What changed in this filing

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Item 9A. Controls and Procedures

2020-10-29 compared with 2019-10-29 · 324 added, 484 removed, 90 unchanged (90% of the section changed)

and Procedures

of Disclosure Controls and Procedures

United States Securities and Exchange Commission (the SEC) defines the term disclosure controls and procedures

to mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the

reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods

specified in the SECs rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures

designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange

Act is accumulated and communicated to the issuers management, including its principal executive and principal financial

officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

of the end of the period covered by this Report, our management carried out an evaluation, with the participation of its Chief

Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and

Based on this evaluation, management concluded that our disclosure controls and procedures were not effective as of

July 31, 2019 because of a material weakness in internal control over financial reporting that existed as of that date, as more

fully described below.

Annual Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control

over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A companys internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance

of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only

in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding

prevention or timely detection of unauthorized acquisition, use or disposition of the companys assets that could have a

material effect on the financial statements.

carried out an evaluation, with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness

of its internal control over financial reporting as of July 31, 2019.

In making this assessment, management used the criteria

set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated

2013 Framework.

Management concluded that our companys internal control over financial reporting was not effective as of

July 31, 2019 because a material weakness in internal control over financial reporting existed as of that date as a result of

a lack of segregation of incompatible duties due to insufficient personnel.

A material weakness is a deficiency or a combination

of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material

misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

annual report does not include an attestation report of our independent registered public accounting firm regarding internal control

over financial reporting.

Managements report was not subject to

attestation by our independent registered public accounting

firm pursuant to a provision under the Dodd-Frank Wall Street Reform and Consumer Protection Act which grants a permanent exemption

for non-accelerated filers from complying with Section 404(b) of the Sarbanes-Oxley Act of 2002.

in Internal Control over Financial Reporting

were no changes in our companys internal control over financial reporting during the period ended July 31, 2019 that have

materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Executive Officers and Corporate Governance.

names, ages and titles of the members of our Board of Directors and our executive officers are as follows:

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The United States Securities and Exchange Commission (the “SEC”) defines the term “disclosure controls and procedures” to mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As of the end of the period covered by this Report, our management carried out an evaluation, with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

Based on this evaluation, management concluded that our disclosure controls and procedures were not effective as of July 31, 2020 because of a material weakness in internal control over financial reporting that existed as of that date, as more fully described below.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

We carried out an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of its internal control over financial reporting as of July 31, 2020.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated 2013 Framework.

Management concluded that our company’s internal control over financial reporting was not effective as of July 31, 2020 because a material weakness in internal control over financial reporting existed as of that date as a result of a lack of segregation of incompatible duties due to insufficient personnel.

A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation

by our independent registered public accounting firm pursuant to a provision under the Dodd-Frank Wall Street Reform and Consumer Protection Act which grants a permanent exemption for non-accelerated filers from complying with Section 404(b) of the Sarbanes-Oxley Act of 2002.

Changes in Internal Control over Financial Reporting

There were no changes in our company’s internal control over financial reporting during the period ended July 31, 2020 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Other Information.

Directors, Executive Officers and Corporate Governance.

The names, ages and titles of the members of our Board of Directors and our executive officers are as follows:

Chief Executive Officer, President, Director

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Lawrence Lepard

serve as such until our next annual stockholder meeting, or until their successors are elected and qualified.

Officers hold their

positions at the will of the Board of Directors.

As of July 31, 2019, there were no arrangements, agreements or understandings

between non-management security holders and management under which non-management security holders may directly or indirectly

participate in or influence the management of our companys affairs other than as disclosed in this Report.

Directors serve as such until our next annual stockholder meeting, or until their successors are elected and qualified.

Officers hold their positions at the will of the Board of Directors.

As of July 31, 2020, there were no arrangements, agreements or understandings between non-management security holders and management under which non-management security holders may directly or indirectly participate in or influence the management of our company’s affairs other than as disclosed in this Report.

Mossman, Chief Executive Officer, President, Director

Mossman, P.Eng, was appointed as our Chief Executive Officer and a director on August 1, 2016 and our President on April 20, 2017.

Mossman is a mining engineer with over 15 years of experience in the mining industry including experience in capital

markets, project evaluation, acquisitions, and mine operations and development.

He was formerly the President, Chief Executive

Officer and a director of Banks Island Gold Ltd., a dormant mining company, formerly listed on the TSX Venture Exchange and currently

in receivership.

Mossman is a mining engineer with over 15 years of experience in the mining industry including experience in capital markets, project evaluation, acquisitions, and mine operations and development.

He was formerly the President, Chief Executive Officer and a director of Banks Island Gold Ltd., a dormant mining company, formerly listed on the TSX Venture Exchange and currently in receivership.

See “Involvement in Certain Legal Proceedings” below.

Boon, Chief Financial Officer, Treasurer

Boon was appointed as our Chief Financial Officer on May 1, 2018 and Treasurer on May 16, 2018.

Boon is a chartered

accountant with over ten years of professional accounting experience with private and public companies focusing on financial reporting,

regulatory compliance, internal control and corporate finance activities.

Boons experience includes financial

reporting for both Canadian and U.S.

listed companies with international subsidiaries, strategic planning, tax planning, corporate

governance, equity financings and due diligence for acquisitions.

Boon is currently the

CFO/Corporate Secretary of Japan

Gold Corp., and the CFO of Southern Arc Minerals Inc., Canada Energy Partners Inc.

and Lincoln Ventures Ltd.

a Bachelor of Science degree from the University of British Columbia and is a Chartered Professional Accountant, CPA,

Vince Boon, Chief Financial Officer, Treasurer

Vince Boon was appointed as our Chief Financial Officer on May 1, 2018 and Treasurer on May 16, 2018.

Boon is a chartered accountant with over ten years of professional accounting experience with private and public companies focusing on financial reporting, regulatory compliance, internal control and corporate finance activities.

Boon’s experience includes financial reporting for both Canadian and U.S.

listed companies with international subsidiaries, strategic planning, tax planning, corporate governance, equity financings and due diligence for acquisitions.

Boon is currently the CFO/Corporate Secretary of Japan Gold Corp., and the CFO of Southern Arc Minerals Inc., Canada Energy Partners Inc.

and Lincoln Ventures

Boon holds a Bachelor of Science degree from the University of British Columbia and is a Chartered Professional Accountant, CPA, CA.

Proust, Director

Proust was appointed to our Board of Directors on April 18, 2018.

Proust has founded and managed a number of resource

companies over the past 30 years.

Proust has served on several boards and held senior operating positions and has directed

and advised public and private companies regarding debt and equity financing, mergers and acquisitions and corporate restructuring

Proust has founded and managed a number of resource companies over the past 30 years.

Proust has served on several boards and held senior operating positions and has directed and advised public and private companies regarding debt and equity financing, mergers and acquisitions and corporate restructuring since 1986.

Proust is currently Chairman and CEO of Southern Arc Minerals Inc., which is one of our major stockholders;

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Chairman and a director of Canada Energy Partners Inc.;

non-executive Chairman and director

of Tethyan Resources plc;

non-executive Chairman and director of Tethyan Resources plc;

President and a director of Lincoln Ventures Ltd and a director of Pinedale Energy Limited.

has extensive experience in corporate governance, is a graduate of The Directors College, Michael G.

