Rise Gold Corp.

Rise Gold Corp. is a mineral exploration company incorporated in the state of Nevada in 2007 whose primary asset is its interest in the Idaho-Maryland Gold Mine property, a major past producing high-grade property near Grass Valley, California, United States, which it owns outright through its wholly owned Nevada subsidiary, Rise Grass Valley Inc. ¹. The company's common stock is listed in Canada on the Canadian Securities Exchange under the symbol "RISE" and is also traded in the United States on the OTCQB Market under the symbol "RYES" ². The company is a reporting issuer in British Columbia, Alberta, and Ontario in Canada and is an SEC reporting company by virtue of its class of common stock being registered under Section 12(g) of the Securities Exchange Act of 1934 ³. The I-M Mine Property comprises approximately 175 acres (71 hectares) of surface land, consisting of 109 acres owned by the Company and 66 acres that can be repurchased by the Company, and 2,560 acres (1,036 hectares) of mineral rights located near Grass Valley in Nevada County in northern California, USA ⁴. The property is situated in the Grass Valley-Nevada City Mining District along the western slope of the Sierra Nevada, approximately 60 miles northeast of Sacramento, CA and 90 miles west of Reno, NV ⁵. The I-M Mine Property was one of the most productive and best-known gold mines in the United States, with gold production dating back to 1863, and represents a consolidation of a number of important early day producing mines including Eureka, Idaho, Maryland, Brunswick, and Union Hill Mines ⁶. Based on historic production records, the I-M Mine Property produced a total of 2.4 Moz of gold at an average mill head grade of approximately 0.5 oz/ton (17.1 gpt) ⁷. The I-M Mine Property was reportedly the second largest gold mine in the United States in 1941, producing up to 129,000 oz gold per year before being forced to shut down by the U.S. government in 1942 ⁸.

The mining industry is intensely competitive in all of its phases, and the company competes with large established mining companies with substantial capabilities and with greater financial and technical resources ⁹. Competition extends to the acquisition of additional properties and financing on acceptable terms, as well as the recruitment and retention of qualified managerial and technical employees ¹⁰. The company also competes with other companies that produce its planned commercial products for capital ¹¹. The company's stated competitive positioning rests on its ownership of a 100% interest in the mineral rights at the I-M Mine Property with no known royalties on future gold production ¹². The I-M Mine Property is located in California, which has numerous clearly defined regulations with respect to permitting mines, which could potentially impact the total time to market for the project ¹³. Subsurface mining is allowed in the County M1 Zoning District, where the I-M Mine Property is located, with approval of a "Use Permit" or through the use of vested rights ¹⁴. The company has been compelled to take court action to assert its rights to re-open the I-M Mine ¹⁵.

The company is an exploration stage company that has not yet commenced commercial production at any of its properties and has not generated positive cash flows to date ¹⁶. Since its inception, the company has had no revenue from operations and has no history of producing products from any of its properties ¹⁷. The company's business model centers on the proposed redevelopment of the historic underground mine at an average throughput of 1,000 tons per day ¹⁸. The existing Brunswick Shaft, which extends to ~3400 feet depth below surface, would be used as the primary rock conveyance from the I-M Mine Property, and a second service shaft would be constructed by raising from underground to provide for the conveyance of personnel, materials, and equipment ¹⁹. Gold processing would be done by gravity and flotation to produce gravity and flotation gold concentrates ²⁰. Processing equipment and operations would be fully enclosed in attractive modern buildings and numerous mature trees located on the perimeter of the Brunswick site would be retained to provide visual shielding of aboveground project facilities and operations ²¹. The company would produce barren rock from underground tunnelling and sand tailings as part of the project which would be used for creation of approximately 58 acres of level and useable industrial zoned land for future economic development in the County ²². A water treatment plant and pond, using conventional processes, would ensure that groundwater pumped from the mine is treated to regulatory standards before being discharged to the local waterways ²³. Approximately 300 employees would be required if the mine reaches full production ²⁴.

