Rise Gold Corp. 10-K

Item 8. Financial Statements and Supplementary Data. - 53 - CONSOLIDATED FINANCIAL STATEMENTS (Expressed in United States Dollars) FOR THE YEAR ENDED JULY 31, 2025 - 54 - REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Directors of Rise Gold Corp. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Rise Gold Corp. (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 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 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 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 Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 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. We determined that there are no critical audit matters. We have served as the Company’s auditor since 2013. /s/ DAVIDSON & COMPANY LLP Vancouver, Canada Chartered Professional Accountants (PCAOB ID: 731 ) October 27, 2025 - 55 - RISE GOLD CORP. (An Exploration Stage Company) CONSOLIDATED BALANCE SHEETS (Expressed in United States Dollars) AS AT July 31, 2025 July 31, 2024 ASSETS Current Cash and cash equivalents (Note 4) $ 2,783,348 $ 243,669 Receivables 23,057 21,971 Prepaid expenses (Note 5) 74,274 117,468 Assets held for sale (Note 7) 100,000 511,530 Total current assets 2,980,679 894,638 Non-current Mineral property interests (Note 6) 197,499 4,149,053 Note receivable (Note 6) 1,188,701 - Deferred financing assset (Note 12) 75,628 111,707 Total assets $ 4,442,507 $ 5,155,398 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Accounts payable and accrued liabilities $ 762,620 $ 874,589 Deposit liability (Note 7) 100,000 - Loan payable (Note 10) - 1,658,060 Payable to related parties (Note 9) 187,801 128,949 Total current liabilities 1,050,421 2,661,598 Non-current Credit facility (Note 12) 129,001 116,130 Total liabilities 1,179,422 2,777,728 Stockholders’ equity Capital stock, $ 0.001 par value, 400,000,000 shares authorized; 92,370,467 (July 31, 2024 - 55,785,106 ) shares issued and outstanding (Note 13) 92,370 55,785 Additional paid-in capital (Note 13) 36,769,774 32,660,586 Cumulative translation adjustment ( 104,084 ) ( 104,084 ) Deficit ( 33,494,975 ) ( 30,234,617 ) Total stockholders' equity 3,263,085 2,377,670 Total liabilities and stockholders' equity $ 4,442,507 $ 5,155,398 Nature and continuance of operations (Note 1) Contingency (Note 8) Subsequent events (Note 17) Approved and authorized by the Board on October 27, 2025 "Daniel Oliver" Director "Lawrence Lepard" Director Daniel Oliver Lawrence Lepard The accompanying notes are an integral part of these consolidated financial statements. - 56 - RISE GOLD CORP. (An Exploration Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Expressed in United States Dollars) FOR THE YEAR ENDED JULY 31, 2025 2024 EXPENSES Accretion expense (Note 10 and 12) $ 230,478 $ 122,920 Consulting 221,925 310,718 Directors' fees 90,000 118,022 Filing and regulatory 49,840 38,910 Foreign exchange (gain) loss 6,771 15,421 General and administrative 254,456 445,028 Geological, mineral, and prospect costs (Note 6) 96,520 808,832 Interest expense (Note 10 and 12) 232,113 306,246 Professional fees 549,923 1,000,394 Promotion and shareholder communication 54,073 58,361 Salaries - 89,296 Share-based compensation (Note 13) 697,122 345,507 Loss $ ( 2,483,221 ) $ ( 3,659,655 ) Gain on fair value adjustment on derivative liability (Note 11) - 140,015 Gain on accounts payable settlement 66,871 - Loss on sale of assets (Note 7) ( 411,530 ) - Loss on note receivable (Note 6) ( 155,727 ) - Loss on settlement of loans (Note 10) ( 312,939 ) - Write-off of receivable - ( 64,356 ) Other income 36,188 18,365 Net loss and comprehensive loss for the year $ ( 3,260,358 ) $ ( 3,565,631 ) Basic and diluted loss per common share $ ( 0.05 ) $ ( 0.08 ) Weighted average number of common shares outstanding (basic and diluted) 64,104,517 46,995,567 The accompanying notes are an integral part of these consolidated financial statements. - 57 - RISE GOLD CORP. (An Exploration Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in United States Dollars) FOR THE YEAR ENDED JULY 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES Loss for the year $ ( 3,260,358 ) $ ( 3,565,631 ) Items not involving cash Depreciation - 16,935 Loss on assets held for sale 411,530 - Interest expense 232,113 306,246 Share-based compensation 697,122 345,507 Accretion expense 230,478 122,920 Interest income note receivable amortization ( 5,573 ) - Loss (gain) on fair value adjustment on derivative liability - ( 140,015 ) Loss on settlement of loans 312,939 - Loss on settlement of note receivable 155,727 - Non-cash working capital item changes: Receivables ( 1,086 ) 60,558 Prepaid expenses 43,194 22,574 Deposit for assets held for sale 100,000 - Accounts payable and accrued liabilities ( 144,324 ) 539,917 Related party payables 58,852 77,790 Net cash used in operating activities ( 1,169,386 ) ( 2,213,199 ) CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from mineral property contracted for sale 2,612,699 - Net cash provided by investing activities 2,612,699 - CASH FLOWS FROM FINANCING ACTIVITIES Private placement, net of issuance cost 