Rise Gold Corp. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures The Securities and Exchange Commission (the "SEC") defines the term "disclosure controls and procedures" to mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As of the end of the period covered by this Report, our management carried out an evaluation, with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, management concluded that our disclosure controls and procedures were not effective as of July 31, 2025 because of a material weakness in internal control over financial reporting that existed as of that date, as more fully described below. Management's Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. We carried out an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of its internal control over financial reporting as of July 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated 2013 Framework. Management concluded that our company's internal control over financial reporting was not effective as of July 31, 2025 because a material weakness in internal control over financial reporting existed as of that date as a result of a lack of segregation of incompatible duties due to insufficient personnel. A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. - 82 - This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to a provision under the Dodd-Frank Wall Street Reform and Consumer Protection Act which grants a permanent exemption for non-accelerated filers from complying with Section 404(b) of the Sarbanes-Oxley Act of 2002. Changes in Internal Control over Financial Reporting There were no changes in our company's internal control over financial reporting during the period ended July 31, 2025 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. 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 52 President and Chief Executive Officer Mihai Draguleasa 45 Chief Financial Officer, Treasurer Thomas I. Vehrs 78 Director Lawrence W. Lepard 68 Director Daniel Oliver Jr. 53 Director Clynton R. Nauman 76 Director Directors serve as such until our next annual stockholder meeting, or until their successors are elected and qualified. Officers hold their positions at the will of the Board of Directors. As of July 31, 2025, there were no arrangements, agreements or understandings between non-management security holders and management under which non-management security holders may directly or indirectly participate in or influence the management of our company's affairs other than as disclosed in this Report. Joseph Mullin, President and Chief Executive Officer 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. Mr. Mullin is the Managing Member of Mount Arvon Partners LLC, and is currently the CEO, President and a Director of Pure Energy Minerals Ltd and an Independent Director of FireFox Gold Corp. and Mr. Mullin has been involved in the mining industry in the United States, Canada, Brazil, and Europe. Mr. Mullin holds a B.A. from Harvard University. - 83 - 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. Mr. 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. Mr. Draguleasa holds a Bachelor of Engineering degree from the University of Transylvania (Romania). Thomas I. Vehrs, Director Dr. Thomas I. Vehrs, age 78, was appointed to the Company's Board of Directors on April 20, 2017. Dr. Vehrs is a highly regarded and experienced exploration geologist with over 40 years of experience in the Americas. During his career, Dr. Vehrs has conducted and managed numerous exploration programs resulting in the discovery and delineation of major copper, gold and silver deposits, including the Los Pelambres porphyry copper deposit in Chile, the Northumberland sediment-hosted gold deposit in central Nevada, the Rio Blanco porphyry copper deposit in northern Peru and orogenic gold deposits in Central Guatemala. From 2006 to 2016, Dr. Vehrs held the position of Vice President of Exploration for Fortuna Silver Mines and was responsible for the development and execution of exploration programs at the Caylloma Mine in Peru and the San Jose Mine in southern Mexico. During this period, Fortuna Silver Mines was successful in expanding the resources, reserves and production rate at the San Jose Mine resulting in a market capitalization in excess of $1 billion. Dr. Vehrs holds a Ph.D. in geology from Syracuse University and served as an officer in the U.S. Army Corps of Engineers. Lawrence W. Lepard, Director Lawrence W. Lepard, age 68, was appointed to the Company's Board of Directors on August 22, 2019. Mr. Lepard is a Managing Partner and Founder of Equity Management Associates, LLC, an investment partnership which has focused on investing in precious metals since 2008. Prior to EMA, Mr. Lepard spent 25 years as a professional investor and venture capitalist. From 1991 to 2004 he was one of two Managing Partners at Geocapital Partners in New Jersey which managed six venture capital partnerships, the last of which was $250 million. Geocapital was very active in technology, software and computer investing and invested heavily in the internet starting in 1993. Geocapital was the lead investor in Netcom, Inc., the first internet service provider to complete an initial public offering in 1996. Prior to Geocapital, Mr. Lepard spent seven years as a General Partner at Summit Partners in Boston, MA a large venture capital and private equity firm. Mr. Lepard serves as