RYES 10-K & 10-Q changes, risk factors and insider trading

In addition, the Company may incur significant legal costs going forward should it decide to litigate in pursuit of protecting its property rights under both California state and USU.S. federal laws, including asserting its 5th Amendment rights under the USU.S. Constitution and other due process rights under the 14th Amendment of the U.S. Constitution, amongst other legal remedies that are available to the Company.

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 175109 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.

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 USU.S. 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.

Our share price on the CSE and the OTCQXOTCQB has experienced significant price and volume fluctuations. Stock markets in general have experienced extreme price and volume fluctuations, and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of the Shares. As a result, you may be unable to sell any Shares you acquire at a desired price.

Our operating expenses decreased during the year ended July 31, 20242025 compared to the prior year primarily as a result of decreased activities by our Company. These activities include salaries,consulting, filing and regulatory, general and administrative, professional fees, driven by the need for expenses related to Vested Rights and Use Permit application 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.

IncreaseDecrease in mineral exploration costs to $808,832$96,520 (20232024 - $772,636$808,832) related to activities surrounding the Vested Rights and Use Permit application and hearings;

DecreaseIncrease in share-based payments to $345,507$697,122 (20232024 - $466,527$345,507) for the grant of options pursuant to our stock option plan to incentivize management and certain consultants;

Decrease in consulting but increaseand professional fees to $221,925 and $549,923 respectively (2024 - $310,718 and $1,000,394 respectively (2023 - $565,885 and $757,769,$1,000,394, respectively) due to the shift in strategy as the Company reviewsincurred fewer advisory fees in 2025 compared to 2024 when the Company reviewed its litigation options relating to its Vested Rights;

As of July 31, 2024,2025, the Company had $243,669$2,783,348 in cash, $894,638$2,980,679 in current assets, $5,155,398$4,442,507 in total assets, $2,661,598$1,050,421 in current liabilities and $2,777,728$1,179,422 in total liabilities, working capital deficitsurplus of $1,766,960$1,930,258 and an accumulated deficit of $30,234,617.$33,494,975.

During the year ended July 31, 2024,2025, the Company used $2,213,199$1,169,386 in net cash on operating activities, compared to $2,476,478$2,213,199 in net cash on operating activities during the prior year. The differencehigher inamount of net cash used in operating activities during the prior year was due mainly to the difference between the gain of the revaluation adjustment of the derivative liability, share-based compensation for options granted during the period, andhigher professional fees and associated costs related to the Use Permit and Vested Rights petition.

During the year ended July 31, 2024,2025, we usedreceived net cash of $Nil$2,612,699 (20232024 - $Nil) infrom investing activities forof the Company.Company (i.e. sale of parcels of land).

The Company expects to operate at a loss for at least the next 12 months. On October 24, 2025, the Company raised $7,000,000 through issuance of securities. Based on working capital at year end, and subsequent equity financing of $7,000,000, 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.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. If the Company is unable to achieve the financing necessary to continue its plan of operations, then it will not be able to carry out any exploration work on the I-M Mine Property or the other properties in which it owns an interest and its business may fail. As such, these material uncertainties cast a substantial doubt regarding the Company's ability to continue as a going concern.

$2,583,608$3,198,410 for the six-monthnine-month period ended JanuaryApril 31,30, 2026

On March 3, 2026, subsequent to quarter end, 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.

As at JanuaryApril 31,30, 2026, the Company had a cash and cash equivalents balance of $8,028,205,$7,962,924, compared to a cash balance of $2,783,348 as at July 31, 2025.

For the Periods Ended JanuaryApril 31,30, 2026 and 2025

The non cash share based compensation is higher during the six-month period ended January 31, 2026 ("H1 2026") because more stock options, RSUs, and DSUs grants were issued during H1 2026 compared to the six-month period ended January 31, 2025 ("H1 2025"). With a larger budget available in H1the nine months ended April 30, 2026, professional fees were higher mainly because of legal fees incurred in connection with the I-M Mine Property litigation pursuit.pursuit and CEA citizen suit. Consulting fees were higher in H1current 2026,period, as they include a departure bonus paid to the previous CEO. Having more cash available in H1 2026, the Company was able to generate more interest from cash and cash equivalents (interest income is recorded as other income). Interest and accretion expenses were higher in H1previous 2025period as the Company had loans and aan outstanding line of creditcredit. outstanding.There Awere lossno onsalaries earlypaid settlementduring the nine months ended April 30, 2025, as the current CEO of othe noteCompany receivableis wasthe recognizedsole employee of the Company and began receiving salaries in H1November 2025 The Company's operating results for the periods ended January 31, 2026 and 2025 are summarized as follows:2025.

As of JanuaryApril 31,30, 2026, the Company had $8,028,205$7,962,924 in cash and cash equivalents, $8,214,818$8,076,262 in current assets, $9,617,736$9,487,539 in total assets, $735,570$670,071 in current liabilities and $NIL in non-current liabilities, a working capital of $7,479,248$7,406,191 and an accumulated deficit of $36,078,583.$36,693,385.

During H1the nine-month period ended April 30, 2026, the Company used $1,684,686$2,281,684 (H1April 30, 2025 - $729,599$849,659) in net cash on operating activities.

The Company had $Nil received from investing activities during H1the nine-month period ended April 30, 2026, (H1April 30, 2025 - $1,589,349$1,614,349 was generated mainly from proceeds from land contracted for sale).

The Company received net cash of $6,992,641$6,976,922 induring H1the nine months period ended April 30, 2026 from financing activities related to a $7,000,000 private placement secured in October 2025. Stock options and warrant exercises added $165,000$663,614, respectively $48,822 to treasury in H1 2026.treasury. In December 2025, the Company paid $228,098 to close a line of credit facility. During H1the nine-month period ended April 30, 2025, the Company hadreceived $1,636,006 from a netprivate negativeplacement cashfinancing, usedhad from financing of $359,873 (a $500,000 cash intake from a loan and cash outflow of $816,951 related to repayments of loansoutstanding ($816,951) and line of credit facility ($42,932).loans.