De Groote School of Business

at McMaster University and holds the designation of Chartered Director.

Proust has extensive experience in corporate governance, is a graduate of The Directors College, Michael G.

De Groote School of Business at McMaster University and holds the designation of Chartered Director.

Vehrs, Director

Vehrs was appointed to our Board of Directors on April 20, 2017.

Vehrs is a highly regarded and experienced exploration

geologist with over 40 years of experience in the Americas.

Vehrs is a highly regarded and experienced exploration geologist with over 40 years of experience in the Americas.

During his career, Dr.

Vehrs has conducted and managed numerous

exploration programs resulting in the discovery and delineation of major copper, gold and silver deposits, including the Los Pelambres

porphyry copper deposit in Chile, the Northumberland sediment-hosted gold deposit in central Nevada, the Rio Blanco porphyry copper

deposit in northern Peru and orogenic gold deposits in Central Guatemala.

Vehrs has conducted and managed numerous exploration programs resulting in the discovery and delineation of major copper, gold and silver deposits, including the Los Pelambres porphyry copper deposit in Chile, the Northumberland sediment-hosted gold deposit in central Nevada, the Rio Blanco porphyry copper deposit in northern Peru and orogenic gold deposits in Central Guatemala.

For the past ten years, Dr.

Vehrs held the position

of Vice President of Exploration for Fortuna Silver Mines and was responsible for the development and execution of exploration

programs at the Caylloma Mine in Peru and the San Jose Mine in southern Mexico.

During this period, Fortuna Silver Mines was successful

in expanding the resources, reserves and production rate at the San Jose Mine resulting in a market capitalization in excess of

Vehrs held the position of Vice President of Exploration for Fortuna Silver Mines and was responsible for the development and execution of exploration programs at the Caylloma Mine in Peru and the San Jose Mine in southern Mexico.

During this period, Fortuna Silver Mines was successful in expanding the resources, reserves and production rate at the San Jose Mine resulting in a market capitalization in excess of $1 billion.

Vehrs holds a Ph.D.

in geology from Syracuse University and served as an officer in the U.S.

Army Corps of

Flanigan, Director

Murray Flanigan was elected to our Board of Directors on

June 27, 2019.

Flanigan is a management consultant providing financial advisory services to a number of public and private oil and gas and technology

companies in North America and abroad.

Flanigan is a Chartered Professional Accountant and a Chartered Financial Analyst with

expertise in corporate finance, mergers and acquisitions, international taxation, risk management, banking, treasury, corporate

restructuring and accounting, and has served as Chief Financial Officer for various public and private companies.

is currently a Managing Principal and the CFO of Kepis & Pobe Financial Group Inc., where he is responsible for all aspects

of the companys accounting, financing, treasury, tax, and legal affairs including overseeing the companys corporate

development activities.

Flanigan is also the Chief Financial Officer of Bankers Cobalt Corporation, a publicly traded mining

and exploration company developing copper and cobalt resources in the Democratic Republic of the Congo.

Prior to founding his

own consulting company, Mr.

Flanigan served as Senior Vice President, Corporate Development and CFO of Qwest Investment Management

Corp., where he was responsible for regulatory reporting and corporate filings for over 15 private and publicly listed companies

and limited partnerships in Qwests portfolio, as well as arranging and closing numerous equity and debt financings.

Flanigan also served as VP Corporate Development for Adelphia Communications Corporation, overseeing the companys

restructuring and ultimate sale to Time Warner Inc.

Army Corps of Engineers.

Murray Flanigan, Director

Murray Flanigan was elected to our Board of Directors on June 27, 2019.

Flanigan is a management consultant providing financial advisory services to a number of public and private oil and gas and technology companies in North America and abroad.

Flanigan is a Chartered Professional Accountant and a Chartered Financial Analyst with expertise in corporate finance, mergers and acquisitions, international taxation, risk management, banking, treasury, corporate restructuring and accounting, and has served as Chief Financial Officer for various public and private companies.

Flanigan is currently a Managing Principal and the CFO of Kepis & Pobe Financial Group Inc., where he is responsible for all aspects of the company’s accounting, financing, treasury, tax, and legal affairs including overseeing the company’s corporate development activities.

Flanigan is also the Chief Financial Officer of Central African Gold Inc., a publicly traded mining and exploration company prospecting and developing gold projects in Africa.

Prior to founding his own consulting company, Mr.

Flanigan served as Senior Vice President, Corporate Development and CFO of Qwest Investment Management Corp., where he was responsible for regulatory reporting and corporate filings for over 15 private and publicly listed companies and limited partnerships in Qwest’s portfolio, as well as arranging and closing numerous equity and debt financings.

Flanigan also served as VP Corporate Development for Adelphia Communications Corporation, overseeing the company’s financial restructuring and ultimate sale to Time Warner Inc.

and Comcast Corporation for approximately US$18 billion.

Lepard, Director

Lawrence Lepard, Director

Lawrence Lepard was appointed to our Board of Directors on August 22, 2019.

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Lepard spent 25 years as a professional investor and venture capitalist.

From 1991 to 2004 he was one

of two Managing Partners at Geocapital Partners in New Jersey which managed six venture capital partnerships, the last of which

was $250 million.

Geocapital was very active in technology, software and computer investing and invested heavily in the internet

starting in 1993.

From 1991 to 2004 he was one of two Managing Partners at Geocapital Partners in New Jersey which managed six venture capital partnerships, the last of which was $250 million.

Geocapital was very active in technology, software and computer investing and invested heavily in the internet starting in 1993.

Geocapital was the lead investor in Netcom, Inc., the first internet service provider to complete an IPO in 1996.

1 unchanged sentence

Lepard spent 7 years as a General Partner at Summit Partners in Boston, MA.

Summit is a large venture

capital and private equity firm.

Summit is a large venture capital and private equity firm.

He was employee number 4, joining 1 year after Summit was launched.

Lepard holds an MBA with

Academic Distinction from Harvard Business School and a BA in Economics from Colgate University.

of our directors has been a director of any other company with a class of securities registered pursuant to section 12 of the

Exchange Act or subject to the requirements of section 15(d) of the Exchange Act, or any company registered as an investment company

under the Investment Company Act of 1940, during the past five years.

Relationships

are no family relationships among any of our directors or executive officers.

in Certain Legal Proceedings

as disclosed below, during the past ten years none of the persons serving as our executive officers and/or directors have been

the subject of any of the following legal proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation

S-K, including:

(a) any bankruptcy petition filed by or against any business of which such person was a general partner or

executive officer either at the time of the bankruptcy or within two years prior to that time;

(b) any criminal convictions

(excluding traffic violations and other minor offenses);

barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

finding by a court, the SEC or the CFTC to have violated a federal or state securities or commodities law, any law or regulation

respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud;

sanction or order of any self-regulatory organization or registered entity or equivalent exchange, association, entity or other

organization that has disciplinary authority over its members or persons associated with a member.

Further, no such legal proceedings

are believed to be contemplated by governmental authorities against any director or executive officer.

Lepard holds an MBA with Academic Distinction from Harvard Business School and a BA in Economics from Colgate University.

