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Item 8. Financial Statements and Supplementary Data

2020-10-29 compared with 2019-10-29 · 417 added, 737 removed, 62 unchanged (95% of the section changed)

Statements and Supplementary Data.

FINANCIAL STATEMENTS

in Canadian Dollars)

THE YEAR ENDED JULY 31, 2019

of Independent Registered Public Accounting Firm

the Shareholders and Directors of

Financial Statements and Supplementary Data.

CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States Dollars)

FOR THE YEAR ENDED JULY 31, 2020

RISE GOLD CORP.

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of Rise Gold Corp.

(the Company), as of July 31, 2019

and 2018, and the related consolidated statements of operations and comprehensive loss, stockholders equity, and cash flows

for the years ended July 31, 2019 and 2018, and the related notes (collectively referred to as the financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Rise

as of July 31, 2019 and 2018, and the results of its operations and its cash flows for the years ended July 31, 2019

and 2018 in conformity with accounting principles generally accepted in the United States of America.

consolidated financial statements are the responsibility of the Companys management.

Our responsibility is to express an

opinion on the Companys consolidated financial statements based on our audits.

We are a public accounting firm registered

with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with

respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether

due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over

financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting

but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatements of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting

principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated

financial statements.

We believe that our audits provide a reasonable basis for our opinion.

have served as the Companys auditor since 2013.

& COMPANY LLP

Vancouver, Canada

Chartered Professional Accountants

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

(Expressed in Canadian Dollars)

Prepaid expenses (Note 4)

Total current assets

Mineral property interests (Note 5)

Equipment (Note 6)

LIABILITIES AND STOCKHOLDERS EQUITY

Accounts payable and accrued liabilities

Payable to related parties (Note 9)

Advance (Note 5)

Current portion of equipment loan (Note 6)

Total current liabilities

Equipment loan (Note 6)

Total liabilities

Stockholders equity

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

174,633,212 (July 31, 2018 –

116,105,982) shares issued and outstanding (Note 10)

Shares subscribed

Additional paid-in capital (Note 10)

Cumulative translation adjustment

(16,394,326 )

(10,621,787 )

Total stockholders equity

Total liabilities and stockholders equity

and continuance of operations (Note 1)

(Expressed in United States Dollars)

Nature and continuance of operations (Note 1)

Subsequent events (Note 16)

Approved and authorized by the Board on October 27, 2020.

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

“Benjamin Mossman”

“Murray Flanigan”

Benjamin Mossman

Murray Flanigan

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

RISE GOLD CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in Canadian Dollars)

FOR THE YEAR ENDED JULY 31,

Directors fees

Filing and regulatory

Foreign exchange

Gain on settlement of debt (Note 10)

General and administrative

Geological, mineral, and prospect costs (Note 5)

Interest expense (Note 6, 8)

Professional fees

Promotion and shareholder communication

Share-based payments (Note 10)

Loss before other items

Other income (Note 5)

Net loss and comprehensive loss for the year

Basic and diluted loss per common share

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

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

(Expressed in United States Dollars)

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

RISE GOLD CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF CASH FLOWS

(Expressed in Canadian Dollars)

FOR THE YEAR ENDED JULY 31,

CASH FLOWS FROM OPERATING ACTIVITIES

Loss for the year

$ (5,772,539 )

$ (4,593,863 )

Items not involving cash

Interest expense

Gain on settlement of debt

Share-based payments

Unrealized loss (gain) on foreign exchange

Non-cash working capital item changes:

Prepaid expenses

Accounts payables and accrued liabilities

Payable to related parties

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of equipment

Mineral property

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Private placement

Convertible debt

Subscriptions received in advance

Warrants exercised

Share issuance costs

Repayment of equipment loan

Loans from related parties

Repayment of loans from related parties

Net cash provided by financing activities

Change in cash for the year

Cash, beginning of year

Cash, end of year

disclosure with respect to cash flows (Note 12)

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

(Expressed in United States Dollars)

Supplemental disclosure with respect to cash flows (Note 14)

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

RISE GOLD CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(Expressed in Canadian Dollars)

Balance as at July 31, 2017

$ (6,027,924 )

Shares issued for cash

Shares issued for debt

Warrants exercised

Share issuance costs

Share-based payments

Loss for the year

Balance as at July 31, 2018

$ (10,621,787 )

Shares issued for cash

Shares issued for conversion of debt

Share issuance costs

Share-based payments

Shares subscribed

Loss for the year

Balance as at July 31, 2019

$ (16,394,326 )

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

Exploration Stage Company)

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEAR ENDED JULY 31, 2019

in Canadian Dollars)

AND CONTINUANCE OF OPERATIONS

(Expressed in United States Dollars)

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

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2020

(Expressed in United States Dollars)

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 in the exploration stage.

On April 11, 2012, the Company merged its wholly-owned subsidiary, Patriot Minefinders

Inc., a Nevada corporation, in and to the Company to effect a name change to Patriot Minefinders Inc.

On January 14, 2015, the

Company completed a name change to Rise Resources Inc.

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

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

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

in the same manner.

On April 7, 2017, the Company changed its name to Rise

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.

April 9, 2015, the Company increased its authorized capital from 21,000,000 shares to 400,000,000 shares.

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.

Company is in the early stages of exploration and as is common with any exploration company, it raises financing for its acquisition

The accompanying consolidated financial statements have been prepared on the going concern basis, which presumes that

the Company will continue operations for the foreseeable future and will be able to realize its assets and discharge its liabilities

in the normal course of business.

The Company has incurred a loss of $5,772,539 for the year ended July 31, 2019 and has accumulated

a deficit of $16,394,326.

The ability of the Company to continue as a going concern is dependent on the Companys 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.

However, management believes that the Company has sufficient working capital to meet its

projected minimum financial obligations for the next fiscal year.

The consolidated financial statements do not include any adjustments

that might be necessary if the Company is unable to continue as a going concern.

July 31, 2019, the Company had working capital deficiency of $666,054 (2018 - $256,854).

OF PREPARATION

accepted accounting principles

consolidated financial statements have been prepared in conformity with generally accepted accounting principles of the United

States of America (US GAAP) for financial information with the instructions to Form 10-K and Regulation S-K.

consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Rise Grass Valley Inc.

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 consolidated financial statements have been prepared on the going concern basis, which presumes that the Company will continue operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business.

The Company has incurred a loss of $5,471,535 for the year ended July 31, 2020 and has accumulated a deficit of $17,940,599.

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.

However, management believes that the Company has sufficient working capital to meet its projected minimum financial obligations for the next fiscal year.

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

Furthermore, during the year ended July 31, 2020, the novel coronavirus outbreak (“COVID-19”) was declared a pandemic by the World Health Organization.

The situation is dynamic and the ultimate duration and magnitude of the impact on the economy and the Company’s business are not known at this time.

These impacts could include an impact on the Company’s ability to obtain debt and equity financing to fund ongoing exploration activities as well as its ability to explore and conduct business.

These consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.

