Rise Gold reports $4.25M net loss

Cover page 13 changes

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EXCHANGE ACT OF 1934

For the fiscal year ended July 31 , 2025

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES or

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Commission File Number: 000-53848

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345 431 Crown Point Circle, Suite 600 150

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934: Yes No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: $ 4,462,808 18,417,993

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: As of October 27, 2025, 29, 2026, the registrant had 120,370,467 127,668,837 shares of common stock issued and outstanding (the "Shares").

Davidson & Company LLP

Vancouver, BC Canada

Business 63 changes

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We are Rise Gold Corp. ("Rise" or the "Company") a mineral exploration company that was incorporated in the state of Nevada in 2007. Our primary asset is our interest in the Idaho-Maryland Gold Mine property (the "I-M Mine Property"), which is a major past producing high-grade property near Grass Valley, California, United States, which we own outright through our wholly owned Nevada subsidiary, Rise Grass Valley Inc. ("Rise Grass Valley").

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Business Development

Developments in our Company's business during the July 31, 2025 2026 fiscal year and subsequent to year end, include the following:

Proposed Reopening of the I-M Mine

On November 19, 2019, Rise commenced the formal permitting to obtain a Conditional Use Permit to reopen the past producing Idaho-Maryland Mine (the "I-M Mine"). The Company proposes redevelopment of the historic underground mine at an average throughput of 1,000 tons per day. 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. A second service shaft would be constructed by raising from underground to provide for the conveyance of personnel, materials, and equipment. Gold processing would be done by gravity and flotation to produce gravity and flotation gold concentrates. 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.

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. 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.

Detailed studies by professionals in the fields of civil and electrical engineering, biology, hydrology, cultural resources, traffic, air quality, human health, vibration, and sound have guided the design of the project. Approximately 300 employees would be required if the mine reaches full production.

On December 14, 2023, the Nevada County Board of Supervisors (the "Supervisors") adopted a resolution denying Rise's petition for confirmation of its vested rights to operate the Idaho-Maryland mine. 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 (the "FEIR"). The Supervisors cited undefined mining disasters, impacts to water wells, noise, vibrations, and other concerns as reasons for the denial. Importantly, these risks were analysed extensively by the County's FEIR, which concluded that there would be no significant impacts from them to the County.

Rise has elected to pursue its vested rights through the court system and, if successful, continue the path to reopen the I-M Mine. If unsuccessful, the Company plans to pursue a takings lawsuit against Nevada County under the United States and California Constitutions. The 5th Amendment of the US Constitution requires just compensation be paid when private property is taken for public use. The Supervisors clearly articulated their intention of precluding any possibility of mining the Company's mineral estate during the hearing. 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 (refer to press releases dated December 14, 2023 and February 20, 2024).

During the year, Rise continued to pursue permitting of the I-M Mine through the court system.

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On September 12, 2025, the Court signed a stipulation from the County and Rise providing that Rise would submit its initial brief on the case on September 15, 2025, the County will submit its opposition by November 18, 2025, Rise will reply by December 5, 2025, and oral arguments will take place on January 9, 2026.

Other Business Development

On May 16, 2025, the Company entered into an agreement to sell its drilling equipment for a sale price of $200,000. $100,000 was received on June 6, 2025 and subsequent payments of $50,000 payable for each of the two drilling rigs sold are to be received when each rig drills its first hole to a depth of 200m.

On May 8, 2025, the Company closed a financing and raised $3,000,000 through the issuance of up to 36,585,361 units at a price of US$0.082 per Unit (~CDN$0.11), with each unit comprising one share of common stock and one-half of one share purchase warrant. Each whole warrant entitles the holder to acquire one share of common stock at an exercise price of US$0.15 (~CDN$0.21) for a period of three years from the date of issuance.

On March 25, 2025, the Company granted a total of 1,142,410 stock options to directors and officers of the Company. The stock options are exercisable at a price of US$0.10 per share until March 25, 2030.

On November 27, 2024, the Company announced it had contracted to sell 66 acres of industrial land located adjacent to the Company's I-M Mine Property for $4.3 million. The sale transaction is subject to two sale agreements with the same, arm's length third party. The first agreement covers 16 acres of land for total consideration of $1.8 million. That contract closed on November 27, 2024 with the payment of half the sale price, minus certain deductions. The balance of the purchase price is due on November 27, 2026. The buyer will pay monthly interest at an annual rate of 5% per year on the balance of the purchase price until it is paid in full. On January 14, 2025, the Company and the Purchaser negotiated a discounted, accelerated payment with the purchaser whereby the Company received $702,000 in lieu of the second $900,000 payment due in November 2026.

The second sale agreement covers 50 acres of land for total sale price of $2.5 million and closed on May 27, 2025, at which point half of the sale price was due, with the other half due on May 27, 2027. Commencing on the closing date, the buyer is required to pay monthly interest at an annual rate of 5% per year on the balance of the purchase price until it is paid in full. The Company and the purchaser have also executed an option agreement whereby the Company may repurchase the 66 acres of land being sold for the sale price plus the cost of any capital improvements plus an increase of five percent per year on the condition that Rise acquires final government approvals to perform mining operations at the I-M Mine Property. The Company retains ownership of the I-M Mine Property, which is comprised of 53 acres of land surrounding the New Brunswick shaft, as well as its nearby 56-acre Centennial property, and it retains all of its 2,585 acres of mineral rights.

On November 20, 2024, the Company appointed Mihai Draguleasa as the Company's Chief Financial Officer in place of Vince Boon and Catherine Cox as the Company's Corporate Secretary in place of Eileen Au. On October 30, 2024, John Proust, Murray Flanigan and Benjamin Mossman resigned as directors of the Company.

On October 21, 2024, the Company granted 1,006,750 stock options to a consultant of the Company. The stock options are exercisable at a price of $0.11 per share until October 21, 2029.

On October 10, 2024, the Company finalized a secured loan agreement with Myrmikan Gold Fund, LLC (the "Lender") for a $500,000 loan (the "Loan") which will be used for the Company's working capital. The Loan has a term of 4 years with an interest rate of 15% per annum with interest accruing and payable along with the principal upon maturity. The Company issued 2,882,514 share purchase warrants at an exercise price of $0.1735 with a 4 year expiry period as additional consideration for advancing the Loan. The Loan may be repaid prior to the maturity date, in whole or in part, provided that all accrued interest is paid. The Loan was secured against the assets of the Company and its subsidiary. Daniel Oliver Jr., a director of the Company (a related party) is the managing member of the Lender. Mr. Oliver disclosed his interest in the transaction and abstained from voting on the Company's resolution approving the Loan. The Company repaid the loan and accrued interest in full in May 2025.

On September 20, 2024, the Company granted 1,006,750 stock options to the Company's President and CEO. The stock options are exercisable at a price of $0.10 per share until September 20, 2029.

On September 10, 2024, the Company finalized an amended debt agreement with Eridanus Capital LLC ("Eridanus") to extend an existing loan by one year to September 4, 2025 along with a reduction in interest rate to 15% per annum for a period of 12 months (commencing September 4, 2024). The Company issued 1,700,000 share purchase warrants at an exercise price of $0.115 to Eridanus as consideration for the extension. The share purchase warrants have a 4 year expiry period from the date of issuance. Eridanus directed that 340,000 of the 1,700,000 share purchase warrants be issued to Daniel Oliver Jr., a member of Eridanus, and a director of the Company. The Company repaid the Eridanus loan in full in May 2025.

Our plan of operations for the next 12 months is to continue the litigation in pursuit of protecting the Company's property rights under both California state and U.S. federal laws.

On May 13, 2024, the Company reported that we had submitted a Writ of Mandamus to the Court asking the Court to compel the Board of Supervisors of Nevada County (the "Board of Supervisors") to follow applicable law and grant recognition of the Company's vested right to operate our I-M Mine Property. The Company's position in this matter is that the Board of Supervisors' December 2023 decision to deny the Company's vested rights petition adversely infringed on our fundamental and constitutional property rights. The Company contends that the Court is compelled to use its independent judgement and consider the administrative record de novo (i.e., "afresh" or "from the beginning") and without deference to the Board of Supervisors' arguments or conclusions.

On September 12, 2025 the Court signed a stipulation from the County and Rise providing that Rise would submit its initial brief on the case on September 15, 2025, the County will submit its opposition by November 18, 2025, Rise will reply by December 5, 2025, and oral arguments will take place on January 9, 2026.

The Use Permit application proposes underground mining to recommence at an average throughput of 1,000 tons per day. 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. A second service shaft would be constructed by raising from underground to provide for the conveyance of personnel, materials, and equipment. Gold processing would be done by gravity and flotation to produce gravity and flotation gold concentrates. 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.

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.

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.

Detailed studies by professionals in the fields of civil and electrical engineering, biology, hydrology, cultural resources, traffic, air quality, human health, vibration, and sound have guided the design of the project.

Approximately 300 employees would be required if the mine reaches full production.

Government Regulations

We plan to engage in mineral exploration and development activities and will accordingly be exposed to environmental risks associated with mineral exploration activity. We are the operator of the I-M Mine Property.

Our exploration and development activities will be subject to extensive federal, state and local laws, regulations and permits governing protection of the environment. Among other things, our operations must comply with the provisions of the Federal Mine Safety and Health Act of 1977 as administered by the United States Department of Labor.

Our plan is to conduct our operations in a way that safeguards public health and the environment. We believe that our operations comply with applicable environmental laws and regulations in all material respects.

The costs associated with implementing and complying with environmental requirements can be substantial and possible future legislation and regulations could cause us to incur additional operating expenses, capital expenditures, restrictions and delays in developing or conducting operations on our properties, including the I-M Mine Property, the extent of which cannot be predicted with any certainty.

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.

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.

On September 4, 2026, the Company appealed the Court's ruling in Superior Court in California. 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. The remedy for an unconstitutional taking is the payment of just compensation, which is the fair market value of the property taken. 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.

2026 Tungsten and Gold Exploration Program

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.

In July 2026, the Company commenced a tungsten and gold exploration drilling program at the I-M Mine Property. 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. The Company plans to drill eight core holes totaling approximately 11,400 feet of drilling from two locations. Targets in the Union Hill workings include the Lucky-Cambridge, Greek-Tungsten, Union Hill, Georgia, and Gold Blossom veins. In the Brunswick workings, the targets are the 19, 45, 46, and 47 veins.

Update on the Clean Water Act Lawsuit with Community Environmental Advocates

In September 2024, the Company received a notice from the Community Environmental Advocates Foundation ("CEA") of intent to file a citizen suit against the Company for alleged violations of the Clean Water Act. The Company was not served with a summons and complaint filed in the citizen suit, and the Company was dismissed. The citizen suit proceeds, however, against Rise Grass Valley Inc, the subsidiary of the Company. 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. Trial on remaining issues in the lawsuit is scheduled for July 12, 2027. Litigation is ongoing. Rise Grass Valley Inc denies all allegations made in the citizen suit. Management has determined that no estimate of a loss event can be determined at this time in connection with the notice.

Morgan Hughes Agreement

On March 3, 2026, the Company entered into a strategic development partnership (the "Agreement") with Morgan Hughes Energy ("Morgan Hughes") to advance the I-M Mine Property as a U.S.-based gold and critical-minerals project. 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.

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. The company integrates project development strategy, capital formation, and engagement with applicable federal industrial programs designed to strengthen U.S. resource security. Rise Gold has no relationship with Morgan Hughes other than under the Agreement.

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. 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.

