Rise Gold Corp 10-Q for FY2026 Q2
Rise Gold Corp. (RYES)
About this 10-Q
Rise Gold Corp filed this 10-Q on March 17, 2026, covering the quarter ended January 31, 2026 (FY2026 Q2).
Headline figures
Quarter ended January 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $1.23M
- compared with a net loss of $686.33K a year earlier
- Diluted EPS
- -$0.01
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
Commission File Number:
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices) (Zip Code)
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N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
| None | None | None |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ❏ | Accelerated filer ❏ |
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Smaller reporting company |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ❏
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ❏ Yes ☒
As of March 17, 2026, the registrant had
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The condensed consolidated interim financial statements of Rise Gold Corp. ("we", "us", "our", the "Company"," Rise" "Rise Gold", or the "registrant"), a Nevada corporation, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, the condensed consolidated interim financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company in the Company's Form 10-K for the fiscal year ended July 31, 2025.
RISE GOLD CORP.
(AN EXPLORATION STAGE COMPANY)
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PERIOD ENDED JANUARY 31, 2026
RISE GOLD CORP.
(An Exploration Stage Company)
CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
(Expressed in United States Dollars)
(Unaudited)
| AS AT | ||||||
| January 31, 2026 | July 31, 2025 | |||||
| ASSETS | ||||||
| Current | ||||||
| Cash and cash equivalents (Note 3) | $ | $ | ||||
| Receivables | ||||||
| Prepaid expenses (Note 4) | ||||||
| Assets held for sale (Note 6) | ||||||
| Total current assets | ||||||
| Non-current | ||||||
| Mineral property interests (Note 5) | ||||||
| Note receivable (Note 5) | ||||||
| Deferred financing assset (Note 10) | ||||||
| Total assets | $ | $ | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||
| Current | ||||||
| Accounts payable and accrued liabilities | $ | $ | ||||
| Deposit liability (Note 6) | ||||||
| Payable to related parties (Note 8) | ||||||
| Total current liabilities | ||||||
| Non-current | ||||||
| Credit facility (Note 10) | ||||||
| Total liabilities | ||||||
| Stockholders’ equity | ||||||
| Capital stock, $ |
||||||
| Additional paid-in capital (Note 11) | ||||||
| Cumulative translation adjustment | ( |
) | ( |
) | ||
| Deficit | ( |
) | ( |
) | ||
| Total stockholders' equity | ||||||
| Total liabilities and stockholders' equity | $ | $ |
Nature and continuance of operations (Note 1)
Contingency (Note 7)
Subsequent events (Note 14)
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
1
RISE GOLD CORP.
(An Exploration Stage Company)
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Expressed in United States Dollars)
(Unaudited)
| Three months ended January 31, 2026 |
Three months ended January 31, 2025 |
Six months ended January 31, 2026 |
Six months ended January 31, 2025 |
|||||||||
| EXPENSES | ||||||||||||
| Accretion expense (Note 10) | $ | $ | $ | $ | ||||||||
| Consulting | ||||||||||||
| Directors' fees | ||||||||||||
| Filing and regulatory | ||||||||||||
| Foreign exchange (gain) loss | ||||||||||||
| General and administrative | ||||||||||||
| Geological, mineral, and prospect costs (Note 5) | ||||||||||||
| Interest expense (Note 10) | ||||||||||||
| Professional fees | ||||||||||||
| Promotion and shareholder communication | ||||||||||||
| Salaries | ||||||||||||
| Share-based compensation (Note 11) | ||||||||||||
| Loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) |
| Impairment of deferred financing asset (Note 10) | ( |
) | ( |
) | ||||||||
| Loss on note receivable (Note 6) | ( |
) | ( |
) | ||||||||
| Other income | ||||||||||||
| Net loss and comprehensive loss for the period | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) |
| Basic and diluted 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.
2
RISE GOLD CORP.
(An Exploration Stage Company)
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)
(Unaudited)
| Six months ended January 31, 2026 |
Six months ended January 31, 2025 |
|||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Loss for the period | $ | ( |
) | $ | ( |
) |
| Items not involving cash | ||||||
| Interest expense | ||||||
| Share-based compensation | ||||||
| Accretion expense | ||||||
| Foreign exchange loss | ||||||
| Interest income note receivable amortization | ( |
) | ||||
| Legal expenses added to line of credit facility | ||||||
| Loss on settlement of note receivable | ||||||
|
Impairment of deferred financing asset |
|
|||||
| Non-cash working capital item changes: | ||||||
| Receivables | ||||||
| Prepaid expenses | ( |
) | ( |
) | ||
| Accounts payable and accrued liabilities | ( |
) | ( |
) | ||
| Related party payables | ( |
) | ( |
) | ||
| Net cash used in operating activities | ( |
) | ( |
) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Proceeds from mineral property contracted for sale | ||||||
| Net cash provided by investing activities | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Private placement, net of issuance cost | ||||||
| Proceeds from stock options exercise | ||||||
| Proceeds from loan | ||||||
| Line of credit repayment | ( |
) | ( |
) | ||
| Loan repayment | ( |
) | ||||
| Net cash provided (used) by financing activities | ( |
) | ||||
| Change in cash and cash equivalents for the period | ||||||
| Cash and cash equivalents, beginning of period | ||||||
| Cash and cash equivalents, end of period | $ | $ |
Supplemental disclosure with respect to cash flows (Note 12)
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
3
RISE GOLD CORP.
(An Exploration Stage Company)
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY
(Expressed in United States Dollars)
(Unaudited)
| Capital Stock | Additional Paid-in Capital |
Cumulative Translation Adjustment |
||||||||||||||||
| Number | Amount | Deficit | Total | |||||||||||||||
| Balance as at July 31, 2024 | $ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||
| Warrants issued for loans | - | - | - | - | ||||||||||||||
| Share-based compensation | - | - | - | - | ||||||||||||||
| Loss for the period | - | - | - | - | ( |
) | ( |
) | ||||||||||
| Balance as at October 31, 2024 | $ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||
| Loss for the period | - | - | - | - | ( |
) | ( |
) | ||||||||||
| Share-based compensation | ||||||||||||||||||
| Balance as at January 31, 2025 | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||
| Balance as at July 31, 2025 | $ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||
| Shares issued for cash, net of issuance cost | - | - | ||||||||||||||||
| Share-based compensation | - | - | - | - | ||||||||||||||
|
Loss for the period |
- | - | - | - | ( |
) | ( |
) | ||||||||||
| Balance as at October 31, 2025 | $ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||
| Share issuance costs | - | - | ( |
) | - | - | ( |
) | ||||||||||
| Shares issued from stock options exercise | - | - | ||||||||||||||||
| Shares issued from RSU exercise | ( |
) | - | - | ||||||||||||||
| Shares issued from DSU exercise | ( |
) | - | - | ||||||||||||||
| Share-based compensation | - | - | - | - | ||||||||||||||
|
Loss for the period |
- | - | - | - | ( |
) | ( |
) | ||||||||||
| Balance as at January 31, 2026 | $ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
4
| RISE GOLD CORP. (An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2026 (Expressed in United States Dollars) (Unaudited) |
1. NATURE AND CONTINUANCE OF OPERATIONS
Rise Gold Corp. (the "Company") was originally incorporated as Atlantic Resources Inc. in the State of Nevada on February 9, 2007, and is an exploration stage company. On April 11, 2012, the Company merged with its wholly owned subsidiary, Patriot Minefinders Inc., a Nevada corporation, to effect a name change to Patriot Minefinders Inc. On January 14, 2015, the Company completed a name change to Rise Resources Inc. in the same manner. On March 29, 2017, the Company changed its name to Rise Gold Corp. These mergers were carried out solely for the purpose of effecting these changes of names.
On September 18, 2020, the Company increased its authorized capital from
On January 29, 2016, the Company completed an initial public offering in Canada and began trading on the Canadian Securities Exchange ("CSE") on February 1, 2016.
The Company is in the early stages of exploration and as is common with any exploration company, it raises financing for its acquisition activities. The accompanying condensed interim consolidated financial statements have been prepared on the going concern basis, which presumes that the Company will continue operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. The Company incurred a loss of $
On January 31, 2026, the Company had working capital surplus of $
2. BASIS OF PREPARATION
Generally Accepted Accounting Principles
These unaudited condensed consolidated interim financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America ("US GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC") for financial information with the instructions to Form 10-Q and Regulation S-K. Results are not necessarily indicative of results which may be achieved in the future. The unaudited condensed consolidated interim financial statements should be read in conjunction with the Company's Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with Management's Discussion and Analysis, for the year ended July 31, 2025. 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. These financial statements follow the same accounting policies in the annual financial statements. The operating results for the six months ended January 31, 2026, are not necessarily indicative of the results that may be expected for the year ending July 31, 2026.
5
| RISE GOLD CORP. (An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
2. BASIS OF PREPARATION (continued)
Basis of Consolidation
These condensed consolidated interim financial statements include the accounts of the Company and its wholly owned subsidiary, Rise Grass Valley Inc. All significant intercompany accounts and transactions have been eliminated on consolidation.
Subsidiaries
Subsidiaries are all entities over which the Company has exposure to variable returns from its involvement and has the ability to use power over the investee to affect its returns. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company until the date on which control ceases.
The accounts of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Intercompany transactions, balances, and unrealized gains or losses on transactions are eliminated upon consolidation.
Use of Estimates
The preparation of these financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant areas requiring the use of estimates include the carrying value and recoverability of mineral properties and the recognition of deferred tax assets based on the change in unrecognized deductible temporary tax differences. Actual results could differ from those estimates and would impact future results of operations and cash flows.
3. CASH AND CASH EQUIVALENTS
As at January 31, 2026, the balance of cash and cash equivalents is $
4. PREPAID EXPENSES
| January 31, 2026 | July 31, 2025 | |||||
| Current | ||||||
| Insurance | $ | $ | ||||
| Deposits | ||||||
| Investor relations | ||||||
| Total | $ | $ |
6
| RISE GOLD CORP. (An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
5. MINERAL PROPERTY INTERESTS
The Company's mineral properties balance consists of:
| Idaho-Maryland, California | |||
| July 31, 2025 | $ | ||
| January 31, 2026 | $ |
Title to mineral properties
Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain mineral titles. Additionally, the potential for problems arising from the frequently ambiguous conveying history characteristic of many mineral properties also exist. As at January 31, 2026 the Company holds title to the Idaho-Maryland Gold Mine Property.
As of January 31, 2026, the management does not consider that there are events or changes in circumstances to indicate that the carrying amount of the asset group may not be recoverable. As of the date of these consolidated financial statements, the Company has not established any proven or probable reserves on its mineral properties and has incurred only acquisition and exploration costs.
Idaho-Maryland Gold Mine Property, California
On August 30, 2016, the Company entered into an option agreement with three parties to purchase a
In connection with the option agreement, the Company agreed to pay a cash commission of $
7
| RISE GOLD CORP. (An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
5. MINERAL PROPERTY INTERESTS (continued)
Idaho-Maryland Gold Mine Property, California (continued)
On January 6, 2017, the Company entered into an option agreement with Sierra Pacific Industries Inc. ("Sierra") to purchase a
On May 14, 2018, the Company completed the purchase of the surface rights by making the final payment of $
As at January 31, 2026, the Company has incurred cumulative expenditures of $
| |
Six months ended January 31, 2026 |
Year ended July 31, 2025 |
||||
| Idaho-Maryland Gold Mine expenditures: | ||||||
| Opening balance | $ | $ | ||||
| Consulting | ||||||
| Geological sampling | ||||||
| Rent | ||||||
| Supplies and office | ||||||
| Total expenditures for the period | $ | $ | ||||
| Closing balance | $ | $ |
8
| RISE GOLD CORP. (An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
5. MINERAL PROPERTY INTERESTS (continued)
Idaho-Maryland Gold Mine Property, California (continued)
On October 1, 2024, the Company contracted to sell
The sale transaction is subject to two sale agreements with the same arm's length third party. The first agreement covers
The second sale agreement covers
At January 31, 2026, the following is the continuity of the $
| Discounted fair value on May 27, 2025 | $ |
| Interest income earned to July 31, 2025 | $ |
| Balance at July 31, 2025 | $ |
| Interest income earned to January 31, 2026 | $ |
| Balance at January 31, 2026 | $ |
The estimated market interest rate used to discount the note receivable secured by the surface rights was
9
| RISE GOLD CORP. (An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
6. EQUIPMENT
| Cost | Drilling equipment | ||
| At July 31, 2023 | $ | ||
| At July 31, 2024 | $ | ||
| At July 31, 2025 and October 31, 2025 | $ | ||
| Accumulated depreciation | |||
| At July 31, 2023 | $ | ||
| Depreciation | $ | ||
| At July 31, 2024 | $ | ||
| Depreciation | $ | ||
| At July 31, 2025 and October 31, 2025 | $ | ||
| Total carrying value, July 31, 2023 | $ | ||
| Total carrying value, July 31, 2024 | $ | ||
| Assets held for sale | $ | ( |
) |
| Total carrying value, July 31, 2025 and January 31, 2026 | $ |
Assets Held for Sale
During the year ended July 31, 2024, the Company approved a plan to sell its drilling equipment. The drilling equipment had a net carrying amount of $
10
| RISE GOLD CORP. (An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
7. CONTINGENCY
During the year ended July 31, 2014, the Company entered into a binding letter of intent ("LOI") with Wundr Software Inc. ("Wundr"). Under the terms of the LOI, the Company would acquire
In September 2024, the Company received a notice from the Community Environmental Advocates Foundation ("CEA") of intent to file a citizen suit against the Company for alleged violations of the Clean Water Act. The Company was not served with a summons and complaint filed in the citizen suit, and the Company was dismissed. The citizen suit proceeds, however, against Rise Grass Valley Inc, the subsidiary of the Company. On February 25, 2026 CEA filed a motion for summary judgement in their Clean Water Act litigation against Rise Grass Valley Inc. Litigation is ongoing. Rise Grass Valley Inc denies all allegations made in the citizen suit. Management has determined that no estimate of a loss event can be determined at this time in connection with the notice.