None of our directors has been a director of any other company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of the Exchange Act, or any company registered as an investment company under the Investment Company Act of 1940, during the past five years.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Involvement in Certain Legal Proceedings

Except as disclosed below, during the past ten years none of the persons serving as our executive officers and/or directors have been the subject of any of the following legal proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation S-K, including:

(a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(b) any criminal convictions (excluding traffic violations and other minor offenses);

(c) any order, judgment, or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

(d) any finding by a court, the SEC or the CFTC to have violated a federal or state securities or commodities law, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud;

or (e) any sanction or order of any self-regulatory organization or registered entity or equivalent exchange, association, entity or other organization that has disciplinary authority over its members or persons associated with a member.

Further, no such legal proceedings are believed to be contemplated by governmental authorities against any director or executive officer.

Mossman was a director and officer of Banks Island Gold Ltd.

(Banks) during the time it assigned itself into

bankruptcy on January 7, 2016.

(“Banks”), a company formerly listed on the TSX Venture Exchange that traded under the symbol “BOZ”, during the time it assigned itself into bankruptcy on January 7, 2016.

Banks appointed D.

Manning & Associates as trustee in the bankruptcy proceedings.

to the bankruptcy, a Receiver, FTI Consulting, was appointed as receiver by a major secured creditor.

On April 4, 2018, the Trustee

was discharged.

All of the property and assets of Banks Island Gold were sold to MCC Canadian Gold Ventures Inc.

in 2018 and approved

by the court on December 6 ,2018.

To date, Banks remains undischarged from the bankruptcy proceeding.

Mossman, along with two other former employees of Banks and Banks itself are subject to summary conviction proceedings commenced

in August 2016 for alleged violations of the British Columbia provincial Environmental Management Act, the Provincial Water Act,

and the federal Fisheries Act.

Banks was a company listed on the TSX Venture Exchange at the time of the alleged infractions

and traded under the symbol BOZ.

The charges are related to the active mining operations conducted by

on Banks Island, BC during the period from 2014 to 2016.

Subsequent to the bankruptcy, FTI Consulting of Vancouver, BC, was appointed as receiver by a major secured creditor.

The trustee subsequently applied to be discharged from its role as trustee, which was granted on April 4, 2018.

To the best of Mr.

Mossman’s knowledge, the secured creditor has taken possession of the property as of this date.

To date, Banks remains undischarged from the bankruptcy proceedings.

Mossman, Banks, and two other former employees of Banks, were subject to summary conviction proceedings commenced in August 2016 for alleged violations of the British Columbia provincial Environmental Management Act (the “EMA”), the Provincial Water Act, and the federal Fisheries Act.

The charges are related to the active mining operations conducted by Banks at and on Banks Island, BC during the period from 2014 to 2016.

The court found Mr.

Mossman not guilty, and acquitted of all charges,

specifically the charges related to alleged pollution, under the Fisheries and Water Act.

He was acquitted of all but two

minor offences under the Environmental Management Act and fined $15,000.

All charges were dropped against one former employee

and the court dismissed all charges against the other former employee.

Appeals were filed by both the Crown and defense and were

heard in 2019 and will be decided in late 2019 or 2020.

In March 2019, the Provincial Court of B.C.

acquitted Mr.

single charge of obstruction of justice under the BC Mines Act.

Section 16(a) Reports

16(a) of the Exchange Act requires a companys directors and officers, and persons who own more than 10% of any class of

a companys equity securities which are registered under Section 12 of the Exchange Act, to file with the SEC initial statements

of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and

other equity securities, on Forms 3, 4 and 5, respectively.

Such officers, directors and 10% stockholders are also required to

furnish the company with copies of all Section 16(a) reports they file.

Based solely on our review of the copies of such forms

received by it, or written representations from the reporting persons as of the date of this Report, it believes that all Section

16(a) filing requirement applicable to its directors, officers and 10% stockholders with respect to the fiscal year ended July

31, 2019 have been fulfilled with the following exceptions:

the fiscal year ended July 31, 2019, the number of late filings and number of transactions not reported on a timely basis for

each named person or entity was as follows:

Benjamin Mossman, 1 report and 2 transactions;

John Anderson, 4 reports and 3 transactions;

and Southern Arc Minerals Inc., 1 report and 1 transaction.

Committee Financial Expert

Flanigan is an audit committee financial expert within the meaning of Item 401(h)(1) of Regulation S-K.

an audit committee financial expert is an individual member of the audit committee who (a) understands generally

accepted accounting principles and financial statements, (b) is able to assess the general application of such principles in connection

with the accounting for estimates, reserves and accruals, (c) has experience preparing, auditing, analyzing or evaluating financial

statements comparable to the breadth and complexity of issues that can reasonably be expected to be raised by a companys

financial statements, (d) understands internal controls over financial reporting, and (e) understands audit committee functions.

Mossman not guilty and acquitted of

all charges specifically related to alleged pollution under the Fisheries and Water Act.

He was acquitted of all but two minor offences under the EMA, for which the court imposed a $15,000 global fine against Mr.

All charges were dropped against one former employee and against Banks, and the court dismissed all charges against the other former employee.

Subsequent to the decision, the Crown and Defense Counsel for Mr.

Mossman both filed appeals regarding certain of the original determinations as they relate to Mr.

The summary conviction appeal was heard by the BC Supreme Court in May 2019.

In February 2020, the court issued its decision and ordered a new trial in the matter.

Counsel for Mr.

Mossman are currently seeking leave to appeal the BC Supreme Court decision to the BC Court of Appeal.

In a second trial, the Crown charged Mr.

Mossman with obstruction of justice related to the investigation of the underlying charges laid under the EMA and the other provincial and federal environmental regulations.

The court acquitted him of that charge on March 6, 2019.

No appeal of the acquittal was filed by the Crown.

None of the Corporation’s directors or executive officers has been involved in any transactions with the Corporation or any of its directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Audit Committee Financial Expert

Murray Flanigan is an “audit committee financial expert” within the meaning of Item 401(h)(1) of Regulation S-K.

In general, an “audit committee financial expert” is an individual member of the audit committee who (a) understands generally accepted accounting principles and financial statements, (b) is able to assess the general application of such principles in connection with the accounting for estimates, reserves and accruals, (c) has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity of issues that can reasonably be expected to be raised by a company’s financial statements, (d) understands internal controls over financial reporting, and (e) understands audit committee functions.

We have determined that Mr.

Flanigan is an independent director as defined in Nasdaq Listing Rule 5605(a)(2).

Corporation does not have a formal process or committee for proposing new nominees for election to the Board or for stockholders

to make such nominations.

Management is in contact with individuals involved in the mineral exploration sector, and in the event

that we require any new directors, such individuals will be brought to the attention of the Board.

Management will conduct reference

and background checks on suitable candidates.

New nominees generally must have a track record in business management, areas of

strategic interest to our company, the ability to devote the time required to carry out the obligations and responsibilities of

a director and a willingness to serve in that capacity.

our fiscal year ended July 31, 2008, the Board of Directors adopted a written Code of Ethics within the meaning of Item 406(b)

of Regulation S-K under the Securities Act.

The Code of Ethics

obligates our directors, officers and employees to disclose potential

conflicts of interest and prohibits those persons from engaging in such transactions without the Boards consent.

Compensation.

following table sets forth information with respect to the compensation awarded or paid to Benjamin W.