The company's principal mineral property is the I-M Mine Property, which comprises approximately 175 acres (71 hectares) of surface land and 2,560 acres (1,036 hectares) of mineral rights ²⁵. The surface rights include three parts of fee simple land: Idaho land representing 56 acres (23 hectares), Brunswick land representing 37 acres (15 hectares), and the Mill Site property representing 82 acres (33 hectares) ²⁶. The mineral rights consist of mineral rights on 10 parcels, including 55 sub parcels, totaling 2,560 acres (1,036 hectares), of full or partial interest ²⁷. Mineral rights are severed from surface rights at a depth of 200 ft (61 m) below surface, with all mineral rights being contiguous below 200 ft (61 m) of surface ²⁸. The parcels comprising the surface land are currently assessed by the County at a total of approximately US$5.9 million, comprising US$2.8 million for the 109 acres owned by the Company and US$3.1 million for the 66 acres that can be repurchased, and have a combined annual property tax of US$64,089, comprising US$30,397 for the 109 acres owned by the Company and US$33,692 for the 66 acres that can be repurchased, for the 2026 tax year ²⁹. The I-M Mine Property remains in good standing with property taxes for the 2025 tax year paid in full ³⁰. The Nevada Irrigation District supplies treated water to the I-M Mine Property, with water to the Brunswick land delivered from the Loma Rica System and water to the Idaho land delivered from the E. George System ³¹. The I-M Mine Property is situated east of the City of Grass Valley and south of Nevada City, in the western part of the County, with State Route 49, State Route 20, and State Route 174 connecting the Grass Valley area regionally ³². The Brunswick land and the adjacent Mill Site are situated on the southwestern quadrant of the intersection of the East Bennett Road and Brunswick Road, a road connecting Grass Valley with State Highway 174 ³³. Access to the Brunswick land is on East Bennet Road, approximately 2.8 miles east of Grass Valley Center, and the Idaho land can be accessed by Idaho Maryland Road or Centennial Drive ³⁴.

The company's exploration and development activities are focused on three significant vein systems on the I-M Mine Property: the Idaho, the Brunswick, and the Morehouse systems ³⁵. The Idaho System comprises the #1 Vein, #2 Vein, and 3 Vein System ³⁶. The Eureka-Idaho ore shoot plunges at approximately 30° to the southeast and has a pitch length of almost 1 mile (1.6 km) and a breadth of 500 ft to 1,000 ft (152 m to 305 m), with the width of the vein within the ore shoot averaging approximately 3 ft (~1 m) and in places ranging up to 8 ft (~2.4 m) ³⁷. The average insitu grade of the #1 Vein would likely have been slightly higher than the estimated mill head grade of 1.12 oz/ton (39 gpt) ³⁸. The main 3 Vein was mined continuously over a vertical distance of approximately 1,500 ft (457 m) and an average horizontal strike length of approximately 700 ft (213 m), ranged in dip from 45° to 70° with an average dip of approximately 55°, and had an average vein width of approximately 5 ft (1.5 m) that in places reached widths of over 20 ft (6 m) ³⁹. The Brunswick vein system constitutes a distinct vein system within meta-volcanic rocks of the Brunswick Block, with veins striking northwesterly and having a southwesterly dip, mined above 1600L along continuous strike lengths ranging from 430 ft (131 m) to 1,000 ft (305 m) with continuous vertical heights reaching up to 1,000 ft (305 m), and generally ranging from several inches up to 8 ft (2.4 m) in width ⁴⁰. The Morehouse vein system is not as well understood as the Idaho #1, #2, 3 Vein System, and Brunswick vein systems, and is defined by fault and quartz-vein and quartz stockwork intersections in workings and drill holes in only a few areas such as the Morehouse, 16 Vein, 52 Vein, and 60 Winze ⁴¹. The Idaho System deposits on the I-M Mine Property can be described as an orogenic gold deposit, and the gold deposits have been classified as Mesothermal Quartz Veins, also known as and type-examples of low-sulfide Au-quartz vein deposits and gold quartz vein deposits ⁴². Gold in the quartz veins occurs as native gold, ranging from very fine grains to large nuggets within the quartz, with sulfide minerals, primarily pyrite with lesser galena and chalcopyrite, from 1% to 4% commonly associated with gold mineralization ⁴³. Scheelite is common in the Union Hill area near the Brunswick mine ⁴⁴.

