancouver, British Columbia.

His mining related financial experience includes financial reporting, corporate risk management, corporate strategy and planning, and investment evaluation.

In addition to being the CFO for the Company, Mr.

Draguleasa is also currently the CFO of Canagold Resources Ltd and Valhalla Metals Inc.

Draguleasa holds a Bachelor of Engineering degree from the University of Transylvania (Romania).

Vehrs, Director

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Army Corps of Engineers.

Flanigan, Director

Flanigan, age 58, was elected to the Company's Board of Directors on June 27, 2019.

Flanigan is a management consultant providing financial advisory services to a number of public and private oil and gas, mining and technology companies in North America and abroad.

Flanigan is a Chartered Professional Accountant and a Chartered Financial Analyst with expertise in corporate finance, mergers and acquisitions, international taxation, risk management, banking, treasury, corporate restructuring and accounting, and has served as Chief Financial Officer for various public and private companies.

Flanigan was formerly a Managing Principal and the CFO of Kepis & Pobe Financial Group Inc., where he served for over ten years and was responsible for all aspects of the company's accounting, financing, treasury, tax, and legal affairs including overseeing the company's corporate development activities.

Flanigan is also a director and Chairman of the audit committees for other reporting issuers, including Japan Gold Corp., Southern Arc Minerals Inc.

and Lincoln Ventures Ltd.

Prior to founding his own consulting company, Mr.

Flanigan served as Senior Vice President, Corporate Development and CFO of Qwest Investment Management Corp., where he was responsible for regulatory reporting and corporate filings for over 15 private and publicly listed companies and limited partnerships in Qwest's portfolio, as well as arranging and closing numerous equity and debt financings.

Flanigan also served as VP Corporate Development for Adelphia Communications Corporation, overseeing the company's financial restructuring and ultimate sale to Time Warner Inc.

and Comcast Corporation for approximately US$18 billion.

Lepard, Director

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Nauman holds an Honors Bachelor of Science in Geology from Otago University, New Zealand.

None of our directors has been a director of any other company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of the Exchange Act, or any company registered as an investment company under the Investment Company Act of 1940, during the past five years.

Other than Mr.

Nauman, who serves as a director for Contango Ore, Inc., an NYSE listed company, none of our directors has been a director of any other company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of the Exchange Act, or any company registered as an investment company under the Investment Company Act of 1940, during the past five years.

Family Relationships

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Involvement in Certain Legal Proceedings

Except as disclosed below, during the past ten years none of the persons serving as our executive officers and/or directors have been the subject of any of the following legal proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation S-K, including:

During the past ten years, none of the persons serving as our executive officers and/or directors have been the subject of any of the following legal proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation S-K, including:

(a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(b) any criminal convictions or any criminal proceedings in which the person is a named subject (excluding traffic violations and other minor offenses);

(c) any order, judgment, or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

(d) any finding by a court, the SEC or the CFTC to have violated a federal or state securities or commodities law, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud in connection with any business entity;

(c) any order, judgment, or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, commodities or banking activities;

(d) any finding by a court, the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud in connection with any business entity;

or (e) any sanction or order of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or other organization that has disciplinary authority over its members or persons associated with a member.

Further, no such legal proceedings are believed to be contemplated by governmental authorities against any director or executive officer.

Mossman was a director and officer of Banks Island Gold Ltd.

("Banks"), a company formerly listed on the TSX Venture Exchange that traded under the symbol "BOZ", during the time it assigned itself into bankruptcy on January 7, 2016.

Banks appointed D.

Manning & Associates as trustee in the bankruptcy proceedings.

Subsequent to the bankruptcy, FTI Consulting of Vancouver, BC, was appointed as receiver by a major secured creditor.

The trustee subsequently applied to be discharged from its role as trustee, which was granted on April 4, 2018.

To the best of Mr.

Mossman's knowledge, the secured creditor has taken possession of the property as of this date.

To date, Banks remains undischarged from the bankruptcy proceedings.

Mossman, Banks, and two other former employees of Banks, were subject to summary conviction proceedings commenced in August 2016 for alleged violations of the British Columbia provincial Environmental Management Act (the "EMA"), the Provincial Water Act, and the federal Fisheries Act.

The charges are related to the active mining operations conducted by Banks at and on Banks Island, BC during the period from 2014 to 2016.

The court found Mr.

Mossman not guilty and acquitted him of all, but two, charges under the EMA and Fisheries Act.

For those two minor offences, the court imposed a C$15,000 global fine against Mr.

All charges were dropped against one former employee and against Banks, and the court dismissed all charges against the other former employee for whom charges were not dropped.

In a second trial, the Crown charged Mr.

Mossman with obstruction of justice related to the investigation of the underlying charges laid under the EMA and the other provincial and federal environmental regulations.

The court acquitted him of that charge on March 6, 2019.

No appeal of the acquittal was filed by the Crown.

Subsequent to the decision in the first trial, the Crown filed an appeal regarding certain of the original determinations as they relate to Mr.

He and the remaining employee cross-appealed the two convictions held against them.

In February 2020, the court issued its decision and ordered a new trial in the matter for Mr.

Mossman and the former employee.

The two convictions and Mr.

Mossman's C$15,000 fine relating to the incident were also set aside by the court.

Counsel for Mr.

Mossman sought leave to appeal the BC Supreme Court (the "BCSC") decision to the BC Court of Appeal (the "BCCA"), which was dismissed as part of the order for a new trial.

The Supreme Court of Canada dismissed an application by Mr.

Mossman to appeal the order for a new trial.

The new trial commenced in 2022 in which charges against the only remaining former employee of Banks, other than Mr.

Mossman, were dropped, and concluded on July 26, 2023.

