What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-12-15 compared with 2025-06-16 · 71 added, 92 removed, 92 unchanged (64% of the section changed)

14 unchanged sentences

We are a reporting issuer in British Columbia, Alberta, and Ontario in Canada.

Our common stock is also currently traded in the United States on the OTC Market under the symbol "RYES".

Our common stock is also currently traded in the United States on the OTCQB Market under the symbol "RYES".

We are an SEC reporting company by virtue of our class of common stock being registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Business Development

Developments in our Company's business include the following:

Update on the Legal Efforts Regarding the Vested Right to Mine at the I-M Mine Property

On September 6, 2023, the Company submitted a petition to Nevada County, California (the "County") asserting its constitutionally protected vested right to mine at the I-M Mine Property without a use permit.

On December 13 and 14, 2023, the Board of Supervisors of the County (the "Board") held a public hearing regarding the Company's petition and the Board adopted a resolution rejecting the Company's vested rights petition to operate the I-M Mine Property.

On May 13, 2024, the Company submitted a Writ of Mandamus (the "Writ") to the Superior Court of California for the County of Nevada (the "Court") asking the Court to compel the Board to follow applicable law and grant Rise recognition of its vested right to operate the I-M Mine Property.

Subsequent to filing the Writ, Rise sold three non-core surface parcels to repay debt and obtain the funds necessary to litigate the writ.

The County brought a motion for summary judgement in the writ proceedings, arguing that Rise had lost standing because of the sale of the parcels.

On August 8, 2025, the Court rejected the County's motion, ruling:

"Rise [has] a beneficial interest in the mine property it owns that is the subject of its vested right petition:

if its vested right to mine is recognized, Rise possesses all of the surface and mineral estate necessary to begin mining."

On September 12, 2025, the Court signed a stipulation from the County and Rise providing that Rise would submit its initial brief on the case on September 15, 2025, the County will submit its opposition by November 18, 2025, Rise will reply by December 5, 2025, and oral arguments will take place on January 9, 2026.

Other Business Development

On November 20, 2025, the Company appointed David Watkison as President and CEO of Rise Gold Corp and President of the Company's wholly owned operating subsidiary, Rise Grass Valley Inc.

Watkinson has also been appointed as a Director of the Company.

Watkinson replaced Joseph Mullin as President, CEO and Director.

Mullin resigned from his positions with the Company on November 20, 2025, in order to pursue other opportunities.

On November 20, 2025, the Company granted a total of 2,660,000 stock options to directors, officers, and consultants of the Company pursuant to the terms of the Company's Long Term Incentive Plan dated October 17, 2025.

The stock options are exercisable at a price of $0.18 per share until November 20, 2030.

On the same day, 1,000,000 DSUs and 1,650,000 stock options at $0.10 were exercised and converted to shares of the Company.

On November 19, 2025, the Company held its Annual General Meeting.

All resolutions were passed, including the re-appointment of Davidson & Company LLP, Chartered Professional Accountants, as auditor until the next annual meeting, and approval of the Corporation's long-term incentive plan.

Daniel Oliver was appointed Chairman of the Board.

On November 4, 2025, the Company announced that it has commenced a review of historical data indicating that the Company's wholly owned Idaho-Maryland mine may contain significant amounts of tungsten, a metal listed in the U.S.

Department of Energy's 2023 DOE Critical Metals List.

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.

On October 24, 2025, the Company closed a financing and raised $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 whole 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.

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

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.

On May 9, 2025, the Company closed a financing and raised $3,000,000 through the issuance of up to 36,585,361 units at a price of US$0.082 per Unit (~CDN$0.11), 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 (~CDN$0.21) for a period of three years from the date of issuance.

On May 8, 2025, the Company closed a financing and raised $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.

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 are exercisable at a price of US$0.10 per share until March 25, 2030.

The stock options are exercisable at a price of $0.10 per share until March 25, 2030.

On November 27, 2024, the Company announced it had contracted to sell 66 acres of industrial land located adjacent to the Company's I-M Mine Property for $4.3 million.

5 unchanged sentences

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

The second sale agreement covers 50 acres of land for total sale price of $2.5 million and closed on May 27, 2025, at which point half of the sale price will be due, with the other half due on May 27, 2027.