During the fiscal year, the company continued to pursue permitting of the I-M Mine through the court system ⁴⁵. On August 8, 2025, the Court rejected the County's motion for summary judgement in the writ proceedings, ruling that Rise has a beneficial interest in the mine property it owns that is the subject of its vested right petition ⁴⁶. On September 6, 2025, the Company filed its initial brief in support of the Writ, the County replied on November 18, 2025, and oral arguments, which were initially scheduled for January 9, 2026, were held on March 9, 2026 ⁴⁷. On May 7, 2026, the Court denied the Company's Writ of Mandamus asking the Court to compel the Board to follow applicable law and grant Rise recognition of its vested right to operate the I-M Mine ⁴⁸. On September 4, 2026, the Company appealed the Court's ruling in Superior Court in California ⁴⁹. Should the Company's Writ fail on appeal, Rise's mineral estate will lose all value, which will allow Rise to bring a takings action against the County under the Fifth Amendment of the U.S. Constitution, and based on comparable mines and historic yield at the Idaho-Maryland Mine, Rise's mineral estate is conservatively estimated to be worth at least $400 million ⁵⁰. On November 4, 2025, the Company announced that it has commenced a review of historical data indicating that the Company's wholly owned Idaho-Maryland mine may contain significant amounts of tungsten, a metal listed in the U.S. Department of Energy's 2023 DOE Critical Metals List ⁵¹. In July 2026, the Company commenced a tungsten and gold exploration drilling program at the I-M Mine Property, planning to drill eight core holes totaling approximately 11,400 feet of drilling from two locations ⁵². On March 3, 2026, the Company entered into a strategic development partnership with Morgan Hughes Energy to advance the I-M Mine Property as a U.S.-based gold and critical-minerals project ⁵³. Under the terms and conditions of the 18-month Agreement, Rise Gold will issue to Morgan Hughes 18 million warrants with a strike price of USD $0.40 and an expiration date of December 31, 2029 ⁵⁴. If material development participation or capital commitments are secured within 36 months of signing the Agreement, Rise Gold will pay Morgan Hughes a one-time development milestone payment of USD $1.5 million ⁵⁵. If the Agreement expires without achievement of the defined milestones, Rise Gold shall pay Morgan Hughes a one-time project development reimbursement of USD $250,000, or, upon mutual agreement, issue 1,800,000 warrants exercisable for twelve months ⁵⁶. On October 24, 2025, the Company closed a financing and raised $7,000,000 through the issuance of 28,000,000 units at a price of $0.25 per unit, with each unit comprising one share of common stock and one share purchase warrant, with each whole warrant entitling the holder to acquire one share of common stock at an exercise price of $0.45 for a period of three years from the date of issuance ⁵⁷. On October 30, 2025, the Company granted a total of 1,445,469 stock options to directors, officers, and consultants of the Company, exercisable at a price of $0.25 per share until October 30, 2030 ⁵⁸. On November 20, 2025, the Company granted a total of 2,660,000 stock options to directors, officers, and consultants of the Company pursuant to the terms of the Company's Long Term Incentive Plan dated October 17, 2025, exercisable at a price of $0.18 per share until November 20, 2030, and on the same day, 1,000,000 DSUs and 1,650,000 stock options at $0.10 were exercised and converted to shares of the Company ⁵⁹. On November 20, 2025, the Company appointed David Watkinson as President and CEO of Rise Gold Corp and President of the Company's wholly owned operating subsidiary, Rise Grass Valley Inc., and Mr. Watkinson replaced Joseph Mullin as President, CEO and Director, with Mr. Mullin resigning from his positions with the Company on November 20, 2025, in order to pursue other opportunities ⁶⁰. On January 5, 2026, the Company, pursuant to an employment agreement, granted 250,000 RSUs to its CEO, which were exercised and converted to common stock of the Company ⁶¹. On April 1, 2026, the Company granted 62,500 RSUs to its CEO, which were exercised and converted to common stock of the Company ⁶². On July 1, 2026, the Company granted 62,500 RSUs to its CEO, which were exercised and converted to common stock of the Company ⁶³. On October 1, 2026, subsequent to year end, the Company granted 62,500 RSUs to its CEO, which were exercised and converted to common stock of the Company ⁶⁴.

