Executive Summary / Key Takeaways

• Rise Gold Corp. (OTCQB: RYES) is an exploration-stage company singularly focused on unlocking the potential of the historic, high-grade Idaho-Maryland Gold Mine in California, a high-risk, high-reward proposition.
• The core investment thesis hinges on the successful resolution of significant regulatory and legal hurdles, specifically the recognition of the Company's asserted vested mining rights and the approval of necessary permits, following the County's recent denials.
• Recent financial activities, including the sale of adjacent land for $4.3 million and a $3 million financing, have significantly improved the Company's liquidity, resulting in a working capital surplus and enabling the repayment of secured debt, providing expected funding for planned operations until 2027.
• The Company's near-term strategy is heavily centered on litigation to compel the court to overturn the County's decision and protect its property rights, a costly and uncertain process.
• Despite improved liquidity, RYES remains an exploration company with no revenue, a history of losses, and significant future capital requirements, facing intense competition from larger, established mining companies with greater resources and operational scale.

The Quest for Gold in Grass Valley: A Singular Focus

Rise Gold Corp. is not a diversified mining conglomerate; it is a company with a singular, ambitious focus: the potential re-opening of the Idaho-Maryland Gold Mine (I-M Mine Property) near Grass Valley, California. This historic property, once a significant producer of high-grade gold, represents the entirety of RYES's current operational and strategic energy. The Company's business model is that of an exploration-stage entity, pouring resources into demonstrating the viability of this asset and, crucially, securing the necessary permissions to bring it back into production.

The journey has been marked by significant investment in acquiring the property, including 175 acres of surface land and 2585 acres of mineral rights, and subsequent exploration efforts. The proposed plan envisions underground mining at an average throughput of 1000 tons per day, utilizing the existing Brunswick Shaft and constructing a new service shaft. Processing would employ conventional gravity and flotation methods to produce gold concentrates. A notable operational detail involves using barren rock and sand tailings to create approximately 58 acres of level, industrial-zoned land for future development, alongside a conventional water treatment plant.

However, the path to production is fraught with challenges, primarily regulatory and legal. The Company's core strategy has pivoted dramatically following the denial by the Nevada County Board of Supervisors of both the Company's petition asserting vested mining rights and its application for a Use Permit.

The Legal Battle for Vested Rights

Central to RYES's strategy is the assertion that mining operations at the I-M Mine Property constitute a vested use under California and federal law, meaning a new use permit is not required. The Company contends that historical evidence demonstrates continuous mining activity before and after 1954, when the County first required a permit, and that previous owners consistently showed intent to retain mining rights, even during periods of inactivity. This position was formally presented to the County in September 2023.

The County's subsequent denial of this vested rights petition and the Use Permit application in December 2023 and February 2024, respectively, has forced RYES's strategy squarely into the legal arena. The Company filed a Writ of Mandamus in the Superior Court of California in May 2024, seeking to compel the court to overturn the County's decision. RYES argues that the County's denial infringed upon its fundamental property rights and that the court should review the historical record "de novo," without deference to the County's conclusions.

Management has explicitly stated that its plan of operations for the next 12 months is to "continue to review litigation options in pursuit of protecting the Companys property rights under both California state and US federal laws, including asserting its 5th Amendment rights under the US Constitution and other due process rights under the 14th Amendment of the US Constitution." This underscores that the immediate future of RYES is inextricably linked to the outcome of this high-stakes legal challenge.

Financial Lifelines and the Going Concern Question

As an exploration-stage company without revenue, RYES has historically relied on external financing to fund its operations and exploration activities. This is clearly reflected in its financial statements, which show a history of losses and an accumulated deficit totaling $32.31 million as of April 30, 2025. For the nine months ended April 30, 2025, the Company reported a net loss of $2.07 million, a decrease from $2.87 million in the same period of 2024, largely attributed to lower professional fees related to the permitting process following the denials.

Liquidity, a persistent challenge for RYES, has seen a recent improvement. As of April 30, 2025, the Company held $2.33 million in cash, a significant increase from $243,669 at July 31, 2024. This contributed to a working capital surplus of $576,123 at April 30, 2025, a notable turnaround from a $1.77 million deficit at July 31, 2024.

This improved cash position and working capital are primarily the result of strategic asset sales and financing activities. During the nine months ended April 30, 2025, the Company received $1.61 million in cash from investing activities, stemming from the contracted sale of 66 acres of adjacent surface rights for a total consideration of $4.3 million. The first agreement for 16 acres closed in November 2024 for $1.8 million, with half paid upfront and the remainder due in November 2026 (though an accelerated, discounted payment of $702,000 was received in January 2025 in lieu of the second $900,000 payment, resulting in a $155,727 loss on settlement of the note receivable). The second agreement for 50 acres, with a total sale price of $2.5 million, closed in May 2025, with half paid at closing and the balance due in May 2027. The Company retains an option to repurchase this land if mining approvals are obtained. Additionally, drilling equipment was sold for $200,000 in May 2025.

