Rise Gold Corp. 10-Q

ITEM 1. FINANCIAL STATEMENTS. The condensed consolidated interim financial statements of Rise Gold Corp. ("we", "us", "our", the "Company", or the "registrant"), a Nevada corporation, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, the condensed consolidated interim financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company in the Company's Form 10-K for the fiscal year ended July 31, 2025. RISE GOLD CORP. (AN EXPLORATION STAGE COMPANY) CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PERIOD ENDED OCTOBER 31, 2025 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS: Page Consolidated Interim Balance Sheets 1 Consolidated Interim Statements of Loss and Comprehensive Loss 2 Consolidated Interim Statements of Cash Flows 3 Consolidated Interim Statements of Stockholders' Equity 4 Notes to Unaudited Consolidated Interim Financial Statements 5 RISE GOLD CORP. (An Exploration Stage Company) CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS (Expressed in United States Dollars) (Unaudited) AS AT October 31, 2025 July 31, 2025 ASSETS Current Cash and cash equivalents (Note 3) $ 9,414,926 $ 2,783,348 Receivables 14,017 23,057 Prepaid expenses (Note 4) 142,037 74,274 Assets held for sale (Note 6) - 100,000 Total current assets 9,570,980 2,980,679 Non-current Mineral property interests (Note 5) 197,499 197,499 Note receivable (Note 5) 1,197,060 1,188,701 Deferred financing assset (Note 10) 67,610 75,628 Total assets $ 11,033,149 $ 4,442,507 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Accounts payable and accrued liabilities $ 1,108,400 $ 762,620 Deposit liability (Note 6) - 100,000 Payable to related parties (Note 8) 224,463 187,801 Total current liabilities 1,332,863 1,050,421 Non-current Credit facility (Note 10) 228,098 129,001 Total liabilities 1,560,961 1,179,422 Stockholders’ equity Capital stock, $ 0.001 par value, 400,000,000 shares authorized; 120,370,467 shares issued and outstanding at October 31, 2025 (Note 11) 120,370 92,370 Additional paid-in capital (Note 11) 44,300,245 36,769,774 Cumulative translation adjustment ( 104,084 ) ( 104,084 ) Deficit ( 34,844,343 ) ( 33,494,975 ) Total stockholders' equity 9,472,188 3,263,085 Total liabilities and stockholders' equity $ 11,033,149 $ 4,442,507 Nature and continuance of operations (Note 1) Contingency (Note 7) Subsequent events (Note 14) The accompanying notes are an integral part of these condensed consolidated interim financial statements. 1 RISE GOLD CORP. (An Exploration Stage Company) CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (Expressed in United States Dollars) (Unaudited) Three months ended October 31, 2025 Three months ended October 31, 2024 EXPENSES Accretion expense (Note 10) $ 8,018 $ 29,859 Consulting 50,028 55,106 Directors' fees 20,000 30,000 Filing and regulatory 25,716 23,997 Foreign exchange (gain) loss 2,794 2,127 General and administrative 113,595 74,365 Geological, mineral, and prospect costs (Note 5) 64,644 45,162 Interest expense (Note 10) 3,915 96,201 Professional fees 513,775 100,881 Promotion and shareholder communication 24,000 8,187 Share-based compensation (Note 11) 564,240 162,508 Loss $ ( 1,390,725 ) $ ( 628,393 ) Interest income 41,357 - Net loss and comprehensive loss for the period $ ( 1,349,368 ) $ ( 628,393 ) Basic and diluted loss per common share $ ( 0.01 ) $ ( 0.01 ) Weighted average number of common shares outstanding (basic and diluted) 94,524,313 55,785,106 The accompanying notes are an integral part of these condensed consolidated interim financial statements. 2 RISE GOLD CORP. (An Exploration Stage Company) CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (Expressed in United States Dollars) (Unaudited) Three months ended October 31, 2025 Three months ended October 31, 2024 CASH FLOWS FROM OPERATING ACTIVITIES Loss for the period $ ( 1,349,368 ) $ ( 628,393 ) Items not involving cash Interest expense 3,915 96,201 Share-based compensation 564,240 162,508 Accretion expense 8,018 29,859 Interest income note receivable amortization ( 8,359 ) - Legal expenses added to line of credit facility 95,182 - Non-cash working capital item changes: Receivables 9,040 10,818 Prepaid expenses ( 67,763 ) ( 34,677 ) Accounts payable and accrued liabilities 341,511 ( 50,373 ) Related party payables 36,662 ( 40,927 ) Net cash used in operating activities ( 366,922 ) ( 454,984 ) CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from mineral property contracted for sale - 21,000 Net cash provided by investing activities - 21,000 CASH FLOWS FROM FINANCING ACTIVITIES Private placement, net of issuance cost 6,998,500 - Proceeds from loan - 500,000 Line of credit repayment - ( 30,000 ) Net cash provided by financing activities 6,998,500 470,000 Change in cash and cash equivalents for the period 6,631,578 36,016 Cash and cash equivalents, beginning of period 2,783,348 243,669 Cash and cash equivalents, end of period $ 9,414,926 $ 279,685 Supplemental disclosure with respect to cash flows (Note 12) The accompanying notes are an integral part of these condensed consolidated interim financial statements. 