Rise Gold Corp. Files 2024 10-K

TL;DR

Rise Gold filed its 2024 10-K. Check financials for mining ops.

AI Summary

Rise Gold Corp. filed its 10-K for the fiscal year ending July 31, 2024, reporting on its activities in the metal mining sector. The company, formerly known as Rise Resources Inc., Patriot Minefinders Inc., and Atlantic Resources Inc., is incorporated in Nevada and headquartered in Vancouver. The filing details its financial performance and operational status for the period.

Why It Matters

This 10-K filing provides investors and stakeholders with a comprehensive overview of Rise Gold Corp.'s financial health and operational activities for the fiscal year 2024, crucial for investment decisions.

Risk Assessment

Risk Level: medium — As a mining company, Rise Gold Corp. is subject to inherent risks associated with exploration, development, and commodity price fluctuations.

Key Numbers

• 2024-07-31 — Fiscal Year End (Reporting period for the 10-K)
• 2023-07-31 — Previous Fiscal Year End (For comparative financial analysis)

Key Players & Entities

• Rise Gold Corp. (company) — Filer of the 10-K
• 2024-07-31 (date) — Fiscal year end
• METAL MINING (industry) — Standard Industrial Classification
• NV (state) — State of Incorporation
• Vancouver (city) — Business and Mail Address City
• Rise Resources Inc. (company) — Former company name
• Patriot Minefinders Inc. (company) — Former company name
• Atlantic Resources Inc. (company) — Former company name
• Eridanus Capital Llc (company) — Mentioned in relation to Loans Payable

FAQ

Key Financial Figures

• $0.001 — ) of the Act: Common Stock, Par Value $0.001 per share (Title of Class) Indicate
• $0.11 — k options are exercisable at a price of $0.11 per share until October 21, 2029. On
• $500,000 — kan Gold Fund, LLC (the "Lender") for a $500,000 loan (the "Loan") which will be used fo
• $0.1735 — rchase warrants at an exercise price of $0.1735 with a 4 year expiry period as addition
• $0.10 — k options are exercisable at a price of $0.10 per share until September 20, 2029. O
• $0.115 — rchase warrants at an exercise price of $0.115 to Eridanus as consideration for the ex
• $0.17 — k options are exercisable at a price of $0.17 per share until May 1, 2029. On April
• $954,253 — wo tranches for gross proceeds totaling $954,253 through the issuance of 10,044,765 unit
• $0.095 — 10,044,765 units in total at a price of $0.095 per unit with each unit consisting of o
• $0.158 — of common stock at an exercise price of $0.158 for a period of three years from the da
• $538,600 — private placement for gross proceeds of $538,600. The Company paid fees of $1,995 and is
• $1,995 — s of $538,600. The Company paid fees of $1,995 and issued 21,000 finder's warrants whe
• $4,515 — o years. The Company paid legal fees of $4,515 in connection with this financing. On
• $1,000,000 — of the fees billed by the lender up to $1,000,000. Amounts loaned will bear interest at a
• $0.16 — mmon stock of the Company at a price of $0.16 per share for a period of four years fr

Filing Documents

• form10k.htm (10-K) — 1418KB
• exhibit23-1.htm (EX-23.1) — 1KB
• exhibit31-1.htm (EX-31.1) — 6KB
• exhibit31-2.htm (EX-31.2) — 6KB
• exhibit32-1.htm (EX-32.1) — 2KB
• exhibit32-2.htm (EX-32.2) — 2KB
• form10kxz001.jpg (GRAPHIC) — 49KB
• form10kxz002.jpg (GRAPHIC) — 69KB
• form10kxz003.jpg (GRAPHIC) — 196KB
• form10kxz004.jpg (GRAPHIC) — 114KB
• form10kxz005.jpg (GRAPHIC) — 41KB
• form10kxz006.jpg (GRAPHIC) — 84KB
• form10kxz007.jpg (GRAPHIC) — 27KB
• form10kxz008.jpg (GRAPHIC) — 9KB
• form10kxz009.jpg (GRAPHIC) — 9KB
• form10kxz010.jpg (GRAPHIC) — 10KB
• 0001062993-24-018073.txt ( ) — 8557KB
• ryes-20240731.xsd (EX-101.SCH) — 74KB
• ryes-20240731_cal.xml (EX-101.CAL) — 36KB
• ryes-20240731_def.xml (EX-101.DEF) — 216KB
• ryes-20240731_lab.xml (EX-101.LAB) — 707KB
• ryes-20240731_pre.xml (EX-101.PRE) — 357KB
• form10k_htm.xml (XML) — 968KB

Risk Factors 8

Item 1A. Risk Factors 8

Unresolved Staff Comments 22

Item 1B. Unresolved Staff Comments 22

Cybersecurity 22

Item 1C. Cybersecurity 22

Properties 22

Item 2. Properties 22

Legal Proceedings 47

Item 3. Legal Proceedings 47

Mine Safety Disclosures 47

Item 4. Mine Safety Disclosures 47 PART II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 48

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 48

[Reserved] 49

Item 6. [Reserved] 49

Management's Discussion and Analysis of Financial Condition and Results of Operations 50

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 50

Quantitative and Qualitative Disclosures About Market Risk 52

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 52

Financial Statements and Supplementary Data 52

Item 8. Financial Statements and Supplementary Data 52

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 78

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 78

Controls and Procedures 78

Item 9A. Controls and Procedures 78

Other Information 79

Item 9B. Other Information 79

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 79

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 79 PART III

Directors, Executive Officers and Corporate Governance 79

Item 10. Directors, Executive Officers and Corporate Governance 79

Executive Compensation 85

Item 11. Executive Compensation 85

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 88

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 88

Certain Relationships and Related Transactions, and Director Independence 92

Item 13. Certain Relationships and Related Transactions, and Director Independence 92

Principal Accountant Fees and Services 93

Item 14. Principal Accountant Fees and Services 93 PART IV

Exhibits and Financial Statement Schedules 94

Item 15. Exhibits and Financial Statement Schedules 94

Form 10-K Summary 96

Item 16. Form 10-K Summary 96 SIGNATURES 96 - 3 -

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This annual report on Form 10-K (this "Report") contains "forward-looking statements" relating to Rise Gold Corp. (the "Company") which represent our current expectations or beliefs, including statements concerning its operations, performance, financial condition and growth. For this purpose, any statements contained in this Report that are not statements of historical fact are forward-looking statements. Without limiting the generality of the foregoing, words such as "may", "anticipate", "intend", "could", "estimate", or "continue" or the negative or other comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, such as credit losses, dependence on management and key personnel, our ability to continue our growth strategy and competition, certain of which are beyond our control. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward-looking statements. CURRENCY In this Report, unless otherwise indicated, all dollar amounts are expressed in U.S. dollars and references to $ are to U.S. dollars. PART I

Business

Item 1. Business 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 OTCQX 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 during the July 31, 2024 fiscal year and subsequent to year end, include the following: On October 21, 2024, the Company granted 1,006,750 stock options to a director of the Company. The stock options are exercisable at a price of $0.11 per share until October 21, 2029. 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 will be secured against the assets of the Company and its subsidiary. Daniel Oliver Jr.,

Risk Factors

Item 1A. Risk Factors 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 and the Israel-Palestine conflict), 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. - 8 - 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.

View Full Filing

View this 10-K filing on SEC EDGAR