At July 31, 2020, the Company had working capital of $3,267,744 (2019 – working capital deficiency of $506,583).

BASIS OF PREPARATION

Generally accepted accounting principles

These consolidated financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America (“US GAAP”) for financial information with the instructions to Form 10-K and Regulation S-K.

Certain of the prior year comparative figures have been reclassified to conform to the presentation adopted in the current year.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2020

(Expressed in United States Dollars)

BASIS OF PREPARATION (continued)

Basis of Consolidation

These consolidated 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.

of the prior year comparative figures have been reclassified to conform to the presentation adopted in the current year.

Exploration Stage Company)

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEAR ENDED JULY 31, 2019

in Canadian Dollars)

OF PREPARATION (contd…)

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.

Actual results could differ from those

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.

ACCOUNTING POLICIES

Company reviews all receivables that exceed terms and establishes an allowance for doubtful accounts based on managements assessment

of the collectability of trade and other receivables.

costs of acquiring mineral rights are capitalized at the date of acquisition.

After acquisition, various factors can affect the

recoverability of the capitalized costs.

If, after review, management concludes that the carrying amount of a mineral property

is impaired, it will be written down to estimated fair value.

Exploration costs incurred on mineral properties are expensed as

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.

Actual results could differ from those estimates.

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.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2020

(Expressed in United States Dollars)

SIGNIFICANT ACCOUNTING POLICIES

Functional and reporting currency

The Company changed its functional currency from Canadian dollars to United States dollars as at August 1, 2019.

The change in functional currency from Canadian dollars to United States dollars is accounted for prospectively from August 1, 2019.

Management determined that the Company’s functional currency had changed based on the assessment related to significant changes of the Company’s economic facts and circumstances.

These significant changes included the fact that the Company’s equity and debt financings as well as the majority of the Company’s expenses are now primarily denominated in US dollars.

Moreover, the Company’s place of business and management are now located in the United States.

In addition, beginning August 1, 2019, the Company also changed its reporting currency from Canadian dollars to United States dollar to provide greater clarity to users of the financial statements.

The change in reporting currency was applied retrospectively effective beginning August 1, 2019.

Financial statements for all periods presented have been recast into United States dollars.

All monetary assets and liabilities denominated in foreign currencies are translated into United States dollars using exchange rates in effect as of the date of the balance sheet date.

The United States dollar translated amounts of nonmonetary assets and liabilities as of August 1, 2019 became the historical accounting basis for those assets and liabilities as of August 1, 2019.

Revenue and expense transactions are translated at the approximate exchange rate in effect at the time of the transaction.

All resulting exchange differences were recognized within currency translation adjustment, a separate component of shareholders’ equity.

In applying the change in reporting currency, the Company applied the current rate method for presenting the comparative period presented.

Under this method, all assets and liabilities of the Company’s operations were translated from their Canadian dollar functional currency into United States dollars using the exchange rates in effect on the balance sheet date, and shareholders’ equity were translated at the historical rates.

Opening shareholders’ equity at August 1, 2017 has been translated at the historic rate on that date and any other movements in shareholders’ equity during the period from August 1, 2017 to July 31 2019 were translated using the appropriate historical rates at the date of the respective transaction.

All other revenues, expenses and cash flows were translated at the average rates during the reporting periods presented.

The resulting translation adjustments are reported under comprehensive income as a separate component of shareholders’ equity.

Derivatives are initially recognized at the fair value on the date the derivative contract is entered into and transaction costs are expensed.

The Company’s derivatives are subsequently re-measured at their fair value at each balance sheet date with changes in fair value recognized in profit or loss.

As the exercise price of the Company’s warrants are in Canadian Dollars, and the functional currency of the Company is the United States Dollar, these warrants are considered a derivative as a variable amount of cash in the Company’s functional currency will be received upon exercise.

The Company reviews all receivables that exceed terms and establishes an allowance for doubtful accounts based on management's assessment of the collectability of trade and other receivables.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2020

(Expressed in United States Dollars)

SIGNIFICANT ACCOUNTING POLICIES (continued)

Mineral property

The costs of acquiring mineral rights are capitalized at the date of acquisition.

After acquisition, various factors can affect the recoverability of the capitalized costs.

If, after review, management concludes that the carrying amount of a mineral property is impaired, it will be written down to estimated fair value.

Exploration costs incurred on mineral properties are expensed as incurred.

Development costs incurred on proven and probable reserves will be capitalized.

Upon commencement of production, capitalized

costs will be amortized using the unit-of-production method over the estimated life of the ore body based on proven and probable

reserves (which exclude non-recoverable reserves and anticipated processing losses).

When the Company receives an option payment

related to a property, the proceeds of the payment are applied to reduce the carrying value of the exploration asset.

assets, consisting of equipment held and used by the Company are reviewed for impairment whenever events or changes in circumstances

indicate that the carrying amount of an asset may not be recoverable.

For purposes of evaluating the recoverability of long-lived

assets, the recoverability test is performed using undiscounted net cash flows related to the long-lived assets.

If such assets

are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets

exceeds the fair value of the assets.

Assets to be disposed of are reported at the lower of the carrying amount or fair value

less costs to sell.

is recorded at the lower of cost less accumulated depreciation.

Depreciation is provided over the assets useful lives on

a straight-line basis.

Upon commencement of production, capitalized costs will be amortized using the unit-of-production method over the estimated life of the ore body based on proven and probable reserves (which exclude non-recoverable reserves and anticipated processing losses).

When the Company receives an option payment related to a property, the proceeds of the payment are applied to reduce the carrying value of the exploration asset.

Long-lived assets

Long-lived assets, consisting of equipment held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

For purposes of evaluating the recoverability of long-lived assets, the recoverability test is performed using undiscounted net cash flows related to the long-lived assets.

If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Equipment is recorded at cost less accumulated depreciation.

Depreciation is provided over the assets’ useful lives on a straight-line basis.

Equipment purchased by the Company is depreciated over 15 years.

Exploration Stage Company)

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEAR ENDED JULY 31, 2019

in Canadian Dollars)

ACCOUNTING POLICIES (contd…)

retirement obligations

Company records the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation

associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development, and/or

normal use of the long-lived assets.

Asset retirement obligations

The Company records the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development, and/or normal use of the long-lived assets.

The Company also records a corresponding asset which is amortized over the life of the asset.

Subsequent to the initial measurement of the asset retirement obligation, the obligation is adjusted at the end of each period

to reflect the passage of time (accretion expense) and changes in the estimated future cash flows underlying the obligation (asset

retirement cost).

loss per common share is computed using the weighted average number of common shares outstanding during the year.

diluted loss per share, the Company adjusts net income (loss) attributable to common shareholders and the weighted average number

of common shares outstanding for the effects of all dilutive potential common shares such as stock options and warrants.

July 31, 2019, 14,510,142 outstanding options and 81,965,236 outstanding warrants were excluded from the diluted calculation.

Companys financial instruments consist of cash, receivables, accounts payable and accrued liabilities, and payable to related

parties and equipment loan.