3 RISE GOLD CORP. (An Exploration Stage Company) CONDENSED CONSOLIDATED INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY (Expressed in United States Dollars) (Unaudited) Capital Stock Additional Paid-in Capital Cumulative Translation Adjustment Number Amount Deficit Total Balance as at July 31, 2024 55,785,106 $ 55,785 $ 32,660,586 $ ( 104,084 ) $ ( 30,234,617 ) $ 2,377,670 Warrants issued for loans - - 488,775 - - 488,775 Share-based compensation - - 162,508 - - 162,508 Loss for the period - - - - ( 628,393 ) ( 628,393 ) Balance as at October 31, 2024 55,785,106 $ 55,785 $ 33,311,869 $ ( 104,084 ) $ ( 30,863,010 ) $ 2,400,560 Balance as at July 31, 2025 92,370,467 $ 92,370 $ 36,769,774 $ ( 104,084 ) $ ( 33,494,975 ) $ 3,263,085 Shares issued for cash, net of issuance cost 28,000,000 28,000 6,966,231 - - 6,994,231 Share-based compensation - - 564,240 - - 564,240 Loss for the year - - - - ( 1,349,368 ) ( 1,349,368 ) Balance as at October 31, 2025 120,370,467 $ 120,370 $ 44,300,245 $ ( 104,084 ) $ ( 34,844,343 ) $ 9,472,188 The accompanying notes are an integral part of these condensed consolidated interim financial statements. 4 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) (Unaudited) 1. NATURE AND CONTINUANCE OF OPERATIONS Rise Gold Corp. (the "Company") was originally incorporated as Atlantic Resources 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. in the same manner. On March 29, 2017, the Company changed its name to Rise Gold Corp. These mergers were carried out solely for the purpose of effecting these changes of names. On September 18, 2020, the Company increased its authorized capital from 40,000,000 shares to 400,000,000 shares. On January 29, 2016, the Company completed an initial public offering in Canada and began trading on the Canadian Securities Exchange ("CSE") on February 1, 2016. The Company is in the early stages of exploration and as is common with any exploration company, it raises financing for its acquisition activities. The accompanying 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. 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 ). 2. BASIS OF PREPARATION Generally Accepted Accounting Principles These unaudited condensed consolidated interim financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America ("US GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC") for financial information with the instructions to Form 10-Q and Regulation S-K. Results are not necessarily indicative of results which may be achieved in the future. The unaudited condensed consolidated interim financial statements should be read in conjunction with the Company's Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with Management's Discussion and Analysis, for the year ended July 31, 2025. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such SEC rules and regulations. These financial statements follow the same accounting policies in the annual financial statements. 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. 5 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) (Unaudited) 2. BASIS OF PREPARATION (continued) Basis of Consolidation These condensed consolidated interim financial statements include the accounts of the Company and its wholly owned subsidiary, Rise Grass Valley Inc. All significant intercompany accounts and transactions have been eliminated on consolidation. Subsidiaries Subsidiaries are all entities over which the Company has exposure to variable returns from its involvement and has the ability to use power over the investee to affect its returns. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company until the date on which control ceases. The accounts of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Intercompany transactions, balances, and unrealized gains or losses on transactions are eliminated upon consolidation. Use of Estimates The preparation of these financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant areas requiring the use of estimates include the carrying value and recoverability of mineral properties and the recognition of deferred tax assets based on the change in unrecognized deductible temporary tax differences. Actual results could differ from those estimates and would impact future results of operations and cash flows. 3. CASH AND CASH EQUIVALENTS 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. 4. PREPAID EXPENSES October 31, 2025 July 31, 2025 Current Insurance $ 49,288 $ - Deposits 88,399 63,399 Investor relations 4,350 10,875 Total $ 142,037 $ 74,274 6 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) (Unaudited) 5. MINERAL PROPERTY INTERESTS The Company's mineral properties balance consists of: Idaho-Maryland, California July 31, 2025 $ 197,499 October 31, 2025 $ 197,499 Title to mineral properties Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain mineral titles. Additionally, the potential for problems arising from the frequently ambiguous conveying history characteristic of many mineral properties also exist. 