|
ITEM
1.
|
FINANCIAL
STATEMENTS.
|
The
condensed consolidated interim financial statements of Rise Gold Corp. (we, us, our,
the Company, 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 Companys Form 10-K for the fiscal year ended July 31, 2018.
RISE
GOLD CORP.
(AN
EXPLORATION STAGE COMPANY)
CONDENSED
CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PERIOD
ENDED APRIL 30, 2019
INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS:
|
Page
|
|
|
Consolidated
Interim Statement of Financial Position
|
F-1
|
Consolidated
Interim Statement of Loss and Comprehensive Loss
|
F-2
|
Consolidated
Interim Statement of Cash Flows
|
F-3
|
Consolidated
Interim Statement of Stockholders Equity
|
F-4
|
Notes
to Unaudited Consolidated Interim Financial Statements
|
F-5
|
RISE GOLD CORP.
|
(An Exploration Stage Company)
|
CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION
|
(Expressed in Canadian Dollars)
|
(Unaudited)
|
|
|
April 30,
|
|
|
July 31,
|
|
AS AT
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
271,357
|
|
|
$
|
69,616
|
|
Receivables
|
|
|
10,281
|
|
|
|
17,059
|
|
Prepaid expenses (Note 3)
|
|
|
116,357
|
|
|
|
532,389
|
|
Total current assets
|
|
|
397,995
|
|
|
|
619,064
|
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
|
|
|
|
|
|
|
Mineral property interests (Note 4)
|
|
|
5,447,674
|
|
|
|
5,447,674
|
|
Equipment (Note 5)
|
|
|
819,955
|
|
|
|
711,366
|
|
Deposit
|
|
|
61,890
|
|
|
|
-
|
|
Total assets
|
|
$
|
6,727,514
|
|
|
$
|
6,778,104
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
540,721
|
|
|
$
|
521,058
|
|
Payable to related parties (Note 7)
|
|
|
40,940
|
|
|
|
49,150
|
|
Current portion of equipment loan (Note 5)
|
|
|
371,819
|
|
|
|
305,710
|
|
Total current liabilities
|
|
|
953,480
|
|
|
|
875,918
|
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
|
|
|
|
|
|
|
Equipment loan (Note 5)
|
|
|
-
|
|
|
|
293,955
|
|
|
|
|
953,480
|
|
|
|
1,169,873
|
|
Stockholders equity
|
|
|
|
|
|
|
|
|
Capital stock, $0.001 par value, 400,000,000 shares authorized;
|
|
|
|
|
|
|
|
|
164,265,081 (July 31, 2018 – 116,105,982) shares issued and outstanding (Note 9)
|
|
|
164,265
|
|
|
|
116,106
|
|
Additional paid-in capital (Note 9)
|
|
|
21,022,450
|
|
|
|
16,280,575
|
|
Cumulative translation adjustment
|
|
|
(166,663
|
)
|
|
|
(166,663
|
)
|
Deficit
|
|
|
(15,246,018
|
)
|
|
|
(10,621,787
|
)
|
Total stockholders equity
|
|
|
5,774,034
|
|
|
|
5,608,231
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
6,727,514
|
|
|
$
|
6,778,104
|
|
Nature
and continuance of operations
(Note 1)
Contingency
(Note 6)
The
accompanying notes are an integral part of these condensed consolidated interim financial statements.
RISE GOLD CORP.
|
(An Exploration Stage Company)
|
CONDENSED CONSOLIDATED INTERIM STATEMENT OF LOSS AND COMPREHENSIVE LOSS
|
(Expressed in Canadian Dollars)
|
(Unaudited)
|
|
|
Three months
ended April
30, 2019
|
|
|
Three months
ended April
30, 2018
|
|
|
Nine months
ended April
30, 2019
|
|
|
Nine months
ended April
30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting
|
|
$
|
30,000
|
|
|
$
|
18,000
|
|
|
$
|
57,100
|
|
|
$
|
57,500
|
|
Depreciation (Note 5)
|
|
|
3,066
|
|
|
|
-
|
|
|
|
17,071
|
|
|
|
-
|
|
Directors fees
|
|
|
20,180
|
|
|
|
22,252
|
|
|
|
59,604
|
|
|
|
73,107
|
|
Filing and regulatory
|
|
|
18,537
|
|
|
|
10,266
|
|
|
|
37,897
|
|
|
|
71,780
|
|
Foreign exchange (gain) loss
|
|
|
37,739
|
|
|
|
6,380
|
|
|
|
41,691
|
|
|
|
(15,308
|
)
|
Gain on settlement of debt
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(37,068
|
)
|
General and administrative
|
|
|
43,192
|
|
|
|
33,649
|
|
|
|
314,564
|
|
|
|
139,085
|
|
Geological, mineral, and prospect costs (Note 4)
|
|
|
1,015,320
|
|
|
|
440,615
|
|
|
|
2,925,001
|
|
|
|
1,150,292
|
|
Interest expense (Note 5 and 8)
|
|
|
10,261
|
|
|
|
-
|
|
|
|
23,688
|
|
|
|
-
|
|
Professional fees
|
|
|
107,326
|
|
|
|
127,971
|
|
|
|
391,863
|
|
|
|
352,028
|
|
Promotion and shareholder communication
|
|
|
192,971
|
|
|
|
65,502
|
|
|
|
472,704
|
|
|
|
323,809
|
|
Share-based compensation
|
|
|
-
|
|
|
|
673,360
|
|
|
|
173,762
|
|
|
|
673,360
|
|
Salaries
|
|
|
18,196
|
|
|
|
56,465
|
|
|
|
109,286
|
|
|
|
147,542
|
|
Net loss and comprehensive loss for the period
|
|
$
|
1,496,788
|
|
|
$
|
1,454,460
|
|
|
$
|
4,624,231
|
|
|
$
|
2,936,127
|
|
Basic and diluted loss per common share
|
|
$
|
(0.01
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.04
|
)
|
Weighted average number of common shares outstanding (basic and diluted)
|
|
|
158,310,396
|
|
|
|
85,685,791
|
|
|
|
141,699,202
|
|
|
|
74,624,290
|
|
The
accompanying notes are an integral part of these condensed consolidated interim financial statements.
RISE GOLD CORP.
|
(An Exploration Stage Company)
|
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
|
(Expressed in Canadian Dollars)
|
(Unaudited)
|
FOR THE NINE MONTHS ENDED APRIL 30,
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
Loss for the period
|
|
$
|
(4,624,231
|
)
|
|
$
|
(2,936,127
|
)
|
Items not involving cash
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
17,071
|
|
|
|
-
|
|
Interest expense
|
|
|
4,972
|
|
|
|
-
|
|
Share-based payment
|
|
|
173,762
|
|
|
|
673,360
|
|
Gain on settlement of debt
|
|
|
-
|
|
|
|
(37,068
|
)
|
Unrealized loss on foreign exchange
|
|
|
1,790
|
|
|
|
11,071
|
|
Non-cash working capital item changes:
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
6,778
|
|
|
|
(24,568
|
)
|
Prepaid expenses
|
|
|
416,032
|
|
|
|
(365,406
|
)
|
Deposits
|
|
|
(61,890
|
)
|
|
|
-
|
|
Accounts payables and accrued liabilities
|
|
|
19,663
|
|
|
|
18,358
|
|
Due to related parties
|
|
|
-
|
|
|
|
6,584
|
|
Net cash used in operating activities
|
|
|
(4,046,053
|
)
|
|
|
(2,653,796
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
Acquisition of equipment
|
|
|
(125,660
|
)
|
|
|
-
|
|
Mineral property
|
|
|
-
|
|
|
|
(1,138,443
|
)
|
Net cash used in investing activities
|
|
|
(125,660
|
)
|
|
|
(1,138,443
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Private placement
|
|
|
3,611,300
|
|
|
|
5,257,620
|
|
Convertible debenture (Note 8)
|
|
|
1,000,000
|
|
|
|
-
|
|
Repayment of equipment loan
|
|
|
(227,846
|
)
|
|
|
-
|
|
Warrants exercised
|
|
|
-
|
|
|
|
19,267
|
|
Share issuance costs
|
|
|
-
|
|
|
|
(86,567
|
)
|
Repayment of loans from related parties
|
|
|
(10,000
|
)
|
|
|
-
|
|
Net cash provided by financing activities
|
|
|
4,373,454
|
|
|
|
5,190,320
|
|
|
|
|
|
|
|
|
|
|
Change in cash for the period
|
|
|
201,741
|
|
|
|
1,398,081
|
|
Cash, beginning of period
|
|
|
69,616
|
|
|
|
337,099
|
|
Cash, end of period
|
|
$
|
271,357
|
|
|
$
|
1,735,180
|
|
Supplemental
cash flow information (Note 10)
The
accompanying notes are an integral part of these condensed consolidated interim financial statements.