2,990,936 1,898,596 Proceeds from loan 500,000 - Loan repayment ( 2,394,570 ) ( 200,000 ) Net cash provided by financing activities 1,096,366 1,698,596 Change in cash and cash equivalents for the year 2,539,679 ( 514,603 ) Cash and cash equivalents, beginning of year 243,669 758,272 Cash and cash equivalents, end of year $ 2,783,348 $ 243,669 Supplemental disclosure with respect to cash flows (Note 15) The accompanying notes are an integral part of these consolidated financial statements. - 58 - RISE GOLD CORP. (An Exploration Stage Company) CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Expressed in United States Dollars) Capital Stock Cumulative Translation Adjustment Number Amount Additional Paid- in Capital Deficit Total Balance as at July 31, 2023 40,362,800 $ 40,363 $ 30,304,568 $ ( 104,084 ) $ ( 26,668,986 ) $ 3,571,861 Shares issued for cash, net of issuance cost 15,422,306 15,422 1,883,174 - - 1,898,596 Warrants issued for credit facility - - 127,337 - - 127,337 Share-based compensation - - 345,507 - - 345,507 Loss for the year - - - - ( 3,565,631 ) ( 3,565,631 ) Balance as at July 31, 2024 55,785,106 $ 55,785 $ 32,660,586 $ ( 104,084 ) $ ( 30,234,617 ) $ 2,377,670 Shares issued for cash, net of issuance cost 36,585,361 36,585 2,923,291 - - 2,959,876 Warrants issued for loans - - 488,775 - - 488,775 Share-based compensation - - 697,122 - - 697,122 Loss for the year - - - - ( 3,260,358 ) ( 3,260,358 ) Balance as at July 31, 2025 92,370,467 $ 92,370 $ 36,769,774 $ ( 104,084 ) $ ( 33,494,975 ) $ 3,263,085 The accompanying notes are an integral part of these consolidated financial statements. - 59 - 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) 1. NATURE AND CONTINUANCE OF OPERATIONS Rise Gold Corp. (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. On April 11, 2012, the Company merged its wholly-owned subsidiary, Patriot Minefinders Inc., a Nevada corporation, in and to the Company to effect a name change to Patriot Minefinders Inc. On January 14, 2015, the Company completed a name change to Rise Resources Inc. in the same manner. On March 29, 2017, the Company changed its name to Rise Gold Corp. These mergers were carried out solely for the purpose of effecting these changes of names. On September 18, 2020, the Company increased its authorized capital from 40,000,000 shares to 400,000,000 shares. On January 29, 2016, the Company completed an initial public offering in Canada and began trading on the Canadian Securities Exchange ("CSE") on February 1, 2016. The Company is in the early stages of exploration and as is common with any exploration company, it raises financing for its acquisition activities. The accompanying consolidated financial statements have been prepared on the going concern basis, which presumes that the Company will continue operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has incurred a loss of $ 3,260,358 for the year ended July 31, 2025 and has accumulated a deficit of $ 33,494,975 . The ability of the Company to continue as a going concern is dependent on the Company’s ability to maintain continued support from its shareholders and creditors and to raise additional capital and implement its business plan. 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. 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 ). 2. 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 ("U.S. GAAP") for financial information and with the instructions to Form 10-K and Regulation S-K. - 60 - 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) 2. BASIS OF PREPARATION (continued) Basis of Consolidation These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Rise Grass Valley Inc. All significant intercompany accounts and transactions have been eliminated on consolidation. Subsidiaries Subsidiaries are all entities over which the Company has exposure to variable returns from its involvement and has the ability to use power over the investee to affect its returns. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company until the date on which control ceases. The accounts of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Intercompany transactions, balances and unrealized gains or losses on transactions are eliminated upon consolidation. Use of Estimates 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. Significant areas requiring the use of estimates include the carrying value and recoverability of mineral properties and the recognition of deferred tax assets based on the change in unrecognized deductible temporary tax differences. Actual results could differ from those estimates and would impact future results of operations and cash flows. Functional and reporting currency The Company and its wholly owned subsidiary, Rise Grass Valley Inc. functional and reporting currency is the United States dollar. Transactions in currencies other than the functional currency of the Company are initially translated into the functional currency by applying the exchange rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate prevailing at the date of the statement of financial position. Non-monetary assets and liabilities are translated at historical exchange rates, unless the item is carried at fair value, in which case it will be translated at the exchange rate in effect at the date when the fair value was determined. Resulting foreign exchange gains and losses are recognized in income or loss. - 61 - 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) 3. SIGNIFICANT ACCOUNTING POLICIES Derivative liability Derivatives are initially recognized at the fair value on the date the derivative contract is entered into and transaction costs are expensed. The Company's derivatives are subsequently re-measured at their fair value at each balance sheet date with changes in fair value recognized in profit or loss. 