It is managements opinion that the Company is not exposed to significant interest, currency

or credit risks arising from its financial instruments.

The fair values of these financial instruments approximate their carrying

values unless otherwise noted.

value of financial assets and liabilities

Company measures the fair value of financial assets and liabilities based on US GAAP guidance which defines fair value, establishes

a framework for measuring fair value, and expands disclosures about fair value measurements.

Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables

or other financial liabilities depending on their nature.

Financial assets and financial liabilities are recognized at fair value

on their initial recognition, except for those arising from certain related party transactions which are accounted for at the

transferors carrying amount or exchange amount.

assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income.

Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified

as held-for-trading are measured at amortized cost, using the effective interest rate method of amortization.

Financial assets

classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive

income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in income.

following indicates the fair value hierarchy of the valuation techniques the Company utilizes to determine the fair value of financial

assets that are measured at fair value on a recurring basis.

Unadjusted quoted prices in active markets for identical assets and liabilities;

Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly;

Inputs that are not based on observable market data.

Exploration Stage Company)

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEAR ENDED JULY 31, 2019

in Canadian Dollars)

ACCOUNTING POLICIES (contd…)

is considered level 1 and classified as cash on hand and held at banks.

instruments, including payable to related parties, accounts payable and accrued liabilities and equipment loan are classified

as other financial liabilities and are carried at cost, which management believes approximates fair value due to the short term

nature of these instruments.

Concentration

of credit risk

financial instrument which potentially subjects the Company to concentration of credit risk is cash.

The Company maintains cash

in bank accounts that, at times, may exceed federally insured limits.

As of July 31, 2019 and 2018, the Company has not exceeded

the federally insured limit.

The Company has not experienced any losses in such accounts and believes it is not exposed to any

significant risks on its cash in bank accounts.

Company accounts for share-based compensation under the provisions of ASC 718, Compensation-Stock Compensation.

Under the fair value recognition provisions, stock-based compensation expense is measured at the fair value of the consideration

received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measured.

compensation for all stock-based awards to employees and directors is recognized as an expense over the requisite service period,

which is generally the vesting period.

Subsequent to the initial measurement of the asset retirement obligation, the obligation is adjusted at the end of each period to reflect the passage of time (accretion expense) and changes in the estimated future cash flows underlying the obligation (asset retirement cost).

Loss per share

Basic loss per common share is computed using the weighted average number of common shares outstanding during the year.

To calculate diluted loss per share, the Company adjusts net income (loss) attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares such as stock options and warrants.

As at July 31, 2020, 1,005,000 outstanding options and 12,472,000 outstanding warrants were excluded from the diluted calculation.

Financial instruments

The Company’s financial instruments consist of cash, receivables, accounts payable and accrued liabilities, loan payable, payable to related parties and equipment loan.

It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from its financial instruments.

The fair values of these financial instruments approximate their carrying values unless otherwise noted.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2020

(Expressed in United States Dollars)

SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair value of financial assets and liabilities

The Company measures the fair value of financial assets and liabilities based on US GAAP guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables or other financial liabilities depending on their nature.

Financial assets and financial liabilities are recognized at fair value on their initial recognition, except for those arising from certain related party transactions which are accounted for at the transferor’s carrying amount or exchange amount.

Financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income.

Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest rate method of amortization.

Financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in income.

The following indicates the fair value hierarchy of the valuation techniques the Company utilizes to determine the fair value of financial assets that are measured at fair value on a recurring basis.

Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly;

Level 3 – Inputs that are not based on observable market data.

Cash is considered level 1 and classified as cash on hand and held at banks.

Financial instruments, including payable to related parties, loan payable, accounts payable and accrued liabilities and equipment loan are classified as other financial liabilities and are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments.

Concentration of credit risk

The financial instrument which potentially subjects the Company to concentration of credit risk is cash.

The Company maintains cash in bank accounts that, at times, may exceed federally insured limits.

As of July 31, 2020, and 2019, the Company has not exceeded the federally insured limit.

The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.

Stock-based compensation

The Company accounts for share-based compensation under the provisions of ASC 718, “Compensation-Stock Compensation”.

Under the fair value recognition provisions, stock-based compensation expense is measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measured.

Share-based compensation for all stock-based awards to employees and directors is recognized as an expense over the requisite service period, which is generally the vesting period.

The Black-Scholes option valuation model is used to calculate fair value.

Company accounts for stock compensation arrangements with non-employees in accordance with ASC 718 which requires that such equity

instruments are recorded at the value of the goods and services received on the measurement date.

The measurement of stock-based

compensation is subject to periodic adjustment as the underlying equity instruments vest.

Non-employee stock-based compensation

charges are amortized over the vesting period on a straight-line basis.

For stock options granted to employees, directors, and

non-employees, the fair value of the stock options is estimated using a Black-Scholes valuation model.

Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized

for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets

and liabilities and their respective tax bases.

Current income taxes are recognized for the estimated income taxes payable or

receivable on taxable income or loss from the current year and any adjustment to income taxes payable related to previous years.

Current income taxes are determined using tax rates and tax laws that have been enacted or subsequently enacted by the year-end

tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those

temporary differences are expected to be recovered or settled.

Under the asset and liability method the effect on deferred tax

assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

allowance is recognized if it is more likely than not that some portion or all of the deferred tax asset will not be recognized.

functional currency of the Company and its subsidiary is the Canadian dollar.

Any monetary assets and liabilities that are in

a currency other than the Canadian dollar are translated at the rate prevailing at year end.

Revenue and expenses in a foreign

currency are translated at rates that approximate those in effect at the time of translation.

Gains and losses from translation

of foreign currency transactions into Canadian dollars are included in current results of operations.

Exploration Stage Company)

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEAR ENDED JULY 31, 2019

in Canadian Dollars)

ACCOUNTING POLICIES (contd…)

adopted and recently issued accounting standards

January 2016, the FASB issued ASU No.

2016-01, Financial Instruments –

Overall (Subtopic 825-10):

Recognition and

Measurement of Financial Assets and Liabilities.

This ASU amendment addresses aspects of recognition, measurement, presentation

and disclosure of financial instruments.

It affects investments in equity securities and the presentation of certain fair value

changes for financial liabilities measured at fair value, and simplifies the impairment assessment of equity investments without

a readily determinable fair value by requiring a qualitative assessment.

The ASU applies to all entities and is effective for

annual periods beginning after December 15, 2017, and interim periods thereafter, with early adoption permitted.

The Companys

adoption of this standard did not have an impact on its consolidated financials statements.

February 25, 2016, the FASB issued ASU No.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2020

(Expressed in United States Dollars)

SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss from the current year and any adjustment to income taxes payable related to previous years.

Current income taxes are determined using tax rates and tax laws that have been enacted or subsequently enacted by the year-end date.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Under the asset and liability method the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

A valuation allowance is recognized if it is more likely than not that some portion or all of the deferred tax asset will not be recognized.

Recently adopted and recently issued accounting standards

On February 25, 2016, the FASB issued ASU No.