RISE GOLD CORP.
|
(An Exploration Stage Company)
|
CONDENSED CONSOLIDATED INTERIM STATEMENT OF STOCKHOLDERS EQUITY
|
(Expressed in Canadian Dollars)
|
(Unaudited)
|
|
|
Capital
Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
Amount
|
|
|
Additional
Paid-in Capital
|
|
|
Subscription
Receivable
|
|
|
Cumulative
Translation
Adjustment
|
|
|
Deficit
|
|
|
Total
|
|
Balance as at July 31,
2017
|
|
|
66,707,655
|
|
|
$
|
66,708
|
|
|
$
|
10,103,162
|
|
|
$
|
-
|
|
|
$
|
(166,663
|
)
|
|
$
|
(6,027,924
|
)
|
|
$
|
3,975,283
|
|
Shares issued for cash
|
|
|
7,077,140
|
|
|
|
7,077
|
|
|
|
1,054,493
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,061,570
|
|
Share issuance costs
|
|
|
-
|
|
|
|
-
|
|
|
|
(18,248
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(18,248
|
)
|
Shares issued for debt
|
|
|
417,184
|
|
|
|
417
|
|
|
|
60,074
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
60,491
|
|
Loss for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(594,306
|
)
|
|
|
(594,306
|
)
|
Balance
as at October 31, 2017
|
|
|
74,201,979
|
|
|
$
|
74,202
|
|
|
$
|
11,199,481
|
|
|
$
|
-
|
|
|
$
|
(166,663
|
)
|
|
$
|
(6,622,230
|
)
|
|
$
|
4,484,790
|
|
Shares issued for cash
|
|
|
6,550,333
|
|
|
|
6,550
|
|
|
|
976,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
982,550
|
|
Share issuance costs
|
|
|
-
|
|
|
|
-
|
|
|
|
(60,279
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(60,279
|
)
|
Warrants exercised
|
|
|
192,670
|
|
|
|
193
|
|
|
|
19,074
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
19,267
|
|
Loss for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(922,821
|
)
|
|
|
(922,821
|
)
|
Balance
as at January 31, 2018
|
|
|
80,944,982
|
|
|
$
|
80,945
|
|
|
$
|
12,134,276
|
|
|
$
|
-
|
|
|
$
|
(166,663
|
)
|
|
$
|
(7,545,051
|
)
|
|
$
|
4,503,507
|
|
Shares issued for cash
|
|
|
35,161,000
|
|
|
|
35,161
|
|
|
|
3,480,939
|
|
|
|
(302,600
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
3,213,500
|
|
Share issuance costs
|
|
|
-
|
|
|
|
-
|
|
|
|
(8,000
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(8,000
|
)
|
Share-based payment
|
|
|
-
|
|
|
|
-
|
|
|
|
673,360
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
673,360
|
|
Loss for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,419,000
|
)
|
|
|
(1,419,000
|
)
|
Balance
as at April 30, 2018
|
|
|
116,105,982
|
|
|
$
|
116,106
|
|
|
$
|
16,280,575
|
|
|
$
|
(302,600
|
)
|
|
$
|
(166,663
|
)
|
|
$
|
(8,964,051
|
)
|
|
$
|
6,963,367
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at July 31,
2018
|
|
|
116,105,982
|
|
|
$
|
116,106
|
|
|
$
|
16,280,575
|
|
|
$
|
-
|
|
|
$
|
(166,663
|
)
|
|
$
|
(10,621,787
|
)
|
|
$
|
5,608,231
|
|
Shares issued for cash
|
|
|
22,384,375
|
|
|
|
22,384
|
|
|
|
2,118,366
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,140,750
|
|
Loss for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,490,451
|
)
|
|
|
(1,490,451
|
)
|
Balance
as at October 31, 2018
|
|
|
138,490,357
|
|
|
$
|
138,490
|
|
|
$
|
18,398,941
|
|
|
$
|
-
|
|
|
$
|
(166,663
|
)
|
|
$
|
(12,112,238
|
)
|
|
$
|
6,258,530
|
|
Shares issued for cash
|
|
|
7,500,000
|
|
|
|
7,500
|
|
|
|
742,500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
750,000
|
|
Share-based payment
|
|
|
-
|
|
|
|
-
|
|
|
|
173,762
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
173,762
|
|
Loss for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,636,992
|
)
|
|
|
(1,636,992
|
)
|
Balance
as at January 31, 2019
|
|
|
145,990,357
|
|
|
$
|
145,990
|
|
|
$
|
19,315,203
|
|
|
$
|
-
|
|
|
$
|
(166,663
|
)
|
|
$
|
(13,749,230
|
)
|
|
$
|
5,545,300
|
|
Shares issued for conversion of debt
|
|
|
10,049,724
|
|
|
|
10,050
|
|
|
$
|
994,922
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
1,004,972
|
|
Shares issued for cash
|
|
|
8,225,000
|
|
|
|
8,225
|
|
|
|
712,325
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
720,550
|
|
Loss for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,496,788
|
)
|
|
|
(1,496,788
|
)
|
Balance
as at April 30, 2019
|
|
|
164,265,081
|
|
|
$
|
164,265
|
|
|
$
|
21,022,450
|
|
|
$
|
-
|
|
|
$
|
(166,663
|
)
|
|
$
|
(15,246,018
|
)
|
|
$
|
5,774,034
|
|
The
accompanying notes are an integral part of these condensed consolidated interim financial statements.
RISE
GOLD CORP.
|
(An
Exploration Stage Company)
|
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
FOR
THE PERIOD ENDED APRIL 30, 2019
|
(Expressed
in Canadian Dollars)
|
|
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 in the exploration stage. On April 11, 2012, the Company merged its wholly-owned subsidiary, Patriot Minefinders
Inc., a Nevada corporation, in and to the Company 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 April 7, 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
February 16, 2015, the Company increased its authorized capital from 21,000,000 shares to 400,000,000 shares.
On
January 29, 2016, the Company completed an initial public offering in Canada and began trading on the Canadian Securities Exchange
(CSE) on February 1, 2016. On November 28, 2017, the Company ceased trading on the OTC Pink Market and began trading
on the OTCQB Venture Market.
The
Company is in the early stages of exploration and, as is common with any exploration company, it raises financing for its acquisition
activities. The accompanying condensed consolidated interim financial statements have been prepared on the going concern basis,
which presumes that the Company will continue operations for the foreseeable future and will be able to realize assets and discharge
liabilities in the normal course of business. The Company has incurred a loss of $4,624,231 for the period ended April 30, 2019
and has accumulated a deficit of $15,246,018. This raises substantial doubt about the Companys ability to continue as a
going concern. The ability of the Company to continue as a going concern is dependent on the Companys ability to maintain
continued support from its shareholders and creditors and to raise additional capital and implement its business plan. The consolidated
financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
At
April 30, 2019, the Company had working capital deficiency of $555,485.
Generally
Accepted Accounting Principles
The
accompanying 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 Companys Annual Report on Form 10-K, which contains the audited financial
statements and notes thereto, together with Managements Discussion and Analysis, for the year ended July 31, 2018. Certain
information and footnote disclosures normally included in the financial statements prepared in accordance with US GAAP have been
condensed or omitted pursuant to such SEC rules and regulations. The operating results for the three and nine months ended April
30, 2019 are not necessarily indicative of the results that may be expected for the year ended July 31, 2019.
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.
RISE
GOLD CORP.
|
(An
Exploration Stage Company)
|
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
FOR
THE PERIOD ENDED APRIL 30, 2019
|
(Expressed
in Canadian Dollars)
|
|
2.
|
BASIS
OF PREPARATION
(continued)
|
Basis
of Consolidation
(continued)
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.
Recently
Adopted and Recently Issued Accounting Standards
In
January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and
Measurement of Financial Assets and Liabilities. This ASU amendment addresses aspects of recognition, measurement, presentation
and disclosure of financial instruments. It affects investments in equity securities and the presentation of certain fair value
changes for financial liabilities measured at fair value, and simplifies the impairment assessment of equity investments without
a readily determinable fair value by requiring a qualitative assessment. The ASU applies to all entities and is effective for
annual periods beginning after December 15, 2017, and interim periods thereafter, with early adoption permitted.
In
February 2016, the FASB issued ASU 842, Leases which details the scope of the leases guidance and specifies the
accounting for leases to recognize assets and liabilities for the rights and obligations created by leases that extend more than
twelve months on the balance sheet. This accounting update also requires additional disclosures surrounding the amount, timing
and uncertainty of cash flows arising from leases. Adoption is effective for annual periods beginning on December 15, 2018, and
interim periods thereafter, with early adoption permitted. It requires the Company to restate certain previously reported results,
including the recognition of additional right-of-use assets and lease obligations for operating leases.
Other
than the above, the Company has determined that other significant newly issued accounting pronouncements are either not applicable
to the Companys business or that no material effect is expected on the financial statements as a result of future adoption.
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.
