What changed in this filing

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Item 1. Financial Statements

2026-03-17 compared with 2025-12-15 · 156 added, 110 removed, 470 unchanged (36% of the section changed)

1 unchanged sentence

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.

("we", "us", "our", the "Company"," Rise" "Rise Gold", 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.

2 unchanged sentences

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

PERIOD ENDED OCTOBER 31, 2025

PERIOD ENDED JANUARY 31, 2026

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS:

8 unchanged sentences

(Expressed in United States Dollars)

October 31, 2025

January 31, 2026

July 31, 2025

15 unchanged sentences

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

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

123,270,467 shares issued and outstanding at January 31, 2026 (Note 11)

Additional paid-in capital (Note 11)

11 unchanged sentences

Three months ended

October 31, 2025

January 31, 2026

Three months ended

October 31, 2024

January 31, 2025

Six months ended

January 31, 2026

Six months ended

January 31, 2025

Accretion expense (Note 10)

8 unchanged sentences

Share-based compensation (Note 11)

Interest income

Impairment of deferred financing asset (Note 10)

Loss on note receivable (Note 6)

Net loss and comprehensive loss for the period

6 unchanged sentences

(Expressed in United States Dollars)

Three months ended

October 31, 2025

Three months ended

October 31, 2024

Six months ended

January 31, 2026

Six months ended

January 31, 2025

CASH FLOWS FROM OPERATING ACTIVITIES

4 unchanged sentences

Accretion expense

Foreign exchange loss

Interest income note receivable amortization

Legal expenses added to line of credit facility

Loss on settlement of note receivable

Impairment of deferred financing asset

Non-cash working capital item changes:

8 unchanged sentences

Private placement, net of issuance cost

Proceeds from stock options exercise

Proceeds from loan

Line of credit repayment

Net cash provided by financing activities

Loan repayment

Net cash provided (used) by financing activities

Change in cash and cash equivalents for the period

8 unchanged sentences

Capital Stock

Additional Paid-in Capital

Cumulative Translation Adjustment

Additional Paid-in

Balance as at July 31, 2024

3 unchanged sentences

Balance as at October 31, 2024

Loss for the period

Share-based compensation

Balance as at January 31, 2025

Balance as at July 31, 2025

1 unchanged sentence

Share-based compensation

Loss for the year

Loss for the period

Balance as at October 31, 2025

Share issuance costs

Shares issued from stock options exercise

Shares issued from RSU exercise

Shares issued from DSU exercise

Share-based compensation

Loss for the period

Balance as at January 31, 2026

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 THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2026

(Expressed in United States Dollars)

12 unchanged sentences

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 Company incurred a loss of $ 2,583,608 for the six months period ended January 31, 2026 and has accumulated a deficit of $ 36,078,583 .

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 ).

Based on working capital at January 31, 2026 management estimates that it does have sufficient funds to continue operations for the ensuing 12 months from the date of these financial statements.

On January 31, 2026, the Company had working capital surplus of $ 7,479,248 (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 three months ended October 31, 2025, are not necessarily indicative of the results that may be expected for the year ending July 31, 2026.

The operating results for the six months ended January 31, 2026, 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 THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2026

(Expressed in United States Dollars)

13 unchanged sentences

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.

As at January 31, 2026, the balance of cash and cash equivalents is $ 8,028,205 (July 31, 2025:

$ 2,783,348 ) of which $ 4,501,253 (July 31, 2025:

$ Nil ) is cash equivalents related to U.S Treasury Bills.

PREPAID EXPENSES

October 31, 2025

January 31, 2026

July 31, 2025

3 unchanged sentences

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2026

(Expressed in United States Dollars)

3 unchanged sentences

July 31, 2025

October 31, 2025

January 31, 2026

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 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 at January 31, 2026 the Company holds title to the Idaho-Maryland Gold Mine Property.