Mossman, our Chief Executive

Officer, President and a director (the Named Executive Officer), for all services rendered in all capacities to

our company during the past two fiscal years.

As of July 31, 2019, we did not have any other executive officers or former executive

officers who had received total compensation in excess of US$100,000 during the fiscal year ended July 31, 2019.

Pursuant to Item

402(m)(4) of Regulation S-K, we have omitted certain columns from the table since there was no compensation awarded to, earned

by or paid to the Named Executive Officer that was required to be reported in such columns in either year.

Compensation Table

and Principal Position

Ended July 31

Awards ($) (1)

Nomination of Directors

The Corporation does not have a formal process or committee for proposing new nominees for election to the Board or for stockholders to make such nominations.

Management is in contact with individuals involved in the mineral exploration sector, and in the event that we require any new directors, such individuals will be brought to the attention of the Board.

Management will conduct reference and background checks on suitable candidates.

New nominees generally must have a track record in business management, areas of strategic interest to our company, the ability to devote the time required to carry out the obligations and responsibilities of a director and a willingness to serve in that capacity.

Code of Ethics

During our fiscal year ended July 31, 2008, the Board of Directors adopted a written Code of Ethics within the meaning of Item 406(b) of Regulation S-K under the Securities Act.

The Code of Ethics obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without the Board’s consent.

Executive Compensation.

The following table sets forth information with respect to the compensation awarded or paid to Benjamin W.

Mossman, our Chief Executive Officer, President and a director and Vince Boon, our Chief Financial Officer and Treasurer (the “Named Executive Officers”), for all services rendered in all capacities to our company during the past two fiscal years.

As of July 31, 2020, we did not have any other executive officers or former executive officers who had received total compensation in excess of US$100,000 during the fiscal year ended July 31, 2019.

Pursuant to Item 402(m)(4) of Regulation S-K, we have omitted certain columns from the table since there was no compensation awarded to, earned by or paid to the Named Executive Officer that was required to be reported in such columns in either year.

Summary Compensation Table

Name and Principal Position

Year Ended July 31

Stock Awards (C$)

Option Awards (C$) (1)

Mossman, Chief Executive Officer (2)

Note 10 of the notes to our audited financial statements included in this Report for

a description of the assumptions made in the valuation of option awards.

(2) Represents

share-based payments related to options vesting during the years presented.

Equity Awards at Fiscal Year-End

following table sets forth information relating to the options held by the Named Executive Officers as of July 31, 2019:

Equity Awards at Fiscal Year-End

of Securities Underlying Unexercised Options

Exercise Price

Expiration Date

of Shares That Have Not Vested

Value of Shares That Have Not Vested ($)

April 19, 2017, we entered into an executive employment agreement with Benjamin W.

Mossman, which was amended on April 16, 2018

(the Executive Employment Agreement).

The Executive Employment Agreement, which commenced on May 1, 2017, provides

for an annual salary of $180,000 per year and that Mr.

Mossman will, subject to the terms of the stock option plan and exchange

policies, be granted options from time to time to maintain his right to purchase 5% of our issued and outstanding common stock.

Mossman has been granted options to acquire 10,972,982 shares of common stock pursuant to the terms of his Executive

Employment Agreement.

Executive Employment Agreement includes compensation provisions for Mr.

Mossman if there is a change of control, he is terminated

without just cause, he resigns under circumstances contemplated in the Executive Employment Agreement or he dies while in our

Vince Boon, Chief Financial Officer

(1) See Note 12 of the notes to our audited financial statements included in this Report for a description of the assumptions made in the valuation of option awards.

(2) Represents share-based payments related to options vesting during the years presented.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information relating to the options held by the Named Executive Officers as of July 31, 2020:

Outstanding Equity Awards at Fiscal Year-End

Option Awards

Number of Securities Underlying Unexercised Options

(#) Exercisable

Option Exercise Price

Option Expiration Date

Number of Shares That Have Not Vested

Market Value of Shares That Have Not Vested ($)

April 18, 2023

August 21, 2024

Mossman surrendered 1,097,298 options for cancellation on July 31, 2020.

See Item 13, "Certain Relationships and Related Transactions, and Director Independence.”

Employment Agreements

On April 19, 2017, we entered into an executive employment agreement with Benjamin W.

Mossman, which was amended on April 16, 2018 (the “Executive Employment Agreement”).

The Executive Employment Agreement, which commenced on May 1, 2017, provides for an annual salary of $180,000 per year and that Mr.

Mossman will, subject to the terms of the stock option plan and exchange policies, be granted options from time to time to maintain his right to purchase 5% of our issued and outstanding common stock.

Mossman has been granted options from time to time pursuant to the terms of his Executive Employment Agreement.

See Item 13, “Certain Relationships and Related Transactions, and Director Independence.”

The Executive Employment Agreement includes compensation provisions for Mr.

Mossman if there is a change of control, he is terminated without just cause, he resigns under circumstances contemplated in the Executive Employment Agreement or he dies while in our employment.

If there is a change of control and Mr.

Mossman is terminated within one (1) year of the date of a change

of control or if Mr.

Mossman terminates his employment with us upon the occurrence of certain events, including a material

adverse and fundamental change in his overall authority and responsibilities, Mr.

Mossman will be entitled to a lump sum

amount equal to three (3) years of Mr.

Mossman is terminated within one (1) year of the date of a change of control or if Mr.

Mossman terminates his employment with us upon the occurrence of certain events, including a material adverse and fundamental change in his overall authority and responsibilities, Mr.

Mossman will be entitled to a lump sum amount equal to three (3) years of Mr.

Mossman’s then applicable annual salary.

Mossman is otherwise

terminated without just cause, Mr.

Mossman is otherwise terminated without just cause, Mr.

Mossman will be entitled to an amount equal to three (3) months of Mr.

then applicable annual salary and will also be entitled to maintain in effect, until the earliest of the expiration of 18 months

and the death of Mr.

Mossman’s then applicable annual salary and will also be entitled to maintain in effect, until the earliest of the expiration of 18 months and the death of Mr.

Mossman, participation in certain of our benefit plans and stock option plans.

while employed with us, Mr.

Mossmans estate, subject to compliance with stock exchange requirements, our stock option

plan, and the terms of the Executive Employment Agreement, will be entitled to continue Mr.

Mossmans participation

in our stock option plan.

Mossman, who devotes all of his working time to our business, we expect that our executive officers will allocate

approximately 40% of their working time to our business.

do not currently have any pension plan, profit sharing plan or similar plan for the benefit of our officers, directors or employees;

Mossman dies while employed with us, Mr.

Mossman’s estate, subject to compliance with stock exchange requirements, our stock option plan, and the terms of the Executive Employment Agreement, will be entitled to continue Mr.

Mossman’s participation in our stock option plan.

Other than Mr.

Mossman, who devotes all of his working time to our business, we expect that our executive officers will allocate approximately 40% of their working time to our business.

Benefit Plans

We do not currently have any pension plan, profit sharing plan or similar plan for the benefit of our officers, directors or employees;

however, we may establish such plans in the future.

directors are compensated for serving on the Board of Directors.

Director Compensation

Our directors are compensated for serving on the Board of Directors.