8. RELATED PARTY TRANSACTIONS
Key management personnel consist of the Chief Executive Officer, Chief Financial Officer, and the directors of the Company. The remuneration of the key management personnel is as follows:
a) During the six-month period ended January 31, 2026, salaries of $
b) During the six-month period ended January 31, 2026, consulting fees of $
c) During the six-month period ended January 31, 2026, director fees of $
d) During the six-month period ended January 31, 2026, consulting fees of $
e) During the six-month period ended January 31, 2026, the Company paid $
f) Share-based compensation of $
g) As at January 31, 2026, and July 31, 2025, $
h) During the six-month period ended January 31, 2026, certain directors and officers purchased in a private placement of the Company an aggregate of
11
| RISE GOLD CORP. (An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
9. LOANS PAYABLE
a) Eridanus Loan
| Loan Payable | |||
| Balance, July 31, 2023 | $ | ||
| Interest expense | |||
| Accretion expense | |||
| Repayment | ( |
) | |
| Balance, July 31, 2024 | $ | ||
| Interest expense | |||
| Accretion expense | |||
| Issuance costs | ( |
) | |
| Loss on settlment of loan | |||
| Repayment | ( |
) | |
| Balance, July 31, 2025 and January 31, 2026 | $ |
On September 3, 2019, the Company completed a debt financing with Eridanus Capital LLC ("Eridanus") for $
In February 2023, the Company renegotiated its debt agreement with Eridanus whereby the Company agreed to pay $
Accordingly, no gain or loss was recorded and a new effective interest rate of
In September 2024, the Company amended its debt agreement with Eridanus to extend an existing loan by one year to September 4, 2025, along with a reduction in interest rate to
12
| RISE GOLD CORP. (An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
9. LOAN PAYABLE (continued)
a) Eridanus loan (continued)
The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants:
| September 12, 2024 | |
| Risk-free interest rate | |
| Expected life of warrants | |
| Expected annualized volatility | |
| Share price at grant date | $ |
| Exercise price | $ |
| Fair value | $ |
| Dividend | |
| Forfeiture rate |
In May 2025, the Company repaid the entire balance of the Eridanus loan.
b) Myrmikan Loan
On October 10, 2024, the Company finalized a secured loan agreement with Myrmikan Gold Fund, LLC ("Myrmikan") for a $
In May 2025, the Company repaid the entire balance of the Myrmikan loan.
| Balance, July 31, 2024 | $ | ||
| Proceeds | |||
| Interest expense | |||
| Accretion expense | |||
| Issuance costs | ( |
) | |
| Loss on settlement of loan | |||
| Repayment | ( |
) | |
| Balance, July 31, 2025 and January 31, 2026 | $ |
13
| RISE GOLD CORP. (An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
9. LOAN PAYABLE (continued)
b) Myrmikan Loan (continued)
The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants:
| October 10, 2024 | |
| Risk-free interest rate | |
| Expected life of warrants | |
| Expected annualized volatility | |
| Share price at grant date | $ |
| Exercise price | $ |
| Fair value | $ |
| Dividend | |
| Forfeiture rate |
10. CREDIT FACILITY
On February 6, 2024, the Company entered into a revolving credit facility arrangement with an arm's length lender that also provides services to the Company. Pursuant to the arrangement, each month, the lender will defer and add to the loan principal an amount equal to half of the fees billed by the lender up to $
In December 2025, the Company agreed with the lender to cancel the credit facility and paid the outstanding balance.
14
| RISE GOLD CORP. (An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
10. CREDIT FACILITY (continued)
The following are the continuity schedules of the Credit Facility and Deferred Financing asset:
| Balance, July 31, 2024 | $ | ||
| Reclassification to accounts payable | ( |
) | |
| Principal amount | |||
| Interest expense | |||
| Issuance costs | ( |
) | |
| Accretion expense | |||
| Balance, July 31, 2025 | $ | ||
| Principal amount | |||
| Interest expense | |||
| Issuance costs | ( |
) | |
| Accretion expense | |||
| Repayment upon cancellation of credit facility | ( |
) | |
| Balance, January 31, 2026 | $ | ||
Deferred Financing Asset |
|||
| Balance, July 31, 2024 | $ | ||
| Allocation to credit facility | ( |
) | |
| Balance, July 31, 2025 | $ | ||
| Accretion expense | ( |
) | |
| Impairment of deferred financing asset | ( |
) | |
| Balance, January 31, 2026 | $ | ||
The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants
| February 5, 2024 | |
| Risk-free interest rate | |
| Expected life of warrants | |
| Expected annualized volatility | |
| Share price at grant date | $ |
| Exercise price | $ |
| Fair value | $ |
| Dividend | |
| Forfeiture rate |
15
| RISE GOLD CORP. (An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
11. CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL
Private Placements
On May 8, 2025, the Company completed a non-brokered private placement of $
On October 24, 2025, the Company completed a non-brokered private placement of $
Exercises under the Long-Term Incentive Plan
On November 20, 2025,
On November 20, 2025,
On January 5, 2026,
Stock Options
On November 20, 2025, the Company granted a total of
On October 30, 2025, the Company granted a total of
On May 22, 2025, the Company granted a total of
On March 25, 2025, the Company granted a total of
16
| RISE GOLD CORP. (An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
11. CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL (continued)
Stock Options (continued)
On October 21, 2024, the Company granted a total of
On September 20, 2024, the Company granted
The following incentive stock options were outstanding as at January 31, 2026:
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Number of Options outstanding |
Weighted Average Exercise Price ($) |
Expiry Date |
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As at January 31, 2026, the aggregate intrinsic value of the Company's stock options is $
17
| RISE GOLD CORP. (An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
11. 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 ($) |
|||||
| Balance outstanding, July 31, 2024 | $ | |||||
| Options granted | ||||||
| Options expired and cancelled | ( |
) | ||||
| Balance outstanding and exercisable, July 31, 2025 | $ | |||||
| Options granted | ||||||
| Options exercised | ( |
) | ||||
| Balance outstanding and exercisable, January 31, 2026 | $ |
The following weighted average assumptions were used for the Black-Scholes pricing model valuation of stock options issued during the period ended October 31, 2025 and year ended July 31, 2025:
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November 20, 2025 |
October 30, 2025 |
May 22, 2025 |
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| Risk-free interest rate | |||||||||
| Expected life of stock options |
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| Expected annualized volatility | |||||||||
| Dividend | |||||||||
| Forfeiture rate |
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March 25, 2025 |
October 21, 2024 |
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| RISE GOLD CORP. (An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
11. CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL (continued)
Deferred Share Units ("DSUs)
On October 30, 2025, the Company granted
Referred Share Units ("RSUs)
On January 5, 2026, the Company granted
Share-Based Payments
The Company has in place a Long-Term Incentive Plan which provide for the award of Restricted Share Units ("RSUs"), Performance Share Units ("PSUs"), Deferred Share Units ("DSUs"), Stock Appreciation Rights ("SARs") and options to purchase Shares ("Options" and together with RSUs, PSUs, DSUs and SARs, "Awards") to directors, officers, employees, management Company Employees, and consultants. The maximum aggregate number of Awards, at any point, shall not exceed
Warrants
The following warrants were outstanding at January 31, 2026:
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19
| RISE GOLD CORP. (An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
11. CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL (continued)
Warrants (continued)
Warrant transactions are summarized as follows:
| Number of Warrants |
Weighted Average Exercise Price ($) |
|||||
| Balance outstanding, July 31, 2024 | ||||||
| Warrants granted | ||||||
| Warrants expired | ( |
) | ||||
| Balance outstanding, July 31, 2025 | $ | |||||
| Warrants granted | ||||||
| Warrants expired | ( |
) | ||||
| Balance outstanding, January 31, 2026 | $ |
12. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
During the six-month periods ended January 31, 2026 and 2025, the Company had the following non-cash financing and investing activities:
For the period ended January 31, 2026:
a) The Company accrued $
b) Share issuance costs of $
c) Note receivable of $
d) Sale of equipment for $
e) The Company allocated $
For the period ended January 31, 2025:
a) The Company accrued $
b) The Company issued a total of
c) The Company issued
20
| RISE GOLD CORP. (An Exploration Stage Company) NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
13. SEGMENTED INFORMATION
A reporting segment is defined as a component of the Company that:
- Engages in business activities from which it may earn revenues and incur expenses;
- Operating results are reviewed regularly by the entity's chief operating decision maker; and
- Discrete financial information is available.
The Company has determined that it operates its business in
14. SUBSEQUENT EVENT
Subsequent to the period ending January 31, 2026,
Subsequent to the period ending January 31, 2026,
On March 3, 2026, the Company entered into a strategic development partnership (the “Agreement”) with Morgan Hughes Energy (“Morgan Hughes”) to advance the I-M Mine Property as a U.S.-based gold and critical-minerals project. Under the Agreement, Morgan Hughes will work alongside Rise Gold to advance development planning, support capital formation in connection with progressing the project toward operations and position the project within applicable domestic critical-minerals and industrial initiatives.
Under the terms and conditions of the
If material development participation or capital commitments are secured within
Upon achievement of a qualifying development milestone, Rise Gold will appoint a representative of Morgan Hughes to its board of directors, subject to Morgan Hughes maintaining at least a
If the Agreement expires without achievement of the defined milestones, Rise Gold shall pay Morgan Hughes a one-time project development reimbursement of $
21
ITEM 2. MANAGEMENT'S 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
We are a mineral exploration company that was incorporated in the state of Nevada in 2007. Our primary asset is our interest in the Idaho-Maryland Gold Mine property (the "I-M Mine Property"), which is a major past producing high-grade property near Grass Valley, California, United States, which we own outright through our wholly owned Nevada subsidiary, Rise Grass Valley Inc. ("Rise Grass Valley").
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 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 Company's business include the following:
Update on the Legal Efforts Regarding the Vested Right to Mine at the I-M Mine Property
On September 6, 2023, the Company submitted a petition to Nevada County, California (the "County") asserting its constitutionally protected vested right to mine at the I-M Mine Property without a use permit.
On December 13 and 14, 2023, the Board of Supervisors of the County (the "Board") held a public hearing regarding the Company's petition and the Board adopted a resolution rejecting the Company's vested rights petition to operate the I-M Mine Property.
On May 13, 2024, the Company submitted a Writ of Mandamus (the "Writ") to the Superior Court of California for the County of Nevada (the "Court") asking the Court to compel the Board to follow applicable law and grant Rise recognition of its vested right to operate the I-M Mine Property.
Subsequent to filing the Writ, Rise sold three non-core surface parcels to repay debt and obtain the funds necessary to litigate the writ. The County brought a motion for summary judgement in the writ proceedings, arguing that Rise had lost standing because of the sale of the parcels.
22
On August 8, 2025, the Court rejected the County's motion, ruling: "Rise [has] a beneficial interest in the mine property it owns that is the subject of its vested right petition: if its vested right to mine is recognized, Rise possesses all of the surface and mineral estate necessary to begin mining."
On September 6, 2025, the Company filed its initial brief in support of the Writ. The County replied on November 18, 2025, and oral arguments, which were initially scheduled for January 9, 2026, were held on March 9, 2026.
Other Business Development
On March 3, 2026, subsequent to quarter end, the Company entered into a strategic development partnership (the "Agreement") with Morgan Hughes Energy ("Morgan Hughes") to advance the I-M Mine Property as a U.S.-based gold and critical-minerals project. Under the Agreement, Morgan Hughes will work alongside Rise Gold to advance development planning, support capital formation in connection with progressing the project toward operations and position the project within applicable domestic critical-minerals and industrial initiatives.
Morgan Hughes is a U.S.-based energy and minerals operating firm focused on advancing domestic and strategic mineral assets in coordination with evolving industrial policy and U.S. industrial and supply-chain priorities. The company integrates project development strategy, capital formation, and engagement with applicable federal industrial programs designed to strengthen U.S. resource security. Rise Gold has no relationship with Morgan Hughes other than under the Agreement.
Under the terms and conditions of the 18-month Agreement, Rise Gold will issue to Morgan Hughes 18 million warrants with a strike price of USD $0.40 and an expiration date of December 31, 2029. The warrants are structured to vest and become exercisable upon the achievement of defined project advancement milestones associated with positioning the I-M Mine Property for development and operation.
Nine million warrants will vest upon formal advancement of the project within applicable critical-minerals or industrial development frameworks. An additional 4.5 million warrants will vest upon the establishment of development support mechanisms necessary to advance the project toward construction readiness. The remaining 4.5 million warrants will vest upon the Company securing material development participation or capital commitments in connection with advancing the project toward operations during the term of the Agreement.
If material development participation or capital commitments are secured within 36 months of signing the Agreement, Rise Gold will pay Morgan Hughes a one-time development milestone payment of USD $1.5 million in recognition of its role as a strategic development partner advancing the project toward production.
Upon achievement of a qualifying development milestone, Rise Gold will appoint a representative of Morgan Hughes to its board of directors, subject to Morgan Hughes maintaining at least a 5% ownership interest in the Company.
If the Agreement expires without achievement of the defined milestones, Rise Gold shall pay Morgan Hughes a one-time project development reimbursement of USD $250,000, or, upon mutual agreement, issue 1,800,000 warrants exercisable for twelve months.
On January 5, 2026, the Company, pursuant to an employment agreement, granted 250,000 RSUs to its CEO. The RSUs were exercised and converted to common stock of the Company.
On November 20, 2025, the Company appointed David Watkison as President and CEO of Rise Gold Corp and President of the Company's wholly owned operating subsidiary, Rise Grass Valley Inc. Mr. Watkinson has also been appointed as a Director of the Company. Mr. Watkinson replaced Joseph Mullin as President, CEO and Director. Mr. Mullin resigned from his positions with the Company on November 20, 2025, in order to pursue other opportunities.