The company has incurred losses since inception, has had negative cash flow from operating activities, and expects to continue to incur losses in the future ⁶⁵. The company incurred losses from operations of $4,249,888 for the year ended July 31, 2026, $3,260,358 for the year ended July 31, 2025, $3,565,631 for the year ended July 31, 2024, and $3,660,382 for the year ended July 31, 2023 ⁶⁶. As at July 31, 2026, the Company had a cash balance of $6,984,508, compared to a cash balance of $2,783,348 as of July 31, 2025 ⁶⁷. The ability of the Company to continue as a going concern is dependent on the Company's ability to maintain continued support from its shareholders and creditors and to raise additional capital and implement its business plan, and management believes that the Company can raise sufficient working capital to meet its projected minimum financial obligations for the next fiscal year ⁶⁸. The company anticipates that it will be required to make substantial capital expenditures for the continued exploration and, if warranted, development of its I-M Mine Property, and it has spent and will be required to continue to expend significant amounts of capital for drilling, geological, and geochemical analysis, assaying, permitting, and feasibility studies ⁶⁹. The company may incur significant legal costs going forward as it seeks to protect its property rights under both California state and U.S. federal law, including asserting its 5th Amendment Rights under the U.S. Constitution and other due process rights under the 14th Amendment of the U.S. Constitution ⁷⁰.

The company's principal forward-looking objective is the proposed reopening of the I-M Mine, for which it commenced formal permitting to obtain a Conditional Use Permit on November 19, 2019 ⁷¹. The company proposes redevelopment of the historic underground mine at an average throughput of 1,000 tons per day ⁷². The existing Brunswick Shaft, which extends to ~3400 feet depth below surface, would be used as the primary rock conveyance from the I-M Mine Property, and a second service shaft would be constructed by raising from underground to provide for the conveyance of personnel, materials, and equipment ⁷³. Gold processing would be done by gravity and flotation to produce gravity and flotation gold concentrates ⁷⁴. The company would produce barren rock from underground tunnelling and sand tailings as part of the project which would be used for creation of approximately 58 acres of level and useable industrial zoned land for future economic development in the County ⁷⁵. A water treatment plant and pond, using conventional processes, would ensure that groundwater pumped from the mine is treated to regulatory standards before being discharged to the local waterways ⁷⁶. Approximately 300 employees would be required if the mine reaches full production ⁷⁷. On December 14, 2023, the Nevada County Board of Supervisors adopted a resolution denying Rise's petition for confirmation of its vested rights to operate the Idaho-Maryland mine, and subsequently, on February 16, 2024, the County adopted a resolution, in a public hearing, denying the Company's application for a Use Permit to allow the re-opening of the I-M Mine and not certifying the Final Environmental Impact Report ⁷⁸. Rise has elected to pursue its vested rights through the court system and, if successful, continue the path to reopen the I-M Mine ⁷⁹. If unsuccessful, the Company plans to pursue a takings lawsuit against Nevada County under the United States and California Constitutions, seeking just compensation for the value of the mineral property along with compound interest from the time of the taking on February 17, 2024 ⁸⁰. Based on comparable mines and historic yield at the Idaho-Maryland Mine, Rise's mineral estate is conservatively estimated to be worth at least $400 million ⁸¹.

The company's tungsten and gold exploration program represents a significant growth vector. On November 4, 2025, the Company announced that it has commenced a review of historical data indicating that the Company's wholly owned Idaho-Maryland mine may contain significant amounts of tungsten, a metal listed in the U.S. Department of Energy's 2023 DOE Critical Metals List ⁸². In July 2026, the Company commenced a tungsten and gold exploration drilling program at the I-M Mine Property ⁸³. The focus of the drill program will be to test targets in the Union Hill and Brunswick areas of the mine both for tungsten and gold ⁸⁴. The Company plans to drill eight core holes totaling approximately 11,400 feet of drilling from two locations ⁸⁵. Targets in the Union Hill workings include the Lucky-Cambridge, Greek-Tungsten, Union Hill, Georgia, and Gold Blossom veins, and in the Brunswick workings, the targets are the 19, 45, 46, and 47 veins ⁸⁶. Scheelite, a common form of tungsten, is common in the Union Hill area near the Brunswick mine ⁸⁷.

