What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2020-12-15 compared with 2020-06-15 · 128 added, 505 removed, 198 unchanged (76% of the section changed)

6 unchanged sentences

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

PERIOD ENDED APRIL 30, 2020

PERIOD ENDED OCTOBER 31, 2020

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS:

Consolidated Interim Balance Sheets

Consolidated Interim Statements of Income( Loss) and Comprehensive Income (Loss)

Consolidated Interim Statements of Cash Flows

Consolidated Interim Statements of Stockholders Equity

Consolidated Interim Balance Sheet

Consolidated Interim Statement of Loss and Comprehensive Loss

Consolidated Interim Statement of Cash Flows

Consolidated Interim Statement of Stockholders’ Equity

Notes to Unaudited Consolidated Interim Financial Statements

1 unchanged sentence

(An Exploration Stage Company)

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

CONDENSED CONSOLIDATED INTERIM BALANCE SHEET

(Expressed in United States Dollars)

Recast (Note 2)

April 30, 2020

July 31, 2019

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 8)

Advance (Note 5)

Equipment loan (Note 6)

Total current liabilities

Loan payable (Note 9)

Warrant derivative (Note 10)

Total liabilities

Stockholders equity

Capital stock, $0.001 par value, 40,000,000 shares authorized;

22,045,965 (July 31, 2019 17,463,321) shares issued and outstanding (Note 11)

Additional paid-in capital (Note 11)

Shares subscribed

Cumulative translation adjustment

Total stockholders' equity

Total liabilities and stockholders' equity

Nature and continuance of operations (Note 1)

3 unchanged sentences

(An Exploration Stage Company)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED INTERIM STATEMENT OF LOSS AND COMPREHENSIVE LOSS

(Expressed in United States Dollars)

Three months ended April 30, 2020

Three months ended April 30, 2019

Recast (Note 2)

Nine months ended April 30, 2020

Nine months ended April 30, 2019

Recast (Note 2)

Directors' fees

Filing and regulatory

Accretion expense (Note 9)

Foreign exchange (gain) loss

General and administrative

Geological, mineral, and prospect costs (Note 5)

Interest expense (Note 6 and 9)

Professional fees

Promotion and shareholder communication

Share-based compensation (Note 11)

Loss before other items

$ (1,094,814)

$ (2,495,990)

$ (3,498,624)

Gain (loss) on fair value adjustment on warrant derivative (Note 9)

Gain on settlement of equipment loan (Note 6)

Other income (Note 5)

Net income (loss) for the period

$ (1,094,814)

$ (3,613,391)

$ (3,498,624)

Foreign exchange translation adjustment arising from change in functional currency

Net comprehensive income (loss) for the period

$ (1,094,814)

$ (3,601,657)

$ (3,498,624)

Basic and diluted income (loss) per common share

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

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

1 unchanged sentence

(An Exploration Stage Company)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS

(Expressed in United States Dollars)

Recast (Note 2)

FOR THE NINE MONTHS ENDED APRIL 30,

CASH FLOWS FROM OPERATING ACTIVITIES

Loss for the period

$ (3,613,391)

$ (3,498,624)

Items not involving cash:

Interest expense

Share-based compensation

Accretion expense

Gain on settlement of equipment loan

Loss on fair value adjustment on warrant derivative

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

Acquisition of equipment

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Private placement, net of issuance costs

Conventible debenture

Repayment of equipment loan

Loan from related parties

Net cash provided by financing activities

Change in cash for the period

Cash, beginning of period

Cash, end of period

Supplemental disclosure with respect to cash flows (Note 12)

Supplemental cash flow information (Note 11)

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

1 unchanged sentence

(An Exploration Stage Company)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF STOCKHOLDERS EQUITY

CONDENSED CONSOLIDATED INTERIM STATEMENT OF STOCKHOLDERS’ EQUITY

(Expressed in United States Dollars)

Capital Stock

Additional Paid-in Capital

Cumulative Translation Adjustment

Subscription Receivable

Recast (Note 2)

Balance as at July 31, 2018

$ (8,462,693)

Shares issued for cash

Loss for the period

Balance as at October 31, 2018

$ (9,606,666)

Shares issued for cash

Share-based compensation

Loss for the period

Balance as at January 31, 2019

$ (10,866,503)

Shares issued for cash

Loss for the period

Balance as at April 30, 2019

$ (11,961,317)

Balance as at July 31, 2019

$ (12,824,593)

Shares issued for cash

Share-based compensation

Warrants issued for financing expense

Loss for the period

Other comprehensive income

Balance as at October 31, 2019

$ (15,521,976)

Loss for the period

Balance as at January 31, 2020

$ (16,537,782)

Share-based compensation

Income for the period

Balance as at April 30, 2020

$ (16,437,984)

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

2 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED APRIL 30, 2020

FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2020

(Expressed in United States Dollars)

8 unchanged sentences

These mergers were carried out solely for the purpose of effecting these changes of names.

