NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED JULY 31, 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
April 9, 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.
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 consolidated financial statements have been prepared on the going concern basis, which presumes that
the Company will continue operations for the foreseeable future and will be able to realize its assets and discharge its liabilities
in the normal course of business. The Company has incurred a loss of $5,772,539 for the year ended July 31, 2019 and has accumulated
a deficit of $16,394,326. 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.
There is no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be
on terms advantageous to the Company. However, management believes that the Company has sufficient working capital to meet its
projected minimum financial obligations for the next fiscal year. 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
July 31, 2019, the Company had working capital deficiency of $666,054 (2018 - $256,854).
Generally
accepted accounting principles
These
consolidated financial statements have been prepared in conformity with generally accepted accounting principles of the United
States of America (US GAAP) for financial information with the instructions to Form 10-K and Regulation S-K.
These
consolidated 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.
Certain
of the prior year comparative figures have been reclassified to conform to the presentation adopted in the current year.
RISE
GOLD CORP.
(An
Exploration Stage Company)
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED JULY 31, 2019
(Expressed
in Canadian Dollars)
|
2.
|
BASIS
OF PREPARATION (contd…)
|
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. Actual results could differ from those
estimates. Significant areas requiring the use of estimates include the carrying value and recoverability of mineral properties
and the recognition of deferred tax assets based on the change in unrecognized deductible temporary tax differences. Actual results
could differ from those estimates, and would impact future results of operations and cash flows.
|
3.
|
SIGNIFICANT
ACCOUNTING POLICIES
|
Receivables
The
Company reviews all receivables that exceed terms and establishes an allowance for doubtful accounts based on managements assessment
of the collectability of trade and other receivables.
Mineral
property
The
costs of acquiring mineral rights are capitalized at the date of acquisition. After acquisition, various factors can affect the
recoverability of the capitalized costs. If, after review, management concludes that the carrying amount of a mineral property
is impaired, it will be written down to estimated fair value. Exploration costs incurred on mineral properties are expensed as
incurred. Development costs incurred on proven and probable reserves will be capitalized. Upon commencement of production, capitalized
costs will be amortized using the unit-of-production method over the estimated life of the ore body based on proven and probable
reserves (which exclude non-recoverable reserves and anticipated processing losses). When the Company receives an option payment
related to a property, the proceeds of the payment are applied to reduce the carrying value of the exploration asset.
Long-lived
assets
Long-lived
assets, consisting of equipment held and used by the Company are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived
assets, the recoverability test is performed using undiscounted net cash flows related to the long-lived assets. If such assets
are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets
exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value
less costs to sell.
Equipment
Equipment
is recorded at the lower of cost less accumulated depreciation. Depreciation is provided over the assets useful lives on
a straight-line basis. Equipment purchased by the Company is depreciated over 15 years.
RISE
GOLD CORP.
(An
Exploration Stage Company)
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED JULY 31, 2019
(Expressed
in Canadian Dollars)
|
3.
|
SIGNIFICANT
ACCOUNTING POLICIES (contd…)
|
Asset
retirement obligations
The
Company records the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation
associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development, and/or
normal use of the long-lived assets. The Company also records a corresponding asset which is amortized over the life of the asset.
Subsequent to the initial measurement of the asset retirement obligation, the obligation is adjusted at the end of each period
to reflect the passage of time (accretion expense) and changes in the estimated future cash flows underlying the obligation (asset
retirement cost).
Loss
per share
Basic
loss per common share is computed using the weighted average number of common shares outstanding during the year. To calculate
diluted loss per share, the Company adjusts net income (loss) attributable to common shareholders and the weighted average number
of common shares outstanding for the effects of all dilutive potential common shares such as stock options and warrants. As at
July 31, 2019, 14,510,142 outstanding options and 81,965,236 outstanding warrants were excluded from the diluted calculation.
Financial
instruments
The
Companys financial instruments consist of cash, receivables, accounts payable and accrued liabilities, and payable to related
parties and equipment loan. It is managements opinion that the Company is not exposed to significant interest, currency
or credit risks arising from its financial instruments. The fair values of these financial instruments approximate their carrying
values unless otherwise noted.