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. Idaho-Maryland Gold Mine Property, California On August 30, 2016, the Company entered into an option agreement with three parties to purchase a 100 % interest in and to the Idaho-Maryland Gold Mine property located near Grass Valley, California, United States; pursuant to the option agreement, in order to exercise the option, the Company was required to pay $ 2,000,000 by November 30, 2016. Upon execution of the option agreement, the Company paid the vendors a non-refundable cash deposit in the amount of $ 25,000 , which was credited against the purchase price of $ 2,000,000 upon exercise of the option. On November 30, 2016, the Company negotiated an extension of the closing date of the option agreement to December 26, 2016, in return for a cash payment of $ 25,000 , which was also credited against the purchase price of $ 2,000,000 upon exercise of the option. On December 28, 2016, the Company negotiated a further no-cost extension of the closing date of the option agreement to April 30, 2017. On January 25, 2017, the Company exercised the option by paying the net amount owing of $ 1,950,000 and acquired a 100 % interest in the Idaho-Maryland Gold Mine property. In connection with the option agreement, the Company agreed to pay a cash commission of $ 140,000 , equal to 7 per cent of the purchase price of $ 2,000,000 ; the commission was settled on January 25, 2017, through the issuance of 92,000 units valued at C$ 2.00 per unit. Each unit consists of one share of common stock and one transferable share purchase warrant exercisable into one share of common stock at a price of C$ 4.00 for a period of two years from the date of issuance. On January 24, 2019, these warrants expired unexercised. The Company also incurred additional transaction costs of $ 109,053 , which have been included in the carrying value of the Idaho-Maryland Gold Mine. 7 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) (Unaudited) 5. MINERAL PROPERTY INTERESTS (continued) Idaho-Maryland Gold Mine Property, California (continued) On January 6, 2017, the Company entered into an option agreement with Sierra Pacific Industries Inc. ("Sierra") to purchase a 100 % interest in and to certain surface rights near Grass Valley, California, United States, contiguous to the Idaho-Maryland Gold Mine property acquired by the Company on January 25, 2017. Pursuant to the option agreement, in order to exercise the option, the Company was required to pay $ 1,900,000 by March 31, 2017. Upon execution of the option agreement, the Company paid the vendors a non-refundable cash deposit in the amount of $ 100,000 , which was credited against the purchase price of $ 1,900,000 upon exercise of the option. On April 3, 2017, the Company negotiated an extension of the closing date of the option agreement to June 30, 2017, in return for a cash payment of $ 200,000 , at which time a payment of $ 1,600,000 was due in order to exercise the option. On June 7, 2017, the Company negotiated an extension of the closing date of the option agreement to September 30, 2017, in return for a cash payment of $ 300,000 , at which time a payment of $ 1,300,000 was due in order to exercise the option. On May 14, 2018, the Company completed the purchase of the surface rights by making the final payment of $ 1,300,000 . 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 Year ended July 31, 2025 Idaho-Maryland Gold Mine expenditures: Opening balance $ 9,636,334 $ 9,539,814 Consulting 56,398 64,000 Rent 7,131 28,473 Supplies and office 1,115 4,047 Total expenditures for the period $ 64,644 $ 96,520 Closing balance $ 9,700,978 $ 9,636,334 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) (Unaudited) 5. MINERAL PROPERTY INTERESTS (continued) Idaho-Maryland Gold Mine Property, California (continued) On October 1, 2024, the Company contracted to sell 66 acres of surface rights located adjacent to the Company's Idaho-Maryland Mine Property. 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 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 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. Commencing on the closing date, the buyer will pay monthly interest at an annual rate of 5 % per year on the balance of the purchase price until it is paid in full. Rise and the purchaser have also executed an option agreement whereby the Company may repurchase the 66 acres of land being sold for the sale price plus the cost of any capital improvements plus an increase of five percent per year on the condition that Rise acquires final government approvals to perform mining operations at the I-M Mine Property. At October 31, 2025 the following is the continuity of the $ 1,250,000 note receivable: Discounted fair value on May 27, 2025 $ 1,183,128 Interest income earned to July 31, 2025 $ 5,573 Balance at July 31, 2025 $ 1,188,701 Interest income earned to October 31, 2025 $ 8,359 Balance at October 31, 2025 $ 1,197,060 The estimated market interest rate used to discount the note receivable secured by the surface rights was 8 %. 