On December 16, 2019, the Company completed a share consolidation of the authorized and outstanding capital stock on the basis of 10 pre-consolidation shares of common stock for one new post-consolidated share of common stock.

All current and comparative references to the number of shares of common stock, stock options, warrants and loss per share reflect this share consolidation.

On February 16, 2015, the Company increased its authorized capital from 2,100,000 shares to 40,000,000 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.

On November 28, 2017, the Company ceased trading on the OTC Pink Market and began trading on the OTCQB Venture Market.

On May 11, 2020, the Company qualified to trade on OTCQX Best Market.

On January 29, 2016, the Company completed an initial public offering in Canada and began trading on the Canadian Securities Exchange (“CSE”) under trading symbol “RISE.CN” on February 1, 2016.

On September 18, 2020, the Company increased its authorized capital from 40,000,000 shares to 400,000,000 shares.

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

The accompanying condensed consolidated interim 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 assets and discharge liabilities in the normal course of business.

The Company has incurred a loss of $3,613,391 for the nine-month period ended April 30, 2020 and has accumulated a deficit of $16,437,984.

The Company has incurred a loss of $1,025,358 for the three-month period ended October 31, 2020 and has accumulated a deficit of $18,965,957.

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.

2 unchanged sentences

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

During the period ended April 30, 2020, the novel coronavirus outbreak (COVID-19) was declared a pandemic by the World Health Organization.

Furthermore, the novel coronavirus outbreak (“COVID-19”) was declared a pandemic by the World Health Organization in 2020.

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.

1 unchanged sentence

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 April 30, 2020, the Company had working capital of $927,001.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED APRIL 30, 2020

(Expressed in United States Dollars)

At October 31, 2020, the Company had working capital of $2,858,825 (July 31, 2020 - $3,267,744).

BASIS OF PREPARATION

4 unchanged sentences

Certain information and footnote disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such SEC rules and regulations.

The operating results for the nine months ended April 30, 2020 are not necessarily indicative of the results that may be expected for the year ended July 31, 2020.

The operating results for the three months ended October 31, 2020 are not necessarily indicative of the results that may be expected for the year ended July 31, 2021.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2020

(Expressed in United States Dollars)

BASIS OF PREPARATION (continued)

Basis of Consolidation

6 unchanged sentences

Intercompany transactions, balances and unrealized gains or losses on transactions are eliminated upon consolidation.

Foreign Currency Translation

Functional and reporting currency

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

3 unchanged sentences

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

Foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.

Expenses and other income are translated at average rates of exchange during the period.

Related translation adjustments are reported as a separate component of stockholders equity (deficiency), whereas gains or losses resulting from foreign currency transactions are included in the results of operations.

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.

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED APRIL 30, 2020

FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2020

(Expressed in United States Dollars)

BASIS OF PREPARATION (continued)

Presentation Currency Change

The Company changed its presentation currency from Canadian Dollars to United States Dollars from October 31, 2019, with retrospective application on comparative figures.

The change was made to reflect the change in functional currency to United States Dollars for the same period.

Comparative figures in the consolidated statement of financial position have been translated into the presentation currency at the rate of exchange prevailing at the reporting date.

Comparative balances of loss and comprehensive loss and cash flows have been translated into US dollars using average exchange rates for the comparative reporting period.

Components of equity have been translated at the exchange rates prevailing at the dates of the relevant transactions.

The exchange rate differences arising on translation are taken to accumulated other comprehensive income.

The cumulative impact of the change in reporting currency was a gain of $210,221 in accumulated other comprehensive income as at August 1, 2019.

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

1 unchanged sentence

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.

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 lease term.

The Company assessed its leases and determined that it did not have any leases extending over the period of 12 months which resulted in the standard not having any significant impact on its consolidated financial statements.