a Director for Lavras Gold Corp. and Cabral Gold Inc. Mr. Lepard holds an MBA with Academic Distinction from Harvard Business School and a BA in Economics from Colgate University. Daniel Oliver Jr., Director Daniel Oliver Jr., age 53, was appointed to the Company's Board of Directors on July 10, 2023. Mr. Oliver manages Myrmikan Gold Fund LLC, which makes investments in the precious metals mining sector. In addition to his finance background, Mr. Oliver brings legal expertise to the Board, having graduated from Columbia Law School with honors in 2001 and practiced law at Simpson Thacher & Bartlett in New York as well as at Wallison & Wallison, a boutique law firm specializing in high-dollar business litigation and appeals in the financial sector. Mr. Oliver obtained an MBA from INSEAD in 2005. After co-founding two venture companies, Mr. Oliver joined Bearing Capital, LLC, a private equity firm in Buenos Aires focused on Latin American commodities investments. He is also a director of Guanajuato Silver Co. Ltd and President of the Committee for Monetary Research & Education, an organization founded by prominent economists and businessmen in 1970 in opposition to the Bretton Woods monetary system. - 84 - Clynton R. Nauman Clynton R. Nauman, age 76, was appointed to the Company's Board of Directors on September 7, 2023. Mr. Nauman has more than 45 years of diversified operating experience in the mining industry ranging from exploration to mine construction and mine operations as well as business development, mine financing and senior management in the precious metals, base metals and coal sectors. Mr. Nauman also co-founded and grew a successful industrial environmental services company focused on reclamation of historical mine-related liabilities in Canada and the United States. Mr. Nauman holds an Honors Bachelor of Science in Geology from Otago University, New Zealand. 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 There are no family relationships among any of our directors or executive officers. Involvement in Certain Legal Proceedings 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, 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. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires a company's directors and officers, and persons who own more than 10% of any class of a company's equity securities which are registered under Section 12 of the Exchange Act, to file with the SEC initial statements of beneficial ownership on Form 3, reports of changes in ownership on Form 4, and annual reports on Form 5 concerning their ownership of and transactions concerning our common stock and other equity securities. Such officers, directors and 10% stockholders are also required to furnish the company with copies of all Section 16(a) reports they file. 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. - 85 - Audit Committee Financial Expert 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. Oliver is an independent director as defined in Nasdaq Listing Rule 5605(a)(2). Nomination of Directors The Company does not have a formal process or committee for proposing new nominees for election to the Board or for stockholders to make such nominations, and there has been no change in that regard since our last annual report on Form 10-K. Management is in contact with individuals involved in the mineral exploration sector, and in the event that we require any new directors, such individuals will be brought to the attention of the Board. Management will conduct reference and background checks on suitable candidates. New nominees generally must have a track record in business management, areas of strategic interest to our company, the ability to devote the time required to carry out the obligations and responsibilities of a director and a willingness to serve in that capacity. Code of Ethics During our fiscal year ended July 31, 2008, the Board of Directors adopted a written Code of Ethics within the meaning of Item 406(b) of Regulation S-K under the Securities Act. The Code of Ethics obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without the Board's consent. 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. - 86 - Item 11. 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, 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 $100,000 during the fiscal year ended July 31, 2025. Pursuant to Item 402(m)(4) of Regulation S-K, we have omitted certain columns from the table since there was no compensation awarded to, earned by or paid to the Named Executive Officers that was required to be reported in such columns in either year. Summary Compensation Table Name and Principal Position Year Ended July 31 Salary ($) Stock Awards ($) Option Awards (1) (2) ($) Total ($) Joseph Mullin, Chief Executive Officer 2025 132,000 Nil 508,167 640,167 2024 112,933 Nil 26,280 139,213 Benjamin W. Mossman, Former Chief Executive Officer 2025 Nil Nil 106,859 106,859 2024 80,105 (3) Nil 153,806 233,911 Mihai Draguleasa, Chief Financial Officer 2025 53,474 Nil 10,908 64,382 2024 Nil Nil Nil Nil Vince W. Boon, Former Chief Financial Officer 2025 21,513 Nil Nil 21,513 2024 43,452 Nil 7,800 51,252 (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 . (2) Represents share-based payments related to options vesting during the years presented. (3) Out of this amount $22,500 represents salary paid, $23,855 vacation pay and $33,750 severance