What changed in this filing

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Item 1. Financial Statements

2021-03-17 compared with 2020-12-15 · 42 added, 48 removed, 278 unchanged (24% of the section changed)

6 unchanged sentences

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

PERIOD ENDED OCTOBER 31, 2020

PERIOD ENDED JANUARY 31, 2021

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS:

30 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2020

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2021

(Expressed in United States Dollars)

12 unchanged sentences

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

The Company has incurred a loss of $657,552 for the six-month period ended January 31, 2021 and has accumulated a deficit of $18,598,151.

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.

6 unchanged sentences

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

At January 31, 2021, the Company had working capital of $2,215,282 (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 three months ended October 31, 2020 are not necessarily indicative of the results that may be expected for the year ended July 31, 2021.

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

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2020

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2021

(Expressed in United States Dollars)

14 unchanged sentences

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

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

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

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

12 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2020

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2021

(Expressed in United States Dollars)

7 unchanged sentences

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

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

PREPAID EXPENSES

2 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2020

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2021

(Expressed in United States Dollars)

2 unchanged sentences

Idaho-Maryland, California

July 31, 2020 and October 31, 2020

July 31, 2020 and January 31, 2021

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 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 at January 31, 2021, the Company holds title to the Idaho-Maryland Gold Mine Property.

As of January 31, 2021, 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.

14 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2020

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2021

(Expressed in United States Dollars)

8 unchanged sentences

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

As at January 31, 2021, the Company has incurred cumulative exploration expenditures of $6,767,736 on the Idaho-Maryland Gold Mine property as follows:

Six months ended

January 31, 2021

July 31, 2020

6 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2020

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2021

(Expressed in United States Dollars)

10 unchanged sentences

b) Directors fees of $40,000 (2020 - $44,500) 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.

c) During the period ended January 31, 2021, the Company paid $68,992 (2020 - $68,187) in professional and consulting fees to a company controlled by a director of the Company.

d) Share-based compensation of $560,792 (2020 - $326,393) for options granted during the six-month period ended January 31, 2021.

e) As at January 31, 2021 and July 31, 2020, $20,000 and $79,479 were owed to related parties, respectively.

RISE GOLD CORP.

1 unchanged sentence

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2020

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2021

(Expressed in United States Dollars)

11 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2020

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2021

(Expressed in United States Dollars)

4 unchanged sentences

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

For the six-month period ended January 31, 2021, the Company recorded a total gain on fair value of derivative liability of $1,333,140 during the period (January 31, 2020 – loss of $2,076,663).

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants as at January 31, 2021 and July 31, 2020:

January 31, 2021

July 31, 2020

10 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2020

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2021

(Expressed in United States Dollars)

6 unchanged sentences

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

The Company has paid finders’ fees and associated legal fees of $8,710 and issued a total of 11,196 finder’s warrants 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 valued at $4,990 (Note 11), 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.

13 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2020

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2021

(Expressed in United States Dollars)

1 unchanged sentence

Stock Options

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.

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

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

1 unchanged sentence

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:

The following incentive stock options were outstanding and exercisable as at January 31, 2021:

Weighted Average Exercise

5 unchanged sentences

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).

As at January 31, 2021, the aggregate intrinsic value of the Company’s stock options is $14,250 (July 31, 2020 – $73,400).

Stock option transactions are summarized as follows:

6 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2020

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2021

(Expressed in United States Dollars)

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

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

October 31, 2020

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of stock options issued during the period ended January 31, 2021 and year ended July 31, 2020:

January 31, 2021

July 31, 2020

4 unchanged sentences

Forfeiture rate

The following warrants were outstanding at October 31, 2020:

November 5, 2020

The following warrants were outstanding at January 31, 2021:

April 18, 2021

6 unchanged sentences

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.

During the period ended January 31, 2021, a total of 1,337,500 warrants with an exercise price of C$1.30 expired unexercised.

Warrant transactions are summarized as follows:

2 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2020

FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2021

(Expressed in United States Dollars)

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

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:

During the six-month periods ended January 31, 2021 and 2020, the Company had the following non-cash financing and investing activities:

For the period ended January 31, 2021:

a) The Company accrued $58,702 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

For the period ended January 31, 2020:

b) Company accrued $42,441 of interest expense as part of the outstanding balance of loan payable.

c) 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.

11 unchanged sentences

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