As of January 31, 2026, 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 THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2026

(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 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

As at January 31, 2026, the Company has incurred cumulative expenditures of $ 9,734,959 on the Idaho-Maryland Gold Mine property as follows:

Six months ended

January 31, 2026

July 31, 2025

1 unchanged sentence

Opening balance

Geological sampling

Supplies and office

4 unchanged sentences

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2026

(Expressed in United States Dollars)

14 unchanged sentences

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:

At January 31, 2026, the following is the continuity of the $ 1,250,000 note receivable:

Discounted fair value on May 27, 2025

1 unchanged sentence

Balance at July 31, 2025

Interest income earned to October 31, 2025

Balance at October 31, 2025

Interest income earned to January 31, 2026

Balance at January 31, 2026

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

2 unchanged sentences

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2026

(Expressed in United States Dollars)

10 unchanged sentences

Assets held for sale

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

Total carrying value, July 31, 2025 and January 31, 2026

Assets Held for Sale

9 unchanged sentences

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2026

(Expressed in United States Dollars)

5 unchanged sentences

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.

In September 2024, the Company received a notice from the Community Environmental Advocates Foundation ("CEA") 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.

On February 25, 2026 CEA filed a motion for summary judgement in their Clean Water Act litigation against Rise Grass Valley Inc.

Litigation is ongoing.

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

Rise Grass Valley Inc 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) 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).

a) During the six-month period ended January 31, 2026, salaries of $ 31,500 (January 31, 2025 - $ Nil ) to the current CEO of the Company

b) During the six-month period ended January 31, 2026, consulting fees of $ 205,700 (January 31, 2025 - $ 66,000 ) to the former CEO of the Company.

c) During the six-month period ended January 31, 2026, director fees of $ 48,167 (January 31, 2025 - $ 50,000 ) to directors of the Company.

d) During the six-month period ended January 31, 2026, consulting fees of $ 40,085 (January 31, 2025 - $ 12,522 ) to a company controlled by the CFO of the Company.

e) During the six-month period ended January 31, 2026, the Company paid $ Nil (January 31, 2025 - $ 64,229 ) in professional and consulting fees to a company controlled by a former director of the Company.

f) Share-based compensation of $ 911,995 (January 31, 2025 - $ 198,719 ) for options, restricted share units.

and deferred share units ("DSUs") granted during the period ended.

g) As at January 31, 2026, and July 31, 2025, $ 20,000 and $ 187,801 were owed to related parties, respectively.

h) During the six-month period ended January 31, 2026, 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 - January 31, 2025).

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2026

(Expressed in United States Dollars)

9 unchanged sentences

Loss on settlment of loan

Balance, July 31, 2025 and October 31, 2025

Balance, July 31, 2025 and January 31, 2026

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

21 unchanged sentences

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2026

(Expressed in United States Dollars)

23 unchanged sentences

Loss on settlement of loan

Balance, July 31, 2025 and October 31, 2025

Balance, July 31, 2025 and January 31, 2026

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2026

(Expressed in United States Dollars)

18 unchanged sentences

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.

In December 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 THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2026

(Expressed in United States Dollars)

1 unchanged sentence

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

Credit Facility

Balance, July 31, 2024

Principal amount

Interest expense

Issuance costs

Accretion expense

Balance, July 31, 2024

Reclassification to accounts payable

8 unchanged sentences

Accretion expense

Balance, October 31, 2025

Repayment upon cancellation of credit facility

Balance, January 31, 2026

Deferred Financing Asset

Balance, July 31, 2024

Issuance costs 1,000,000 warrants

Allocation to credit facility

Balance, July 31, 2025

Allocation to credit facility

Balance, July 31, 2025

Accretion expense

Balance, October 31, 2025

Impairment of deferred financing asset

Balance, January 31, 2026

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 THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2026

(Expressed in United States Dollars)

10 unchanged sentences

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.

Exercises under the Long-Term Incentive Plan

On November 20, 2025, 1,650,000 stock options with an exercise price of $ 0.10 were exercised and converted to common stock.

On November 20, 2025, 1,000,000 deferred share units were exercised and converted to common stock.

On January 5, 2026, 250,000 restricted share units vested and were converted to common stock.

Stock Options

On November 20, 2025, the Company granted a total of 2,660,000 stock options to directors, officers, and consultants of the Company.

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

The Company recognized a share-based compensation expense of $ 415,737 in connection with this grant.

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

8 unchanged sentences

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.

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED OCTOBER 31, 2025

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2026

(Expressed in United States Dollars)

1 unchanged sentence

Stock Options (continued)

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

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.

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.

The following incentive stock options were outstanding as at January 31, 2026:

February 7, 2027

6 unchanged sentences

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 .

November 20, 2030

As at January 31, 2026, the aggregate intrinsic value of the Company's stock options is $ 1,446,029 (July 31, 2025 - $ 443,246 ).