pay. - 87 - Outstanding Equity Awards at Fiscal Year-End The following table sets forth information relating to the options held by the Named Executive Officers as of July 31, 2025: Outstanding Equity Awards at Fiscal Year-End Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options (#) Exercisable Option Exercise Price Option Expiration Date Number of Shares That Have Not Vested (#) Market Value of Shares That Have Not Vested ($) Joseph Mullin, Chief Executive Officer 412,241 1,006,750 812,410 2,790,000 $0.17 $0.10 $0.10 $0.10 May 1, 2029 September 19, 2029 March 25, 2030 May 22, 2030 Nil Nil Benjamin W. Mossman, former Chief Executive Officer 4,640 268,877 502,238 1,006,750 $0.26 $0.25 $0.17 $0.11 September 22, 2028 December 12, 2028 May 1, 2029 October 21, 2029 Nil Nil Mihai Draguleasa, Chief Financial Officer 60,000 60,000 $0.10 $0.10 March 25, 2030 May 22, 2030 Nil Nil - 88 - Employment Agreements 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. - 89 - 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. Mossman if: 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. Mr. 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. Mr. 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. Mr. 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. Mr. Mullin is expected to commit 50% of his working time to the Company. Other executive officers are expected to allocate approximately 25% of their working time to our business. Benefit Plans We do not currently have any pension plan, profit sharing plan or similar plan for the benefit of our officers, directors or employees; however, we may establish such plans in the future. - 90 - Director Compensation Our directors are compensated for serving on the Board of Directors. Management directors are not paid fees for services as a director; however, they may receive compensation for their services as employees or consultants. 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. Name Fees Earned or Paid in Cash Option Awards (1) Total Murray G. Flanigan ( 2 ) $5,000 ( 3 ) $Nil ( 4 ) $5,000 Thomas I. Vehrs $20,000 ( 3 ) $10,908 ( 4 ) $30,908 John G. Proust ( 5 ) $69,539 ( 6 ) $Nil ( 4 ) $69,539 Lawrence W. Lepard $20,000 ( 3 ) $10,908 ( 4 ) $30,908 Daniel Oliver Jr. $20,000 ( 3 ) $26,379 ( 4 ) $46,379 Clynton R. Nauman $20,000 ( 3 ) $10,908 ( 4 ) $30,908 (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. (2) Mr. 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. (5) Mr. 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. Proust. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth the beneficial ownership of our common stock as of October 27, 2025 by (a) each person who serves as a director and/or is identified as a "Named Executive Officer" of Rise in Item 11, "Executive Compensation," above, and by all of our current directors and executive officers as a group, and (b) each person known by us to beneficially own more than 5.0% of any class of our voting securities. A person or group of persons is considered to beneficially own any shares over which such person or group of persons, directly or indirectly, exercises sole or shared voting or investment power, or over which such person or group of persons has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants or otherwise. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our officers and directors is exercised solely by the beneficial owner thereof. For the purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named below, any shares that such person or group of persons has the right to acquire within 60 days of October 27, 2025 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership. - 91 - Name and Address (11) of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class (1) Equinox Partners Investment Management, LLC 301 TRESSER BLVD, 13TH FL STAMFORD CT 06901 24,104,425 (2 ) 19.99% Bilbo, LLC 90 PARK AVE FL 29 NEW YORK NY 10016-1318 26,566,167 (10) 19.99% Daniel Oliver Jr. (Director) 16,442,914 ( 3 ) 13.6% Myrmikan Gold Fund, LLC 713 Silvermine Road New Canaan, Connecticut 06840 14,663,191 ( 4 ) 12.2% Lawrence W. Lepard (Director) 5,209,101 ( 5 ) 4.3% Joseph Mullin (CEO and President) 6,153,043 ( 6 ) 4.89% Thomas I. Vehrs (Director) 437,775 ( 7 ) * Clynt Nauman (Director) 526,844 ( 8 ) * Mihai Draguleasa (CFO) 302,928 ( 9 ) * Executive officers and directors as a group (6 persons) 29,072,605 22.72% * Less than 1% (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). - 92 - (3) Daniel Oliver Jr., a director, holds 1,210,653 shares of common stock. Mr. 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. Mr. 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. Oliver upon 61 days' written notice to the company. 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 Exchange Act. Mr. Oliver is deemed to indirectly beneficially own the securities that are beneficially owned by Myrmikan Gold Fund LLC. See note (4). (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. Daniel Oliver Jr., one of our directors, is the managing member of Myrmikan. Myrmikan Capital, LLC, an investment adviser, is the manager of Myrmikan (the "Manager"). Mr. Oliver owns a 97.5% membership interest in, and is the manager of, the Manager. As the manager of Myrmikan, the Manager is deemed to share beneficial ownership of the shares beneficially owned by Myrmikan. As the manager of the Manager, Mr. Oliver is likewise deemed to share beneficial ownership of the shares beneficially owned by Myrmikan and the Manager. (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. Mr. 