Mossman was acquitted on charges of failing to report environment spills (the "Failure to Report Counts") and the dumping or discharging of mine wastes (the "Discharging Counts"), and conducting unauthorized work in or about a stream on the property.

He was found guilty of 13 environmental violations in relation to certain waste discharges at the Banks mining site and on September 26, 2023, Mr.

Mossman was fined approximately C$30,000 in connection with all of the offences.

Mossman and the Crown filed appeals with the BCSC from this decision, which on March 15, 2024 resulted in a dismissal of Mr.

Mossman's appeal against his convictions and granting of the Crown's appeal with respect to the Failure to Report Counts and Discharge Counts.

Mossman's counsel sought leave to appeal the BCSC decision to the BCCA, which was granted on June 21, 2024, and focused on the grounds for determining secondary liability.

The matter has been remitted for a new trial with respect to the Crown's appeal, a date for which has not yet been set.

None of the Company's directors or executive officers has been involved in any transactions with the Corporation or any of its directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Delinquent Section 16(a) Reports

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Such officers, directors and 10% stockholders are also required to furnish the company with copies of all Section 16(a) reports they file.

filed three late reports relating to three transactions.

Based solely on our review of the copies of such forms received by the company, or written representations from the reporting persons as of the date of this Report, management believes that all Section 16(a) filing requirements applicable to directors, officers and 10% stockholders with respect to the fiscal year ended July 31, 2024 have been fulfilled, except that (a) Myrmikan Gold Fund, LLC filed one late report relating to one transaction, (b) Benjamin Mossman filed two late reports relating to four transactions, (c) Joseph Mullin filed one late report relating to one transaction, (d) Clynton Nauman filed one late report relating to one transaction, (e) Lawrence Lepard filed one late report relating to one transaction, (f) Thomas Vehrs filed one late report relating to one transaction, (g) Daniel Oliver filed one late report relating to one transaction, and (h) Mihai Draguleasa filed a late Form 3 (no transactions) and three late Form 4s (three transactions) and did not file a Form 5 annual report to report those three transactions, because he had not yet obtained EDGAR filer codes.

Audit Committee Financial Expert

Flanigan is an "audit committee financial expert" within the meaning of Item 401(h)(1) of Regulation S-K.

Daniel Oliver Jr.

is an "audit committee financial expert" within the meaning of Item 401(h)(1) of Regulation S-K.

In general, an "audit committee financial expert" is an individual member of the audit committee who (a) understands generally accepted accounting principles and financial statements, (b) is able to assess the general application of such principles in connection with the accounting for estimates, reserves and accruals, (c) has experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by our company's financial statements, (d) understands internal controls over financial reporting, and (e) understands audit committee functions.

We have determined that Mr.

Flanigan is an independent director as defined in Nasdaq Listing Rule 5605(a)(2).

Oliver is an independent director as defined in Nasdaq Listing Rule 5605(a)(2).

Nomination of Directors

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The Board is also required to comply with the conflict of interest provisions of relevant corporate and securities laws and regulations in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest.

Insider Trading Policies and Procedures

The Company's Code of Ethics (a copy of which is filed as Exhibit 13.1) contains provisions requiring the Company's executive officers to comply with certain insider trading requirements.

The Company also follows certain practices that management believes are designed to promote compliance by its directors, officers and employees with insider trading laws, rules and regulations, including the listing standards of the CSE, but the Company has not formally adopted written insider trading policies and procedures .

Management believes that the approach the Company has taken to date has been sufficient because the Company has a small number of directors, officers and employees who have been advised upon joining the Company about applicable insider trading prohibitions and are also notified of any mandated blackout periods The management and the Board of Directors are considering adopting formal insider trading policies and procedures.

Executive Compensation.

The following table sets forth information with respect to the compensation awarded or paid to Joseph Mullin, our Chief Executive Officer and President, Benjamin W.

Mossman, our former Chief Executive Officer and President, and Vince W.

Boon, our Chief Financial Officer and Treasurer (the "Named Executive Officers"), for all services rendered in all capacities to the Company during the past two fiscal years.

Mossman, our former Chief Executive Officer and President, Mihai Draguleasa, our Chief Financial Officer and Treasurer, and Vince W.

Boon, our former Chief Financial Officer and Treasurer (the "Named Executive Officers"), for all services rendered in all capacities to the Company during the past two fiscal years.

As of July 31, 2025, we did not have any other executive officers or former executive officers who had received total compensation in excess of $100,000 during the fiscal year ended July 31, 2025.

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Summary Compensation Table

Name and Principal Position Year Ended

July 31 Salary

($) Stock Awards

Name and Principal

Option Awards (1) (2)

Joseph Mullin, Chief Executive Officer 2024 112,933 Nil 26,280 139,213

Mossman, Former Chief Executive Officer 2024 80,105 (3) Nil 153,806 233,911

2023 135,000 Nil 198,750 333,750

Chief Financial Officer 2024 43,452 Nil 7,800 51,252

2023 46,787 Nil 39,750 86,537

Joseph Mullin,

Chief Executive Officer

Former Chief Executive Officer

Mihai Draguleasa,

Chief Financial Officer

Former Chief Financial Officer

(1) See Note 13 of the notes to the audited financial statements included in the Company's annual report on Form 10-K for the year ended July 31, 2025 for a description of the assumptions made in the valuation of option awards .