Nine million warrants will vest upon formal advancement of the project within applicable critical-minerals or industrial development frameworks. An additional 4.5 million warrants will vest upon the establishment of development support mechanisms necessary to advance the project toward construction readiness. 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.

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.

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.

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.

Other Business Updates in the Fiscal Year

On October 24, 2025, the Company closed a financing and raised US$7,000,000 $7,000,000 through the issuance of up to 36,585,361 28,000,000 units at a price of US$0.25 $0.25 per unit, with each unit comprising one share of common stock and one share purchase warrant. Each whole warrant entitles the holder to acquire one share of common stock at an exercise price of US$0.45 $0.45 for a period of three years from the date of issuance.

On May 22, October 30, 2025, the Company granted a total of 3,320,000 1,445,469 stock options to directors, officers, and consultants of the Company. The stock options are exercisable at a price of US$0.10 $0.25 per share until May 22, October 30, 2030.

On November 19, 2025, the Company held its Annual General Meeting. All resolutions were passed, including the re-appointment of Davidson & Company LLP, Chartered Professional Accountants, as auditor until the next annual meeting, and approval of the Corporation's long-term incentive plan. Daniel Oliver was appointed Chairman of the Board.

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. The stock options are exercisable at a price of $0.18 per share until November 20, 2030. 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.

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. Mr. Watkinson has also been appointed as a Director of the Company. Mr. Watkinson replaced Joseph Mullin as President, CEO and Director. Mr. Mullin resigned from his positions with the Company on November 20, 2025, in order to pursue other opportunities.

On January 5, 2026, the Company, pursuant to an employment agreement, granted 250,000 RSUs to its CEO. The RSUs were exercised and converted to common stock of the Company.

On April 1, 2026, the Company, pursuant to an employment agreement, granted 62,500 RSUs to its CEO. The RSUs were exercised and converted to common stock of the Company.

On July 1, 2026, the Company, pursuant to an employment agreement, granted 62,500 RSUs to its CEO. The RSUs were exercised and converted to common stock of the Company.

On October 1, 2026, , subsequent to year end, the Company, pursuant to an employment agreement, granted 62,500 RSUs to its CEO. The RSUs were exercised and converted to common stock of the Company.

As at July 31, 2025, 2026, the Company had a cash balance of $2,783,348, $6,984,508, compared to a cash balance of $243,669 $2,783,348 as of July 31, 2024. 2025.

During the prior year ended July 31, 2024, from August 1, 2023, to and until September 23, 2023, the Company had one full-time employee, which was the former Chief Executive Officer and President, who now serves as an advisor to the Company. Benjamin Mossman. Our current former Chief Executive Officer and President, provides Joseph Mullin, provided services pursuant to a consulting agreement. As of November 20, 2025, our new Chief Executive Officer and President, David Watkinson, is an employee of the Company. Other officers and directors provide services to us on an as-needed basis. 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.

Risk factors 41 changes

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In recent years, global financial conditions have been characterized by increased volatility which has impacted many industries, including the mining industry. Global financial conditions are subject to sudden and rapid destabilization in response to current and future events, as governmental authorities may have limited resources to respond to such events. Global capital markets continue to experience increased volatility in response to global events such as the significant increase in the rate of inflation in recent years, and the effects of certain countermeasures taken by central banks including increased interest rates. Future economic crises may be precipitated by any number of causes, including natural disasters, epidemics (such as the COVID-19 COVID 19 virus pandemic), geopolitical instability and war (such as the Russian invasion of Ukraine, the Israel Palestine conflict and the Israel-Palestine Israel/U.S. conflict with Iran), the failure of financial institutions, terrorism, material changes in the price of oil, the volatility of metal prices, and the volatility of global financial markets. Continued increased levels of volatility or a sudden or rapid destabilization of global economic conditions could negatively impact our ability to obtain equity or debt financing or to make other suitable arrangements to finance our Idaho-Maryland Idaho Maryland Mine Project which, in turn, could have a material adverse effect on our operations and financial condition

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In addition, the Company we may incur significant legal costs going forward should it decide as we seek to litigate in pursuit of protecting its protect our property rights under both California state and U.S. federal laws, law, including asserting its our 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 us. See also the Company. risks described under "Risks Related to Mining and Exploration - There is no assurance that we will be successful in our efforts to establish, through litigation, that mining operations on the I-M Mine Property are a Constitutionally protected vested use and that a use permit is not required for mining operations to continue".

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Our inability to access sufficient capital for our operations could have a material adverse effect on our financial condition, results of operations, or and prospects. Sales of substantial amounts of securities may have a highly dilutive effect on our ownership or share structure. Sales of a large number of shares of our Common Stock in the public markets, or the potential for such sales, could decrease the trading price of those shares and could impair our ability to raise capital through future sales of Common Stock. We have not yet commenced commercial production at any of our properties and, therefore, have not generated positive cash flows to date and have no reasonable prospects of doing so unless successful commercial production can be achieved at our I-M Mine Property. We expect to continue to incur negative investing and operating cash flows until such time, as if ever, that we are able to enter into successful commercial production. This will require us to deploy our working capital to fund such negative cash flow and to seek additional sources of financing. There is no assurance that any such financing sources will be available or sufficient to meet our requirements. There is no assurance that we will be able to continue to raise equity capital or to secure additional debt financing, or that we will not continue to incur losses

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Since our inception, we have had no revenue from operations. We have no history of producing products from any of our properties. Our Idaho-Maryland I M Mine Project is a historic, past-producing past producing mine which, apart from the exploration work that we have completed since 2016, has had very little recent exploration work since 1956. We would require further exploration work in order to reach the development stage. Advancing our I-M Mine Property into the development stage will require significant capital and time, and successful commercial production from the I-M Mine Property will be subject to completing feasibility studies, permitting and recommissioning of the mine, constructing processing plants, and other related works and infrastructure. As a result, we are subject to all of the risks associated with developing and establishing new mining operations and business enterprises including:

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$4,249,888 for the year ended July 31, 2026

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$3,464,127 for the year ended July 31, 2022

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Increasing attention to environmental, social, and governance (ESG) matters may impact our business.

We have entered into agreements with third parties for hardware, software, telecommunications and other information technology ("IT") services in connection with our operations. Our operations depend, in part, on how well we and our suppliers protect networks, equipment, IT systems and software against damage from a number of threats, including, but not limited to, cable cuts, natural disasters, terrorism, fire, power loss, hacking, phishing schemes, computer viruses, vandalism, fraud and theft. Our operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as preemptive interventions and expenditures to mitigate the risks of failures and other IT system disruptions. Any of these and other events could result in information systems failures, delays and increases in capital expenses and which would negatively impact the Company's our ability to operate. The failure of any part of our information systems could, depending on the nature and degree of any such failure, adversely impact our reputation and results of operations. Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cybersecurity and the continued development and enhancement of controls, processes and practices designed to protect our systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Although the Trump Administration has shifted the focus of the U.S. government away from environmental, social, and governance (ESG) matters, continuing efforts to address such matters may negatively impact our business.

Increasing While the current Trump Administration has sought to scale back and dismantle federal ESG policies and regulations, ongoing attention to ESG matters, including those related to climate change and sustainability, and increasing societal, and investor and legislative pressure pressures on companies to address ESG matters may result in increased costs, increased investigations and litigation or threats thereof, negative impacts on our stock price and access to capital markets, and damage to our reputation. Increasing attention to climate change, for example, may result in additional governmental investigations and private litigation, or threats thereof, against our company. In addition, some organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters, including climate change and climate-related climate related risks. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings may lead to negative investor sentiment toward our company and to the diversion of investment to other industries, which could have a negative impact on our stock price and our access to and costs of capital. Additionally, evolving expectations on various ESG matters, including biodiversity, waste, and water, may increase costs, require changes in how we operate and lead to negative stakeholder sentiment.

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A mineral reserve is defined in subpart 1300 of Regulation S-K S K under the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act ("Subpart 1300") as an estimate of tonnage and grade or quality of "indicated mineral resources" and "measured mineral resources" (as those terms are defined in Subpart 1300) that, in the opinion of a "qualified person" (as defined in Subpart 1300), can be the basis of an economically viable project. In general, the probability of any individual prospect having a "reserve" that meets the requirements of Subpart 1300 is small, and our mineral properties may not contain any "reserves" and any funds that we spend on exploration could be lost. Even if we do eventually discover a mineral reserve on one or more of our properties, there can be no assurance that they our properties can be developed into producing mines and or that we can extract those minerals. Both mineral exploration and mineral development involve a high degree of risk, and few mineral properties that are explored are ultimately developed into producing mines.

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Exploration for and the production of minerals is highly speculative and involves greater risk than many other businesses. Most exploration programs do not result in mineralization that may be is of sufficient quantity or and quality to be profitably mined. Our operations are, and any future development or mining operations we may conduct will be, subject to all of the operating hazards and risks normally incidental to exploring for and development of developing mineral properties, such as, but not limited to:

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The price of commodities varies daily. Our future revenues, if any, will likely be derived from the extraction and sale of base and precious metals. The price of those commodities has fluctuated widely, particularly in recent years, and is affected by numerous factors beyond our control, including economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global and regional consumptive patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of base and precious metals, and therefore the economic viability of our business, could negatively affect our ability to secure financing or and could negatively affect our results of operations.

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Our exploration and future mining operations, if any, are and would be faced with risks associated with being able to accurately predict the quantity and quality of mineralized material and resources/reserves within the earth using statistical sampling techniques. Estimates of any mineralized material or resource/reserve on any of our properties would be made using samples obtained from appropriately placed trenches, test pits, underground workings, and intelligently designed drilling. There is an inherent variability of assays between check and duplicate samples taken adjacent to each other and between sampling points that cannot be reasonably eliminated. Additionally, there also may be unknown geologic details that have not been identified or correctly appreciated at the current level of accumulated knowledge about our properties. This could result in uncertainties that cannot be reasonably be eliminated from the process of estimating mineralized material and resources/reserves. If these such estimates were to prove proved to be unreliable, we could implement an exploitation any plan that implemented to exploit the mineralization based on those estimates may not lead to commercially viable operations. in the future.

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Our long-term long term success depends on our ability to identify mineral deposits on our I-M Mine Property and other properties we may acquire, if any, that we can then develop into commercially viable mining operations. Mineral exploration is highly speculative, in nature, involves many risks, and is frequently non-productive. These risks include unusual or unexpected geologic formations and the inability to obtain suitable or adequate machinery, equipment, or labor. The success of commodity exploration is determined in part by the following factors:

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We believe that mining operations on the I-M Mine Property are a vested use, protected under the California and federal Constitutions, and that a use permit is not required for mining operations to continue. The Company owns the I-M Mine Property, consisting of 109 acres of surface land and a 2,560 acre mineral estate, located in the County. Before the I-M Mine Property was consolidated into its current configuration in 1941, it existed as multiple historical mines and operations. The Company also has the option of repurchasing the 66 acres of land sold in November 2024 and May 2025, should the Company get all the approvals needed to perform mining operations.

For the vested right to be recognized by the County, the Company needs to demonstrate that mine operations were being conducted both before and immediately after the County first required a permit to mine in 1954. The Petition and its exhibits are replete with historical evidence that mining was conducted at the I-M Mine Property prior to, during, and after 1954, when the County first required a use permit.

