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Item 1. Financial Statements

2025-12-15 compared with 2025-06-16 · 200 added, 231 removed, 380 unchanged (53% of the section changed)

6 unchanged sentences

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

PERIOD ENDED APRIL 30, 2025

PERIOD ENDED OCTOBER 31, 2025

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS:

8 unchanged sentences

(Expressed in United States Dollars)

April 30, 2025

October 31, 2025

July 31, 2025

4 unchanged sentences

Mineral property interests (Note 5)

Deferred financing asset (Note 11)

Note receivable (Note 5)

Deferred financing assset (Note 10)

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable and accrued liabilities

Loan payable (Note 9)

Deposit liability (Note 6)

Payable to related parties (Note 8)

Total current liabilities

Loan payable (Note 9)

Credit facility (Note 10)

2 unchanged sentences

Capital stock, $ 0.001 par value, 400,000,000 shares authorized;

55,785,106 shares issued and outstanding (Note 12)

Shares subscribed in advance (Note 15)

120,370,467 shares issued and outstanding at October 31, 2025 (Note 11)

Additional paid-in capital (Note 11)

10 unchanged sentences

(Expressed in United States Dollars)

ended April 30,

Accretion expense (Note 9 and 11)

Three months ended

October 31, 2025

Three months ended

October 31, 2024

Accretion expense (Note 10)

Directors' fees

3 unchanged sentences

Geological, mineral, and prospect costs (Note 5)

Interest expense (Note 9 and 11)

Interest expense (Note 10)

Professional fees

1 unchanged sentence

Share-based compensation (Note 11)

Gain on fair value adjustment on derivative liability (Note 10)

Impairment of assets held for sale (Note 6)

Loss on note receivable (Note 5)

Write-off of receivable

Interest income

Net loss and comprehensive loss for the period

6 unchanged sentences

(Expressed in United States Dollars)

FOR THE NINE MONTHS ENDED APRIL 30,

Three months ended

October 31, 2025

Three months ended

October 31, 2024

CASH FLOWS FROM OPERATING ACTIVITIES

1 unchanged sentence

Items not involving cash

Impairment of assets held for sale

Interest expense

1 unchanged sentence

Accretion expense

Loss (gain) on fair value adjustment on derivative liability

Loss on settlement of note receivable

Interest income note receivable amortization

Legal expenses added to line of credit facility

Non-cash working capital item changes:

9 unchanged sentences

Proceeds from loan

Shares subscribed in advance

Line of credit repayment

Net cash provided by financing activities

9 unchanged sentences

Capital Stock

Additional Paid-in

Shared subscribed

Additional Paid-in Capital

Cumulative Translation Adjustment

Balance as at July 31, 2024

Loss for the period

Shares subscribed in advance

Share-based compensation

Balance as at October 31, 2023

Loss for the period

Shares issued for cash, net of issuance cost

Warrants issued for loans

Share-based compensation

Balance as at January 31, 2024

Loss for the period

Shares issued for cash, net of issuance cost

Warrants issued for credit facility

Balance as at April 30, 2024

Balance as at October 31, 2024

Balance as at July 31, 2025

Loss for the period

Warrants issued for loans

Shares issued for cash, net of issuance cost

Share-based compensation

Loss for the year

Balance as at October 31, 2025

Loss for the period

Share-based compensation

Balance as at January 31, 2025

Loss for the period

Shares subscribed in advance

Share-based compensation

Balance as at April 30, 2025

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

2 unchanged sentences

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

(Expressed in United States Dollars)

2 unchanged sentences

(the "Company") 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.

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

On April 11, 2012, the Company merged with its wholly owned subsidiary, Patriot Minefinders Inc., a Nevada corporation, to effect a name change to Patriot Minefinders Inc.

On January 14, 2015, the Company completed a name change to Rise Resources Inc.

5 unchanged sentences

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 $ 2,070,760 for the period the nine months ended April 30, 2025 and has accumulated a deficit of $ 32,305,377 .

The accompanying condensed interim 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 incurred a loss of $ 1,349,368 for three months period ended October 31, 2025 and has accumulated a deficit of $ 34,844,343 .

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.

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

The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

At April 30, 2025, the Company had a working capital surplus of $ 576,123 (July 31, 2024 - deficit of $ 1,766,960 ).

Based on working capital at October 31, 2025, management estimates that it does have sufficient funds to continue operations for the ensuing 12 months from the date of these financial statements.

On October 31, 2025, the Company had working capital surplus of $ 8,238,117 (July 31, 2025 - working capital surplus of $ 1,930,258 ).