Other 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.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED APRIL 30, 2020

(Expressed in United States Dollars)

BASIS OF PREPARATION (continued)

Use of Estimates

2 unchanged sentences

Actual results could differ from those estimates and would impact future results of operations and cash flows.

SIGNIFICANT ACCOUNTING POLICIES

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 transferors 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.

Based on the above hierarchy, cash is considered level 1 and the warrant derivative liability is considered level 2 as the fair value of the warrant derivative liability is calculated using the Black-Sholes pricing model.

Certain comparative figures have been reclassified to conform to the current period’s presentation.

PREPAID EXPENSES

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED APRIL 30, 2020

FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2020

(Expressed in United States Dollars)

PREPAID EXPENSES

April 30, 2020

July 31, 2019

Recast (Note 2)

Promotion and shareholder communication

MINERAL PROPERTY INTERESTS

The Company’s mineral properties balance consists of:

Recast (Note 2)

Idaho-Maryland, California

Balance, July 31, 2018, July 31, 2019 and April 30, 2020

July 31, 2020 and October 31, 2020

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 April 30, 2020, the Company holds title to the Idaho-Maryland Gold Mine Property.

As of April 30, 2020, 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 at October 31, 2020, the Company holds title to the Idaho-Maryland Gold Mine Property.

As of October 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.

2 unchanged sentences

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.

Upon execution of the option agreement, the Company paid the vendors a non-refundable cash deposit in the amount of $25,000, which was credited against the purchase price of $2,000,000 upon exercise of the option.

On November 30, 2016, the Company negotiated an extension of the closing date of the option agreement to December 26, 2016, in return for a cash payment of $25,000, which was also credited against the purchase price of $2,000,000 upon exercise of the option.

On December 28, 2016, the Company negotiated a further no-cost extension of the closing date of the option agreement to April 30, 2017.

On January 25, 2017, the Company exercised the option by paying $1,950,000 and acquired a 100% interest in the Idaho-Maryland Gold Mine property.

On January 25, 2017, the Company exercised the option by paying the net amount owing of $1,950,000 and acquired a 100% interest in the Idaho-Maryland Gold Mine property.

In connection with the option agreement, the Company agreed to pay a cash commission of $140,000 equal to 7 per cent of the purchase price of $2,000,000;

the commission was settled on January 25, 2017 through the issuance of 92,000 units valued at C$2.00 per unit.

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

On January 24, 2019, these warrants expired unexercised.

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

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED APRIL 30, 2020

FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2020

(Expressed in United States Dollars)

1 unchanged sentence

Idaho-Maryland Gold Mine Property, California (continued)

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 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 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.

On January 6, 2017, the Company entered into an option agreement with Sierra Pacific Industries Inc.

4 unchanged sentences

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 Companys property for a period of six months.

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

As at April 30, 2020, $225,000 has been recognized as other income ($175,000 during the nine months ended April 30, 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 April 30, 2020, the Company has incurred cumulative exploration expenditures of $5,760,181 on the Idaho-Maryland Gold Mine property as follows:

Nine months ended

April 30, 2020

On May 14, 2018, the Company completed the purchase of the surface rights totalling approximately 82 acres by making the final payment of $1,300,000.

As at October 31, 2020, the Company has incurred cumulative exploration expenditures of $6,576,762 on the Idaho-Maryland Gold Mine property as follows:

Three months ended

October 31, 2020

July 31, 2020

Recast (Note 2)

Idaho-Maryland Gold Mine expenditures:

5 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED APRIL 30, 2020

(Expressed in United States Dollars)

EQUIPMENT AND EQUIPMENT LOAN

Drilling equipment

At July 31, 2018 (Recast - Note 2)

At July 31, 2019 (Recast - Note 2)

At April 30, 2020

Accumulated depreciation

At July 31, 2018 (Recast - Note 2)

At July 31, 2019 (Recast - Note 2)

At April 30, 2020

Total carrying value, July 31, 2019 (Recast - Note 2)

Total carrying value, April 30, 2020

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.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED APRIL 30, 2020

FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2020

(Expressed in United States Dollars)

8 unchanged sentences

The remuneration of the key management personnel is as follows:

Salaries of $101,250 (2019 - $101,250) to the CEO of the Company.

Directors fees of $64,167 (2019 - $45,000) to directors of the Company.

As at April 30, 2020, $35,000 of these director fees is included in payables to related parties.

As at July 31, 2019, the Company owed $129,638 to related parties.

