Rise Gold Fuels Litigation with $10M+ in Financing, Asset Sales

TL;DR

**RYES is a high-risk bet on a legal win; if they secure mining rights, this stock could explode, but a loss means a bust.**

AI Summary

Rise Gold Corp. (RYES) is a mineral exploration company primarily focused on the Idaho-Maryland Gold Mine property. For the fiscal year ended July 31, 2025, the company reported a significant increase in its cash balance to $2,783,348, up from $243,669 in the prior year, largely due to strategic asset sales and financing activities. Key business changes include the sale of three non-core surface parcels to repay debt and fund litigation, generating $4.3 million from the sale of 66 acres of industrial land adjacent to the I-M Mine Property. The company also secured $7,000,000 in financing on October 24, 2025, and $3,000,000 on May 8, 2025, through unit issuances. A major ongoing risk is the legal battle with Nevada County, California, regarding the vested right to mine at the I-M Mine Property, with oral arguments scheduled for January 9, 2026. The strategic outlook hinges on winning this litigation to commence underground mining at an average throughput of 1,000 tons per day, which would require approximately 300 employees.

Why It Matters

Rise Gold's aggressive financing and asset sales, totaling over $10 million, are critical for its survival and its high-stakes legal battle to secure mining rights at the Idaho-Maryland Gold Mine. A favorable court ruling could unlock significant value for investors by allowing the company to develop a major past-producing gold mine, potentially creating 300 jobs and generating economic activity in Nevada County. Conversely, a loss would severely impair the company's primary asset and future prospects, impacting its ability to compete in the gold exploration sector. The outcome will set a precedent for property rights in resource development within California.

Risk Assessment

Risk Level: high — The company's ability to continue as a going concern is dependent on obtaining adequate financing and winning its legal battle with Nevada County, California, regarding its vested right to mine. The 10-K explicitly states, "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." Furthermore, the entire business plan hinges on a favorable outcome in the Writ of Mandamus, with oral arguments scheduled for January 9, 2026, making the company highly susceptible to legal and financial uncertainties.

Analyst Insight

Investors should approach RYES with extreme caution, recognizing it as a speculative play on the outcome of the Nevada County litigation. Consider a small, high-risk allocation only if you have a strong conviction in the company's legal position and are prepared for a potential total loss. Monitor the January 9, 2026, oral arguments closely, as this event will be a major catalyst.

Key Numbers

• $2,783,348 — Cash Balance (as of July 31, 2025, up from $243,669 in 2024)
• $7,000,000 — Financing Raised (on October 24, 2025, through unit issuance)
• $3,000,000 — Financing Raised (on May 8, 2025, through unit issuance)
• $4,300,000 — Land Sale Revenue (from selling 66 acres of industrial land)
• 120,370,467 — Shares Outstanding (as of October 27, 2025)
• $4,462,808 — Market Value of Non-Affiliate Equity (as of the most recently completed second fiscal quarter)
• 1,000 tons per day — Proposed Mining Throughput (if I-M Mine Property reaches full production)
• 300 — Estimated Employees (if the mine reaches full production)
• $500,000 — Secured Loan (from Myrmikan Gold Fund, LLC, repaid in May 2025)
• 15% — Interest Rate (on the Myrmikan Gold Fund loan and amended Eridanus Capital loan)

Key Players & Entities

• Rise Gold Corp. (company) — registrant
• Idaho-Maryland Gold Mine property (company) — primary asset
• Nevada County, California (regulator) — opposing party in litigation
• Rise Grass Valley Inc. (company) — wholly owned Nevada subsidiary
• Myrmikan Gold Fund, LLC (company) — lender
• Daniel Oliver Jr. (person) — director and managing member of Myrmikan Gold Fund, LLC
• Eridanus Capital LLC (company) — lender
• Mihai Draguleasa (person) — Chief Financial Officer
• Catherine Cox (person) — Corporate Secretary
• Davidson & Company LLP (company) — auditor