RISE
GOLD CORP.
|
(An
Exploration Stage Company)
|
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
FOR
THE PERIOD ENDED APRIL 30, 2019
|
(Expressed
in Canadian Dollars)
|
|
|
April 30, 2019
|
|
|
July 31, 2018
|
|
Promotion and shareholder communication
|
|
$
|
91,667
|
|
|
$
|
429,166
|
|
Insurance
|
|
|
10,439
|
|
|
|
102,723
|
|
Other
|
|
|
14,251
|
|
|
|
500
|
|
|
|
$
|
116,357
|
|
|
$
|
532,389
|
|
|
4.
|
MINERAL
PROPERTY INTERESTS
|
The
Companys mineral properties balance consists of:
|
|
Idaho-Maryland,
California
|
|
|
|
|
|
Balance, July 31, 2017
|
|
$
|
3,789,854
|
|
Additions
|
|
|
1,657,820
|
|
Balance, July 31, 2018 and April 30, 2019
|
|
$
|
5,447,674
|
|
Title
to mineral properties
Title
to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain mineral titles
as well as the potential for problems arising from the frequently ambiguous conveying history characteristic of many mineral properties.
As at April 30, 2019, the Company holds title to the Idaho-Maryland Gold Mine Property.
As
of April 30, 2019, based on managements review of the carrying value of mineral rights, management determined that there
is no evidence that the cost of these acquired mineral rights will not be fully recovered and accordingly, the Company determined
that no adjustment to the carrying value of mineral rights was required. As 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 100% interest in and to the Idaho-Maryland
Gold Mine property located near Grass Valley, California, United States; pursuant to the option agreement, in order to exercise
the option, the Company must pay US$2,000,000 by November 30, 2016. Upon execution of the option agreement, the Company paid the
vendors a non-refundable cash deposit in the amount of $32,758 (US$25,000), which would be credited against the purchase price
of US$2,000,000 upon exercise of the option. On November 30, 2016, the Company negotiated an extension of the closing date of
the option agreement to December 26, 2016, in return for a cash payment of $32,758 (US$25,000), which would be credited against
the purchase price of US$2,000,000 upon exercise of the option. On December 28, 2016, the Company negotiated a further no-cost
extension of the closing date of the option agreement to April 30, 2017. On January 25, 2017, the Company exercised the option
by paying $2,588,625 (US$1,950,000) and acquired a 100% interest in the Idaho-Maryland Gold Mine property.
RISE
GOLD CORP.
|
(An
Exploration Stage Company)
|
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
FOR
THE PERIOD ENDED APRIL 30, 2019
|
(Expressed
in Canadian Dollars)
|
|
4.
|
MINERAL
PROPERTY INTERESTS
(continued)
|
Idaho-Maryland
Gold Mine Property, California
(continued)
In
connection with the option agreement, the Company agreed to pay a cash commission of $184,000 (US$140,000) equal to 7 per cent
of the purchase price of US$2,000,000; the commission was settled on January 25, 2017 through the issuance of 920,000 units valued
at $0.20 per unit. The Company also incurred additional transaction costs of $144,391, which have been included in the carrying
value of the Idaho-Maryland Gold Mine.
On
January 6, 2017, the Company entered into an option agreement with Sierra Pacific Industries Inc. (Sierra) to purchase
a 100% interest in and to certain surface rights totalling approximately 82 acres located near Grass Valley, California, United
States, contiguous to the Idaho-Maryland Gold Mine property acquired by the Company on January 25, 2017. Pursuant to the option
agreement, in order to exercise the option, the Company was required to pay US$1,900,000 by March 31, 2017. Upon execution of
the option agreement, the Company paid the vendors a non-refundable cash deposit in the amount of $132,732 (US$100,000), which
was credited against the purchase price of US$1,900,000 upon exercise of the option. On April 3, 2017, the Company negotiated
an extension of the closing date of the option agreement to June 30, 2017, in return for a cash payment of $268,000 (US$200,000),
at which time a payment of US$1,600,000 was due in order to exercise the option. On June 7, 2017, the Company negotiated an extension
of the closing date of the option agreement to September 30, 2017, in return for a cash payment of $406,590 (US$300,000), at which
time a payment of US$1,300,000 was due in order to exercise the option.
On
May 14, 2018, the Company completed the purchase of the surface rights totalling approximately 82 acres by making final payments
totalling $1,657,820 (US$1,300,000).
|
|
Idaho-Maryland,
California
|
|
|
|
|
|
Idaho-Maryland Gold Mine property
|
|
$
|
2,982,532
|
|
Surface rights
|
|
|
2,465,142
|
|
Balance, July 31, 2018 and April 30, 2019
|
|
$
|
5,447,674
|
|
As
at April 30, 2019, the Company has incurred cumulative property investigation costs of $55,253 and cumulative exploration expenditures
of $5,358,858 on the Idaho-Maryland Gold Mine property as follows:
|
|
Nine months ended
April 30, 2019
|
|
|
Year ended
July 31, 2018
|
|
|
|
|
|
|
|
|
Idaho-Maryland Gold Mine expenditures:
|
|
|
|
|
|
|
|
|
Opening balance
|
|
$
|
2,433,857
|
|
|
$
|
375,980
|
|
|
|
|
|
|
|
|
|
|
Consulting
|
|
|
456,821
|
|
|
|
352,988
|
|
Exploration
|
|
|
1,748,716
|
|
|
|
1,030,710
|
|
Rent
|
|
|
97,361
|
|
|
|
32,380
|
|
Supplies
|
|
|
183,190
|
|
|
|
246,656
|
|
Sampling
|
|
|
258,070
|
|
|
|
278,344
|
|
Logistics
|
|
|
180,843
|
|
|
|
116,799
|
|
Total expenditures for the period
|
|
$
|
2,925,001
|
|
|
$
|
2,057,877
|
|
|
|
|
|
|
|
|
|
|
Closing balance
|
|
$
|
5,358,858
|
|
|
$
|
2,433,857
|
|
RISE
GOLD CORP.
|
(An
Exploration Stage Company)
|
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
FOR
THE PERIOD ENDED APRIL 30, 2019
|
(Expressed
in Canadian Dollars)
|
|
5.
|
EQUIPMENT
AND EQUIPMENT LOAN
|
On
June 7, 2018, the Company purchased two diamond core drilling rigs for exploration at the Idaho-Maryland Gold Project for a total
purchase price of $624,459. The purchase is financed and will be paid in equal monthly installments of $27,396 per month over a
24-month period with an interest rate of 5% per annum. Cumulative interest expense incurred for the equipment purchase as at April
30, 2019 is $18,716.
During
the year ended July 31, 2018, the Company also purchased additional drilling equipment for a total of $89,213.
Cost
|
|
Drilling equipment
|
|
At July 31, 2017
|
|
$
|
-
|
|
Purchases
|
|
|
713,672
|
|
At July 31, 2018
|
|
$
|
713,672
|
|
Purchases
|
|
|
125,660
|
|
At April 30, 2019
|
|
$
|
839,332
|
|
|
|
|
|
|
Accumulated depreciation
|
|
|
|
|
At July 31, 2017
|
|
$
|
-
|
|
Depreciation
|
|
|
2,306
|
|
At July 31, 2018
|
|
$
|
2,306
|
|
Depreciation
|
|
|
17,071
|
|
At April 30, 2019
|
|
$
|
19,377
|
|
|
|
|
|
|
Total carrying value, July 31, 2018
|
|
$
|
711,366
|
|
Total carrying value, April 30, 2019
|
|
$
|
819,955
|
|
During
the year ended July 31, 2018, the Company recorded an equipment loan of $624,459 in connection with the two diamond core drilling
rigs purchased. The Company paid $246,562 including $18,716 of interest towards this loan as at April 30, 2019. As at April 30,
2019, the outstanding balance remaining on this loan was $371,819.
RISE
GOLD CORP.
|
(An
Exploration Stage Company)
|
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
FOR
THE PERIOD ENDED APRIL 30, 2019
|
(Expressed
in Canadian Dollars)
|
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 100% of the issued and outstanding common shares
of Wundr. Due to unforeseen circumstances, the Company did not complete the transactions contemplated in the LOI, which the Company
announced had expired on January 10, 2014.
On
September 17, 2014, the Company learned that it was the subject, along with a number of additional defendants, of a notice of
civil claim (the Claim) filed in the Supreme Court of British Columbia by Wundr, under which Wundr is seeking general
damages from the Company as well as damages for conspiracy to cause economic harm. None of the allegations contained in
the Claim have been proven in court. Management has determined that the probability of the Claim resulting in an unfavourable
outcome and financial loss to the Company is unlikely.
|
7.
|
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)
|
Salaries
of $135,000 (2018 - $135,000) to the CEO of the Company.
|
|
b)
|
Consulting
fees of $20,000 (2018 - $36,000) to the former CFO of the Company, and consulting fees
of $5,800 (2018 - $10,750) to a company in which the former CFO and a former director
held a 50% interest.
|
|
c)
|
Directors
fees of $59,604 (2018 - $73,107) to directors of the Company.
|
|
d)
|
During
the period ended April 30, 2019, the Company paid $40,000 (2018 - $Nil) in professional
fees to a company controlled by a director of the Company.
|
|
e)
|
Share-based
compensation of $167,770 (2018 - $631,150) for options granted during the period ended
April 30, 2019.
|
|
f)
|
Rent
of $Nil (2018 - $3,600) to a company in which the former CFO and a former director held
a 50% interest.
|
As
at April 30, 2019, the Company has recorded loans from related parties of $Nil (July 31, 2018 - $10,000) and $40,940 (US$30,500)
(July 31, 2018 - $39,150 (US$30,500)) representing advances made by a director and two former directors. The advances are due
on demand without interest.