Once vested, this right to mine endures unless it is abandoned, which the Company contends has not occurred. Abandonment only occurs if two conditions are met: (1) there is evidence of a property owner's actual intent to abandon the vested mining right; and (2) an overt act (or failure to act) demonstrating such intent. The California Supreme Court has held that a vested mining right is not abandoned merely because the mine has been inactive for periods of time, and the Court has found that cessation of use alone does not constitute abandonment of a mine. The evidence set out in the Petition establishes the various previous owners evidenced their intent to retain the vested right to mine by continuously recording mineral reservations, entering into leases, and making plans for resuming mining in the future, even when mining operations were suspended. There is no evidence that any owner of the I-M Mine Property intended to abandon the vested mining right or took an overt act demonstrating that intent (let alone both). We are subject to the vested rights being confirmed by the County. On September 6, 2023, the Company submitted a Petition to the County asserting its vested right to mine at the I-M Mine Property. The Board of Supervisors held a public hearing regarding the Company's Petition on December 13 and 14, 2023. The Board of Supervisors denied recognition of the Company's assertion of its vested right. There is no assurance that the Courts to which we propose to appeal this determination will recognize the Company's rights.

As previously applied by the Company, under the Use Permit process, the Company's Our proposed operations, including exploration and, if warranted, development and operation of the I-M Mine Property, require permits from governmental authorities and will be governed by laws and regulations, including:

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Companies engaged in exploration and mining activities often experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations, and permits. Failure to comply with applicable laws, regulations, and permits may result in enforcement actions, including the forfeiture of mineral claims or other mineral tenures, orders issued by regulatory or judicial authorities requiring operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or costly remedial actions. We cannot predict if all permits that we may require for continued exploration, development, or construction of mining facilities and the conduct of mining operations will be obtainable on reasonable terms, if at all. Costs related to applying for and obtaining permits and licenses may be prohibitive and could delay our planned exploration and development activities. We may be required to compensate those suffering loss or damage by reason of our mineral exploration or our mining activities, if any, and may have civil or criminal fines or penalties imposed for violations of, or our failure to comply with, such laws, regulations, and permits.

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On November 21, 2019, the Company submitted an application for a Use Permit to the County. On April 28, 2020, with a vote of 5-0, the Board of Supervisors approved the contract for Raney to prepare an EIR and conduct contract planning services on behalf of the County for the proposed Idaho-Maryland Mine Project. The Planning Commission held a public hearing on May 10 and May 11, 2023 to consider the FEIR. At the conclusion of the public hearing, the Planning Commission recommended to the Board of Supervisors that the FEIR not be certified and that the Use Permit be denied.

On February 20, 2024, the Company announced that the Nevada County Board of Supervisors adopted a resolution in a public hearing on February 16, 2024 (the "Hearing"), denying the Company's application for a Use Permit to allow the re-opening of the Idaho Maryland Gold Mine and not certifying the Final Environmental Impact Report.

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. Approval of a Use Permit for mining operations requires a public hearing before the County Planning Commission. whose decision may be appealed The Planning Commission makes recommendations to the Board of Supervisors, which in turn requires a public hearing. The Board of Supervisors ultimately makes the decision as to whether to approve or not approve the Use Permit. The Use Permit approvals include conditions of approval, which are designed to minimize the impact of conditional uses on neighboring properties.

The Use Permit application proposes submitted by Rise in 2019 proposed underground mining to recommence at the I-M Mine Property at an average throughput of 1,000 tons per day. 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. A second service shaft would be constructed by raising from underground to provide for the conveyance of personnel, materials, and equipment. Processing would be done by gravity and flotation to produce gravity and flotation gold concentrates.

We propose proposed to produce barren rock from underground tunneling 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. 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. There is no assurance our a Use Permit application will be accepted as submitted If substantial revisions are required, our ability to execute our business plan will be further delayed. or approved.

In 1975, the California Legislature enacted the Surface Mining and Reclamation Act ("SMARA"), which required that all surface mining operations in California have approved reclamation plans and financial assurances. SMARA was adopted to ensure that land used for mining operations in California would be reclaimed post-mining to a useable condition. Pursuant to SMARA, we would be required to obtain approval of a Reclamation Plan from and provide financial assurances to the County for any surface component of the underground mining operation before mining operations could commence. Approval of a Reclamation Plan will require a public hearing hearings before the Planning Commission and Board of Supervisors.

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In this situation, the lead agency for the purposes of CEQA would be the County. Other public agencies in charge of administering specific legislation will also need to approve aspects of the Project, such as the CDFW (the California Endangered Species Act), the Air Pollution Control District (Authority to Construct and Permit to Operate), and the Regional Water Quality Control Board (National Pollutant Discharge Elimination System (authorized to state governments by the US Environmental Protection Agency) and Report of Waste Discharge). However, CEQA's Guidelines provide that if more than one agency must act on a project, the agency that acts first is generally considered the lead agency under CEQA. All other agencies are considered "responsible agencies." Responsible agencies do need to consider the environmental document approved by the lead agency, but they will usually accept the lead agency's document and use it as the basis for issuing their own permits. There is no assurance that other agencies will not require additional assessments in their decision-making process. If such assessments are required, additional time and costs will delay the execution of, and may even require us to re-evaluate the feasibility of, our business plan.

On November 21, 2019, we submitted an application for a Use Permit to the County. On April 28, 2020, with a vote of 5-0, the Nevada County Board of Supervisors (the " Board of Supervisors ") approved the contract for Raney to prepare an environmental impact report and conduct contract planning services on behalf of the County for the proposed I-M Mine Project. The Planning Commission held a public hearing on May 10 and May 11, 2023, to consider the final environmental impact report (" FEIR "). At the conclusion of the public hearing, the Planning Commission recommended to the Board of Supervisors that the FEIR not be certified and that the Use Permit be denied.

On September 6, 2023, the Company submitted a Petition to the County asserting its vested right to mine at the I-M Mine Property. The Board of Supervisors held a public hearing regarding the Company's Petition on December 13 and 14, 2023. The Board of Supervisors denied recognition of the Company's assertion of its vested right.

On February 20, 2024, we announced that the Board of Supervisors adopted a resolution in a public hearing on February 16, 2024, denying our application for a Use Permit to allow the reopening of the I-M Mine and not certifying the FEIR.

On May 13, 2024, the Company submitted a Writ of Mandamus (the " Writ "), asking the Superior Court of California for the County of Nevada (the " Court ") to compel the Board of Supervisors to follow applicable law and grant us recognition of our vested right to operate the I-M Mine. We filed our initial brief in support of the Writ on September 6, 2025. The County replied on November 18, 2025, and oral arguments were held on March 9, 2026.

Rise has been compelled to take court action to assert its rights to re-open the I-M Mine. 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. On September 4, 2026, the Company appealed the Court's ruling in Superior Court in California. 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. The remedy for an unconstitutional taking is the payment of just compensation, which is the fair market value of the property taken. 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. There can be no guarantee that the Company's legal actions will be successful

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All phases of our operations are subject to environmental regulation in the jurisdictions in which we operate. Environmental legislation is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors, and employees. These laws address emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species, and reclamation of lands disturbed by mining operations. Compliance with environmental laws and regulations, and future changes in these laws and regulations, may require significant capital outlays and may cause material changes or delays in our operations and future activities. It is possible that future changes in these laws or regulations could have a significant adverse impact on our properties or some portion of our business, causing us to reevaluate those activities at that time.

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A number of governments or governmental bodies have introduced or are contemplating legislative and/or regulatory changes in response to concerns about the potential impact of climate change. Legislation and increased regulation regarding climate change could impose significant costs on us, on our future venture partners, if any, and on our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting, and other costs necessary to comply with such regulations. Many governments and other stakeholders have been seeking enhanced disclosure and moving to enact climate change legislation and treaties at the international, national, state, provincial and local levels.

A number of governments or governmental bodies have introduced or are contemplating legislative and/or regulatory changes in response to concerns about the potential impact of climate change. Legislation and increased regulation regarding climate change could impose significant costs on us, on our future venture partners, if any, and on our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting, and other costs necessary to comply with such regulations. Many governments and other stakeholders are seeking enhanced disclosure and are moving to enact climate change legislation and treaties at the international, national, state, provincial and local levels. In the United States, the U.S. Securities and Exchange Commission (the "SEC") has proposed climate-related disclosure rules: "The Enhancement and Standardization of Climate-Related Disclosures for Investors ". In Canada, the Canadian Securities Administrators have proposed their own climate-related disclosure rules in National Instrument 51-107 - Disclosure of Climate-related Matters. The International Sustainability Standards Board has two proposed international standards for disclosure ("General Requirements for Disclosure of Sustainability Related Information" and "Climate Related Disclosures") which were developed to provide a global baseline of financial reporting disclosure rules for reporting environmental, social and governance (ESG) related issues. Any adopted future climate change regulations and our obligations to report on them could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Given the emotional and political significance and uncertainty surrounding the impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation will ultimately affect our financial condition, operating performance, and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation. The potential physical impacts of climate change on our operations are highly uncertain, could be particular to the geographic circumstances in areas in which we operate and may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels, and changing temperatures. Extreme weather events, such as forest fires, severe storms. floods, drought or more extreme temperatures, all of which may be more frequent and more extreme due to climate change, may affect our operations. Our operations could be adversely affected in various ways, including through damage to our facilities or from increased costs for insurance. Such extreme weather events can also lead to community evacuations, temporary labour shortages, and delays in receiving critical supplies. Water will be a key resource for our operations and inadequate water management and stewardship could have a material adverse effect on our company and our operations. While certain aspects relating to water management are within our ability to control, extreme weather events, resulting in too much or too little water, can negatively impact our water management practices. The effects of climate change may adversely impact the cost, production, and financial performance of our operations.

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Our properties are currently all located in the United States and, while most costs associated with these properties are paid in U.S. dollars, a significant amount some of our administrative expenses are payable in Canadian dollars. There can be significant swings in the exchange rate between the U.S. dollar and the Canadian dollar. There are no plans at this time to hedge against any exchange rate fluctuations in currencies.

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In addition to volatility associated with equity securities in general, the value of your investment could decline due to the impact of any of a wide variety of factors, including the following, factors upon the market price of our common stock: the Shares:

Delays in or disappointing results from our efforts to establish, through litigation, that mining operations on the I-M Mine Property are a Constitutionally protected vested use and that a use permit is therefore not required for mining operations to continue;

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Our Common Stock is currently listed for trading on the CSE, a securities exchange in Canada, and quoted on the OTCQB, an inter-dealer trading market in the United States. In order to maintain the listing on the CSE or any other securities exchange we may trade on, we must maintain certain financial and share distribution targets, including maintaining a minimum number of public shareholders. In addition to objective standards, these exchanges may delist the securities of any issuer if, in the exchange's opinion, our financial condition and/or operating results appear unsatisfactory; if it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to make continued listing inadvisable; if we sell or dispose of our principal operating assets or cease to be an operating company; if we fail to comply with the listing requirements; or if any other event occurs or any condition exists which, in their opinion, makes continued listing on the exchange inadvisable.

If the CSE or any other exchange or market were to delist the Common Stock, investors may face material adverse consequences, including, but not limited to, a lack of trading market for the Common Stock, reduced liquidity, decreased analyst coverage, and/or an inability for us to obtain additional financing to fund our operations.

Quotation of our Common Stock on the OTCQB provides us with a trading platform in the United States. In order to continue to qualify to trade on the OTCQB, we must continue to meet the criteria set out in the OTCQB Standards, which include meeting ongoing disclosure obligations and financial standards. In the event we no longer qualified to trade on the OTCQB, we would have to seek qualification on the new OTCID market tier of the OTC Markets to continue to provide investors with a trading platform in the United States.