On November 20, 2025, the Company granted a total of 2,660,000 stock options to directors, officers, and consultants of the Company pursuant to the terms of the Company's Long Term Incentive Plan dated October 17, 2025. The stock options are exercisable at a price of $0.18 per share until November 20, 2030. On the same day, 1,000,000 DSUs and 1,650,000 stock options at $0.10 were exercised and converted to shares of the Company.
23
On November 19, 2025, the Company held its Annual General Meeting. All resolutions were passed, including the re-appointment of Davidson & Company LLP, Chartered Professional Accountants, as auditor until the next annual meeting, and approval of the Corporation's long-term incentive plan. Daniel Oliver was appointed Chairman of the Board.
On November 4, 2025, the Company announced that it has commenced a review of historical data indicating that the Company's wholly owned Idaho-Maryland mine may contain significant amounts of tungsten, a metal listed in the U.S. Department of Energy's 2023 DOE Critical Metals List.
On October 30, 2025, the Company granted a total of 1,445,469 stock options to directors, officers, and consultants of the Company. The stock options are exercisable at a price of $0.25 per share until October 30, 2030.
On October 24, 2025, the Company closed a financing and raised $7,000,000 through the issuance of 28,000,000 units at a price of $0.25 per unit, with each unit comprising one share of common stock and one share purchase warrant. Each whole warrant entitles the holder to acquire one share of common stock at an exercise price of $0.45 for a period of three years from the date of issuance.
On May 22, 2025, the Company granted a total of 3,320,000 stock options to directors, officers, and consultants of the Company. The stock options are exercisable at a price of $0.10 per share until May 22, 2030.
On May 16, 2025, the Company entered into an agreement to sell its drilling equipment for a sale price of $200,000. $100,000 was received on June 6, 2025, and subsequent payments of $50,000 payable for each of the two drilling rigs sold are to be received when each rig drills its first hole to a depth of 200m.
On May 8, 2025, the Company closed a financing and raised $3,000,000 through the issuance of 36,585,361 units at a price of $0.082 per unit, with each unit comprising one share of common stock and one-half of one share purchase warrant. Each whole warrant entitles the holder to acquire one share of common stock at an exercise price of $0.15 for a period of three years from the date of issuance.
On March 25, 2025, the Company granted a total of 1,142,410 stock options to directors and officers of the Company. The stock options are exercisable at a price of $0.10 per share until March 25, 2030.
On November 27, 2024, the Company announced it had contracted to sell 66 acres of industrial land located adjacent to the Company's I-M Mine Property for $4.3 million. The sale transaction is subject to two sale agreements with the same, arm's length third party. The first agreement covers 16 acres of land for total consideration of $1.8 million. That contract closed on November 27, 2024, with the payment of half the sale price, minus certain deductions. The balance of the purchase price is due on November 27, 2026. The buyer will pay monthly interest at an annual rate of 5% per year on the balance of the purchase price until it is paid in full. On January 14, 2025, the Company and the Purchaser negotiated a discounted, accelerated payment with the purchaser whereby the Company received $702,000 in lieu of the second $900,000 payment due in November 2026.
The second sale agreement covers 50 acres of land for total sale price of $2.5 million and closed on May 27, 2025, at which point half of the sale price was due, with the other half due on May 27, 2027. Commencing on the closing date, the buyer is required to pay monthly interest at an annual rate of 5% per year on the balance of the purchase price until it is paid in full. The Company and the purchaser have also executed an option agreement whereby the Company may repurchase the 66 acres of land being sold for the sale price plus the cost of any capital improvements plus an increase of five percent per year on the condition that Rise acquires final government approvals to perform mining operations at the I-M Mine Property. The Company retains ownership of the I-M Mine Property, which is comprised of 53 acres of land surrounding the New Brunswick shaft, as well as its nearby 56-acre Centennial property, and it retains all of its 2,585 acres of mineral rights.
On November 20, 2024, the Company appointed Mihai Draguleasa as the Company's Chief Financial Officer in place of Vince Boon and Catherine Cox as the Company's Corporate Secretary in place of Eileen Au. On October 30, 2024, John Proust, Murray Flanigan and Benjamin Mossman resigned as directors of the Company.
On October 21, 2024, the Company granted 1,006,750 stock options to a consultant of the Company. The stock options are exercisable at a price of $0.11 per share until October 21, 2029.
24
On October 10, 2024, the Company finalized a secured loan agreement with Myrmikan Gold Fund, LLC (the "Lender") for a $500,000 loan (the "Loan") which will be used for the Company's working capital. The Loan has a term of 4 years with an interest rate of 15% per annum with interest accruing and payable along with the principal upon maturity. The Company issued 2,882,514 share purchase warrants at an exercise price of $0.1735 with a 4 year expiry period as additional consideration for advancing the Loan. The Loan may be repaid prior to the maturity date, in whole or in part, provided that all accrued interest is paid. The Loan was secured against the assets of the Company and its subsidiary. Daniel Oliver Jr., a director of the Company (a related party) is the managing member of the Lender. Mr. Oliver disclosed his interest in the transaction and abstained from voting on the Company's resolution approving the Loan. The Company repaid the loan and accrued interest in full in May 2025.
On September 20, 2024, the Company granted 1,006,750 stock options to the Company's President and CEO. The stock options are exercisable at a price of $0.10 per share until September 20, 2029.
On September 10, 2024, the Company finalized an amended debt agreement with Eridanus Capital LLC ("Eridanus") to extend an existing loan by one year to September 4, 2025 along with a reduction in interest rate to 15% per annum for a period of 12 months (commencing September 4, 2024). The Company issued 1,700,000 share purchase warrants at an exercise price of $0.115 to Eridanus as consideration for the extension. The share purchase warrants have a 4 year expiry period from the date of issuance. Eridanus directed that 340,000 of the 1,700,000 share purchase warrants be issued to Daniel Oliver Jr., a member of Eridanus, and a director of the Company. The Company repaid the Eridanus loan in full in May 2025.
Plan of Operations
As at January 31, 2026, the Company had a cash and cash equivalents balance of $8,028,205, compared to a cash balance of $2,783,348 as at July 31, 2025.
Our plan of operations for the next 12 months is to continue the litigation in pursuit of protecting the Company's property rights under both California state and U.S. federal laws. With a larger cash balance available now, the Company will also aim to continue the work it already started to assess the potential supply of tungsten at the I-M Mine Property.
On May 13, 2024, the Company reported that it had submitted a Writ of Mandamus to the Superior Court of California (the "Court") asking the Court to compel the Board of Supervisors of Nevada County (the "Board of Supervisors") to follow applicable law and grant recognition of the Company's vested right to operate our I-M Mine Property. The Company's position in this matter is that the Board of Supervisors' December 2023 decision to deny the Company's vested rights petition adversely infringed on our fundamental and constitutional property rights. The Company contends that the Court is compelled to use its independent judgement and consider the administrative record de novo (i.e., "afresh" or "from the beginning") and without deference to the Board of Supervisors arguments or conclusions.
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 ~3400 feet depth below surface, would be used as the primary rock conveyance from the I-M Mine Property. 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 tunnelling 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 the 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.
25
Approximately 300 employees would be required if the mine reaches full production.
Employees
During the year ended July 31, 2023, and until September 23, 2023, the Company had one full-time employee, which was the former Chief Executive Officer and President, who now serves as an advisor to the Company. Our former Chief Executive Officer and President, Joseph Mullin, provided services pursuant to a consulting agreement. As of November 20, 2025, our new Chief Executive Officer and President, David Watkinson, is an employee of the Company. Other officers and directors provide services to us on an as-needed basis. We plan to rely on their efforts, as well as those of a number of independent consultants, to manage our operations for the foreseeable future.
Government Regulations
We plan to engage in mineral exploration and development activities and will accordingly be exposed to environmental risks associated with mineral exploration activity. We are the operator of the I-M Mine Property.
Our exploration and development activities will be subject to extensive federal, state and local laws, regulations and permits governing protection of the environment. Among other things, our operations must comply with the provisions of the Federal Mine Safety and Health Act of 1977 as administered by the United States Department of Labor.
Our plan is to conduct our operations in a way that safeguards public health and the environment. We believe that our operations comply with applicable environmental laws and regulations in all material respects.
The costs associated with implementing and complying with environmental requirements can be substantial and possible future legislation and regulations could cause us to incur additional operating expenses, capital expenditures, restrictions and delays in developing or conducting operations on our properties, including the I-M Mine Property, the extent of which cannot be predicted with any certainty.
Results of Operations
For the Periods Ended January 31, 2026 and 2025
| Three months ended January 31, 2026 |
Three months ended January 31, 2025 |
Six months ended January 31, 2026 |
Six months ended January 31, 2025 |
|||||||||
| EXPENSES | ||||||||||||
| Accretion expense (Note 10) | $ | - | $ | 128,836 | $ | 8,018 | $ | 158,695 | ||||
| Consulting | 228,066 | 66,784 | 278,094 | 121,890 | ||||||||
| Directors' fees | 20,000 | 20,000 | 40,000 | 50,000 | ||||||||
| Filing and regulatory | 18,359 | 11,923 | 44,075 | 35,920 | ||||||||
| Foreign exchange (gain) loss | 1,007 | 3,286 | 3,801 | 5,413 | ||||||||
| General and administrative | 29,637 | 50,606 | 143,232 | 124,972 | ||||||||
| Geological, mineral, and prospect costs (Note 5) | 33,981 | 20,691 | 98,625 | 65,853 | ||||||||
| Interest expense (Note 10) | - | 68,916 | 3,915 | 165,116 | ||||||||
| Professional fees | 350,536 | 124,693 | 864,311 | 225,574 | ||||||||
| Promotion and shareholder communication | 38,000 | 6,196 | 62,000 | 14,383 | ||||||||
| Salaries | 39,783 | - | 39,783 | - | ||||||||
| Share-based compensation (Note 11) | 485,737 | 36,211 | 1,049,977 | 198,719 | ||||||||
| Loss | $ | (1,245,106 | ) | $ | (538,142 | ) | $ | (2,635,831 | ) | $ | (1,166,535 | ) |
| Impairment of deferred financing asset (Note 10) | (67,610 | ) | - | (67,610 | ) | - | ||||||
| Loss on note receivable (Note 6) | - | (155,727 | ) | - | (155,727 | ) | ||||||
| Other income | 78,476 | 7,536 | 119,833 | 7,536 | ||||||||
| Net loss and comprehensive loss for the period | $ | (1,234,240 | ) | $ | (686,333 | ) | $ | (2,583,608 | ) | $ | (1,314,726 | ) |
26
The non cash share based compensation is higher during the six-month period ended January 31, 2026 ("H1 2026") because more stock options, RSUs, and DSUs grants were issued during H1 2026 compared to the six-month period ended January 31, 2025 ("H1 2025"). With a larger budget available in H1 2026, professional fees were higher mainly because of legal fees incurred in connection with the I-M Mine Property litigation pursuit. Consulting fees were higher in H1 2026, as they include a departure bonus paid to the previous CEO. Having more cash available in H1 2026, the Company was able to generate more interest from cash and cash equivalents (interest income is recorded as other income). Interest and accretion expenses were higher in H1 2025 as the Company had loans and a line of credit outstanding. A loss on early settlement of o note receivable was recognized in H1 2025
The Company's operating results for the periods ended January 31, 2026 and 2025 are summarized as follows:
Liquidity and Capital Resources
Working Capital
| At January 31, 2026 |
At July 31, 2025 | At July 31, 2024 |
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| Current Assets | $ | 8,214,818 | $ | 2,980,679 | $ | 894,638 | ||||
| Current Liabilities | $ | 735,570 | $ | 1,050,421 | $ | 2,661,598 | ||||
| Working Capital | $ | 7,479,248 | $ | 1,930,258 | $ | (1,766,960 | ) |
Cash Flows
| For the six-month period ended January 31, 2026 |
For the six-month period ended January 31, 2025 |
|||||
| Net Cash used in Operating Activities | $ | (1,684,686 | ) | $ | (729,599 | ) |
| Net Cash from in Investing Activities | $ | - | $ | 1,589,349 | ||
| Net Cash provided by (used in) Financing Activities | $ | 6,929,543 | $ | (359,873 | ) | |
| Net increase/(decrease) in Cash During the Period | $ | 5,244,857 | $ | 499,877 |
As of January 31, 2026, the Company had $8,028,205 in cash and cash equivalents, $8,214,818 in current assets, $9,617,736 in total assets, $735,570 in current liabilities and $NIL in non-current liabilities, a working capital of $7,479,248 and an accumulated deficit of $36,078,583.
During H1 2026, the Company used $1,684,686 (H1 2025 - $729,599) in net cash on operating activities.
The Company had $Nil received from investing activities during H1 2026, (H1 2025 - $1,589,349 was generated mainly from proceeds from land contracted for sale).
The Company received net cash of $6,992,641 in H1 2026 from financing activities related to a $7,000,000 private placement secured in October 2025. Stock options exercises added $165,000 to treasury in H1 2026. In December 2025, the Company paid $228,098 to close a line of credit facility. During H1 2025, the Company had a net negative cash used from financing of $359,873 (a $500,000 cash intake from a loan and repayments of loans ($816,951) and line of credit facility ($42,932).
The Company expects to operate at a loss for at least the next 12 months. On October 24, 2025, the Company raised $7,000,000 through issuance of securities. Based on current working capital available, management estimates that it does have sufficient funds to continue as a going concern. 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 long term. 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
27
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
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
The 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, management of the Company 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 the Company's disclosure controls and procedures. Based on this evaluation, management concluded that the Company's disclosure controls and procedures were not effective as of January 31, 2026 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.
Until the Company is able to have the proper staff in place, it likely will not be able to remediate this material weakness.
Changes in Internal Control over Financial Reporting
There were no changes in the Company's internal control over financial reporting during the period ended January 31, 2026 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not applicable.
ITEM 1A. RISK FACTORS.
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Risks Related to Our Business
Increased levels of volatility or a rapid destabilization of global economic conditions could have a material adverse effect on our operations and financial condition.