9 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) (Unaudited) 6. EQUIPMENT Cost Drilling equipment At July 31, 2023 $ 644,847 At July 31, 2024 $ 644,847 At July 31, 2025 and October 31, 2025 $ - Accumulated depreciation At July 31, 2023 $ 116,382 Depreciation $ 16,935 At July 31, 2024 $ 133,317 Depreciation $ - At July 31, 2025 and October 31, 2025 $ - Total carrying value, July 31, 2023 $ 528,465 Total carrying value, July 31, 2024 $ 511,530 Assets held for sale $ ( 511,530 ) Total carrying value, July 31, 2025 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. 10 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) (Unaudited) 7. CONTINGENCY During the year ended July 31, 2014, the Company entered into a binding letter of intent ("LOI") with Wundr Software Inc. ("Wundr"). Under the terms of the LOI, the Company would acquire 100 % of the issued and outstanding common shares of Wundr. Due to unforeseen circumstances, the Company did not complete the transactions contemplated in the LOI, which the Company announced had expired on January 10, 2014. On September 17, 2014, the Company learned that it was the subject, along with a number of additional defendants, of a notice of civil claim (the "Claim") filed in the Supreme Court of British Columbia by Wundr, under which Wundr is seeking general damages from the Company as well as damages for conspiracy to cause economic harm. None of the allegations contained in the Claim have been proven in court. Management has determined that the probability of the Claim resulting in an unfavourable outcome and financial loss to the Company is unlikely. In September 2024, the Company received a notice from the Community Environmental Advocates Foundation of intent to file a citizen suit against the Company for alleged violations of the Clean Water Act. The Company was not served with a summons and complaint filed in the citizen suit, and the Company was dismissed. The citizen suit proceeds, however, against Rise Grass Valley Inc, the subsidiary of the Company. Litigation is ongoing. Rise Grass Valley denies all allegations made in the citizen suit. Management has determined that no estimate of a loss event can be determined at this time in connection with the notice. 8. RELATED PARTY TRANSACTIONS Key management personnel consist of the Chief Executive Officer, Chief Financial Officer, and the directors of the Company. The remuneration of the key management personnel is as follows: a) 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). 11 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) (Unaudited) 9. LOANS PAYABLE a) Eridanus Loan Loan Payable Balance, July 31, 2023 $ 1,437,914 Interest expense 299,228 Accretion expense 120,918 Repayment ( 200,000 ) Balance, July 31, 2024 $ 1,658,060 Interest expense 179,759 Accretion expense 139,667 Issuance costs ( 154,351 ) Loss on settlment of loan 24,089 Repayment ( 1,847,224 ) 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 . The Eridanus loan has a term of 4 years and an annual interest rate of 10 % for the first two years, increasing to 20 % in year 3 and to 25 % in year 4 . Interest will accrue and be paid along with the principal upon the maturity date. Eridanus received 1,150,000 bonus share purchase warrants as additional consideration for advancing the Eridanus loan. The fair value of these warrants was calculated to be $ 444,942 , which was netted against the loan payable balance, along with $ 15,000 paid to the lender for a total of $ 459,942 in issuance costs. Each warrant entitles the holder to acquire one share of common stock at an exercise price of $ 0.80 (C$ 1.00 ) for a period of three years from the date of issuance. The Eridanus loan may be repaid prior to the maturity date, in whole or in part, provided that all accrued interest is paid. In addition, if total interest payments are less than $ 200,000 , the difference will be paid to the Lender as prepayment compensation. The Eridanus loan is secured against the assets of the Company and its subsidiary. In February 2023, the Company renegotiated its debt agreement with Eridanus whereby the Company agreed to pay $ 250,000 applied against unpaid and accrued interest and issue 575,000 share purchase warrants to Eridanus. The maturity date of the Eridanus loan has been extended by one year to September 4, 2024, and the interest rate has been reduced to 15 % compounding monthly for a period of 12 months, after which it reverts to 25 % per annum, compounding monthly. The renegotiation of the debt was accounted for as a non - substantial debt modification. Accordingly, no gain or loss was recorded and a new effective interest rate of 32.67 % was established based on the carrying value of the debt and the revised cash flow. Each warrant entitles the holder to acquire one