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Outstanding Equity Awards at Fiscal Year-End

Option Awards Stock Awards

Name Number of

(#) Exercisable Option

Price Option Expiration

Date Number of

Vested (#) Market Value

Option Awards

(#) Exercisable

Option Expiration

of Shares That

Joseph Mullin, Chief Executive Officer

May 1, 2029 257,650 $43,801

Mossman, former Chief Executive Officer 1,338,500

502,238 $0.90

September 19, 2029

February 7, 2027

February 21, 2028

March 25, 2030

Mossman, former Chief Executive Officer

September 22, 2028

December 12, 2028

May 1, 2029 Nil Nil

30,000 C$0.70

$0.26 August 21, 2024

February 7, 2027

February 21, 2028

September 22, 2028 Nil Nil

October 21, 2029

Mihai Draguleasa, Chief Financial Officer

March 25, 2030

Employment Agreements

Since September 23, 2023 Joseph Mullin has been providing services to the Company pursuant to a consulting agreement.

Since September 23, 2023, Joseph Mullin has been providing services to the Company pursuant to a consulting agreement (the "Consulting Agreement").

Pursuant to the "Consulting Agreement" with an effective date as of September 23, 2023 (the "Effective Date") made among the Corporation, Mount Arvon Partners LLC (the "Consultant") and Joseph E.

Mullin III, the owner of the Consultant, the Corporation engaged the Consultant to provide consulting services to the Corporation, including providing the services of Mr.

Mullin on a 50% time commitment basis as the Corporation's Chief Executive Officer and President and, upon being elected or appointed as such, Director, of the Corporation.

The term of the Consulting Agreement is on a month-to-month basis unless extended at any time by mutual agreement of the parties.

The Consulting Agreement provides that the Consultant shall be paid a monthly consulting fee of $11,000 and may also be paid discretionary bonuses in cash and/or stock if approved by the Corporation's Board of Directors.

The Corporation will reimburse the Consultant for reasonable travel and other business expenses incurred by the Consultant in the performance of services under the Consulting Agreement, provided that any such expenses totalling more than $4,500 in any calendar month must be preapproved by the Board of Directors.

In addition, the Consulting Agreement provides that the Consultant will be granted stock options and/or restricted stock units ("RSUs") in accordance with the Corporation's stock option plan, subject to the approval of the Board of Directors and in accordance with the policies of the stock exchange on which the Corporation's shares are traded (the "Exchange"), and that all incentive awards granted to the Consultant will immediately become fully vested and exercisable on a change of control of the Corporation, subject to Exchange policies.

The amount of the options and/or RSUs to be granted shall be targeted at 4% of the Corporation's shares on a fully diluted basis, with 1% vesting on the Effective Date and an additional 0.5% vesting at the beginning of each of the first six calendar quarters following the Effective Date to the extent the Agreement remains in force.

To the extent that the Corporation is not able to issue the full targeted amount of options and/or RSUs on the Effective Date, the Corporation has agreed to provide the Consultant with a "make whole" bonus to cover the value of the shortfall up to a maximum of $1 million.

The Consultant may terminate the Consulting Agreement at any time upon 30 days' written notice to the Corporation.

If the effective date of such a termination is at least 12 months after the Effective Date, the Consultant will be entitled to receive additional compensation.

Additional compensation ("Additional Compensation"), which is based on market capitalization benchmarks determined at the date of termination, is as follows:

Three months' compensation if the Corporation's market capitalization exceeds $5 million, plus an additional six months' compensation if the Corporation's market capitalization exceeds $10 million, plus an additional six months' compensation if the Corporation's market capitalization exceeds $20 million, plus an additional eighteen months' compensation if the Corporation's market capitalization exceeds $30 million.

The Corporation may terminate the Consulting Agreement at any time without cause immediately after delivery of written notice to the Consultant, provided that the Corporation pays the Consultant three months' compensation plus any Additional Compensation as described above.

In the event of such a termination, the Consultant will also be entitled to exercise any vested stock options by the earlier of (i) the expiry date of the stock options, or (ii) 90 days from the termination date of the Consulting Agreement, unless another date is mutually agreed upon.

Subject only to any contrary agreement being established between the Corporation and the Consultant, if there is a change of control of the Corporation, the Consultant may receive, at the Consultant's option, upon the final court order and in advance of closing in a plan of arrangement, or after shareholder and court approval and within a three-month period of the change of control, the following additional compensation:

Three months' compensation, plus an additional three months' compensation if the change of control occurs when the Corporation's market capitalization exceeds $5 million, plus an additional six months' compensation if the change of control occurs when the Corporation's market capitalization exceeds $10 million, plus an additional six months' compensation if the change of control occurs when the Corporation's market capitalization exceeds $20 million, plus an additional eighteen months' compensation if the change of control occurs when the Corporation's market capitalization exceeds $30 million.

Until September 23, 2023, Benjamin W.

Mossman provided services to the Company pursuant to an Executive Employment Agreement.

On April 19, 2017, the Corporation entered into an executive employment agreement with Mr.

Mossman, which was amended on April 16, 2018 (the "Executive Employment Agreement").

The Executive Employment Agreement which commenced on May 1, 2017 provided for an annual salary of $135,000 per year.

The Executive Employment Agreement included compensation provisions for Mr.

there was a change of control, he was terminated without just cause, he resigned under circumstances contemplated in the Employment Agreement, or if he died while in the Corporation's employment.

The Corporation terminated the Executive Employment Agreement on September 23, 2023, but Mr.

Mossman remained on the board of directors until October 30, 2024 and has served in an advisory capacity.

Mossman received 3 months' severance and has continued for the 18 month period following termination, to participate in certain of the Corporation's benefits and stock option plans, as contemplated by the Executive Employment Agreement.

On September 20, 2024, the Corporation entered into an Amending Agreement with Mr.

Mossman to revise certain items within the Executive Employment Agreement which provides that Mr.