In recent years, global financial conditions have been characterized by increased volatility which has impacted many industries, including the mining industry. Global financial conditions are subject to sudden and rapid destabilization in response to current and future events, as governmental authorities may have limited resources to respond to such events. Global capital markets continue to experience increased volatility in response to global events such as the significant increase in the rate of inflation in recent years, and the effects of certain countermeasures taken by central banks including increased interest rates. Future economic crises may be precipitated by any number of causes, including natural disasters, epidemics (such as the COVID 19 virus pandemic), geopolitical instability and war (such as the Russian invasion of Ukraine, the Israel Palestine conflict and the Israel/U.S. conflict with Iran), the failure of financial institutions, terrorism, material changes in the price of oil, the volatility of metal prices, and the volatility of global financial markets. Continued increased levels of volatility or a sudden or rapid destabilization of global economic conditions could negatively impact our ability to obtain equity or debt financing or to make other suitable arrangements to finance our Idaho Maryland Mine Project which, in turn, could have a material adverse effect on our operations and financial condition
Our ability to continue to operate as a going concern depends on our ability to obtain adequate financing in the future.
The ability of the Company to continue as a going concern is dependent on the Company's ability to maintain continued support from its shareholders and creditors and to raise additional capital and implement its business plan.
There is no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company. However, management believes that the Company can raise sufficient working capital to meet its projected minimum financial obligations for the next fiscal year. The accompanying financial statements have been prepared under the assumption that we will continue as a going concern. We are an exploration stage company and we have incurred losses since our inception.
We will require significant additional capital to fund our business plan.
We will be required to expend significant funds to determine whether proven and probable mineral reserves exist at our properties, to continue exploration and, if warranted, to develop our existing properties, and to identify and acquire additional properties to diversify our property portfolio. We anticipate that we will be required to make substantial capital expenditures for the continued exploration and, if warranted, development of our I M Mine Property. We have spent and will be required to continue to expend significant amounts of capital for drilling, geological, and geochemical analysis, assaying, permitting, and feasibility studies with regard to the results of our exploration at our I M Mine Property. We may not benefit from some of these investments if we are unable to identify commercially exploitable mineral reserves.
In addition, we may incur significant legal costs going forward as we seek to protect our property rights under both California state and U.S. federal law, including asserting our 5th Amendment Rights under the U.S. Constitution and other due process rights under the 14th Amendment of the U.S. Constitution, amongst other legal remedies that are available to us. See also the risks described under "Risks Related to Mining and Exploration - There is no assurance that we will be successful in our efforts to establish, through litigation, that mining operations on the I M Mine Property are a Constitutionally protected vested use and that a use permit is not required for mining operations to continue".
Our ability to obtain necessary funding for these purposes, in turn, depends upon a number of factors, including the status of the national and worldwide economy and the price of metals. Capital markets worldwide were adversely affected by substantial losses by financial institutions, caused by investments in asset backed securities, and remnants from those losses continue to impact the ability for us to raise capital. We may not be successful in obtaining the required financing or, if we can obtain such financing, such financing may not be on terms that are favorable to us.
Our inability to access sufficient capital for our operations could have a material adverse effect on our financial condition, results of operations, and prospects. Sales of substantial amounts of securities may have a highly dilutive effect on our ownership or share structure. Sales of a large number of shares of our Common Stock in the public markets, or the potential for such sales, could decrease the trading price of those shares and could impair our ability to raise capital through future sales of Common Stock. We have not yet commenced commercial production at any of our properties and, therefore, have not generated positive cash flows to date and have no reasonable prospects of doing so unless successful commercial production can be achieved at our I M Mine Property. We expect to continue to incur negative investing and operating cash flows until such time, if ever, that we are able to enter into successful commercial production. This will require us to deploy our working capital to fund such negative cash flow and to seek additional sources of financing. There is no assurance that any such financing sources will be available or sufficient to meet our requirements. There is no assurance that we will be able to continue to raise equity capital or to secure additional debt financing, or that we will not continue to incur losses
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We have a limited operating history on which to base an evaluation of our business and prospects.
Since our inception, we have had no revenue from operations. We have no history of producing products from any of our properties. Our I M Mine Project is a historic, past producing mine which, apart from the exploration work that we have completed since 2016, has had very little recent exploration work since 1956. We would require further exploration work in order to reach the development stage. Advancing our I M Mine Property into the development stage will require significant capital and time, and successful commercial production from the I M Mine Property will be subject to completing feasibility studies, permitting and recommissioning of the mine, constructing processing plants, and other related works and infrastructure. As a result, we are subject to all of the risks associated with developing and establishing new mining operations and business enterprises including:
- completion of feasibility studies to verify reserves and commercial viability, including the ability to find sufficient ore reserves to support a commercial mining operation;
- the timing and cost, which can be considerable, of further exploration, preparing feasibility studies, permitting and construction of infrastructure, mining and processing facilities;
- the availability and costs of drill equipment, exploration personnel, skilled labor, and mining and processing equipment, if required;
- the availability and cost of appropriate smelting and/or refining arrangements, if required;
- compliance with stringent environmental and other governmental approval and permit requirements;
- the availability of funds to finance exploration, development, and construction activities, as warranted;
- potential opposition from non-governmental organizations, local groups or local inhabitants that may delay or prevent development activities;
- potential increases in exploration, construction, and operating costs due to changes in the cost of fuel, power, materials, and supplies; and
- potential shortages of mineral processing, construction, and other facilities related supplies.
The costs, timing, and complexities of exploration, development, and construction activities may be increased by the location of our properties and demand by other mineral exploration and mining companies. It is common in exploration programs to experience unexpected problems and delays during drill programs and, if commenced, development, construction, and mine start up. In addition, our management and workforce will need to be expanded, and sufficient support systems for our workforce will have to be established. This could result in delays in the commencement of mineral production and increased costs of production. Accordingly, our activities may not result in profitable mining operations, and we may not succeed in establishing mining operations or profitably producing metals at any of our current or future properties, including our I M Mine Property.
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We have a history of losses and expect to continue to incur losses in the future.
We have incurred losses since inception, have had negative cash flow from operating activities, and expect to continue to incur losses in the future. We have incurred the following losses from operations during each of the following periods:
- $2,583,608 for the six-month period ended January 31, 2026
- $3,260,358 for the year ended July 31, 2025
- $3,565,631 for the year ended July 31, 2024
- $3,660,382 for the year ended July 31, 2023
- $3,464,127 for the year ended July 31, 2022
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We expect to continue to incur losses unless and until such time as one of our properties enters into commercial production and generates sufficient revenues to fund continuing operations. We recognize that if we are unable to generate significant revenues from mining operations and/or dispositions of our properties, we will not be able to earn profits or continue operations. At this early stage of our operation, we also expect to face the risks, uncertainties, expenses, and difficulties frequently encountered by companies at the start up stage of their business development. We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition.
Damage to our reputation could adversely affect our company's operations and financial condition.
Our relationship with the communities where we operate is critical to ensure the future success of our existing operations and the construction and development of our I M Mine Property. Reputational damage can be the result of the actual or perceived occurrence of any number of events and could include any negative publicity, whether true or not. There is an increasing level of public concern relating to the perceived effect of mining activities on the environment and on communities impacted by such activities. Certain individuals and groups who oppose resource development can often be vocal critics of the mining industry and its practices, including the use of hazardous substances in processing activities and effects on the environment. The increased use of social media and other web-based tools used to generate, publish and discuss user generated content and to connect with other users has made it increasingly easier for such individuals and groups to communicate and share their opinions and views regarding our company and our activities. Adverse publicity generated by such persons related to extractive industries generally, or our operations or development activities specifically, could have an adverse effect on our reputation. Reputation loss, including reputation loss by other similar mining companies, may result in decreased investor confidence, increased challenges in developing and maintaining community and stakeholder relations and an impediment to our overall ability to advance our I M Mine Property (including our ability to obtain permits), which could have a material adverse impact on our results of operations, financial condition and prospects. While we are committed to operating in a socially responsible manner, there is no guarantee that our efforts in this respect will mitigate this potential risk. We do not ultimately have direct control over how we are perceived by others, and reputational damage could adversely affect our operations and financial condition.
We rely on information systems that may become subject to security threats.
We have entered into agreements with third parties for hardware, software, telecommunications and other information technology ("IT") services in connection with our operations. Our operations depend, in part, on how well we and our suppliers protect networks, equipment, IT systems and software against damage from a number of threats, including, but not limited to, cable cuts, natural disasters, terrorism, fire, power loss, hacking, phishing schemes, computer viruses, vandalism, fraud and theft. Our operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as preemptive interventions and expenditures to mitigate the risks of failures and other IT system disruptions. Any of these and other events could result in information systems failures, delays and increases in capital expenses and which would negatively impact our ability to operate. The failure of any part of our information systems could, depending on the nature and degree of any such failure, adversely impact our reputation and results of operations. Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cybersecurity and the continued development and enhancement of controls, processes and practices designed to protect our systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities
Although the Trump Administration has shifted the focus of the U.S. government away from environmental, social, and governance (ESG) matters, continuing efforts to address such matters may negatively impact our business.
While the current Trump Administration has sought to scale back and dismantle federal ESG policies and regulations, ongoing attention to ESG matters, including those related to climate change and sustainability, and increasing societal, and investor and legislative pressures on companies to address ESG matters may result in increased costs, increased investigations and litigation or threats thereof, negative impacts on our stock price and access to capital markets, and damage to our reputation. Increasing attention to climate change, for example, may result in additional governmental investigations and private litigation, or threats thereof, against our company. In addition, some organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters, including climate change and climate related risks. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings may lead to negative investor sentiment toward our company and to the diversion of investment to other industries, which could have a negative impact on our stock price and our access to and costs of capital. Additionally, evolving expectations on various ESG matters, including biodiversity, waste, and water, may increase costs, require changes in how we operate and lead to negative stakeholder sentiment.
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Risks Related to Mining and Exploration
The I-M Mine Property is in the exploration stage. There is no assurance that we can establish the existence of any mineral reserve on the I-M Mine Property or any other properties we may acquire in commercially exploitable quantities. Unless and until we do so, we cannot earn any revenues from these properties and if we do not do so we will lose all of the funds that we expend on exploration. If we do not establish the existence of any mineral reserve in a commercially exploitable quantity, the exploration component of our business could fail.
We have not established that any of our mineral properties contain any mineral reserve according to recognized reserve guidelines, nor can there be any assurance that we will be able to do so.
A mineral reserve is defined in subpart 1300 of Regulation S-K under the Securities Act and the Exchange Act ("Subpart 1300") as an estimate of tonnage and grade or quality of "indicated mineral resources" and "measured mineral resources" (as those terms are defined in Subpart 1300) that, in the opinion of a "qualified person" (as defined in Subpart 1300), can be the basis of an economically viable project. In general, the probability of any individual prospect having a "reserve" that meets the requirements of Subpart 1300 is small, and our mineral properties may not contain any "reserves" and any funds that we spend on exploration could be lost. Even if we do eventually discover a mineral reserve on one or more of our properties, there can be no assurance that our properties can be developed into producing mines or that we can extract those minerals. Both mineral exploration and mineral development involve a high degree of risk, and few mineral properties that are explored are ultimately developed into producing mines.
The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade, and other attributes of the mineral deposit, the proximity of the mineral deposit to infrastructure such as processing facilities, roads, rail, power, and a point for shipping, government regulation, and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral deposit unprofitable.
The nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses.
Exploration for and the production of minerals is highly speculative and involves greater risk than many other businesses. Most exploration programs do not result in mineralization that is of sufficient quantity and quality to be profitably mined. Our operations are, and any future development or mining operations we may conduct will be, subject to all of the operating hazards and risks normally incidental to exploring for and developing mineral properties, such as, but not limited to:
- economically insufficient mineralized material;
- fluctuation in production costs that make mining uneconomical;
- labor disputes;
- unanticipated variations in grade and other geologic problems;
- environmental hazards;
- water conditions;
- difficult surface or underground conditions;
- industrial accidents;
- metallurgic and other processing problems;
- mechanical and equipment performance problems;
- failure of dams, stockpiles, wastewater transportation systems, or impoundments;
- unusual or unexpected rock formations; and
- personal injury, fire, flooding, cave-ins and landslides.
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Any of these risks can materially and adversely affect, among other things, the development of properties, production quantities and rates, costs and expenditures, potential revenues, and production dates. If we were to determine that capitalized costs associated with any of our mineral interests are not likely to be recovered, we would incur a write-down of our investment in these interests. All of these factors may result in losses in relation to amounts spent that are not recoverable, or that result in additional expenses.
Commodity price volatility could have dramatic effects on the results of operations and our ability to execute our business plan.
The price of commodities varies daily. Our future revenues, if any, will likely be derived from the extraction and sale of base and precious metals. The price of those commodities has fluctuated widely, particularly in recent years, and is affected by numerous factors beyond our control, including economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global and regional consumptive patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of base and precious metals, and therefore the economic viability of our business, could negatively affect our ability to secure financing and could negatively affect our results of operations.
Estimates of mineralized material and resources are subject to evaluation uncertainties that could result in project failure.
Our exploration and future mining operations, if any, are and would be faced with risks associated with being able to accurately predict the quantity and quality of mineralized material and resources/reserves within the earth using statistical sampling techniques. Estimates of any mineralized material or resource/reserve on any of our properties would be made using samples obtained from appropriately placed trenches, test pits, underground workings, and intelligently designed drilling. There is an inherent variability of assays between check and duplicate samples taken adjacent to each other and between sampling points that cannot be reasonably eliminated. Additionally, there also may be unknown geologic details that have not been identified or correctly appreciated at the current level of accumulated knowledge about our properties. This could result in uncertainties that cannot reasonably be eliminated from the process of estimating mineralized material and resources/reserves. If such estimates proved to be unreliable, any plan implemented to exploit the mineralization based on those estimates may not lead to commercially viable operations.