share at an exercise price of $ 0.60 for a period of two years from the date of issuance. The fair value of these warrants was calculated to be $ 154,218 which was netted against the loan payable balance. In September 2024, the Company amended its debt agreement with Eridanus to extend an existing loan by one year to September 4, 2025, along with a reduction in interest rate to 15 % per annum for a period of 12 months commencing September 4, 2024. Given that the renegotiation of the debt resulted in a change of the present value of the cash flow of less than 10 %, the transaction has been recorded as a non-substantial debt modification for accounting purposes. The Company issued 1,700,000 share purchase warrants at an exercise price of US$ 0.115 to Eridanus as consideration for the extension. The share purchase warrants have a 4 -year expiry period from the date of issuance. The fair value of these warrants was calculated to be $ 154,351 which was netted against the loan payable balance. 12 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) (Unaudited) 9. LOAN PAYABLE (continued) a) Eridanus loan (continued) The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants: September 12, 2024 Risk-free interest rate 2.72 % Expected life of warrants 4 years Expected annualized volatility 133.99 % Share price at grant date $ 0.11 Exercise price $ 0.115 Fair value $ 0.091 Dividend Nil Forfeiture rate 0 % In May 2025, the Company repaid the entire balance of the Eridanus loan. b) Myrmikan Loan On October 10, 2024, the Company finalized a secured loan agreement with Myrmikan Gold Fund, LLC ("Myrmikan") for a $ 500,000 loan which will be used for the Company's working capital. The Myrmikan loan has a term of 4 years with an interest rate of 15 % per annum with interest accruing and payable along with the principal upon maturity. The Company issued 2,882,514 share purchase warrants at an exercise price of $ 0.1735 with a 4 -year expiry period as additional consideration for advancing the Myrmikan loan. The fair value of these warrants was calculated to be $ 334,423 which was netted against the loan payable balance. The Myrmikan loan may be repaid prior to the maturity date, in whole or in part, provided that all accrued interest is paid. The Myrmikan loan will be secured against the assets of the Company and its subsidiary. In May 2025, the Company repaid the entire balance of the Myrmikan loan. Balance, July 31, 2024 $ - Proceeds 500,000 Interest expense 47,346 Accretion expense 45,573 Issuance costs ( 334,423 ) Loss on settlement of loan 288,850 Repayment ( 547,346 ) Balance, July 31, 2025 and October 31, 2025 $ - 13 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) (Unaudited) 9. LOAN PAYABLE (continued) b) Myrmikan Loan (continued) The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants: October 10, 2024 Risk-free interest rate 2.98 % Expected life of warrants 4 years Expected annualized volatility 139.40 % Share price at grant date $ 0.14 Exercise price $ 0.1735 Fair value $ 0.116 Dividend Nil Forfeiture rate 0 % 10. CREDIT FACILITY On February 6, 2024, the Company entered into a revolving credit facility arrangement with an arm's length lender that also provides services to the Company. Pursuant to the arrangement, each month, the lender will defer and add to the loan principal an amount equal to half of the fees billed by the lender up to $ 1,000,000 . Amounts loaned will bear interest at a rate of 12 % per annum compounded annually and will be due four years from the date of the arrangement. The Company may repay any amounts owing under the credit facility at any time without penalty. In connection with the credit facility, the Company has issued 1,000,000 non-transferable share purchase warrants to the lender, with each warrant exercisable into one share of common stock of the Company at a price of $ 0.16 per share for a period of four years from the date of issuance. The fair value of these warrants was calculated to be $ 127,336 . In addition, for each $100,000 loaned under the arrangement, the Company has agreed to issue to the lender 200,000 additional non-transferable warrants ("Additional Warrants"). Each Additional Warrant will be exercisable into one share of common stock of the Company at any time within a four-year period from the date of issuance at an exercise price equal to the market price of the shares of the Company on grant. 