BASIS OF PREPARATION

5 unchanged sentences

These financial statements follow the same accounting policies in the annual financial statements.

The operating results for the nine months ended April 30, 2025 are not necessarily indicative of the results that may be expected for the year ended July 31, 2025.

The operating results for the three months ended October 31, 2025, are not necessarily indicative of the results that may be expected for the year ending July 31, 2026.

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

(Expressed in United States Dollars)

13 unchanged sentences

CASH AND CASH EQUIVALENTS

As at April 30, 2025, the balance of cash and cash equivalents is $ 2,327,424 (July 31, 2024:

As at October 31, 2025, the balance of cash and cash equivalents is $ 9,414,926 (July 31, 2025:

$ 2,783,348 ) of which $ Nil (July 31, 2025:

$ Nil ) is cash equivalents related to Guaranteed Investment Certificates or other cash equivalents held during the period.

PREPAID EXPENSES

April 30, 2025

October 31, 2025

July 31, 2025

Investor relations

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

(Expressed in United States Dollars)

3 unchanged sentences

July 31, 2025

Proceeds from land contracted for sale

April 30, 2025

October 31, 2025

Title to mineral properties

1 unchanged sentence

Additionally, the potential for problems arising from the frequently ambiguous conveying history characteristic of many mineral properties also exist.

As at April 30, 2025 the Company holds title to the Idaho-Maryland Gold Mine Property.

As of April 30, 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 at October 31, 2025, the Company holds title to the Idaho-Maryland Gold Mine Property.

As of October 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.

14 unchanged sentences

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

(Expressed in United States Dollars)

8 unchanged sentences

On May 14, 2018, the Company completed the purchase of the surface rights by making the final payment of $ 1,300,000 .

As at April 30, 2025, the Company has incurred cumulative exploration expenditures of $ 9,612,798 on the Idaho-Maryland Gold Mine property as follows:

Nine months ended

April 30, 2025

As at October 31, 2025, the Company has incurred cumulative exploration expenditures of $ 9,700,978 on the Idaho-Maryland Gold Mine property as follows:

Three months ended

October 31, 2025

July 31, 2025

1 unchanged sentence

Opening balance

Supplies and office

Total expenditures for the period

3 unchanged sentences

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

(Expressed in United States Dollars)

3 unchanged sentences

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 first agreement covers 16 acres of land for a 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 pays 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 has a fair value of $ 851,852 on November 27, 2024, calculated based on an 8 % interest rate.

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

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 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 a 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.

1 unchanged sentence

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

Discounted fair value on May 27, 2025

Interest income earned to July 31, 2025

Balance at July 31, 2025

Interest income earned to October 31, 2025

Balance at October 31, 2025

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

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

(Expressed in United States Dollars)

Drilling equipment

1 unchanged sentence

At July 31, 2024

At April 30, 2025

At July 31, 2025 and October 31, 2025

Accumulated depreciation

1 unchanged sentence

At July 31, 2024

At April 30, 2025

At July 31, 2025 and October 31, 2025

Total carrying value, July 31, 2023

Total carrying value, July 31, 2024

Assets held for sale

Total carrying value, April 30, 2025

Total carrying value, July 31, 2025 and October 31, 2025

Assets Held for Sale

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

The drilling equipment had a net carrying amount of $ 511,530 and was reclassified as an asset held for sale, with no impairment loss recognized.

In May 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 in June 2025 and was recognized as a deposit liability.

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.

In connection with the sale agreement, a loss of $ 411,530 on the sale of assets was recognized during the year ended July 31, 2025.

The sale was completed when delivery occurred in October 2025, and the $ 100,000 deposit liability was derecognized.

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

(Expressed in United States Dollars)

EQUIPMENT (continued)

Assets Held for Sale

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

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

As a result, the net carrying amount of $ 511,530 has been reclassified to Assets Held for Sale during the year ended July 31, 2024.

The Company performed an assessment of the recoverability of the carrying amount at April 30, 2025 and determined that the drilling equipment should be written down to $ 200,000 , based on the subsequent transacted sale price.

An impairment loss of $ 311,530 was recognized on the Consolidated Interim Statements of Loss and Comprehensive Loss for the period ended April 30, 2025.

On May 16, 2025, the Company entered into an agreement to sell its drilling equipment for a sale price of $ 200,000 .

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

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

Under the terms of the LOI, the Company would acquire 100 % of the issued and outstanding common shares of Wundr.

The Company did not complete the transactions contemplated in the LOI, which the Company announced had expired on January 10, 2014.

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 assessed that the probability of the Claim resulting in an unfavourable outcome and financial loss to the Company is unlikely.