Cybersecurity 3 changes

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One of the key functions of our Board of Directors is informed oversight of our risk management process, including risks from cybersecurity threats.

One of the key functions of our Board of Directors is informed oversight of our risk management process, including risks from cybersecurity threats. Our Board is responsible for monitoring and assessing strategic risk exposure, and management is responsible for the day-to-day management of any material risks that may arise. We do not believe that there are currently any known risks from cybersecurity threats that are reasonably likely to materially affect us or our business strategy, results of operations, or financial condition.

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As of July 31, 2025, 2026, we have not identified an indication of a cybersecurity incident that would have a material impact on our business and consolidated financial statements. For further discussion of cybersecurity risks, please refer to Item 1A. Risk Factors.

Properties 16 changes

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During the fiscal year ended July 31, 2025, the certain loans from (see Note 10 of Item 8 below for Eridanus and Myrmikan loans) were registered against the property by a Deed of Trust filed with the Nevada County Recorder. In May 2025, the loans were fully repaid and there are no further interests registered against the title of the surface rights.

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During the fiscal year ended July 31, 2025, the certain loans from Eridanus and Myrmikan were registered against the property by a Deed of Trust filed with the Nevada County Recorder (see note 10 of Item 8 below for Eridanus and Myrmikan loans). In May 2025, the loans were fully repaid and there are no other known interests registered against or obligations required of the mineral rights of the I-M Mine Property.

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There is no detailed information describing sample preparation, analysis and security procedures applied by mine operators prior to 2002. The historical samples were reportedly fire-assayed at former mine site laboratories. No records exist of any QA/QC program.

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Emgold sample preparation, analysis and security procedures for core collected by Emgold are described in a 2009 Technical Report prepared by Robert Pease, P.G., for Emgold titled "Idaho-Maryland Mine Project, Grass Valley CA". Three-foot core samples were cut in half by a wet saw. The half core samples were put in a sample bag, tagged, and shipped to a laboratory. All samples were crushed to 80% passing -10 mesh, rotary split to a 500 g subsample which was pulverized to 95% passing -150 mesh. All samples were analyzed using screened metallics fire assay methods. The QAQC program used Standard Reference Materials, blank samples, coarse reject and pulp duplicate samples, and third-party laboratory check assays. Insertion rate of SRMs and duplicates was approximately 1 in 20 samples. Blanks were only inserted immediately following mineralized intervals. The control samples were reportedly used to successfully control the assay quality process.

Historical Data Verification

Although Rise has carefully digitized and checked the locations and values of drill hole results from level plans and other documents, the absence of drill hole related documentation, such as drill logs, drill hole deviation, core recovery and density measurements, assay certificates, and possible channel sample grade biases, could materially impact the accuracy and reliability of the reported results.

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Rise Exploration (2017 Through 2019)

Rise has completed an exploration drilling program on the I-M Mine Property in June of 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, & I-19-14A. Total drilling completed to July 31, 2019, by Rise Gold is ~20,584 meters. Assay results for all drill holes have been released as of July 31, 2019.

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Drill Intercept Highlights Released to July 30th 2019

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Sampling, Analysis and Data Verification (2017 through 2019 Drill Program)

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There is no detailed information describing sample preparation, analysis and security procedures applied by mine operators prior to 2002. The historical samples were reportedly fire-assayed at former mine site laboratories. No records exist of any QA/QC program.

Emgold sample preparation, analysis and security procedures for core collected by Emgold are described in a 2009 Technical Report prepared by Robert Pease, P.G., for Emgold titled "Idaho-Maryland Mine Project, Grass Valley CA". Three-foot core samples were cut in half by a wet saw. The half core samples were put in a sample bag, tagged, and shipped to a laboratory. All samples were crushed to 80% passing -10 mesh, rotary split to a 500 g subsample which was pulverized to 95% passing -150 mesh. All samples were analyzed using screened metallics fire assay methods. The QAQC program used Standard Reference Materials, blank samples, coarse reject and pulp duplicate samples, and third-party laboratory check assays. Insertion rate of SRMs and duplicates was approximately 1 in 20 samples. Blanks were only inserted immediately following mineralized intervals. The control samples were reportedly used to successfully control the assay quality process.

Historical Data Verification

Although Rise has carefully digitized and checked the locations and values of drill hole results from level plans and other documents, the absence of drill hole related documentation, such as drill logs, drill hole deviation, core recovery and density measurements, assay certificates, and possible channel sample grade biases, could materially impact the accuracy and reliability of the reported results.

Rise 2026 Exploration Program

In July 2026, the Company commenced a tungsten and gold exploration drilling program at the I-M Mine Property. 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. The Company plans to drill eight core holes totaling approximately 11,400 feet of drilling from two locations. Targets in the Union Hill workings include the Lucky-Cambridge, Greek-Tungsten, Union Hill, Georgia, and Gold Blossom veins. In the Brunswick workings, the targets are the 19, 45, 46, and 47 veins. The drilling program continues as of the date of this 10-K.

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Legal proceedings 1 change

None other than the vested right dispute with the Nevada County and citizen suit with the CEA, which are discussed in the above sections of this 10-K.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 1 change

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Other than as disclosed in previous quarterly reports on Form 10-Q and current reports on Form 8-K, we have not offered and sold any equity securities that were not registered under the Securities Act during the fiscal year ended July 31, 2025. 2026.

MD&A 33 changes

The following discussion provides information regarding the results of operations for the years ended July 31, 2025 2026 and 2024 2025 and our financial condition, liquidity and capital resources as of July 31, 2025 2026 and July 31, 2024. 2025.

The following discussion and analysis should be read in conjunction with the information set forth in our audited financial statements and the notes thereto as of and for the years ended July 31, 2025 2026 and July 31, 2024. 2025.

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For the Years Ended July 31, 2025 2026 and 2024 2025

Our operating results for the years ended July 31, 2025 2026 and 2024 2025 are summarized as follows:

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Accretion expense (Note 10 and 12) 11)

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Interest expense (Note 10 and 12) 11)

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Gain on fair value adjustment on derivative liability (Note 11)

Share-based compensation (Note 13) 12)

Impairment of deferred financing asset (Note 11)

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Loss on sale of assets (Note 7)

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Loss on sale of assets (Note 7)

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Write-off of receivable

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Decrease in mineral exploration costs to $96,520 (2024 - $808,832) related to activities surrounding the Vested Rights and Use Permit application and hearings;

Decrease in consulting and professional fees to $221,925 and $549,923 respectively (2024 - $310,718 and $1,000,394, respectively) as the Company incurred fewer advisory fees in 2025 compared to 2024 when the Company reviewed its litigation options relating to its Vested Rights;

For the notes referenced above, please see our audited financial statements and the notes for the years ended July 31, 2025 2026 and July 31, 2024, 2025, included below under Item 8.

Our operating expenses decreased increased during the year ended July 31, 2025 2026 compared to the prior year primarily as a result of decreased increased activities by our Company and higher budget. These activities include mineral exploration, consulting, filing and regulatory, general and administrative, and professional fees driven by the need for expenses related to Vested Rights and Use Permit application applications and hearings. while lowering consulting costs relating to planning and researching our mineral properties, along with activities relating to raising funds in the recent private placements.

As a result of the ongoing activities, significant expenses during the year ended July 31, 2025 2026 include:

Increase in mineral exploration costs to $1,007,029 (2025 - $96,520) of which $601,102 related to the preparation and commencement of the 2026 drilling program;

Increase in share-based payments to $697,122 (2024 $1,083,726 (2025 - $345,507) $697,122) for the grant of options, restricted share units, and deferred share units pursuant to our stock option long term incentive plan to incentivize management and certain consultants;

Increase of professional fees incurred to $1,636,655 (2025 - $549,923) related to the Vested Rights litigation and CEA dispute;

Increase in consulting fees to $304,244 (2025 - $221,925); Consulting fees include a termination payment of $161,700 made to the previous CEO.

Increase in salaries paid to $128,709 (2025 - $NIL), as of our current CEO is an employee of the Company (the previous CEO was providing services through a consulting agreement);

Other corporate costs including general and administrative expenses, director fees, regulatory, and shareholder relations costs have been generally consistent year over year.

Significant non-operating items for the fiscal year ended July 31, 2026, include gains on accounts payable settlements ($187,396) and other income of $288,137 (mainly from interest on short term liquid investments - $185,200 and interest on note receivable for $62,500)

Significant non-operating items for fiscal year ended July 31, 2025, include write down of the value of the drilling equipment (loss of $411,530), 2024 - $Nil); note receivable sold at a discount to generate cash (loss of $155,727), 2024 - $Nil); and an accounting loss recognized with the repayment of the loans in May 2025 on the value of the warrants recorded as loan issuance costs (loss of $312,939). 2024 - $Nil).

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As of July 31, 2025, the Company had $2,783,348 in cash, $2,980,679 in current assets, $4,442,507 in total assets, $1,050,421 in current liabilities and $1,179,422 in total liabilities, working capital surplus of $1,930,258 and an accumulated deficit of $33,494,975.

During the year ended July 31, 2025, the Company received cash of $2,990,936 (2024 - $ 1,898,596) from financing activities related to the private placements. Proceeds received from loans during the year ended July 31, 2025 were $500,000 (2024 - $Nil). The cash paid by the Company to settle the outstanding loans during the year ended July 31, 2025 was $2,394,570 (2024 - $200,000). Net cash flow received from financing activities was $1,096,366 during the year ended July 31, 2025 (2024 - $1,698,596).

As of July 31, 2026, the Company had $6,984,508 in cash and cash equivalents, $8,481,635 in current assets, $8,679,134 in total assets, $906,130 in current liabilities and $906,130 in total liabilities, working capital surplus of $7,575,505, and an accumulated deficit of $37,744,863.

During the year ended July 31, 2025, 2026, the Company used $1,169,386 $3,259,615 in net cash on operating activities, compared to $2,213,199 $1,169,386 in net cash used on operating activities during the prior year. The higher amount of net cash used in operating activities during the prior current year was due mainly to higher professional fees and associated costs related to the Use Permit and Vested Rights petition as well as 2026 drilling program related costs.

During the year ended July 31, 2025, 2026, the Company received net cash of $2,612,699 (2024 - $Nil from investing activities. of During the prior year, the Company (i.e. sale generated net cash of $2,612,699 from sales of parcels of land.

During the year ended July 31, 2026, the Company received cash of $6,976,437 (2025 - $ 2,990,936) from financing activities related to the private placements. Stock options and warrant exercises added $663,614, respectively $48,822 to treasury during the year ended July 31, 2026 ($Nil in 2025). During the year ended July 31, 2026, the Company paid $228,098 to close a line of credit facility. During the year ended July 31, 2025, the Company had a $500,000 cash intake from a loan and cash outflow of $2,394,570 related to repayments of outstanding loans.

The Company expects to operate at a loss for at least the next 12 months, generating no revenues while continuing its drilling program and the I-M Mine vested rights litigation. On October 24, 2025, the Company raised $7,000,000 through issuance of securities. Based on current working capital at year end, and subsequent equity financing of $7,000,000, available, management estimates that it does have sufficient funds to continue as a going concern. 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 long term. 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.

For an update on litigation efforts and results during the fiscal year ended July 31, 2026, please see Item 1 of this 10K report.