2016-02, “Leases”.

This ASU applies to public companies beginning January

1, 2019 and affects the requirement that lessees account for all leases –

both operating and finance –

on the balance

sheet while recognizing both an asset for the right to use the leased asset and an obligation to make lease payments over the

The Company is currently evaluating the impact of the adoption of this standard.

than the above, the Company has determined that other significant newly issued accounting pronouncements are either not applicable

to the Companys business or that no material effect is expected on the financial statements as a result of future adoption.

July 31, 2019

July 31, 2018

Promotion and shareholder communication

in deposits disclosed above are $81,881 paid to California Department of Toxic Substance Control as part of a voluntarily clean

up agreement required to obtain a mining permit.

The remaining $61,890 relates to security deposits for Corporate credit card.

Exploration Stage Company)

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEAR ENDED JULY 31, 2019

in Canadian Dollars)

PROPERTY INTERESTS

Companys mineral properties balance consists of:

Idaho-Maryland, California

Beginning balance, July 31, 2017

Ending balance, July 31, 2018 and 2019

to mineral properties

to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain mineral titles

as well as the potential for problems arising from the frequently ambiguous conveying history characteristic of many mineral properties.

This ASU applies to public companies beginning January 1, 2019 and affects the requirement that lessees account for all leases – both operating and finance – on the balance sheet while recognizing both an asset for the right to use the leased asset and an obligation to make lease payments over the lease term.

The Company has assessed the impact of the adoption of this standard and determined that it has no significant impact.

Other than the above, the Company has determined that other significant newly issued accounting pronouncements are either not applicable to the Company’s business or that no material effect is expected on the financial statements as a result of future adoption.

PREPAID EXPENSES

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2020

(Expressed in United States Dollars)

MINERAL PROPERTY INTERESTS

The Company’s mineral properties balance consists of:

Title to mineral properties

Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain mineral titles as well as the potential for problems arising from the frequently ambiguous conveying history characteristic of many mineral properties.

As at July 31, 2020, the Company holds title to the Idaho-Maryland Gold Mine Property.

of July 31, 2019, based on managements review of the carrying value of mineral rights, management determined that there

is no evidence that the cost of these acquired mineral rights will not be fully recovered and accordingly, the Company determined

that no adjustment to the carrying value of mineral rights was required.

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

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 must pay US$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 $32,758 (US$25,000), which will be credited against the purchase price

of US$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 $32,758 (US$25,000), which will be credited against

the purchase price of US$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 $2,588,625 (US$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 $184,000 (US$140,000) equal to 7 per cent of the purchase

price of US$2,000,000;

the commission was settled on January 25, 2017 through the issuance of 920,000 units valued at $0.20 per

unit (Note 10).

The Company also incurred additional transaction costs of $144,391, which have been included in the carrying value

of the Idaho-Maryland Gold Mine.

Exploration Stage Company)

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEAR ENDED JULY 31, 2019

in Canadian Dollars)

PROPERTY INTERESTS (contd…)

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 totalling approximately 82 acres located 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 must pay US$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 $132,732 (US$100,000), which will be credited

against the purchase price of US$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 $268,000 (US$200,000), at which

time a payment of US$1,600,000 is 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 $406,590 (US$300,000), at which

time a payment of US$1,300,000 is due in order to exercise the option.

May 14, 2018, the Company completed the purchase of the surface rights totalling approximately 82 acres by making final payments

totalling $1,657,820 (US$1,300,000).

June 13, 2019, the Company received $199,860 (US$150,000) from a third party as a prepayment to use the Companys property

for a period of six months.

As at July 31, 2019, $66,620 of this amount has been recognized as other income with the balance of

$133,240 remaining as an advance.

at July 31, 2019, the Company has incurred cumulative property investigation costs of $55,253 and cumulative exploration expenditures

of $6,204,648 on the Idaho-Maryland Gold Mine property as follows:

As of July 31, 2020, based on management’s review of the carrying value of mineral rights, management determined that there is no evidence that the cost of these acquired mineral rights will not be fully recovered and accordingly, the Company determined that no adjustment to the carrying value of mineral rights was required.

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 would be credited against the purchase price of $2,000,000 upon exercise of the option.

On November 30, 2016, the Company negotiated an extension on the closing date of the option agreement to December 26, 2016, in return for a cash payment of $25,000, which would be 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 $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% 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 $1.16 (C$2.00) per unit.

Each unit consisted of one share of common stock and one transferable share purchase warrant exercisable into one share of common stock at a price of $3.04 (C$4.00) for a period of two years from the date of issuance.

The Company also incurred additional transaction costs of $109,053, which have been included in the carrying value of the Idaho-Maryland Gold Mine.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2020

(Expressed in United States Dollars)

MINERAL PROPERTY INTERESTS (cont’d…)

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 totalling approximately 82 acres located 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 totalling approximately 82 acres by making final payments totalling $1,300,000.

On June 13, 2019, the Company received $150,000 from a third party as a prepayment to use the Company’s property for a period of six months.

On December 13, 2019, the third party paid an additional $75,000 to continue using the Company’s property for another three months.

As at July 31, 2020, $225,000 has been recognized as other income ($175,000 during the year ended July 31, 2020 and $50,000 during the year ended July 31, 2019) with the balance of $Nil (July 31, 2019 - $101,339) remaining as an advance.

As at July 31, 2020, the Company has incurred cumulative exploration expenditures of $6,387,402 on the Idaho-Maryland Gold Mine property as follows:

July 31, 2020

July 31, 2019

Recast (Note 3)

Idaho-Maryland Gold Mine expenditures:

2 unchanged sentences

Closing balance

Exploration Stage Company)

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEAR ENDED JULY 31, 2019

in Canadian Dollars)

AND EQUIPMENT LOAN

June 7, 2018, the Company purchased two diamond core drilling rigs for exploration at the Idaho-Maryland Gold Project for a total

purchase price of $624,459.

The purchase is financed and will be paid in equal monthly instalments of $27,396 including interest

per month over a 24-month period with an interest rate of 5% per annum.

Interest expense incurred for the equipment purchase for

the year ended July 31, 2019 is $23,040 (2018 - $2,602).

During the year ended July 31, 2019, the company recorded depreciation

of $24,787 (2018 - $2,306) on this equipment.

the year ended July 31, 2019, the Company also purchased additional drilling equipment for a total of $125,660 (2018 - $89,213).

Drilling equipment

At July 31, 2017

At July 31, 2018

At July 31, 2019

Accumulated depreciation

At July 31, 2017

At July 31, 2018

At July 31, 2019

Total carrying value, July 31, 2018

Total carrying value, July 31, 2019

the year ended July 31, 2018, the Company recorded an equipment loan of $624,459 in connection with the two diamond core drilling

rigs purchased.

The Company paid $278,314 (2018 - $27,396) including $23,040 (2018 - $2,602) of interest towards this loan during

the year ended July 31, 2019.

The Company also reclassified $27,395 of this loan to accounts payable and accrued liabilities.