Any material changes in mineral resource/reserve estimates and grades of mineralization will affect the economic viability of placing a property into production and a property's return on capital.
As we have not completed feasibility studies on our I M Mine Property and have not commenced actual production, we do not have mineral resources, and any estimates may require adjustments or downward revisions. In addition, the grade of ore ultimately mined, if any, may differ from that indicated by future feasibility studies and drill results. Minerals recovered in small scale tests might not be duplicated in large scale tests under on site conditions or in production scale..
Our exploration activities on our properties may not be commercially successful, which could lead us to abandon our plans to develop our properties and our investments in exploration.
Our long term success depends on our ability to identify mineral deposits on our I M Mine Property and other properties we may acquire, if any, that we can then develop into commercially viable mining operations. Mineral exploration is highly speculative, involves many risks, and is frequently non-productive. These risks include unusual or unexpected geologic formations and the inability to obtain suitable or adequate machinery, equipment, or labor. The success of commodity exploration is determined in part by the following factors:
- the identification of potential mineralization;
- availability of government granted exploration permits;
- the quality of our management and our geological and technical expertise; and
- the capital available for exploration and development work.
Substantial expenditures are required to establish proven and probable reserves through drilling and analysis, to develop metallurgical processes to extract metal, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Whether a mineral deposit will be commercially viable depends on a number of factors that include, without limitation, the particular attributes of the deposit, such as size, grade, and proximity to infrastructure; commodity prices; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, and environmental protection. We may invest significant capital and resources in exploration activities and may find it necessary to abandon such investments if we are unable to identify commercially exploitable mineral reserves. The decision to abandon a project may have an adverse effect on the market value of our securities and the ability to raise future financing.
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We are subject to significant laws and governmental regulations that affect our operations and costs of conducting our business, and we may not be able to obtain all required permits and licenses to place our properties into production.
Our proposed operations, including exploration and, if warranted, development and operation of the I-M Mine Property, require permits from governmental authorities and will be governed by laws and regulations, including:
- laws and regulations governing mineral concession acquisition, prospecting, development, mining, and production;
- laws and regulations related to exports, taxes, and fees;
- labor standards and regulations related to occupational health and mine safety; and
- environmental standards and regulations related to waste disposal, toxic substances, land use reclamation, and environmental protection.
Companies engaged in exploration and mining activities often experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations, and permits. Failure to comply with applicable laws, regulations, and permits may result in enforcement actions, including the forfeiture of mineral claims or other mineral tenures, orders issued by regulatory or judicial authorities requiring operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or costly remedial actions. We cannot predict if all permits that we may require for continued exploration, development, or construction of mining facilities and the conduct of mining operations will be obtainable on reasonable terms, if at all. Costs related to applying for and obtaining permits and licenses may be prohibitive and could delay our planned exploration and development activities. We may be required to compensate those suffering loss or damage by reason of our mineral exploration or our mining activities, if any, and may have civil or criminal fines or penalties imposed for violations of, or our failure to comply with, such laws, regulations, and permits.
Existing and possible future laws, regulations, and permits governing operations and activities of exploration companies, or more stringent implementation of such laws, regulations and permits, could have a material adverse impact on our business and cause increases in capital expenditures or require abandonment or delays in exploration. Our I-M Mine Property is located in California, which has numerous clearly defined regulations with respect to permitting mines, which could potentially impact the total time to market for the project.
Subsurface mining is allowed in the County M1 Zoning District, where the I-M Mine Property is located, with approval of a "Use Permit" or through the use of vested rights. Approval of a Use Permit for mining operations requires a public hearing before the County Planning Commission. The Planning Commission makes recommendations to the Board of Supervisors, which in turn requires a public hearing. The Board of Supervisors ultimately makes the decision as to whether to approve or not approve the Use Permit. The Use Permit approvals include conditions of approval, which are designed to minimize the impact of conditional uses on neighboring properties.
The Use Permit application submitted by Rise in 2019 proposed underground mining to recommence at the I-M Mine Property at an average throughput of 1,000 tons per day. The existing Brunswick Shaft, which extends to ~3400 feet depth below surface, would be used as the primary rock conveyance from the I-M Mine Property. A second service shaft would be constructed by raising from underground to provide for the conveyance of personnel, materials, and equipment. Processing would be done by gravity and flotation to produce gravity and flotation gold concentrates.
We proposed to 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 the 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. There is no assurance a Use Permit application will be accepted as submitted or approved.
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In 1975, the California Legislature enacted the Surface Mining and Reclamation Act ("SMARA"), which required that all surface mining operations in California have approved reclamation plans and financial assurances. SMARA was adopted to ensure that land used for mining operations in California would be reclaimed post-mining to a useable condition. Pursuant to SMARA, we would be required to obtain approval of a Reclamation Plan from and provide financial assurances to the County for any surface component of the underground mining operation before mining operations could commence. Approval of a Reclamation Plan will require public hearings before the Planning Commission and Board of Supervisors.
To approve a Reclamation Plan and Use Permit, the County would need to satisfy the requirements of California Environmental Quality Act ("CEQA"). CEQA requires that public agency decision makers study the environmental impacts of any discretionary action, disclose the impacts to the public, and minimize unavoidable impacts to the extent feasible. CEQA is triggered whenever a California governmental agency is asked to approve a "discretionary project". The approval of a Reclamation Plan is a "discretionary project" under CEQA. Other necessary ancillary permits like the California Department of Fish and Wildlife ("CDFW") Streambed Alteration Agreement (if applicable) also triggers CEQA compliance.
In this situation, the lead agency for the purposes of CEQA would be the County. Other public agencies in charge of administering specific legislation will also need to approve aspects of the Project, such as the CDFW (the California Endangered Species Act), the Air Pollution Control District (Authority to Construct and Permit to Operate), and the Regional Water Quality Control Board (National Pollutant Discharge Elimination System (authorized to state governments by the US Environmental Protection Agency) and Report of Waste Discharge). However, CEQA's Guidelines provide that if more than one agency must act on a project, the agency that acts first is generally considered the lead agency under CEQA. All other agencies are considered "responsible agencies." Responsible agencies do need to consider the environmental document approved by the lead agency, but they will usually accept the lead agency's document and use it as the basis for issuing their own permits. There is no assurance that other agencies will not require additional assessments in their decision-making process. If such assessments are required, additional time and costs will delay the execution of, and may even require us to re-evaluate the feasibility of, our business plan.
On November 21, 2019, we submitted an application for a Use Permit to the County. On April 28, 2020, with a vote of 5-0, the Nevada County Board of Supervisors (the "Board of Supervisors") approved the contract for Raney to prepare an environmental impact report and conduct contract planning services on behalf of the County for the proposed I-M Mine Project. The Planning Commission held a public hearing on May 10 and May 11, 2023, to consider the final environmental impact report ("FEIR"). At the conclusion of the public hearing, the Planning Commission recommended to the Board of Supervisors that the FEIR not be certified and that the Use Permit be denied.
On September 6, 2023, the Company submitted a Petition to the County asserting its vested right to mine at the I-M Mine Property. The Board of Supervisors held a public hearing regarding the Company's Petition on December 13 and 14, 2023. The Board of Supervisors denied recognition of the Company's assertion of its vested right.
On February 20, 2024, we announced that the Board of Supervisors adopted a resolution in a public hearing on February 16, 2024, denying our application for a Use Permit to allow the reopening of the I-M Mine and not certifying the FEIR.
On May 13, 2024, the Company submitted a Writ of Mandamus (the "Writ"), asking the Superior Court of California for the County of Nevada (the "Court") to compel the Board of Supervisors to follow applicable law and grant us recognition of our vested right to operate the I-M Mine. We filed our initial brief in support of the Writ on September 6, 2025. The County replied on November 18, 2025, and oral arguments were held on March 9, 2026.
Rise has been compelled to take court action to assert its rights to re-open the I-M Mine. There can be no guarantee that the Company's legal actions will be successful.
Our activities are subject to environmental laws and regulations that may increase our costs of doing business and restrict our operations.
All phases of our operations are subject to environmental regulation in the jurisdictions in which we operate. Environmental legislation is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors, and employees. These laws address emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species, and reclamation of lands disturbed by mining operations. Compliance with environmental laws and regulations, and future changes in these laws and regulations, may require significant capital outlays and may cause material changes or delays in our operations and future activities. It is possible that future changes in these laws or regulations could have a significant adverse impact on our properties or some portion of our business, causing us to re evaluate those activities at that time.
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Regulations and pending legislation governing issues involving climate change and our obligation to monitor and report on how our operations may impact climate change could result in increased operating costs, which could have a material adverse effect on our business.
A number of governments or governmental bodies have introduced or are contemplating legislative and/or regulatory changes in response to concerns about the potential impact of climate change. Legislation and increased regulation regarding climate change could impose significant costs on us, on our future venture partners, if any, and on our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting, and other costs necessary to comply with such regulations. Many governments and other stakeholders have been seeking enhanced disclosure and moving to enact climate change legislation and treaties at the international, national, state, provincial and local levels.
Any adopted future climate change regulations and our obligations to report on them could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Given the emotional and political significance and uncertainty surrounding the impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation will ultimately affect our financial condition, operating performance, and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation. The potential physical impacts of climate change on our operations are highly uncertain, could be particular to the geographic circumstances in areas in which we operate and may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels, and changing temperatures. Extreme weather events, such as forest fires, severe storms. floods, drought or more extreme temperatures, all of which may be more frequent and more extreme due to climate change, may affect our operations. Our operations could be adversely affected in various ways, including through damage to our facilities or from increased costs for insurance. Such extreme weather events can also lead to community evacuations, temporary labour shortages, and delays in receiving critical supplies. Water will be a key resource for our operations and inadequate water management and stewardship could have a material adverse effect on our company and our operations. While certain aspects relating to water management are within our ability to control, extreme weather events, resulting in too much or too little water, can negatively impact our water management practices. The effects of climate change may adversely impact the cost, production, and financial performance of our operations.
Land reclamation requirements for our properties may be burdensome and expensive.
Although variable depending on location and the governing authority, land reclamation requirements are generally imposed on mineral exploration companies (as well as companies with mining operations) in order to minimize long term effects of land disturbance.
Reclamation may include requirements to:
- control dispersion of potentially deleterious effluents;
- treat ground and surface water to drinking water standards; and
- reasonably re-establish pre-disturbance landforms and vegetation.
In order to carry out reclamation obligations imposed on us in connection with our potential development activities, we must allocate financial resources that might otherwise be spent on further exploration and development programs. We plan to set up a provision for our reclamation obligations on our properties, as appropriate, but this provision may not be adequate. If we are required to carry out unanticipated reclamation work, our financial position could be adversely affected.
We face intense competition in the mining industry.
The mining industry is intensely competitive in all of its phases. As a result of this competition, some of which is with large established mining companies with substantial capabilities and with greater financial and technical resources than ours, we may be unable to acquire additional properties, if any, or financing on terms we consider acceptable. We also compete with other mining companies in the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for qualified employees, our exploration and development programs may be slowed down or suspended. We compete with other companies that produce our planned commercial products for capital. If we are unable to raise sufficient capital, our exploration and development programs may be jeopardized or we may not be able to acquire, develop, or operate additional mining projects.
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A shortage of equipment and supplies could adversely affect our ability to operate our business.
We are dependent on various supplies and equipment to carry out our mining exploration and, if warranted, development operations. Any shortage of such supplies, equipment, and parts could have a material adverse effect on our ability to carry out our operations and could therefore limit, or increase the cost of, production.
Joint ventures and other partnerships, including offtake arrangements, may expose us to risks.
We may enter into joint ventures, partnership arrangements, or offtake agreements, with other parties in relation to the exploration, development, and production of the properties in which we have an interest. Any failure of such other companies to meet their obligations to us or to third parties, or any disputes with respect to the parties' respective rights and obligations, could have a material adverse effect on us, the development and production at our properties, including the I-M Mine Property, and on future joint ventures, if any, or their properties, and therefore could have a material adverse effect on our results of operations, financial performance, cash flows and the price of our Common Stock.
We may experience difficulty attracting and retaining qualified management to meet the needs of our anticipated growth, and the failure to manage our growth effectively could have a material adverse effect on our business and financial condition.
We are dependent on a relatively small number of key employees, including our Chief Executive Officer and Chief Financial Officer. The loss of any officer could have an adverse effect on us. We have no life insurance on any individual, and we may be unable to hire a suitable replacement for them on favorable terms, should that become necessary.
Our results of operations could be affected by currency fluctuations.
Our properties are currently all located in the United States and, while most costs associated with these properties are paid in U.S. dollars, a significant amount of our administrative expenses are payable in Canadian dollars. There can be significant swings in the exchange rate between the U.S. dollar and the Canadian dollar. There are no plans at this time to hedge against any exchange rate fluctuations in currencies.
Title to our properties may be subject to other claims that could affect our property rights and claims.
There are risks that title to our properties may be challenged or impugned. Our I-M Mine Property is located in California and may be subject to prior unrecorded agreements or transfers and title may be affected by undetected defects.
We may be unable to secure surface access or purchase required surface rights.
Although we obtain the rights to some or all of the minerals in the ground subject to the mineral tenures that we acquire, or have the right to acquire, in some cases we may not acquire any rights to, or ownership of, the surface to the areas covered by such mineral tenures. In such cases, applicable mining laws usually provide for rights of access to the surface for the purpose of carrying on mining activities; however, the enforcement of such rights through the courts can be costly and time consuming. It is necessary to negotiate surface access or to purchase the surface rights if long-term access is required. There can be no guarantee that, despite having the right at law to carry on mining activities, we will be able to negotiate satisfactory agreements with any such existing landowners/occupiers for such access or purchase of such surface rights, and therefore we may be unable to carry out planned mining activities. In addition, in circumstances where such access is denied, or no agreement can be reached, we may need to rely on the assistance of local officials or the courts in such jurisdiction the outcomes of which cannot be predicted with any certainty. Our inability to secure surface access or purchase required surface rights could materially and adversely affect our timing, cost, or overall ability to develop any mineral deposits we may locate.