The strategic development partnership with Morgan Hughes Energy, entered into on March 3, 2026, is a further growth vector to advance the I-M Mine Property as a U.S.-based gold and critical-minerals project ⁸⁸. Under the Agreement, Morgan Hughes will work alongside Rise Gold to advance development planning, support capital formation in connection with progressing the project toward operations and position the project within applicable domestic critical-minerals and industrial initiatives ⁸⁹. Morgan Hughes is a U.S.-based energy and minerals operating firm focused on advancing domestic and strategic mineral assets in coordination with evolving industrial policy and U.S. industrial and supply-chain priorities, integrating project development strategy, capital formation, and engagement with applicable federal industrial programs designed to strengthen U.S. resource security ⁹⁰. Under the terms and conditions of the 18-month Agreement, Rise Gold will issue to Morgan Hughes 18 million warrants with a strike price of USD $0.40 and an expiration date of December 31, 2029 ⁹¹. The warrants are structured to vest and become exercisable upon the achievement of defined project advancement milestones associated with positioning the I-M Mine Property for development and operation ⁹². Nine million warrants will vest upon formal advancement of the project within applicable critical-minerals or industrial development frameworks ⁹³. An additional 4.5 million warrants will vest upon the establishment of development support mechanisms necessary to advance the project toward construction readiness ⁹⁴. The remaining 4.5 million warrants will vest upon the Company securing material development participation or capital commitments in connection with advancing the project toward operations during the term of the Agreement ⁹⁵. If material development participation or capital commitments are secured within 36 months of signing the Agreement, Rise Gold will pay Morgan Hughes a one-time development milestone payment of USD $1.5 million in recognition of its role as a strategic development partner advancing the project toward production ⁹⁶. Upon achievement of a qualifying development milestone, Rise Gold will appoint a representative of Morgan Hughes to its board of directors, subject to Morgan Hughes maintaining at least a 5% ownership interest in the Company ⁹⁷. If the Agreement expires without achievement of the defined milestones, Rise Gold shall pay Morgan Hughes a one-time project development reimbursement of USD $250,000, or, upon mutual agreement, issue 1,800,000 warrants exercisable for twelve months ⁹⁸.

The company's cost structure is dominated by exploration, permitting, and legal expenditures rather than production costs, given that it has not commenced commercial production ⁹⁹. The company anticipates that it will be required to make substantial capital expenditures for the continued exploration and, if warranted, development of its I-M Mine Property, and it has spent and will be required to continue to expend significant amounts of capital for drilling, geological, and geochemical analysis, assaying, permitting, and feasibility studies with regard to the results of its exploration at its I-M Mine Property ¹⁰⁰. The company may incur significant legal costs going forward as it seeks to protect its property rights under both California state and U.S. federal law, including asserting its 5th Amendment Rights under the U.S. Constitution and other due process rights under the 14th Amendment of the U.S. Constitution, amongst other legal remedies that are available to it ¹⁰¹. The company's results of operations could be affected by currency fluctuations, as its properties are currently all located in the United States and, while most costs associated with these properties are paid in U.S. dollars, some of its administrative expenses are payable in Canadian dollars, and there are no plans at this time to hedge against any exchange rate fluctuations in currencies ¹⁰².

The company's operational outlook centers on the permitting and legal processes required to advance the I-M Mine Property. Subsurface mining is allowed in the M1 District with approval of a Use Permit, and approval of a Use Permit for mining operations requires a noticed public hearing before the Planning Commission, which decision may be appealed to the Board of Supervisors ¹⁰³. Subsurface mining, including ancillary surface uses, would require a Use Permit for surface and subsurface mining activities, a Reclamation Plan for surface disturbance, a Mitigated Negative Declaration or Environmental Impact Report in compliance with the California Environmental Quality Act to analyze and mitigate environmental impacts, a Water Well Permit by the County for the drilling of any well, Building Permits for construction of any structures, and a Spill Prevention Control and Countermeasures Plan for underground storage of more than 42,000 gallons of petroleum or above ground storage of more than 10,000 gallons of petroleum ¹⁰⁴. The following permits and approvals may also be required depending on the configuration of the Idaho-Maryland Mine Project and the characteristics of the natural resources found in the Project-vicinity: a Streambed Alteration Agreement and an Incidental Take Permit for take of any species listed under the California Endangered Species Act from the California Department of Fish and Wildlife; a National Pollution Discharge Elimination System permit for discharges of stormwater, a Report of Waste Discharge for any discharges of water from mining processes, and a Clean Water Act Section 401 Water Quality Certification from the RWQCB from the State Water Resources Control Board and/or Central Valley Regional Water Quality Control Board; a Clean Water Act Section 404 permit for any discharge of dredge or fill material into the waters of the United States and an Environmental Assessment compliant with the National Environmental Policy Act by either the Corps or the USFWS from the U.S. Army Corps of Engineers; issuance of a Biological Opinion and Incidental Take Statement for take of any species listed under the Endangered Species Act from the United States Fish and Wildlife Service; and an Authority to Construct and Permit to Operate for any regulated air pollutant emitting sources such as diesel generators from the Northern Sierra Air Quality Management District ¹⁰⁵. The company's management and workforce will need to be expanded, and sufficient support systems for its workforce will have to be established, which could result in delays in the commencement of mineral production and increased costs of production ¹⁰⁶.