14 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) (Unaudited) 10. CREDIT FACILITY (continued) The following are the continuity schedules of the Credit Facility and Deferred Financing asset: Credit Facility Balance, July 31, 2023 $ - Principal amount 122,739 Interest expense 7,018 Issuance costs ( 15,629 ) Accretion expense 2,002 Balance, July 31, 2024 $ 116,130 Reclassification to accounts payable ( 63,796 ) Principal amount 58,031 Interest expense 5,008 Issuance costs ( 31,610 ) Accretion expense 45,238 Balance, July 31, 2025 $ 129,001 Principal amount 95,182 Interest expense 3,915 Issuance costs ( 8,018 ) Accretion expense 8,018 Balance, October 31, 2025 $ 228,098 Deferred Financing Asset Balance, July 31, 2023 $ - Issuance costs 1,000,000 warrants 127,336 Allocation to credit facility ( 15,629 ) Balance, July 31, 2024 $ 111,707 Allocation to credit facility ( 36,079 ) Balance, July 31, 2025 $ 75,628 Accretion expense ( 8,018 ) Balance, October 31, 2025 $ 67,610 The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants February 5, 2024 Risk-free interest rate 3.67 % Expected life of warrants 4 years Expected annualized volatility 122.71 % Share price at grant date $ 0.16 Exercise price $ 0.16 Fair value $ 0.13 Dividend Nil Forfeiture rate 0 % After the period ending October 31, 2025, the Company agreed with the lender to cancel the credit facility and paid the outstanding balance. 15 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) (Unaudited) 11. CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL Private Placements On May 8, 2025, the Company completed a non-brokered private placement of $ 3,000,000 through the issuance of 36,585,361 units at a price of $ 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. 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 1,080,000 units for gross proceeds of $ 270,000 . 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 $ 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 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 $ 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. 16 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) (Unaudited) 11. CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL (continued) Stock Options (continued) The following incentive stock options were outstanding as at October 31, 2025: Number of Options outstanding Weighted Average Exercise Price ($) Expiry Date 200,000 0.65 February 7, 2027 260,000 0.53 February 21, 2028 217,780 0.26 September 22, 2028 612,202 0.25 December 12, 2028 974,479 0.17 May 1, 2029 1,006,750 0.10 September 20, 2029 1,006,750 0.11 October 21, 2029 1,142,410 0.10 March 25, 2030 3,320,000 0.10 May 22, 2030 1,445,469 0.25 October 30, 2030 10,185,840 0.16 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: Number of Options Weighted Average Exercise Price ($) Balance outstanding, July 31, 2024 5,578,511 $ 0.52 Options granted 6,475,910 0.10 Options expired and cancelled ( 3,314,050 ) 0.68 Balance outstanding and exercisable, July 31, 2025 8,740,371 $ 0.15 Options granted 1,445,469 0.25 Balance outstanding and exercisable, October 31, 2025 10,185,840 $ 0.16 17 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) (Unaudited) 11. 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: October 30, 2025 May 22, 2025 March 25, 2025 Risk-free interest rate 2.71 % 2.96 % 2.72 % Expected life of stock options 5 years 5 years 5 years Expected annualized volatility 154.35 % 149.96 % 145.38 % Dividend Nil Nil Nil Forfeiture rate 0 % 0 % 0 % October 21, 2024 September 20, 2024 Risk-free interest rate 2.98 % 2.73 % Expected life of stock options 5 years 5 years Expected annualized volatility 135.38 % 132.92 % Dividend Nil Nil Forfeiture rate 0 % 0 % 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 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. 18 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) (Unaudited) 11. CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL (continued) Warrants The following warrants were outstanding at October 31, 2025: Number of Warrants Exercise Price ($) Expiry Date 1,623,214 0.26 November 7, 2025 36,000 0.27 November 7, 2025 1,065,555 0.26 December 7, 2025 9,000 0.16 April 9, 2026 12,000 0.16 April 29, 2026 2,873,170 0.16 April 9, 2027 2,149,212 0.16 April 29, 2027 1,000,000 0.16 February 5, 2028 18,329,266 0.15 May 8, 2028 1,700,000 0.12 September 12, 2028 2,882,514 0.17 October 10, 2028 28,006,000 0.45 October 24, 2028 59,685,931 0.30 Warrant transactions are summarized as follows: Number of Warrants Weighted Average Exercise Price ($) Balance outstanding, July 31, 2024 16,711,575 0.41 Warrants granted 22,911,780 0.15 Warrants expired ( 7,943,424 ) 0.66 Balance outstanding, July 31, 2025 31,679,931 $ 0.16 Warrants granted 28,006,000 0.45 Balance outstanding, October 31, 2025 59,685,931 $ 0.30 19 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) (Unaudited) 12. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS 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 . 13. SEGMENTED INFORMATION A reporting segment is defined as a component of the Company that: - Engages in business activities from which it may earn revenues and incur expenses; - Operating results are reviewed regularly by the entity's chief operating decision maker; and - Discrete financial information is available. The Company has determined that it operates its business in one geographical segment located in California, United States, where all of its equipment and mineral property interests are located. 14. 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. 20