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Our properties and operations may be subject to litigation or other claims.
From time to time our properties or operations may be subject to disputes that may result in litigation or other legal claims. We may be required to take countermeasures or defend against these claims, which will divert resources and management time from operations. The costs of these claims or adverse filings may have a material effect on our business and results of operations.
We do not currently insure against all the risks and hazards of mineral exploration, development, and mining operations.
Exploration, development, and mining operations involve various hazards, including environmental hazards, industrial accidents, metallurgical and other processing problems, unusual or unexpected rock formations, structural cave-ins or slides, flooding, fires, and periodic interruptions due to inclement or hazardous weather conditions. These risks could result in damage to or destruction of mineral properties, facilities, or other property, personal injury, environmental damage, delays in operations, increased cost of operations, monetary losses, and possible legal liability. We may not be able to obtain insurance to cover these risks at economically feasible premiums or at all. We may elect not to insure where premium costs are disproportionate to our perception of the relevant risks. The payment of such insurance premiums and of such liabilities would reduce the funds available for exploration and production activities.
Risks Related to the Shares
Our share price may be volatile and as a result you could lose all or part of your investment.
In addition to volatility associated with equity securities in general, the value of your investment could decline due to the impact of any of a wide variety of factors, including the following, upon the market price of the Shares:
- Delays in or disappointing results from our efforts to establish, through litigation, that mining operations on the I-M Mine Property are a Constitutionally protected vested use and that a use permit is therefore not required for mining operations to continue;
- Disappointing results from our exploration efforts;
- Decline in demand for our Common Stock;
- Downward revisions in securities analysts' estimates or changes in general market conditions;
- Technological innovations by competitors or in competing technologies;
- Investor perception of our industry or our prospects; and
- General economic trends.
Our share price on the CSE and the OTCQB has experienced significant price and volume fluctuations. Stock markets in general have experienced extreme price and volume fluctuations, and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of the Shares. As a result, you may be unable to sell any Shares you acquire at a desired price.
We have never paid dividends on our Common Stock.
We have not paid dividends on our Common Stock to date, and we do not expect to pay dividends for the foreseeable future. We intend to retain our initial earnings, if any, to finance our operations. Any future dividends on Common Stock will depend upon our earnings, our then-existing financial requirements, and other factors, and will be at the discretion of the Board.
Investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share of Common Stock if we issue additional employee/director/consultant options or if we sell additional Common Stock and/or warrants to finance our operations.
In order to further expand our operations and meet our objectives, any additional growth and/or expanded exploration activity will likely need to be financed through sale of and issuance of additional Common Stock, including, but not limited to, raising funds to explore the I-M Mine Property. Furthermore, to finance any acquisition activity, should that activity be properly approved, and depending on the outcome of our exploration programs, we likely will also need to issue additional Common Stock to finance future acquisitions, growth, and/or additional exploration programs of any or all of our projects or to acquire additional properties. We will also in the future grant to some or all of our directors, officers, and key employees and/or consultants options to purchase Common Stock as non-cash incentives. The issuance of any equity securities could, and the issuance of any additional Common Stock will, cause our existing stockholders to experience dilution of their ownership interests.
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If we issue additional Common Stock or decide to enter into joint ventures with other parties in order to raise financing through the sale of equity securities, investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share of Common Stock depending on the price at which such securities are sold.
The issuance of additional shares of Common Stock may negatively impact the trading price of our securities.
We have issued Common Stock in the past and will continue to issue Common Stock to finance our activities in the future. In addition, newly issued or outstanding options, warrants, and broker warrants to purchase Common Stock may be exercised, resulting in the issuance of additional Common Stock. Any such issuance of additional Common Stock would result in dilution to our stockholders, and even the perception that such an issuance may occur could have a negative impact on the trading price of the Common Stock.
We are subject to the continued listing criteria of the CSE and the continued qualification requirements of the OTCQB, and our failure to satisfy these criteria may result in delisting of our Common Stock from the CSE and/or removal of our Common Stock from trading on the OTCQB.
Our Common Stock is currently listed for trading on the CSE, a securities exchange in Canada, and quoted on the OTCQB, an inter-dealer trading market in the United States. In order to maintain the listing on the CSE or any other securities exchange we may trade on, we must maintain certain financial and share distribution targets, including maintaining a minimum number of public shareholders. In addition to objective standards, these exchanges may delist the securities of any issuer if, in the exchange's opinion, our financial condition and/or operating results appear unsatisfactory; if it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to make continued listing inadvisable; if we sell or dispose of our principal operating assets or cease to be an operating company; if we fail to comply with the listing requirements; or if any other event occurs or any condition exists which, in their opinion, makes continued listing on the exchange inadvisable.
If the CSE or any other exchange were to delist the Common Stock, investors may face material adverse consequences, including, but not limited to, a lack of trading market for the Common Stock, reduced liquidity, decreased analyst coverage, and/or an inability for us to obtain additional financing to fund our operations.
Quotation of our Common Stock on the OTCQB provides us with a trading platform in the United States. In order to continue to qualify to trade on the OTCQB, we must continue to meet the criteria set out in the OTCQB Standards, which include meeting ongoing disclosure obligations and financial standards. In the event we no longer qualified to trade on the OTCQB, we would have to seek qualification on the new OTCID market tier of the OTC Markets to continue to provide investors with a trading platform in the United States.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
The Company made no unregistered sales of securities during the quarter covered by this report that have not previously been disclosed on Form 8-K.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
The following exhibits are filed herewith:
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___________________
(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 Form 10-K annual report filed on October 29, 2020 and incorporated herein by reference.
(3) 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 March 2, 2026 and incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements 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.
| By: | /s/ David Watkinson | |
| David Watkinson President and Chief Executive Officer (Principal Executive Officer) |
||
| By: | /s/ Mihai Draguleasa | |
| Mihai Draguleasa Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
||
| Date | March 17, 2026 |
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EMPLOYMENT AGREEMENT
THIS AGREEMENT is made effective as of the 20th day of November, 2025.
B E T W E E N:
Rise Gold Corp., a company incorporated under the laws of
Nevada, having an office at 345 Crown Point Circle, Suite 600,
Grass Valley, CA 95945
(herein called the "Corporation")
OF THE FIRST PART
A N D:
David G. Watkinson, of 5241 Peace Lily Lane, Roseville CA, 95747
(herein called the "Executive")
OF THE SECOND PART
WHEREAS the Corporation carries on the business of mineral exploration and development (the "Business");
AND WHEREAS, the Executive is currently engaged in rendering services to the Corporation in his capacity as a consultant;
AND WHEREAS the Corporation wishes to continue to retain the services of the Executive;
AND WHEREAS the Corporation and the Executive have agreed upon certain rights and benefits to be provided to the Executive in the event that his employment relationship with the Corporation is terminated in the manner set out herein;
NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Corporation and the Executive hereby agree as follows:
1) Employment. The Corporation hereby employs the Executive to render services to the Corporation and to undertake the duties and exercise powers of the President and Chief Executive Officer ("CEO") of the Corporation, subject always to the general control and direction of the Board of Directors of the Corporation (the "Board"). The Executive hereby agrees to serve the Corporation as CEO and to hold such other offices to which he may be appointed in any subsidiary of the Corporation on the terms and conditions herein contained. The effective date of this agreement (the "Effective Date") is November 20, 2025, and supersedes all previous agreements between the Corporation and Executive Officer. The location of work is defined as Grass Valley, California.
2) Duties and Compliance with Rules. The Executive shall be generally responsible for all matters typical of those for an executive officer in the position of CEO. The Executive shall carry out all lawful instructions and directions from time to time given to him by the Board and shall comply with all rules, regulations, and instructions of the Corporation now in force, or that may be adopted from time to time, and communicated by the Corporation to its executives generally by the Board. The Executive shall perform his duties to the utmost of his ability, and the Executive shall use his best efforts to promote the interests and goodwill of the Corporation and shall conduct himself in a diligent, competent, and business-like manner and as the Executive may be directed to perform by the Board. The Executive appreciates that the Executive's duties may involve travel from the Executive's place of employment (both within and outside of Canada and the United States of America), and the Executive agrees to travel as reasonably required in order to fulfill the Executive's duties.
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3) Commitment. Through the term of this Agreement the Executive shall devote substantial time (anticipated to be approximately 20 hours per week on average) and attention to the business and affairs of the Corporation and its subsidiaries and shall not, without the prior written consent of the Corporation, undertake any other business or occupation or become an employee, consultant or agent of any other corporation, firm, partnership or individual; provided that nothing herein shall be construed so as to prevent the Executive from making investments of a strictly passive nature, so long as such investments, when considered together, are not of a type or in an amount such as would conflict with the efficient performance by the Executive of his duties hereunder; and provided further that nothing herein shall prevent the Executive from performing the same or similar duties for the entities identified on Annex "A" hereto, which Annex may be amended by mutual consent of the parties from time to time, such amendment to be evidenced by the replacement of Annex "A" with a more current version executed by each of the Executive and the Chairman of the Compensation Committee of the Board of the Directors or another executive officer of the Corporation empowered by the Board to sign. In the case of a disagreement as to whether an Annex "A" is the most current, that which has been most recently signed by both parties shall be deemed to be the most current.
4) Base Remuneration. The Corporation shall employ the Executive at a minimum monthly salary of $11,000 per month (US$132,000 per annum) or other greater amount to be determined periodically by the Board (the "Base Salary"), payable regularly in accordance with the Corporation's practices applicable to other senior executives (subject to deduction of income tax and other deductions and/or withholdings as required by law). In addition, the Executive will be entitled to participate in the Corporation's incentive stock option plan and to receive incentive stock options as determined by the Board or the Compensation Committee and in accordance with the plan established by the Corporation.
5) Equity Incentive Compensation. As of November 20, 2025, the Corporation shall issue to Executive fully vested options to purchase 1,000,000 share of the Corporation with a strike price equal to the closing price in the U.S, Market of the Corporation's shares on November 19, 2025, an expiration date of five years from the date of issuance, and all other such terms as specified in the Corporation's Incentive Stock Option Plan, as filed with the Securities and Exchange Commission. In addition, so long as the Executive remains employed pursuant to this Agreement at such time, the Corporation shall issue to the Executive fully vested Restricted Stock Units (as defined by in Section 17 below) according to the following amounts and schedule:
| January 1, 2026 | 250,000 |
| April 1, 2026 | 62,500 |
| July 1, 2026 | 62,500 |
| October 1, 2026 | 62,500 |
| January 1, 2027 | 62,500 |
| April 1, 2027 | 62,500 |
| July 1, 2027 | 62,500 |
| October 1, 2027 | 62,500 |
6) Benefits. The Executive shall be eligible to participate in all benefit plans and programs offered from time to time by the Corporation to senior employees at the level of the Executive in accordance with the terms and conditions of the particular plans and programs from time-to-time in effect. Should the Company not be in a position to offer benefit plans and programs or the Executive resides in a location where these plans and programs are not available or not cost-effective to put in place, the Company shall pay the employee an allowance of $1,000 per month to cover family medical expenses, including premiums of any medical and dental plans. The Executive agrees that there is no pension plan or program (registered or otherwise) presently offered by the Corporation. The allowance will be considered a taxable benefit to the employee.
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7) Expenses. The Corporation shall pay all reasonable and necessary expenses actually and properly incurred in connection with the performance of his duties and reasonably documented by the Executive from time to time in furtherance of or in connection with the business of the Corporation in accordance with the Corporation's policies, including, but not limited to all travel expenses, professional fees, cellular telephone expenses, parking, and entertainment expenses not to exceed $2,000 in any calendar month without the written consent (email being sufficient) of the Chairman of the Board. If any such expenses are paid in the first instance by the Executive, the Corporation shall reimburse him therefor, subject to the receipt by the Corporation of statements and vouchers in form reasonably satisfactory to it. Executive hereby authorizes Corporation, in its discretion, to deduct any unauthorized expenses from Executive's compensation hereunder.
8) Payments to the Executive.
a) Payment of the Base Salary shall be made in payments in arrears, twice monthly on the 15th and the last business day of each month, except that where the 15th occurs on a non-business day, payment will be made on the last business day prior to the 15th.
b) Payment of expenses shall be made to the Executive following submittal of the expenses in an acceptable expense report, allowing for a reasonable period.
c) In the event that the Corporation shall be unable to pay the Base Salary or expenses, the Corporation shall accrue and report the unpaid amounts on its financial statements and where any such Payments remain unpaid for a period of 12 months or as otherwise agreed, the unpaid amounts shall be accrued plus an interest payable at a rate of 1.5% per month commencing the first month during which the amounts were not paid.
9) Vacation. The Executive shall be entitled to an annual vacation of up to four (4) weeks in each calendar year. After five (5) years of employment (as calculated from the Executive's original date of employment with the Company), the Executive shall be entitled to five weeks (5) of vacation in the 6th calendar year and thereafter. After ten (10) years of employment, the Executive shall be entitled to six (6) weeks of vacation in the 11th calendar year and thereafter. Such vacations may be taken only at such times as the Executive and the Corporation may from time to time reasonably determine, having regard to the operations of the Corporation. Vacations shall be taken only within the year of entitlement whenever possible, and any time not taken may be accumulated from year to year or alternatively paid to the Executive. If the Executive's employment is terminated pursuant to section 11 hereof, the Executive will not be entitled to receive payment in lieu of any vacation in excess of vacation accrued up to the date of his termination.
10) Vehicle. The Corporation shall provide a monthly vehicle allowance of $1,500. The Executive shall be responsible for capital or lease costs of the vehicle, operating costs of the vehicle, and insurance. The vehicle shall be used for the business of the Corporation in addition to the employee's personal use and the vehicle allowance will be treated as a taxable benefit.
11) Term. The term of the Executive's employment shall be for an indefinite period, and shall continue until the employment of the Executive is terminated in accordance with the provisions of this Agreement.