Mossman will, subject to the terms of the stock option plan and stock exchange policies, be provided the opportunity, during the remainder of his 18 month termination benefit period, to be granted options from time to time, equal to 5% of any new issuance of common stock by the Corporation, excluding any shares of common stock issued by the Corporation as a result of the exercise of incentive stock options.

Mossman currently holds options to acquire1,782,505 shares of Common Stock.

On September 24, 2024, the Corporation and Mr.

Mossman also entered into a consulting services agreement whereby Mr.

Mossman provides, at the request of the Corporation, advisory services relating to certain technical, strategic planning and general business advice (the "Services") to the Corporation.

The term of the consulting services agreement is in effect for a period of five years at a maximum of 40 hours per year for the Services requested by the Corporation.

The appointment will be without remuneration, except when the Corporation requests Services, which will be provided at customary market rates, as agreed to from time to time by Mr, Mossman and the Corporation.

Mossman will be entitled to retain and be granted incentive stock options to purchase shares of the Corporation's common stock, pursuant to the terms of the Corporation's stock option plan.

Since November 22, 2025, Mihai Draguleasa has been providing services to the Company pursuant to a consulting agreement.

Pursuant to a consulting services agreement dated November 14, 2024 (the "Stellar Agreement") with Stellar Strategy Business Services Inc ("Stellar") a management services company controlled by our CFO, Mihai Draguleasa, Stellar provides business advisory, finance, accounting, corporate administrative services as may be requested by the Corporation.

Stellar also provided the Corporation with personnel for the positions of Chief Financial Officer, treasurer, controller and corporate secretary.

The Stellar Agreement provided for a monthly fee of C$7,900 per month and continues on a month to month basis until terminated by the parties in accordance with its terms.

In the event that either party wishes to terminate this Agreement, that party will be required to provide 60 days' written notice to the other party.

Mullin is expected to commit 50% of his working time to the Company.

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The following table sets out compensation for the year ended July 31, 2025 of those individuals who served as directors during that year but did not qualify as Named Executive Officers.

Fees Earned or Paid in Cash

Fees Earned or Paid in

Option Awards (1)

Flanigan ( 2 )

$20,000 ( 3 )

$10,908 ( 4 )

$69,539 ( 6 )

$20,000 ( 3 )

$10,908 ( 4 )

Daniel Oliver Jr.

$20,000 ( 3 )

$26,379 ( 4 )

$20,000 ( 3 )

$10,908 ( 4 )

(1) See Note 13 of the notes to the audited financial statements included in the Company's Form 10-K annual report for the year ended July 31, 2025 for a description of the assumptions made in the valuation of option awards.

Flanigan resigned as a director of the Company on October 30, 2024.

(3) Represents directors' fees.

(4) Represents share-based payments related to options granted during the year ended July 31, 2025.

Proust resigned as a director of the Company on October 30, 2024.

(6) $5,000 represents director's fees and $64,539 represents fees paid to a management services company owned by John G.

Oliver became a director of the Company on July 10, 2023.

Nauman became a director of the Company on September 7, 2023.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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Name and Address (11) of

Beneficial Owner Amount and

Ownership Percent of

Beneficial Owner

Equinox Partners Investment Management, LLC

301 TRESSER BLVD, 13TH FL

STAMFORD CT 06901

24,104,425 (2 )

90 PARK AVE FL 29

NEW YORK NY 10016-1318

26,566,167 (10)

Daniel Oliver Jr.

(Director) 9,767,182 (2) 17.4%

16,442,914 ( 3 )

Myrmikan Gold Fund, LLC

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New Canaan, Connecticut 06840

14,663,191 ( 4 )

Lepard (Director)

VBS Exchange Pty Ltd

Lvl 12, 644 Chapel Street

South Yarra, Melbourne

Victoria, Australia 3141 3,250,000 (5) 5.8%

Mossman (Director) 1,203,084 (6) 2.1%

5,209,101 ( 5 )

Joseph Mullin (CEO and President)

Boon (CFO and Treasurer) 145,000 (8) *

6,153,043 ( 6 )

Vehrs (Director)

Proust (Director) 2,375,174 (10) 4.2%

Flanigan (Director) 450,900 (11) *

437,775 ( 7 )

Clynt Nauman (Director)

526,844 ( 8 )

Mihai Draguleasa (CFO)

302,928 ( 9 )

Executive officers and directors as a group (6 persons)

* Less than 1%

(1) Beneficial ownership is presented on a partially diluted basis, based on 55,785,106 shares of common stock issued and outstanding as of the date of this proxy statement.

(1) Beneficial ownership is presented on a partially diluted basis, based on 120,370,467 shares of common stock issued and outstanding as of October 27, 2025.

Pursuant to applicable SEC rules, options, warrants or other convertible securities currently exercisable or convertible, or exercisable or convertible within 60 days, are counted as outstanding for computing the percentage of the person holding such options, warrants or other convertible securities, but are not counted as outstanding for computing the percentage of any other person.

(2) Equinox Partners Investment Management, LLC (“Equinox Partners”), as the investment manager, controls and directs 23,892,684 shares of common stock acquired through the following funds (collectively, the “Funds” -:

Stichting LGP;

Equinox Partners, LP;

Mason Hill Partners, LP;

Equinox Partners Precious Metals Master Fund, LP;

Lichfield, LP.

The Funds are the beneficial owners under the control and direction of Equinox Partners of 9,146,342 warrants exercisable at a price of $0.15 until May 8, 2028 and 5,600,000 warrants exercisable at a price of $0.45 per share until October 24, 2028.

Pursuant to the terms of the warrants, no shares of common stock will be issued by the Corporation on the conversion of the warrants, if, as a result of the issuance of such shares of common stock, Equinox Partners’ (together with its affiliates and any other persons or entities acting as a group together with Equinox Partners or any of its affiliates), beneficial ownership of the shares of common stock of the Corporation would exceed 19.99% (the “Restrictions”).