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. Mr. Lepard holds 105,265 warrants which are exercisable into common stock at a price of $0.158 per share until April 29, 2027. Mr. 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 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. - 93 - (7) Thomas I. 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 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 We are not aware of any arrangements, including any pledge by any person of its securities, the operation of which may at a subsequent date result in a change in control of our company. Securities Authorized for Issuance Under Equity Compensation Plans 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, 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. - 94 - 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 securities to be issued upon exercise of outstanding options, warrants and rights Weighted- average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under the equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by shareholders 8,740,371 $0.15 496,676 Equity compensation plans not approved by shareholders - - - Total 8,740,371 $0.15 496,676 Item 13. Certain Relationships and Related Transactions, and Director Independence. Certain Relationships and Related Transactions On April 17, 2018, we entered into a consulting agreement with J. Proust & Associates Inc. ("JPA"), a management services company owned by one of our directors, John Proust. JPA agreed to provide the Company with such business advisory, finance, accounting and corporate administrative services as may be requested by the Company, including a Chief Financial Officer, a Controller and Corporate Secretary, plus use of a fully furnished office, for a monthly fee of C$7,100, or C$85,200 on an annualized basis. The agreement provides that the Company may grant stock options to JPA or its employees, as determined by the Board of Directors from time to time. The agreement had a one-year term that commenced on April 17, 2018. On December 13, 2018, the parties amended the agreement to increase the compensation to C$15,000 per month, or C$180,000 on an annualized basis, and to revise the term of the agreement, with a new one-year term commencing on January 1, 2019 that continues thereafter on a month-to-month basis, unless the agreement is terminated by the parties in accordance with its terms. 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. is the manager of Myrmikan Capital, LLC, which, in turn, is the manager of Eridanus Capital, LLC ("Eridanus"). Eridanus provided a secured loan to our wholly owned subsidiary, Rise Grass Valley in 2019. Mr. Oliver currently has a 20% membership interest in Eridanus. Mr. Oliver was appointed to our Board of Directors on July 10, 2023. - 95 - Rise Grass Valley and Eridanus entered into a loan agreement dated for reference August 30, 2019 (the "Loan Agreement") pursuant to which Eridanus provided a $1,000,000 secured loan (the "Loan") to Rise Grass Valley. As partial consideration for entering into the Loan Agreement, we issued 1,150,000 share purchase warrants to Eridanus. Each warrant entitled Eridanus to purchase one share of our common stock at a price of CAD$1.00 per share for a period of 3 years from the date of issuance of the warrants, which expiry date has been extended to September 9, 2024. Eridanus subsequently transferred its warrants to its members. As a result, Mr. Oliver acquired 374,000 of those warrants. The Loan Agreement provided for an initial term of two years, with interest payable at 10% per annum compounded monthly, and an option to extend the term for an additional two years with interest payable at 20% per annum compounded monthly for the third year and at 25% per annum compounded monthly for the fourth year. Rise Grass Valley exercised the option to extend the term of the loan. Pursuant to an agreement dated January 27, 2023, Eridanus agreed to extend the maturity date of the Loan by one year to September 4, 2024 and to reduce the interest rate from 25% to 15% per annum compounded monthly for a period of 12 months from February 17, 2023. After February 17, 2024, the rate of interest reverted to 25% per annum compounded monthly. 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. Oliver acquired 115,000 of those warrants. 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. 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 Because our common stock is not currently listed on a national securities exchange, we currently use the definition in Nasdaq Listing Rule 5605(a)(2) for determining director independence, which provides that an "independent director" is a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Nasdaq listing rules provide that a director cannot be considered independent if: the director is, or at any time during the past three years was, an employee of the company; the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service); a family member of the director is, or at any time during the past three years was, an executive officer of the company; - 96 - the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient's consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions); the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or