As at July 31, 2019, the outstanding balance on this loan was $293,955 (2018 - $599,665) which has been classified as the current

portion (2018 - $305,710).

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

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

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.

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

Exploration Stage Company)

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEAR ENDED JULY 31, 2019

in Canadian Dollars)

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.

February 13, 2019, the Company entered into convertible debenture whereby it received $1,000,000 of principal amount (the Debenture)

from Meridian Jerritt Canyon Corp.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2020

(Expressed in United States Dollars)

EQUIPMENT AND EQUIPMENT LOAN

During the year ended July 31, 2018, the Company recorded an equipment loan of $495,481 in connection with two diamond core drilling rigs purchased.

As at July 31, 2019, the outstanding balance on this loan was $223,574.

Pursuant to an agreement with the lender, the Company completed the purchase of the drilling equipment by making a lump sum payment which was due on or before December 1, 2019.

Early settlement of the equipment loan resulted in a gain on settlement of equipment loan of $19,924 .

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

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

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.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2020

(Expressed in United States Dollars)

CONVERTIBLE DEBENTURE

On February 13, 2019, the Company entered into convertible debenture whereby it received $772,917 (C$1,000,000) of principal amount (the “Debenture”) from Meridian Jerritt Canyon Corp.

(“Meridian”), a wholly-owned subsidiary of Yamana Gold Inc.

The Debenture has a term of six months and an annual interest rate of 12%, calculated and compounded monthly, payable in cash

or units of the Company at Yamanas option except as described below.

The principal amount of the Debenture and any accrued

interest thereon is convertible into units at a conversion price of $0.10 per unit (the Conversion Price) at any

time at the sole discretion of Meridian.

In addition, the principal amount of the Debenture will automatically be converted into

units at the Conversion Price if, during the term of the Debenture, Rise Gold is able to raise proceeds of $800,000 under the

Private Placement from investors other than Yamana in connection with the March 2019 private placement.

March 1, 2019, the Company completed a non-brokered private placement for a total of $1,827,472.

In conjunction with the closing,

a total of 10,049,724 units have been issued to Yamana, through its wholly-owned subsidiary, Meridian, upon conversion of the

$1,000,000 principal amount and accrued interest of $4,972 of the Debenture.

As at July 31, 2019, the Debenture has been fully

PARTY TRANSACTIONS

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:

of $180,000 (2018 - $180,000) were paid or accrued to the CEO of the Company.

b) Consulting

fees of $20,000 (2018 - $51,000) were paid or accrued to the former CFO of the Company

and consulting fees of $5,800 (2018 - $27,500) to a company in which the former CFO and

a former director held a 50% interest.

fees of $72,926 (2018 - $99,571) to directors of the Company.

the year ended July 31, 2019, the Company paid $160,000 (2018 - $Nil) in professional

fees to a company controlled by a director of the Company.

the year ended July 31, 2019, the Company received and fully repaid $88,000 in loans

from the CEO of the Company.

f) Share-based

compensation of $167,770 (2018 - $631,150) for options granted during the year ended

The Debenture has a term of six months and an annual interest rate of 12%, calculated and compounded monthly, payable in cash or units of the Company at Yamana’s option except as described below.

The principal amount of the Debenture and any accrued interest thereon is convertible into units at a conversion price of C$1.00 per unit (the “Conversion Price”) at any time at the sole discretion of Meridian.

In addition, the principal amount of the Debenture will automatically be converted into units at the Conversion Price if, during the term of the Debenture, Rise Gold is able to raise proceeds of C$800,000 under the Private Placement from investors other than Yamana in connection with the March 2019 private placement.

On March 1, 2019, the Company completed a non-brokered private placement for a total of $1,378,184 (C$1,827,472).

In conjunction with the closing, a total of 10,049,724 units have been issued to Yamana, through its wholly-owned subsidiary, Meridian, upon conversion of the $757,897 of the debenture (C$1,000,000 principal amount and accrued interest of C$4,972).

As at July 31, 2019, the Debenture was fully converted.

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) Salaries of $135,000 (2019 - $135,000) were paid or accrued to the CEO of the Company.

b) Consulting fees of $Nil (2019 - $15,391) were paid or accrued to the former CFO of the Company and consulting fees of $Nil (2019 - $4,383) to a company in which the former CFO and a former director held a 50% interest.

c) Directors fees of $84,167 (2019 - $55,106) to directors of the Company.

d) During the year ended July 31, 2020, the Company paid $133,708 (2019 - $120,901) in professional fees to a company controlled by a director of the Company.

e) During the year ended July 31, 2019, the Company received and fully repaid $66,495 in loans from the CEO of the Company.

f) Share-based compensation of $326,393 (2019 - $126,190) for options granted during the year ended July 31, 2020.

g) As at July 31, 2020, $79,479 (2019 - $129,638) was owed to related parties.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2020

(Expressed in United States Dollars)

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

The 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.

The Lender received 1,150,000 bonus share purchase warrants as additional consideration for advancing the 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 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 Loan is secured against the assets of the Company and its subsidiary and will be used for permitting, engineering and working capital at the Company’s Idaho Maryland Gold Project.

WARRANT DERIVATIVE

The exercise price of the Company’s share purchase warrants is fixed in Canadian dollars and the functional currency of the Company is the US dollar.

These warrants are considered to be a derivative as a variable amount of cash in the Company’s functional currency that will be received on exercise of the warrants.

Accordingly, the share purchase warrants issued as part of past financings, are classified and accounted for as warrant derivative.

Share purchase warrants with a compensatory nature are not included in this calculation.

The following table shows a continuity of the Company’s fair value of warrant derivative:

As the initial recognition as well as the revaluation of these warrants both took place within the year ended July 31, 2020, the Company recorded a loss on fair value adjustment on warrant derivative of $2,218,107 during the year ended July 31, 2020.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2020

(Expressed in United States Dollars)

WARRANT DERIVATIVE (continued)

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants as at July 31, 2020 and August 1, 2019:

July 31, 2020

of $Nil (2018 - $10,800) to a company in which the former CFO and a former director held

a 50% interest.

at July 31, 2019, the Company has recorded loans from related parties of $Nil (July 31, 2018 - $10,000) and $40,101 (US$30,500)

(July 31, 2018 - $39,150 (US$30,500)) representing advances made by a director and two former directors.

The advances are due

on demand without interest.

at July 31, 2019, included in payable to related parties is $130,347 (July 31, 2018 - $68,521) owing to current and former related

Exploration Stage Company)

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEAR ENDED JULY 31, 2019

in Canadian Dollars)

STOCK AND ADDITIONAL PAID-IN CAPITAL

Capital Stock

August 9, 2017, the Company issued 417,184 units to a third party pursuant to a debt conversion by the third party in the amount

of $95,952, representing finders fees payable on the private placement which closed May 5, 2017.

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

$0.40 for a period of two years from the date of issuance.

At the time of issuance, the units had a fair value of $60,491 ($0.145

accordingly, the Company recognized a gain on settlement of debt of $37,068.