Financing activities also provided $1.32 million in cash during the nine months ended April 30, 2025, including proceeds from a new $500,000 loan from Myrmikan Gold Fund and payments made towards outstanding loans. Subsequent to the reporting period, in May 2025, the Company closed a $3 million private placement and used proceeds from this financing and the land sales to repay the entire balance of both the Eridanus and Myrmikan secured loans.

Management explicitly states that "With the recent financing activities in the month of May 2025, the Company expects to be able to continue its planned operations until 2027." However, they also caution that they "expect to operate at a loss for at least the next 12 months" and that the ability to continue as a going concern is dependent on raising additional capital in the future. The financial statements themselves include a note highlighting that the accumulated deficit and losses "cast substantial doubt about the Companys ability to continue as a going concern."

Competitive Landscape and Technological Positioning

The mining industry is intensely competitive, with established players like Pan American Silver (PAAS), Newmont Corporation (NEM), Barrick Gold (GOLD), and Agnico Eagle Mines (AEM) dominating the market. These companies possess significantly greater financial, technical, and operational resources than RYES. They operate large-scale mines across multiple jurisdictions, benefiting from economies of scale, diversified assets, and established supply chains.

Available data indicates these larger competitors demonstrate quantifiable advantages. For instance, PAAS and NEM have reported revenue growth (e.g., PAAS ~15-20%, NEM ~10-15% in recent periods), while RYES has no operational revenue. Profitability metrics like operating margins are positive for peers (e.g., PAAS 20-25%, NEM 15-20%), starkly contrasting with RYES's consistent losses. Their cash flow generation is robust from producing assets, unlike RYES's reliance on financing and asset sales.

In terms of technology, RYES's proposed mining and processing methods for the I-M Mine Property (underground mining, gravity, and flotation processing, conventional water treatment) appear standard for gold extraction. The company appears to lack any unique or differentiated technological advantages in its operational approach or processing methods. In contrast, larger peers like PAAS and NEM invest in advanced extraction processes and R&D for efficiency and sustainability.

RYES's competitive positioning is therefore not based on technological superiority in mining or processing, but rather on the potential value and grade of the Idaho-Maryland asset itself, coupled with its 100% ownership and historical context. The Company's potential competitive advantage, if it achieves production, could lie in the specific characteristics of the deposit and the potential for cost leadership derived from utilizing existing infrastructure (like the Brunswick Shaft) and its proprietary access to the site, rather than proprietary technology. However, this potential is currently overshadowed by the significant regulatory and legal hurdles that prevent any operational activity.

Risks and Outlook

The risks facing RYES are substantial and directly tied to its stage of development and strategic focus. The primary risk is the uncertainty surrounding the permitting and legal challenges. There is no assurance that the courts will recognize the Company's vested rights or overturn the County's denial of the Use Permit. Failure to secure these approvals would fundamentally undermine the value of the I-M Mine Property and the Company's business plan.

Beyond the regulatory battle, RYES faces typical exploration-stage risks: the uncertainty of establishing commercially exploitable reserves, the high cost and inherent hazards of exploration and potential development, and dependence on volatile commodity prices. The Company's reliance on external financing is a significant risk, as there is no guarantee that additional capital will be available on favorable terms, particularly given its history of losses and the ongoing legal uncertainties. Dilution from future equity issuances is also a likely consequence of needing more capital.

Operational risks include the lack of a proven operating history, the need to build out management and workforce if production commences, and potential delays or cost increases in development. Environmental regulations are stringent in California and subject to change, potentially increasing costs or restricting operations. The material weakness in internal controls due to insufficient personnel is also a concern noted by management.

The outlook for RYES is binary and heavily dependent on the outcome of the legal proceedings. The recent financing and asset sales have provided a temporary reprieve, extending the Company's expected operational runway until 2027. However, this period is dedicated to pursuing litigation, not production. Success in court could pave the way for renewed efforts towards development and potentially unlock significant value. Failure would likely necessitate a fundamental re-evaluation of the Company's future.

Conclusion

Rise Gold Corp. represents a compelling, albeit highly speculative, investment proposition centered on the potential revival of a historic gold mine. The Idaho-Maryland property holds the promise of high-grade production, but this potential remains locked behind formidable regulatory and legal barriers. The Company's strategic focus on litigation is a direct response to these challenges, consuming resources but offering the only clear path forward following the County's denials.

While recent financial maneuvers have bolstered liquidity and provided a crucial runway, RYES remains an exploration company with no revenue, facing the inherent risks of its stage and intense competition from well-resourced peers. The investment thesis is a bet on the successful navigation of the legal system and the eventual ability to transition from exploration to production. Until then, RYES's story is one of potential versus significant uncertainty, with the outcome of the court case serving as the pivotal chapter.