With the Restrictions in effect, Equinox Partners has direction and control over 24,104,425 shares of common stock beneficially owned by the Funds, representing in the aggregate 19.99% of the 120,370,467 issued and outstanding shares of common stock on a partially diluted basis after giving effect to the exercise of certain of the warrants beneficially owned by the Funds (for certainty, without giving effect to the exercise of any other securities of the Corporation).

(3) Daniel Oliver Jr., a director, holds 1,210,653 shares of common stock.

Oliver also holds 309,070 stock options, 94,070 of which are exercisable into common stock at a price of $0.26 per share until September 22, 2028, 200,000 of which are exercisable into common stock at a price of $0.25 per share until December 12, 2028 and 15,000 of which are exercisable into common stock at a price of $0.17 per share until May 1, 2029.

Oliver has entered into a warrant standstill agreement with the company dated April 9, 2024, as amended on April 29, May 1 and September 12, 2024, pursuant to which Mr.

Oliver has agreed not to exercise 755,526 warrants (the "Oliver Warrants") he holds, 115,000 of which are exercisable into common stock at a price of $0.60 per share until February 17, 2025, 300,526 are exercisable into common stock at a price of $0.158 per share until April 29, 2027 and 340,000 are exercisable into common stock at a price of $0.115 per share until September 12, 2028.

Oliver also holds 569,070 stock options, 94,070 of which are exercisable into common stock at a price of $0.26 per share until September 22, 2028, 200,000 of which are exercisable into common stock at a price of $0.25 per share until December 12, 2028, 15,000 of which are exercisable into common stock at a price of $0.17 per share until May 1, 2029, 60,000 of which are exercisable into shares of common stock at a price of $0.10 per share until March 25, 2030, and 200,000 of which are exercisable into shares of common stock at a price of $0.10 per share until May 22, 2030.

Oliver has entered into a warrant standstill agreement with the company dated April 9, 2024, as amended on April 29, May 1 and September 12, 2024 and May 8, 2025, pursuant to which Mr.

Oliver has agreed not to exercise 945,326 warrants (the "Oliver Warrants") he holds, of which 300,526 are exercisable into common stock at a price of $0.158 per share until April 29, 2027, 340,000 are exercisable into common stock at a price of $0.115 per share until September 12, 2028, and 304,800 are exercisable into common stock at a price of $0.15 per share until May 8, 2028.

The standstill agreement will remain in effect until terminated by Mr.

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On that basis, Mr.

Oliver currently does not beneficially own the shares underlying the Oliver Warrants, as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the " Exchange Act ").

As the managing member of Eridanus Capital LLC, Mr.

Oliver is deemed to indirectly beneficially own 2,105,263 shares of common stock that are beneficially owned by Eridanus Capital LLC.

Oliver currently does not beneficially own the shares underlying the Oliver Warrants, as defined for purposes of Section 13(d) of the Exchange Act.

Oliver is deemed to indirectly beneficially own the securities that are beneficially owned by Myrmikan Gold Fund LLC.

See note (4).

(3) Myrmikan Gold Fund, LLC ("Myrmikan") has entered into a warrant standstill agreement with the company dated April 9, 2024, as amended October 10, 2024 pursuant to which Myrmikan has agreed not to exercise 5,310,014 warrants (the "Myrmikan Warrants"), of which 187,500 are exercisable into common stock at a price of $0.60 per share until January 31, 2025, 750,000 are exercisable into common stock at a price of $0.26 per share until November 7, 2025, 140,000 are exercisable into common stock at a price of $0.26 per share until December 7, 2025, 1,350,000 are exercisable into common stock at a price of $0.158 per share until April 9, 2027 and 2,882,514 are exercisable into common stock at a price of $0.1735 per share until October 10, 2028.

The standstill agreement will remain in effect until terminated by Myrmikan upon 61 days' written notice to the company.

(4) M yrmikan Gold Fund, LLC (“Myrmikan”) holds 14,663,191 shares of common stock.

Myrmikan has entered into a warrant standstill agreement with the company dated April 9, 2024, as amended October 10, 2024 and May 8, 2025 pursuant to which Myrmikan has agreed not to exercise 9,367,685 warrants (the “Myrmikan Warrants”), of which 750,000 are exercisable into common stock at a price of $0.26 per share until November 7, 2025, 140,000 are exercisable into common stock at a price of $0.26 per share until December 7, 2025, 1,350,000 are exercisable into common stock at a price of $0.158 per share until April 9, 2027, 2,882,514 are exercisable into common stock at a price of $0.1735 per share until October 10, 2028, 3,245,171 are exercisable into common stock at a price of $0.15 per share until May 8, 2028, and 1,000,000 are exercisable into common stock at a price of $0.45 per share until October 24, 2025.

The standstill agreement will remain in effect until terminated by Myrmikan upon 61 days' written notice to the Corporation.

On that basis, Myrmikan currently does not beneficially own the shares underlying any of the Myrmikan Warrants, as defined for purposes of Section 13(d) of the Exchange Act.

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Oliver is likewise deemed to share beneficial ownership of the shares beneficially owned by Myrmikan and the Manager.

See note (11).

(5) Lawrence W.

Lepard, a director, holds 977,405 shares of common stock and indirectly beneficially owns an additional 135,000 shares of common stock through his children and 904,000 shares of common stock held by Sea View Investments, LLC.