January 29, 2018, the Company issued a total of 192,670 shares of common stock upon the exercise of finders warrants at

a price of $0.10 per share for total proceeds of $19,267.

September 26, 2017, the Company completed the first tranche of a non-brokered private placement, issuing an aggregate of 7,077,140

units at a price of $0.15 per unit for gross proceeds of $1,061,570.

Each unit consisted of one share of common stock and one

non-transferable share purchase warrant exercisable into one share of common stock at a price of $0.25 for a period of two years

from the date of issuance.

In connection with the private placement, the Company paid finders fees and share issuance costs

of $18,248 and issued a total of 3,600 finders warrants valued at $346 (discount rate –

1.59%, volatility –

150.97%, expected life –

2 years, dividend yield –

0%), exercisable into one share of common stock at a price of $0.25

for a period of two years from the date of issuance.

December 27, 2017, the Company completed the second tranche of a non-brokered private placement, issuing an aggregate of 6,417,000

units at a price of $0.15 per unit for gross proceeds of $962,550.

Each unit consisted of one share of common stock and one non-transferable

share purchase warrant exercisable into one share of common stock at a price of $0.25 for a period of two years from the date

In connection with the private placement, the Company paid finders fees and share issuance costs of $60,279

and issued a total of 371,860 finders warrants valued at $28,997 (discount rate –

1.64%, volatility –

expected life –

2 years, dividend yield –

0%), exercisable into one share of common stock at a price of $0.25 for

a period of two years from the date of issuance.

January 3, 2018, the Company completed the third and final tranche of a non-brokered private placement, issuing an aggregate of

133,333 units at a price of $0.15 per unit for gross proceeds of $20,000.

Each unit consisted of one share of common stock and

one non-transferable share purchase warrant exercisable into one share of common stock at a price of $0.25 for a period of two

years from the date of issuance.

April 18, 2018, the Company completed a non-brokered private placement, issuing an aggregate of 35,161,000 units at a price of

$0.10 per unit for gross proceeds of $3,516,100.

Each unit consisted of one share of common stock and one non-transferable share

purchase warrant exercisable into one share of common stock at a price of $0.15 for a period of three years from the date of issuance.

In connection with the private placement, the Company paid finders fees and share issuance costs of $8,000 and issued a

total of 21,000 finders warrants valued at $1,467 (discount rate –

1.88%, volatility –

123.60%, expected life

2 years, dividend yield –

0%), exercisable into one share of common stock at a price of $0.15 for a period of two

years from the date of issuance.

August 30, 2018, the Company completed a first tranche of a non-brokered private placement, issuing an aggregate of 2,881,250

units at a price of $0.08 per unit for gross proceeds of $230,500.

Each unit consists of one share of common stock and one share

purchase warrant exercisable into one share of common stock at a price of $0.12 for a period of three years from the date of issuance

until August 31, 2021.

Exploration Stage Company)

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEAR ENDED JULY 31, 2019

in Canadian Dollars)

STOCK AND ADDITIONAL PAID-IN CAPITAL (contd…)

September 17, 2018, the Company completed a second tranche of a non-brokered private placement, issuing an aggregate of 2,003,125

units at a price of $0.08 per unit for gross proceeds of $160,250.

Each unit consists of one share of common stock and one share

purchase warrant exercisable into one share of common stock at a price of $0.12 for a period of three years from the date of issuance

until September 17, 2021.

October 16, 2018, the Company completed a strategic initial investment in a financing of $1,750,000 by issuing 17,500,000 units

to Meridian, a wholly-owned subsidiary of Yamana.

Each unit consists of one share of common stock at a price of $0.10 per unit

and one-half of one share purchase warrant at a price of $0.13 exercisable until October 16, 2020.

As a result of the investment,

the investor owned approximately 12.6% of the Companys issued and outstanding shares on a non-diluted basis.

In conjunction

with the investment, the Company issued 875,000 share purchase warrants valued at $48,686 (discount rate –

1.65%, volatility

139.09%, expected life –

2 years, dividend yield –

0%) as a finders fee to Southern Arc Minerals Inc.

(Southern Arc), which will be exercisable into one share of common stock at a price of $0.13 until October 16, 2020.

November 5, 2018, the Company raised $750,000 through the sale of 7,500,000 units at $0.10 per unit where each unit consists of

one share of common stock and one half of one share purchase warrant exercisable into one share of common stock at a price of

$0.13 until November 5, 2020.

August 1, 2019

Risk-free interest rate

Expected life of warrants

0.46 – 2.05 years

0.16 to 2.93 years

Expected annualized volatility

92.6% to 117%

115.6% to 127.5%

Forfeiture rate

CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL

Private Placements

On August 30, 2018, the Company completed a first tranche of a non-brokered private placement, issuing an aggregate of 288,125 units at a price of $0.60 (C$0.80) per unit for gross proceeds of $177,580 (C$230,500).

Each unit consists of one share of common stock and one share purchase warrant exercisable into one share of common stock at a price of $0.90 (C$1.20) for a period of three years from the date of issuance until August 30, 2021.

On September 17, 2018, the Company completed a second tranche of a non-brokered private placement, issuing an aggregate of 200,313 units at a price of $0.60 (C$0.80) per unit for gross proceeds of $123,089 (C$160,250).

On October 16, 2018, the Company completed a strategic initial investment in a financing of $1,352,606 (C$1,750,000) by issuing 1,750,000 units to Meridian Jerritt Canyon Corp.

(“Meridian”), a wholly-owned subsidiary of Yamana Gold Inc.

Each unit consists of one share of common stock at a price of $0.80 (C$1.00) per unit and one-half of one share purchase warrant exercisable at a price of $1.00 (C$1.30) until October 16, 2020.

As a result of the investment, the investor owned approximately 12.6% of the Company’s issued and outstanding shares on a non-diluted basis.

In conjunction with the investment, the Company issued 87,500 share purchase warrants valued at $37,630 (discount rate – 1.65%, volatility – 139.09%, expected life – 2 years, dividend yield – 0%) as a finder’s fee to Southern Arc Minerals Inc.

(“Southern Arc”), a party at arm’s length with the Company, which will be exercisable into one share of common stock at a price of $1.00 (C$1.30) until October 16, 2020.

On November 5, 2018, the Company raised $572,694 (C$750,000) through the sale of 750,000 units at $0.80 (C$1.00) per unit where each unit consists of one share of common stock and one half of one share purchase warrant exercisable into one share of common stock at a price of $1.00 (C$1.30) until November 5, 2020.

All 750,000 units issued in the final tranche were acquired by Southern Arc.

March 1, 2019, the Company completed a non-brokered private placement for a total of $1,827,472 through the sale of 18,274,724

units at a price of $0.10 per unit where each unit consists of one share of common stock and one-half of one share purchase warrant.

Each whole warrant is exercisable into one share of common stock at a price of $0.13 until March 1, 2021.

Out of the 18,274,724

units issued as part of this private placement, 10,049,724 units were issued to Meridian, a wholly owned subsidiary of Yamana

to settle convertible debt balance of $1,004,972.