Fair
value of financial assets and liabilities
The
Company measures the fair value of financial assets and liabilities based on US GAAP guidance which defines fair value, establishes
a framework for measuring fair value, and expands disclosures about fair value measurements.
The
Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables
or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value
on their initial recognition, except for those arising from certain related party transactions which are accounted for at the
transferors carrying amount or exchange amount.
Financial
assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income.
Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified
as held-for-trading are measured at amortized cost, using the effective interest rate method of amortization. Financial assets
classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive
income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in income.
The
following indicates the fair value hierarchy of the valuation techniques the Company utilizes to determine the fair value of financial
assets that are measured at fair value on a recurring basis.
Level
1 – Unadjusted quoted prices in active markets for identical assets and liabilities;
Level
2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
Level
3 – Inputs that are not based on observable market data.
RISE
GOLD CORP.
(An
Exploration Stage Company)
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED JULY 31, 2019
(Expressed
in Canadian Dollars)
|
3.
|
SIGNIFICANT
ACCOUNTING POLICIES (contd…)
|
Cash
is considered level 1 and classified as cash on hand and held at banks.
Financial
instruments, including payable to related parties, accounts payable and accrued liabilities and equipment loan are classified
as other financial liabilities and are carried at cost, which management believes approximates fair value due to the short term
nature of these instruments.
Concentration
of credit risk
The
financial instrument which potentially subjects the Company to concentration of credit risk is cash. The Company maintains cash
in bank accounts that, at times, may exceed federally insured limits. As of July 31, 2019 and 2018, the Company has not exceeded
the federally insured limit. The Company has not experienced any losses in such accounts and believes it is not exposed to any
significant risks on its cash in bank accounts.
Stock-based
compensation
The
Company accounts for share-based compensation under the provisions of ASC 718, Compensation-Stock Compensation.
Under the fair value recognition provisions, stock-based compensation expense is measured at the fair value of the consideration
received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measured. Share-based
compensation for all stock-based awards to employees and directors is recognized as an expense over the requisite service period,
which is generally the vesting period. The Black-Scholes option valuation model is used to calculate fair value.
The
Company accounts for stock compensation arrangements with non-employees in accordance with ASC 718 which requires that such equity
instruments are recorded at the value of the goods and services received on the measurement date. The measurement of stock-based
compensation is subject to periodic adjustment as the underlying equity instruments vest. Non-employee stock-based compensation
charges are amortized over the vesting period on a straight-line basis. For stock options granted to employees, directors, and
non-employees, the fair value of the stock options is estimated using a Black-Scholes valuation model.
Income
taxes
The
Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Current income taxes are recognized for the estimated income taxes payable or
receivable on taxable income or loss from the current year and any adjustment to income taxes payable related to previous years.
Current income taxes are determined using tax rates and tax laws that have been enacted or subsequently enacted by the year-end
date.
Deferred
tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. Under the asset and liability method the effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation
allowance is recognized if it is more likely than not that some portion or all of the deferred tax asset will not be recognized.
Foreign
exchange
The
functional currency of the Company and its subsidiary is the Canadian dollar. Any monetary assets and liabilities that are in
a currency other than the Canadian dollar are translated at the rate prevailing at year end. Revenue and expenses in a foreign
currency are translated at rates that approximate those in effect at the time of translation. Gains and losses from translation
of foreign currency transactions into Canadian dollars are included in current results of operations.
RISE
GOLD CORP.
(An
Exploration Stage Company)
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED JULY 31, 2019
(Expressed
in Canadian Dollars)
|
3.
|
SIGNIFICANT
ACCOUNTING POLICIES (contd…)
|
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. The Companys
adoption of this standard did not have an impact on its consolidated financials statements.
On
February 25, 2016, the FASB issued ASU No. 2016-02, Leases. This ASU applies to public companies beginning January
1, 2019 and affects the requirement that lessees account for all leases – both operating and finance – on the balance
sheet while recognizing both an asset for the right to use the leased asset and an obligation to make lease payments over the
lease term. The Company is currently evaluating the impact of the adoption of this standard.