FAQ

Risk Factors

• Vested Right to Mine Litigation [high — legal]: Rise Gold Corp. is engaged in a legal battle with Nevada County, California, regarding its vested right to mine at the Idaho-Maryland (I-M) Mine Property. The County rejected the company's petition on December 13-14, 2023. The company filed a Writ of Mandamus on May 13, 2024, and the court rejected the County's motion for summary judgment on August 8, 2025, affirming Rise's beneficial interest. Oral arguments are scheduled for January 9, 2026.
• Need for Additional Capital [high — financial]: The company requires significant additional capital to fund its business plan, including exploration, development, and potential diversification of its property portfolio. The ability to continue as a going concern depends on obtaining adequate future financing, with no assurance that such financing will be available on advantageous terms.
• Global Economic Volatility [medium — market]: Increased volatility or rapid destabilization of global economic conditions, driven by factors like inflation, rising interest rates, geopolitical instability, and commodity price fluctuations, could adversely affect Rise Gold's ability to obtain necessary equity or debt financing for the I-M Mine Project.

Industry Context

Rise Gold Corp. operates in the mineral exploration sector, specifically focused on gold. The industry is capital-intensive and subject to significant commodity price volatility and regulatory hurdles. Companies like Rise Gold often rely on securing substantial financing for exploration and development, and face challenges in obtaining permits and approvals for mining operations.

Regulatory Implications

The primary regulatory challenge for Rise Gold is the ongoing legal dispute with Nevada County over its vested right to mine. The outcome of this litigation will determine the company's ability to proceed with its planned underground mining operations, highlighting the critical role of local and state regulatory approvals in the mining sector.

What Investors Should Do

1. Monitor the outcome of the January 9, 2026, oral arguments in the vested rights litigation.
2. Assess the company's ability to secure further financing if needed for mine development.
3. Evaluate the company's cash burn rate and operational expenditures.

Key Dates

• 2025-08-08: Court rejects Nevada County's motion for summary judgment in vested rights litigation. — Affirms Rise Gold's beneficial interest in the I-M Mine Property, allowing the litigation to proceed.
• 2025-09-12: Stipulation signed for litigation timeline. — Sets deadlines for briefs and schedules oral arguments for January 9, 2026, providing a clear path forward for the legal battle.
• 2025-10-24: Company closes financing, raising $7,000,000. — Provides crucial capital for operations and litigation, significantly boosting the company's cash reserves.
• 2025-05-08: Company closes financing, raising $3,000,000. — Adds to the company's liquidity, supporting ongoing activities and legal expenses.
• 2025-05: Repayment of $500,000 secured loan from Myrmikan Gold Fund, LLC. — Reduces outstanding debt and demonstrates progress in financial management.
• 2023-12-13: Nevada County Board of Supervisors rejects vested rights petition. — Initiated the formal legal challenge by Rise Gold Corp. to assert its right to mine.

Glossary

Vested Right to Mine

A legal right established through prior mining activity that allows a property owner to continue mining operations without needing a new use permit, even if local zoning changes. (This is the core of Rise Gold's legal battle with Nevada County, determining their ability to commence operations at the I-M Mine Property.)

Writ of Mandamus

A court order compelling a government entity or official to perform a duty that they are legally obligated to do. (Rise Gold filed this to force the Nevada County Board of Supervisors to recognize its vested right to mine.)

Exploration Stage Company

A company whose primary business is exploring for mineral reserves, which has not yet determined whether economically recoverable reserves exist. (Indicates Rise Gold is in the early stages of development and has not yet generated revenue from mining.)

Unit Issuance

A financing method where a company sells a package of securities, often including common stock and warrants, to investors. (This is how Rise Gold has raised significant capital, as evidenced by the $7 million and $3 million financings.)

Year-Over-Year Comparison

The fiscal year ended July 31, 2025, shows a dramatic improvement in liquidity, with the cash balance soaring to $2,783,348 from $243,669 in the prior year. This increase is primarily attributed to successful financing activities, including $7 million raised in October 2025 and $3 million in May 2025, alongside the $4.3 million from land sales. While specific revenue and net income figures are not detailed for comparison, the substantial increase in cash and the strategic asset sales indicate a proactive approach to funding operations and litigation.