Lepard also holds 2 67,775 stock options, 100,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027, 105,000 of which are exercisable into common stock at a price of $0.53 per share until February 21, 2028, 47,775 of which are exercisable into common stock at a price of $0.25 per share until December 12, 2028 and 15,000 of which are exercisable into common stock at a price of $0.17 per share until May 1, 2029.

Lepard holds 117,765 warrants, 12,500 of which are exercisable into common stock at a price of $0.60 per share until February 17, 2025 and 105,265 of which are exercisable into common stock at a price of $0.158 per share until April 29, 2027.

Lepard is deemed to indirectly beneficially own 93,750 warrants held by Sea View Investments, LLC, which are exercisable into common stock at a price of $0.60 per share until February 17, 2025.

Lepard also holds 387 ,775 stock options, 100,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027, 105,000 of which are exercisable into common stock at a price of $0.53 per share until February 21, 2028, 47,775 of which are exercisable into common stock at a price of $0.25 per share until December 12, 2028, 15,000 of which are exercisable into common stock at a price of $0.17 per share until May 1, 2029, 60,000 of which are exercisable into common stock at a price of $0.10 per share until March 25, 2030, and 60,000 of which are exercisable into common stock at a price of $0.10 per share until May 22, 2030.

Lepard holds 105,265 warrants which are exercisable into common stock at a price of $0.158 per share until April 29, 2027.

Lepard is the sole member and a manager of EMA GARP GP, LLC, which is the general partner of EMA GARP FUND, LP, and as such is deemed to indirectly beneficially own the securities that are beneficially owned by EMA GARP FUND, LP.

EMA GARP FUND, LP holds 2,559,656 shares of common stock and 202,500 warrants, 62,500 of which are exercisable into common stock at a price of $0.60 per share until February 17, 2025 and 140,000 of which are exercisable into common stock at a price of $0.26 per share until November 7, 2025 .

(5) VBS Investments Pty Ltd.

holds 100% of the issued share capital in VBS Exchange Pty Ltd and therefore indirectly beneficially owns all of our equity securities that are beneficially owned by VBS Exchange Pty Ltd.

Includes 250,000 warrants which are exercisable into common stock at a price of $0.60 per share until January 31, 2025.

(6) Benjamin W.

Mossman, a director and our former Chief Executive Officer, President holds 377,329 shares of common stock, 50,000 warrants which are exercisable into common stock at a price of $0.60 per share until January 31, 2025 and 775,755 stock options, 4,640 of which are exercisable into common stock at a price of $0.26 per share until September 22, 2028, 268,877 of which are exercisable into common stock at a price of $0.25 per share until December 12, 2028 and 502,238 of which are exercisable into common stock at a price of $0.17 per share until May 1, 2029.

(7) Joseph Mullin, our Chief Executive Officer and President holds 377,193 shares of common stock, 188,596 warrants, 83,333 of which are exercisable into common stock at a price of $0.26 per share until November 7, 2025 and 105,263 of which are exercisable into common stock at a price of $0.158 per share until April 9, 2027 and 1,418,991 stock options held indirectly through Mount Arvon Partners LLC, a company wholly owned by Mr.

Mullin, 412,241 of which are exercisable into shares of common stock at a price of $0.17 per share until May 1, 2029 and 1,006,750 of which are exercisable into shares of common stock at a price of $0.10 per share until September 29, 2029 .

The stock options vest 25% on the date of grant and 12.5% at the beginning of each calendar quarter following the date of grant.

Boon, our Chief Financial Officer and Treasurer, held 145,000 stock options, 40,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027, 75,000 of which are exercisable into common stock at a price of $0.53 per share until February 21, 2028, and 30,000 of which are exercisable into common stock at a price of $0.26 per share until September 22, 2028 .

EMA GARP FUND, LP holds 2,559,656 shares of common stock and 140,000 warrants which are exercisable into common stock at a price of $0.26 per share until November 7, 2025 .

(6) Joseph Mullin, our Chief Executive Officer and President holds 721,095 shares of common stock, 410,547 warrants, 83,333 of which are exercisable into common stock at a price of $0.26 per share until November 7, 2025, 105,263 of which are exercisable into common stock at a price of $0.158 per share until April 9, 2027, 121,951 of which are exercisable into common stock at a price of $0.15 per share until May 8, 2028, and 100,000 of which are exercisable into common stock at a share price of $0.45 until October 24, 2025 and 5,021,401 stock options held indirectly through Mount Arvon Partners LLC, a company wholly owned by Mr.

Mullin, 412,241 of which are exercisable into shares of common stock at a price of $0.17 per share until May 1, 2029, 1,006,750 of which are exercisable into shares of common stock at a price of $0.10 per share until September 29, 2029, 812,410 of which are exercisable into shares of common stock at a price of $0.10 per share until March 25, 2030, and 2,790,000 of which are exercisable into shares of common stock at a price of $0.10 per share until May 22, 2030.

(7) Thomas I.

Vehrs, a director, holds 25,000 shares of common stock, 12,500 warrants which are exercisable into common stock at a price of $0.60 per share until January 31, 2025 and 292,775 stock options, 100,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027, 105,000 of which are exercisable into common stock at a price of $0.53 per share until February 21, 2028, 25,000 of which are exercisable into common stock at a price of $0.26 per share until September 22, 2028, 47,775 of which are exercisable into common stock at a price of $0.25 per share until December 12, 2028 and 15,000 of which are exercisable into common stock at a price of $0.17 per share until May 1, 2029.

Proust, a director, directly owns 36,206 shares of common stock and indirectly beneficially owns 1,623,420 shares of common stock.

Proust indirectly beneficially owns 327,773 warrants, 131,305 of which are exercisable into common stock at a price of $0.60 per share until January 31, 2025, 196,468 of which are exercisable into common stock at a price of $0.60 per share until February 17, 2025.