the director or a family member of the director is a current partner of the Company's outside auditor, or at any time during the past three years was a partner or employee of the company's outside auditor, and who worked on the company's audit. We have determined that, Lawrence Lepard, Clynton Nauman, Daniel Oliver, and Thomas Vehrs meet this definition of independence. Item 14. Principal Accountant Fees and Services. The following table shows the fees billed by our company's auditor, Davidson & Company LLP Chartered Professional Accountants, for the fiscal years ended July 31, 2025 and 2024, and a summary of the services provided under each category follows the table: July 31, 2025 (C$) July 31, 2024 (C$) Audit Fees 109,166 87,171 Audit-Related Fees 5,061 - Tax Fees - - All Other Fees - - Audit Fees consist of fees billed for professional services rendered for the audit of the consolidated financial statements and review of the quarterly interim consolidated financial statements. Audit-Related fees consist of the review of SEC comment letters and management responses. Tax Fees consist of tax compliance fees and other tax planning advisory services. All Other Fees: There were no fees billed by Davidson & Company for professional services rendered for other compliance purposes for the years ended July 31, 2025 and 2024. Our Board of Directors has established pre-approval policies and procedures, pursuant to which the Board approved the foregoing audit and audit-related services provided by Davidson & Company in fiscal years 2025 and 2024 consistent with the Board's responsibility for engaging our company's independent auditors. - 97 - PART IV Item 15. Exhibits and Financial Statement Schedules. (a) The following financial statements are being filed as part of this Report: Consolidated Financial Statements of Rise Gold Corp. Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of July 31, 2025 and 2024 Consolidated Statement of Operations and Comprehensive Loss for the years ended July 31, 2025 and 2024 Consolidated Statement of Cash Flows for the years ended July 31, 2025 and 2024 Consolidated Statement of Stockholders' Equity (Deficit) for the years ended July 31, 2025 and 2024 Notes to the Consolidated Financial Statements (b) The following exhibits are being filed as part of this Report: Number Exhibit Description 3.1 Articles of Incorporation, as amended through March 29, 2017 (1) 3.2 Certificate of Change made effective December 16, 2019 (2) 3.3 Certificate of Amendment dated September 18, 2020 (2) 3.4 Bylaws (3) 4.1 Description of Capital Stock (4) 10.1 Incentive Stock Option Plan dated March 23, 2016 (1) 10.2 Employment Agreement with Benjamin Mossman dated as of April 19, 2017 (1) 10.3 April 16, 2018 Amendment to the Employment Agreement with Benjamin Mossman dated as of April 19, 2017 (5) 10.4 Consulting Agreement with Mount Arvon Partners LLC and Joseph Mullin dated as of September 23, 2023 for provision of Chief Executive Officer services ( 6 ) 10.5 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 ) 10.6 Material agreements related to our October 1, 2024 $2.5 million sale of land ( 7 ) 10.7 Material agreements related to our October 1, 2024 $1.8 million sale of land ( 7 ) 10.8 Option Agreement dated November 25, 2024 related to the buyback provision of 66 acres of land sold ( 7 ) - 98 - 13.1 Code of Ethics ( 8 ) 21.1 Subsidiaries of the registrant (1) 23.1 Consent of Davidson & Company 31.1 Certificate of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certificate of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certificate of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certificate of the Chief Financial Officer pursuant to 18 U.S.C. 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 Inline XBRL Taxonomy Schema Linkbase Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) _____________________ (1) Included as an exhibit to our registration statement on Form S-1 filed on September 5, 2017 and incorporated herein by reference. (2) Included as an exhibit to our Form 10-K annual report filed on October 29, 2020 and incorporated herein by reference. (3) Included as an exhibit to our registration statement on Form S-1 filed on February 19, 2008 and incorporated herein by reference. (4) Included as an exhibit to our Form 10-K annual report filed on October 29, 2019 and incorporated herein by reference. (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 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. - 99 - (8) Included as an exhibit to Amendment No. 1 to our Form 10-K annual report filed on October 30, 2008 and incorporated herein by reference. Item 16. Form 10-K Summary. Not applicable. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. RISE GOLD CORP. /s/ Joseph Mullin Joseph Mullin President and Chief Executive Officer Date: October 27, 2025 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Joseph Mullin Joseph Mullin President and Chief Executive Officer (Principal Executive Officer) October 27, 2025 /s/ Mihai Draguleasa Mihai Draguleasa Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) October 27, 2025 /s/ Thomas Vehrs Dr. Thomas Vehrs Director October 27, 2025 /s/ Lawrence Lepard Lawrence Lepard Director October 27, 2025 /s/ Daniel Oliver Jr. Daniel Oliver Jr. Director October 27, 2025 /s/ Clynt Nauman Clynt Nauman Director October 27, 2025 - 100 -