12) Termination. The employment of the Executive hereunder may be terminated, subject to clause 17, in the following manner and in the following circumstances:
a) at any time by the Corporation forthwith, without notice and without pay in lieu of notice, for cause;
b) automatically upon the death of the Executive;
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c) automatically in the event the Executive is subject to any bankruptcy, insolvency or other similar proceeding;
d) at any time by notice in writing from the Corporation to the Executive if the Executive shall become permanently disabled; for the purposes hereof, the Executive shall be deemed to be "permanently disabled" immediately following any period of 60 consecutive days during which the Executive is unable to perform his or her essential duties as an Executive of the despite reasonable accommodation efforts of the Corporation;
e) in any other case, by the payment by the Corporation to the Executive in a lump sum of the equivalent of six months of his then annual Base Salary plus Medical and Vehicle Allowances (subject to deduction of income tax and other deductions and/or withholdings as required by law), calculated from the date of termination of his employment; or
f) by the Executive, providing no less than sixty (60) days' notice in writing to the Corporation. In the event the Executive provides such notice to the Corporation, the Executive's employment shall terminate on the date the period of such notice expires. In such circumstance, the Corporation may request that the Executive cease performing his duties prior to the expiry of the notice period in exchange for, and following, immediate payment of all amounts due to the Executive, calculated as though he had continued performing his duties until the expiry of the notice period.
13) Cause. For the purposes of subsection 12 (a), "cause" shall include:
a) the failure or refusal of the Executive to perform his duties and responsibilities at an acceptable level or standard as determined by the Board in its reasonable discretion, provided that the Executive has been provided written notice of such failure and has not corrected his behaviour within 30 days of receiving such notice and provided further that the Executive shall only be entitled to correct his behaviour pursuant to the notification under this subsection 12(a) on a one-time basis. For purposes of clarity, any subsequent failure or refusal to perform his duties and responsibilities at an acceptable level or standard will not require written notice of such failure by the Corporation and corresponding opportunity for the Executive to correct the behaviour;
b) any dishonesty on the part of the Executive materially affecting the Corporation;
c) the conviction of the Executive for an indictable offence or for any crime involving moral turpitude, fraud or misrepresentation;
d) excessive use of alcohol or illegal drugs by the Executive interfering with the performance of his obligations under this Agreement, as determined by the Board in its reasonable discretion, and the failure to participate fully in any employee assistance program offered by the Corporation;
e) any willful and intentional act on the part of the Executive having, in the reasonable discretion of the Board, the effect of materially injuring the reputation, business or business relationships of the Corporation;
f) any material breach (not covered by any of the above clauses 13(a) through 13(e) above) of any of the provisions of this Agreement; and
g) any other reason which at law would entitle the Corporation to terminate the Executive's employment without notice or compensation in lieu of notice.
14) Employment Standards, etc. Any payment to the Executive under subsection 12(e) shall be deemed to include all required payments pursuant to the provisions of the labor code where the Executive resides. In the event that greater compensation in lieu of notice is required to be given by the Corporation to the Executive pursuant to the applicable labor code or any equivalent or successor legislation, subsection 12(e) hereof shall be construed as providing for the payment of such greater amount. Payments to the Executive upon termination in accordance with this Agreement by the Corporation will be deemed to include and to satisfy entitlement to termination pay, vacation pay and severance pay pursuant to applicable employment legislation to the extent of those payments, including all payments due to the Executive pursuant to section 16 hereof, and such payments may be subject to deduction of income tax and other deductions and/or withholdings as required by law. Receipt by the Executive of all payments due in accordance with this Agreement will be deemed to constitute a full and final release and discharge by the Executive of the Corporation and all of its directors, officers, employees and agents (for each of whom and for this purpose the Corporation contracts as a trustee) from all claims, actions, causes of action, debts, obligations and liabilities whatsoever including, without limitation, any such claims in respect of the Executive's hiring by, employment with and termination of employment with the Corporation. In no event whatsoever will the Corporation be liable for any additional tax, interest or penalty that may be imposed on the Executive under Code Section 409A or damages for failing to comply with Code Section 409A, provided that the parties shall work together in good faith to avoid or mitigate the imposition of any such additional tax, interest, or penalties. The Executive and Corporation will also work together in good faith to limit the impact, if any, of Internal Revenue Service Code Section 280G, including allowing the Executive, in his discretion, to waive all or any part of his compensation to avoid or mitigate the potential impact of Code Section 280G on the Executive's compensation.
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15) No Requirement to Mitigate. In the event that any payment is made to the Executive pursuant to the provisions of subsection 12(e), the Executive shall not be required in any manner whatsoever to mitigate any damages resulting from the termination of employment. Furthermore, the payment referred to in subsection 12(e) shall be made regardless of whether the Executive seeks or finds employment of any nature whatsoever.
16) Pre-estimate of Damages. The Corporation and the Executive acknowledge and agree that the provisions of subsection 12(e) are reasonable and that the total amount payable as outlined herein is an amount which has been agreed to between them to be payable hereunder or, in the alternative, is a reasonable pre-estimate of the damages which will be suffered by the Executive in the event of termination of employment (other than a termination pursuant to subsection 17(d)) and shall not be construed as a penalty.
17) Change of Control.
(a) Terms used in this section 17 but not otherwise defined herein have the meanings set forth below:
(i) "Benefit Plans" means any employee loan, insurance, long-term disability, medical, dental and other executive and employee benefit plans, including any pension or group RRSP plans, 401 K plans, as may be provided by the Corporation or any subsidiary of the Corporation to the Executive;
(ii) "Change in Control" means:
1. the acquisition by a purchaser , directly or indirectly, of shares of the Corporation, which, assuming the conversion, exchange or exercise of any convertible or exchangeable shares of the Corporation beneficially owned by the purchaser , results in the purchaser beneficially owning shares that would entitle the purchaser for the first time to cast more than 50% of the votes attaching to all shares in the capital of the Corporation that may be cast to elect directors;; or
2. a change in the composition of the Board which occurs at a single meeting of the shareholders of the Corporation or upon the execution of a shareholders' resolution, such that individuals who are members of the Board immediately prior to such meeting or resolution cease to constitute a majority on the Board, without the Board, as constituted immediately prior to such meeting or resolution, having approved of such change;
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3. the sale, lease, exchange or other disposition of all or substantially all of the Corporation 's assets to a purchaser; or
4. an amalgamation, merger, arrangement or other business combination involving the Corporation and a Purchaser that results in the Purchaser or security holders of the Purchaser owning, directly or indirectly, shares of the continuing entity that entitle the Purchaser or such security holders of the Purchaser , as the case may be, to cast more than 50% of the votes attaching to all shares in the capital of the continuing entity that may be cast to elect directors.
iv) "Share Option" means any stock option granted under a stock option or share purchase plan of the Corporation;
v) "Restricted Share Unit" or "RSU" means any restricted share unit granted to the Executive by the Corporation;
vi) "Deferred Share Unit" or "DSU" means any deferred share unit granted to the Executive by the Corporation;
vii) "Triggering Event" means any one of the following events which occurs without the express or implied agreement of the Executive:
1. a change (other than those that are clearly consistent with a promotion) in the Executive's position or duties (including any position or duties as a director of the Corporation), responsibilities (including a change in the person or body to whom the Executive reports at the date of a Change in Control, except if such person or body is of equivalent rank or stature or such change is as a result of the resignation or removal of such person or the persons comprising such body, as the case may be, and who reports to the Executive), title or office in effect immediately prior to a Change in Control; or
2. a reduction by the Corporation or any of its subsidiaries of the Executive's salary, benefits or any other form of remuneration or any change in the basis upon which the Executive's salary, benefits or any other form of remuneration payable by the Corporation or its subsidiaries is determined or any failure by the Corporation to increase the Executive's salary, benefits or other forms of remuneration payable by the Corporation or its subsidiaries in a manner consistent (both as to frequency and percentage increase) with practices in effect immediately prior to a Change in Control or with practices implemented subsequent to a Change in Control with respect to the senior executives of the Corporation and its subsidiaries, whichever is more favorable to the Executive; or
3. any failure by the Corporation or its subsidiaries to continue in effect any benefit, bonus, profit sharing, incentive, remuneration or compensation plan, stock ownership or purchase plan, pension plan or retirement plan in which the Executive is participating or entitled to participate immediately prior to a Change in Control, or the Corporation or its subsidiaries taking any action or failing to take any action that would materially adversely affect the Executive's participation in or materially reduce his rights or benefits under or pursuant to any such plan, or the Corporation or its subsidiaries failing to increase or improve such rights or benefits on a basis consistent with practices in effect immediately prior to a Change in Control or with practices implemented subsequent to a Change in Control with respect to the senior executives of the Corporation and its subsidiaries, whichever is more favorable to the Executive; or
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4. a change in the municipality in which the Executive is regularly required to carry out the terms of his employment with the Corporation at the date of a Change in Control, unless the Executive's terms of employment include the obligation to receive geographic transfers from time to time in the normal course of business; or
5. any failure by the Corporation or its subsidiaries to provide the Executive with the number of paid vacation days to which he was entitled immediately prior to a Change in Control or the Corporation or its subsidiaries failing to increase such paid vacation on a basis consistent with practices in effect immediately prior to a Change in Control or with practices implemented subsequent to a Change in Control with respect to the senior executives of the Corporation and its subsidiaries, whichever is more favorable to the Executive; or
6. the Corporation or its subsidiaries taking any action to deprive the Executive of any material fringe benefit not hereinbefore mentioned and enjoyed by him immediately prior to a Change in Control, or the Corporation or its subsidiaries failing to increase or improve such material fringe benefits on a basis consistent with practices in effect immediately prior to a Change in Control or with practices implemented subsequent to a Change in Control with respect to the senior executives of the Corporation and its subsidiaries, whichever is more favorable to the Executive; or
7. any material breach by the Corporation of any provision of this Agreement; or
8. the good faith determination by the Executive that, as a result of a Change in Control or any action or event thereafter, the Executive's status or responsibility in the Corporation or its subsidiaries have been diminished or the Executive is being effectively prevented from carrying out his duties responsibilities as they existed immediately prior to a Change in Control; or
9. the failure by the Corporation to obtain, in a form satisfactory to the Executive, an effective assumption of its obligations hereunder by any successor to the Corporation, including a successor to a material portion of its business.
b) Notwithstanding anything to the contrary contained in this Agreement, if a Change in Control occurs and if, in respect of the Executive, a Triggering Event subsequently occurs within one (1) year of the Change in Control, the Executive shall be entitled to elect to terminate his employment with the Corporation and to receive a payment from the Corporation in an amount equal to two times his then current annual Base Salary plus Medical and Vehicle Allowances. This subsection 17(b) shall not apply if such Triggering Event follows a Change in Control which involves a sale of securities or assets of the Corporation with which the Executive is involved as a purchaser in any manner, whether directly or indirectly (by way of participation in a corporation or partnership that is a purchaser or by provision of debt, equity or purchase-leaseback financing, or as a sponsor or buyer representative or role as agent in the sale).
c) All termination rights of the Executive provided for in subsection 17(b) are conditional upon the Executive electing to exercise such rights by notice given to the Corporation within 120 days of the Triggering Event. The Corporation shall have 45 days from the date of notice of the Triggering Event to rectify the cause of the Triggering event and if the cause of the Triggering Event is rectified within that time, the Executive shall withdraw notice of the triggering event.
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d) Notwithstanding the provisions contained in section 12(e) hereof, the Executive shall be entitled to a payment by the Corporation of the amount calculated as provided for in subsection 17(b) if a Triggering Event does not occur but the Executive is dismissed from his employment with the Corporation without cause within one (1) year of the Change in Control. For greater certainty, the Executive shall not be entitled to any payment by the Corporation pursuant to this subsection 17(d) if the Executive is dismissed from his employment with the Corporation for cause. The Corporation shall not dismiss the Executive for any reason unless such dismissal is specifically approved by the Board.
e) All payments provided herein shall be inclusive of any statutory payments required and shall constitute the Executive's sole entitlements in the event of Change in Control. Upon compliance with Section 17, the Executive shall have no action, cause of action or claim against the Corporation or any subsidiary of the Corporation, or any of their officers, directors or employees, arising from the Executive's employment or termination of employment.
f) In the event that the Executive is entitled to a payment pursuant to this section 17, the Executive shall be entitled to have all then-active Benefit Plans continued for a period of 12 months after the date of the giving of notice by the Executive pursuant to subsection 17(c), or the dismissal of the Executive's employment pursuant to subsection 17(d), as the case may be, but Executive shall not be entitled to any equity compensation under Section 5 unless Executive's employment continues as of the relevant date specified therein.
g) In the event that the Executive is entitled to a payment pursuant to this section 17, any Share Option, RSU, or DSU previously granted to the Executive by the Corporation or any subsidiary of the Corporation shall become fully vested, in which case the Executive shall be entitled to exercise such Share Option, RSU, and DSU on the terms granted and, notwithstanding any term of the stock option plan or other compensation plan to the contrary, the Corporation shall take all reasonable steps to ensure that the Executive's Share Options, RSU;'s, and DSU's shall remain exercisable for the original term granted and shall not terminate due to the termination of the Executive's employment with the Corporation. In addition, any provisions of the Share Option restricting the number of option shares which may be purchased before a particular date shall be waived. The terms of any Share Option agreement shall be deemed amended to reflect the provisions of this subsection 17(g). The provisions of this subsection 17(g) shall be subject to applicable securities laws and the rules of any stock exchange on which the shares of the Corporation may be then listed and the receipt of all necessary approvals from such securities regulators and exchange, which approvals the Corporation shall use its reasonable commercial efforts to obtain in the event of the operation of this subsection 17(g).
h) The provisions contained in this section 17 shall be effective as of the Effective Date and shall terminate on December 31, 2035 unless extended with the mutual agreement of the parties hereto and approved by the Board.
i) Any payment to be made by the Corporation pursuant to the terms of section 17 shall be paid by the Corporation in cash in a lump sum (subject to deduction of income tax and other deductions and/or withholdings as required by law) within thirty (30)( days of the giving of notice by the Executive pursuant to subsection 17(c) or within thirty (30)business days of the termination or dismissal from the Executive's employment as referred to in subsection 17(d), as the case may be. Any such payment shall be calculated, in the case of subsection 17(b) at the date of giving notice pursuant to subsection 17(c) and, in the case of subsection 17(d), at the date of dismissal or termination, as the case may be.