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Financial statements 43 changes

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FOR THE YEAR ENDED JULY 31, 2025 2026

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We have audited the accompanying consolidated balance sheets of Rise Gold Corp. (the "Company") ), as of July 31, 2025 2026 and 2024, 2025, and the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows for the years ended July 31, 2025, 2026 and 2024, 2025, and the related notes and schedules (collectively referred to as the "financial statements"). ). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Rise Gold Corp. the Company as of July 31, 2025 2026 and 2024, 2025, and the results of its operations and its cash flows for the years ended July 31, 2025, 2026 and 2024, 2025, in conformity with accounting principles generally accepted in the United States of America.

These consolidated financial statements are the responsibility of the Company s Company's management. Our responsibility is to express an opinion on the Company s consolidated these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ( ("PCAOB") ) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company s entity's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatements misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

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The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

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Note receivable (Note 6)

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Deferred financing assset (Note 12)

Deferred financing asset (Note 11)

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Loan payable (Note 10)

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Credit facility (Note 12) 11)

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92,370,467 (July 31, 2024 - 55,785,106 ) shares issued and outstanding (Note 13)

127,606,337 shares issued and outstanding at July 31, 2026 (Note 12)

Additional paid-in capital (Note 13) 12)

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Subsequent events (Note 17) 16)

Approved and authorized by the Board on October 27, 2025 29, 2026

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Accretion expense (Note 10 and 12) 11)

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Interest expense (Note 10 and 12) 11)

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Gain on fair value adjustment on derivative liability (Note 11)

Share-based compensation (Note 13) 12)

Impairment of deferred financing asset (Note 11)

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Loss on sale of assets (Note 7)

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Loss on sale of assets (Note 7)

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Write-off of receivable

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Loss (gain) on fair value adjustment on derivative liability ( 140,015

Legal expenses added to line of credit facility

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Impairment of deferred financing asset

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Deposit Deposits for assets held for sale

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Proceeds from stock options exercise

Proceeds from warrants exercise

Line of credit repayment

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Supplemental disclosure with respect to cash flows (Note 15) 14)

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Balance as at July 31, 2023

Shares issued for cash, net of issuance cost

Warrants issued for credit facility

Share-based compensation

5 unchanged paragraphs

Shares issued for cash, net of issuance cost

Shares issued from stock options exercise

Shares issued from RSU exercise

Shares issued from DSU exercise

Shares issued from warrant exercise

Share-based compensation

Balance as at July 31, 2026

2 unchanged paragraphs

Note 1: NATURE AND CONTINUANCE OF OPERATIONS 3 changes

Rise Gold Corp. (the "Company") or "Rise") was originally incorporated as Atlantic Resources Inc. in the State of Nevada on February 9, 2007, and is in the an exploration stage company. On April 11, 2012, the Company merged with its wholly-owned 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 March 29, 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.

2 unchanged paragraphs

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 $ 3,260,358 4,249,888 for the year ended July 31, 2025 2026 and has accumulated a deficit of $ 33,494,975 37,744,863 . The ability of the Company to continue as a going concern is dependent on the Company s Company's 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. Based on working capital at year end, and subsequent equity financing of $ 7,000,000 , July 31, 2026, management estimates that it does have sufficient funds to continue operations for the ensuing 12 months from the issuance date of these financial statements.

At July 31, 2025, 2026, the Company had working capital surplus of $ 1,930,258 (2024 7,575,505 (July 31, 2025 - working capital deficit surplus of $ 1,766,960 1,930,258 ).

Note 2: BASIS OF PREPARATION 1 change

1 unchanged paragraph

These consolidated financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America ( U.S. GAAP ) for financial information and with the instructions to Form 10-K and Regulation S-K. the applicable SEC rules regarding financial reporting.

1 unchanged paragraph

Note 2: BASIS OF PREPARATION (continued) 1 change

6 unchanged paragraphs

The Company and its wholly owned subsidiary, Rise Grass Valley Inc. functional and reporting currency is the United States dollar. Transactions in currencies other than the functional currency of the Company are initially translated into the functional currency by applying the exchange rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate prevailing at the date of the statement of financial position. balance sheets. Non-monetary assets and liabilities are translated at historical exchange rates, unless the item is carried at fair value, in which case it will be translated at the exchange rate in effect at the date when the fair value was determined. Resulting foreign exchange gains and losses are recognized in income or loss.

1 unchanged paragraph

Note 3: SIGNIFICANT ACCOUNTING POLICIES 2 changes

Derivative liability

Derivatives are initially recognized at the fair value on the date the derivative contract is entered into and transaction costs are expensed. The Company's derivatives are subsequently re-measured at their fair value at each balance sheet date with changes in fair value recognized in profit or loss. As the exercise price of the Company's warrants are in Canadian Dollars, and the functional currency of the Company is the United States Dollar, these warrants are considered a derivative as a variable amount of cash in the Company's functional currency will be received upon exercise.

8 unchanged paragraphs

Note 3: SIGNIFICANT ACCOUNTING POLICIES (continued) 3 changes

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, 2025, 8,740,371 2026, 7,293,970 outstanding options, 365,854 outstanding deferred share units, and 31,679,931 74,640,162 outstanding warrants were excluded from the diluted calculation. In reporting periods when a loss is incurred, potential issuance of shares would be anti-dilutive and, therefore, basic and diluted loss per share are the same.

1 unchanged paragraph

The Company's financial instruments consist of cash, receivables, note receivable, accounts payable and accrued liabilities, credit facility, loan payable and payable to related parties. It is management's 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.

8 unchanged paragraphs

Cash and cash equivalents is considered level 1 and classified as cash on hand and held at banks. The derivative liability is recognized at fair value using level 2 inputs as the fair value of derivatives was determined using a Black-Scholes option pricing formula .

1 unchanged paragraph

Note 4: CASH AND CASH EQUIVALENTS 1 change

As at July 31, 2025, 2026, the balance of cash and cash equivalents is $ 2,783,348 6,984,508 (July 31, 2024: 2025- $ 243,669 2,783,348 ) of which $ Nil 6,610,172 (July 31, 2024: 2025- $ Nil ) is cash equivalents related to Guaranteed Investment Certificates (GICs) U.S Treasury Bills held during the at year end.

Note 6: MINERAL PROPERTY INTERESTS 4 changes

2 unchanged paragraphs

July 31, 2024 and 2023

1 unchanged paragraph

July 31, 2025 and July 31, 2026

1 unchanged paragraph

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, 2025, 2026, the Company holds title to the Idaho-Maryland Gold Mine Property.

As of July 31, 2025, 2026, the management does not consider that there are events or changes in circumstances to indicate that the carrying amount of the asset group may not be recoverable. 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.

3 unchanged paragraphs

Note 6: MINERAL PROPERTY INTERESTS (continued) 3 changes

3 unchanged paragraphs

At July 31, 2025 2026 the following is the continuity of the $ 1,250,000 note receivable:

3 unchanged paragraphs

Interest income earned to July 31, 2026

Balance at July 31, 2026

1 unchanged paragraph

Note 8: CONTINGENCY 2 changes

1 unchanged paragraph

(An Exploration Stage Company)

In September 2024, the Company received a notice from the Community Environmental Advocates Foundation ("CEA") of intent to file a citizen suit against the Company for alleged violations of the Clean Water Act. The Company was not served with a summons and complaint filed in the citizen suit, and the Company was dismissed. The citizen suit proceeds, however, against Rise Grass Valley, Inc., the subsidiary of the Company. 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. Trial on remaining issues in the lawsuit is scheduled for July 12, 2027. Litigation is ongoing. Rise Grass Valley, Inc. denies all allegations made in the citizen suit. Management has determined that no estimate of a loss event can be determined at this time in connection with the notice.

Note 9: RELATED PARTY TRANSACTIONS 9 changes

1 unchanged paragraph

a) Salaries of $ Nil (2024 - $ 89,296 ) to the previous CEO of the Company. Consulting fees of $ 132,000 and $ Nil (2024 - $ 113,649 and $ 88,487 ) to the CEO and an advisor of the Company.

h) A director of the Company is a manager of a private company which manages Eridanus Capital, LLC, a company that provided a secured loan to the Company's wholly owned subsidiary, Rise Grass Valley Inc. in 2019 (see note 10 (a) below for details). Myrmikan Gold Fund, LLC is another company controlled by a director of the Company that provided a loan to Rise Grass Valley Inc. in 2024 (see note 10 (b) below for details).

a) Salaries of $ 112,283 (2025 - $ Nil ) to the CEO of the Company. Consulting fees of $ 205,700 (2025 - $ 132,000 ) to the former CEO of the Company.

b) Directors' fees of $ 90,000 (2024 109,167 (2025 - $ 118,022 90,000 ) to directors of the Company.

c) During the year ended July 31, 2025, 2026, the Company paid $ 64,539 (2024 Nil (2025 - $ 132,421 64,539 ) in professional fees to a company controlled by a former director of the Company.

d) During the year ended July 31, 2025, 2026, the Company paid $ 53,474 (2024 76,712 (2025 - $ Nil 53,474 ) in professional fees to a company controlled by the CFO of the Company.

e) Share-based compensation of $ 685,983 (2024 1,015,789 (2025 - $ 338,692 685,983 ) for stock options, restricted share units and deferred shared units granted and vested during the year ended July 31, 2025. 2026.

f) As at July 31, 2025, 2026, $ 187,801 (2024 20,000 (2025 - $ 128,949 187,801 ) was owed to related parties.

g) During fiscal 2025, 2026, certain directors and officers of Rise, directly, through entities controlled by them, or through entities for which they exercise control or direction over investment decisions purchased an aggregate of 9,904,196 1,080,000 units of the private placement for gross proceeds of $ 812,144 (2024 270,000 (2025 - purchased 8,201,698 of 9,904,196 units for gross proceeds of $ 994,400 812,144 ).

1 unchanged paragraph

Note A: Eridanus loan 4 changes

2 unchanged paragraphs

Loss on settlement settlment of loan

Balance, July 31, 2025 and July 31, 2026

2 unchanged paragraphs

Accordingly, no gain or loss was recorded and a new effective interest rate of 32.67 % was established based on the carrying value of the debt and the revised cash flow. Each warrant entitles the holder to acquire one share at an exercise price of $ 0.60 for a period of two years from the date of issuance. The fair value of these warrants was calculated to be $ 154,218 which was netted against the loan payable balance.

In September 2024, the Company amended its debt agreement with Eridanus to extend an existing loan by one year to September 4, 2025, along with a reduction in interest rate to 15 % per annum for a period of 12 months commencing September 4, 2024. Given that the renegotiation of the debt resulted in a change of the present value of the cash flow of less than 10 %, the transaction has been recorded as a non-substantial debt modification for accounting purposes. The Company issued 1,700,000 share purchase warrants at an exercise price of US$ 0.115 to Eridanus as consideration for the extension. The share purchase warrants have a 4 year expiry period from the date of issuance. The fair value of these warrants was calculated to be $ 154,351 which was netted against the loan payable balance.

1 unchanged paragraph

Note A: Eridanus loan (continued) 2 changes

Accordingly, no gain or loss was recorded and a new effective interest rate of 32.67 % was established based on the carrying value of the debt and the revised cash flow. Each warrant entitles the holder to acquire one share at an exercise price of $ 0.60 for a period of two years from the date of issuance. The fair value of these warrants was calculated to be $ 154,218 which was netted against the loan payable balance.

In September 2024, the Company amended its debt agreement with Eridanus to extend an existing loan by one year to September 4, 2025, along with a reduction in interest rate to 15 % per annum for a period of 12 months commencing September 4, 2024. Given that the renegotiation of the debt resulted in a change of the present value of the cash flow of less than 10 %, the transaction has been recorded as a non-substantial debt modification for accounting purposes. The Company issued 1,700,000 share purchase warrants at an exercise price of US$ 0.115 to Eridanus as consideration for the extension. The share purchase warrants have a 4 year expiry period from the date of issuance. The fair value of these warrants was calculated to be $ 154,351 which was netted against the loan payable balance.