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.
|
|
July 31, 2019
|
|
|
July 31, 2018
|
|
Promotion and shareholder communication
|
|
$
|
52,407
|
|
|
$
|
429,166
|
|
Rent
|
|
|
8,799
|
|
|
|
-
|
|
Insurance
|
|
|
44,384
|
|
|
|
102,723
|
|
Deposits
|
|
|
143,771
|
|
|
|
-
|
|
Other
|
|
|
500
|
|
|
|
500
|
|
|
|
$
|
249,861
|
|
|
$
|
532,389
|
|
Included
in deposits disclosed above are $81,881 paid to California Department of Toxic Substance Control as part of a voluntarily clean
up agreement required to obtain a mining permit. The remaining $61,890 relates to security deposits for Corporate credit card.
RISE
GOLD CORP.
(An
Exploration Stage Company)
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED JULY 31, 2019
(Expressed
in Canadian Dollars)
|
5.
|
MINERAL
PROPERTY INTERESTS
|
The
Companys mineral properties balance consists of:
|
|
Idaho-Maryland, California
|
|
Beginning balance, July 31, 2017
|
|
|
3,789,854
|
|
Additions
|
|
|
1,657,820
|
|
Ending balance, July 31, 2018 and 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 July 31, 2019, the Company holds title to the Idaho-Maryland Gold Mine Property.
As
of July 31, 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 will 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 will 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. 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 (Note 10). The Company also incurred additional transaction costs of $144,391, which have been included in the carrying value
of the Idaho-Maryland Gold Mine.
RISE
GOLD CORP.
(An
Exploration Stage Company)
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED JULY 31, 2019
(Expressed
in Canadian Dollars)
|
5.
|
MINERAL
PROPERTY INTERESTS (contd…)
|
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 must 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 will be 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 is 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 is 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).
On
June 13, 2019, the Company received $199,860 (US$150,000) from a third party as a prepayment to use the Companys property
for a period of six months. As at July 31, 2019, $66,620 of this amount has been recognized as other income with the balance of
$133,240 remaining as an advance.
As
at July 31, 2019, the Company has incurred cumulative property investigation costs of $55,253 and cumulative exploration expenditures
of $6,204,648 on the Idaho-Maryland Gold Mine property as follows:
|
|
Year ended
July 31, 2019
|
|
|
Year ended
July 31, 2018
|
|
|
|
|
|
|
|
|
Idaho-Maryland Gold Mine expenditures:
|
|
|
|
|
|
|
|
|
Opening balance
|
|
$
|
2,436,163
|
|
|
$
|
375,980
|
|
|
|
|
|
|
|
|
|
|
Consulting
|
|
|
709,626
|
|
|
|
352,988
|
|
Exploration
|
|
|
2,184,437
|
|
|
|
1,030,710
|
|
Rent
|
|
|
124,176
|
|
|
|
32,380
|
|
Supplies
|
|
|
200,579
|
|
|
|
246,656
|
|
Sampling
|
|
|
313,858
|
|
|
|
278,344
|
|
Travel
|
|
|
213,328
|
|
|
|
116,799
|
|
Depreciation
|
|
|
24,787
|
|
|
|
2,306
|
|
Total expenditures for the year
|
|
|
3,770,791
|
|
|
|
2,060,183
|
|
|
|
|
|
|
|
|
|
|
Closing balance
|
|
$
|
6,204,648
|
|
|
$
|
2,436,163
|
|
RISE
GOLD CORP.
(An
Exploration Stage Company)
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED JULY 31, 2019
(Expressed
in Canadian Dollars)
|
6.
|
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 instalments of $27,396 including interest
per month over a 24-month period with an interest rate of 5% per annum. Interest expense incurred for the equipment purchase for
the year ended July 31, 2019 is $23,040 (2018 - $2,602). During the year ended July 31, 2019, the company recorded depreciation
of $24,787 (2018 - $2,306) on this equipment.
During
the year ended July 31, 2019, the Company also purchased additional drilling equipment for a total of $125,660 (2018 - $89,213).