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 The costs of acquiring mineral rights are capitalized at the date of acquisition. After acquisition, various factors can affect the recoverability of the capitalized costs. If, after review, management concludes that the carrying amount of a mineral property is impaired, it will be written down to estimated fair value. Exploration costs incurred on mineral properties are expensed as incurred. Development costs incurred on proven and probable reserves will be capitalized. Upon commencement of production, capitalized costs will be amortized using the unit-of-production method over the estimated life of the ore body based on proven and probable reserves (which exclude non-recoverable reserves and anticipated processing losses). When the Company receives an option payment related to a property, the proceeds of the payment are applied to reduce the carrying value of the exploration asset. Long-lived assets Long-lived assets, consisting of equipment held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the recoverability test is performed using undiscounted net cash flows related to the long-lived assets. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Equipment Equipment is recorded at cost less accumulated depreciation. Depreciation is provided over the assets' useful lives on a straight-line basis. Equipment purchased by the Company is depreciated over 15 years . Asset retirement obligations The Company records the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development, and/or normal use of the long-lived assets. The Company also records a corresponding asset which is amortized over the life of the asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation is adjusted at the end of each period to reflect the passage of time (accretion expense) and changes in the estimated future cash flows underlying the obligation (asset retirement cost). - 62 - 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) 3. SIGNIFICANT ACCOUNTING POLICIES (continued) Loss per share Basic loss per common share is computed using the weighted average number of common shares outstanding during the year. To calculate diluted loss per share, the Company adjusts net income (loss) attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares such as stock options and warrants. As at July 31, 2025, 8,740,371 outstanding options and 31,679,931 outstanding warrants were excluded from the diluted calculation. In reporting periods when a loss is incurred, potential issuance of shares would be anti-dilutive and, therefore, basic and diluted loss per share are the same. Financial instruments 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. The fair values of these financial instruments approximate their carrying values unless otherwise noted. Fair value of financial assets and liabilities 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. Financial assets and financial liabilities are recognized at fair value on their initial recognition, except for those arising from certain related party transactions which are accounted for at the transferor's carrying amount or exchange amount. Financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income. Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest rate method of amortization. Financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in income. The following indicates the fair value hierarchy of the valuation techniques the Company utilizes to determine the fair value of financial assets that are measured at fair value on a recurring basis. Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities; Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and Level 3 - Inputs that are not based on observable market data. Cash and cash equivalents is considered level 1 and classified as cash on hand and held at banks. 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 . - 63 - 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) 3. SIGNIFICANT ACCOUNTING POLICIES (continued) Fair value of financial assets and liabilities (continued) 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. Concentration of credit risk The financial instrument which potentially subjects the Company to concentration of credit risk is cash. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits however, the Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts. Stock-based compensation The Company accounts for share-based compensation under the provisions of ASC 718, "Compensation-Stock Compensation". Under the fair value recognition provisions, stock-based compensation expense is measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measured. Share-based compensation for all stock-based awards to employees and directors is recognized as an expense over the requisite service period, which is generally the vesting period. 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. Income taxes 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 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. Under the asset and liability method the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. 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. - 64 - 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) 3. 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. 4. 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. 5. PREPAID EXPENSES July 31, 2025 July 31, 2024 Insurance $ - $ 56,922 Deposits 63,399 48,226 Investor relations 10,875 12,320 $ 74,274 $ 117,468 - 65 - 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) 6. MINERAL PROPERTY INTERESTS The Company's mineral properties balance consists of: Idaho-Maryland, California July 31, 2024 and 2023 $ 4,149,053 Proceeds from land contracted for sale ( 3,951,554 ) July 31, 2025 $ 197,499 Title to mineral properties Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain mineral titles as well as the potential for problems arising from the frequently ambiguous conveying history characteristic of many mineral properties. As at July 31, 2025, the Company holds title to the Idaho-Maryland Gold Mine Property. 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. 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. Pursuant to the option agreement, in order to exercise the option, the Company was required to pay $ 2,000,000 by November 30, 2016. Upon execution of the option agreement, the Company paid the vendors a non-refundable cash deposit in the amount of $ 25,000 , which would be credited against the purchase price of $ 2,000,000 upon exercise of the option. On November 30, 2016, the Company negotiated an extension on the closing date of the option agreement to December 26, 2016, in return for a cash payment of $ 25,000 , which would be credited against the purchase price of $ 2,000,000 upon exercise of the option. On December 28, 2016, the Company negotiated a further no-cost extension of the closing date of the option agreement to April 30, 2017. On January 25, 2017, the Company exercised the option by paying $ 1,950,000 and acquired a 100 % interest in the Idaho-Maryland Gold Mine property. In connection with the option agreement, the Company agreed to pay a cash commission of $ 140,000 equal to 7 % of the purchase price of $ 2,000,000 . The commission was settled on January 25, 2017 through the issuance of 92,000 units valued at $ 1.16 (C$ 2.00 ) per unit. Each unit consisted of one share of common stock and one transferable share purchase warrant exercisable into one share of common stock at a price of $ 3.04 (C$ 4.00 ) for a period of two years from the date of issuance. The Company also incurred additional transaction costs of $ 109,053 , which have been included in the carrying value of the Idaho-Maryland Gold Mine. - 66 - 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) 6. MINERAL PROPERTY INTERESTS (continued) Idaho-Maryland Gold Mine Property, California On January 6, 2017, the Company entered into an option agreement with Sierra Pacific Industries Inc. ("Sierra") to purchase a 100 % interest in and to certain surface rights located near Grass Valley, California, United States, contiguous to the Idaho-Maryland Gold Mine property acquired by the Company on January 25, 2017. Pursuant to the option agreement, in order to exercise the option, the Company was required to pay $ 1,900,000 by March 31, 2017. Upon execution of the option agreement, the Company paid the vendors a non-refundable cash deposit in the amount of $ 100,000 , which was credited against the purchase price of $ 1,900,000 upon exercise of the option. On April 3, 2017, the Company negotiated an extension of the closing date of the option agreement to June 30, 2017, in return for a cash payment of $ 200,000 , at which time a payment of $ 1,600,000 was due in order to exercise the option. On June 7, 2017, the Company negotiated an extension of the closing date of the option agreement to September 30, 2017, in return for a cash payment of $ 300,000 , at which time a payment of $ 1,300,000 was due in order to exercise the option. On May 14, 2018, the Company completed the purchase of the surface rights by making final payments totalling $ 1,300,000 . As at July 31, 2025, the Company has incurred cumulative exploration expenditures of $ 9,636,334 on the Idaho-Maryland Gold Mine property as follows: Year ended July 31, 2025 Year ended July 31, 2024 Idaho-Maryland Gold Mine expenditures: Opening balance $ 9,539,814 $ 8,730,982 Consulting 64,000 715,108 Depreciation - 16,935 Engineering - 4,622 Exploration - 1,405 Logistics - 5,269 Rent 28,473 53,432 Supplies 4,047 11,251 Sampling - 810 Total expenditures for the year 96,520 808,832 Closing balance $ 9,636,334 $ 9,539,814 On October 1, 2024, the Company contracted to sell 66 acres of surface rights located adjacent to the Company's Idaho-Maryland Mine Property. - 67 - 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) 6. 