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j) In the event that any payment is made to the Executive pursuant to the provisions of subsection 17(b) or subsection 17(d), as the case may be, the Executive shall not be required in any manner whatsoever to mitigate any damages. Furthermore, the payment referred to in subsection 17(b) or subsection 17(d), as the case may be, shall be made regardless of whether the Executive seeks or finds employment of any nature whatsoever (other than employment with the Corporation or its successor).
k) The Corporation and the Executive expressly acknowledge and agree that if the Executive is entitled to a payment pursuant to subsection 17(b) hereof, and the Executive expressly agrees that, subject to subsection 17(b), upon termination by the Executive of his employment, the Corporation may elect to make such payment in the form of freely- tradeable common shares of the Corporation (or a combination of cash and shares), registered as directed by the Executive, and calculated according to the 20-day value- weighted average price of the Corporation's common shares as of the date of such termination, subject to acceptance by appropriate regulatory authorities, including the exchange(s) on which the Corporation's shares are traded.
18) Death of Executive. In the event that the Executive dies prior to the satisfaction of all of the Corporation's obligations under the terms of this Agreement, any remaining amounts payable to the Executive by the Corporation shall be paid to the person or persons previously designated by the Executive to the Corporation for such purposes, subject to entitlements of third persons under the terms of any will or the operation of any applicable Family Law or the Succession Law as in force in the state or province where the Executive resides. Any such designation of beneficiaries shall be made in writing, signed by the Executive and dated and filed with the Secretary of the Corporation. In the event that no designation is made, all such remaining amounts shall be paid by the Corporation to the estate of the Executive.
19) Assignment to Successor. This Agreement shall be assigned by the Corporation to any successor corporation of the Corporation and shall be binding upon such successor corporation. For the purposes of this section 19, "successor corporation" shall include any person referred to in Section 17(a)(ii)(3), or Section 17(a)(ii)(4). The Corporation shall ensure that the successor corporation shall continue the provisions of this Agreement as if it were the original party in place of the Corporation; provided however, that the Corporation shall not thereby be relieved of any obligation to the Executive pursuant to this Agreement. In the event of a transaction or series of transactions as described in Section 17(a)(ii)(3), or Section 17(a)(ii)(4), appropriate arrangements shall be made by the Corporation for the successor corporation to honour this Agreement as if the Executive had exercised his maximum rights hereunder as of the effective date of such transaction.
20) Confidentiality and Non-Competition.
a) All confidential records, material and information and copies thereof, and all trade secrets (including, without restricting the generality of the foregoing, inventions, discoveries and methods of processing and production), concerning the business or affairs of the Corporation or any of its affiliates, clients or suppliers (collectively, the "Confidential Information") obtained by the Executive in the course of his employment shall remain the exclusive and confidential property of the Corporation. For greater certainty, "Confidential Information" will not include: (i) information that is available to the public or in the public domain, being readily accessible to the public in written publications, at the time of disclosure or use, without breach of this Agreement; (ii) the general skills and experience gained by the Executive during the period services are provided to the Corporation; and (iii) information the disclosure of which is required to be made by any law, regulation, governmental authority or court, provided that before disclosure is made, notice of the requirement is provided by the Executive to the Corporation.
b) At all times during and subsequent to the Executive's employment, the Executive shall not disclose the contents of any Confidential Information to any person or entity or use, copy, transfer or destroy any Confidential Information other than as necessary in carrying out the Executive's duties on behalf of the Corporation without first obtaining the consent of the Board and shall take all reasonable precautions to prevent any inadvertent disclosure, use, copying, transfer or destruction of any Confidential Information. The Executive shall not, following the termination of his employment hereunder for any reason, use the contents of any Confidential Information for any purpose whatsoever.
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c) Within five days after the termination of the Executive's employment, or of receipt by the Executive of the Corporation's written request, the Executive will promptly deliver to the Corporation all property of or belonging to or administered by the Corporation or any of its affiliates, including without limitation all notes, memoranda and other business documents, including administrative and technical documents and materials concerning any of the business of the Corporation and all Confidential Information, in each case that is embodied in any physical or ephemeral form, whether in hard copy or on magnetic media, and that is within the Executive's possession or under the Executive's control. After he ceases to be employed by the Corporation, the Executive shall under no circumstances remove any books, records or documents or copies thereof (in nay form, and whether or not confidential) from the Corporation's office, nor shall the Executive make any copies of any such books, records or documents or copies thereof for use outside the Corporation's office, except as specifically authorised by the Board of Directors of the Corporation.
d) The Executive hereby agrees that he will not at any time during the term of his employment with the Corporation and for a period of one year thereafter:
i. knowingly solicit, interfere with or endeavour to entice away from the Corporation any of the financiers who were active financiers or private placers of the Corporation or its securities during the six month period immediately prior to the termination of the Executive's employment; or
ii. interfere with or knowingly entice away any employee of the Corporation who was an employee of the Corporation within 90 days of the termination of the Executive's employment.
e) The foregoing covenants are given by the Executive acknowledging that he has specific knowledge of the affairs of the Corporation. In the event that any clause or portion of any such covenant should be unenforceable or be declared invalid for any reason whatsoever, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining portions of the covenants and such unenforceable or invalid portions shall be severable from the remainder of this agreement. Notwithstanding the termination of this Agreement, the Executive's obligations under this section 20 shall remain in effect in accordance with the terms set out herein and shall exist and continue in full force and effect despite any breach or repudiation, or alleged breach or repudiation, of this Agreement or the Executive's employment (including, without limitation, the Executive's wrongful dismissal) by the Corporation. The Executive hereby acknowledges and agrees that all restrictions contained in this Agreement are reasonable and valid and all defences to the strict enforcement thereof by the Corporation are hereby waived by him.
f) Without intending to limit the remedies available to the Corporation, the Executive understands and acknowledges that a breach or threatened breach by the Executive of any of the terms of this Section 20 could result in the Corporation suffering irreparable harm that is not capable of being calculated and that cannot be fully or adequately compensated by the recovery of damages alone. Accordingly, the Executive agrees that, in addition to any other relief to which the Corporation may become entitled, the Corporation may apply for and will be entitled to injunctive relief, whether interim or permanent, specific performance and other equitable remedies, in any court of competent jurisdiction specifically to enforce any such covenants upon the breach or threatened breach of any such provisions, or otherwise specifically to enforce any such covenants and hereby waives all defences to the strict enforcement thereof by the Corporation.
21) Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement. This Agreement supersedes and replaces all prior agreements, if any, written or oral, with respect to the Executive's employment by the Corporation and any rights which the Executive may have by reason of any prior agreement or by reason of the Executive's prior employment, if any, by the Corporation. All previous agreements, written or oral, express or implied, between the parties hereto or on their behalf relating to the employment of the Executive by the Corporation are hereby terminated and cancelled, and each of the parties hereto hereby releases and forever discharges the other of and from all manner of actions, causes of action, claims, demands whatsoever under or in respect of any such agreements. There are no warranties, representations or agreements between the parties in connection with the subject matter of this Agreement except as specifically set forth or referred to in this Agreement. No reliance is placed on any representation, opinion, advice or assertion of fact made by the Corporation or their respective directors, officers and agents (for each of whom and for this purpose the Corporation contracts as trustee) to the Executive, except to the extent that the same has been reduced in writing and included as a term of this Agreement. Accordingly, there will be no liability, either in tort or in contract, assessed in relation to any representation, opinion, advice or assertion of fact, except to the extent aforesaid.
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22) Notice. Any notice in writing required or permitted to be given to the Executive hereunder shall be sufficiently given if served on the Executive personally or mailed by registered mail postage prepaid addressed to the Executive at his last address known to the Corporation. Any such notice mailed as aforesaid shall be deemed to have been received by and given to the Executive two business days following the date of mailing. Any notice in writing required or permitted to be given to the Corporation hereunder shall be given by registered mail postage prepaid addressed to the President of the Corporation at its head office. Any such notice mailed as aforesaid shall be deemed to have been received by and given to the Corporation two business days following the date of mailing. Either party may at any time give notice in writing to the other of any change of address of the party giving such notice and from and after the giving of such notice the address therein specified shall be deemed to be the address of such party for the giving of notices hereunder.
23) Further Assurances. Each of the parties hereto agrees to do and execute or cause to be made, done or executed all such further and other things, acts, deeds, documents, assignments and assurances as may be necessary or reasonably required to carry out the intent and purpose of this Agreement fully and effectually. Without limiting the generality of the foregoing, the Corporation shall take all reasonable steps in order to structure the payment or payments provided for in this Agreement in the manner most advantageous to the Executive with respect to the provisions of the Income Tax Act (Canada) or similar legislation in place in the jurisdiction of the Executive's residence.
24) Co-Operation by Executive. The Executive will co-operate in all respects with the Corporation if a question arises as to whether the Executive has a disability pursuant to subsection 11(d) hereof. Without limitation, the Executive will authorize the Executive's medical doctor or other health care specialist to discuss the condition of the Executive with the Corporation and will as reasonably requested by, and at the expense of, the Corporation submit to examination by a medical doctor or other health care specialist jointly selected by the Corporation and the Executive; provided that if the Corporation and the Executive fail to agree on a medical doctor or other health care specialist within 10 days of the request for examination made by the Corporation, each of the Corporation and the Executive will forthwith select a medical doctor or health care specialist and the medical doctors or healthcare specialists so selected will, within 10 days of being selected, jointly select a third medical doctor or healthcare specialist. The third medical doctor or health care specialist so selected will examine the Executive.
25) Governing Law and Attornment. This Agreement shall be governed by and interpreted under the laws of the state or province where the Executive resides. The parties attorn to the non-exclusive jurisdiction of the Courts of the state or province where the Executive Resides.
26) Currency. All dollar amounts referred to in this Agreement are expressed in U.S. dollars unless otherwise specifically provided herein.
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27) Assignment. Save and except as provided in Section 19, the benefits and obligations of this Agreement may not be assigned by either party to any other person; provided, however, that the Corporation may assign this Agreement to an affiliate or subsidiary of the Corporation with the approval of the Executive, which approval shall not unreasonably be withheld. Except as aforesaid, this Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, including, in the case of the Executive, his heirs, executors and administrators.
28) Invalidity of Provisions. Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any provision by a court of competent jurisdiction will not affect the validity or enforceability of any other provision. If in any jurisdiction, any provision of this Agreement or its application to any party or circumstance is restricted, prohibited or unenforceable, the provision will, as to that jurisdiction, be ineffective only to the extent of that restriction, prohibition or unenforceability without invalidating the remaining provisions of that provision in any other jurisdiction or its application to other parties or circumstances.
29) Waiver Amendment. Except as expressly provided in this Agreement, no amendment or waiver of this Agreement will be binding unless executed in writing by the party to be bound. No waiver of any provision of this Agreement will constitute a waiver of any other provision nor will any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.
30) Acknowledgment. The Executive acknowledges that:
a) he has read and understood this Agreement;
b) he has been given an opportunity to obtain independent legal advice concerning this Agreement and the provisions hereof and the interpretation and effect of this Agreement, and by signing this Agreement represents and warrants that he has each either obtained advice or voluntarily waived the opportunity to receive same; and
c) he has entered into this Agreement voluntarily.
IN WITNESS WHEREOF the parties hereto have executed this agreement as of the 17th day of November, 2025.
EXECUTIVE,
/s/ David Watkinson
David Watkinson
RISE GOLD CORPORATION,
/s/ Daniel Oliver Jr.
Daniel Oliver Jr., on behalf of the Board of Directors
12
Annex A
Sierrans for Responsible Resource Development - 501(c)(4) non-profit (President, Director).
Sierrans for Responsible Resource Development Charitable Fund - 501(c)(3) non profit (President, Director)
Emergent Metals Corp. (President, CEO, Director)
Ameriwest Critical Metals Inc. (President, CEO, Director)
Tarku Resources Ltd. (Director)
Pure Energy Minerals Limited (Director)
13
Exhibit 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-14 OR
15D-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David Watkinson, Chief Executive Officer of Rise Gold Corp., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Rise Gold Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entitles, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| By: | /s/ David Watkinson | |
| ----------------------------------- | ||
| Name: David Watkinson | ||
| Title: Chief Executive Officer | ||
| Date: March 17, 2026 |
Exhibit 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14 OR
15D-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mihai Draguleasa, Chief Financial Officer of Rise Gold Corp., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Rise Gold Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entitles, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| By: | /s/ Mihai Draguleasa | |
| ------------------------------------ | ||
| Name: Mihai Draguleasa | ||
| Title: Chief Financial Officer | ||
| Date: December March 17, 2026 |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Rise Gold Corp., (the "Company") on Form 10-Q for the period ended January 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David Watkinson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 that:
1. this report fully complies with the requirements of Sections 13(a) or 15(d) of the 1934 Act, and
2. the information contained in this report fairly presents, in all material respects, the registrant's financial condition and results of operations of the registrant.
| By: | /s/ David Watkinson | |
| ----------------------------------- | ||
| Name: David Watkinson | ||
| Title: Chief Executive Officer | ||
| Date: March 17, 2026 |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Rise Gold Corp., (the "Company") on Form 10-Q for the period ended January 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mihai Draguleasa, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 that:
1. this report fully complies with the requirements of Sections 13(a) or 15(d) of the 1934 Act, and
2. the information contained in this report fairly presents, in all material respects, the registrant's financial condition and results of operations of the registrant.
| By: | /s/ Mihai Draguleasa | |
| ------------------------------------ | ||
| Name: Mihai Draguleasa | ||
| Title: Chief Financial Officer | ||
| Date: March 17, 2026 |