During the period ended April 30, 2020, the Company paid $100,799 (2019 - $20,830) in professional and consulting fees to a company controlled by a director of the Company.

Share-based compensation of $326,393 (2019 - $133,557) for options granted during the period ended April 30, 2020.

Consulting fees of $Nil (2019 - $15,391) to the former CFO of the Company.

a) Salaries of $33,750 (2019 - $33,750) to the CEO of the Company.

b) Directors fees of $20,000 (2019 - $19,156) to directors of the Company.

c) During the period ended October 31, 2020, the Company paid $34,035 (2019 - $34,000) in professional and consulting fees to a company controlled by a director of the Company.

d) Share-based compensation of $560,792 (2019 - $326,393) for options granted during the period ended October 31, 2020.

e) As at October 31, 2020 and July 31, 2020 $20,131 and $79,479 were owed to related parties respectively.

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED APRIL 30, 2020

FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2020

(Expressed in United States Dollars)

On September 3, 2019, the Company completed a debt financing for $1,000,000.

This loan has a term of 4 years and an interest rate of 10% compounded monthly for the first two years increasing to 20% in year 3 and to 25% in year 4.

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 determined 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 other issuance costs.

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.

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

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.

As at April 30, 2020, the balance of this loan including accrued interest of $69,357 is $684,970.

Balance, July 31, 2019

Issuance costs

Interest expense

Accretion expense

Balance, April 30, 2020

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.

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED APRIL 30, 2020

FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2020

(Expressed in United States Dollars)

WARRANT DERIVATIVE

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

DERIVATIVE LIABILITY

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

These warrants are considered to be a derivative as a variable amount of cash in the Company’s functional currency 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 Companys fair value of warrant derivative:

Warrant derivative

Number of warrants accounted for as derivative liability

Balance, August 1, 2019

Fair value adjustment

Balance, April 30, 2020

As the initial recognition as well as the revaluation of these warrants both took place within the nine-month period ended April 30, 2020, the Company recorded a loss on fair value adjustment on warrant derivative of $1,314,564 during the period (April 30, 2019 - $Nil).

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants as at April 30, 2020 and August 1, 2019:

April 30, 2020

August 1, 2019

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

The following table shows a continuity of the Company’s derivative liability:

For the three-month period ended October 31, 2020, the Company recorded a gain on fair value of derivative liability of $256,696 during the period (October 31, 2019 – loss of $1,744,179).

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

October 31, 2020

July 31, 2020

Risk-free interest rate

9 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED APRIL 30, 2020

FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2020

(Expressed in United States Dollars)

1 unchanged sentence

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 issued at a price of $0.80 (C$1.00) consists of one share of common stock and one-half of one share purchase warrant where each whole warrant is exercisable into one share of common stock 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 Companys 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 finders fee to Southern Arc Minerals Inc.

(Southern Arc), 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 where each whole warrant is 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.

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 a 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 $1.00 (C$1.30) 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.

1 unchanged sentence

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.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED APRIL 30, 2020

(Expressed in United States Dollars)

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

Private Placements (continued)

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 $0.50 (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 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 finders 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 Company has paid finders’ fees and associated legal fees of $8,710 and issued a total of 11,196 finder’s warrants entitling the holder to acquire one share at a price of $0.80 (C$1.00) until August 19, 2022.

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:

3 unchanged sentences

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.

On September 23, 2020, the Company completed a non-brokered private placement for a total of $250,000 through the issuance of 333,333 units at a price of $0.75 per Unit (C$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 $1.00 (C$1.36) until September 21, 2022.

The Company has paid associated legal fees of $1,802 in connection with this financing.

RISE GOLD CORP.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED OCTOBER 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 $133,557 to employees and directors of the Company.

The options are exercisable at $0.80 (C$1.00) per share for a period of five years and expire on November 29, 2023.

On August 21, 2019, the Company granted 751,284 stock options with a fair value of $331,966 to employees and directors of the Company pursuant to the terms of the Companys Stock Option Plan.

The options are exercisable at $0.50 (C$0.70) per share for a period of five years and expire on August 21, 2024.

On March 17, 2020, the Company granted 75,000 stock options with a fair value of $25,305 to a consultant of the Company pursuant to the terms of the Companys Stock Option Plan.

The options are exercisable at $0.35 (C$0.50) per share for a period of three years and expire on March 17, 2023.

During the period ended April 30, 2020, the Company recorded $357,271 in share-based compensation (April 30, 2019- $133,557).