Proust also holds 387 ,775 stock options, 100,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027, 105,000 of which are exercisable into common stock at a price of $0.53 per share until February 21, 2028, 120,000 of which are exercisable into common stock at a price of $0.26 per share until September 22, 2028, 47,775 of which are exercisable into common stock at a price of $0.25 per share until December 12, 2028 and 15,000 of which are exercisable into common stock at a price of $0.17 per share until May 1, 2029.

(11) Murray G.

Flanigan, a director, indirectly beneficially owns 138,750 shares of common stock and 44,375 warrants which are exercisable into common stock at a price of $0.60 per share until January 31, 2025.

Flanigan also holds 267,775 stock options, 100,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027, 105,000 of which are exercisable into common stock at a price of $0.53 per share until February 21, 2028, 47,775 of which are exercisable into common stock at a price of $0.25 per share until December 12, 2028 and 15,000 of which are exercisable into common stock at a price of $0.17 per share until May 1, 2029.

Vehrs, a director, holds 25,000 shares of common stock and 412,775 stock options, 100,000 of which are exercisable into common stock at a price of $0.65 per share until February 7, 2027, 105,000 of which are exercisable into common stock at a price of $0.53 per share until February 21, 2028, 25,000 of which are exercisable into common stock at a price of $0.26 per share until September 22, 2028, 47,775 of which are exercisable into common stock at a price of $0.25 per share until December 12, 2028, 15,000 of which are exercisable into common stock at a price of $0.17 per share until May 1, 2029, 60,000 of which are exercisable into common stock at a price of $0.10 per share until March 25, 2030, and 60,000 of which are exercisable into common stock at a price of $0.10 per share until May 22, 2030.

(8) Clynton R.

Nauman, a director, holds 166,666 shares of common stock, 83,333 warrants which are exercisable into common stock at a price of $ 0.26 per share until November 7, 2025 and 156,845 stock options, 94,070 of which are exercisable into common stock at a price of $0.26 per share until September 22, 2028, 47,775 of which are exercisable into common stock at a price of $0.25 per share until December 12, 2028 and 15,000 of which are exercisable into common stock at a price of $0.17 per share until May 1, 2029.

Nauman, a director, holds 166,666 shares of common stock, 83,333 warrants which are exercisable into common stock at a price of $ 0.26 per share until November 7, 2025 and 276,845 stock options, 94,070 of which are exercisable into common stock at a price of $0.26 per share until September 22, 2028, 47,775 of which are exercisable into common stock at a price of $0.25 per share until December 12, 2028 and 15,000 of which are exercisable into common stock at a price of $0.17 per share until May 1, 2029, 60,000 of which are exercisable into common stock at a price of $0.10 per share until March 25, 2030, and 60,000 of which are exercisable into common stock at a price of $0.10 per share until May 22, 2030.

(9) Mihai Draguleasa, our Chief Financial Officer and Treasurer, holds 120,000 stock options, 60,000 of which are exercisable into common stock at a price of $0.10 per share until March 25, 2030 and 60,000 of which are exercisable into common stock at a price of $0.10 per share until May 22, 2030.

Through a company, Lazuli CPA Inc which he owns 100%, Mr.

Draguleasa indirectly beneficially owns an additional 121,952 shares of common stock and 60,976 warrants which are exercisable into common stock at a price of $0.15 until May 8, 2025.

(10) Bilbo LLC holds 14,051,868 shares of common stock and 14,051,868 warrants exercisable at a price of $0.45 per share until October 24, 2028.

Pursuant to the terms of the warrants, no shares of common stock will be issued by the Corporation on the conversion of the warrants, if, as a result of the issuance of such shares of common stock, Bilbo LLC’s (together with its affiliates and any other persons or entities acting as a group together with Bilbo LLC or any of its affiliates), beneficial ownership of the shares of common stock of the Corporation would exceed 19.99% (the “Restrictions”).

With the Restrictions in effect, Bilbo LLC has control over 26,566,167 shares of common stock, representing in the aggregate 19.99% of the 120,370,467 issued and outstanding shares of common stock on a partially diluted basis after giving effect to the exercise of certain of the warrants beneficially owned by Bilbo LLC (for certainty, without giving effect to the exercise of any other securities of the Corporation).

(11) Except as otherwise disclosed in the table above, the address of each person listed below is c/o Rise Gold Corp., 345 Crown Point Circle, Suite 600 Grass Valley, CA 95945.

Changes in Control

2 unchanged sentences

On March 23, 2016, the Board of Directors approved the adoption of an incentive stock option plan that provides for the granting of options representing up to 10% of our common stock to its directors, officers, employees and consultants (the "Plan").

As of July 31, 2024, options to purchase 5,578,511 shares at prices of between C$0.70 and C$1.20 per share and at prices of between $0.65 and $0.90 per share, are outstanding to 15 persons under the Plan.

We do not have any other compensation plans under which our equity securities are authorized for issuance.

As of July 31, 2025, options to purchase 8,740,371 shares at prices of between $0.10 and $0.65 per share are outstanding to 11 persons under the Plan.

On October 17, 2025, the Board of Directors adopted a new 10% rolling long-term incentive plan.

Under the new proposed long-term incentive plan the Company may issue stock options, deferred share units, restricted share units, performance share units, and share appreciation rights.

The plan will become effective if approved by the stockholders of the Company at the annual meeting scheduled for November 19, 2025.

Equity Compensation Plan Information

As of July 31, 2025

Plan Category Number of

Plan Category

securities to

and rights Number of

available for

Equity compensation plans approved by shareholders 5,578,511 C$0.69 -

future issuance

Equity compensation plans approved by shareholders

Equity compensation plans not approved by shareholders

Total 5,578,511 C$0.69 -

Certain Relationships and Related Transactions, and Director Independence.