6 unchanged paragraphs

Note B: Myrmikan loan 4 changes

1 unchanged paragraph

Balance, July 31, 2024

Loss on settlement of loan

Balance, July 31, 2025

In May 2025, the Company repaid the entire balance of the Myrmikan loan.

1 unchanged paragraph

Note B: Myrmikan loan (continued) 4 changes

Balance, July 31, 2024

Loss on settlement of loan

Balance, July 31, 2025 and July 31, 2026

In May 2025, the Company repaid the entire balance of the Myrmikan loan.

5 unchanged paragraphs

Note 11: CREDIT FACILITY 18 changes

Balance, July 31, 2023

Balance, July 31, 2024

Reclassification to accounts payable

Balance, July 31, 2025

Deferred Financing Asset

Balance, July 31, 2023

Issuance costs 1,000,000 warrants

Allocation to credit facility

Balance, July 31, 2024

Allocation to credit facility

Balance, July 31, 2025

The following weighted average assumptions were used for the Black-Scholes pricing model valuation of warrants:

Risk-free interest rate

Expected life of warrants

Expected annualized volatility

Share price at grant date

200,000 additional warrants are yet to be issued to the lender pursuant to the agreement.

On February 6, 2024, the Company entered into a revolving credit facility arrangement with an arm's length lender that also provides services to the Company. Pursuant to the arrangement, each month, the lender will defer and add to the loan principal an amount equal to half of the fees billed by the lender up to $ 1,000,000 . Amounts loaned will bear interest at a rate of 12 % per annum compounded annually and will be due four years from the date of the arrangement. The Company may repay any amounts owing under the credit facility at any time without penalty. In connection with the credit facility, the Company has issued 1,000,000 non-transferable share purchase warrants to the lender, with each warrant exercisable into one share of common stock of the Company at a price of $ 0.16 per share for a period of four years from the date of issuance. The fair value of these warrants was calculated to be $ 127,336 . In addition, for each $100,000 loaned under the arrangement, the Company has agreed to issue to the lender 200,000 additional non-transferable warrants ("Additional Warrants"). Each Additional Warrant will be exercisable into one share of common stock of the Company at any time within a four-year period from the date of issuance at an exercise price equal to the market price of the shares of the Company on grant.

1 unchanged paragraph

Note 12: CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL 13 changes

On December 7, 2023, the Company completed a non-brokered private placement over two tranches for gross proceeds totaling $ 967,957 through the issuance of 5,377,541 units in total at a price of $ 0.18 per unit with each unit consisting 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 of common stock at an exercise price of $ 0.26 for a period of two years from the date of issuance. Certain directors of the Company purchased an aggregate of 2,532,220 units of the private placement for gross proceeds of $ 455,800 . The Company paid fees of $ 6,480 and issued 36,000 finder's warrants where each finder's warrant entitles the holder to acquire one share at a price of $ 0.26 until November 7, 2025. The Company paid legal fees of $ 10,624 in connection with this financing.

On March 25, 2025 the Company granted a total of 1,142,410 stock options to directors and officers of the Company. The stock options have a fair value of $ 81,455 and are exercisable at a price of US$ 0.10 (CAD$ 0.14 ) per share until March 25, 2030. 533,103 stock options were vested immediately, and 609,307 stock options originally vested over six calendar quarters but were accelerated to fully vest on May 22, 2025. The Company recognized a share-based compensation expense of $ 81,455 in connection with this grant.

On May 8, October 24, 2025, the Company completed a non-brokered private placement of $ 3,000,000 7,000,000 through the issuance of 36,585,361 28,000,000 units at a price of US$ 0.082 $ 0.25 per unit, with each unit comprising one share of common stock and one-half of one share purchase warrant. Each whole warrant entitles the holder to acquire one share of common stock at an exercise price of US$ 0.15 $ 0.45 for a period of three years from the date of issuance. Certain directors and officers of Rise, directly, through entities controlled by them, or through entities for which they exercise control or direction over investment decisions, purchased an aggregate of 9,904,196 1,080,000 units for gross proceeds of $ 812,144 270,000 . The Company paid finder's fees of $ 3,000 1,500 and issued a total of 36,585 6,000 finder's warrants, with each finder's warrant entitling the holder to acquire one share of common stock at a price of US$ 0.15 $ 0.45 until May 8, October 24, 2028 The Company paid legal fees and other share issuance costs of $ 37,124 in connection with this financing.

On April 29, 2024, May 8, 2025, the Company completed a non-brokered private placement over two tranches for gross proceeds totaling of $ 954,253 3,000,000 through the issuance of 10,044,765 36,585,361 units in total at a price of $ 0.095 0.082 per unit, with each unit consisting of comprising one share of common stock and one-half of one share purchase warrant. Each whole warrant entitles the holder to acquire one additional share of common stock at an exercise price of $ 0.158 0.15 for a period of three years from the date of issuance. Certain directors and officers of the Company Rise, directly, through entities controlled by them, or through entities for which they exercise control or direction over investment decisions, purchased an aggregate of 5,669,478 9,904,196 units of the private placement for gross proceeds of $ 538,600 812,144 . The Company paid finder's fees of $ 1,995 3,000 and issued 21,000 a total of 36,585 finder's warrants, where with each finder's warrant entitles entitling the holder to acquire one share of common stock at a price of $ 0.158 for a period of two years. US$ 0.15 until May 8, 2028. The Company paid legal fees and other share issuance costs of $ 4,515 37,124 in connection with this financing.

Exercises under the Long-Term Incentive Plan

On November 20, 2025, 1,650,000 stock options with an exercise price of $ 0.10 were exercised and converted to common stock.

On November 20, 2025, 1,000,000 deferred share units were exercised and converted to common stock.

On January 5, 2026, 250,000 restricted share units vested and were converted to common stock.

On February 23, 2026, 3,901,870 stock options with exercise prices ranging from $ 0.10 to $ 0.25 were exercised and converted to common stock.

On April 20, 2026, 62,500 restricted share units vested and were converted to common stock.

On July 2, 2026, 62,500 restricted share units vested and were converted to common stock.

During the year ended July 31, 2026, 309,000 warrants with an exercise price of $ 0.158 were exercised and converted to common stock.

On May 22, November 20, 2025, the Company granted a total of 3,320,000 2,660,000 stock options to directors, officers, and consultants of the Company. The stock options are exercisable at a price of US$ 0.10 (CAD$ 0.14 ) $ 0.18 per share until May 22, November 20, 2030. The Company recognized a share-based compensation expense of $ 366,870 415,737 in connection with this grant.

1 unchanged paragraph

Note 12: CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL (continued) 12 changes

On May 1, 2024, the Company granted a total of 1,004,479 stock options with a fair value of $ 140,220 to directors of the Company. The stock options are exercisable at a price of $ 0.17 (C$ 0.25 ) per share for a period of five years from the date of grant, subject to vesting, 25 % vesting on the date of grant and 12 % vesting every 3 months thereafter. On May 22, 2025 all unvested options were accelerated to fully vest. As at July 31, 2025, the Company recorded share-based compensation of $ 140,220 of which $ 25,698 was recognized during the year ended July 31, 2025.

On December 12, 2023, the Company granted a total of 707,752 stock options with a fair value of $ 140,624 to directors of the Company. The stock options are exercisable at a price of $ 0.25 (C$ 0.36 ) per share until December 12, 2028.

On September 22, 2023, the Company granted a total of 397,780 stock options with a fair value of $ 90,361 to officers and directors of the Company. The stock options are exercisable at a price of $ 0.26 (C$ 0.38 ) per share until September 22, 2028.

Stock Options (continued)

On October 30, 2025, the Company granted a total of 1,445,469 stock options to directors, officers, and consultants of the Company. The stock options are exercisable at a price of $ 0.25 per share until October 30, 2030. The Company recognized a share-based compensation expense of $ 277,411 in connection with this grant.

On May 22, 2025, the Company granted a total of 3,320,000 stock options to directors, officers, and consultants of the Company. The stock options are exercisable at a price of $ 0.10 per share until May 22, 2030. The Company recognized a share-based compensation expense of $ 366,870 in connection with this grant.

On March 25, 2025, the Company granted a total of 1,142,410 stock options to directors and officers of the Company. The stock options have a fair value of $ 81,455 and are exercisable at a price of $ 0.10 per share until March 25, 2030. 533,103 stock options were vested immediately, and 609,307 stock options originally vested over six calendar quarters but were accelerated to fully vest on May 22, 2025. The Company recognized a share-based compensation expense of $ 81,455 in connection with this grant.

On October 21, 2024, the Company granted a total of 1,006,750 stock options with a fair value of $ 106,859 to a consultant of the Company. The stock options are exercisable at a price of $ 0.11 (C$ 0.16 ) per share until October 21, 2029.

On September 20, 2024, the Company granted 1,006,750 stock options to an officer of the Company. The stock options are exercisable at a price of US$ $ 0.10 (C$ 0.14 ) per share for a period of five years from the date of grant, subject to vesting, 25% 25 % vesting on the date of grant and 12% 12 % vesting every 3 months thereafter. On May 22, 2025 all unvested options were accelerated to fully vest. The Company recorded share-based compensation of $ 116,240 in connection with this grant.

The following incentive stock options were outstanding and exercisable as at July 31, 2025: 2026:

Weighted Average Exercise

As at July 31, 2025, 2026, the aggregate intrinsic value of the Company's stock options is $ 443,246 (2024 64,603 (July 31, 2025 - $ Nil 443,246 ). As at July 31, 2025, 2026, the Company has 8,740,371 7,293,970 options issued, and outstanding, where 8,740,371 options are and exercisable as at July 31, 2025 with a weighted average exercise price of $ 0.15 0.20 .

1 unchanged paragraph

Note 13: INCOME TAXES 20 changes

1 unchanged paragraph

Loss before income taxes

Expected income tax (recovery) at statutory tax rates

Permanent differences

Change in unrecognized deductible temporary difference

US federal statutory rate

State tax, net of federal

Change in statutory, foreign tax, Foreign exchange rates and other

Non-deductible items - Share-based compensation

Adjustment to prior years provision versus statutory tax returns and expiry of non-capital losses ( 527,000 501,000 ( 350,000 527,000

Change in valuation allowance

Deferred tax recovery

5 unchanged paragraphs

Non-capital Non-operating losses available for future period

2 unchanged paragraphs

The Company has approximately $ 21,150,000 (2025 - $ 20,360,000 ) in net operating losses which may be carried forward and applied against taxable income in future years.

The significant components of the Company s temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated statement of balance sheets are as follows:

Temporary Differences

Exploration and evaluation assets

Property and equipment

Share issuance costs

Non-operating losses available for future periods

Tax attributes are subject to review and potential adjustments by tax authorities.

1 unchanged paragraph

Note 14: SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS 13 changes

a) The Company accrued $ 5,008 of interest expense as part of the outstanding balance of the credit facility b) The Company issued a total of 1,700,000 share purchase warrants, as consideration for loan extension, entitling the holder to acquire one share at an exercise price of $ 0.115 until September 12, 2028 with a total fair value of $ 154,351 .

c) The Company issued 2,882,514 share purchase warrants for a secured loan agreement entitling the holder to acquire one share at an exercise price of $ 0.1735 until October 10, 2028 with a total fair value of $ 334,423 .

f) Note receivable of $ 1,183,128 at July 31, 2025 is for mineral property recovery.