Key Financial Figures

• $0.001 — ) of the Act: Common Stock, Par Value $0.001 per share (Title of Class) Indicate
• $7,000,000 — Company closed a financing and raised US$7,000,000 through the issuance of up to 36,585,36
• $0.25 — up to 36,585,361 units at a price of US$0.25 per Unit, with each unit comprising one
• $0.45 — common stock at an exercise price of US$0.45 for a period of three years from the da
• $0.10 — options are exercisable at a price of US$0.10 per share until May 22, 2030. On May
• $200,000 — drilling equipment for a sale price of $200,000. $100,000 was received on June 6, 2025
• $100,000 — equipment for a sale price of $200,000. $100,000 was received on June 6, 2025 and subseq
• $50,000 — June 6, 2025 and subsequent payments of $50,000 payable for each of the two drilling ri
• $3,000,000 — e Company closed a financing and raised $3,000,000 through the issuance of up to 36,585,36
• $0.082 — up to 36,585,361 units at a price of US$0.082 per Unit (~CDN$0.11), with each unit co
• $0.11 — ts at a price of US$0.082 per Unit (~CDN$0.11), with each unit comprising one share o
• $0.15 — common stock at an exercise price of US$0.15 (~CDN$0.21) for a period of three years
• $0.21 — ck at an exercise price of US$0.15 (~CDN$0.21) for a period of three years from the d
• $4.3 million — to the Company's I-M Mine Property for $4.3 million. The sale transaction is subject to two
• $1.8 million — cres of land for total consideration of $1.8 million. That contract closed on November 27, 2

Filing Documents

• form10k.htm (10-K) — 1424KB
• exhibit23-1.htm (EX-23.1) — 2KB
• exhibit31-1.htm (EX-31.1) — 7KB
• exhibit31-2.htm (EX-31.2) — 7KB
• exhibit32-1.htm (EX-32.1) — 3KB
• exhibit32-2.htm (EX-32.2) — 3KB
• exhibit23-1xu002.jpg (GRAPHIC) — 10KB
• exhibit23-1xu003.jpg (GRAPHIC) — 11KB
• form10kxz001.jpg (GRAPHIC) — 49KB
• form10kxz002.jpg (GRAPHIC) — 69KB
• form10kxz003.jpg (GRAPHIC) — 196KB
• form10kxz004.jpg (GRAPHIC) — 114KB
• form10kxz005.jpg (GRAPHIC) — 43KB
• form10kxz006.jpg (GRAPHIC) — 84KB
• form10kxz007.jpg (GRAPHIC) — 27KB
• form10kxz008.jpg (GRAPHIC) — 9KB
• form10kxz009.jpg (GRAPHIC) — 7KB
• form10kxz010.jpg (GRAPHIC) — 7KB
• 0001062993-25-016364.txt ( ) — 9071KB
• ryes-20250731.xsd (EX-101.SCH) — 83KB
• ryes-20250731_cal.xml (EX-101.CAL) — 40KB
• ryes-20250731_def.xml (EX-101.DEF) — 228KB
• ryes-20250731_lab.xml (EX-101.LAB) — 815KB
• ryes-20250731_pre.xml (EX-101.PRE) — 380KB
• form10k_htm.xml (XML) — 1006KB

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 23

Item 2. Properties 23

Legal Proceedings 48

Item 3. Legal Proceedings 48

Mine Safety Disclosures 48

Item 4. Mine Safety Disclosures 48 PART II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 49

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 49

[Reserved] 50

Item 6. [Reserved] 50

Management's Discussion and Analysis of Financial Condition and Results of Operations 51

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 51

Quantitative and Qualitative Disclosures About Market Risk 53

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 53

Financial Statements and Supplementary Data 53

Item 8. Financial Statements and Supplementary Data 53

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 82

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 82

Controls and Procedures 82

Item 9A. Controls and Procedures 82

Other Information 83

Item 9B. Other Information 83

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 83

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 83 PART III

Directors, Executive Officers and Corporate Governance 83

Item 10. Directors, Executive Officers and Corporate Governance 83

Executive Compensation 87

Item 11. Executive Compensation 87

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 91

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 91

Certain Relationships and Related Transactions, and Director Independence 95

Item 13. Certain Relationships and Related Transactions, and Director Independence 95

Principal Accountant Fees and Services 97

Item 14. Principal Accountant Fees and Services 97 PART IV

Exhibits and Financial Statement Schedules 98

Item 15. Exhibits and Financial Statement Schedules 98

Form 10-K Summary 100

Item 16. Form 10-K Summary 100 SIGNATURES 100 - 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" or "Rise") which represent our current expectations or beliefs, including statements concerning our 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 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 during the July 31, 2025 fiscal year and subsequent to year end, 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. - 4 - 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-cor

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. 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. - 8 -

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