Cost
|
|
Drilling equipment
|
|
At July 31, 2017
|
|
$
|
-
|
|
Purchases
|
|
|
713,672
|
|
At July 31, 2018
|
|
$
|
713,672
|
|
Purchases
|
|
|
125,660
|
|
At July 31, 2019
|
|
$
|
839,332
|
|
|
|
|
|
|
Accumulated depreciation
|
|
|
|
|
At July 31, 2017
|
|
$
|
-
|
|
Depreciation
|
|
|
2,306
|
|
At July 31, 2018
|
|
$
|
2,306
|
|
Depreciation
|
|
|
24,787
|
|
At July 31, 2019
|
|
$
|
27,093
|
|
|
|
|
|
|
Total carrying value, July 31, 2018
|
|
$
|
711,366
|
|
Total carrying value, July 31, 2019
|
|
$
|
812,239
|
|
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 $278,314 (2018 - $27,396) including $23,040 (2018 - $2,602) of interest towards this loan during
the year ended July 31, 2019. The Company also reclassified $27,395 of this loan to accounts payable and accrued liabilities.
As at July 31, 2019, the outstanding balance on this loan was $293,955 (2018 - $599,665) which has been classified as the current
portion (2018 - $305,710).
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
RISE
GOLD CORP.
(An
Exploration Stage Company)
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED JULY 31, 2019
(Expressed
in Canadian Dollars)
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.
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 $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 $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 July 31, 2019, the Debenture has been fully
converted.
|
9.
|
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 $180,000 (2018 - $180,000) were paid or accrued to the CEO of the Company.
|
|
b)
|
Consulting
fees of $20,000 (2018 - $51,000) were paid or accrued to the former CFO of the Company
and consulting fees of $5,800 (2018 - $27,500) to a company in which the former CFO and
a former director held a 50% interest.
|
|
c)
|
Directors
fees of $72,926 (2018 - $99,571) to directors of the Company.
|
|
d)
|
During
the year ended July 31, 2019, the Company paid $160,000 (2018 - $Nil) in professional
fees to a company controlled by a director of the Company.
|
|
e)
|
During
the year ended July 31, 2019, the Company received and fully repaid $88,000 in loans
from the CEO of the Company.
|
|
f)
|
Share-based
compensation of $167,770 (2018 - $631,150) for options granted during the year ended
July 31, 2019.
|
|
g)
|
Rent
of $Nil (2018 - $10,800) to a company in which the former CFO and a former director held
a 50% interest.
|
As
at July 31, 2019, the Company has recorded loans from related parties of $Nil (July 31, 2018 - $10,000) and $40,101 (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 July 31, 2019, included in payable to related parties is $130,347 (July 31, 2018 - $68,521) owing to current and former related
parties.
RISE
GOLD CORP.
(An
Exploration Stage Company)
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED JULY 31, 2019
(Expressed
in Canadian Dollars)
|
10.
|
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 $37,068.
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.
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 30, 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.
RISE
GOLD CORP.
(An
Exploration Stage Company)
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED JULY 31, 2019
(Expressed
in Canadian Dollars)
|
10.
|
CAPITAL
STOCK AND ADDITIONAL PAID-IN CAPITAL (contd…)
|
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 share of 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 share of 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 share of 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. Out of the 18,274,724
units issued as part of this private placement, 10,049,724 units were issued to Meridian, a wholly owned subsidiary of Yamana
to settle convertible debt balance of $1,004,972. In connection with the private placement, the Company incurred finders
fees and share issuance costs of $107,299, 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.
On
July 3, 2019, the Company completed the first tranche of a non-brokered private placement. The Company raised a total of $725,769
through the sale of 10,368,131 units at a price of $0.07 per unit where each unit consists of one share of common stock and one-half
of one share purchase warrant. Each whole warrant entitles the holder to acquire one additional share at an exercise price of
$0.10 until July 3, 2022.
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 30, 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.
RISE
GOLD CORP.