In connection with the private placement, the Company incurred finders

fees and share issuance costs of $107,299, and issued a total of 199,500 finders warrants valued at $11,100 (discount rate

1.65%, volatility –

139.09%, expected life –

2 years, dividend yield –

0%), exercisable into one share

of common stock at a price of $0.13 for a period of two years from the date of issuance.

July 3, 2019, the Company completed the first tranche of a non-brokered private placement.

The Company raised a total of $725,769

through the sale of 10,368,131 units at a price of $0.07 per unit where each unit consists 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 at an exercise price of

$0.10 until July 3, 2022.

November 30, 2018, the Company granted 2,900,000 stock options with a fair value of $173,762 to employees and directors of the

The options are exercisable at $0.10 per share for a period of five years and expire on November 30, 2023.

the year ended July 31, 2018, the Company granted a total of 6,381,000 stock options with a fair value of $673,360 to employees,

officers, directors, and consultants of the Company, exercisable at a weighted average price of $0.12 per share for a period of

Exploration Stage Company)

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEAR ENDED JULY 31, 2019

in Canadian Dollars)

STOCK AND ADDITIONAL PAID-IN CAPITAL (contd…)

following incentive stock options were outstanding at July 31, 2019:

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2020

(Expressed in United States Dollars)

CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL (continued)

On March 1, 2019, the Company completed a non-brokered private placement for a total of $1,378,184 (C$1,827,472) through the sale of 1,827,472 units at a price of $0.80 (C$1.00) per unit where each unit consists of one share of common stock and one-half of one share purchase warrant.

Each whole warrant is exercisable into one share of common stock at a price of $1.00 (C$1.30) until March 1, 2021.

Out of the 1,827,472 units issued as part of this private placement, 1,004,972 units were issued to Meridian to settle convertible debt balance of $757,897 (C$1,004,972).

In connection with the private placement, the Company incurred finders’ fees and share issuance costs of $80,919 (C$107,299), and issued a total of 19,950 finders’ warrants valued at $8,371 (C$11,100) (discount rate – 1.65%, volatility – 139.09%, expected life – 2 years, dividend yield – 0%), exercisable into one share of common stock at a price of $0.13 for a period of two years from the date of issuance.

On July 3, 2019, the Company completed the first tranche of a non-brokered private placement.

The Company raised a total of $552,000 (C$725,769) through the sale of 1,036,813 units at a price of $0.50 (C$0.70) per unit where each unit consists 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 at an exercise price of $0.80 (C$1.00) until July 3, 2022.

On August 19, 2019, the Company completed the second tranche of a non-brokered private placement for a total of $2,412,281 (C$3,207,850) through the sale of 4,582,644 units at a price of $0.53 (C$0.70) per unit where each unit consists of one share of common stock and one-half of one share purchase warrant.

Each whole warrant is exercisable into one share of common stock at a price of $0.80 (C$1.00) until August 19, 2022.

The Company has paid finders’ fees and associated legal fees of $8,710 and issued a total of 11,196 finder’s warrants with a value of $4,990 entitling the holder to acquire one share at a price of $0.80 (C$1.00) until August 19, 2022.

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

Risk-free interest rate – 1.52%;

expected volatility – 123.27%;

share price of C$0.85 and strike price – C$1.00;

expected life of warrants – 3 years.

On July 31, 2020, the Company completed a non-brokered private placement for a total of $3,272,875 through the issuance of 4,363,833 units at a price of $0.75 per Unit (C$1.02 per Unit), with each Unit comprising of one share of common stock (a “Share”) and one-half of one share purchase warrant.

Each whole warrant entitles the holder to acquire one Share at an exercise price of $1.00 until July 31, 2022.

The Company paid a total of $40,414 in finders fees and issued a total of 43,435 finders warrants with a fair value of $15,500, where each finder’s warrant entitles the holder to acquire one Share at a price of $1.00 until July 31, 2022.

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

Risk-free interest rate – 1.52%;

expected volatility – 115.42%;

share price of C$0.86 and strike price – C$1.02;

expected life of warrants – 2 years.

To accommodate the lack of authorized capital to facilitate the closing of the private placement, the Company’s President and CEO surrendered 1,097,298 stock options priced between C$0.70 and C$2.40 per share.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2020

(Expressed in United States Dollars)

CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL (continued)

Stock Options

On November 30, 2018, the Company granted 290,000 stock options with a fair value of $131,300 to employees and directors of the Company.

The options are exercisable at C$1.00 per share for a period of five years and expire on November 30, 2023.

During the year ended July 31, 2020, the Company granted a total of 826,284 stock options with a fair value of $357,271 to employees, officers, directors, and consultants of the Company, exercisable at a weighted average price of C$0.68 per share for a period of five years.

The following incentive stock options were outstanding at July 31, 2020:

Weighted Average Exercise

March 22, 2021

August 8, 2021

December 27, 2021

April 3, 2022

April 20, 2020

March 17, 2023

April 19, 2023

November 30, 2023

option transactions are summarized as follows:

Number of Options

Weighted Average

Exercise Price

Intrinsic Value

Balance, July 31, 2017

Options granted

Options expired/forfeited

Balance, July 31, 2018

Options granted

Balance, July 31, 2019

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

the year ended July 31:

August 21, 2024

Stock option transactions are summarized as follows:

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2020

(Expressed in United States Dollars)

CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL (continued)

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

Risk-free interest rate

1 unchanged sentence

Expected annualized volatility

117.21%-123.27%

Forfeiture rate

Exploration Stage Company)

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEAR ENDED JULY 31, 2019

in Canadian Dollars)

STOCK AND ADDITIONAL PAID-IN CAPITAL (contd…)

following warrants were outstanding at July 31, 2019:

September 25, 2019

December 27, 2019

January 3, 2020

April 18, 2020

The following warrants were outstanding at July 31, 2020:

April 18, 2021

4 unchanged sentences

March 1, 2021

transactions are summarized as follows:

Exercise Price

Balance, July 31, 2017

Warrants issued

Warrants expired

Warrants exercised

Balance, July 31, 2018

Warrants issued

Warrants expired

(34,763,886 )

Balance, July 31, 2019

Exploration Stage Company)

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEAR ENDED JULY 31, 2019

in Canadian Dollars)

STOCK AND ADDITIONAL PAID-IN CAPITAL (contd…)

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

during the year ended July 31:

August 19, 2022

September 3, 2022

July 31, 2022

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2020

(Expressed in United States Dollars)

CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL (continued)

Warrant transactions are summarized as follows:

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of finders’ warrants issued during the year ended July 31:

Risk-free interest rate

Expected life of warrants

2.0-2.05 years

Expected annualized volatility

115.42%-116.76%

Forfeiture rate

Company has a stock option plan under which it is authorized to grant options to executive officers and directors, employees and

consultants enabling them to acquire up to 10% of the issued and outstanding common stock of the Company.

Under the plan the exercise

price of each option equals the market price of the Companys stock, less any applicable discount, as calculated on the

date of grant.