Management directors are not paid fees for services as a director;

however, they may receive compensation for their services as employees or consultants.

following table sets out compensation for the year ended July 31, 2019 of those individuals who served as directors during that

year but did not qualify as Named Executive Officers.

Fees Earned or Paid in Cash ($)

Option Awards ($) (1)

The following table sets out compensation for the year ended July 31, 2020 of those individuals who served as directors during that year but did not qualify as Named Executive Officers.

Fees Earned or Paid in Cash (C$)

Option Awards (C$) (1)

Murray Flanigan (2)

Lawrence Lepard (3)

(Former Director and Chairman)

See Note 10 of the notes to our audited financial statements included in this Report for a description of the assumptions made in the valuation of option awards.

2 unchanged sentences

Represents directors’ fees.

Anderson did not stand for re-election on June 27, 2019.

Represents share-based payments related to options granted during the year ended July 31, 2020.

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

of October 25, 2019, we had 220,459,647 shares of common stock issued and outstanding.

The following table sets forth the beneficial

ownership of our common stock as of October 25, 2019 by (a) each person who serves as a director and/or is identified as

a Named Executive Officer of Rise in Item 11, Executive Compensation, above, and by all of our current

directors and executive officers as a group, and (b) each person known by us to beneficially own more than 5.0% of any class

of our voting securities.

person is considered to beneficially own any shares over which such person, directly or indirectly, exercises sole or shared voting

or investment power, or over which such person has the right to acquire beneficial ownership at any time within 60 days through

an exercise of stock options or warrants or otherwise.

Unless otherwise indicated, voting and investment power relating to the

shares shown in the table for our officers and directors is exercised solely by the beneficial owner thereof.

the purposes of this table, a person or group of persons is deemed to have beneficial ownership of any shares of

our common stock that such person or group of persons has the right to acquire within 60 days.

For the purposes of computing the

percentage of outstanding shares of our common stock held by each person or group of persons named below, any shares that such

person or group of persons has the right to acquire within 60 days of October 25, 2019 is deemed to be outstanding, but is not

deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

The inclusion herein of any

shares listed as beneficially owned does not constitute an admission of beneficial ownership.

and Address of

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth the beneficial ownership of our common stock as of October 27, 2020 by (a) each person who serves as a director and/or is identified as a “Named Executive Officer” of Rise in Item 11, “Executive Compensation,” above, and by all of our current directors and executive officers as a group, and (b) each person known by us to beneficially own more than 5.0% of any class of our voting securities.

A person is considered to beneficially own any shares over which such person, directly or indirectly, exercises sole or shared voting or investment power, or over which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants or otherwise.

Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our officers and directors is exercised solely by the beneficial owner thereof.

For the purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of our common stock that such person or group of persons has the right to acquire within 60 days.

For the purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named below, any shares that such person or group of persons has the right to acquire within 60 days of October 27, 2020 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

Name and Address of

Beneficial Owner

Executive Officer and Directors

Named Executive Officer and Directors

1,607,043 (2)

Murray Flanigan

3,303,878 (5)(8)

Lawrence Lepard

3,068,406 (7)

Officers and Directors as a Group (6 persons)

Executive Officers and Directors as a Group (6 persons)

8,153,934 (2)(3)(4)(5)(6)(7)(8)(9)

Arc Minerals Inc.

Southern Arc Minerals Inc.

Suite 650, 669 Howe Street

1 unchanged sentence

2,390,612 (8)

GARP FUND, LLP

Massachusetts 02482

EMA GARP FUND, LLP

211 Grove Street

Wellesley, Massachusetts 02482

1,959,656 (9)

Bank Plaza, North Tower

Yamana Gold Inc.

Royal Bank Plaza, North Tower

200 Bay Street, Suite 2200

1 unchanged sentence

4,132,459 (10)

on 220,459,647 shares of common stock issued and outstanding as of October 25, 2019.

Mossman, our Chief Executive Officer, President and a director, holds 1,628,286 shares of common stock, 457,143 warrants,

100,000 of which are exercisable into common stock at a price of $0.13 per share until March 1, 2021 and 357,143 of which

are exercisable into common stock at a price of $0.10 per share until July 3, 2022, and 10,972,982 stock options, 586,600

of which are exercisable into common stock at a price of $0.20 per share until August 8, 2021, 2,142,542 of which are

exercisable into common stock at a price of $0.24 per share until December 27, 2021, 2,631,000 of which are exercisable

into common stock at a price of $0.12 per share until April 18, 2023, 1,000,000 of which are exercisable into common

stock at a price of $0.10 per share until November 29, 2023 and 4,612,840 of which are exercisable into common stock at a

price of $0.07 per share until August 21, 2024.

Flanigan, a director, holds 400,000 stock options, each of which is exercisable into common stock at a price of $0.07 per

share until August 21, 2024.

Proust, a director, holds 3,450,000 stock options, 1,200,000 of which are exercisable into common stock at a price of $0.12

per share until April 18, 2023, 1,500,000 of which are exercisable into common stock at a price of $0.09 per share until

November 29, 2023 and 750,000 of which are exercisable into common stock at a price of $0.07 per share until August 21, 2024.

Based on 26,770,298 shares of common stock issued and outstanding as of October 27, 2020.

Mossman, our Chief Executive Officer, President and a director, holds 202,829 shares of common stock, 65,714 warrants, 10,000 of which are exercisable into common stock at a price of C$1.30 per share until March 1, 2021, 35,741 of which are exercisable into common stock at a price of C$1.00 per share until July 3, 2022 and 20,000 of which are exercisable into common stock at a price of $1.00 per share until July 31, 2022, and 1,338,500 stock options, each of which is exercisable into common stock at a price of $0.90 per share until September 22, 2025.

Vince Boon, our Chief Financial Officer and Treasurer, holds 9,607 shares of common stock and 40,000 stock options, 30,000 of which are exercisable into common stock at a price of C$1.20 per share until April 18, 2023 and 10,000 of which are exercisable into common stock at a price of C$0.70 per share until August 21, 2024.

Murray Flanigan, a director, holds 40,000 stock options, each of which is exercisable into common stock at a price of C$0.70 per share until August 21, 2024.

Proust, a director, holds 583,878 shares of common stock, 345,000 stock options, 120,000 of which are exercisable into common stock at a price of C$1.20 per share until April 18, 2023, 150,000 of which are exercisable into common stock at a price of C$0.90 per share until November 29, 2023 and 75,000 of which are exercisable into common stock at a price of C$0.70 per share until August 21, 2024.

Proust is the Chairman and CEO and a director of Southern Arc Minerals Inc.

See note (8).

Vehrs, a director, holds 1,250,000 stock options, 400,000 of which are exercisable into common stock at a price of $0.28 per

share until April 20, 2020, 250,000 of which are exercisable into common stock at a price of $0.12 per share until April 18,

2023, 200,000 of which are exercisable into common stock at a price of $0.10 per share until November 29, 2023 and 400,000

of which are exercisable into common stock at a price of $0.07 per share until August 21, 2024.

Lepard, a director, holds 4,918,750 shares of common stock and indirectly beneficially owns an additional 1,350,000 shares

of common stock through his children.

Lepard also holds 1,000,000 stock options, each of which is exercisable into common

stock at a price of $0.07 per share until August 21, 2024, and 2,818,750 warrants, 818,750 of which are exercisable into common

stock at a price of $0.12 per share until September 17, 2021 and 2,000,000 of which are exercisable into common stock at a

price of $0.10 per share until August 19, 2022.

Lepard is the sole member and manager of EMA GARP GP, LLC, which is the

general partner of EMA GARP FUND, LP.

Vehrs, a director, holds 85,000 stock options, 25,000 of which are exercisable into common stock at a price of C$1.20 per share until April 18, 2023, 20,000 of which are exercisable into common stock at a price of C$1.00 per share until November 29, 2023 and 40,000 of which are exercisable into common stock at a price of C$0.70 per share until August 21, 2024.

Lawrence Lepard, a director, holds 591,875 shares of common stock and indirectly beneficially owns an additional 135,000 shares of common stock through his children.

Lepard also holds 100,000 stock options, each of which is exercisable into common stock at a price of C$0.70 per share until August 21, 2024, and 281,875 warrants, 81,875 of which are exercisable into common stock at a price of C$1.20 per share until September 17, 2021 and 200,000 of which are exercisable into common stock at a price of C$1.00 per share until August 19, 2022.

Lepard is the sole member and manager of EMA GARP GP, LLC, which is the general partner of EMA GARP FUND, LP.

See note (9).

400,000 stock options held by Vince Boon, our Chief Financial Officer and Treasurer, 300,000 of which are exercisable into

common stock at a price of $0.12 per share until April 18, 2023 and 100,000 of which are exercisable into common stock at

a price of $0.07 per share until August 21, 2024.

Arc Minerals Inc.

holds 27,500,000 shares of common stock and 24,625,000 warrants, 20,000,000 of which are exercisable into

common stock at a price of $0.15 per share until April 18, 2021, 875,000 of which are exercisable into common stock at a price

of $0.13 per share until October 15, 2020 and 3,750,000 of which are exercisable into common stock at a price of $0.10 per

share until November 5, 2020.

Proust, one of our directors, is also the Chairman and CEO and a director of Southern

Arc Minerals Inc.

Southern Arc Minerals Inc.

holds 15,612 shares of common stock and 2,375,000 warrants, 2,000,000 of which are exercisable into common stock at a price of C$1.50 per share until April 18, 2021 and 375,000 of which are exercisable into common stock at a price of C$1.00 per share until November 5, 2020.

Proust, one of our directors, is also the Chairman and CEO and a director of Southern Arc Minerals Inc.

See note (5).

GARP FUND, LLP holds 7,320,000 shares of common stock and 4,300,000 warrants, 1,300,000 of which are exercisable into common

stock at a price of $0.15 per share until April 18, 2021, 500,000 of which are exercisable into common stock at a price of

$0.10 per share until July 3, 2022 and 2,500,000 of which are exercisable into common stock at a price of $0.10 per share

until August 19, 2022.

EMA GARP FUND, LLP holds 1,462,989 shares of common stock and 496,667 warrants, 130,000 of which are exercisable into common stock at a price of C$1.50 per share until April 18, 2021, 50,000 of which are exercisable into common stock at a price of C$1.00 per share until July 3, 2022, 250,000 of which are exercisable into common stock at a price of C$1.00 per share until August 19, 2022 and 66,667 of which are exercisable into common stock at a price of $1.00 per share until July 31, 2022.

EMA GARP GP, LLC is the general partner of the EMA GARP FUND, LLP.

Lawrence Lepard, one of our directors,

is the sole member and manager of EMA GARP GP, LLC.

Lawrence Lepard, one of our directors, is the sole member and manager of EMA GARP GP, LLC.

See note (7).

owned through Meridian Jerritt Canyon Corp., a wholly owned subsidiary of Yamana Gold Inc.

Includes 27,549,724

shares of common stock and 13,774,862 warrants, 8,750,000 of which are exercisable into common stock at a price of $0.13 per

share until October 16, 2020 and 5,024,862 of which are exercisable into common stock at a price of $0.13 per share until

March 1, 2021.

are not aware of any arrangements, including any pledge by any person of its securities, the operation of which may at a subsequent

date result in a change in control of our company.

Authorized for Issuance Under Equity Compensation Plans

March 23, 2016, the Board of Directors approved the adoption of an incentive stock option plan that provides for the granting

of options representing up to 10% of our common stock to its directors, officers, employees and consultants (the Plan).

As of July 31, 2019, options to purchase 14,510,142 shares at prices of between $0.10 and $0.28 per share are outstanding to 15

persons under the Plan.

do not have any other compensation plans under which our equity securities are authorized for issuance.

Compensation Plan Information

of July 31, 2019

Beneficially owned through Meridian Jerritt Canyon Corp., a wholly owned subsidiary of Yamana Gold Inc.

Includes 2,754,972 shares of common stock and 1,377,486 warrants, each of which is exercisable into common stock at a price of C$1.30 per share until March 1, 2021.

Less than 1%.

Changes in Control

We are not aware of any arrangements, including any pledge by any person of its securities, the operation of which may at a subsequent date result in a change in control of our company.

Securities Authorized for Issuance Under Equity Compensation Plans

On March 23, 2016, the Board of Directors approved the adoption of an incentive stock option plan that provides for the granting of options representing up to 10% of our common stock to its directors, officers, employees and consultants (the “Plan”).

As of July 31, 2020, options to purchase 353,716 shares at prices of between C$1.00 and C$2.80 per share are outstanding to 14 persons under the Plan.

We do not have any other compensation plans under which our equity securities are authorized for issuance.

Equity Compensation Plan Information

As of July 31, 2020

Plan Category

4 unchanged sentences

Equity compensation plans not approved by shareholders

Relationships and Related Transactions, and Director Independence.

Relationships and Related Transactions

April 17, 2018, we entered into a consulting agreement with J.

Certain Relationships and Related Transactions, and Director Independence.

Certain Relationships and Related Transactions

On April 17, 2018, we entered into a consulting agreement with J.

Proust & Associates Inc.

( JPA ), a management

services company owned by one of our directors, John Proust.

JPA agreed to provide the Company with such business advisory, finance,

accounting and corporate administrative services as may be requested by the Company, including a Chief Financial Officer, a Controller

and Corporate Secretary, plus use of a fully furnished office, for a monthly fee of $7,100, or $85,200 on an annualized basis.

The agreement provides that the Company may grant stock options to JPA or its employees, as determined by the Board of Directors

from time to time.

(“ JPA ”), a management services company owned by one of our directors, John Proust.

JPA agreed to provide the Company with such business advisory, finance, accounting and corporate administrative services as may be requested by the Company, including a Chief Financial Officer, a Controller and Corporate Secretary, plus use of a fully furnished office, for a monthly fee of C$7,100, or C$85,200 on an annualized basis.

The agreement provides that the Company may grant stock options to JPA or its employees, as determined by the Board of Directors from time to time.

The agreement had a one-year term that commenced on April 17, 2018.

On December 13, 2018, the parties amended

the agreement to increase the compensation to $15,000 per month, or $180,000 on an annualized basis, and to revise the term of

the agreement, with a new one-year term commencing on January 1, 2019 that continues thereafter on a month-to-month basis, unless

the agreement is terminated by the parties in accordance with its terms.

October 16, 2018, we entered into an agreement with Meridian Jerritt Canyon Corp.

(Meridian), a wholly-owned subsidiary

of Yamana Gold Inc., pursuant to which Meridian completed a strategic initial investment in our company of $1.75 million through

the purchase of 17,500,000 units (the Agreement).

Under the Agreement, Meridian has the right, for as long

as it owns 5% or more of our outstanding shares of common stock, to participate in any of our future equity financings in order

to maintain its percentage equity interest or to increase its equity ownership up to 19.9% of our issued and outstanding shares.

In addition, Meridian will be permitted to nominate one individual to our Board of Directors and to appoint two members to our

advisory committee.

The Agreement also granted Meridian an exclusive right of first offer and first refusal for a period of six

months following the closing of the financing, in respect of any proposed transfer or sale by us of any interest, including a

joint venture interest, in all or any part of the I-M Mine Project, on terms and conditions to be agreed upon by the parties.

On December 13, 2018, the parties amended the agreement to increase the compensation to C$15,000 per month, or C$180,000 on an annualized basis, and to revise the term of the agreement, with a new one-year term commencing on January 1, 2019 that continues thereafter on a month-to-month basis, unless the agreement is terminated by the parties in accordance with its terms.

During the year ended July 31, 2020, the Company paid $133,708 to JPA under this agreement.

On October 16, 2018, we entered into an agreement with Meridian Jerritt Canyon Corp.

(“Meridian”), a wholly-owned subsidiary of Yamana Gold Inc., pursuant to which Meridian completed a strategic initial investment in our company of C$1.75 million through the purchase of 1,750,000 units (the “Agreement”).

Under the Agreement, Meridian has the right, for as long as it owns 5% or more of our outstanding shares of common stock, to participate in any of our future equity financings in order to maintain its percentage equity interest or to increase its equity ownership up to 19.9% of our issued and outstanding shares.

In addition, Meridian will be permitted to nominate one individual to our Board of Directors and to appoint two members to our advisory committee.

The Agreement also granted Meridian an exclusive right of first offer and first refusal for a period of six months following the closing of the financing, in respect of any proposed transfer or sale by us of any interest, including a joint venture interest, in all or any part of the I-M Mine Project, on terms and conditions to be agreed upon by the parties.

The right of first offer has expired.

our common stock is not currently listed on a national securities exchange, we currently use the definition in Nasdaq Listing

Rule 5605(a)(2) for determining director independence, which provides that an independent director is a person other

than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the

companys Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities

of a director.

On July 31, 2020, Benjamin Mossman, President.

Chief Executive Officer and a director of the Company, voluntarily surrendered to the Company for cancellation 1,097,298 stock options (the “Cancelled Options”).

The Cancelled Options had exercise prices ranging from CDN$0.70 to CDN$2.40 per share as follows:

Optioned Shares

Exercise Price

Original Date

1,097,298 Total

Mossman offered to surrender the Cancelled Options in order to free up additional authorized capital needed to help facilitate the closing of a $3,272,875 private placement on July 31, 2020.

Mossman’s offer to surrender the Cancelled Options was made subject to the condition that once the Company’s authorized capital was increased, or sufficient authorized capital otherwise became available, the Company would grant Mr.

Mossman new stock options to replace the Cancelled Options at a price and upon terms to be determined in accordance with, and subject to, applicable securities and stock exchange requirements.

We could not issue replacement options until additional shares of our common stock were authorized that could then be reserved for issuance upon exercise of the replacement options.

On September 18, 2020, we held a Special Meeting of Stockholders at which the stockholders of the Company approved an increase in our authorized shares of common stock from 40,000,000 to 400,000,000.

On September 22, 2020, we granted 1,338,500 stock options to Mr.

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

Director Independence

Because our common stock is not currently listed on a national securities exchange, we currently use the definition in Nasdaq Listing Rule 5605(a)(2) for determining director independence, which provides that an “independent director” is a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Nasdaq listing rules provide that a director cannot be considered independent if:

director is, or at any time during the past three years was, an employee of the company;

director or a family member of the director accepted any compensation from the company

in excess of US$120,000 during any period of 12 consecutive months within the three years

preceding the independence determination (subject to certain exclusions, including, among

other things, compensation for board or board committee service);

family member of the director is, or at any time during the past three years was, an

executive officer of the company;

director or a family member of the director is a partner in, controlling stockholder

of, or an executive officer of an entity to which the company made, or from which the

company received, payments in the current or any of the past three fiscal years that

exceed 5% of the recipients consolidated gross revenue for that year or US$200,000,

whichever is greater (subject to certain exclusions);

director or a family member of the director is employed as an executive officer of an

entity where, at any time during the past three years, any of the executive officers

of the company served on the compensation committee of such other entity;

director or a family member of the director is a current partner of the companys

outside auditor, or at any time during the past three years was a partner or employee

of the companys outside auditor, and who worked on the companys audit.

have determined that Murray Flanigan, Lawrence Lepard, John Proust, and Thomas Vehrs meet this definition of independence.

Accounting Fees and Services.

following table shows the fees billed by our companys auditor, Davidson & Company LLP Chartered Accountants, for the

fiscal years ended July 31, 2019 and 2018, and a summary of the services provided under each category follows the table:

· the director is, or at any time during the past three years was, an employee of the company;

· the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);

· a family member of the director is, or at any time during the past three years was, an executive officer of the company;

· the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

· the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity;

· the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

We have determined that Murray Flanigan, Lawrence Lepard, John Proust, and Thomas Vehrs meet this definition of independence.

Principal Accounting Fees and Services.

The following table shows the fees billed by our company’s auditor, Davidson & Company LLP Chartered Accountants, for the fiscal years ended July 31, 2020 and 2019, and a summary of the services provided under each category follows the table:

July 31, 2020

2 unchanged sentences

All Other Fees

Fees consist of fees billed for professional services rendered for the audit of the consolidated financial statements and review

of the quarterly interim consolidated financial statements.

Audit-Related

fees consist of the review of SEC comment letters and management responses.

Fees consist of tax compliance fees and other tax planning advisory services.

There were no fees billed by Davidson & Company for professional services rendered for other compliance purposes

for the years ended July 31, 2019 and 2018.

Board of Directors has established pre-approval policies and procedures, pursuant to which the Board approved the foregoing audit

and audit-related services provided by Davidson & Company in 2018 and 2017 consistent with the Boards responsibility

for engaging our companys independent auditors.

The Board also considered whether the non-audit services rendered by our

independent registered public accounting firm are compatible with an auditor maintaining independence.

The Board has determined

that the rendering of such services is compatible with Davidson & Company maintaining its independence.

Financial Statement Schedules.

following financial statements are being filed as part of this Report:

Financial Statements of Rise Gold Corp.

of Independent Registered Public Accounting Firm

Balance Sheets as of July 31, 2019 and 2018

Statement of Operations and Comprehensive Loss for the years ended July 31, 2019 and 2018

Statement of Cash Flows for the years ended July 31, 2019 and 2018

Statement of Stockholders Equity (Deficit) for the years ended July 31, 2019 and 2018

to the Consolidated Financial Statements

following exhibits are being filed as part of this Report:

of Incorporation, as amended to date (1)

of Capital Stock

Stock Option Plan dated March 23, 2016 (1)

Agreement with Benjamin Mossman dated as of April 19, 2017 (1)

16, 2018 Amendment to the Employment Agreement with Benjamin Mossman dated as of April 19, 2017 (3)

Consulting Services Agreement with Fred Tejada effective as of April 20, 2017 (1)

Services Agreement dated May 1, 2018 with Cale Thomas (3)

of Subscription Agreement with Meridian Jerritt Canyon Corp., a wholly-owned subsidiary of Yamana Gold Inc., dated October

Agreement with J.