For the year ended July 31, 2024:

b) The Company issued $ 127,336 warrants issued for deferred financing asset.

c) The Company allocated $ 111,707 to deferred financing asset.

(An Exploration Stage Company)

During the years ended July 31, 2025 2026 and 2024, 2025, the Company had the following non-cash financing and investing activities:

For the year ended July 31, 2025: 2026:

a) The Company accrued $ 306,246 3,915 of interest expense as part of the outstanding balance of loan payable. the credit facility.

e) b) Share issuance costs of $ 31,061 12,793 are included in accounts payable at July 31, 2025. 2026.

c) Sale of equipment for $ 100,000 which offsets the deposit liability.

d) The Company allocated $ 36,079 from 8,018 to deferred financing asset.

Note 15: SEGMENTED INFORMATION 1 change

5 unchanged paragraphs

(An Exploration Stage Company)

Note 16: SUBSEQUENT EVENTS 2 changes

Subsequent to the year ended July 31, 2025, the Company raised on October 24, 2025 a total of $ 7,000,000 through the sale of 28,000,000 units at a price of $ 0.25 per unit. Each unit consists of one share of common stock and one common share purchase warrant. Each warrant entitles the holder to purchase an additional share of the Company at an exercise price of $ 0.45 until October 24, 2028.

Subsequent to the year ended July 31, 2026, the Company issued 62,500 RSUs to the CEO of the Company. The 62,500 RSUs were subsequently converted to common stock.

Controls and procedures 3 changes

2 unchanged paragraphs

As of the end of the period covered by this Report, our management carried out an evaluation, with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, management concluded that our disclosure controls and procedures were not effective as of July 31, 2025 2026 because of a material weakness in internal control over financial reporting that existed as of that date, as more fully described below.

2 unchanged paragraphs

We carried out an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of its internal control over financial reporting as of July 31, 2025. 2026. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated 2013 Framework. Management concluded that our company's internal control over financial reporting was not effective as of July 31, 2025 2026 because a material weakness in internal control over financial reporting existed as of that date as a result of a lack of segregation of incompatible duties due to insufficient personnel. A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

2 unchanged paragraphs

There were no changes in our company's internal control over financial reporting during the period ended July 31, 2025 2026 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Management 12 changes

3 unchanged paragraphs

Joseph Mullin, age 52, was appointed Chief Executive Officer and President of the Company on September 23, 2023. Mr Mullin has over 25 years of experience in corporate finance, private equity, restructuring, and early-stage mineral exploration. Mr. Mullin is the Managing Member of Mount Arvon Partners LLC, and is currently the CEO, President and a Director of Pure Energy Minerals Ltd and an Independent Director of FireFox Gold Corp. and Mr. Mullin has been involved in the mining industry in the United States, Canada, Brazil, and Europe. Mr. Mullin holds a B.A. from Harvard University.

Directors serve as such until our next annual stockholder meeting, or until their successors are elected and qualified. Officers hold their positions at the will of the Board of Directors. As of July 31, 2025, 2026, there were no arrangements, agreements or understandings between non-management security holders and management under which non-management security holders may directly or indirectly participate in or influence the management of our company's affairs other than as disclosed in this Report.

Joseph Mullin, David Watkinson, President and Chief Executive Officer

David Watkinson, age 65, brings 40 years of professional engineering experience in underground and open-pit mine development, including mine permitting, engineering, feasibility, construction, and operations to Rise. In addition, he has extensive experience in project management, having taken projects from grassroots start-ups to successful operating status. Mr. Watkinson has been responsible for the management of large capital projects and operations in Canada, the United States, and the Philippines. He has held progressively senior positions with Placer Dome Inc., Kinross Gold Corporation, Thyssen Mining Construction of Canada, and Vulcan Materials Company. He holds a B.Sc. in Applied Science, Mining Engineering, from Queen's University in Kingston, Ontario (1985) and is a Registered Professional Engineer in the Province of Ontario. Mr. Watkinson is currently President and CEO of Emergent Metals Corp., and President, CEO of Ameriwest Critical Metals Inc.

1 unchanged paragraph

Mihai Draguleasa, age 45, 46, was appointed as the Company's Chief Financial Officer and Treasurer on November 22, 2024. Mr. Draguleasa is a Chartered Professional Accountant (CPA - Canada) with over 15 years of accounting experience including in the mining and resource sector. His career developed with Deloitte LLP and Ernst & Young in Vancouver, British Columbia. His mining related financial experience includes financial reporting, corporate risk management, corporate strategy and planning, and investment evaluation. In addition to being the CFO for the Company, Mr. Draguleasa is also currently the CFO of Canagold Resources Ltd and Valhalla Metals Inc. Mr. Draguleasa holds a Bachelor of Engineering degree from the University of Transylvania (Romania).

1 unchanged paragraph

Dr. Thomas I. Vehrs, age 78, 79, was appointed to the Company's Board of Directors on April 20, 2017. Dr. Vehrs is a highly regarded and experienced exploration geologist with over 40 years of experience in the Americas. During his career, Dr. Vehrs has conducted and managed numerous exploration programs resulting in the discovery and delineation of major copper, gold and silver deposits, including the Los Pelambres porphyry copper deposit in Chile, the Northumberland sediment-hosted gold deposit in central Nevada, the Rio Blanco porphyry copper deposit in northern Peru and orogenic gold deposits in Central Guatemala. From 2006 to 2016, Dr. Vehrs held the position of Vice President of Exploration for Fortuna Silver Mines and was responsible for the development and execution of exploration programs at the Caylloma Mine in Peru and the San Jose Mine in southern Mexico. During this period, Fortuna Silver Mines was successful in expanding the resources, reserves and production rate at the San Jose Mine resulting in a market capitalization in excess of $1 billion. Dr. Vehrs holds a Ph.D. in geology from Syracuse University and served as an officer in the U.S. Army Corps of Engineers.

1 unchanged paragraph

Lawrence W. Lepard, age 68, 69, was appointed to the Company's Board of Directors on August 22, 2019. Mr. Lepard is a Managing Partner and Founder of Equity Management Associates, LLC, an investment partnership which has focused on investing in precious metals since 2008. Prior to EMA, Mr. Lepard spent 25 years as a professional investor and venture capitalist. From 1991 to 2004 he was one of two Managing Partners at Geocapital Partners in New Jersey which managed six venture capital partnerships, the last of which was $250 million. Geocapital was very active in technology, software and computer investing and invested heavily in the internet starting in 1993. Geocapital was the lead investor in Netcom, Inc., the first internet service provider to complete an initial public offering in 1996. Prior to Geocapital, Mr. Lepard spent seven years as a General Partner at Summit Partners in Boston, MA a large venture capital and private equity firm. Mr. Lepard serves as a Director for Lavras Gold Corp. and Cabral Gold Inc. Mr. Lepard holds an MBA with Academic Distinction from Harvard Business School and a BA in Economics from Colgate University.

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Daniel Oliver Jr., age 53, 54, was appointed to the Company's Board of Directors on July 10, 2023. Mr. Oliver manages Myrmikan Gold Fund LLC, which makes investments in the precious metals mining sector. In addition to his finance background, Mr. Oliver brings legal expertise to the Board, having graduated from Columbia Law School with honors in 2001 and practiced law at Simpson Thacher & Bartlett in New York as well as at Wallison & Wallison, a boutique law firm specializing in high-dollar business litigation and appeals in the financial sector. Mr. Oliver obtained an MBA from INSEAD in 2005. After co-founding two venture companies, Mr. Oliver joined Bearing Capital, LLC, a private equity firm in Buenos Aires focused on Latin American commodities investments. He is also a director of Guanajuato Silver Co. Ltd and President of the Committee for Monetary Research & Education, an organization founded by prominent economists and businessmen in 1970 in opposition to the Bretton Woods monetary system.

Clynton R. Nauman, age 76, 77, was appointed to the Company's Board of Directors on September 7, 2023. Mr. Nauman has more than 45 years of diversified operating experience in the mining industry ranging from exploration to mine construction and mine operations as well as business development, mine financing and senior management in the precious metals, base metals and coal sectors. Mr. Nauman also co-founded and grew a successful industrial environmental services company focused on reclamation of historical mine-related liabilities in Canada and the United States. Mr. Nauman holds an Honors Bachelor of Science in Geology from Otago University, New Zealand.

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Section 16(a) of the Exchange Act requires a company's directors and officers, and persons who own more than 10% of any class of a company's equity securities which are registered under Section 12 of the Exchange Act, to file with the SEC initial statements of beneficial ownership on Form 3, reports of changes in ownership on Form 4, and annual reports on Form 5 concerning their ownership of and transactions concerning our common stock and other equity securities. Such officers, directors and 10% stockholders are also required to furnish the company with copies of all Section 16(a) reports they file. Based solely on our review of the copies of such forms received by the company, or written representations from the reporting persons as of the date of this Report, management believes that all Section 16(a) filing requirements applicable to directors, officers and 10% stockholders with respect to the fiscal year ended July 31, 2024 2026 have been fulfilled, except that (a) Myrmikan Gold Fund, LLC filed one late report relating to one transaction, (b) Benjamin Mossman filed two late reports relating to four transactions, (c) Joseph Mullin filed one late report relating to one transaction, (d) Clynton Nauman filed one late report relating to one transaction, (e) Lawrence Lepard filed one late report relating to one transaction, (f) Thomas Vehrs filed one late report relating to one transaction, (g) Daniel Oliver filed one late report relating to one transaction, and (h) Mihai Draguleasa David Watkinson filed a late Form 3 (no transactions) and three late Form 4s (three transactions) and did not file a Form 5 annual report to report those three (five transactions). because he had not yet obtained EDGAR filer codes.

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The Company's Code of Ethics (a copy of which is filed as Exhibit 13.1) 14.1) contains provisions requiring the Company's executive officers to comply with certain insider trading requirements. The Company also follows certain practices that management believes are designed to promote compliance by its directors, officers and employees with insider trading laws, rules and regulations, including the listing standards of the CSE, but the Company has not formally adopted written insider trading policies and procedures . Management believes that the approach the Company has taken to date has been sufficient because the Company has a small number of directors, officers and employees who have been advised upon joining the Company about applicable insider trading prohibitions and are also notified of any mandated blackout periods The management and the Board of Directors are considering adopting formal insider trading policies and procedures

. Management believes that the approach the Company has taken to date has been sufficient because the Company has a small number of directors, officers and employees who have been advised upon joining the Company about applicable insider trading prohibitions and are also notified of any mandated blackout periods The management and the Board of Directors are considering adopting formal insider trading policies and procedures.

Executive compensation 35 changes

The following table sets forth information with respect to the compensation awarded or paid to Joseph Mullin, David Watkinson, our Chief Executive Officer and President, Benjamin W. Mossman, Joseph E. Mullin III, our former Chief Executive Officer, and President, Mihai Draguleasa, our Chief Financial Officer, and Treasurer, and Vince W. Boon, our former Chief Financial Officer and Treasurer CFO (the "Named Executive Officers"), for all services rendered in all capacities to the Company Corporation during the past two fiscal years. As of July 31, 2025, 2026, we did not have any other executive officers or former executive officers who had received total compensation in excess of $100,000 during the fiscal year ended July 31, 2025. 2026. Pursuant to Item 402(m)(4) of Regulation S-K, we have omitted certain columns from the table since there was no compensation awarded to, earned by or paid to the Named Executive Officers that was required to be reported in such columns in either year.