Share-Based Payments

The Company has a stock option plan under which it is authorized to grant options to executive officers and directors, employees and consultants enabling them to acquire up to 10% of the issued and outstanding common stock of the Company.

Under the plan the exercise price of each option equals the market price of the Company’s stock, less any applicable discount, as calculated on the date of grant.

The options can be granted for a maximum term of 5 years with vesting determined by the board of directors.

Exploration Stage Company)

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEAR ENDED JULY 31, 2019

in Canadian Dollars)

reconciliation of income taxes (recovery) at statutory rates with the reported taxes is as follows:

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2020

(Expressed in United States Dollars)

A reconciliation of income taxes (recovery) at statutory rates with the reported taxes is as follows:

Loss before income taxes

3 unchanged sentences

$ (1,148,000)

$ (1,366,000 )

Change in statutory, foreign tax, foreign exchange rates and other

Permanent differences

Adjustment to prior years provision versus statutory tax returns and expiry of non-capital losses

Adjustment to prior years provision versus statutory tax return and expiry of non-capital losses

Change in unrecognized deductible temporary difference

Income tax recovery

components of deferred tax assets (liabilities) that have not been included on the Companys consolidated balance sheet

are as follows:

Significant components of deferred tax assets (liabilities) that have not been included on the Company’s consolidated balance sheet are as follows:

Deferred tax assets (liabilities):

Mineral property interest

Net operating loss carry-forwards

Non-capital losses available for future period

Unrecognized deferred tax assets

Net deferred tax assets

Company has approximately $11,478,000 (2018 - $8,136,000) in net operating losses which may be carried forward and applied against

taxable income in future years.

significant components of the Companys temporary differences, unused tax credits and unused tax losses that have not been

included on the consolidated statement of financial position are as follows:

and evaluation assets

losses available for future period

to Indefinite

attributes are subject to review and potential adjustments by tax authorities.

Exploration Stage Company)

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEAR ENDED JULY 31, 2019

in Canadian Dollars)

DISCLOSURE WITH RESPECT TO CASH FLOWS

the years ended July 31, 2019 and 2018, the Company had the following non-cash financing and investing activities:

the year ended July 31, 2019:

1,074,500 in finders warrants valued at $59,786 recorded as share issuance costs

at July 31, 2019, accounts payable and accrued liabilities include $27,395 relating to

the July 2019 instalment of the equipment loan;

the year ended July 31, 2019, the Company issued 625,000 units at $0.08 per unit to settle

$50,000 in accounts payable.

The Company also issued 75,000 units at $0.10 a unit to

settle $7,500 in accounts payable;

at July 31, 2019, the Company has $49,755 of share issuance costs included in accounts

payable and accrued liabilities.

the year ended July 31, 2018:

417,184 units, each unit comprised of one share of common stock and one share purchase

warrant, valued at $60,491, pursuant to a settlement of debt in relation to $95,952 in

finders fees payable on the private placement which closed on May 5, 2017 (Note

at July 31, 2018, $713,672 of equipment costs is included in equipment loan payable (Note

396,460 finders warrants valued at $30,810 (Note 10).

reporting segment is defined as a component of the Company that:

in business activities from which it may earn revenues and incur expenses;

results are reviewed regularly by the entitys chief operating decision maker;

financial information is available

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.

The Company has approximately $7,650,000 (2019 - $8,703,000) in net operating losses which may be carried forward and applied against taxable income in future years.

The significant components of the Company’s temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated statement of financial position are as follows:

Tax attributes are subject to review and potential adjustments by tax authorities.

RISE GOLD CORP.

(FORMERLY RISE RESOURCES INC.)

Exploration Stage Company)

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEAR ENDED JULY 31, 2018

in Canadian Dollars)

August 19, 2019, the Company completed the second tranche of a non-brokered private placement for a total of $3,207,850 through

the sale of 45,826,435 units at a price of $0.07 per unit where each unit consists of one share of common stock and one-half of

one share purchase warrant.

Each whole warrant is exercisable into one share of common stock at a price of $0.10 until August

The Company has paid finders fees of $7,837 and issued a total of 111,960 finders warrants entitling the

holder to acquire one share at a price of $0.10 until August 19, 2022.

August 21, 2019, the Company granted 7,512,840 stock options to employees and directors of the Company pursuant to the terms of

the Companys Stock Option Plan.

The options are exercisable at $0.07 per share for a period of five years and expire on

August 21, 2024.

September 3, 2019, the Company also has completed a debt financing with Eridanus Capital LLC (the Lender) for a

US$1,000,000 loan (the Loan).

The 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

The Lender received 11,500,000 bonus share purchase warrants as additional consideration for advancing the Loan.

entitles the holder to acquire one share of common stock at an exercise price of $0.10 for a period of three years from the date

The 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 Loan is secured against the assets of the Company and its subsidiary and will be used for permitting, engineering and working

capital at the Companys Idaho Maryland Gold Project.

September 25, 2019, 7,080,740 warrants expired without exercise.

in and Disagreements With Accountants on Accounting and Financial Disclosure.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2020

(Expressed in United States Dollars)

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

During the years ended July 31, 2020 and 2019, the Company had the following non-cash financing and investing activities:

For the year ended July 31, 2020:

a) The Company issued a total of 11,196 finder’s warrants entitling the holder to acquire one share at a price of C$1.00 until August 19, 2022 with a fair value of $4,990.

b) The Company issued a total of 43,435 finder’s warrants entitling the holder to acquire one share at a price of C$1.02 until August 19, 2022 with a fair value of $15,500 (C$20,777).

For the year ended July 31, 2019:

c) Issued 107,450 in finders’ warrants valued at $46,001 recorded as share issuance costs (Note 12);

d) As at July 31, 2019, accounts payable and accrued liabilities include $20,836 relating to the July 2020 instalment of the equipment loan;

e) During the year ended July 31, 2019, the Company issued 62,500 units at C$0.80 per unit to settle C$50,000 in accounts payable and 7,500 units to settle C$7,500 in accounts payable.

f) As at July 31, 2019, the Company has $37,842 of share issuance costs included in accounts payable and accrued liabilities.

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;

- 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.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JULY 31, 2020

(Expressed in United States Dollars)

SUBSEQUENT EVENTS

On September 22, 2020, the Company announced that it has granted a total of 1,338,500 stock options to the Corporation’s President & CEO, Benjamin Mossman.

The stock options are excisable at a price of US$0.90 (C$1.20) per share until September 22, 2025.

On September 23, 2020, the Company announced that it has completed the non-brokered private placement announced previously.

The Corporation raised a total of US$250,000 through the issuance of 333,333 units at a price of US$0.75 per Unit (CDN$1.02 per Unit), with each Unit comprising one share of common stock and one-half of one common share purchase warrant.

Each whole warrant entitles the holder to acquire one Share at an exercise price of US$1.00 until September 21, 2022.

Subsequent to the year ended July 31, 2020, 962,500 warrants expired unexercised.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

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-K

Item 8. Financial Statements and Supplementary Data