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 has not yet been served with a summons and complaint filed in the citizen suit, but the Company's attorneys have engaged the Community Environmental Advocates Foundation's attorneys in an attempt to informally resolve the allegations without litigation.

The Company denies all allegations contained in the notice.

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

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

Litigation is ongoing.

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

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

2 unchanged sentences

The remuneration of the key management personnel is as follows:

a) Salaries of $ Nil (2024 - $ 89,526 ) to the previous CEO of the Company.

Consulting fees of $ 99,000 (2024 - $ 80,556 and $ 88,716 ) to the CEO and an advisor of the Company.

b) Consulting fees of $ 29,870 (2024 - $ NIL ) to the CFO of the Company

c) Director fees of $ 70,000 (2024 - $ 88,022 ) to directors of the Company.

d) During the period ended April 30, 2025, the Company paid $ 64,206 (2024 - $ 99,572 ) in professional and consulting fees to a company controlled by a former director of the Company.

a) During the three-month period ended October 31, 2025, consulting fees of $ 33,000 (October 31, 2024 - $ 33,000 ) to the CEO of the Company;

b) During the three-month period ended October 31, 2025, director fees of $ 20,000 (October 31, 2024 - $ 30,000 ) to directors of the Company.

c) During the three-month period ended October 31, 2025, consulting fees of $ 21,298 (October 31, 2024 - $ Nil ) to a company controlled by the CFO of the Company.

d) During the three-month period ended October 31, 2025, the Company paid $ Nil (October 31, 2024 - $ 32,337 ) in professional and consulting fees to a company controlled by a former director of the Company.

e) Share-based compensation of $ 518,140 (October 31, 2024 - $ 162,508 ) for options and deferred share units ("DSUs") granted during the period ended.

f) As at October 31, 2025, and July 31, 2025, $ 224,463 and $ 187,801 were owed to related parties, respectively.

g) During the three-month period ended October 31, 2025, certain directors and officers purchased in a private placement of the Company an aggregate of 1,080,000 shares of the Company at a price of $ 0.25 per share for total gross proceeds of $ 270,000 ($ Nil - October 31, 2024).

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

(Expressed in United States Dollars)

RELATED PARTY TRANSACTIONS (continued)

e) Share-based compensation of $ 258,415 (2024 - $ 166,619 ) for options granted and vested during the period ended.

f) As at April 30, 2025 and July 31, 2024, $ 179,644 and $ 128,949 were owed to related parties, respectively.

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

h) A director of the Company is a manager of a private company which manages Myrmikan Gold Fund, LLC, a company that provided a secured loan to the Company's wholly owned subsidiary, Rise Grass Valley in 2024.

i) During the nine months period ended April 30, 2024, certain directors of the Company purchased an aggregate of 7,969,067 units of the private placement for gross proceeds of $ 972,300 ( NIL - for the period ended April 30, 2025)

LOANS PAYABLE

a) Eridanus Loan

Balance, July 31, 2023

5 unchanged sentences

Issuance costs

Balance, April 30, 2025

a) Eridanus Loan

Loss on settlment of loan

Balance, July 31, 2025 and October 31, 2025

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

10 unchanged sentences

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

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

(Expressed in United States Dollars)

LOANS PAYABLE (continued)

a) Eridanus Loan (continued)

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.

1 unchanged sentence

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

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

February 17, 2023

Risk-free interest rate

Expected life of warrants

Expected annualized volatility

Share price at grant date

Exercise price

Forfeiture rate

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.

3 unchanged sentences

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

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

(Expressed in United States Dollars)

LOAN PAYABLE (continued)

a) Eridanus loan (continued)

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

7 unchanged sentences

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

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

(Expressed in United States Dollars)

LOAN PAYABLE (continued)

b) Myrmikan Loan

5 unchanged sentences

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

Myrmikan Loan Payable

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

Balance, July 31, 2024

Issuance costs

Interest expense

Accretion expense

Balance, April 30, 2025

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

October 10, 2024

Risk-free interest rate

Expected life of warrants

Expected annualized volatility

Share price at grant date

Exercise price

Forfeiture rate

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

Issuance costs

Loss on settlement of loan

Balance, July 31, 2025 and October 31, 2025

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

(Expressed in United States Dollars)

DERIVATIVE LIABILITY

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

These warrants are considered to be a derivative as a variable amount of cash in the Company's functional currency 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 a derivative liability.

The following table shows a continuity of the Company's derivative liability:

Warrant derivative

Number of warrants

accounted for as

derivative liability

Balance, July 31, 2023

Fair value adjustment

Balance, July 31, 2024

Fair value adjustment

Balance, April 30, 2025

For the nine month period ended April 30, 2025, the Company recorded a total loss/gain on fair value of derivative liability of $ Nil during the period (April 30, 2024 - gain of $ 137,457 ).