(An
Exploration Stage Company)
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED JULY 31, 2019
(Expressed
in Canadian Dollars)
|
10.
|
CAPITAL
STOCK AND ADDITIONAL PAID-IN CAPITAL (contd…)
|
The
following incentive stock options were outstanding at July 31, 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
|
|
|
|
|
|
|
|
|
|
|
|
|
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, July 31, 2018
|
|
|
11,610,142
|
|
|
|
0.17
|
|
|
|
Nil
|
|
Options granted
|
|
|
2,900,000
|
|
|
|
0.10
|
|
|
|
Nil
|
|
Balance, July 31, 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 year ended July 31:
|
|
2019
|
|
2018
|
|
|
|
|
|
Risk-free interest rate
|
|
2.12%
|
|
2.12%
|
Expected life of stock options
|
|
5.0 years
|
|
5.0 years
|
Expected annualized volatility
|
|
136.38%
|
|
136.38%
|
Dividend
|
|
Nil
|
|
Nil
|
Forfeiture rate
|
|
0%
|
|
0%
|
RISE
GOLD CORP.
(An
Exploration Stage Company)
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED JULY 31, 2019
(Expressed
in Canadian Dollars)
|
10.
|
CAPITAL
STOCK AND ADDITIONAL PAID-IN CAPITAL (contd…)
|
Warrants
The
following warrants were outstanding at July 31, 2019:
Number
of Warrants
|
|
|
Exercise
Price
|
|
|
Expiry Date
|
|
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 16, 2020
|
|
3,750,000
|
|
|
|
0.13
|
|
|
November 5, 2020
|
|
9,336,862
|
|
|
|
0.13
|
|
|
March 1, 2021
|
|
5,184,066
|
|
|
|
0.10
|
|
|
July 3, 2022
|
|
81,965,236
|
|
|
$
|
0.16
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
32,780,303
|
|
|
|
0.12
|
|
Warrants expired
|
|
|
(34,763,886
|
)
|
|
|
(0.40
|
)
|
Balance, July 31, 2019
|
|
|
81,965,236
|
|
|
$
|
0.16
|
|
RISE
GOLD CORP.
(An
Exploration Stage Company)
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED JULY 31, 2019
(Expressed
in Canadian Dollars)
|
10.
|
CAPITAL
STOCK AND ADDITIONAL PAID-IN CAPITAL (contd…)
|
The
following weighted average assumptions were used for the Black-Scholes pricing model valuation of finders warrants issued
during the year ended July 31:
|
|
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 YEAR ENDED JULY 31, 2019
(Expressed
in Canadian Dollars)
A
reconciliation of income taxes (recovery) at statutory rates with the reported taxes is as follows:
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
$
|
(5,772,539
|
)
|
|
$
|
(4,593,863
|
)
|
|
|
|
|
|
|
|
|
|
Expected income tax (recovery) at statutory tax rates
|
|
$
|
(1,212,000
|
)
|
|
$
|
(1,366,000
|
)
|
Change in statutory, foreign tax, foreign exchange rates and other
|
|
|
(243,000
|
)
|
|
|
798,000
|
|
Permanent differences
|
|
|
37,000
|
|
|
|
180,000
|
|
Adjustment to prior years provision versus statutory tax returns and expiry of non-capital losses
|
|
|
339,000
|
|
|
|
(48,000
|
)
|
Change in unrecognized deductible temporary difference
|
|
|
1,079,000
|
|
|
|
436,000
|
|
|
|
|
|
|
|
|
|
|
Income tax recovery
|
|
$
|
-
|
|
|
$
|
-
|
|
Significant
components of deferred tax assets (liabilities) that have not been included on the Companys consolidated balance sheet
are as follows:
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
Deferred tax assets (liabilities):
|
|
|
|
|
|
|
|
|
Mineral property interest
|
|
$
|
1,501,000
|
|
|
$
|
525,000
|
|
Equipment
|
|
|
(82,000
|
)
|
|
|
(19,000
|
)
|
Net operating loss carry-forwards
|
|
|
2,011,000
|
|
|
|
1,845,000
|
|
|
|
|
|
|
|
|
|
|
Unrecognized deferred tax assets
|
|
|
(3,430,000
|
)
|
|
|
(2,351,000
|
)
|
Net deferred tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
The
Company has approximately $11,478,000 (2018 - $8,136,000) in net operating losses which may be carried forward and applied against
taxable income in future years.