As
at April 30, 2019, included in accounts payable and accrued liabilities is $46,574 (July 31, 2018 - $68,521) in accounts and advances
payable and accrued liabilities to current and former directors, officers and companies controlled by directors and officers of
the Company.
RISE
GOLD CORP.
|
(An
Exploration Stage Company)
|
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
FOR
THE PERIOD ENDED APRIL 30, 2019
|
(Expressed
in Canadian Dollars)
|
On
February 13, 2019, the Company entered into convertible debenture whereby it received $1,000,000 of principal amount (the
Debenture) from Meridian Jerritt Canyon Corp. (Meridian), a wholly-owned subsidiary of Yamana Gold Inc. (Yamana).
The Debenture has a term of six months and an annual interest rate of 12%, calculated and compounded monthly, payable in cash
or units of the Company at Yamanas option except as described below. The principal amount of the Debenture and any accrued
interest thereon is convertible into units at a conversion price of C$0.10 per unit (the Conversion Price) at any
time at the sole discretion of Meridian. In addition, the principal amount of the Debenture will automatically be converted into
units at the Conversion Price if, during the term of the Debenture, Rise Gold is able to raise proceeds of C$800,000 under the
Private Placement from investors other than Yamana in connection with the March 2019 private placement.
On
March 1, 2019, the Company completed a non-brokered private placement for a total of $1,827,472. In conjunction with the closing,
a total of 10,049,724 units have been issued to Yamana, through its wholly-owned subsidiary, Meridian, upon conversion of the
$1,000,000 principal amount and accrued interest of $4,972 of the Debenture. As at April 30, 2019, the Debenture has been fully
converted.
|
9.
|
CAPITAL
STOCK AND ADDITIONAL PAID-IN-CAPITAL
|
Issued
Capital Stock
On
August 9, 2017, the Company issued 417,184 units to a third party pursuant to a debt conversion by the third party in the amount
of $95,952, representing finders fees payable on the private placement which closed May 5, 2017.
Each
unit consists of one share of common stock and one transferable share purchase warrant exercisable into one share of common stock
at a price of $0.40 for a period of two years from the date of issuance. At the time of issuance, the units had a fair value of
$60,491 ($0.145 per unit); accordingly, the Company recognized a gain on settlement of debt of $35,461 for the nine month period
ended April 30, 2018.
On
January 29, 2018, the Company issued a total of
192,670
shares of common stock upon the exercise of finders warrants at a price of $0.10 per share for total proceeds of $19,267.
Private
Placements
On
September 26, 2017, the Company completed the first tranche of a non-brokered private placement, issuing an aggregate of 7,077,140
units at a price of $0.15 per unit for gross proceeds of $1,061,570. Each unit consisted of one share of common stock and one
non-transferable share purchase warrant exercisable into one share of common stock at a price of $0.25 for a period of two years
from the date of issuance. In connection with the private placement, the Company paid finders fees and share issuance costs
of $18,248, and issued a total of 3,600 finders warrants valued at $346 (discount rate – 1.59%, volatility –
150.97%, expected life – 2 years, dividend yield – 0%), exercisable into one share of common stock at a price of $0.25
for a period of two years from the date of issuance.
On
December 27, 2017, the Company completed the second tranche of a non-brokered private placement, issuing an aggregate of 6,417,000
units at a price of $0.15 per unit for gross proceeds of $962,550. Each unit consisted of one share of common stock and one non-transferable
share purchase warrant exercisable into one share of common stock at a price of $0.25 for a period of two years from the date
of issuance. In connection with the private placement, the Company paid finders fees and share issuance costs of $60,279,
and issued a total of 371,860 finders warrants valued at $28,997 (discount rate – 1.64%, volatility – 139.85%,
expected life – 2 years, dividend yield – 0%), exercisable into one share of common stock at a price of $0.25 for
a period of two years from the date of issuance.
RISE
GOLD CORP.
|
(An
Exploration Stage Company)
|
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
FOR
THE PERIOD ENDED APRIL 30, 2019
|
(Expressed
in Canadian Dollars)
|
|
9.
|
CAPITAL
STOCK AND ADDITIONAL PAID-IN-CAPITAL
|
Private
Placements (continued)
On
January 3, 2018, the Company completed the third and final tranche of a non-brokered private placement, issuing an aggregate of
133,333 units at a price of $0.15 per unit for gross proceeds of $20,000. Each unit consisted of one share of common stock and
one non-transferable share purchase warrant exercisable into one share of common stock at a price of $0.25 for a period of two
years from the date of issuance.
On
April 18, 2018, the Company completed a non-brokered private placement, issuing an aggregate of 35,161,000 units at a price of
$0.10 per unit for gross proceeds of $3,516,100. Each unit consisted of one share of common stock and one non-transferable share
purchase warrant exercisable into one share of common stock at a price of $0.15 for a period of three years from the date of issuance.
In connection with the private placement, the Company paid finders fees and share issuance costs of $8,000, and issued
a total of 21,000 finders warrants valued at $1,467 (discount rate – 1.88%, volatility – 123.60%, expected
life – 2 years, dividend yield – 0%), exercisable into one share of common stock at a price of $0.15 for a period
of two years from the date of issuance.
On
August 31, 2018, the Company completed a first tranche of a non-brokered private placement, issuing an aggregate of 2,881,250
units at a price of $0.08 per unit for gross proceeds of $230,500. Each unit consists of one share of common stock and one share
purchase warrant exercisable into one share of common stock at a price of $0.12 for a period of three years from the date of issuance
until August 31, 2021.
On
September 17, 2018, the Company completed a second tranche of a non-brokered private placement, issuing an aggregate of 2,003,125
units at a price of $0.08 per unit for gross proceeds of $160,250. Each unit consists of one share of common stock and one share
purchase warrant exercisable into one share of common stock at a price of $0.12 for a period of three years from the date of issuance
until September 17, 2021.
On
October 16, 2018, the Company completed a strategic initial investment in a financing of $1,750,000 by issuing 17,500,000 units
to Meridian, a wholly-owned subsidiary of Yamana.
Each unit consists of one common stock at a price of $0.10 per unit and one-half of one share purchase warrant at a price of $0.13
exercisable until October 16, 2020. As a result of the investment, the investor owned approximately 12.6% of the Companys
issued and outstanding shares on a non-diluted basis. In conjunction with the investment, the Company issued 875,000 share purchase
warrants valued at $48,686 (discount rate – 1.65%, volatility – 139.09%, expected life – 2 years, dividend yield
– 0%) as a finders fee to Southern Arc Minerals Inc. (Southern Arc), which will be exercisable into
one common stock at a price of $0.13 until October 16, 2020.
On
November 5, 2018, the Company raised $750,000 through the sale of 7,500,000 units at $0.10 per unit where each unit consists of
one share of common stock and one half of one share purchase warrant exercisable into one common stock at a price of $0.13 until
November 5, 2020. All 7,500,000 units issued in the final tranche were acquired by Southern Arc.
On
March 1, 2019, the Company completed a non-brokered private placement for a total of $1,827,472 through the sale of 18,274,724
units at a price of $0.10 per unit where each unit consists of one share of common stock and one-half of one share purchase warrant.
Each whole warrant is exercisable into one share of common stock at a price of $0.13 until March 1, 2021. In connection with the
private placement, the Company paid finders fees and share issuance costs of $101,951, and issued a total of 199,500 finders
warrants valued at $11,100 (discount rate – 1.65%, volatility – 139.09%, expected life – 2 years, dividend yield
– 0%), exercisable into one share of common stock at a price of $0.13 for a period of two years from the date of issuance.
RISE
GOLD CORP.
|
(An
Exploration Stage Company)
|
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
FOR
THE PERIOD ENDED APRIL 30, 2019
|
(Expressed
in Canadian Dollars)
|
|
9.
|
CAPITAL
STOCK AND ADDITIONAL PAID-IN-CAPITAL
(continued)
|
Private
Placements (continued)
In
conjunction with the closing, a total of 10,049,724 units have been issued to Yamana, through its wholly-owned subsidiary,
Meridian, upon conversion of a Debenture (Note 8) advanced to the Company prior to the closing of the Private Placement (the
Committed Funds). The Committed Funds were being advanced to Rise Gold prior to the closing of the Private
Placement pursuant to the terms of the secured convertible debenture. The Debenture has a term of six months and an annual
interest rate of 12%, calculated and compounded monthly, payable in cash or units at Yamanas option, except as
described below.
Following
the conversion of the Debenture, Meridian now owns a total of 27,549,724 shares and warrants to purchase an aggregate of 13,774,862
shares, representing approximately 16.77% of Rise Golds issued and outstanding shares on a non-diluted basis.
Stock
Options
On
November 30, 2018, the Company granted 2,900,000 stock options with a fair value of $173,762 to employees and directors of the
Company. The options are exercisable at $0.10 per share for a period of five years and expire on November 29, 2023.
During
the year ended July 31, 2018, the Company granted a total of 6,381,000 stock options with a fair value of $673,360 to employees,
officers, directors, and consultants of the Company, exercisable at a weighted average price of $0.12 per share for a period of
five years.
The
following incentive stock options were outstanding and exercisable at April 30, 2019:
|
Number
of Options
|
|
|
Exercise
Price
|
|
|
Expiry Date
|
|
|
|
|
|
|
|
|
|
|
1,100,000
|
|
|
$
|
0.15
|
|
|
March 22, 2021
|
|
|
586,600
|
|
|
|
0.20
|
|
|
August 8, 2021
|
|
|
2,142,542
|
|
|
|
0.24
|
|
|
December 27, 2021
|
|
|
500,000
|
|
|
|
0.27
|
|
|
April 3, 2022
|
|
|
900,000
|
|
|
|
0.28
|
|
|
April 20, 2020
|
|
|
6,381,000
|
|
|
|
0.12
|
|
|
April 19, 2023
|
|
|
2,900,000
|
|
|
|
0.10
|
|
|
November 30, 2023
|
|
|
14,510,142
|
|
|
$
|
0.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RISE
GOLD CORP.
|
(An
Exploration Stage Company)
|
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
FOR
THE PERIOD ENDED APRIL 30, 2019
|
(Expressed
in Canadian Dollars)
|
|
9.
|
CAPITAL
STOCK AND ADDITIONAL PAID-IN-CAPITAL
(continued)
|
Stock
option transactions are summarized as follows:
|
|
Number of Options
|
|
|
Weighted Average
Exercise Price
|
|
|
Aggregate
Intrinsic Value
|
|
|
|
|
|
|
|
|
|
|
|
Balance, July 31, 2017
|
|
|
5,729,142
|
|
|
$
|
0.24
|
|
|
$
|
Nil
|
|
Options granted
|
|
|
6,381,000
|
|
|
|
0.12
|
|
|
|
Nil
|
|
Options expired/forfeited
|
|
|
(500,000
|
)
|
|
|
(0.33
|
)
|
|
|
Nil
|
|
Balance outstanding and exercisable, July 31, 2018
|
|
|
11,610,142
|
|
|
|
0.17
|
|
|
|
Nil
|
|
Options granted
|
|
|
2,900,000
|
|
|
|
0.10
|
|
|
|
Nil
|
|
Balance outstanding and exercisable, April 30, 2019
|
|
|
14,510,142
|
|
|
$
|
0.15
|
|
|
$
|
Nil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
following weighted average assumptions were used for the Black-Scholes pricing model valuation of stock options issued during
the period ended April 30, 2019:
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
Risk-free interest rate
|
|
|
2.12
|
%
|
|
|
2.12
|
%
|
Expected life of warrants
|
|
|
5.0 years
|
|
|
|
5.0 years
|
|
Expected annualized volatility
|
|
|
136.38
|
%
|
|
|
136.38
|
%
|
Dividend
|
|
|
Nil
|
|
|
|
Nil
|
|
Forfeiture rate
|
|
|
0
|
%
|
|
|
0
|
%
|
Warrants
The
following warrants were outstanding at April 30, 2019:
|
Number
of Warrants
|
|
|
Exercise
Price
|
|
|
Expiry Date
|
|
|
|
|
|
|
|
|
|
|
9,863,486
|
|
|
$
|
0.40
|
|
|
May 5, 2019
|
|
|
7,080,740
|
|
|
|
0.25
|
|
|
September 25, 2019
|
|
|
6,788,860
|
|
|
|
0.25
|
|
|
December 27, 2019
|
|
|
133,333
|
|
|
|
0.25
|
|
|
January 3, 2020
|
|
|
21,000
|
|
|
|
0.15
|
|
|
April 18, 2020
|
|
|
35,161,000
|
|
|
|
0.15
|
|
|
April 18, 2021
|
|
|
2,881,250
|
|
|
|
0.12
|
|
|
August 31, 2021
|
|
|
2,003,125
|
|
|
|
0.12
|
|
|
September 17, 2021
|
|
|
9,625,000
|
|
|
|
0.13
|
|
|
October 15, 2020
|
|
|
3,750,000
|
|
|
|
0.13
|
|
|
November 5, 2020
|
|
|
9,336,862
|
|
|
|
0.13
|
|
|
March 1, 2021
|
|
|
86,644,656
|
|
|
$
|
0.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During
the period ended April 30, 2019, a total of 24,900,400 warrants with an exercise price of $0.40 expired unexercised. Subsequent
to April 30, 2019, 9,863,486 with an exercise price of $0.40 warrants expired unexercised.
RISE
GOLD CORP.
|
(An
Exploration Stage Company)
|
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
FOR
THE PERIOD ENDED APRIL 30, 2019
|
(Expressed
in Canadian Dollars)
|
|
9.
|
CAPITAL
STOCK AND ADDITIONAL PAID-IN-CAPITAL
(continued)
|
Warrant
transactions are summarized as follows:
|
|
Number of
Warrants
|
|
|
Weighted
Average
Exercise Price
|
|
|
|
|
|
|
|
|
Balance, July 31, 2017
|
|
|
36,039,372
|
|
|
$
|
0.39
|
|
Warrants issued
|
|
|
49,602,117
|
|
|
|
0.18
|
|
Warrants expired
|
|
|
(1,500,000
|
)
|
|
|
(0.23
|
)
|
Warrants exercised
|
|
|
(192,670
|
)
|
|
|
(0.10
|
)
|
|
|
|
|
|
|
|
|
|
Balance, July 31, 2018
|
|
|
83,948,819
|
|
|
|
0.27
|
|
Warrants issued
|
|
|
27,596,237
|
|
|
|
0.13
|
|
Warrants expired
|
|
|
(24,900,400
|
)
|
|
|
(0.40
|
)
|
Balance, April 30, 2019
|
|
|
86,644,656
|
|
|
$
|
0.19
|
|
|
|
|
|
|
|
|
|
|
The
following weighted average assumptions were used for the Black-Scholes pricing model valuation of finders warrants issued
during the period ended April 30, 2019:
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
Risk-free interest rate
|
|
|
1.65
|
%
|
|
|
1.65
|
%
|
Expected life of warrants
|
|
|
2.0 years
|
|
|
|
2.0 years
|
|
Expected annualized volatility
|
|
|
139.09
|
%
|
|
|
139.09
|
%
|
Dividend
|
|
|
Nil
|
|
|
|
Nil
|
|
Forfeiture rate
|
|
|
0
|
%
|
|
|
0
|
%
|
Share-Based
Payments
The
Company has a stock option plan under which it is authorized to grant options to executive officers and directors, employees and
consultants enabling them to acquire up to 10% of the issued and outstanding common stock of the Company. Under the plan the exercise
price of each option equals the market price of the Companys stock, less any applicable discount, as calculated on the
date of grant. The options can be granted for a maximum term of 5 years with vesting determined by the board of directors.
RISE
GOLD CORP.
|
(An
Exploration Stage Company)
|
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
FOR
THE PERIOD ENDED APRIL 30, 2019
|
(Expressed
in Canadian Dollars)
|
|
10.
|
SUPPLEMENTAL
DISCLOSURE WITH RESPECT TO CASH FLOWS
|
During
the nine month periods ended April 30, 2019 and 2018, the Company had the following non-cash financing and investing activities:
For
the period ended April 30, 2019:
|
a)
|
Issued
1,074,500 in finders warrants valued at $59,786 recorded as share issuance costs;
|
For
the period ended April 30, 2018:
|
b)
|
Issued
396,460 finders warrants valued at $30,810 recorded as share issuance costs;
|
|
c)
|
Issued
417,184 units, each unit comprised of one share of common stock and one share purchase warrant, valued at $60,491, pursuant to
a settlement of debt in relation to $95,952 in finders fees payable on the private placement which closed on May 5, 2017;
and
|
c) Accrued
$7,100 in share issuance costs through accounts payable and accrued liabilities.
|
11.
|
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 entitys chief operating decision maker;
and
|
|
-
|
Discrete
financial information is available
|
The
Company has determined that it operates its business in one geographical segment located in California, United States, where all
of its equipment and mineral property interests are located.
|
ITEM
2.
|
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
SPECIAL
NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS
Certain
statements in this report, including statements in the following discussion, are what are known as forward looking statements,
which are basically statements about the future. For that reason, these statements involve risk and uncertainty since no one can
accurately predict the future. Words such as plans, intends, will, hopes, seeks,
anticipates, expects and the like often identify such forward looking statements, but are not the only
indication that a statement is a forward looking statement. Such forward looking statements include statements concerning our
plans and objectives with respect to present and future operations, and statements which express or imply that such present and
future operations will or may produce revenues, income or profits. Numerous factors and future events could cause US to change
such plans and objectives or fail to successfully implement such plans or achieve such objectives, or cause such present and future
operations to fail to produce revenues, income or profits. Therefore, the following discussion should be considered in light of
the discussion of risks and other factors contained in this QUARTERLY report on Form 10-Q and in OUR other filings with the Securities
and Exchange Commission. No statements contained in the following discussion should be construed as a guarantee or assurance of
future performance or future results.
Description
of Business
The
Company is a mineral exploration company and its primary asset is a major past producing high grade property near Grass Valley,
California, United States, which it owns outright. The Company has held several other potential mineral properties in British
Columbia, Canada, which were recently written off based on the strength of the Grass Valley asset.
The
Companys common stock is currently traded on the OTC Markets under the symbol RYES, and is listed on the
Canadian Securities Exchange (the CSE) under the symbol RISE. The Company ceased to be
an OTC reporting issuer in Canada on February 2, 2016.
On
May 18, 2015, the Company entered into an option agreement (the Option Agreement) with Eastfield Resources Ltd.,
a British Columbia company with its common shares listed for trading on the TSX Venture Exchange under the symbol ETF
(Eastfield), pursuant to which Eastfield granted the Company the exclusive and irrevocable option to acquire up
to a 75% undivided interest in and to certain mineral claims known as the Indata property located in the Omineca Mining Division
in British Columbia, Canada (the Indata Property), by paying Eastfield an aggregate of $450,000 in cash, incurring
a minimum of $2,500,000 in aggregate exploration expenditures on the Indata Property, and completing a feasibility study on the
property. On May 5, 2017, the Company terminated the Option Agreement and wrote off $50,000 in acquisition costs relating to Indata
during the year ended July 31, 2017.
Prior
to entering into the Option Agreement, the Company was an exploration stage company engaged in exploring and evaluating potential
strategic transactions in multiple industries, including but not limited to mineral properties and technology.
On
May 31, 2016, the Company entered into a property purchase agreement (the Purchase Agreement) with Klondike Gold
Corp.,
a British Columbia company with its common shares listed for trading on the TSX Venture Exchange
under the symbol KG
(Klondike), regarding the purchase of a portfolio of seven gold and base
metal properties in southeast British Columbia
consisting of 150 mining claims with a total area of
28,000 hectares (collectively, the Klondike Properties)
. Under the Purchase Agreement, on July 13, 2016 (the
First Closing), the Company paid Klondike $50,000 in cash, issued 1,500,000 shares of the Companys common
stock, and issued 1,500,000 warrants exercisable at a price of $0.227 per share until July 13, 2018. On the one year anniversary
of the First Closing, the Company was required to pay Klondike $150,000 in cash, issue 2,000,000 shares of the
Companys
common stock, and issue 1,000,000 warrants. Klondike would have retained a 2% net smelter return royalty (NSR) and
the Company would have had the right to purchase 50% of the NSR for $1,000,000 at any time after the First Closing. Each of the
warrants would have been exercisable for a period of two years into one share of the Companys common stock at a price that
is a 20% premium to the 10-day volume-weighted average price of the stock on the CSE immediately prior to the date of issuance.
On July 17, 2017, the Company terminated the Purchase Agreement by making a one-time payment of $100,000 in cash to Klondike;
accordingly, the Company wrote off $513,031 in acquisition costs relating to the Klondike Properties during the year ended July
31, 2017.
On
August 30, 2016, the Company entered into an option agreement with three parties to purchase a 100% interest in and to the Idaho-Maryland
Gold Mine property (the I-M Mine Property) located near Grass Valley, California, United States; pursuant to the
option agreement, in order to exercise the option, the Company agreed to pay US$2,000,000 by November 30, 2016. Upon execution
of the option agreement, the Company paid the vendors a non-refundable cash deposit in the amount of $32,758 (US$25,000), which
was to be credited against the purchase price of US$2,000,000 upon exercise of the option. On November 30, 2016, the Company negotiated
an extension of the closing date of the option agreement to December 26, 2016, in return for a cash payment of $32,758 (US$25,000),
which also was to be credited against the purchase price of US$2,000,000 upon exercise of the option. On December 28, 2016, the
Company negotiated a further no-cost extension of the closing date of the option agreement to January 31, 2017. On January 25,
2017, the Company exercised the option by paying $2,588,625 (US$1,950,000), and acquired a 100% interest in the Idaho-Maryland
Gold Mine property. In connection with the option agreement, the Company agreed to pay a cash commission of $184,000 (US$140,000)
equal to 7 per cent of the purchase price of US$2,000,000; the commission was settled on January 25, 2017 through the issuance
of 920,000 units valued at $0.20 per unit, each unit consisting of one share of common stock and one transferable share purchase
warrant exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance.
The
Company has completed and announced the results of an exploration program on the I-M Mine Property, following a plan outlined
in a National Instrument 43-101 report filed on June 1, 2017. This report was created through processing historic data on the
I-M Mine Property obtained from the vendors.
On
December 23, 2016, the Company completed a non-brokered private placement, issuing an aggregate of 21,044,500 units at a price
of $0.20 per unit for gross proceeds of $4,208,900. Each unit consisted of one share of common stock and one transferable share
purchase warrant exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance.
In connection with the private placement, the Company paid finders fees of $218,410 and issued a total of 1,104,300 finders
warrants exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance.
On
January 6, 2017, the Company entered into an option agreement with Sierra Pacific Industries Inc. (Sierra Pacific)
to purchase a 100% interest in and to certain surface rights totalling approximately 82 acres located near Grass Valley, California,
United States, contiguous to the Idaho-Maryland Gold Mine property acquired by the Company on January 25, 2017. Pursuant to the
option agreement, in order to exercise the option, the Company was to have paid US$1,900,000 by March 31, 2017. Upon execution
of the option agreement, the Company paid the vendors a non-refundable cash deposit in the amount of $132,732 (US$100,000), which
was credited against the purchase price of US$1,900,000 upon exercise of the option. On April 3, 2017, in return for a cash payment
of $268,000 (US$200,000), the Company negotiated an extension of the closing date of the option agreement to June 30, 2017, at
which time a payment of US$1,600,000 was to be due in order to exercise the option. On June 7, 2017, the Company negotiated a
second extension of the closing date of the option agreement to September 30, 2017 in return for a cash payment of $406,590 (US$300,000),
which was credited against the remaining purchase price of US$1,600,000 upon exercise of the option. On September 1, 2017, the
Company negotiated a third extension of the closing date of the option agreement to June 30, 2018 in return for cash payments
as follows: US$300,000 by September 30, 2017 (paid), US$300,000 by December 30, 2017 (paid), US$300,000 by March 30, 2018 (paid),
and a final payment of US$400,000 by June 30, 2018. At the date of this MD&A, all payments have been made resulting in the
Company fully exercising its option and purchase of the property from Sierra Pacific effective as of May 15, 2018.
On
January 24, 2017, the Company completed a non-brokered private placement, issuing an aggregate of 1,340,000 units at a price of
$0.20 per unit for gross proceeds of $268,000. Each unit consisted of one share of common stock
and
one transferable share purchase warrant exercisable into one share of common stock at a price of $0.40 for a period of two years
from the date of issuance. In connection with the private placement, the Company paid finders fees of $5,220 and issued
a total of 26,100 finders warrants exercisable into one share of common stock at a price of $0.40 for a period of two years
from the date of issuance.
On
February 6, 2017, the Company completed a non-brokered private placement, issuing an aggregate of 455,000 units at a price of
$0.25 per unit for gross proceeds of $113,750. Each unit consisted of one share of common stock and one transferable share purchase
warrant exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance. In
connection with the private placement, the Company paid finders fees of $2,625 and issued a total of 10,500 finders
warrants exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance.
On
May 5, 2017, the Company completed a non-brokered private placement, issuing an aggregate of 9,009,814 units at a price of $0.23
per unit for gross proceeds of $2,072,257. Each unit consists of one share of common stock and one transferable share purchase
warrant exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance. In
connection with the private placement, the Company paid finders fees of $100,392 and issued a total of 436,488 finders
warrants exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance.
On
September 26, 2017, the Company completed the first tranche of a non-brokered private placement, issuing an aggregate of 7,077,140
units at a price of $0.15 per unit for gross proceeds of $1,061,570. Each unit consisted of one share of common stock and one
non-transferable share purchase warrant exercisable into one share of common stock at a price of $0.25 for a period of two years
from the date of issuance. In connection with the private placement, the Company paid finders fees and share issuance costs
of $18,248, and issued a total of 3,600 finders warrants valued at $346 (discount rate – 1.59%, volatility –
150.97%, expected life – 2 years, dividend yield – 0%), exercisable into one share of common stock at a price of $0.25
for a period of two years from the date of issuance.
On
December 27, 2017, the Company completed the second tranche of a non-brokered private placement, issuing an aggregate of 6,417,000
units at a price of $0.15 per unit for gross proceeds of $962,550. Each unit consisted of one share of common stock and one non-transferable
share purchase warrant exercisable into one share of common stock at a price of $0.25 for a period of two years from the date
of issuance. In connection with the private placement, the Company paid finders fees and share issuance costs of $60,279,
and issued a total of 371,860 finders warrants valued at $28,997 (discount rate – 1.64%, volatility – 139.85%,
expected life – 2 years, dividend yield – 0%), exercisable into one share of common stock at a price of $0.25 for
a period of two years from the date of issuance.
On
January 3, 2018, the Company completed the third and final tranche of a non-brokered private placement, issuing an aggregate of
133,333 units at a price of $0.15 per unit for gross proceeds of $20,000. Each unit consisted of one share of common stock and
one non-transferable share purchase warrant exercisable into one share of common stock at a price of $0.25 for a period of two
years from the date of issuance.
On
April 18, 2018, the Company completed a non-brokered private placement, issuing an aggregate of 35,161,000 units at a price of
$0.10 per unit for gross proceeds of $3,516,100. Each unit consisted of one share of common stock and one non-transferable share
purchase warrant exercisable into one share of common stock at a price of $0.15 for a period of three years from the date of issuance.
In connection with the private placement, the Company paid finders fees and share issuance costs of $8,000, and issued a
total of 21,000 finders warrants valued at $1,467 (discount rate – 1.88%, volatility – 123.60%, expected life
– 2 years, dividend yield – 0%), exercisable into one share of common stock at a price of $0.15 for a period of two
years from the date of issuance.
On
August 31, 2018, the Company completed a first tranche of a non-brokered private placement, issuing an aggregate of 2,881,250
units at a price of $0.08 per unit for gross proceeds of $230,500. Each unit consists of one share of common stock and one share
purchase warrant exercisable into one share of common stock at a price of $0.12 for a period of three years from the date of issuance
until August 31, 2021.
On
September 17, 2018, the Company completed a second tranche of a non-brokered private placement, issuing an aggregate of 2,003,125
units at a price of $0.08 per unit for gross proceeds of $160,250. Each unit consists of one share of common stock and one share
purchase warrant exercisable into one share of common stock at a price of $0.12 for a period of three years from the date of issuance
until September 17, 2021.
On
October 16, 2018, the Company completed a strategic initial investment in a financing of $1,750,000 by issuing 17,500,000 units
to Meridian, a wholly-owned subsidiary of Yamana. Each unit consists of one common stock at a price of $0.10 per unit and one-half
of one share purchase warrant at a price of $0.13 exercisable until October 16, 2020. As a result of the investment, the investor
owned approximately 12.6% of the Companys issued and outstanding shares on a non-diluted basis. In conjunction with the
investment, the Company issued 875,000 share purchase warrants valued at $48,686 (discount rate – 1.65%, volatility –
139.09%, expected life – 2 years, dividend yield – 0%) as a finders fee to Southern Arc Minerals Inc. (Southern
Arc), which will be exercisable into one common stock at a price of $0.13 until October 16, 2020.
On
November 5, 2018, the Company raised $750,000 through the sale of 7,500,000 units at $0.10 per unit where each unit consists of
one share of common stock and one half of one share purchase warrant exercisable into one common stock at a price of $0.13 until
November 5, 2020. All 7,500,000 units issued in the final tranche were acquired by Southern Arc.
On
February 13, 2019, the Company entered into convertible debenture whereby it received $1,000,000 of principal amount (the Debenture)
from Meridian, a wholly-owned subsidiary of Yamana. The Debenture has a term of six months and an annual interest rate of 12%,
calculated and compounded monthly, payable in cash or units of the Company at Yamanas option except as described below.
The principal amount of the Debenture and any accrued interest thereon is convertible into units at a conversion price of C$0.10
per unit (the Conversion Price) at any time at the sole discretion of Meridian. In addition, the principal amount
of the Debenture will automatically be converted into units at the Conversion Price if, during the term of the Debenture, Rise
Gold is able to raise proceeds of C$800,000 under the Private Placement from investors other than Yamana in connection with the
March 2019 private placement.
On
March 1, 2019, the Company completed a non-brokered private placement for a total of $1,827,472 through the sale of 18,274,724
units at a price of $0.10 per unit where each unit consists of one share of common stock and one-half of one share purchase warrant.
Each whole warrant is exercisable into one share of common stock at a price of $0.13 until March 1, 2021. In conjunction with
the closing, a total of 10,049,724 units have been issued to Yamana, through its wholly-owned subsidiary, Meridian, upon conversion
of the $1,000,000 principal amount and accrued interest of $4,972 of the Debenture. As at April 30, 2019, the Debenture has been
fully converted. In connection with the private placement, the Company paid finders fees and share issuance costs of $101,951,
and issued a total of 199,500 finders warrants valued at $11,100 (discount rate – 1.65%, volatility – 139.09%,
expected life – 2 years, dividend yield – 0%), exercisable into one share of common stock at a price of $0.13 for
a period of two years from the date of issuance.
Plan
of Operations
As
at April 30, 2019, the Company had a cash balance of $271,357, compared to a cash balance of $69,616 as of July 31, 2018.
Our
plan of operations for the next 12 months is to continue our current diamond drilling exploration activities at the I-M Mine Property.
Rise
has initiated but not yet completed an exploration drilling program on the I-M Mine Property to date. Up to April 30, 2019, Rise
has completed seventeen drill holes, B-17-01, B-18-02 thru B-18-07, Z-18-08 & Z-18-09, I-18-10-I-18-12, I-19-13, I-1913A,
I-19-12A, I-19-12B, & I-19-14. Drill hole I-19-14A was commenced on April 30
th
2019.Total drilling completed to
April 30, 2019 by Rise Gold is ~19,196 meters. Assay results for drill holes through I-19-13A have been released as at April 30,
2019.
Exploration
drilling at the Brunswick portion of the Idaho-Maryland Gold project has been successful with numerous gold-bearing veins intersected
and previously released in 2018 on January 3rd, June 28th, July 23rd, August 7
th
and December 13
th
and in
2019 on March 19, 2019 A summary of drill highlights for the program released through April 30
th
2019 is presented
in the table.
Drill Intercept Highlights Released to April 30th 2019
|
Hole
|
|
From
(m)
|
|
To (m)
|
|
Gold
(gpt)
|
|
Intercept
Length
(m)
|
|
Estimated
True
Width (m)
|
|
Vein
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B-17-01
|
|
638.89
|
|
653.80
|
|
12.2
|
|
14.90
|
|
7.8
|
|
B1
|
Including
|
|
643.74
|
|
646.48
|
|
62.7
|
|
2.74
|
|
|
|
B1
Center
|
Including
|
|
644.96
|
|
645.57
|
|
266.0
|
|
0.61
|
|
|
|
|
B-17-01
|
|
1111.61
|
|
1126.85
|
|
4.5
|
|
15.24
|
|
?
|
|
?
|
Including
|
|
1112.06
|
|
1113.59
|
|
40.6
|
|
1.52
|
|
|
|
|
B-18-02
|
|
578.42
|
|
582.78
|
|
7.9
|
|
4.36
|
|
1.0
- 3.4
|
|
B116
or B1
|
B-18-03
|
|
516.64
|
|
518.62
|
|
6.0
|
|
1.98
|
|
1.7
|
|
B1
East
|
B-18-04
|
|
516.94
|
|
520.96
|
|
8.0
|
|
4.02
|
|
3.0
|
|
B32
|
Including
|
|
516.94
|
|
518.01
|
|
23.0
|
|
1.07
|
|
|
|
|
B-18-04
|
|
625.27
|
|
628.04
|
|
4.0
|
|
2.77
|
|
2.1
|
|
B10
HW
|
B-18-04
|
|
637.03
|
|
640.08
|
|
4.4
|
|
3.05
|
|
2.3
|
|
B10
FW
|
B-18-04
|
|
711.92
|
|
715.21
|
|
5.1
|
|
3.29
|
|
1.8
|
|
B18
|
B-18-05
|
|
667.88
|
|
671.38
|
|
5.9
|
|
3.51
|
|
2.0
|
|
B10
HW
|
Including
|
|
670.32
|
|
671.38
|
|
13.0
|
|
1.07
|
|
|
|
|
B-18-05
|
|
682.90
|
|
690.37
|
|
2.4
|
|
7.47
|
|
4.1
|
|
B10
FW
|
B-18-05
|
|
748.28
|
|
763.58
|
|
2.6
|
|
15.30
|
|
11.0
|
|
B41
|
B-18-05
|
|
899.59
|
|
905.53
|
|
2.5
|
|
5.94
|
|
3.4
|
|
B39
|
B-18-05
|
|
978.10
|
|
983.28
|
|
22.4
|
|
5.18
|
|
2.6
|
|
B40
|
Including
|
|
978.10
|
|
979.32
|
|
93.2
|
|
1.22
|
|
|
|
|
B-18-05
|
|
1590.14
|
|
1594.56
|
|
23.7
|
|
4.42
|
|
3.2
|
|
IB30
|
Including
|
|
1593.59
|
|
1594.01
|
|
230.0
|
|
0.43
|
|
|
|
|
B-18-05
|
|
1887.47
|
|
1890.43
|
|
10.9
|
|
2.96
|
|
2.0
|
|
IB50
|
Including
|
|
1889.36
|
|
1889.85
|
|
61.0
|
|
0.49
|
|
|
|
|
B-18-06
|
|
682.75
|
|
688.54
|
|
2.6
|
|
5.79
|
|
4.1
|
|
B10
|
B-18-06
|
|
766.54
|
|
775.50
|
|
4.9
|
|
8.96
|
|
8.2
|
|
B41
|
B-18-07
|
|
733.35
|
|
736.40
|
|
3.0
|
|
3.05
|
|
2.4
|
|
B6
|
B-18-07
|
|
746.49
|
|
750.14
|
|
4.0
|
|
3.66
|
|
2.8
|
|
B10
HW
|
B-18-07
|
|
756.97
|
|
760.78
|
|
1.9
|
|
3.81
|
|
5.4
|
|
B10
FW
|
Z-18-08
|
|
No Significant Intercepts
|
Z-18-09
|
|
309.68
|
|
316.38
|
|
3.3
|
|
6.71
|
|
?
|
|
Zebra
|
I-18-10
|
|
171.08
|
|
174.60
|
|
4.7
|
|
3.52
|
|
?
|
|
Zebra
|
I-18-10
|
|
958.02
|
|
965.61
|
|
1.8
|
|
7.59
|
|
?
|
|
52
HW
|
I-18-10
|
|
965.61
|
|
972.01
|
|
3.2
|
|
6.40
|
|
?
|
|
52
|
I-18-10
|
|
977.98
|
|
978.44
|
|
97.3
|
|
0.46
|
|
?
|
|
52
FW
|
I-18-10
|
|
987.77
|
|
994.58
|
|
149.3
|
|
6.81
|
|
?
|
|
52
FW
|
Including
|
|
993.42
|
|
993.88
|
|
2190.0
|
|
0.46
|
|
|
|
|
I-18-11
|
|
259.16
|
|
262.04
|
|
8.5
|
|
2.88
|
|
?
|
|
?
|
Including
|
|
261.14
|
|
262.04
|
|
18.8
|
|
0.90
|
|
|
|
|
I-18-11
|
|
975.50
|
|
976.70
|
|
19.2
|
|
1.20
|
|
?
|
|
52
|
I-18-11
|
|
992.25
|
|
993.88
|
|
15.4
|
|
1.63
|
|
?
|
|
52
|
Including
|
|
992.70
|
|
993.22
|
|
35.6
|
|
0.52
|
|
|
|
|
I-18-11
|
|
1046.17
|
|
1052.58
|
|
3.9
|
|
6.42
|
|
?
|
|
52
|
I-18-11
|
|
1142.33
|
|
1144.08
|
|
5.4
|
|
1.75
|
|
?
|
|
52
|
I-18-11
|
|
1381.86
|
|
1384.33
|
|
3.6
|
|
2.47
|
|
?
|
|
I1
|
I-18-12
|
|
950.50
|
|
960.49
|
|
2.6
|
|
9.98
|
|
?
|
|
|
I-19-13
|
|
1007.97
|
|
1013.09
|
|
5.5
|
|
5.12
|
|
?
|
|
I1
|
I-19-13A
|
|
1005.31
|
|
1009.57
|
|
90.4
|
|
4.27
|
|
?
|
|
I1
|
Including
|
|
1008.77
|
|
1009.57
|
|
458.0
|
|
0.81
|
|
|
|
|
Rise
Gold has implemented a quality control program for our drill program to ensure best practices in the sampling and analysis of
the drill core. This includes the insertion of blind blanks, duplicates and certified standards. HQ and NQ sized drill core is
saw cut with half of the drill core sampled at intervals based on geological criteria including lithology, visual mineralization,
and alteration. The remaining half of the core is stored on-site at our warehouse in Grass Valley, California. Drill core samples
are transported in sealed bags to ALS Minerals analytical assay lab in Reno, Nevada.
All
gold assays were obtained using a method of screen fire assaying. The historic I-M Mine project is known to contain coarse
gold, for which a screen fire assay is the best way to obtain a definitive result. This procedure involves screening a large pulverized
sample of up to 1 kg at 100 microns. The entire oversize (including the disposable screen) is fire assayed as this contains the
coarse gold and a duplicate determination is made on the minus 100 micron fraction. A calculation
can then be made to determine the total weight of gold in the sample. Any +100 micron material remaining on the screen is retained
and analyzed in its entirety by fire assay with gravimetric finish and reported as the Au (+) fraction result. The –100
micron fraction is homogenized and two sub-samples of 50 grams are analyzed by fire assay with AAS finish. If the grade of the
material exceeds 10 gpt the sample is re-assayed using a gravimetric finish. The average of the two results is taken and reported
as the Au (-) fraction result. All three values are used in calculating the combined gold content of the plus and minus fractions.
We
have not attained profitable operations and are dependent upon obtaining financing to pursue our proposed exploration activities.
For these reasons, our auditors believe that there is substantial doubt that we will be able to continue as a going concern.
Results
of Operations
For
the Periods Ended April 30, 2019 and 2018
The
Companys operating results for the periods ended April 30, 2019 and 2018 are summarized as follows:
FOR THE NINE MONTHS ENDED APRIL 30,
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
Consulting
|
|
$
|
57,100
|
|
|
$
|
57,500
|
|
Depreciation (Note 5)
|
|
|
17,071
|
|
|
|
-
|
|
Directors fees
|
|
|
59,604
|
|
|
|
73,107
|
|
Filing and regulatory
|
|
|
37,897
|
|
|
|
71,780
|
|
Foreign exchange (gain) loss
|
|
|
41,691
|
|
|
|
(15,308
|
)
|
Gain on settlement of debt
|
|
|
-
|
|
|
|
(37,068
|
)
|
General and administrative
|
|
|
314,564
|
|
|
|
139,085
|
|
Geological, mineral, and prospect costs (Note 4)
|
|
|
2,925,001
|
|
|
|
1,150,292
|
|
Interest
|
|
|
23,688
|
|
|
|
-
|
|
Professional fees
|
|
|
391,863
|
|
|
|
352,028
|
|
Promotion and shareholder communication
|
|
|
472,704
|
|
|
|
323,809
|
|
Share-based compensation
|
|
|
173,762
|
|
|
|
673,360
|
|
Salaries
|
|
|
109,286
|
|
|
|
147,542
|
|
Net loss and comprehensive loss for the period
|
|
$
|
4,624,231
|
|
|
$
|
2,936,127
|
|
The
Companys operating expenses increased during the period ended April 30, 2019 compared to the prior period primarily as
a result of increased exploration activities.
Liquidity
and Capital Resources
Working
Capital
|
|
At April 30, 2019
|
|
|
At July 31, 2018
|
|
|
At July 31, 2017
|
|
Current Assets
|
|
$
|
397,995
|
|
|
$
|
619,064
|
|
|
$
|
520,300
|
|
Current Liabilities
|
|
$
|
953,480
|
|
|
$
|
875,918
|
|
|
$
|
334,871
|
|
Working Capital
|
|
$
|
(555,485
|
)
|
|
$
|
(256,854
|
)
|
|
$
|
185,429
|
|
Cash
Flows
|
|
For the nine month
period ended April
30, 2019
|
|
|
For the nine month
period ended April
30, 2018
|
|
Net Cash used in Operating Activities
|
|
$
|
(4,046,053
|
)
|
|
$
|
(2,653,796
|
)
|
Net Cash used in Investing Activities
|
|
$
|
(125,660
|
)
|
|
$
|
(1,138,443
|
)
|
Net Cash provided by Financing Activities
|
|
$
|
4,373,454
|
|
|
$
|
5,190,320
|
|
Net Increase in Cash During the Period
|
|
$
|
201,741
|
|
|
$
|
1,398,081
|
|
As of April 30, 2019, the Company had $271,357 in cash, $397,995 in current assets, $6,727,514 in total
assets, $953,480 in current liabilities and total liabilities, a working capital deficiency of $555,485 and an accumulated deficit
of $15,246,018.
During the nine month period ended April 30, 2019, the Company used $4,046,053 (2018 - $2,653,796) in
net cash on operating activities. The difference in net cash used in operating activities during the two periods was largely due
to the increase in the Companys net loss for the most recent period.
During
the nine month period ended April 30, 2019, the Company used net cash of $125,660 (2018 - $1,138,443) in investing activities
on an acquisition of equipment.
The Company received net cash of $4,373,454 (2018 - $5,190,320) from financing activities during the nine
month period ended April 30, 2019. During the period ended April 30, 2019, the Company also repaid $10,000 in loans previously
received from a related party.
The
Company expects to operate at a loss for at least the next 12 months. It has no agreements for additional financing and cannot
provide any assurance that additional funding will be available to finance its operations on acceptable terms in order to enable
it to carry out its business plan. There are no assurances that the Company will be able to complete further sales of its common
stock or any other form of additional financing. If the Company is unable to achieve the financing necessary to continue its plan
of operations, then it will not be able to carry out any exploration work on the Idaho-Maryland Property or the other properties
in which it owns an interest and its business may fail.
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.