For the period ended April 30, 2025, the 2,291,322 warrants expired unexercised.

LOAN PAYABLE (continued)

b) Myrmikan Loan (continued)

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

July 31, 2024

October 10, 2024

Risk-free interest rate

1 unchanged sentence

Expected annualized volatility

Share price at grant date

Exercise price

Forfeiture rate

11 unchanged sentences

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

(Expressed in United States Dollars)

CREDIT FACILITY (continued)

The following are the continuity schedules of the Credit Facility and Deferred Financing asset:

Credit Facility

10 unchanged sentences

Accretion expense

Balance, April 30, 2025

Balance, July 31, 2025

Principal amount

Interest expense

Issuance costs

Accretion expense

Balance, October 31, 2025

Deferred Financing Asset

4 unchanged sentences

Allocation to credit facility

Balance, April 30, 2025

Balance, July 31, 2025

Accretion expense

Balance, October 31, 2025

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

6 unchanged sentences

Forfeiture rate

After the period ending October 31, 2025, the Company agreed with the lender to cancel the credit facility and paid the outstanding balance.

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

(Expressed in United States Dollars)

1 unchanged sentence

Private Placements

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.

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 $ 0.082 per unit, with each unit comprising one share of common stock and one-half of one share purchase warrant.

Each whole warrant entitles the holder to acquire one share of common stock at an exercise price of $ 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 $ 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 October 24, 2025, the Company completed a non-brokered private placement of $ 7,000,000 through the issuance of 28,000,000 units at a price of $ 0.25 per unit, with each unit comprising one share of common stock and one share purchase warrant.

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

The Company paid finder's fees of $ 1,500 and issued a total of 6,000 finder's warrants, with each finder's warrant entitling the holder to acquire one share of common stock at a price of $ 0.45 until October 24, 2028.

Stock Options

On October 30, 2025, the Company granted a total of 1,445,469 stock options to directors, officers, and consultants of the Company.

The stock options are exercisable at a price of $ 0.25 per share until October 30, 2030.

The Company recognized a share-based compensation expense of $ 277,411 in connection with this grant.

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 $ 0.10 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 will vest over six calendar quarters.

The stock options have a fair value of $ 81,455 and are exercisable at a price of $ 0.10 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.

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.

The stock options are exercisable at a price of $ 0.11 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.

As at April 30, 2025, the Company recorded share-based compensation of $ 91,755 on the statement of loss and comprehensive loss in connection with this grant.

A total of 2,013,500 in stock options held by a director of the Company were cancelled.

The stock options are exercisable at a price of $ 0.10 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.

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

(Expressed in United States Dollars)

1 unchanged sentence

Stock Options (continued)

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

The options are exercisable into common shares of the Company at $ 0.17 (C$ 0.25 ) 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.

As at April 30, 2025, the Company recorded share-based compensation of $ 21,790 (July 31, 2024 - $ 31,849 ) on the statement of loss and comprehensive loss in connection with this grant.

On May 1, 2024, the Company granted a total of 592,238 stock options with a fair value of $ 82,673 to directors of the Company.

The stock options are exercisable at a price of $ 0.17 (C$ 0.25 ) per share until May 1, 2029.

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 as at April 30, 2025:

The following incentive stock options were outstanding as at October 31, 2025:

February 7, 2027

5 unchanged sentences

March 25, 2030

As at April 30, 2025, the aggregate intrinsic value of the Company's stock options is $ Nil (2024 - $ Nil ).

As at April 30, 2025, the Company has 5,420,371 options issued and outstanding where 4,153,099 options are exercisable as at April 30, 2025 with a weighted average exercise price of $ 0.20 .

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

(Expressed in United States Dollars)

CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL (continued)

Stock Options (continued)

October 30, 2030

As at October 31, 2025, the aggregate intrinsic value of the Company's stock options is $ 890,270 (July 31, 2025 - $ 443,246 ).

As at October 31, 2025, the Company has 10,185,840 options issued, outstanding, and exercisable with a weighted average exercise price of $ 0.16 .

Stock option transactions are summarized as follows:

2 unchanged sentences

Exercise Price ($)

Balance outstanding and exercisable, July 31, 2023

Options granted

Options expired

Balance outstanding, July 31, 2024

1 unchanged sentence

Options expired and cancelled

Balance outstanding, April 30, 2025

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

March 25, 2025

October 21, 2024

Balance outstanding and exercisable, July 31, 2025

Options granted

Balance outstanding and exercisable, October 31, 2025

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

(Expressed in United States Dollars)

CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL (continued)

Stock Options (continued)

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of stock options issued during the period ended October 31, 2025 and year ended July 31, 2025:

Risk-free interest rate

Expected life of stock options

Expected annualized volatility

Forfeiture rate

September 20,

2 unchanged sentences

Expected annualized volatility

Share price at grant date

Forfeiture rate

Deferred Share Units ("DSUs)

On October 30, 2025, the Company granted 1,365,854 DSUs to certain directors.

The DSUs are fully vested and can be exercised and converted to shares upon termination of service.

Based on the Company's October 30, 2025 share price of $ 0.21 , a stock-based compensation of $ 286,829 was recognized.

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.

The Company has in place a Long-Term Incentive Plan which provide for the award of Restricted Share Units ("RSUs"), Performance Share Units ("PSUs"), Deferred Share Units ("DSUs"), Stock Appreciation Rights ("SARs") and options to purchase Shares ("Options" and together with RSUs, PSUs, DSUs and SARs, "Awards") to directors, officers, employees, management Company Employees, and consultants.

The maximum aggregate number of Awards, at any point, shall not exceed 10 % of the total number of issued and outstanding shares of the Company on a non-diluted basis at such point in time.

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

(Expressed in United States Dollars)

CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL (continued)

The following warrants were outstanding at April 30, 2025:

The following warrants were outstanding at October 31, 2025:

November 7, 2025

1 unchanged sentence

December 7, 2025

February 5, 2028

April 9, 2026

2 unchanged sentences

April 29, 2027

February 5, 2028

September 12, 2028

October 10, 2028

October 24, 2028

Warrant transactions are summarized as follows:

2 unchanged sentences

Exercise Price ($)

Balance, July 31, 2023

Warrants issued

Warrants expired

Balance, July 31, 2024

Warrants issued

Balance outstanding, July 31, 2024

Warrants granted

Warrants expired

Balance, April 30, 2025

Balance outstanding, July 31, 2025

Warrants granted

Balance outstanding, October 31, 2025

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED APRIL 30, 2025

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

(Expressed in United States Dollars)

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

During the nine-month periods ended April 30, 2025 and 2024, the Company had the following non-cash financing and investing activities:

For the period ended April 30, 2025:

a) The Company accrued $ 220,708 of interest expense as part of the outstanding balance of loan payable and line of credit.

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

d) The Company allocated $ 28,061 to deferred financing asset.

For the period ended April 30, 2024:

a) The Company accrued $ 192,230 of interest expense as part of the outstanding balance of loan payable.

During the three-month periods ended October 31, 2025 and 2024, the Company had the following non-cash financing and investing activities:

For the period ended October 31, 2025:

a) The Company accrued $ 3,915 of interest expense as part of the outstanding balance of the credit facility.

b) Share issuance costs of $ 4,269 are included in accounts payable at October 31, 2025.

c) Note receivable of $ 1,197,060 at October 31, 2025 is for mineral property recovery.

d) Sale of equipment for $ 100,000 which offsets the deposit liability.

e) The Company allocated $ 8,018 from deferred financing asset.

For the period ended October 31, 2024:

a) The Company accrued $ 96,201 of interest expense as part of the outstanding balance of loan payable and 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 .

SEGMENTED INFORMATION

4 unchanged sentences

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.

SUBSEQUENT EVENTS

On May 9, 2025, the Company closed financing and raised $ 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 warrant.

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.

On May 16, 2025, the Company entered into an agreement to sell its drilling equipment for a sale price of $ 200,000 .

On May 22, 2025, the Company granted a total of 3,320,000 stock options to directors, officers, and consultants of the Company.

The stock options are exercisable at a price of US$ 0.10 per share until May 22, 2030.

The vesting of certain stock options issued on May 1, 2024, September 19, 2024 and March 25, 2025 has been accelerated such that all 5,420,371 outstanding stock options of the Company are now fully vested.

On May 27, 2025, the Company closed the second sale agreement covering 50 acres of land for total sale price of $ 2,500,000 .

SUBSEQUENT EVENT

Subsequent to the period ending October 31, 2025, 1,000,000 DSUs and 1,650,000 stock options were exercised at $ 0.10 per option and converted into shares of the Company for proceeds of $ 165,000 .

2,724,769 warrants expired unexercised, and 2,660,000 stock options exercisable for a period of five years at $ 0.18 were granted to the directors and officers of the Company.

Subsequent to the period ending October 31, 2025, the Company negotiated with the lender the cancelation of the credit facility and paid the outstanding balance.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements