Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Oct. 31, 2017 | Dec. 15, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Rise Gold Corp. | |
Entity Central Index Key | 1,424,864 | |
Document Type | 10-Q | |
Document Period End Date | Oct. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --07-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 74,201,979 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
CONDENSED CONSOLIDATED INTERIM
CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION (Unaudited) - CAD | Oct. 31, 2017 | Jul. 31, 2017 |
Current | ||
Cash | CAD 412,302 | CAD 337,099 |
Receivables | 10,298 | 18,083 |
Prepaid expenses | 178,486 | 165,118 |
Total Current Assets | 601,086 | 520,300 |
Mineral property | 4,161,932 | 3,789,854 |
Assets | 4,763,018 | 4,310,154 |
Current | ||
Accounts payable and accrued liabilities | 203,443 | 296,792 |
Loan from related parties | 39,324 | 38,079 |
Total Current Liabilities | 242,767 | 334,871 |
Stockholders' deficit | ||
Capital stock, $0.001 par value, 400,000,000 shares authorized; 74,201,979 (July 31, 2017 - 66,707,655) shares issued and outstanding | 74,202 | 66,708 |
Additional paid-in-capital | 11,234,942 | 10,103,162 |
Cumulative translation adjustment | (166,663) | (166,663) |
Deficit | (6,622,230) | (6,027,924) |
Total stockholders' deficit | 4,520,251 | 3,975,283 |
Total liabilities and stockholders' deficit | CAD 4,763,018 | CAD 4,310,154 |
CONDENSED CONSOLIDATED INTERIM3
CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION (Unaudited) (Parenthetical) - $ / shares | Oct. 31, 2017 | Jul. 31, 2017 |
Balance Sheets | ||
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common Stock, Shares Issued | 74,201,979 | 66,707,655 |
Common Stock, Shares Outstanding | 74,201,979 | 66,707,655 |
CONDENSED CONSOLIDATED INTERIM4
CONDENSED CONSOLIDATED INTERIM STATEMENT OF LOSS AND COMPREHENSIVE LOSS (Unaudited) - CAD | 3 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
EXPENSES | ||
Consulting | CAD 18,000 | CAD 97,142 |
Directors fees | 16,098 | |
Filing and regulatory | 14,612 | 10,131 |
Foreign exchange | (20,801) | 1,955 |
Gain on settlement of payables | (1,608) | |
General and administrative | 55,302 | 2,358 |
Geological, mineral, and prospect costs | 173,994 | |
Professional fees | 148,463 | 29,794 |
Promotion and shareholder communication | 145,246 | 17,445 |
Salaries | 45,000 | 32,231 |
Share-based payments | 106,096 | |
Net loss and comprehensive loss for the year | CAD 594,306 | CAD 297,152 |
Basic and diluted loss per common share | CAD (0.01) | CAD (0.01) |
Weighted average number of common shares outstanding | 67,481,151 | 33,261,913 |
CONDENSED CONSOLIDATED INTERIM5
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS (Unaudited) - CAD | 3 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Loss for the year | CAD (594,306) | CAD (297,152) |
Items not involving cash | ||
Gain on settlement of payables | (1,608) | |
Shares issued for compensation | 106,096 | |
Share-based payments | 106,096 | |
Unrealized foreign exchange | 1,596 | 1,215 |
Non-cash working capital item changes: | ||
Receivables | 7,785 | (3,374) |
Prepayments | (13,368) | (16,978) |
Accounts payables, accrued liabilities and due to related parties | 9,817 | (12,551) |
Net cash used in operating activities | (590,084) | (162,744) |
CASH FLOWS FROM INVESTING ACTIVITY | ||
Mineral property | (372,078) | (32,758) |
Net cash provided by investing activities | (372,078) | (32,758) |
CASH FLOWS FROM FINANCING ACTIVITY | ||
Private placement | 1,061,571 | |
Share issuance costs | (24,206) | |
Subscriptions received in advance | 66,800 | |
Net cash provided by financing activity | 1,037,365 | 66,800 |
Change in cash for the period | 75,203 | (128,702) |
Cash, beginning of period | 337,099 | 139,021 |
Cash, end of period | 412,302 | 10,319 |
Interest | ||
Income taxes |
CONDENSED CONSOLIDATED INTERIM6
CONDENSED CONSOLIDATED INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) - CAD | Common Stock | Additional Paid-In Capital | Subscriptions Received in Advance | Cumulative Translation Adjustment | Equity (Deficit) | Total |
Beginning Balance at Jul. 31, 2016 | CAD 32,867 | CAD 2,475,194 | CAD (166,663) | CAD (1,836,969) | CAD 504,429 | |
Beginning Balance, in shares at Jul. 31, 2016 | 32,866,261 | |||||
Shares issued for cash | CAD (13,000) | 13,000 | ||||
Shares issued for cash, in shares | (13,000,186) | |||||
Shares issued for mineral property | CAD 1,500 | 238,500 | 240,000 | |||
Shares issued for mineral property, in shares | 1,500,000 | |||||
Shares issued for compensation | CAD 400 | 59,600 | 60,000 | |||
Shares issued for compensation, in shares | 400,000 | |||||
Subscriptions received in advance | 66,800 | 66,800 | ||||
Share issuance costs | (127,067) | (127,067) | ||||
Share-based payments | 106,096 | 106,096 | ||||
Loss for the period | (297,152) | (297,152) | ||||
Ending Balance at Oct. 31, 2016 | CAD 33,267 | 2,640,890 | 66,800 | (166,663) | (2,134,121) | 440,173 |
Ending Balance, in shares at Oct. 31, 2016 | 33,266,261 | |||||
Shares issued for cash | CAD 31,849 | 6,631,058 | (66,800) | 6,596,107 | ||
Shares issued for cash, in shares | 31,849,314 | |||||
Warrants exercised | CAD 272 | 26,936 | 27,208 | |||
Warrants exercised, shares | 272,080 | |||||
Options exercised | CAD 400 | 59,600 | 60,000 | |||
Options exercised, shares | 400,000 | |||||
Shares issued for mineral property | CAD 920 | 183,080 | 184,000 | |||
Shares issued for mineral property, in shares | 920,000 | |||||
Share issuance costs | (342,370) | (342,370) | ||||
Share-based payments | 903,968 | 903,968 | ||||
Loss for the period | (3,893,803) | (3,893,803) | ||||
Ending Balance at Jul. 31, 2017 | CAD 66,708 | 10,103,162 | (166,663) | (6,027,924) | 3,975,283 | |
Ending Balance, in shares at Jul. 31, 2017 | 66,707,655 | |||||
Shares issued for cash | CAD 7,077 | 1,054,494 | 1,061,571 | |||
Shares issued for cash, in shares | 7,077,140 | |||||
Shares issued for debt conversion | CAD 417 | 95,535 | 95,952 | |||
Shares issued for debt conversion, shares | 417,184 | |||||
Warrants exercised, shares | 272,080 | |||||
Options exercised, shares | 400,000 | |||||
Shares issued for mineral property | CAD 920 | 183,080 | 184,000 | |||
Shares issued for mineral property, in shares | 920,000 | |||||
Shares issued for compensation, in shares | 400,000 | |||||
Subscriptions received in advance | ||||||
Share issuance costs | (18,249) | (18,249) | ||||
Share-based payments | 400 | 59,600 | ||||
Loss for the period | (594,306) | (594,306) | ||||
Ending Balance at Oct. 31, 2017 | CAD 74,202 | CAD 11,234,942 | CAD (166,663) | CAD (6,622,230) | CAD 4,520,251 | |
Ending Balance, in shares at Oct. 31, 2017 | 74,201,979 |
NATURE AND CONTINUANCE OF OPERA
NATURE AND CONTINUANCE OF OPERATIONS | 3 Months Ended |
Oct. 31, 2017 | |
Nature And Continuance Of Operations | |
NATURE AND CONTINUANCE OF OPERATIONS | 1. NATURE AND CONTINUANCE OF OPERATIONS Rise Gold Corp. (the “Company”) was originally incorporated as Atlantic Resources Inc. in the State of Nevada on February 9, 2007 and is in the exploration stage. On April 11, 2012, the Company merged its wholly-owned subsidiary, Patriot Minefinders Inc., a Nevada corporation, in and to the Company to effect a name change to Patriot Minefinders Inc. On January 14, 2015, the Company completed a name change to Rise Resources Inc. in the same manner. On April 7, 2017, the Company changed its name to Rise Gold Corp. These mergers were carried out solely for the purpose of effecting these changes of names. On February 16, 2015, the Company increased its authorized capital from 21,000,000 shares to 400,000,000 shares. On January 29, 2016, the Company completed an initial public offering in Canada and began trading on the Canadian Securities Exchange (“CSE”) on February 1, 2016. On November 28, 2017, the Company ceased trading on the OTC Pink Market and began trading on the OTCQB Venture Market. 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 condensed consolidated interim 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 assets and discharge liabilities in the normal course of business. The Company has incurred a loss of $594,306 for the period ended October 31, 2017 and has accumulated a deficit of $6,622,230. This raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to maintain continued support from its shareholders and creditors and to raise additional capital and implement its business plan. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. At October 31, 2017, the Company had working capital of $358,319. |
BASIS OF PREPARATION
BASIS OF PREPARATION | 3 Months Ended |
Oct. 31, 2017 | |
Basis Of Preparation | |
BASIS OF PREPARATION | 2. BASIS OF PREPARATION Generally Accepted Accounting Principles The accompanying unaudited condensed consolidated interim financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for financial information with the instructions to Form 10-Q and Regulation S-K. Results are not necessarily indicative of results which may be achieved in the future. The unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis, for the year ended July 31, 2017. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such SEC rules and regulations. Basis of Consolidation These condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiary Rise Grass Valley Inc. All significant intercompany accounts and transactions have been eliminated on consolidation. Subsidiaries Subsidiaries are all entities over which the Company has exposure to variable returns from its involvement and has the ability to use power over the investee to affect its returns. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company until the date on which control ceases. The accounts of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Inter-company transactions, balances and unrealized gains or losses on transactions are eliminated upon consolidation. Recently Adopted and Recently Issued Accounting Standards In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”. This ASU eliminates the current requirement to present deferred tax assets and liabilities as current and noncurrent amounts in a classified balance sheet and replaces it with a noncurrent classification of deferred tax assets and liabilities. The ASU applies to all entities and is effective for annual periods beginning after December 15, 2017, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact of adoption of this standard. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities”. This ASU amendment addresses aspects of recognition, measurement, presentation and disclosure of financial instruments. It affects investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value, and simplifies the impairment assessment of equity investments without a readily determinable fair value by requiring a qualitative assessment. The ASU applies to all entities and is effective for annual periods beginning after December 15, 2017, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact of adoption of this standard. Other than the above, the Company has determined that other significant newly issued accounting pronouncements are either not applicable to the Company’s business or that no material effect is expected on the financial statements as a result of future adoption. Use of Estimates The preparation of these financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant areas requiring the use of estimates include the carrying value and recoverability of mineral properties and the recognition of deferred tax assets based on the change in unrecognized deductible temporary tax differences. Actual results could differ from those estimates, and would impact future results of operations and cash flows. |
MINERAL PROPERTY OPTION
MINERAL PROPERTY OPTION | 3 Months Ended |
Oct. 31, 2017 | |
Extractive Industries [Abstract] | |
MINERAL PROPERTY OPTION | 3. MINERAL PROPERTY INTERESTS The Company’s mineral properties balance consists of: Indata, British Columbia Klondike, British Columbia Idaho-Maryland, California Total Balance, July 31, 2016 $ 50,000 $ 513,031 $ — $ 563,031 Cash paid — — 3,605,854 3,605,854 Shares issued — — 184,000 184,000 Write-off (50,000 ) (513,031 ) — (563,031 ) Balance, July 31, 2017 — — 3,789,854 3,789,854 Cash paid — — 372,078 372,078 Balance, October 31, 2017 $ — $ — $ 4,161,932 $ 4,161,932 Title to mineral properties Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain mineral titles as well as the potential for problems arising from the frequently ambiguous conveying history characteristic of many mineral properties. As at October 31, 2017, the Company holds title to the Idaho-Maryland Gold Mine Property. Indata, British Columbia On May 18, 2015, the Company entered into an option agreement with Eastfield Resources Ltd., (“Eastfield”), pursuant to which Eastfield granted the Company the exclusive and irrevocable right to acquire up to a 75% interest in and to certain claims in the Indata property located in the Omineca Mining Division in British Columbia, Canada, for total consideration of $450,000 in cash and minimum aggregate exploration expenditures of $2,500,000. As at July 31, 2017, the Company had paid $50,000 towards the 75% interest earn-in and incurred cumulative exploration expenditures of $4,035 on the Indata property. During the year ended July 31, 2017, the Company terminated its option agreement with Eastfield; accordingly, the Company has written off $50,000 in acquisition costs in relation to the Indata property as at July 31, 2017. Klondike, British Columbia On May 26, 2016, the Company entered into an agreement with Klondike Gold Corp. (“Klondike”) regarding the purchase of a portfolio of seven gold and base metal properties in southeast British Columbia for total consideration of $200,000 cash, the issuance of 3,500,000 common shares, and the issuance of 2,500,000 warrants. As at July 31, 2017, the Company had paid Klondike $50,000 in cash, issued 1,500,000 shares of the Company’s common stock valued at $240,000, and issued 1,500,000 warrants valued at $223,031 (discount rate – 0.49%, volatility – 200.64%, expected life – 2 years, dividend yield – 0%), exercisable at $0.227 per share until July 13, 2018, and incurred cumulative exploration expenditures of $10,408 on the Klondike properties. During the year ended July 31, 2017, the Company terminated the purchase agreement with Klondike and paid a settlement of $100,000 to Klondike; accordingly the Company has written off $513,031 in acquisition costs in relation to the Klondike properties as at July 31, 2017. Idaho-Maryland Gold Mine Property, California On August 30, 2016, the Company entered into an option agreement with three parties to purchase a 100% interest in and to the Idaho-Maryland Gold Mine property located near Grass Valley, California, United States; pursuant to the option agreement, in order to exercise the option, the Company was to have paid US$2,000,000 by November 30, 2016. Upon execution of the option agreement, the Company paid the vendors a non-refundable cash deposit in the amount of $32,758 (US$25,000), which was credited against the purchase price of US$2,000,000 upon exercise of the option. On November 30, 2016, the Company negotiated an extension of the closing date of the option agreement to December 26, 2016, in return for a cash payment of $32,758 (US$25,000), which was credited against the purchase price of US$2,000,000 upon exercise of the option. On December 28, 2016, the Company negotiated a further no-cost extension of the closing date of the option agreement to April 30, 2017. On January 25, 2017, the Company exercised the option by paying $2,588,625 (US$1,950,000), and acquired a 100% interest in the Idaho-Maryland Gold Mine property. In connection with the option agreement, the Company agreed to pay a cash commission of $184,000 (US$140,000) equal to 7 per cent of the purchase price of US$2,000,000; the commission was settled on January 25, 2017 through the issuance of 920,000 units valued at $0.20 per unit (Note 7). The Company also incurred additional transaction costs of $144,391, which have been included in the carrying value of the Idaho-Maryland Gold Mine. On January 6, 2017, the Company entered into an option agreement with Sierra Pacific Industries Inc. (“Sierra”) to purchase a 100% interest in and to certain surface rights totalling approximately 82 acres located near Grass Valley, California, United States, contiguous to the Idaho-Maryland Gold Mine property acquired by the Company on January 25, 2017. Pursuant to the option agreement, in order to exercise the option, the Company was to have paid US$1,900,000 by March 31, 2017. Upon execution of the option agreement, the Company paid the vendors a non-refundable cash deposit in the amount of $132,732 (US$100,000), which will be credited against the purchase price of US$1,900,000 upon exercise of the option. On April 3, 2017, the Company negotiated an extension of the closing date of the option agreement to June 30, 2017, in return for a cash payment of $268,000 (US$200,000), at which time a payment of US$1,600,000 was due in order to exercise the option. On June 7, 2017, the Company negotiated an extension of the closing date of the option agreement to September 30, 2017, in return for a cash payment of $406,590 (US$300,000), at which time a payment of US$1,300,000 was due in order to exercise the option. On September 1, 2017, the Company negotiated a third extension of the closing date of the option agreement to June 30, 2018 in return for cash payments as follows: US$300,000 by September 30, 2017 (paid $372,078), US$300,000 by December 30, 2017, US$300,000 by March 30, 2018, and a final payment of US$400,000 by June 30, 2018, which will be credited against the remaining purchase price of US$1,300,000. At October 31, 2017 a total of US$1,000,000 remained payable. As at October 31, 2017, the Company has incurred cumulative property investigation costs of $55,253 and cumulative exploration expenditures of $549,974 on the Idaho-Maryland Gold Mine property as follows: Three month period ended October 31, 2017 Year ended July 31, 2017 Opening balance $ 375,980 $ — Idaho-Maryland Gold Mine expenditures: Consulting $ 71,883 $ 287,411 Exploration 2,022 54,753 Rent 8,234 10,968 Supplies 82,372 4,020 Sampling 4,070 8,623 Travel 5,413 10,205 Total expenditures $ 173,994 $ 375,980 Closing balance $ 549,974 $ 375,980 |
CONTINGENCY
CONTINGENCY | 3 Months Ended |
Oct. 31, 2017 | |
Debt Disclosure [Abstract] | |
CONTINGENCY | 4. CONTINGENCY During the year ended July 31, 2014, the Company entered into a binding letter of intent (“LOI”) with Wundr Software Inc. (“Wundr”). Under the terms of the LOI, the Company would acquire 100% of the issued and outstanding common shares of Wundr. Due to unforeseen circumstances, the Company did not complete the transactions contemplated in the LOI, which the Company announced had expired on January 10, 2014. On September 17, 2014, the Company learned that it was the subject, along with a number of additional defendants, of a notice of civil claim (the “Claim”) filed in the Supreme Court of British Columbia by Wundr, under which Wundr is seeking general damages from the Company as well as damages for conspiracy to cause economic harm. None of the allegations contained in the Claim have been proven in court. Management has determined that the probability of the Claim resulting in an unfavourable outcome and financial loss to the Company is unlikely. |
PROMISSORY NOTES PAYABLE
PROMISSORY NOTES PAYABLE | 3 Months Ended |
Oct. 31, 2017 | |
Notes to Financial Statements | |
PROMISSORY NOTES PAYABLE | 5. PROMISSORY NOTES PAYABLE During the year ended July 31, 2017, the Company issued promissory notes totalling $220,000, accruing interest in advance at 10% every three months, maturing on June 29, 2017. Subsequently, the Company and one promissory note holder agreed to reduce the interest rate to 7.2% and make an early repayment of principal of $100,000 and accrued interest of $7,200. The remaining principal of $120,000 and accrued interest of $12,000 was also repaid during the year ended July 31, 2017. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Oct. 31, 2017 | |
Related Party Transactions | |
RELATED PARTY TRANSACTIONS | 6. RELATED PARTY TRANSACTIONS Key management personnel consist of the Chief Executive Officer, Chief Financial Officer, and the directors of the Company. The remuneration of the key management personnel is as follows: a) Salaries of $45,000 (2016 - $30,000) and nil (2016 – 400,000) shares of common stock valued at $nil (2016 - $60,000), recognized in consulting expense, to the CEO of the Company; b) Consulting fees of $nil (2016 - $19,500) to the former CEO of the Company. c) Consulting fees of $12,000 (2016 - $9,000) to the CFO of the Company, and consulting fees of $3,000 (2016 - $1,821) to a company in which the CFO holds a 50% interest. d) Consulting fees of $3,000 (2016 - $1,821) to a company in which a former director of the Company holds a 50% interest. e) Share-based payments of $nil (2016 - $106,096) to the CEO and directors of the Company. As at October 31, 2017, the Company has recorded loans from related parties of $39,324 (US$30,500) (July 31, 2017 - $38,079 (US$30,500)) representing advances made by a director and a former director and officer. The advances are due on demand without interest. As at October 31, 2017, included in due to related parties is $20,334 (July 31, 2017 - $20,385) in accounts and advances payable and accrued liabilities to current and former officers and companies controlled by directors and officers of the Company. |
CAPITAL STOCK AND ADDITIONAL PA
CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL | 3 Months Ended |
Oct. 31, 2017 | |
Capital Stock And Additional Paid-in-capital | |
CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL | 7. CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL Issued Capital Stock On August 1, 2016, the Company issued 400,000 shares of common stock at a price of $0.15 per share to the Company’s CEO as compensation. The shares were valued at $60,000 on issuance and were recognized as consulting expense. On November 1, 2016 and November 7, 2016, the Company issued a total of On January 25, 2017, the Company issued 920,000 units valued at $0.20 per unit to an individual pursuant to a debt conversion by the individual in the amount of $184,000 (US$140,000), representing a cash commission equal to seven per cent of the US$2,000,000 purchase price of the Idaho-Maryland property (Note 3). On August 9, 2017, the Company issued 417,184 units valued at $0.23 per unit to a third party pursuant to a debt conversion by the third party in the amount of $95,952, representing finders’ fees payable on the private placement which closed May 5, 2017. Private Placements On December 23, 2016, the Company completed a non-brokered private placement, issuing an aggregate of 21,044,500 units at a price of $0.20 per unit for gross proceeds of $4,208,900. Each unit consisted of one share of common stock and one transferable share purchase warrant exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance. In connection with the private placement, the Company paid finders fees of $218,410, other share issuance costs of $15,723, and issued a total of 1,104,300 finders’ warrants valued at $191,724 (discount rate – 0.76%, volatility – 179.53%, expected life – 2 years, dividend yield – 0%), exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance. On January 24, 2017, the Company completed a non-brokered private placement, issuing an aggregate of 1,340,000 units at a price of $0.20 per unit for gross proceeds of $268,000. Each unit consisted of one share of common stock and one transferable share purchase warrant exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance. In connection with the private placement, the Company paid finders fees of $5,220 and issued a total of 26,100 finders’ warrants valued at $5,919 (discount rate – 0.76%, volatility – 175.85%, expected life – 2 years, dividend yield – 0%), exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance. On February 6, 2017, the Company completed a non-brokered private placement, issuing an aggregate of 455,000 units at a price of $0.25 per unit for gross proceeds of $113,750. Each unit consisted of one share of common stock and one transferable share purchase warrant exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance. In connection with the private placement, the Company paid finders fees of $2,625 and issued a total of 10,500 finders’ warrants valued at $2,657 (discount rate – 0.70%, volatility – 175.86%, expected life – 2 years, dividend yield – 0%), exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance. On May 5, 2017, the Company completed a non-brokered private placement, issuing an aggregate of 9,009,814 units at a price of $0.23 per unit for gross proceeds of $2,072,257. Each unit consisted of one share of common stock and one transferable share purchase warrant exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance. In connection with the private placement, the Company paid finders fees of $100,392 and issued a total of 436,488 finders’ warrants valued at $92,991 (discount rate – 0.67%, volatility – 170.28%, expected life – 2 years, dividend yield – 0%), exercisable into one share of common stock at a price of $0.40 for a period of two years from the date of issuance. On September 26, 2017, the Company completed the first tranche of a non-brokered private placement, issuing an aggregate of 7,077,140 units at a price of $0.15 per unit for gross proceeds of $1,061,571. Each unit consisted of one share of common stock and one non-transferable share purchase warrant exercisable into one share of common stock at a price of $0.25 for a period of two years from the date of issuance. In connection with the private placement, the Company paid finders fees of $540 and issued a total of 3,600 finders’ warrants valued at $388 (discount rate – 1.59%, volatility – 150.97%, expected life – 2 years, dividend yield – 0%), exercisable into one share of common stock at a price of $0.25 for a period of two years from the date of issuance. Stock Options During the three month period ended October 31, 2017, the Company did not grant any stock options. During the year ended July 31, 2017, the Company granted: a) a total of 2,729,142 stock options to the Company’s CEO, exercisable at a weighted average price of $0.23 per share for a period of five years; b) 500,000 incentive stock options to an investor relations consultant, each option exercisable into one share of common stock at a price of $0.33 until February 7, 2020. c) 500,000 stock options to a director of the Company, exercisable at a price of $0.27 per share until April 3, 2022. d) 900,000 stock options to two directors of the Company, exercisable at a price of $0.28 per share until April 20, 2020. The following incentive stock options were outstanding at October 31, 2017: Number Exercise Expiry Date 1,100,000 $ 0.15 March 22, 2021 586,600 0.20 August 8, 2021 2,142,542 0.24 December 27, 2021 500,000 0.33 February 7, 2020 500,000 0.27 April 3, 2022 900,000 0.28 April 30, 2020 5,729,142 0.24 Stock option transactions are summarized as follows: Number of Options Weighted Average Exercise Price Balance, July 31, 2016 2,700,000 $ 0.15 Options granted 4,629,142 0.26 Options exercised (400,000 ) (0.15 ) Options expired/forfeited (1,200,000 ) (0.15 ) Balance outstanding and exercisable, July 31 and October 31, 2017 5,729,142 $ 0.24 Warrants The following warrants were outstanding at October 31, 2017: Number Exercise Expiry Date 192,670 $ 0.10 January 29, 2018 1,500,000 0.227 July 13, 2018 22,148,800 0.40 December 23, 2018 2,286,100 0.40 January 24, 2019 465,500 0.40 February 6, 2019 9,863,486 0.40 May 5, 2019 7,080,740 0.25 September 25, 2019 43,537,296 $ 0.37 Warrant transactions are summarized as follows: Number of Options Weighted Average Exercise Price Balance, July 31, 2016 1,964,750 $ 0.20 Warrants issued 34,346,702 0.40 Warrants exercised (272,080 ) (0.10 ) Balance, July 31, 2017 36,039,372 $ 0.39 Warrants issued 7,497,924 0.26 Balance, October 31, 2017 43,537,296 $ 0.37 During the three month period ended October 31, 2017, the Company issued a total of 3,600 (2016 – nil) finders’ warrants with a weighted average fair value of $0.11 (2016 - $nil) per warrant. The following weighted average assumptions were used for the Black-Scholes option-pricing model valuation of finders’ warrants issued during the period: 2017 2016 Risk-free interest rate 1.59 % N/A Expected life of warrants 2.0 years N/A Expected annualized volatility 150.97 % N/A Dividend Nil N/A Forfeiture rate 0 % N/A Share-Based Payments The Company has a stock option plan under which it is authorized to grant options to executive officers and directors, employees and consultants enabling them to acquire up to 10% of the issued and outstanding common stock of the Company. Under the plan the exercise price of each option equals the market price of the Company’s stock, less any applicable discount, as calculated on the date of grant. The options can be granted for a maximum term of 5 years with vesting determined by the board of directors. During the three month period ended October 31, 2017, the Company granted nil (2016 - 586,600) stock options with a weighted average fair value of $nil (2016 - $0.18) per share, recognizing share-based payments expense of $nil (2016 - $106,096). The following weighted average assumptions were used for the Black-Scholes option-pricing model valuation of stock options granted during the period: 2017 2016 Risk-free interest rate N/A 0.54 % Expected life of options N/A 5.00 years Expected annualized volatility N/A 148.45 % Dividend N/A — Forfeiture rate N/A — |
SUPPLEMENTAL DISCLOSURE WITH RE
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS | 3 Months Ended |
Oct. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS | 8. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS During the three month period ended October 31, 2017, the Company: a) Issued 3,600 finders’ warrants valued at $388 (Note 7); b) Issued 417,184 units, each unit comprised of one share of common stock and one share purchase warrant, valued at $95,952, pursuant to a debt conversion in relation to finders’ fees payable on the private placement which closed on May 5, 2017 (Note 7); and c) Accrued $1,600 in share issuance costs through accounts payable and accrued liabilities. During the three month period ended October 31, 2016, the Company accrued $2,664 in share issuance costs through accounts payable and accrued liabilities. |
SEGMENTED INFORMATION
SEGMENTED INFORMATION | 3 Months Ended |
Oct. 31, 2017 | |
Segmented Information | |
SEGMENTED INFORMATION | 9. SEGMENTED INFORMATION The Company has two reportable segments, being the acquisition of exploration and evaluation assets located in British Columbia, Canada, and California, United States. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 3 Months Ended |
Oct. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | 10. SUBSEQUENT EVENT Subsequent to October 31, 2017, the Company received $97,500 in advance subscriptions for a potential financing. |
BASIS OF PREPARATION (Policies)
BASIS OF PREPARATION (Policies) | 3 Months Ended |
Oct. 31, 2017 | |
Basis Of Preparation Policies | |
Generally accepted accounting principles | Generally Accepted Accounting Principles The accompanying unaudited condensed consolidated interim financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for financial information with the instructions to Form 10-Q and Regulation S-K. Results are not necessarily indicative of results which may be achieved in the future. The unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis, for the year ended July 31, 2017. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such SEC rules and regulations. |
Basis of Consolidation | Basis of Consolidation These condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiary Rise Grass Valley Inc. All significant intercompany accounts and transactions have been eliminated on consolidation. Subsidiaries Subsidiaries are all entities over which the Company has exposure to variable returns from its involvement and has the ability to use power over the investee to affect its returns. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company until the date on which control ceases. The accounts of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Inter-company transactions, balances and unrealized gains or losses on transactions are eliminated upon consolidation. |
Recently Adopted and Recently Issued Accounting Standards | Recently Adopted and Recently Issued Accounting Standards In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”. This ASU eliminates the current requirement to present deferred tax assets and liabilities as current and noncurrent amounts in a classified balance sheet and replaces it with a noncurrent classification of deferred tax assets and liabilities. The ASU applies to all entities and is effective for annual periods beginning after December 15, 2017, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact of adoption of this standard. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities”. This ASU amendment addresses aspects of recognition, measurement, presentation and disclosure of financial instruments. It affects investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value, and simplifies the impairment assessment of equity investments without a readily determinable fair value by requiring a qualitative assessment. The ASU applies to all entities and is effective for annual periods beginning after December 15, 2017, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact of adoption of this standard. Other than the above, the Company has determined that other significant newly issued accounting pronouncements are either not applicable to the Company’s business or that no material effect is expected on the financial statements as a result of future adoption. |
Use of Estimates | Use of Estimates The preparation of these financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant areas requiring the use of estimates include the carrying value and recoverability of mineral properties and the recognition of deferred tax assets based on the change in unrecognized deductible temporary tax differences. Actual results could differ from those estimates, and would impact future results of operations and cash flows. |
MINERAL PROPERTY INTERESTS (Tab
MINERAL PROPERTY INTERESTS (Tables) | 3 Months Ended |
Oct. 31, 2017 | |
Mineral Property Interests Tables | |
Schedule of Mineral Properties | The Company’s mineral properties balance consists of: Indata, British Columbia Klondike, British Columbia Idaho-Maryland, California Total Balance, July 31, 2016 $ 50,000 $ 513,031 $ — $ 563,031 Cash paid — — 3,605,854 3,605,854 Shares issued — — 184,000 184,000 Write-off (50,000 ) (513,031 ) — (563,031 ) Balance, July 31, 2017 — — 3,789,854 3,789,854 Cash paid — — 372,078 372,078 Balance, October 31, 2017 $ — $ — $ 4,161,932 $ 4,161,932 |
Schedule of Idaho-Maryland Gold Mine expenditures | Three month period ended October 31, 2017 Year ended July 31, 2017 Opening balance $ 375,980 $ — Idaho-Maryland Gold Mine expenditures: Consulting $ 71,883 $ 287,411 Exploration 2,022 54,753 Rent 8,234 10,968 Supplies 82,372 4,020 Sampling 4,070 8,623 Travel 5,413 10,205 Total expenditures $ 173,994 $ 375,980 Closing balance $ 549,974 $ 375,980 |
CAPITAL STOCK AND ADDITIONAL 19
CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL (Tables) | 3 Months Ended |
Oct. 31, 2017 | |
Capital Stock And Additional Paid-in-capital Tables | |
Schedule of Stock Option Outstanding | The following incentive stock options were outstanding at October 31, 2017: Number Exercise Expiry Date 1,100,000 $ 0.15 March 22, 2021 586,600 0.20 August 8, 2021 2,142,542 0.24 December 27, 2021 500,000 0.33 February 7, 2020 500,000 0.27 April 3, 2022 900,000 0.28 April 30, 2020 5,729,142 0.24 Stock option transactions are summarized as follows: Number of Options Weighted Average Exercise Price Balance, July 31, 2016 2,700,000 $ 0.15 Options granted 4,629,142 0.26 Options exercised (400,000 ) (0.15 ) Options expired/forfeited (1,200,000 ) (0.15 ) Balance outstanding and exercisable, July 31 and October 31, 2017 5,729,142 $ 0.24 |
Schedule of Stock Warrants Outstanding | Warrants The following warrants were outstanding at October 31, 2017: Number Exercise Expiry Date 192,670 $ 0.10 January 29, 2018 1,500,000 0.227 July 13, 2018 22,148,800 0.40 December 23, 2018 2,286,100 0.40 January 24, 2019 465,500 0.40 February 6, 2019 9,863,486 0.40 May 5, 2019 7,080,740 0.25 September 25, 2019 43,537,296 $ 0.37 Warrant transactions are summarized as follows: Number of Options Weighted Average Exercise Price Balance, July 31, 2016 1,964,750 $ 0.20 Warrants issued 34,346,702 0.40 Warrants exercised (272,080 ) (0.10 ) Balance, July 31, 2017 36,039,372 $ 0.39 Warrants issued 7,497,924 0.26 Balance, October 31, 2017 43,537,296 $ 0.37 |
Schedule of stock option granted during the year | The following weighted average assumptions were used for the Black-Scholes option-pricing model valuation of finders’ warrants issued during the period: 2017 2016 Risk-free interest rate 1.59 % N/A Expected life of warrants 2.0 years N/A Expected annualized volatility 150.97 % N/A Dividend Nil N/A Forfeiture rate 0 % N/A The following weighted average assumptions were used for the Black-Scholes option-pricing model valuation of stock options granted during the period: 2017 2016 Risk-free interest rate N/A 0.54 % Expected life of options N/A 5.00 years Expected annualized volatility N/A 148.45 % Dividend N/A — Forfeiture rate N/A — |
NATURE AND CONTINUANCE OF OPE20
NATURE AND CONTINUANCE OF OPERATIONS (Details Narrative) - CAD | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2017 | Oct. 31, 2016 | Jul. 31, 2017 | Feb. 16, 2015 | |
Nature And Continuance Of Operations Details Narrative | ||||
Loss for the period | CAD 594,306 | CAD 297,152 | CAD 3,893,803 | |
Accumulated Deficit | 6,622,230 | CAD 6,027,924 | ||
Working capital | CAD 358,319 | |||
Authorized Capital of Company | 400,000,000 | 400,000,000 | 400,000,000 |
MINERAL PROPERTIES (Details)
MINERAL PROPERTIES (Details) - CAD | 3 Months Ended | 12 Months Ended |
Oct. 31, 2017 | Jul. 31, 2017 | |
Mineral Property | CAD 3,789,854 | CAD 563,031 |
Cash Paid | 372,078 | 3,605,854 |
Shares issued | 184,000 | |
Write-off | 563,031 | (563,031) |
Mineral Property | 4,161,932 | 3,789,854 |
Indata, British Columbia | ||
Mineral Property | 50,000 | |
Cash Paid | ||
Shares issued | ||
Write-off | (50,000) | |
Mineral Property | ||
Klondike, British Columbia | ||
Mineral Property | 513,031 | |
Cash Paid | ||
Shares issued | ||
Write-off | (513,031) | |
Mineral Property | ||
Idaho-Maryland, California | ||
Mineral Property | 3,789,854 | |
Cash Paid | 372,078 | 3,605,854 |
Shares issued | 184,000 | |
Write-off | ||
Mineral Property | CAD 4,161,932 | CAD 3,789,854 |
MINERAL PROPERTIES (Details 2)
MINERAL PROPERTIES (Details 2) - Idaho-Maryland Gold Mine [Member] - CAD | 3 Months Ended | 12 Months Ended |
Oct. 31, 2017 | Jul. 31, 2017 | |
Mineral Property Expenses | CAD 375,980 | |
Consulting | 71,883 | 287,411 |
Exploration | 2,022 | 54,753 |
Rent | 8,234 | 10,968 |
Supplies | 82,372 | 4,020 |
Sampling | 4,070 | 8,623 |
Travel | 5,413 | 10,205 |
Total expenditures | 173,994 | 375,980 |
Mineral Property Expenses | CAD 549,974 | CAD 375,980 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - CAD | 3 Months Ended | 9 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | Jul. 31, 2017 | |
Related Party Transactions (Textual) [Abstract] | |||
Salaries | CAD 45,000 | CAD 32,231 | |
Share Based Compensation | 106,096 | CAD 903,968 | |
Chief Executive Officer [Member] | |||
Related Party Transactions (Textual) [Abstract] | |||
Salaries | 45,000 | 30,000 | |
Formar Ceo [Member] | |||
Related Party Transactions (Textual) [Abstract] | |||
Consulting fees | 19,500 | ||
Chief Financial Officer [Member] | |||
Related Party Transactions (Textual) [Abstract] | |||
Consulting fees | CAD 12,000 | CAD 900 |
CAPITAL STOCK AND ADDITIONAL 24
CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL (Details) | 3 Months Ended |
Oct. 31, 2017CAD / sharesshares | |
Stock Option [Member] | |
Number of Shares | shares | 1,100,000 |
Exercise Price | CAD / shares | CAD 0.15 |
Expiry Date | Mar. 22, 2021 |
Stock Option [Member] | |
Number of Shares | shares | 586,600 |
Exercise Price | CAD / shares | CAD 0.20 |
Expiry Date | Aug. 8, 2021 |
Stock Option [Member] | |
Number of Shares | shares | 2,142,542 |
Exercise Price | CAD / shares | CAD 0.24 |
Expiry Date | Dec. 27, 2021 |
Stock Option [Member] | |
Number of Shares | shares | 500,000 |
Exercise Price | CAD / shares | CAD 0.33 |
Expiry Date | Feb. 7, 2020 |
Stock Option [Member] | |
Number of Shares | shares | 500,000 |
Exercise Price | CAD / shares | CAD 0.27 |
Expiry Date | Apr. 3, 2022 |
Stock Option [Member] | |
Number of Shares | shares | 900,000 |
Exercise Price | CAD / shares | CAD 0.28 |
Expiry Date | Apr. 30, 2020 |
Stock Option [Member] | |
Number of Shares | shares | 5,729,142 |
Exercise Price | CAD / shares | CAD 0.24 |
Warrant [Member] | |
Number of Shares | shares | 192,670 |
Exercise Price | CAD / shares | CAD 0.10 |
Expiry Date | Jan. 29, 2018 |
Warrant [Member] | |
Number of Shares | shares | 1,500,000 |
Exercise Price | CAD / shares | CAD 0.227 |
Expiry Date | Jul. 13, 2018 |
Warrant [Member] | |
Number of Shares | shares | 22,148,800 |
Exercise Price | CAD / shares | CAD 0.40 |
Expiry Date | Dec. 23, 2018 |
Warrant [Member] | |
Number of Shares | shares | 2,286,100 |
Exercise Price | CAD / shares | CAD 0.40 |
Expiry Date | Jan. 24, 2019 |
Warrant [Member] | |
Number of Shares | shares | 465,500 |
Exercise Price | CAD / shares | CAD 0.40 |
Expiry Date | Feb. 6, 2019 |
Warrant [Member] | |
Number of Shares | shares | 9,446,302 |
Exercise Price | CAD / shares | CAD 0.40 |
Expiry Date | May 5, 2019 |
Warrant [Member] | |
Number of Shares | shares | 7,080,740 |
Exercise Price | CAD / shares | CAD 0.25 |
Expiry Date | Sep. 25, 2019 |
Warrant [Member] | |
Number of Shares | shares | 43,537,296 |
Exercise Price | CAD / shares | CAD 0.37 |
CAPITAL STOCK AND ADDITIONAL 25
CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL (Details 2) | 3 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Stock Option [Member] | ||
Risk-free interest rate | 0.54% | |
Expected life of options | 5 years | |
Expected annualized volatility | 148.45% | |
Warrant [Member] | ||
Risk-free interest rate | 1.59% | |
Expected life of options | 2 years | |
Expected annualized volatility | 150.97% |
CAPITAL STOCK AND ADDITIONAL 26
CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL (Details 3) - CAD / shares | 3 Months Ended | 9 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | Jul. 31, 2017 | |
Stock Option [Member] | |||
Number of Options/Warrants | |||
Beginning Balance | 5,729,142 | 2,700,000 | 5,729,142 |
Options granted | 4,629,142 | ||
Options exercised | (400,000) | ||
Options expired/forfeited | (1,200,000) | ||
Ending Balance | 5,729,142 | 5,729,142 | 5,729,142 |
Balance outstanding and exercisable | 5,729,142 | ||
Weighted Average Exercise Price | |||
Beginning Balance | CAD .24 | CAD 0.15 | CAD 0.24 |
Options granted | 0.26 | ||
Options exercised | (0.15) | ||
Options expired/forfeited | (0.15) | ||
Ending Balance | 0.24 | CAD 0.24 | CAD .24 |
Balance outstanding and exercisable | CAD 0.24 | ||
Warrant [Member] | |||
Number of Options/Warrants | |||
Beginning Balance | 36,039,372 | 1,964,750 | 36,039,372 |
Options granted | 7,497,924 | 34,346,702 | |
Options exercised | (272,080) | ||
Ending Balance | 43,537,296 | 36,039,372 | 36,039,372 |
Weighted Average Exercise Price | |||
Beginning Balance | CAD .39 | CAD 0.20 | CAD 0.39 |
Options granted | 0.26 | 0.40 | |
Options exercised | (0.10) | ||
Ending Balance | 0.37 | CAD 0.39 | CAD .39 |
Balance outstanding and exercisable | CAD 0.37 |