The following incentive stock options were outstanding and exercisable at April 30, 2020:

On August 21, 2019, the Company granted 751,284 stock options to employees and directors of the Company

pursuant to the terms of the Company’s Stock Option Plan.

The options are exercisable at $0.50 (C$0.70) per

share for a period of five years and expire on August 21, 2024.

During the period ended October 31, 2019, the Company recorded $331,966 in share-based compensation.

On September 22, 2020, the Company granted a total of 1,338,500 stock options to the Company’s President and CEO, Benjamin Mossman.

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

The company recorded share-based compensation of $560,792 in connection with this grant.

The following incentive stock options were outstanding and exercisable at October 31, 2020:

Weighted Average Exercise

March 22, 2021

August 8, 2021

December 27, 2021

March 17, 2023

2 unchanged sentences

August 21, 2024

September 22, 2025

As at October 31, 2020, the aggregate intrinsic value of the Company’s stock options is $106,250 (July 31, 2020 – $73,400).

Stock option transactions are summarized as follows:

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.

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED APRIL 30, 2020

FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2020

(Expressed in United States Dollars)

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

Stock Options (continued)

Stock option transactions are summarized as follows:

Number of Options

Weighted Average Exercise Price ($C)

Aggregate Intrinsic Value

Balance outstanding and exercisable, July 31, 2018

Options granted

Balance outstanding and exercisable, July 31, 2019

Options granted

Options expired

Balance outstanding and exercisable, April 30, 2020

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of stock options issued during the period ended April 30, 2020 and year ended July 31, 2019:

April 30, 2020

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of stock options issued during the period ended October 31, 2020 and year ended July 31, 2020:

October 31, 2020

July 31, 2020

Risk-free interest rate

Expected life of stock options

Expected life of options

Expected annualized volatility

117.21% - 123.27%

Forfeiture rate

The following warrants were outstanding at April 30, 2020:

Weighted Average Exercise

The following warrants were outstanding at October 31, 2020:

November 5, 2020

April 18, 2021

1 unchanged sentence

September 17, 2021

October 16, 2020

November 5, 2020

March 1, 2021

1 unchanged sentence

September 3, 2022

During the period ended April 30, 2020, a total of 1,402,393 warrants with a weighted average exercise price of C$2.50 expired unexercised.

July 31, 2022

September 21, 2022

During the period ended October 31, 2020, a total of 962,500 warrants with an exercise price of C$1.30 expired unexercised.

375,000 warrants with an exercise price of $1.30 expired subsequent to the period end unexercised.

Warrant transactions are summarized as follows:

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED APRIL 30, 2020

FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2020

(Expressed in United States Dollars)

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

Warrants (continued)

Warrant transactions are summarized as follows:

Number of Warrants

Weighted Average Exercise Price ($C)

Balance, July 31, 2018

Warrants issued

Warrants expired

Balance, July 31, 2019

Warrants issued

Warrants expired

Balance, April 30, 2020

Share-Based Payments

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.

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

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

During the nine-month periods ended April 30, 2020 and 2019, the Company had the following non-cash financing and investing activities:

For the nine-month period ended April 30, 2020:

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

During the three-month periods ended October 31, 2020 and 2019, the Company had the following non-cash financing and investing activities:

For the period ended October 31, 2020:

a) The Company accrued $28,969 of interest expense as part of the outstanding balance of loan payable.

For the period ended October 31, 2019:

b) The Company issued a total of 11,196 finder’s warrants entitling the holder to acquire one share at a price of

$1.00 until August 19, 2022 with a fair value of $4,990.

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

1 unchanged sentence

expected volatility – 123.27%;

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

share price and strike price - C$1.00;

expected life of warrants – 3 years.

For the nine-month period ended April 30, 2019:

The Company issued 107,450 share purchase warrants valued at $37,630 (discount rate 1.65%, volatility 139.09%, expected life 2 years, dividend yield 0%) as a finders fee to Southern Arc which will be exercisable into one share of common stock at a price of $1.00 (C$1.30) until October 16, 2020.

SEGMENTED INFORMATION

4 unchanged sentences

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.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE.

FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE.

WORDS SUCH AS "PLANS", "INTENDS", "WILL", "HOPES", "SEEKS", "ANTICIPATES", "EXPECTS"

AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT.

SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO PRESENT AND FUTURE OPERATIONS, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS.

NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE US TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS.

THEREFORE, THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS QUARTERLY REPORT ON FORM 10-Q AND IN OUR OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.

NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.

Description of Business

Our Company was incorporated on February 9, 2007 as Atlantic Resources Inc.

in the state of Nevada pursuant to the Nevada Revised Statutes.

On April 11, 2012, we changed our name to Patriot Minefinders Inc.

On January 14, 2015, we changed our name to Rise Resources Inc.

On April 7, 2017, we changed our name to Rise Gold Corp.

All current and comparative references to the number of shares of common stock, stock options, warrants and loss per share reflect this share consolidation.

On January 14, 2015, we completed a merger with our wholly owned subsidiary, Rise Resources Inc., and formally assumed the subsidiarys name by filing Articles of Merger with the Nevada Secretary of State.

The subsidiary was incorporated entirely for the purpose of effecting the name change and the merger did not affect our Articles of Incorporation or corporate structure in any other way.

On January 22, 2015, we completed a 1 for 80 reverse split of our common stock and effected a corresponding decrease in our authorized capital by filing a Certificate of Change with the Nevada Secretary of State (the Reverse Split).

As a result of the Reverse Split, our authorized capital decreased from 168,000,000 shares to 2,100,000 and our issued and outstanding common stock decreased from 6,340,000 shares to 79,252, with each fractional share being rounded up to the nearest whole share.

Both the name change and Reverse Split became effective in the market at the open of business on February 9, 2015.

On April 9, 2015, we increased our authorized capital from 2,100,000 to 40,000,000 shares of common stock.

On March 29, 2017, we completed another merger with our wholly owned subsidiary, Rise Gold Corp., and formally assumed the subsidiarys name by filing Articles of Merger with the Nevada Secretary of State.

The subsidiary was incorporated entirely for the purpose of effecting the name change and the merger did not affect our Articles of Incorporation or corporate structure in any other way.

We currently have one wholly owned subsidiary, Rise Grass Valley, Inc., which holds certain of our interests and assets located in the United States, and in particular, our interest in the I-M Mine Property.

Rise Grass Valley, Inc.

was incorporated in the state of Nevada pursuant to the Nevada Revised Statutes.

Our common stock is currently listed in Canada on the Canadian Securities Exchange (the CSE) under the symbol RISE.

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

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

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

Business Development

Developments in our Companys business during the July 31, 2019 fiscal year and the nine-month period ended April 30, 2020 include the following:

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.

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

(Southern Arc), which will be exercisable into one share of common stock at a price of $1.00 (C$1.30) until October 16, 2020.

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

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 a convertible debt balance of $757,897 (C$1,004,972).

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 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.

Plan of Operations

As at April 30, 2020, the Company had a cash balance of $1,025,806, compared to a cash balance of $214,158 as of July 31, 2019.

Our plan of operations for the next 12 months is to continue the Use Permit process in Nevada County California, to re-open the Idaho-Maryland gold mine at the I-M Mine Property.

The Company submitted the application for a Use Permit to Nevada County on November 21st 2019.

On April 28th, 2020, with a vote of 5-0, the Nevada County (County) Board of Supervisors approved the contract for Raney Planning & Management Inc.

(Raney) to prepare the Environmental Impact Report (EIR) and conduct contract planning services on behalf of the County for the proposed Idaho-Maryland Mine Project.

Raney will begin work immediately to review the technical studies submitted by Rise with the Use Permit application and initiate preparation of the Draft Environmental Impact Report (Draft EIR).

A general outline of remaining milestones in the process to approval of the permit is outlined as follows:

1) County planning staff and Raney prepare a Draft EIR which includes holding a public scoping meeting and public comments on which issues should be covered by the EIR;

2) Draft EIR is published for public comment;

3) Raney publishes a Final EIR which includes responses to public comments on the Draft EIR;

4) County decisionmakers review the Final EIR, certify the environmental document and consider approval of the Use Permit and Reclamation Plan at a public hearing.

The Companys original estimate of the remaining timeline to approval ranges from December 2020 to May 2021.

Ancillary construction and operational permits would follow as needed.

Project Design

The Use Permit application proposes underground mining to recommence at an average throughput of 1,000 tons per day.

The existing Brunswick Shaft, which extends to ~3,400 feet depth below surface, would be used as the primary rock conveyance from the IM Mine.

A second service shaft would be constructed by raising from underground to provide for the conveyance of personnel, materials, and equipment.

Gold processing would be done by gravity and flotation to produce gravity and flotation gold concentrates.