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 $ 1,183, 128 Interest income earned to July 31, 2025 $ 5,573 Balance at July 31, 2025 $ 1,188,701 The estimated market interest rate used to discount the note receivable secured by the surface rights was 8 %. 7. EQUIPMENT Cost Drilling equipment At July 31, 2023 $ 644,847 At July 31, 2024 $ 644,847 At July 31, 2025 $ - Accumulated depreciation At July 31, 2023 $ 116,382 Depreciation $ 16,935 At July 31, 2024 $ 133,317 Depreciation $ - At July 31, 2025 $ - Total carrying value, July 31, 2023 $ 528,465 Total carrying value, July 31, 2024 $ 511,530 Assets held for sale $ ( 511,530 ) Total carrying value, July 31, 2025 $ - - 68 - 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) 7. EQUIPMENT (continued) Assets Held for Sale During the year ended July 31, 2024, the Company approved a plan to sell its drilling equipment. 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. 8. CONTINGENCY During the year ended July 31, 2014, the Company entered into a binding letter of intent ("LOI") with Wundr Software Inc. ("Wundr"). Under the terms of the LOI, the Company would acquire 100% of the issued and outstanding common shares of Wundr. Due to unforeseen circumstances, the Company did not complete the transactions contemplated in the LOI, which the Company announced had expired on January 10, 2014. On September 17, 2014, the Company learned that it was the subject, along with a number of additional defendants, of a notice of civil claim (the "Claim") filed in the Supreme Court of British Columbia by Wundr, under which Wundr is seeking general damages from the Company as well as damages for conspiracy to cause economic harm. None of the allegations contained in the Claim have been proven in court. Management has determined that the probability of the Claim resulting in an unfavourable outcome and financial loss to the Company is unlikely. 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. 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. - 69 - 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) 9. RELATED PARTY TRANSACTIONS Key management personnel consist of the Chief Executive Officer, Chief Financial Officer, and the directors of the Company. The remuneration of the key management personnel is as follows: 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, 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). - 70 - 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) 10. LOAN PAYABLE a) Eridanus loan Loan Payable Balance, July 31, 2023 $ 1,437,914 Interest expense 299,228 Accretion expense 120,918 Repayment ( 200,000 ) Balance, July 31, 2024 $ 1,658,060 Interest expense 179,759 Accretion expense 139,667 Issuance costs ( 154,351 ) Loss on settlement of loan 24,089 Repayment ( 1,847,224 ) 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. 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 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 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. - 71 - 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) 10. 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 2.72 % Expected life of warrants 4 years Expected annualized volatility 133.99 % Share price at grant date $ 0.11 Exercise price $ 0.115 Fair value $ 0.091 Dividend Nil Forfeiture rate 0 % 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 $ - Proceeds 500,000 Interest expense 47,346 Accretion expense 45,573 Issuance costs ( 334,423 ) Loss on settlement of loan 288,850 Repayment ( 547,346 ) Balance, July 31, 2025 $ - In May 2025, the Company repaid the entire balance of the Myrmikan loan. - 72 - 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) 10. LOAN PAYABLE (continued) b) Myrmikan loan (continued) The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants: October 10, 2024 Risk-free interest rate 2.98 % Expected life of warrants 4 years Expected annualized volatility 139.40 % Share price at grant date $ 0.14 Exercise price $ 0.1735 Fair value $ 0.116 Dividend Nil Forfeiture rate 0 % 11. DERIVATIVE LIABILITY 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. dollar. 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. Accordingly, the share purchase warrants issued as part of past financings, are classified, and accounted for as warrant derivative. Share purchase warrants with a compensatory nature are not included in this calculation. The following table shows a continuity of the Company's fair value of warrant derivative: Number of warrants accounted for as Warrant derivative derivative liability Balance, July 31, 2023 $ 140,015 4,991,645 Fair value adjustment ( 140,015 ) - Balance, July 31, 2024 $ - 2,291,322 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 Risk-free interest rate 3.46 % Expected life of warrants 0.05 years Expected annualized volatility 33.73 % Dividend Nil Forfeiture rate 0 % - 73 - 