The company's capital allocation priorities are directed toward funding its exploration, permitting, and legal activities. The company will require significant additional capital to fund its business plan and will be required to expend significant funds to determine whether proven and probable mineral reserves exist at its properties, to continue exploration and, if warranted, to develop its existing properties, and to identify and acquire additional properties to diversify its property portfolio ¹⁰⁷. The company expects to continue to incur negative investing and operating cash flows until such time, if ever, that it is able to enter into successful commercial production, which will require it to deploy its working capital to fund such negative cash flow and to seek additional sources of financing ¹⁰⁸. On October 24, 2025, the Company closed a financing and raised $7,000,000 through the issuance of 28,000,000 units at a price of $0.25 per unit, with each unit comprising one share of common stock and one share purchase warrant, and each whole warrant entitling the holder to acquire one share of common stock at an exercise price of $0.45 for a period of three years from the date of issuance ¹⁰⁹. The company has never paid dividends on its common stock and does not expect to pay dividends for the foreseeable future, intending to retain its initial earnings, if any, to finance its operations ¹¹⁰. In order to further expand its operations and meet its objectives, any additional growth and/or expanded exploration activity will likely need to be financed through sale and issuance of additional Common Stock, including raising funds to explore the I-M Mine Property ¹¹¹. The company will also in the future grant to some or all of its directors, officers, and key employees and/or consultants options to purchase Common Stock as non cash incentives ¹¹².

The company faces structural headwinds and execution risks to its growth plan. The ability of the Company to continue as a going concern is dependent on the Company's ability to maintain continued support from its shareholders and creditors and to raise additional capital and implement its business plan, and 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 ¹¹³. The company has not yet commenced commercial production at any of its properties and, therefore, has not generated positive cash flows to date and has no reasonable prospects of doing so unless successful commercial production can be achieved at its I-M Mine Property ¹¹⁴. The I-M Mine Property is in the exploration stage, and there is no assurance that the company can establish the existence of any mineral reserve on the I-M Mine Property or any other properties it may acquire in commercially exploitable quantities, and unless and until it does so, it cannot earn any revenues from these properties and if it does not do so it will lose all of the funds that it expends on exploration ¹¹⁵. The company has not established that any of its mineral properties contain any mineral reserve according to recognized reserve guidelines, nor can there be any assurance that it will be able to do so ¹¹⁶. The company's I-M Mine Property is located in California, which has numerous clearly defined regulations with respect to permitting mines, which could potentially impact the total time to market for the project ¹¹⁷. The company's share price on the CSE and the OTCQB has experienced significant price and volume fluctuations, and stock markets in general have experienced extreme price and volume fluctuations, and the market prices of securities have been highly volatile ¹¹⁸.

The company's legal proceedings present both a constraint and a potential catalyst. On May 7, 2026, the Court denied the Company's Writ of Mandamus asking the Court to compel the Board to follow applicable law and grant Rise recognition of its vested right to operate the I-M Mine ¹¹⁹. On September 4, 2026, the Company appealed the Court's ruling in Superior Court in California ¹²⁰. Should the Company's Writ fail on appeal, Rise's mineral estate will lose all value, which will allow Rise to bring a takings action against the County under the Fifth Amendment of the U.S. Constitution, and the remedy for an unconstitutional taking is the payment of just compensation, which is the fair market value of the property taken ¹²¹. Based on comparable mines and historic yield at the Idaho-Maryland Mine, Rise's mineral estate is conservatively estimated to be worth at least $400 million ¹²². In September 2024, the Company received a notice from the Community Environmental Advocates Foundation of intent to file a citizen suit against the Company for alleged violations of the Clean Water Act, and the Company was not served with a summons and complaint filed in the citizen suit, and the Company was dismissed, but the citizen suit proceeds against Rise Grass Valley Inc, the subsidiary of the Company ¹²³. On May 18, 2026, the District Court for the Eastern District of California entered an Order granting Summary Judgment as to liability against Rise Grass Valley, Inc., and trial on remaining issues in the lawsuit is scheduled for July 12, 2027 ¹²⁴. Rise Grass Valley Inc denies all allegations made in the citizen suit, and management has determined that no estimate of a loss event can be determined at this time in connection with the notice ¹²⁵.

The most material and specific risks to Rise Gold Corp. center on its ability to continue as a going concern and its dependence on obtaining adequate financing in the future, as the ability of the Company to continue as a going concern is dependent on the Company's ability to maintain continued support from its shareholders and creditors and to raise additional capital and implement its business plan, and 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 ¹²⁶. The company has incurred losses since inception, has had negative cash flow from operating activities, and expects to continue to incur losses in the future, having incurred losses from operations of $4,249,888 for the year ended July 31, 2026, $3,260,358 for the year ended July 31, 2025, $3,565,631 for the year ended July 31, 2024, and $3,660,382 for the year ended July 31, 2023 ¹²⁷. The I-M Mine Property is in the exploration stage, and there is no assurance that the company can establish the existence of any mineral reserve on the I-M Mine Property or any other properties it may acquire in commercially exploitable quantities, and unless and until it does so, it cannot earn any revenues from these properties and if it does not do so it will lose all of the funds that it expends on exploration ¹²⁸. The company has not established that any of its mineral properties contain any mineral reserve according to recognized reserve guidelines, nor can there be any assurance that it will be able to do so ¹²⁹. Should the Company's Writ fail on appeal, Rise's mineral estate will lose all value, which will allow Rise to bring a takings action against the County under the Fifth Amendment of the U.S. Constitution, and based on comparable mines and historic yield at the Idaho-Maryland Mine, Rise's mineral estate is conservatively estimated to be worth at least $400 million ¹³⁰. On May 18, 2026, the District Court for the Eastern District of California entered an Order granting Summary Judgment as to liability against Rise Grass Valley, Inc., and trial on remaining issues in the lawsuit is scheduled for July 12, 2027, and management has determined that no estimate of a loss event can be determined at this time in connection with the notice ¹³¹. The company's share price on the CSE and the OTCQB has experienced significant price and volume fluctuations, and stock markets in general have experienced extreme price and volume fluctuations, and the market prices of securities have been highly volatile ¹³².

Management's message to shareholders is dominated by the company's pursuit of its vested rights through the court system and its efforts to advance the I-M Mine Property as a U.S.-based gold and critical-minerals project. The company has elected to pursue its vested rights through the court system and, if successful, continue the path to reopen the I-M Mine, and if unsuccessful, the Company plans to pursue a takings lawsuit against Nevada County under the United States and California Constitutions ¹³³. The 5th Amendment of the US Constitution requires just compensation be paid when private property is taken for public use, and the Supervisors clearly articulated their intention of precluding any possibility of mining the Company's mineral estate during the hearing, and the Company would seek just compensation for the value of the mineral property along with compound interest from the time of the taking on February 17, 2024 ¹³⁴. Based on comparable mines and historic yield at the Idaho-Maryland Mine, Rise's mineral estate is conservatively estimated to be worth at least $400 million ¹³⁵. Management's strategic priorities for the period ahead center on three themes: first, advancing the legal efforts regarding the vested right to mine at the I-M Mine Property, including the appeal filed on September 4, 2026 ¹³⁶; second, advancing the I-M Mine Property as a U.S.-based gold and critical-minerals project through the strategic development partnership with Morgan Hughes Energy entered into on March 3, 2026, under which Rise Gold will issue to Morgan Hughes 18 million warrants with a strike price of USD $0.40 and an expiration date of December 31, 2029, and if material development participation or capital commitments are secured within 36 months of signing the Agreement, Rise Gold will pay Morgan Hughes a one-time development milestone payment of USD $1.5 million ¹³⁷; and third, executing the tungsten and gold exploration drilling program commenced in July 2026, under which the Company plans to drill eight core holes totaling approximately 11,400 feet of drilling from two locations ¹³⁸. Management believes that the Company can raise sufficient working capital to meet its projected minimum financial obligations for the next fiscal year ¹³⁹. The company's new Chief Executive Officer and President, David Watkinson, was appointed on November 20, 2025, and is an employee of the Company, and other officers and directors provide services to us on an as-needed basis, and we plan to rely on their efforts, as well as those of a number of independent consultants, to manage our operations for the foreseeable future ¹⁴⁰.