Commencing on the closing date, the buyer will pay monthly interest at an annual rate of 5% per year on the balance of the purchase price until it is paid in full.

The second sale agreement covers 50 acres of land for total sale price of $2.5 million and closed on May 27, 2025, at which point half of the sale price was due, with the other half due on May 27, 2027.

Commencing on the closing date, the buyer is required to 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 Company 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.

8 unchanged sentences

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

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

The Loan was secured against the assets of the Company and its subsidiary.

Daniel Oliver Jr., a director of the Company (a related party) is the managing member of the Lender.

Oliver disclosed his interest in the transaction and abstained from voting on the Company's resolution approving the Loan.

The Company repaid the loan and accrued interest in full in May 2025.

On September 20, 2024, the Company granted 1,006,750 stock options to the Company's President and CEO.

The stock options are exercisable at a price of $0.10 per share until September 20, 2029.

On September 10, 2024, the Company finalized the amended debt agreement with Eridanus Capital LLC ("Eridanus") to extend an existing loan by one year to September 4, 2025 along with a reduction in interest rate to 15% per annum for a period of 12 months (commencing September 4, 2024).

On September 10, 2024, the Company finalized an amended debt agreement with Eridanus Capital LLC ("Eridanus") to extend an existing loan by one year to September 4, 2025 along with a reduction in interest rate to 15% per annum for a period of 12 months (commencing September 4, 2024).

The Company issued 1,700,000 share purchase warrants at an exercise price of $0.115 to Eridanus as consideration for the extension.

1 unchanged sentence

Eridanus directed that 340,000 of the 1,700,000 share purchase warrants be issued to Daniel Oliver Jr., a member of Eridanus, and a director of the Company.

On May 13, 2024, the Company reported that it had submitted a Writ of Mandamus to the Superior Court of California (the "Court") asking the Court to compel the Board of Supervisors of Nevada County (the "Board of Supervisors") to follow applicable law and grant recognition of the Company's vested right to operate our I-M Mine Property.

The Company's position in this matter is that the Board of Supervisors' December 2023 decision to deny the Company's vested rights petition adversely infringed on our fundamental and constitutional property rights.

The Company contends that the Court is compelled to use its independent judgement and consider the administrative record de novo (i.e., "afresh" or "from the beginning") and without deference to the Board of Supervisors arguments or conclusions.

On May 1, 2024, the Company granted a total of 1,004,479 stock options to directors and an officer of the Company.

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

On April 29, 2024, the Company completed a non-brokered private placement over two tranches for gross proceeds totalling $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 February 20, 2024, the Company announced that the Board of Supervisors adopted a resolution in a public hearing on February 16, 2024, denying the Company's application for a Use Permit to allow the re-opening of the I-M Mine Property and not certifying the "FEIR".

On February 6, 2024, the Company entered into a credit facility arrangement with an arm's length lender that also provides services to the Company.

Pursuant to the arrangement, each month, the lender will defer and add to the loan principal an amount equal to half of the fees billed by the lender up to $1,000,000.

Amounts loaned will bear interest at a rate of 12% per annum compounded annually and will be due four years from the date of the arrangement.

The Company may repay any amounts owing under the credit facility at any time without penalty.

In connection with the credit facility, the Company has issued 1,000,000 non-transferable share purchase warrants to the lender, with each warrant exercisable into one share of common stock of the Company at a price of $0.16 per share for a period of four years from the date of issuance.

In addition, for each $100,000 loaned under the arrangement, the Company has agreed to issue to the lender 200,000 additional non-transferable warrants ("Additional Warrants").

Each Additional Warrant will be exercisable into one share of common stock of the Company at any time within a four-year period from the date of issuance at an exercise price equal to the market price of the shares of the Company on grant.

On December 13 and 14, 2023, the Board of Supervisors held a public hearing regarding the Company's Petition and the Board of Supervisors adopted a resolution rejecting the Company's vested rights petition to operate the I-M Mine Property.

To view the full version of the December 14, 2023 press release, please visit https://www.risegoldcorp.com/news_items.

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 per share until December 12, 2028.