The
significant components of the Companys temporary differences, unused tax credits and unused tax losses that have not been
included on the consolidated statement of financial position are as follows:
|
|
2019
|
|
|
Expiry
Date Range
|
|
2018
|
|
|
Expiry
Date Range
|
Temporary
Differences
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration
and evaluation assets
|
|
$
|
5,362,000
|
|
|
No
expiry date
|
|
$
|
1,881,000
|
|
|
No
expiry date
|
Non-capital
losses available for future period
|
|
|
8,970,000
|
|
|
2027
to Indefinite
|
|
|
8,067,000
|
|
|
2027
to Indefinite
|
USA
|
|
|
8,970,000
|
|
|
2027
to Indefinite
|
|
|
8,067,000
|
|
|
2027
to Indefinite
|
Tax
attributes are subject to review and potential adjustments by tax authorities.
RISE
GOLD CORP.
(An
Exploration Stage Company)
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED JULY 31, 2019
(Expressed
in Canadian Dollars)
|
12.
|
SUPPLEMENTAL
DISCLOSURE WITH RESPECT TO CASH FLOWS
|
During
the years ended July 31, 2019 and 2018, the Company had the following non-cash financing and investing activities:
For
the year ended July 31, 2019:
|
a)
|
Issued
1,074,500 in finders warrants valued at $59,786 recorded as share issuance costs
(Note 10);
|
|
b)
|
As
at July 31, 2019, accounts payable and accrued liabilities include $27,395 relating to
the July 2019 instalment of the equipment loan;
|
|
c)
|
During
the year ended July 31, 2019, the Company issued 625,000 units at $0.08 per unit to settle
$50,000 in accounts payable. The Company also issued 75,000 units at $0.10 a unit to
settle $7,500 in accounts payable; and
|
|
d)
|
As
at July 31, 2019, the Company has $49,755 of share issuance costs included in accounts
payable and accrued liabilities.
|
For
the year ended July 31, 2018:
|
e)
|
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 (Note
10);
|
|
f)
|
As
at July 31, 2018, $713,672 of equipment costs is included in equipment loan payable (Note
6); and
|
|
g)
|
Issued
396,460 finders warrants valued at $30,810 (Note 10).
|
|
13.
|
SEGMENTED
INFORMATION
|
A
reporting segment is defined as a component of the Company that:
|
-
|
Engages
in business activities from which it may earn revenues and incur expenses;
|
|
-
|
Operating
results are reviewed regularly by the 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.
RISE GOLD CORP. (FORMERLY RISE RESOURCES INC.)
(An
Exploration Stage Company)
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED JULY 31, 2018
(Expressed
in Canadian Dollars)
On
August 19, 2019, the Company completed the second tranche of a non-brokered private placement for a total of $3,207,850 through
the sale of 45,826,435 units at a price of $0.07 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 $0.10 until August
19, 2022. The Company has paid finders fees of $7,837 and issued a total of 111,960 finders warrants entitling the
holder to acquire one share at a price of $0.10 until August 19, 2022.
On
August 21, 2019, the Company granted 7,512,840 stock options to employees and directors of the Company pursuant to the terms of
the Companys Stock Option Plan. The options are exercisable at $0.07 per share for a period of five years and expire on
August 21, 2024.
On
September 3, 2019, the Company also has completed a debt financing with Eridanus Capital LLC (the Lender) for a
US$1,000,000 loan (the Loan). The Loan has a term of 4 years and an annual interest rate of 10% for the first two
years increasing to 20% in year 3 and to 25% in year 4. Interest will accrue and be paid along with the principal upon the maturity
date. The Lender received 11,500,000 bonus share purchase warrants as additional consideration for advancing the Loan. Each warrant
entitles the holder to acquire one share of common stock at an exercise price of $0.10 for a period of three years from the date
of issuance. The Loan may be repaid prior to the maturity date, in whole or in part, provided that all accrued interest is paid.
In addition, if total interest payments are less than $200,000, the difference will be paid to the Lender as prepayment compensation.
The Loan is secured against the assets of the Company and its subsidiary and will be used for permitting, engineering and working
capital at the Companys Idaho Maryland Gold Project.
On
September 25, 2019, 7,080,740 warrants expired without exercise.