Audit Fees consist of fees billed for professional services rendered for the audit of the consolidated financial statements and review of the quarterly interim consolidated financial statements.

Audit-Related fees consist of the review of SEC comment letters and management responses.

Tax Fees consist of tax compliance fees and other tax planning advisory services.

All Other Fees:

There were no fees billed by Davidson & Company for professional services rendered for other compliance purposes for the years ended July 31, 2020 and 2019.

Our Board of Directors has established pre-approval policies and procedures, pursuant to which the Board approved the foregoing audit and audit-related services provided by Davidson & Company in 2018 and 2017 consistent with the Board’s responsibility for engaging our company’s independent auditors.

The Board also considered whether the non-audit services rendered by our independent registered public accounting firm are compatible with an auditor maintaining independence.

The Board has determined that the rendering of such services is compatible with Davidson & Company maintaining its independence.

Exhibits, Financial Statement Schedules.

(a) The following financial statements are being filed as part of this Report:

Consolidated Financial Statements of Rise Gold Corp.

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of July 31, 2020 and 2019

Consolidated Statement of Operations and Comprehensive Loss for the years ended July 31, 2020 and 2019

Consolidated Statement of Cash Flows for the years ended July 31, 2020 and 2019

Consolidated Statement of Stockholders’ Equity (Deficit) for the years ended July 31, 2020 and 2019

Notes to the Consolidated Financial Statements

(b) The following exhibits are being filed as part of this Report:

Number Exhibit Description

3.1 Articles of Incorporation, as amended through March 29, 2017 (1)

3.2 Certificate of Change made effective December 16, 2019 *

3.3 Certificate of Amendment dated September 18, 2020 *

3.4 Bylaws (2)

4.1 Description of Capital Stock

10.1 Incentive Stock Option Plan dated March 23, 2016 (1)

10.2 Employment Agreement with Benjamin Mossman dated as of April 19, 2017 (1)

10.3 April 16, 2018 Amendment to the Employment Agreement with Benjamin Mossman dated as of April 19, 2017 (3)

10.4 Geological Consulting Services Agreement with Fred Tejada effective as of April 20, 2017 (1)

10.5 Consulting Services Agreement dated May 1, 2018 with Cale Thomas (3)

10.6 Form of Subscription Agreement with Meridian Jerritt Canyon Corp., a wholly-owned subsidiary of Yamana Gold Inc., dated October 16, 2018 (4)

10.7 Consulting Agreement with J.

Proust & Associates Inc., as amended, dated December 13, 2018 (5)

Debenture issued to Meridian Jerritt Canyon Corp., dated as of February 14, 2019 (6)

of Convertible Debenture made by Rise Grass Valley Inc.

10.8 Convertible Debenture issued to Meridian Jerritt Canyon Corp., dated as of February 14, 2019 (6)

10.9 Guarantee of Convertible Debenture made by Rise Grass Valley Inc.

in favor of Meridian Jerritt Canyon Corp., dated as of February 14, 2019 (6)

Agreement in favor of Meridian Jerritt Canyon Corp., dated as of February 14, 2019 (6)

Agreement between Rise Grass Valley Inc.

10.10 Collateral Agreement in favor of Meridian Jerritt Canyon Corp., dated as of February 14, 2019 (6)

10.11 Loan Agreement between Rise Grass Valley Inc.

and Eridanus Capital, LLC dated August 30, 2019

Agreement in favor of Eridanus Capital, LLC, dated August 30, 2019

of Trust in favor of Jeremy A.

10.12 Collateral Agreement in favor of Eridanus Capital, LLC, dated August 30, 2019

10.13 Deed of Trust in favor of Jeremy A.

Evans, as trustee, for the benefit of Eridanus Capital, LLC dated August 30, 2019

of Ethics (7)

of the registrant (1)

of Davidson & Company

of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended,

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended,

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

of the Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

of the Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Instance File

Taxonomy Schema Linkbase Document

Taxonomy Extension Calculation Linkbase Document.

Taxonomy Extension Definition Linkbase Document

Taxonomy Extension Label Linkbase Document

Taxonomy Extension Presentation Linkbase Document

as an exhibit to our registration statement on Form S-1 filed on September 5, 2017 and incorporated herein by reference.

as an exhibit to our registration statement on Form S-1 filed on February 19, 2008 and incorporated herein by reference.

as an exhibit to our registration statement on Form S-1 filed on May 29, 2018 and incorporated herein by reference.

as an exhibit to post-effective Amendment No.

1 to our Form S-1 registration statement filed on November 26, 2018 and incorporated

by reference.

as an exhibit to our Form S-1 registration statement filed on January 17, 2019 and incorporated herein by reference.

as an exhibit to our Form S-1 registration statement filed on April 17, 2019 and incorporated herein by reference.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report

to be signed on its behalf by the undersigned, thereunto duly authorized.

14.1 Code of Ethics (7)

14.1 Subsidiaries of the registrant (1)

23.1 Consent of Davidson & Company

31.1 Certificate of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certificate of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certificate of the Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 Certificate of the Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS XBRL Instance File

101.SCH XBRL Taxonomy Schema Linkbase Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

_____________________

(1) Included as an exhibit to our registration statement on Form S-1 filed on September 5, 2017 and incorporated herein by reference.

(2) Included as an exhibit to our registration statement on Form S-1 filed on February 19, 2008 and incorporated herein by reference.

(3) Included as an exhibit to our registration statement on Form S-1 filed on May 29, 2018 and incorporated herein by reference.

(4) Included as an exhibit to post-effective Amendment No.

1 to our Form S-1 registration statement filed on November 26, 2018 and incorporated by reference.

(5) Included as an exhibit to our Form S-1 registration statement filed on January 17, 2019 and incorporated herein by reference.

(6) Included as an exhibit to our Form S-1 registration statement filed on April 17, 2019 and incorporated herein by reference.

(7) Included as an exhibit to Amendment No.

1 to our Form 10-K annual report filed on October 30, 2008 and incorporated herein by reference.

(8) Included as an exhibit to our Form 10-K annual report filed on October 29, 2019 and incorporated herein by reference.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

October 27, 2020

RISE GOLD CORP.

/s/ Benjamin Mossman

Benjamin Mossman

Executive Officer and Director

to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Benjamin Mossman

Benjamin Mossman

Executive Officer and Director

Executive Officer)

Financial Officer, Treasurer

Financial and Accounting Officer)

Chief Executive Officer and Director

(Principal Executive Officer)

October 27, 2020

/s/ Vince Boon

Chief Financial Officer, Treasurer

(Principal Financial and Accounting Officer)

October 27, 2020

/s/ Murray Flanigan

Murray Flanigan

October 27, 2020

/s/ John Proust

October 27, 2020

/s/ Thomas Vehrs

October 27, 2020

/s/ Lawrence Lepard

Lawrence Lepard

October 27, 2020

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 9A. Controls and Procedures