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) 12. CREDIT FACILITY On February 6, 2024, the Company entered into a credit facility arrangement with an arm's length lender that also provides services to the Company. Pursuant to the arrangement, each month, the lender will defer and add to the loan principal an amount equal to half of the fees billed by the lender up to $ 1,000,000 . Amounts loaned will bear interest at a rate of 12 % per annum compounded annually and will be due four years from the date of the arrangement. The Company may repay any amounts owing under the credit facility at any time without penalty. In connection with the credit facility, the Company has issued 1,000,000 non-transferable share purchase warrants to the lender, with each warrant exercisable into one share of common stock of the Company at a price of $ 0.16 per share for a period of four years from the date of issuance. The fair value of these warrants was calculated to be $ 127,336 . In addition, for each $100,000 loaned under the arrangement, the Company has agreed to issue to the lender 200,000 additional non-transferable warrants ("Additional Warrants"). Each Additional Warrant will be exercisable into one share of common stock of the Company at any time within a four-year period from the date of issuance at an exercise price equal to the market price of the shares of the Company on grant. Credit Facility Balance, July 31, 2023 $ - Principal amount 122,739 Interest expense 7,018 Issuance costs ( 15,629 ) Accretion expense 2,002 Balance, July 31, 2024 $ 116,130 Reclassification to accounts payable ( 63,796 ) Principal amount 58,031 Interest expense 5,008 Issuance costs ( 31,610 ) Accretion expense 45,238 Balance, July 31, 2025 $ 129,001 Deferred Financing Asset Balance, July 31, 2023 $ - Issuance costs 1,000,000 warrants 127,336 Allocation to credit facility ( 15,629 ) Balance, July 31, 2024 $ 111,707 Allocation to credit facility ( 36,079 ) Balance, July 31, 2025 $ 75,628 The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants: February 5, 2024 Risk-free interest rate 3.67 % Expected life of warrants 4 years Expected annualized volatility 122.71 % Share price at grant date $ 0.16 Exercise price $ 0.16 Fair value $ 0.13 Dividend Nil Forfeiture rate 0 % 200,000 additional warrants are yet to be issued to the lender pursuant to the agreement. - 74 - 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) 13. 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. Each whole warrant entitles the holder to acquire one additional share of common stock at an exercise price of $ 0.158 for a period of three years from the date of issuance. Certain directors of the Company purchased an aggregate of 5,669,478 units of the private placement for gross proceeds of $ 538,600 . The Company paid fees of $ 1,995 and issued 21,000 finder's warrants where each finder's warrant entitles the holder to acquire one share at a price of $ 0.158 for a period of two years. The Company paid legal fees of $ 4,515 in connection with this financing. On December 7, 2023, the Company completed a non-brokered private placement over two tranches for gross proceeds totaling $ 967,957 through the issuance of 5,377,541 units in total at a price of $ 0.18 per unit with each unit consisting of one share of common stock and one-half of one share purchase warrant. Each whole warrant entitles the holder to acquire one additional share of common stock at an exercise price of $ 0.26 for a period of two years from the date of issuance. Certain directors of the Company purchased an aggregate of 2,532,220 units of the private placement for gross proceeds of $ 455,800 . The Company paid fees of $ 6,480 and issued 36,000 finder's warrants where each finder's warrant entitles the holder to acquire one share at a price of $ 0.26 until November 7, 2025. The Company paid legal fees of $ 10,624 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. - 75 - 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) 13. CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL (continued) 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$ 0.25 ) 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. The stock options are exercisable at a price of $ 0.25 (C$ 0.36 ) per share until December 12, 2028. On September 22, 2023, the Company granted a total of 397,780 stock options with a fair value of $ 90,361 to officers and directors of the Company. The stock options are exercisable at a price of $ 0.26 (C$ 0.38 ) per share until September 22, 2028. The following incentive stock options were outstanding and exercisable as at July 31, 2025: Number of Options outstanding Weighted Average Exercise Price ($) Expiry Date 200,000 0.65 February 7, 2027 260,000 0.53 February 21, 2028 217,780 0.26 September 22, 2028 612,202 0.25 December 12, 2028 974,479 0.17 May 1, 2029 1,006,750 0.10 September 20, 2029 1,006,750 0.11 October 21, 2029 1,142,410 0.10 March 25, 2030 3,320,000 0.10 May 22, 2030 8,740,371 0.15 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 . - 76 - 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) 13. CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL (continued) Stock Options (continued) Stock option transactions are summarized as follows: Number of Options Weighted Average Exercise Price ($) Balance outstanding and exercisable, July 31, 2023 3,638,500 0.71 Options granted 2,110,011 0.21 Options expired ( 170,000 ) 0.76 Balance outstanding, July 31, 2024 5,578,511 0.52 Options granted 6,475,910 0.10 Options expired and cancelled ( 3,314,050 ) 0.68 Balance outstanding and exercisable, July 31, 2025 8,740,371 $ 0.15 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: May 22, 2025 March 25, 2025 October 21, 2024 Risk-free interest rate 2.96 % 2.72 % 2.98 % Expected life of stock options 5 years 5 years 5 years Expected annualized volatility 149.96 % 145.38 % 135.38 % Dividend Nil Nil Nil Forfeiture rate 0 % 0 % 0 % September 20, 2024 May 1, 2024 December 12, 2023 Risk-free interest rate 2.73 % 3.81 % 3.53 % Expected life of stock options 5 years 5 years 5 years Expected annualized volatility 132.92 % 133.33 % 131.16 % Dividend Nil Nil Nil Forfeiture rate 0 % 0 % 0 % - 77 - 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) 13. CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL (continued) 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. Warrants The following warrants were outstanding as at July 31, 2025: Number of Warrants Exercise Price ($) Expiry Date 1,623,214 0.26 November 7, 2025 36,000 0.27 November 7, 2025 1,065,555 0.26 December 7, 2025 1,000,000 0.16 February 5, 2028 9,000 0.16 April 9, 2026 2,873,170 0.16 April 9, 2027 12,000 0.16 April 29, 2026 2,149,212 0.16 April 29, 2027 1,700,000 0.12 September 12, 2028 2,882,514 0.17 October 10, 2028 18,329,266 0.15 May 8, 2028 31,679,931 0.16 - 78 - RISE GOLD CORP. (An Exploration Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED JULY 31, 2025 (Expressed in United States Dollars) 13. CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL (continued) Warrant transactions are summarized as follows: Number of Warrants Weighted Average Exercise Price ($) Balance outstanding and exercisable, July 31, 2023 16,661,247 0.69 Warrants granted 8,768,151 0.19 Warrants expired ( 8,717,823 ) 0.70 Balance outstanding, July 31, 2024 16,711,575 0.41 Warrants granted 22,911,780 0.15 Warrants expired ( 7,943,424 ) 0.66 Balance outstanding, July 31, 2025 31,679,931 $ 0.16 14. INCOME TAXES A reconciliation of income taxes (recovery) at statutory rates with the reported taxes is as follows: 2025 2024 Loss before income taxes $ ( 3,260,358 ) $ ( 3,565,631 ) Expected income tax (recovery) at statutory tax rates $ ( 913,000 ) $ ( 998,000 ) Change in statutory, foreign tax, foreign exchange rates and other 73,000 27,000 Permanent differences 196,000 76,000 Adjustment to prior years provision versus statutory tax returns and expiry of non-capital losses ( 527,000 ) ( 350,000 ) Change in unrecognized deductible temporary difference 1,171,000 1,245,000 Income tax recovery $ - $ - Significant components of deferred tax assets (liabilities) that have not been included on the Company's consolidated balance sheet are as follows: 2025 2024 Deferred tax assets (liabilities): Mineral property interests $ 1,074,000 $ 477,000 Share issuance costs 19,000 - Property and equipment ( 27,000 ) ( 116,000 ) Non-capital losses available for future period 5,698,000 5,232,000 6,764,000 5,593,000 Unrecognized deferred tax assets ( 6,764,000 ) ( 5,593,000 ) Net deferred tax assets $ - $ - - 79 - 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) 14. 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. The significant components of the Company’s temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated statement of financial position are as follows: 2024 Expiry Date Range 2024 Expiry Date Range Temporary Differences Mineral property interests $ 3,834,000 No expiry date $ 1,706,000 No expiry date Property and equipment ( 97,000 ) No expiry date ( 416,000 ) No expiry date Share issuance costs 69,000 No expiry date - No expiry date Non-capital losses available for future period 20,360,000 2027 to Indefinite 18,696,000 2027 to Indefinite USA $ 24,166,000 2027 to Indefinite $ 19,986,000 2027 to Indefinite Tax attributes are subject to review and potential adjustments by tax authorities. 15. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS During the years ended July 31, 2025 and 2024, the Company had the following non-cash financing and investing activities: 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. - 80 - 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) 16. SEGMENTED INFORMATION A reporting segment is defined as a component of the Company that: - Engages in business activities from which it may earn revenues and incur expenses; - Operating results are reviewed regularly by the entity's chief operating decision maker; and - Discrete financial information is available The Company has determined that it operates its business in one geographical segment located in California, United States, where all of its equipment and mineral property interests are located. 17. SUBSEQUENT EVENTS 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. - 81 - Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.