As at January 31, 2026, the Company has 11,195,840 options issued, outstanding, and exercisable with a weighted average exercise price of $ 0.18 .

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2026

(Expressed in United States Dollars)

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

Stock Options (continued)

Stock option transactions are summarized as follows:

7 unchanged sentences

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)

Options exercised

Balance outstanding and exercisable, January 31, 2026

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:

8 unchanged sentences

Forfeiture rate

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2026

(Expressed in United States Dollars)

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

Deferred Share Units ("DSUs)

2 unchanged sentences

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

On November 20, 2025, 1,000,000 DSUs were converted to shares upon termination of service of the previous CEO.

365,854 DSUs are outstanding at January 31, 2026.

Referred Share Units ("RSUs)

On January 5, 2026, the Company granted 250,000 RSUs to the CEO of the Company.

The RSUs were fully vested and converted to shares.

Based on the Company's January 5, 2026, share price of $ 0.28 , a stock-based compensation of $ 70,000 was recognized.

No RSUs are outstanding at January 31, 2026.

Share-Based Payments

1 unchanged sentence

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.

(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)

The following warrants were outstanding at October 31, 2025:

November 7, 2025

December 7, 2025

The following warrants were outstanding at January 31, 2026:

April 9, 2026

6 unchanged sentences

October 24, 2028

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2026

(Expressed in United States Dollars)

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

Warrants (continued)

Warrant transactions are summarized as follows:

7 unchanged sentences

Warrants granted

Balance outstanding, 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)

Warrants expired

Balance outstanding, January 31, 2026

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:

During the six-month periods ended January 31, 2026 and 2025, the Company had the following non-cash financing and investing activities:

For the period ended January 31, 2026:

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.

b) Share issuance costs of $ 4,930 are included in accounts payable at January 31, 2026.

c) Note receivable of $ 1,205,419 at January 31, 2026, 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:

For the period ended January 31, 2025:

a) The Company accrued $ 165,116 of interest expense as part of the outstanding balance of loan payable and credit facility.

1 unchanged sentence

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 .

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2026

(Expressed in United States Dollars)

SEGMENTED INFORMATION

5 unchanged sentences

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.

Subsequent to the period ending January 31, 2026, 3,901,870 stock options were exercised at an average exercise price of $ 0.13 per option and converted into shares of the Company for proceeds of $ 498,614 .

Subsequent to the period ending January 31, 2026, 300,000 warrants were exercised at $ 0.158 per warrant and converted into shares of the Company for proceeds of $ 47,400 .

On March 3, 2026, the Company entered into a strategic development partnership (the “Agreement”) with Morgan Hughes Energy (“Morgan Hughes”) to advance the I-M Mine Property as a U.S.-based gold and critical-minerals project.

Under the Agreement, Morgan Hughes will work alongside Rise Gold to advance development planning, support capital formation in connection with progressing the project toward operations and position the project within applicable domestic critical-minerals and industrial initiatives.

Under the terms and conditions of the 18-month Agreement, Rise Gold will issue to Morgan Hughes 18,000,000 warrants with a strike price of $ 0.40 and an expiration date of December 31, 2029 .

The warrants are structured to vest and become exercisable upon the achievement of defined project advancement milestones associated with positioning the I-M Mine Property for development and operation.

9,000,000 warrants will vest upon formal advancement of the project within applicable critical-minerals or industrial development frameworks.

An additional 4,500,000 warrants will vest upon the establishment of development support mechanisms necessary to advance the project toward construction readiness.

The remaining 4,500,000 warrants will vest upon the Company securing material development participation or capital commitments in connection with advancing the project toward operations during the term of the Agreement.

If material development participation or capital commitments are secured within 36 months of signing the Agreement, Rise Gold will pay Morgan Hughes a one-time development milestone payment of $ 1,500,000 in recognition of its role as a strategic development partner advancing the project toward production.

Upon achievement of a qualifying development milestone, Rise Gold will appoint a representative of Morgan Hughes to its board of directors, subject to Morgan Hughes maintaining at least a 5 % ownership interest in the Company.

If the Agreement expires without achievement of the defined milestones, Rise Gold shall pay Morgan Hughes a one-time project development reimbursement of $ 250,000 , or, upon mutual agreement, issue 1,800,000 warrants exercisable for twelve months.

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