8 unchanged sentences

During the year ended July 31, 2025, the Company paid $64,539 to JPA under this agreement.

The agreement ended on January 31, 2025.

Daniel Oliver Jr.

13 unchanged sentences

After February 17, 2024, the rate of interest reverted to 25% per annum compounded monthly.

We paid $250,000 to Eridanus to reduce the outstanding Loan and we issued an aggregate of 575,000 share purchase warrants to the members of Eridanus in proportion to their respective interests.

We issued an aggregate of 575,000 share purchase warrants to the members of Eridanus in proportion to their respective interests.

As a member of Eridanus, Mr.

1 unchanged sentence

Each warrant entitles the holder to acquire one share of our common stock at an exercise price of US$0.60 until February 17, 2025.

Rise Grass Valley may prepay the Loan and accumulated interest in whole or in part.

As at July 31, 2024, $1,625,060 was owed to Eridanus under the Loan Agreement.

In May 2025, we repaid the outstanding balance of the loan.

See note 10(a) of the July 31, 2025 audited financial statement for more details.

As at July 31, 2025, $Nil was owed to Eridanus under the Loan Agreement.

On October 10, 2024, Rise Grass Valley 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 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.

In May 2025, we repaid the outstanding balance of the loan.

See note 10(b) of the July 31, 2025 audited financial statement for more details.

As at July 31, 2025, $Nil was owed to Myrmikan under the Loan Agreement.

Director Independence

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the director or a family member of the director is a current partner of the Company's outside auditor, or at any time during the past three years was a partner or employee of the company's outside auditor, and who worked on the company's audit.

We have determined that Murray Flanigan, Lawrence Lepard, Clynton Nauman, Daniel Oliver, John Proust, and Thomas Vehrs meet this definition of independence.

We have determined that, Lawrence Lepard, Clynton Nauman, Daniel Oliver, and Thomas Vehrs meet this definition of independence.

Principal Accountant Fees and Services.

The following table shows the fees billed by our company's auditor, Davidson & Company LLP Chartered Accountants, for the fiscal years ended July 31, 2024 and 2023, and a summary of the services provided under each category follows the table:

The following table shows the fees billed by our company's auditor, Davidson & Company LLP Chartered Professional Accountants, for the fiscal years ended July 31, 2025 and 2024, and a summary of the services provided under each category follows the table:

July 31, 2025

(C$) July 31, 2023

Audit Fees 87,171

July 31, 2024

Audit-Related Fees

16 unchanged sentences

(b) The following exhibits are being filed as part of this Report:

Number Exhibit Description

Exhibit Description

Articles of Incorporation, as amended through March 29, 2017 (1)

1 unchanged sentence

Certificate of Amendment dated September 18, 2020 (2)

3.4 Bylaws (3)

Description of Capital Stock (4)

2 unchanged sentences

April 16, 2018 Amendment to the Employment Agreement with Benjamin Mossman dated as of April 19, 2017 (5)

10.4 Consulting Agreement with J.

Proust & Associates Inc., as amended, dated December 13, 2018 ( 6 )

10.5 Loan Agreement between Rise Grass Valley Inc.

and Eridanus Capital, LLC dated August 30, 2019 ( 7 )

10.6 Collateral Agreement in favor of Eridanus Capital, LLC, dated August 30, 2019 ( 7 )

10.7 Deed of Trust in favor of Jeremy A.

Evans, as trustee, for the benefit of Eridanus Capital, LLC dated August 30, 2019 ( 7 )

10.8 January 27, 2023 Amendment to the Loan Agreement dated August 30, 2019 between Rise Grass Valley Inc.

and Eridanus Capital, LLC

Consulting Agreement with Mount Arvon Partners LLC and Joseph Mullin dated as of September 23, 2023 for provision of Chief Executive Officer services ( 6 )

Consulting Agreement with Stellar Strategy Business Services Inc.

dated November 14, 2024 for provision of Chief Financial Officer and Corporate Secretary services through Mihai Draguleasa and Catherine Cox ( 6 )

Material agreements related to our October 1, 2024 $2.5 million sale of land ( 7 )

Material agreements related to our October 1, 2024 $1.8 million sale of land ( 7 )

Option Agreement dated November 25, 2024 related to the buyback provision of 66 acres of land sold ( 7 )

Code of Ethics ( 8 )

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document

101.SCH XBRL Taxonomy Schema Linkbase Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document

Inline XBRL Taxonomy Schema Linkbase Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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(5) Included as an exhibit to our registration statement on Form S-1 filed on May 29, 2018 and incorporated herein by reference.

(6) Included as an exhibit to our Form S-1 registration statement filed on January 17, 2019 and incorporated herein by reference.

(7) Included as an exhibit to our Form S-1 registration statement filed on October 31, 2019 and incorporated herein by reference.

(6) Included as an exhibit to our Form S-1 registration statement filed on July 14, 2025 and incorporated herein by reference.

(7) Included as an exhibit to our Form 10-Q Amendment No.

1 filed on April 18, 2025 and incorporated herein by reference.

(8) Included as an exhibit to Amendment No.

14 unchanged sentences

October 27, 2025

/s/ Vince Boon

/s/ Mihai Draguleasa

Mihai Draguleasa

Chief Financial Officer and Treasurer

1 unchanged sentence

October 27, 2025

/s/ Murray Flanigan

Murray Flanigan

October 29, 2024

/s/ John Proust

October 29, 2024

/s/ Benjamin Mossman

Benjamin Mossman

October 29, 2024

/s/ Thomas Vehrs

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 9A. Controls and Procedures