Processing equipment and operations would be fully enclosed in attractive modern buildings and numerous mature trees located on the perimeter of the Brunswick site would be retained to provide visual shielding of aboveground project facilities and operations.

The Company would produce barren rock from underground tunneling and sand tailings as part of the project which would be used for creation of approximately 58 acres of level and useable industrial zoned land for future economic development in Nevada County.

A water treatment plant and pond, using conventional processes, would ensure that groundwater pumped from the mine is treated to regulatory standards before being discharged to the local waterways.

Detailed studies by professionals in the fields of civil and electrical engineering, biology, hydrology, cultural resources, traffic, air quality, human health, vibration, and sound have guided the design of the project.

Approximately 300 employees would be required if the mine reaches full production.

Nevada County Use Permit

The application and permitting process are being managed by Benchmark Resources, a California based planning and environmental consulting firm with substantial experience in the permitting of mining projects.

Benchmarks track record of success has resulted in the development of numerous environmentally sensitive and socially accepted mining projects across the state.

The IM Mine Property is 100% owned by the Company and located on private land in Nevada County, California.

As a result, the Project is subject to the Nevada County Land Use and Development Code.

Subsurface mining and aboveground processing are allowed uses subject to County approval of a Use Permit.

The Company will also be required to obtain approval of a Reclamation Plan, variance, and rezone from the County for any surface component of the underground mining operation before mining operations can commence.

In order to approve the requested entitlements, the County must satisfy the requirements of the California Environmental Quality Act (CEQA).

CEQA requires that the County study the environmental impacts of any discretionary action, disclose the impacts to the public, and mitigate unavoidable impacts to the extent feasible.

CEQA is triggered whenever a California governmental agency is asked to approve a discretionary project.

The project application will require an Environmental Impact Report (EIR).

The Company believes its drilling program has been successful but cautions investors no current mineral resources or mineral reserves have been defined.

The Companys submission of an application for a Use Permit from Nevada County requires information regarding planned throughput and material quantities.

The Company cautions investors that no technical report has been filed to support that this rate of production can be achieved.

The Company has not completed a feasibility study to establish mineral reserves and therefore has not demonstrated economic viability of the IM Mine.

The Company has not made a production decision for the IM Mine.

Results of Operations

For the Periods Ended April 30, 2020 and 2019

The Companys operating results for the periods ended April 30, 2020 and 2019 are summarized as follows:

Three months ended April 30, 2020

Three months ended April 30, 2019 Recast (Note 2)

Nine months ended April 30, 2020

Nine months ended April 30, 2019 Recast (Note 2)

Directors' fees

Filing and regulatory

Accretion expense

Foreign exchange (gain) loss

General and administrative

Geological, mineral, and prospect costs

Interest expense

Professional fees

Promotion and shareholder communication

Share-based compensation

Loss before other items

Gain (loss) on fair value adjustment on warrant derivative

Gain on settlement of equipment loan

Net income (loss) for the period

Foreign exchange translation adjustment arising from change in functional currency

Net comprehensive income (loss) for the period

Basic and diluted income (loss) per common share

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

Liquidity and Capital Resources

Working Capital

At April 30, 2020

At July 31, 2019

At July 31, 2018

Current Assets

Current Liabilities

Working Capital

For the nine month period ended April 30, 2020

For the nine month period ended April 30, 2019

Net Cash used in Operating Activities

Net Cash used in Investing Activities

Net Cash provided by Financing Activities

Net Increase in Cash During the Period

As of April 30, 2020, the Company had $1,025,806 in cash, $1,160,745 in current assets, $5,916,854 in total assets, $233,744 in current liabilities and $1,999,534 in non-current liabilities, a working capital of $927,001 and an accumulated deficit of $16,437,984.

During the nine-month period ended April 30, 2020, the Company used $2,202,248 (2019 - $3,103,660) in net cash on operating activities.

The difference in net cash used in operating activities during the two periods was largely due to the lower level of drilling and exploration activities during the period ended April 30, 2020.

The Company had no investing activities during the nine-month period ended April 30, 2020 (2019 - $94,795 used to purchase equipment).

The Company received net cash of $3,013,896 (2019 $3,347,132) from financing activities during the nine-month period ended April 30, 2020.

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

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

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

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

During the period ended April 30, 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 Companys business are not known at this time.

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

Off Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

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

What changed 10-Q

Item 1. Financial Statements