On December 7, 2023, the Company announced that it had completed two tranches of non-brokered private placements that total $967,957 through the sale of 5,377,541 total units 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.

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.

On September 26, 2023, the Company granted a total of 397,780 stock options to officers and directors of the Company.

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

The Company appointed Joseph Mullin as President and CEO of the Company as at September 25, 2023.

Ben Mossman will continue in his position as a director of the Company and serve as an advisor.

The Company also appointed two new directors in Clynton Nauman on September 7, 2023, and Daniel Oliver Jr.

on July 10, 2023.

On September 6, 2023, the Company submitted a Petition to the County of Nevada, California (the "County") asserting its vested right to mine at the I-M Mine Property.

The Company's position as demonstrated in the Petition is that mining operations on the I-M Mine Property are a vested use, protected under the California and federal Constitutions, and a use permit is not required for mining operations to continue.

The Company owns the I-M Mine Property consisting of 175 acres of surface land and a 2,560 acre mineral estate (the "Vested Mine Property"), located in the County.

Before the I-M Mine Property was consolidated into its current configuration in 1941, it existed as multiple historical mines and operations.

For the vested right to be recognized by the County, the Company needs to demonstrate the fact that mine operations were being conducted both before and immediately after the County first required a permit to mine in 1954.

The Petition and its exhibits are replete with historical evidence that mining was conducted at the I-M Mine Property prior to, during, and after 1954, when the County first required a use permit.

Once vested, this right to mine endures unless it is abandoned.

Abandonment only occurs if two conditions are met:

(1) there is evidence of a property owner's actual intent to abandon the vested mining right;

and (2) an overt act (or failure to act) demonstrating such intent.

The California Supreme Court has held that a vested mining right is not abandoned merely because the mine has been inactive for periods of time, and the Court has found that cessation of use alone does not constitute abandonment of a mine.

The evidence set out in the Petition establishes the various previous owners evidenced their intent to retain the vested right to mine by continuously recording mineral reservations, entering into leases, and making plans for resuming mining in the future, even when mining operations were suspended.

There is no evidence that any owner of the I-M Mine Property intended to abandon the vested mining right or took an overt act demonstrating that intent (let alone both).

In addition, the vested right was already confirmed in 1980 by the County.

The Company is subject to the vested rights being confirmed by the County.

A decision on the Petition is not discretionary, rather the Board of Supervisors must decide whether to confirm the vested rights by reviewing the historical facts in light of how the California Supreme Court has interpreted the relevant legal principles.

The Company repaid the Eridanus loan in full in May 2025.

Plan of Operations

As at April 30, 2025, the Company had a cash balance of $ $2,327,424, compared to a cash balance of $243,669 as at July 31, 2024.

Our plan of operations for the next 12 months is to continue to review litigation options in pursuit of protecting the Company's property rights under both California state and US federal laws, including asserting its 5th Amendment rights under the US Constitution and other due process rights under the 14th Amendment of the US Constitution.

The Company is also asking the Court to overturn the County of Nevada's decision denying the Company's Vested Mining Rights.

On May 13, 2024, the Company reported that we had submitted a Writ of Mandamus to the Superior Court of California (the "Court") asking the Court to compel the Board of Supervisors of Nevada County (the "Board of Supervisors") to follow applicable law and grant recognition of the Company's vested right to operate our I-M Mine Property.

As at October 31, 2025, the Company had a cash balance of $ $9,414,926, compared to a cash balance of $ $2,783,348 as at July 31, 2025.

Our plan of operations for the next 12 months is to continue the litigation in pursuit of protecting the Company's property rights under both California state and U.S.

federal laws.

With a larger cash balance available now, the Company will also aim to continue the work it already started to assess the potential supply of tungsten at the I-M Mine Property.

11 unchanged sentences

During the year ended July 31, 2023, and until September 23, 2023, the Company had one full-time employee, which was the former Chief Executive Officer and President, who now serves as an advisor to the Company.

Our current Chief Executive Officer and President provides services pursuant to a consulting agreement, and other officers and directors provide services to us on an as-needed Basis.

Our former Chief Executive Officer and President, Joseph Mullin, provided services pursuant to a consulting agreement.