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Name and Principal Position

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Benjamin W. Mossman,

David Watkinson, Chief Executive Officer (3)

Joseph Mullin, Former Chief Executive Officer (4)

Mihai Draguleasa, Chief Financial Officer

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(3) Out of this amount $22,500 represents salary paid, $23,855 vacation pay and $33,750 severance pay.

(1) See Note 13 12 of the notes to the audited financial statements included in the Company's annual report on Form 10-K for the year ended July 31, 2025 2026 for a description of the assumptions made in the valuation of option and other stock based awards. .

(2) Represents share-based share based payments related to options, restricted share units and deferred share units vesting during the years presented.

(3) Mr. Watkinson was appointed CEO, President and Director on November 20, 2025.

(4) Mr. Mullin resigned as CEO, President and Director on November 20, 2025

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The following table sets forth information relating to the options held by the Named Executive Officers as of July 31, 2025: 2026:

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Benjamin W. Mossman, former Chief Executive Officer

Joseph Mullin, David Watkinson, Chief Executive Officer

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Since September 23, 2023, Joseph Mullin has been providing services to the Company Pursuant to a consulting agreement (the "Consulting an employment agreement Pursuant to (the "Consulting "Employment Agreement") with an effective date as of September 23, 2023 November 20, 2025 (the "Effective Date") made among the Corporation Mount Arvon Partners LLC (the "Consultant") and Joseph E. Mullin III, the owner of the Consultant, David Watkinson, the Corporation engaged the Consultant to provide consulting services to the Corporation, including providing the services of Mr. Mullin Watkinson on a 50% time commitment basis as the Corporation's Chief Executive Officer and President and, upon being elected or appointed as such, Director, of the Corporation. The term of the Consulting Employment Agreement is on a month-to-month basis unless extended at any time by mutual agreement of the parties.

The Employment Agreement provides that Mr. Watkinson be paid a monthly consulting fee of $11,000 and may also be paid discretionary bonuses in cash and/or stock if approved by the Corporation's Board of Directors. The Corporation will reimburse Mr. Watkinson for reasonable travel and other business expenses incurred in the performance of services under the Employment Agreement, provided that any such expenses totaling more than $2,000 in any calendar month must be preapproved by the Board of Directors. In addition, the Employment Agreement provides that Mr. Watkinson will be granted stock options and/or restricted stock units ("RSUs")RSUs in accordance with the Corporation's long-term incentive plan, subject to the approval of the Board of Directors and in accordance with the policies of the stock exchange on which the Corporation's shares are traded (the "Exchange"), and that all incentive awards granted to Mr. Watkinson will immediately become fully vested and exercisable on a change of control of the Corporation, subject to Exchange policies.

Mr. Watkinson may terminate the Employment Agreement at any time upon 60 days' written notice to the Corporation. The Corporation may terminate the Employment Agreement at any time without cause immediately after delivery of written notice to Mr. Watkinson, provided that the Corporation pays Mr. Watkinson six months' compensation. In the event of such a termination, Mr. Watkinson will also be entitled to exercise any vested stock options by the earlier of (i) the expiry date of the stock options, or (ii) 90 days from the termination date of the Employment Agreement, unless another date is mutually agreed upon.

Subject only to any contrary agreement being established between the Corporation and Mr. Watkinson, if there is a change of control of the Corporation, Mr. Watkinson may receive, at his option, upon the final court order and in advance of closing in a plan of arrangement, or after shareholder and court approval and within a 120 days of the change of control, two times his then current base salary.

From September 23, 2023 to November 20, 2025, Joseph Mullin provided services to the Company pursuant to a consulting agreement (the "Consulting Agreement"). Pursuant to the "Consulting Agreement" with an effective date as of September 23, 2023 (the "Effective Date") made among the Corporation, Mount Arvon Partners LLC (the "Consultant") and Joseph E. Mullin III, the owner of the Consultant, the Corporation engaged the Consultant to provide consulting services to the Corporation, including providing the services of Mr. Mullin on a 50% time commitment basis as the Corporation's Chief Executive Officer and President and, upon being elected or appointed as such, Director, of the Corporation. The term of the Consulting Agreement is on a month-to-month basis unless extended at any time by mutual agreement of the parties.

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Until September 23, 2023, Benjamin W. Mossman provided services to the Company pursuant to an Executive Employment Agreement. On April 19, 2017, the Corporation entered into an executive employment agreement with Mr. Mossman, which was amended on April 16, 2018 (the "Executive Employment Agreement"). The Executive Employment Agreement which commenced on May 1, 2017 provided for an annual salary of $135,000 per year. The Executive Employment Agreement included compensation provisions for Mr. Mossman if: there was a change of control, he was terminated without just cause, he resigned under circumstances contemplated in the Employment Agreement, or if he died while in the Corporation's employment.

The Corporation terminated the Executive Employment Agreement on September 23, 2023, but Mr. Mossman remained on the board of directors until October 30, 2024 and has served in an advisory capacity. Mr. Mossman received 3 months' severance and has continued for the 18 month period following termination, to participate in certain of the Corporation's benefits and stock option plans, as contemplated by the Executive Employment Agreement. On September 20, 2024, the Corporation entered into an Amending Agreement with Mr. Mossman to revise certain items within the Executive Employment Agreement which provides that Mr. Mossman will, subject to the terms of the stock option plan and stock exchange policies, be provided the opportunity, during the remainder of his 18 month termination benefit period, to be granted options from time to time, equal to 5% of any new issuance of common stock by the Corporation, excluding any shares of common stock issued by the Corporation as a result of the exercise of incentive stock options. Mr. Mossman currently holds options to acquire1,782,505 shares of Common Stock.

On September 24, 2024, the Corporation and Mr. Mossman also entered into a consulting services agreement whereby Mr. Mossman provides, at the request of the Corporation, advisory services relating to certain technical, strategic planning and general business advice (the "Services") to the Corporation. The term of the consulting services agreement is in effect for a period of five years at a maximum of 40 hours per year for the Services requested by the Corporation. The appointment will be without remuneration, except when the Corporation requests Services, which will be provided at customary market rates, as agreed to from time to time by Mr, Mossman and the Corporation. Mr. Mossman will be entitled to retain and be granted incentive stock options to purchase shares of the Corporation's common stock, pursuant to the terms of the Corporation's stock option plan.

Since November 22, 2025, 2024, Mihai Draguleasa has been providing services to the Company pursuant to a consulting agreement. Pursuant to a consulting services agreement dated November 14, 2024 (the "Stellar Agreement") with Stellar Strategy Business Services Inc ("Stellar") a management services company controlled by our CFO, Mihai Draguleasa, Stellar provides business advisory, finance, accounting, corporate administrative services as may be requested by the Corporation. Stellar also provided the Corporation with personnel for the positions of Chief Financial Officer, treasurer, controller and corporate secretary. The Stellar Agreement provided for a monthly fee of C$7,900 per month and continues on a month to month basis until terminated by the parties in accordance with its terms. In the event that either party wishes to terminate this Agreement, that party will be required to provide 60 days' written notice to the other party.

Mr. Mullin Watkinson is expected to commit 50% of his working time to the Company. Other executive officers are expected to allocate approximately 25% of their working time to our business.

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The following table sets out compensation for the year ended July 31, 2025 2026 of those individuals who served as directors during that year but did not qualify as Named Executive Officers.

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Murray G. Flanigan ( 2 )

John G. Proust ( 5 )

(2) Mr. Flanigan resigned as a director of the Company on October 30, 2024.

(5) Mr. Proust resigned as a director of the Company on October 30, 2024.

(6) $5,000 represents director's fees and $64,539 represents fees paid to a management services company owned by John G. Proust.

Daniel Oliver Jr. (4)

(1) See Note 13 12 of the notes to the audited financial statements included in the Company's Form 10-K annual report for the year ended July 31, 2025 2026 for a description of the assumptions made in the valuation of option awards.

(3) (2) Represents directors' fees.

(4) (3) Represents share-based payments related to options granted during the year ended July 31, 2025. 2026.

(4) Dan Oliver Jr was also granted 365,854 which will vest upon termination of service.

Principal stockholders 25 changes

The following table sets forth the beneficial ownership of our common stock as of October 27, 2025 29, 2026 by (a) each person who serves as a director and/or is identified as a "Named Executive Officer" of Rise in Item 11, "Executive Compensation," above, and by all of our current directors and executive officers as a group, and (b) each person known by us to beneficially own more than 5.0% of any class of our voting securities.

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Name and Address (11) of

For the purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named below, any shares that such person or group of persons has the right to acquire within 60 days of October 27, 2025 29, 2026 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

Equinox Partners Investment Management, LLC

Three Stamford Plaza

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NEW YORK NY 10016-1318

Stamford, Connecticut 06901

Abdiel Capital Advisors, LP

90 Park Avenue, 29th Floor,

New York, New York, 100016

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Joseph Mullin David Watkinson (CEO and President)

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(6) Joseph Mullin, our Chief Executive Officer and President holds 721,095 shares of common stock, 410,547 warrants, 83,333 of which are exercisable into common stock at a price of $0.26 per share until November 7, 2025, 105,263 of which are exercisable into common stock at a price of $0.158 per share until April 9, 2027, 121,951 of which are exercisable into common stock at a price of $0.15 per share until May 8, 2028, and 100,000 of which are exercisable into common stock at a share price of $0.45 until October 24, 2025 and 5,021,401 stock options held indirectly through Mount Arvon Partners LLC, a company wholly owned by Mr. Mullin, 412,241 of which are exercisable into shares of common stock at a price of $0.17 per share until May 1, 2029, 1,006,750 of which are exercisable into shares of common stock at a price of $0.10 per share until September 29, 2029, 812,410 of which are exercisable into shares of common stock at a price of $0.10 per share until March 25, 2030, and 2,790,000 of which are exercisable into shares of common stock at a price of $0.10 per share until May 22, 2030.

(10) Bilbo LLC holds 14,051,868 shares of common stock and 14,051,868 warrants exercisable at a price of $0.45 per share until October 24, 2028. Pursuant to the terms of the warrants, no shares of common stock will be issued by the Corporation on the conversion of the warrants, if, as a result of the issuance of such shares of common stock, Bilbo LLC s (together with its affiliates and any other persons or entities acting as a group together with Bilbo LLC or any of its affiliates), beneficial ownership of the shares of common stock of the Corporation would exceed 19.99% (the Restrictions ). With the Restrictions in effect, Bilbo LLC has control over 26,566,167 shares of common stock, representing in the aggregate 19.99% of the 120,370,467 issued and outstanding shares of common stock on a partially diluted basis after giving effect to the exercise of certain of the warrants beneficially owned by Bilbo LLC (for certainty, without giving effect to the exercise of any other securities of the Corporation).

(11) Except as otherwise disclosed in the table above, the address of each person listed below is c/o Rise Gold Corp., 345 Crown Point Circle, Suite 600 Grass Valley, CA 95945.

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3 unchanged paragraphs

and 11 more changes in the filing

Related-party transactions 7 changes

1 unchanged paragraph

8 unchanged paragraphs

and 7 more changes in the filing

Principal Accountant Fees and Services 4 changes

3 unchanged paragraphs

and 4 more changes in the filing

Exhibits 4 changes

3 unchanged paragraphs

and 4 more changes in the filing

Description of the securities 16 changes

17 unchanged paragraphs

and 16 more changes in the filing

Form 10-K Summary 2 changes

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7 unchanged paragraphs

and 2 more changes in the filing