As of November 20, 2025, our new Chief Executive Officer and President, David Watkinson, is an employee of the Company.

Other officers and directors provide services to us on an as-needed basis.

We plan to rely on their efforts, as well as those of a number of independent consultants, to manage our operations for the foreseeable future.

8 unchanged sentences

Results of Operations

For the Periods Ended April 30, 2025 and 2024

ended April 30,

Accretion expense (Note 9 and 11)

For the Periods Ended October 31, 2025 and 2024

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

Basic and diluted loss per common share

Weighted average number of common shares outstanding (basic and diluted)

The Company's operating results for the periods ended April 30, 2025 and 2024 are summarized as follows:

The main difference in operating expenses during the two periods was largely due to higher non-cash share-based compensation recorded in connection with the stock options and DSUs granted during 2025 as well as higher professional fees incurred in 2025 in connection with the I-M Mine Property litigation pursuit.

The Company's operating results for the periods ended October 31, 2025 and 2024 are summarized as follows:

Liquidity and Capital Resources

Working Capital

At April 30, 2025

At July 31, 2025

At July 31, 2023

Current Assets

1 unchanged sentence

Working Capital

For the nine-month

period ended April

For the nine-month

period ended April

For the three-month

October 31, 2025

For the three-month

October 31, 2024

Net Cash used in Operating Activities

Net Cash from Investing Activities

Net Cash provided by /(used in) Financing Activities

Net Cash from in Investing Activities

Net Cash provided by Financing Activities

Net increase/(decrease) in Cash During the Period

As of April 30, 2025, the Company had $2,327,424 in cash, $2,638,570 in current assets, $ $5,088,693 in total assets, $2,062,447 in current liabilities and $336,140 in non-current liabilities, a working capital surplus of $576,123 and an accumulated deficit of $32,305,377.

During the nine-month period ended April 30, 2025, the Company used $849,659 (2024 - $1,826,580) in net cash on operating activities.

The difference in net cash used in operating activities during the two periods was largely due to the professional fees related to the Use Permit and Vested Rights petition..

The Company had $1,614,349 cash received from investing activities during the nine-month period ended April 30, 2025 (April 30, 2024 - $Nil) from the contracts to sell the 66 acres of land.

For the nine-month period ended April 30, 2025, the Company had a positive net cash of $1,319,065 (2024 - positive $1,698,598) from financing activities related to loans received and private placements and payments made towards the outstanding loans.

As of October 31, 2025, the Company had $9,414,926 in cash, $9,570,980 in current assets, $11,033,149 in total assets, $1,332,863 in current liabilities and $228,098 in non-current liabilities, a working capital of $8,238,117 and an accumulated deficit of $34,844,343.

During the three-month period ended October 31, 2025, the Company used $366,922 (October 31, 2024 - $454,984) in net cash on operating activities.

The Company had $Nil received from investing activities during the three-month period ending October 31, 2025 (October 31, 2024 - $21,000).

The Company received net cash of $6,998,500 from financing activities related to a private placement during the three-month period ended October 31, 2025.

$470,000 was received during the three-month period ended October 31, 2024 from financing activities related to the loan received and credit facility payment.

The Company expects to operate at a loss for at least the next 12 months.

With the recent financing activities in the month of May 2025, the Company expects to be able to continue its planned operations until 2027.

However, the Company cannot provide any assurance that additional funding will be available in the future to finance its operations on acceptable terms in order to enable it to carry out its business plan.

On October 24, 2025, the Company raised $7,000,000 through issuance of securities.

Based on current working capital available, management estimates that it does have sufficient funds to continue as a going concern.

It has no agreements for additional financing and cannot provide any assurance that additional funding will be available to finance its operations on acceptable terms in order to enable it to carry out its business plan long term.

There are no assurances that the Company will be able to complete further sales of its common stock or any other form of additional financing

If the Company is unable to achieve the financing necessary to continue its plan of operations, then it will not be able to carry out any exploration work on the Idaho-Maryland Property or the other properties in which it owns an interest and its business may fail.

As such, these material uncertainties cast a substantial doubt regarding the Company's ability to continue as a going concern.

Off Balance Sheet Arrangements

3 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis