Rise Gold Corp. (Form: S-1, Received: 10/31/2019 06:06:42)

As filed with the Commission on October 30, 2019

File No. 333-___________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

RISE GOLD CORP.

(Exact Name of Registrant as Specified in its Charter)


Nevada	1000	30-0692325
(State or other jurisdiction of incorporation)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

Suite 650 - 669 Howe Street

Vancouver, BC V6C 0B4

Canada

(604) 260-4577

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Nevada Business Center, LLC

701 South Carson Street, Suite 200

Carson City, Nevada 89701

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Dale A. Rondeau, Esq.

Thomas, Rondeau LLP

Suite 1780 - 400 Burrard Street
Vancouver, British Columbia V6C 3A6

Canada

J. Brad Wiggins, Esq.

SecuritiesLawUSA, PC

1875 Century Park East, 6^th Floor

Los Angeles, California 90067

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company:


Large Accelerated Filer ☐	Accelerated Filer ☐	Non-Accelerated Filer ☐	Smaller Reporting Company ☒

			Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section (7)(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE^*


Title of Each Class of Securities to be Registered	Amount to be Registered⁽¹⁾	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock offered by selling stockholders	56,194,566	$0.0508⁽²⁾	$2,854,683.95 ⁽²⁾	$370.54 ⁽²⁾
Common Stock issuable upon exercise of common stock purchase warrants held by selling stockholders exercisable at CDN$0.10 per share	39,709,245	$0.07462⁽³⁾	$3,034,580.50 ⁽³⁾	$393.89 ⁽³⁾

Total	95,903,811		$5,889,264.45	$764.34 ⁽⁵⁾

(1)

Pursuant to Rule 416 under the Securities Act, the shares of Common Stock being registered hereunder include such indeterminate number of shares as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

(2)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act. The proposed maximum offering price per share and proposed maximum aggregate offering price are based upon the average of the high and low prices of the Common Stock as of October 23, 2019 as quoted on the OTCQB of $0.0508.

(3)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(g) based on the highest exercise price of the warrants of CDN$0.10 per share converted into United States dollars based on the exchange rate of one Canadian dollar to U.S. dollars as reported by the Bank of Canada on October 23, 2019 of CDN$1.00 to US$0.7642.

(4)

A fee of $764.43 is being paid concurrently with the filing of this registration statement.

*All dollar amounts in this table refer to U.S. Dollars unless otherwise noted.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information contained in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and the selling stockholders are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject To Completion, Dated October 30, 2019

[F191028RISEFORMS1002.GIF]

95,903,811 Shares of Common Stock

This prospectus relates to the resale or other disposition from time to time by certain selling stockholders, as further described in this prospectus, of up to an aggregate of 95,903,811 shares of the Common Stock (the “Shares”) of Rise Gold Corp. (the “Company”, “Rise”, “we”, “us” or “our”). The Shares registered for sale are as follows:

56,194,566 Shares held by selling stockholders;

5,184,068 Shares issuable upon exercise of common stock purchase warrants held by selling stockholders issued July 3, 2019 and exercisable at a price per Share of $0.10;

23,025,177 Shares issuable upon exercise of common stock purchase warrants held by selling stockholders issued August 19, 2019 and exercisable at a price per Share of $0.10; and

11,500,000 Shares issuable upon exercise of common stock purchase warrants held by selling stockholders issued on September 9, 2019 and exercisable at a price per Share of $0.10.

The Shares and warrants held by the selling stockholders were issued to such selling stockholders pursuant to private transactions between our company and the selling stockholders. The selling stockholders may sell or otherwise dispose of the Shares covered by this prospectus or interests therein on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. Additional information about the selling stockholders, and the times and manner in which they may offer and sell Shares under this prospectus, is provided in the sections entitled “Selling Stockholders” and “Plan of Distribution” of this prospectus.

We will not receive any proceeds from the resale of the Shares by the selling stockholders.

Our Common Stock is listed on the Canadian Securities Exchange (the “CSE”) under the symbol “RISE” and quoted on the OTCQB under the symbol “RYES”.

All dollar amounts reflected herein refer to Canadian dollars unless otherwise noted.

We are an “emerging growth company” as defined under federal securities laws and, as such, may elect to comply with certain reduced public company requirements for future filings.

Investing in the Shares involves a high degree of risk. See “Risk Factors” beginning on page 5 of this prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities offered hereby or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is _______________, 2019

TABLE OF CONTENTS

GLOSSARY OF TERMS

CURRENCY

ABOUT THIS PROSPECTUS

PROSPECTUS SUMMARY

RISK FACTORS

CAUTIONARY NOTE REGARDING FORWORD-LOOKING STATEMENTS

USE OF PROCEEDS

SELLING STOCKHOLDERS

PLAN OF DISTRIBUTION

DESCRIPTION OF CAPITAL STOCK

LEGAL MATTERS

INTERESTS OF EXPERTS

WHERE YOU CAN FIND MORE INFORMATION

INFORMATION INCORPORATED BY REFERENCE

GLOSSARY OF TERMS

“August 2019 Warrants” means common stock purchase warrants issued on August 19, 2019, exercisable at a price of $0.10 per share until August 19, 2022;

“Common Stock” means the issued and unissued shares of our common stock with a par value of US$0.001;

“CSE” means the Canadian Securities Exchange;

“Exchange Act” means the Securities Exchange Act of 1934, as amended;

“I-M Mine Property” means the Idaho-Maryland Mine Property comprising approximately 93 acres (38 hectares) surface land and approximately 2,800 acres (1,133 hectares) mineral rights located near Grass Valley of Nevada County in northern California, USA.

“I-M Mine Project” means Rise’s gold project located on the I-M Mine Property;

“July 2019 Warrants” means common stock purchase warrants issued on July 3, 2019, exercisable at a price of $0.10 per share until July 3, 2022;

“Securities Act” means the United States Securities Act of 1933, as amended;

“September 2019 Warrants” means common stock purchase warrants issued on September 9, 2019, exercisable at a price of $0.10 per share until September 9, 2022.

CURRENCY

All dollar amounts in this prospectus are expressed in Canadian dollars unless otherwise indicated. Our financial accounts are maintained in Canadian dollars and our financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. Some of our material agreements use Canadian dollars and our Common Stock is traded on the CSE in Canadian dollars. As used herein “CDN$” represents Canadian dollars.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the SEC. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. This prospectus is offering to sell, and is seeking offers to buy, the securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus speaks only as of the date of this prospectus (unless the information specifically indicates that another date applies), regardless of the time of delivery of this prospectus or of any sale of the Shares.

We may provide a prospectus supplement containing specific information about the terms of a particular offering by the selling shareholders, or their transferees. The prospectus supplement may add, update or change information in this prospectus. If information in a prospectus supplement is inconsistent with the information in this prospectus, you should rely on the information in that prospectus supplement. You should read both this prospectus and, if applicable, any prospectus supplement hereto. See “Where You Can Find More Information” for more information.

This prospectus includes and incorporates by reference industry and market data and other information that we have obtained from, or which is based upon, market research, independent industry publications or other publicly

available information. Any such data and other information is subject to change based on various factors, includingthose described below under the heading “Risk Factors” and elsewhere in this prospectus.

We have not, and the selling stockholders have not, authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus or in any supplement to this prospectus or free writing prospectus, and neither we nor the selling stockholders take any responsibility for any other information that others may give you. This prospectus is not an offer to sell, nor is it a solicitation of an offer to buy, the securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus or any prospectus supplement or free writing prospectus is accurate as of any date other than the date on the front cover of those documents, or that the information contained in any document incorporated by reference is accurate as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

PROSPECTUS SUMMARY

This summary highlights certain information contained elsewhere in this prospectus. You should read this entire prospectus carefully, including the “Risk Factors” and the financial statements and related notes incorporated by reference herein. This prospectus includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” References to “we,” “our,” “Rise,” and the “Company” refer to Rise Gold Corp.

About the Company

We are a mineral exploration stage company incorporated in the state of Nevada, United States. Our current business operations are focused on exploring the I-M Mine Property located near Grass Valley of Nevada County in northern California. Our management team is headquartered in Vancouver, BC, Canada.

We acquired our interest in the I-M Mine Project by exercising an option granted pursuant to an option agreement dated August 30, 2016 (as amended November 11, 2016 and December 23, 2016) with the owners of the property. A more detailed discussion of the I-M Mine Project and of the current status of our business operations is provided under the sections entitled “Business” and “Properties” in our Form 10-K annual report for the year ended July 31, 2019 which is incorporated herein by reference. This discussion was prepared through processing historic data on the I-M Mine Property obtained from the vendors and from historic information in public databases in Nevada County.

Our principal executive offices are located at Suite 650 – 669 Howe Street, Vancouver, BC V6C 0B4, Canada, and our telephone number is (604) 260-4577.

The Offering


Shares Offered by the Selling Stockholders		95,903,811 Shares of our Common Stock, including: · 56,194,566 Shares held by selling stockholders; · 5,184,068 Shares issuable upon exercise of common stock purchase warrants held by selling stockholders issued on July 3, 2019 and exercisable at a price per Share of $0.10; · 23,025,177 Shares issuable upon exercise of common stock purchase warrants held by selling stockholders issued on August 19, 2019 and exercisable at a price per Share of $0.10; and · 11,500,000 Shares issuable upon exercise of common stock purchase warrants held by selling stockholders issued on September 9, 2019 and exercisable at a price per Share of $0.10.

Offering Price		Determined at the time of sale by the selling stockholders.
Use of Proceeds		We will not receive any proceeds from the sale of the Shares by selling stockholders covered by this prospectus.
Common Stock Outstanding as of October 30, 2019		220,459,647 shares of Common Stock.
Trading Symbols		Our Common Stock is listed on the CSE under the symbol “RISE” and quoted on the OTCQB under the symbol “RYES”.
Risk Factors		Investing in our securities involves a high degree of risk. See “Risk Factors”.

RISK FACTORS

Investing in the Shares involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information contained and incorporated by reference in this prospectus, before deciding to invest in the Shares. If any of the following risks materialize, our business, financial condition, results of operations, and future prospects will likely be materially and adversely affected. In that event, the market price of the Shares could decline and you could lose all or part of your investment.

Risks Related to Our Company

Our ability to operate as a going concern is in doubt.

The audit opinion and notes that accompany our financial statements for the years ended July 31, 2018 and 2017, disclose a going concern qualification to our ability to continue in business. The accompanying financial statements have been prepared under the assumption that we will continue as a going concern. We are an exploration stage company and we have incurred losses since our inception.

We currently have no historical recurring source of revenue and our ability to continue as a going concern is dependent on our ability to raise capital to fund our future exploration and working capital requirements or our ability to profitably execute our business plan. Our plans for the long-term return to and continuation as a going concern include financing our future operations through sales of our Common Stock and/or debt and the eventual profitable exploitation of our I-M Mine Property. Additionally, the volatility in capital markets and general economic conditions in the United States and elsewhere can pose significant challenges to raising the required funds. These factors raise substantial doubt about our ability to continue as a going concern.

Our consolidated financial statements do not give effect to any adjustments required to realize ours assets and discharge our liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

We will require significant additional capital to fund our business plan.

We will be required to expend significant funds to determine whether proven and probable mineral reserves exist at our properties, to continue exploration and, if warranted, to develop our existing properties, and to identify and acquire additional properties to diversify our property portfolio. We anticipate that we will be required to make substantial capital expenditures for the continued exploration and, if warranted, development of our I-M Mine Property. We have spent and will be required to continue to expend significant amounts of capital for drilling, geological, and geochemical analysis, assaying, and feasibility studies with regard to the results of our exploration at our I-M Mine Property. We may not benefit from some of these investments if we are unable to identify commercially exploitable mineral reserves.

Our ability to obtain necessary funding for these purposes, in turn, depends upon a number of factors, including the status of the national and worldwide economy and the price of metals. Capital markets worldwide were adversely affected by substantial losses by financial institutions, caused by investments in asset-backed securities and remnants from those losses continue to impact the ability for us to raise capital. We may not be successful in obtaining the required financing or, if we can obtain such financing, such financing may not be on terms that are favorable to us.

Our inability to access sufficient capital for our operations could have a material adverse effect on our financial condition, results of operations, or 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 the 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 we 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.

We have a limited operating history on which to base an evaluation of our business and prospects.

Since our inception, we have had no revenue from operations. We have no history of producing products from any of our properties. Our I-M Mine Project is a historic, past-producing mine with very little recent exploration work. 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 re-commissioning 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:

completion of feasibility studies to verify reserves and commercial viability, including the ability to find sufficient ore reserves to support a commercial mining operation;

the timing and cost, which can be considerable, of further exploration, preparing feasibility studies, permitting and construction of infrastructure, mining and processing facilities;

the availability and costs of drill equipment, exploration personnel, skilled labor, and mining and processing equipment, if required;

the availability and cost of appropriate smelting and/or refining arrangements, if required;

compliance with stringent environmental and other governmental approval and permit requirements;

the availability of funds to finance exploration, development, and construction activities, as warranted;

potential opposition from non-governmental organizations, local groups or local inhabitants that may delay or prevent development activities;

potential increases in exploration, construction, and operating costs due to changes in the cost of fuel, power, materials, and supplies; and

potential shortages of mineral processing, construction, and other facilities related supplies.

The costs, timing, and complexities of exploration, development, and construction activities may be increased by the location of our properties and demand by other mineral exploration and mining companies. It is common in exploration programs to experience unexpected problems and delays during drill programs and, if commenced, development, construction, and mine start-up. In addition, our management and workforce will need to be expanded, and sufficient housing and other support systems for our workforce will have to be established. This could result in delays in the commencement of mineral production and increased costs of production. Accordingly, our activities may not result in profitable mining operations and we may not succeed in establishing mining operations or profitably producing metals at any of our current or future properties, including our I-M Mine Property.

We have a history of losses and expect to continue to incur losses in the future.

We have incurred losses since inception, have had negative cash flow from operating activities, and expect to continue to incur losses in the future. We have incurred the following losses from operations during each of the following periods:

$5,839,159 for the year ended July 31, 2019; and

$4,593,863 for the year ended July 31, 2018.

We expect to continue to incur losses unless and until such time as one of our properties enters into commercial production and generates sufficient revenues to fund continuing operations. We recognize that if we are unable to generate significant revenues from mining operations and dispositions of our properties, we will not be able to earn profits or continue operations. At this early stage of our operation, we also expect to face the risks, uncertainties, expenses, and difficulties frequently encountered by companies at the start-up stage of their business development. We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition.

Risks Related to Mining and Exploration

The I-M Mine Property is in the exploration stage. There is no assurance that we can establish the existence of any mineral reserve on the I-M Mine Property or any other properties we may acquire in commercially exploitable quantities. Unless and until we do so, we cannot earn any revenues from these properties and if we do not do so we will lose all of the funds that we expend on exploration. If we do not discover any mineral reserve in a commercially exploitable quantity, the exploration component of our business could fail.

We have not established that any of our mineral properties contain any mineral reserve according to recognized reserve guidelines, nor can there be any assurance that we will be able to do so.

A mineral reserve is defined by the SEC in its Industry Guide 7 as that part of a mineral deposit that could be economically and legally extracted or produced at the time of the reserve determination. In general, the probability of any individual prospect having a “reserve” that meets the requirements of the SEC’s Industry Guide 7 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 can be developed into producing mines and that we can extract those minerals. Both mineral exploration and development involve a high degree of risk, and few mineral properties that are explored are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade, and other attributes of the mineral deposit, the proximity of the mineral deposit to infrastructure such as processing facilities, roads, rail, power, and a point for shipping, government regulation, and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral deposit unprofitable.

The nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses.

Exploration for and the production of minerals is highly speculative and involves much greater risk than many other businesses. Most exploration programs do not result in the discovery of mineralization, and any mineralization discovered may not be of sufficient quantity or 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 mineral properties, such as, but not limited to:

economically insufficient mineralized material;

fluctuation in production costs that make mining uneconomical;

labor disputes;

unanticipated variations in grade and other geologic problems;

environmental hazards;

water conditions;

difficult surface or underground conditions;

industrial accidents;

metallurgic and other processing problems;

mechanical and equipment performance problems;

failure of dams, stockpiles, wastewater transportation systems, or impoundments;

unusual or unexpected rock formations; and

personal injury, fire, flooding, cave-ins and landslides.

Any of these risks can materially and adversely affect, among other things, the development of properties, production quantities and rates, costs and expenditures, potential revenues, and production dates. If we determine that capitalized costs associated with any of our mineral interests are not likely to be recovered, we would incur a

write-down of our investment in these interests. All of these factors may result in losses in relation to amounts spent that are not recoverable, or that result in additional expenses.

Commodity price volatility could have dramatic effects on the results of operations and our ability to execute our business plan.

The price of commodities varies on a daily basis. 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 our results of operations.

Estimates of mineralized material and resources are subject to evaluation uncertainties that could result in project failure.

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 eliminated from the process of estimating mineralized material and resources/reserves. If these estimates were to prove to be unreliable, we could implement an exploitation plan that may not lead to commercially viable operations in the future.

Any material changes in mineral resource/reserve estimates and grades of mineralization will affect the economic viability of placing a property into production and a property’s return on capital.

As we have not completed feasibility studies on our I-M Mine Property and have not commenced actual production, mineralization resource estimates may require adjustments or downward revisions. In addition, the grade of ore ultimately mined, if any, may differ from that indicated by future feasibility studies and drill results. Minerals recovered in small scale tests may not be duplicated in large scale tests under on-site conditions or in production scale.

Our exploration activities on our properties may not be commercially successful, which could lead us to abandon our plans to develop our properties and our investments in exploration.

Our 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:

the identification of potential mineralization based on surficial analysis;

availability of government-granted exploration permits;

the quality of our management and our geological and technical expertise; and

the capital available for exploration and development work.

Substantial expenditures are required to establish proven and probable reserves through drilling and analysis, to develop metallurgical processes to extract metal, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Whether a mineral deposit will be commercially viable depends on a

number of factors that include, without limitation, the particular attributes of the deposit, such as size, grade, and proximity to infrastructure; commodity prices, which can fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, and environmental protection. We may invest significant capital and resources in exploration activities and may abandon such investments if we are unable to identify commercially exploitable mineral reserves. The decision to abandon a project may have an adverse effect on the market value of our securities and the ability to raise future financing.

We are subject to significant governmental regulations that affect our operations and costs of conducting our business and may not be able to obtain all required permits and licenses to place our properties into production.

Our current and future operations, including exploration and, if warranted, development of the I-M Mine Property, do and will require permits from governmental authorities and will be governed by laws and regulations, including:

laws and regulations governing mineral concession acquisition, prospecting, development, mining, and production;

laws and regulations related to exports, taxes, and fees;

labor standards and regulations related to occupational health and mine safety; and

environmental standards and regulations related to waste disposal, toxic substances, land use reclamation, and environmental protection.

Companies engaged in exploration 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 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.

Existing and possible future laws, regulations, and permits governing operations and activities of exploration companies, or more stringent implementation of such laws, regulations and permits, could have a material adverse impact on our business and cause increases in capital expenditures or require abandonment or delays in exploration. Our I-M Mine Property is located in California and has numerous clearly defined regulations with respect to permitting mines, which could potentially impact the total time to market for the project.

Although we are currently focused on mineral exploration at the I-M Mine Project and are not contemplating the permitting or the re-opening of the I-M Mine at this time, Nevada County would likely be the lead agency for permitting of an underground mine based on our preliminary review of the regulatory framework. Both parcels fall within the City of Grass Valley’s Sphere of Influence. As such, the County of Nevada may consult with the City of Grass Valley before authorizing uses within the Sphere of Influence. During the process of certain permitting applications in the early 2000s, which were focussed on the Idaho land adjacent to the City of Grass Valley, the City of Grass Valley became the lead agency and proposed to annex the project into the City.

Subsurface mining is allowed in the Nevada County M1 Zoning District with approval of a “Use Permit”. Approval of a Use Permit for mining operations requires a public hearing before the County Planning Commission, whose decision may be appealed to the County Board of Supervisors. Use Permit approvals include conditions of approval, which are designed to minimize the impact of conditional uses on neighboring properties.

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 and

financial assurances from 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 before the County Planning Commission.

To approve a Reclamation Plan and Use Permit, the County would need to satisfy the requirements of California Environmental Quality Act (“CEQA”). CEQA requires that public agency decision makers study the environmental impacts of any discretionary action, disclose the impacts to the public, and minimize unavoidable impacts to the extent feasible. CEQA is triggered whenever a California governmental agency is asked to approve a “discretionary project”. The approval of a Reclamation Plan is a “discretionary project” under CEQA. Other necessary ancillary permits like the California Department of Fish and Wildlife (“CDFW”) Streambed Alteration Agreement (if applicable) also triggers CEQA compliance.

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.

Our activities are subject to environmental laws and regulations that may increase our costs of doing business and restrict our operations.

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 re-evaluate those activities at that time.

Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on our business.

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. Any adopted future climate change regulations 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. These impacts may adversely impact the cost, production, and financial performance of our operations.

Land reclamation requirements for our properties may be burdensome and expensive.

Although variable depending on location and the governing authority, land reclamation requirements are generally imposed on mineral exploration companies (as well as companies with mining operations) in order to minimize long term effects of land disturbance.

Reclamation may include requirements to:

control dispersion of potentially deleterious effluents;

treat ground and surface water to drinking water standards; and

reasonably re-establish pre-disturbance landforms and vegetation.

In order to carry out reclamation obligations imposed on us in connection with our potential development activities, we must allocate financial resources that might otherwise be spent on further exploration and development programs. We plan to set up a provision for our reclamation obligations on our properties, as appropriate, but this provision may not be adequate. If we are required to carry out unanticipated reclamation work, our financial position could be adversely affected.

We face intense competition in the mining industry.

The mining industry is intensely competitive in all of its phases. As a result of this competition, some of which is with large established mining companies with substantial capabilities and with greater financial and technical resources than ours, we may be unable to acquire additional properties, if any, or financing on terms we consider acceptable. We also compete with other mining companies in the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for qualified employees, our exploration and development programs may be slowed down or suspended. We compete with other companies that produce our planned commercial products for capital. If we are unable to raise sufficient capital, our exploration and development programs may be jeopardized or we may not be able to acquire, develop, or operate additional mining projects.

A shortage of equipment and supplies could adversely affect our ability to operate our business.

We are dependent on various supplies and equipment to carry out our mining exploration and, if warranted, development operations. Any shortage of such supplies, equipment, and parts could have a material adverse effect on our ability to carry out our operations and could therefore limit, or increase the cost of, production.

Joint ventures and other partnerships, including offtake arrangements, may expose us to risks.

We may enter into joint ventures, partnership arrangements, or offtake agreements, with other parties in relation to the exploration, development, and production of the properties in which we have an interest. Any failure of such other companies to meet their obligations to us or to third parties, or any disputes with respect to the parties’ respective rights and obligations, could have a material adverse effect on us, the development and production at our properties, including the I-M Mine Property, and on future joint ventures, if any, or their properties, and therefore could have a material adverse effect on our results of operations, financial performance, cash flows and the price of our Common Stock.

We may experience difficulty attracting and retaining qualified management to meet the needs of our anticipated growth, and the failure to manage our growth effectively could have a material adverse effect on our business and financial condition.

We are dependent on a relatively small number of key employees, including our Chief Executive Officer and Chief Financial Officer. The loss of any officer could have an adverse effect on us. We have no life insurance on any individual, and we may be unable to hire a suitable replacement for them on favorable terms, should that become necessary.

Our results of operations could be affected by currency fluctuations.

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 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.

Title to our properties may be subject to other claims that could affect our property rights and claims.

There are risks that title to our properties may be challenged or impugned. Our I-M Mine Property is located in California and may be subject to prior unrecorded agreements or transfers and title may be affected by undetected defects.

We may be unable to secure surface access or purchase required surface rights.

Although we obtain the rights to some or all of the minerals in the ground subject to the mineral tenures that we acquire, or have the right to acquire, in some cases we may not acquire any rights to, or ownership of, the surface to the areas covered by such mineral tenures. In such cases, applicable mining laws usually provide for rights of access to the surface for the purpose of carrying on mining activities; however, the enforcement of such rights through the courts can be costly and time consuming. It is necessary to negotiate surface access or to purchase the surface rights if long-term access is required. There can be no guarantee that, despite having the right at law to access the surface and carry on mining activities, we will be able to negotiate satisfactory agreements with any such existing landowners/occupiers for such access or purchase of such surface rights, and therefore we may be unable to carry out planned mining activities. In addition, in circumstances where such access is denied, or no agreement can be reached, we may need to rely on the assistance of local officials or the courts in such jurisdiction the outcomes of which cannot be predicted with any certainty. Our inability to secure surface access or purchase required surface rights could materially and adversely affect our timing, cost, or overall ability to develop any mineral deposits we may locate.

Our properties and operations may be subject to litigation or other claims.

From time to time our properties or operations may be subject to disputes that may result in litigation or other legal claims. We may be required to take countermeasures or defend against these claims, which will divert resources and management time from operations. The costs of these claims or adverse filings may have a material effect on our business and results of operations.

We do not currently insure against all the risks and hazards of mineral exploration, development, and mining operations.

Exploration, development, and mining operations involve various hazards, including environmental hazards, industrial accidents, metallurgical and other processing problems, unusual or unexpected rock formations, structural cave-ins or slides, flooding, fires, and periodic interruptions due to inclement or hazardous weather conditions. These risks could result in damage to or destruction of mineral properties, facilities, or other property, personal injury, environmental damage, delays in operations, increased cost of operations, monetary losses, and possible legal liability. We may not be able to obtain insurance to cover these risks at economically feasible premiums or at all. We may elect not to insure where premium costs are disproportionate to our perception of the relevant risks. The payment of such insurance premiums and of such liabilities would reduce the funds available for exploration and production activities.

Risks Related to the Shares

Our share price may be volatile and as a result you could lose all or part of your investment.

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

Disappointing results from our exploration efforts;

Decline in demand for our Common Stock;

Downward revisions in securities analysts’ estimates or changes in general market conditions;

Technological innovations by competitors or in competing technologies;

Investor perception of our industry or our prospects; and

General economic trends.

Our share price on the CSE and the OTCQB 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.

We have never paid dividends on our Common Stock.

We have not paid dividends on our Common Stock to date, and we do not expect to pay dividends for the foreseeable future. We intend to retain our initial earnings, if any, to finance our operations. Any future dividends on Common Stock will depend upon our earnings, our then-existing financial requirements, and other factors, and will be at the discretion of the Board.

Investors’ interests in our company will be diluted and investors may suffer dilution in their net book value per share of Common Stock if we issue additional employee/director/consultant options or if we sell additional Common Stock and/or warrants to finance our operations.

In order to further expand our operations and meet our objectives, any additional growth and/or expanded exploration activity will likely need to be financed through sale of and issuance of additional Common Stock, including, but not limited to, raising funds to explore the I-M Mine Property. Furthermore, to finance any acquisition activity, should that activity be properly approved, and depending on the outcome of our exploration programs, we likely will also need to issue additional Common Stock to finance future acquisitions, growth, and/or additional exploration programs of any or all of our projects or to acquire additional properties. We will also in the future grant to some or all of our directors, officers, and key employees and/or consultants options to purchase Common Stock as non-cash incentives. The issuance of any equity securities could, and the issuance of any additional Common Stock will, cause our existing stockholders to experience dilution of their ownership interests.

If we issue additional Common Stock or decide to enter into joint ventures with other parties in order to raise financing through the sale of equity securities, investors’ interests in our company will be diluted and investors may suffer dilution in their net book value per share of Common Stock depending on the price at which such securities are sold.

The issuance of additional shares of Common Stock may negatively impact the trading price of our securities.

We have issued Common Stock in the past and will continue to issue Common Stock to finance our activities in the future. In addition, newly issued or outstanding options, warrants, and broker warrants to purchase Common Stock may be exercised, resulting in the issuance of additional Common Stock. Any such issuance of additional Common Stock would result in dilution to our stockholders, and even the perception that such an issuance may occur could have a negative impact on the trading price of the Common Stock.

We are subject to the continued listing criteria of the CSE, and our failure to satisfy these criteria may result in delisting of our Common Stock from the CSE and could also jeopardize our continued ability to trade in the United States on the OTCQB.

Our Common Stock is currently listed for trading on the CSE. 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 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.

In addition, our inability to maintain our CSE listing and remain current in our Canadian public disclosure requirements could disqualify us from continuing to trade in the United States on either the OTCQB or the OTC Pink.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our Common Stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Common Stock held by non-affiliates exceeds $700 million as of any July 31 before that time, in which case we would no longer be an emerging growth company as of the following January 31. We cannot predict if investors will find our Common Stock less attractive because we may rely on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our stock price may be more volatile. Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information discussed in this prospectus includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical facts, included in this prospectus concerning, among other things, planned capital expenditures, future cash flows and borrowings, pursuit of potential acquisition opportunities, our financial position, business strategy and other plans and objectives for future operations, future exploration activities, future mineral resource estimates, and future joint venture arrangements are forward-looking statements. These forward-looking statements are identified by the use of terms and phrases such as “may,” “expect,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “should,” “could,” “would”, “might” and similar terms and phrases.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation, risks related to:

our requirement of significant additional capital;

our limited operating history;

our history of losses;

our properties that are in the exploration stage;

mineral exploration and production activities;

our lack of mineral production from our properties;

our exploration activities being unsuccessful;

our ability to obtain permits and licenses for production;

government and environmental regulations that may increase our costs of doing business or restrict our operations;

proposed legislation that may significantly affect the mining industry;

land reclamation requirements;

competition in the mining industry;

equipment and supply shortages;

current and future joint ventures and partnerships;

our ability to attract qualified management;

currency fluctuations;

claims on the title to our properties;

surface access on our properties;

potential future litigation;

our lack of insurance covering all our operations; and

our Common Stock, including price volatility, lack of dividend payments and dilution.

This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under “Risk Factors” in this prospectus. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated, or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law.

USE OF PROCEEDS

This prospectus relates to the sale or other disposition of Shares of our Common Stock by the selling stockholders listed in the “Selling Stockholders” section below, and their transferees. We will not receive any proceeds from any sale of the Shares by the selling stockholders.

SELLING STOCKHOLDERS

This prospectus covers the offering of up to 95,903,811 Shares by selling stockholders. This includes Shares acquirable upon exercise of our outstanding warrants.

Selling stockholders are persons or entities that, directly or indirectly, have acquired shares, or will acquire shares from us from time to time upon exercise of certain warrants. This prospectus and any prospectus supplement will only permit the selling stockholders to sell the Shares identified in the column “Number of Shares Offered Hereby.”

The selling stockholders may from time to time offer and sell the Shares pursuant to this prospectus and any applicable prospectus supplement. The selling stockholders may offer all or some portion of the Shares they hold or acquire, but only Shares that are currently outstanding or are acquired upon the exercise of certain warrants that are

currently outstanding, and in either case included in the “Number of Shares Offered Hereby” column, may be sold pursuant to this prospectus or any applicable prospectus supplement.

The Shares issued to the selling stockholders are “restricted” securities under applicable federal and state securities laws and are being registered to give the selling stockholders the opportunity to sell their Shares. The registration of such Shares does not necessarily mean, however, that any of these Shares will be offered or sold by the selling stockholders. The selling stockholders may from time to time offer and sell all or a portion of their Shares on the CSE, in the over-the-counter market, in negotiated transactions, or otherwise, at market prices prevailing at the time of sale or at negotiated prices.

The registered Shares may be sold directly or through brokers or dealers, or in a distribution by one or more underwriters on a firm commitment or best efforts basis. To the extent required, the names of any agent or broker-dealer and applicable commissions or discounts and any other required information with respect to any particular offer will be set forth in an accompanying prospectus supplement. See “Plan of Distribution.”

Each of the selling stockholders reserves the sole right to accept or reject, in whole or in part, any proposed purchase of the registered Shares to be made directly or through agents. To the extent that any of the selling stockholders are affiliates of our company or are brokers or dealers, they may be deemed to be “underwriters” within the meaning of the Securities Act and any commissions received by them and any profit on the resale of the registered shares may be deemed to be underwriting commissions or discounts under the Securities Act. As of the date of this prospectus, and based on the representations we have received from the selling stockholders, three of the selling stockholders are brokers or dealers or are affiliated with a broker or dealer and are identified below. Selling stockholders that are affiliates of or have material relationships with our company are also identified below.

The following table sets forth the name of persons who are offering the resale of Shares by this prospectus, the number of shares of Common Stock beneficially owned by each person, the number of Shares that may be sold in this offering and the number of shares of Common Stock each person will own after the offering, assuming they sell all of the Shares offered. The information appearing in the table below is based on information provided by or on behalf of the named selling stockholders. We will not receive any proceeds from the resale of the Shares by the selling stockholders.


Name	Number of Shares of Common Stock Beneficially Owned Prior to this Offering⁽¹⁾	Number of Shares Offered Hereby⁽¹⁾	Shares of Common Stock Owned After the Offering
			Number	Percent ⁽¹⁾

Amol Jadhav	642,000	642,000⁽²⁾	-	-
Andrew Oliver	300,000	300,000⁽³⁾	-	-
Bailey Enterprises LLC⁽⁴⁾	750,000	750,000⁽⁵⁾	-	-
Benjamin B. Cummings	576,922	576,922⁽⁶⁾	-	-
Benjamin Mossman ⁽⁷⁾	13,058,411	1,071,429⁽⁸⁾	11,986,982	5.18
BlackBridge Capital Management Corp.⁽⁹⁾	75,000	75,000⁽¹⁰⁾	-	-
Bradley Van Hull	1,500,000	1,500,000⁽¹¹⁾	-	-
Bremar Management Services Ltd ⁽¹²⁾	386,000	105,000 ⁽¹³⁾	281,000	*
Bruce C. Baird	716,922	576,922⁽¹⁴⁾	140,000	*


Caleb F. Aldrich	4,326,923	4,326,923⁽¹⁵⁾	-	-
Canaccord Genuity Corp.⁽¹⁶⁾	29,960	29,960⁽¹⁷⁾	-	-
Christine Rowe-Button	576,923	576,923⁽¹⁸⁾	-	-
Daniel Oliver	2,784,500	987,000⁽¹⁹⁾	1,797,500	*
Darby Investments Inc^{. (20)}	432,500	120,000 ⁽²¹⁾	312,500	*
Daniel A. Foley	721,154	721,154⁽²²⁾	-	-
Diane H. Grosso Credit Shelter Trust ⁽²³⁾	6,592,116	2,884,616 ⁽²⁴⁾	3,707,500	1.67
DSEA88 Investments LP⁽²⁵⁾	7,211,538	7,211,538⁽²⁶⁾	-	-
DSEA 88 Texas Investments LP⁽²⁷⁾	7,211,538	7,211,538⁽²⁸⁾	-	-
Duncan Milne	750,000	150,000⁽²⁹⁾	600,000	*
EMA GARP FUND, L.P.⁽³⁰⁾	11,620,000	9,000,000⁽³¹⁾	2,620,000	1.18
Eridanus Capital LLC⁽³²⁾	11,500,000	11,500,000⁽³³⁾	-	-
Frederick James Sveinson	600,250	225,000 ⁽³⁴⁾	375,250	*
George W. Noyes	1,442,307	1,442,307⁽³⁵⁾	-	-
Horizon Capital Global Investments Inc.⁽³⁶⁾	1,153,845	1,153,845⁽³⁷⁾	-	-
J. Bruce Ricciuti	721,154	721,154⁽³⁸⁾	-	-
Jay V. Logan	412,500	412,500⁽³⁹⁾	-	-
Jeffrey M. Tibbs	440,000	300,000⁽⁴⁰⁾	140,000	*
Joseph C. McNay	750,000	750,000⁽⁴¹⁾	-	-
Joseph Carbone	2,884,616	2,884,616⁽⁴²⁾	-	-
Karen Susan Mate	214,285	214,285⁽⁴³⁾	-	-
Lawrence W. Lepard⁽⁴⁴⁾	10,087,500	6,000,000⁽⁴⁵⁾	4,087,500	1.84
Leede Jones Gable Inc.⁽⁴⁶⁾	189,000	7,000⁽⁴⁷⁾	182,000	*
Luke Gromen	288,462	288,462⁽⁴⁸⁾	-	-
Myrmikan Gold Fund, LLC ⁽⁴⁹⁾	11,161,500	2,550,000 ⁽⁵⁰⁾	8,611,500	3.85
Nancy & Francis Foley JTWROS	270,000	270,000 ⁽⁵¹⁾	-	-
Patrick Robert McKim	600,000	600,000⁽⁵²⁾	-	-
Paul Darlington Kiernan	887,153	721,153⁽⁵³⁾	166,000	*


PENSCO Trust Company, Custodian FBO Robert Cunjak IRA⁽⁵⁴⁾	750,000	750,000⁽⁵⁵⁾	-	-
Peter A. Bailey	750,000	750,000⁽⁵⁶⁾	-	-
Picardy Partners LP⁽⁵⁷⁾	1,425,000	1,425,000⁽⁵⁸⁾	-	-
Ralph M. Richart	6,084,616	2,884,616⁽⁵⁹⁾	3,200,000	1.44
Richard H. Aldrich 2018 Revocable Trust⁽⁶⁰⁾	8,653,846	8,653,846⁽⁶¹⁾	-	-
Richards S. Wright	1,153,845	1,153,845⁽⁶²⁾	-	-
Robert W. Evans	225,000	150,000⁽⁶³⁾	75,000	*
Rostislav Raykov	300,000	300,000⁽⁶⁴⁾	-	-
Saif Ahmad Siddqui	300,000	150,000⁽⁶⁵⁾	150,000	*
Sandra Irene Sveinson	401,500	150,000⁽⁶⁶⁾	251,500	*
Simon Irish	783,300	675,000⁽⁶⁷⁾	108,300	*
Simon Mikhailovich & Wendy Greenberg Jt Tenants	1,425,000	1,425,000⁽⁶⁸⁾	-	-
Stephen G. Newberry	2,884,616	2,884,616⁽⁶⁹⁾	-	-
Sveinson Mineral Services Inc.⁽⁷⁰⁾	700,000	337,500⁽⁷¹⁾	362,500	*
Thomas J. Pray	1,465,307	1,442,307⁽⁷²⁾	23,000	*
Thomas R. Kershner	2,363,597	2,307,692⁽⁷³⁾	55,905	*
Uber Strategies LP⁽⁷⁴⁾	1,607,142	1,607,142⁽⁷⁵⁾	-	-

* less than 1%

(1)

This table is based upon information supplied by the selling stockholders, which information may not be accurate as of the date hereof. We have determined beneficial ownership in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a selling stockholder, shares issuable upon the exercise of warrants are included with respect to that stockholder. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the selling stockholders named in the table above have sole voting and investment power with respect to all shares of Common Stock that they beneficially own, subject to applicable community property laws. Applicable percentages are based on 220,459,647 shares of Common Stock outstanding on September 12, 2019, adjusted as required by rules promulgated by the SEC.

(2)

Includes 214,000 shares issuable upon exercise of August 2019 Warrants.

(3)

Includes 100,000 shares issuable upon exercise of August 2019 Warrants.

(4)

Peter A. Bailey, the Manager of Bailey Enterprises LLC, controls these securities.

(5)

Includes 250,000 shares issuable upon exercise of August 2019 Warrants.

(6)

Includes 192,307 shares issuable upon exercise of August 2019 Warrants.

(7)

Benjamin Mossman is a director and officer of the Corporation.

(8)

Includes 357,143 shares issuable upon exercise of July 2019 Warrants.

(9)

BlackBridge Capital Management Corp. received August 2019 Warrants as finder compensation.

(10)

Includes 75,000 shares issuable upon exercise of August 2019 Warrants.

(11)

Includes 500,000 shares issuable upon exercise of August 2019 Warrants,

(12)

Frederick Sveinson, Sandra Sveinson, Marino Sveinson and Brett Sveinson are the beneficial owners of these securities – 25% each.

(13)

Includes 35,000 shares issuable upon exercise of August 2019 Warrants.

(14)

Includes 192,307 shares issuable upon exercise of August 2019 Warrants.

(15)

Includes 1,442,308 shares issuable upon exercise of August 2019 Warrants.

(16)

Canaccord Genuity Corp. received August 2019 Warrants as finder compensation.

(17)

Includes 29,960 shares issuable upon exercise of August 2019 Warrants.

(18)

Includes 192,308 shares issuable upon exercise of July 2019 Warrants.

(19)

Includes 329,000 shares issuable upon exercise of August 2019 Warrants.

(20)

Dale A. Rondeau and Brenda T. Yamanaka are the beneficial owners of these securities.

(21)

Includes 40,000 shares issuable upon exercise of August 2019 Warrants.

(22)

Includes 240,385 shares issuable upon exercise of August 2019 Warrants.

(23)

Christopher Grosso, the Trustee of Diane H. Grosso Credit Shelter Trust, controls these securities.

(24)

Includes 961,539 shares issuable upon exercise of July 2019 Warrants.

(25)

Dennis Wong, President of Prism Capital Corporation LP, controls these securities.

(26)

Includes 2,403,846 shares issuable upon exercise of August 2019 Warrants.

(27)

Dennis Wong, Manager of DSEA 88 Texas LLC, LP of DSEA88 Texas Investments LP, controls these securities.

(28)

Includes 2,403,846 shares issuable upon exercise of August 2019 Warrants.

(29)

Includes 50,000 shares issuable upon exercise of August 2019 Warrants.

(30)

Lawrence W. Lepard, the Managing General Partner of EMA, controls these securities.

(31)

Includes 500,000 shares issuable upon exercise of July 2019 Warrants and 2,500,000 shares issuable upon exercise of August 2019 Warrants.

(32)

Daniel Oliver through Myrmikan Capital, LLC, the Managing member of Eridanus Capital LLC, controls these securities.

(33)

Includes 11,500,000 shares issuable upon exercise of September 2019 Warrants.

(34)

Includes 75,000 shares issuable upon exercise of August 2019 Warrants.

(35)

Includes 480,769 shares issuable upon exercise of August 2019 Warrants.

(36)

Pantelis Velissaropoulos, a director of Horizon Capital Global Investments Inc., controls these securities.

(37)

Includes 384,615 shares issuable upon exercise of August 2019 Warrants.

(38)

Includes 240,385 shares issuable upon exercise of August 2019 Warrants.

(39)

Includes 137,500 shares issuable upon exercise of August 2019 Warrants.

(40)

Includes 100,000 shares issuable upon exercise of August 2019 Warrants.

(41)

Includes 250,000 shares issuable upon exercise of August 2019 Warrants.

(42)

Includes 961,539 shares issuable upon exercise of July 2019 Warrants.

(43)

Includes 71,428 shares issuable upon exercise of August 2019 Warrants.

(44)

Lawrence W. Lepard is a director of the Corporation.

(45)

Includes 2,000,000 shares issuable upon exercise of August 2019 Warrants.

(46)

Leede Jones Gable Inc. received August 2019 Warrants as finder compensation.

(47)

Includes 7,000 shares issuable upon exercise of August 2019 Warrants.

(48)

Includes 96,154 shares issuable upon exercise of August 2019 Warrants.

(49)

Daniel Oliver, the Managing Member of Myrmikan Gold Fund, controls these securities.

(50)

Includes 850,000 shares issuable upon exercise of August 2019 Warrants.

(51)

Includes 90,000 shares issuable upon exercise of August 2019 Warrants.

(52)

Includes 200,000 shares issuable upon exercise of August 2019 Warrants.

(53)

Includes 240,384 shares issuable upon exercise of August 2019 Warrants.

(54)

Robert Cunjak, the beneficiary owner of Pensco Trust Company, Custodian IRA account, controls these securities.

(55)

Includes 250,000 shares issuable upon exercise of August 2019 Warrants.

(56)

Includes 250,000 shares issuable upon exercise of August 2019 Warrants.

(57)

Louisa McCall, General Partners of Picardy Partners LP, controls these securities.

(58)

Includes 475,000 shares issuable upon exercise of August 2019 Warrants.

(59)

Includes 961,539 shares issuable upon exercise of July 2019 Warrants.

(60)

Richard H. Aldrich, the Trustee for Richard H. Aldrich 2018 Revocable Trust, controls these securities.

(61)

Includes 2,884,615 shares issuable upon exercise of August 2019 Warrants.

(62)

Includes 384,615 shares issuable upon exercise of August 2019 Warrants.

(63)

Includes 50,000 shares issuable upon exercise of August 2019 Warrants.

(64)

Includes 100,000 shares issuable upon exercise of August 2019 Warrants.

(65)

Includes 50,000 shares issuable upon exercise of August 2019 Warrants.

(66)

Includes 50,000 shares issuable upon exercise of August 2019 Warrants.

(67)

Includes 225,000 shares issuable upon exercise of August 2019 Warrants.

(68)

Includes 475,000 shares issuable upon exercise of August 2019 Warrants.

(69)

Includes 961,539 shares issuable upon exercise of August 2019 Warrants.

(70)

Frederick Sveinson and Sandra Sveinson are the beneficial owners of these securities – 50% each.

(71)

Includes 112,500 shares issuable upon exercise of August 2019 Warrants.

(72)

Includes 480,769 shares issuable upon exercise of July 2019 Warrants.

(73)

Includes 769,231 shares issuable upon exercise of July 2019 Warrants.

(74)

Robert Celej, the Portfolio Manager of Uber Strategies LP, controls these securities.

(75)

Includes 535,714 shares issuable upon exercise of August 2019 Warrants.

None of the Selling Shareholders has, or within the past three years has had, any position, office or material or family relationship with our company or any of our predecessors or affiliates, except as follows:

Benjamin Mossman is a director and officer of our company.

BlackBridge Capital Management Corp. is a Canadian broker that acted as a finder in connection with our August 19, 2019 private offering.

Canaccord Genuity Corp. is a Canadian broker that acted as a finder in connection with our August 19, 2019 private offering.

Dale A. Rondeau and Brenda T. Yamanaka, who are the beneficial owners of Darby Investments Inc.’s Shares, are attorneys in the law firm of Thomas, Rondeau LLP and provide legal services to our company.

Lawrence Lepard is a director of our company. Mr. Lepard holds securities of our company in his personal capacity and controls securities held by (a) certain of his family members and (b) EMA GARP FUND, L.P. in his capacity as the Managing General Partner of EMA.

Leede Jones Gable Inc. is a Canadian broker that acted as a finder in connection with our August 19, 2019 private offering.

PLAN OF DISTRIBUTION

We are registering the Shares to permit the resale of those Shares under the Securities Act from time to time after the date of this prospectus at the discretion of the holders of such Shares. We will not receive any of the proceeds from the sale by the selling stockholders of the Shares. We will bear all fees and expenses incident to our obligation to register the Shares.

Each selling stockholder and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their Shares on the CSE, the OTCQB, or any other stock exchange, market, quotation service or trading facility on which the shares are traded or in private transactions, provided that all applicable Canadian laws and other applicable local laws are satisfied. The selling stockholders may also sell their Shares directly or through one or more underwriters, broker-dealers, or agents. If the Shares are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent's commissions. The Shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. A selling stockholder may use any one or more of the following methods when selling shares:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

a combination of any such methods of sale; and

any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares pursuant to Rule 144 under the Securities Act, if available, rather than under this prospectus.

Any Shares offered by a selling stockholder by this prospectus that were acquired in the private placement offering that closed on July 3, 2019 remain subject to Canadian resale restrictions which provide that unless permitted under Canadian securities legislation, a selling stockholder must not trade those Shares before November 4, 2019.

Any Shares offered by a selling stockholder by this prospectus that were acquired in the private placement offering that closed on August 19, 2019 remain subject to Canadian resale restrictions which provide that unless permitted under Canadian securities legislation, a selling stockholder must not trade those Shares before December 20, 2019.

Any Shares offered by a selling stockholder by this prospectus that were acquired upon the exercise of warrants acquired on September 9, 2019 remain subject to Canadian resale restrictions which provide that unless permitted under Canadian securities legislation, a selling stockholder must not trade those Shares before January 10, 2020.

If the selling stockholders effect such transactions by selling Shares to or through underwriters, broker-dealers, or agents, such underwriters, broker-dealers, or agents may receive commissions in the form of discounts, concessions, or commissions from the selling stockholders or commissions from purchasers of the Shares for whom they may act as agent or to whom they may sell as principal (which discounts, concessions, or commissions as to particular underwriters, broker-dealers, or agents may be in excess of those customary in the types of transactions involved). Broker-dealers engaged by any selling stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with sales of Shares or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Shares in the course of hedging in positions they assume. The selling stockholders may also sell shares of Common Stock short and deliver Shares covered by this prospectus to close out their short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge Shares to broker-dealers that in turn may sell such Shares. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of Shares offered by this prospectus, which Shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling stockholders and any broker-dealers or agents that are involved in selling the Shares may be deemed to be “underwriters” within the meaning of the Securities Act, in connection with such sales. In such event, any commissions received by, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of any Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the Shares is made, a prospectus supplement, if required, will be distributed that will set forth the aggregate amount of Shares being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions, and other terms constituting compensation from the selling stockholders and any discounts, commissions, or concessions allowed or re-allowed or paid to broker-dealers.

Each selling stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Shares.

Because the selling stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. Once this registration statement becomes effective we intend to file the final prospectus with the SEC in accordance with SEC Rules 172 and 424. Provided we are not the subject of any SEC stop orders and we are not subject to any cease and desist proceedings, the obligation to deliver a final prospectus to a purchaser will be deemed to have been met.

There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the selling stockholders.

Under the securities laws of some states, the Shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the Shares may not be sold unless such shares have been registered or qualified for sale in such state, or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any selling stockholder will sell any or all of the Shares registered pursuant to the registration statement of which this prospectus forms a part.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the Shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Exchange Act, and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of our Common Stock by the selling stockholders or any other person. All of the foregoing provisions may affect the marketability of the Shares and the ability of any person or entity to engage in market-making activities with respect to the Shares.

We will pay all expenses of the registration of the Shares, estimated to be approximately US$23,764.43 in total, including, without limitation, SEC filing fees, expenses of compliance with state securities or “blue sky” laws, and legal and accounting fees; provided, however, that a selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act, in accordance with applicable registration rights agreements, if any, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the related registration rights agreement, or we may be entitled to contribution.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the Shares may be resold by the selling stockholders without registration and without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 or (ii) all of the Shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect.

Once sold under the registration statement of which this prospectus forms a part, the Shares will be freely tradable in the hands of persons other than our affiliates.

DESCRIPTION OF CAPITAL STOCK

Common Stock

Our authorized capital consists of 400,000,000 shares of Common Stock with a par value of $0.001 per share. As of September 12, 2019, there were 220,459,647 shares of our Common Stock issued and outstanding.

Holders of our Common Stock have no preemptive rights to purchase additional shares of Common Stock or other subscription rights. The Common Stock carries no conversion rights and is not subject to redemption or to any sinking fund provisions. All of our issued Common Stock is entitled to share equally in dividends from sources

legally available, when, as and if declared by our Board of Directors, and upon our liquidation or dissolution, whether voluntary or involuntary, to share equally in our assets available for distribution to security holders.

Our Board of Directors is authorized to issue additional shares of Common Stock not to exceed the amount authorized by our Articles of Incorporation, on such terms and conditions and for such consideration as the Board may deem appropriate without further security holder action.

Voting Rights

Each holder of our Common Stock is entitled to one vote per share on all matters on which such stockholders are entitled to vote. Since the Common Stock does not have cumulative voting rights, the holders of more than 50% of the shares voting for the election of directors can elect all the directors if they choose to do so and, in such event, the holders of the remaining shares will not be able to elect any person to the Board of Directors.

Dividend Policy

Holders of our Common Stock are entitled to dividends if declared by the Board of Directors out of funds legally available for the payment of dividends. Since our inception as a company on February 9, 2007, we have not declared any dividends, nor do we intend to issue any cash dividends in the future. Our foreseeable plans include retaining earnings, if any, to finance the development and expansion of our business.

LEGAL MATTERS

The validity of the issuance of the Shares offered hereby has been passed upon for us by SecuritiesLawUSA, PC, Los Angeles, California.

INTERESTS OF EXPERTS

The financial statements as of July 31, 2019 and 2018 and for the years ended July 31, 2019 and 2018 incorporated by reference in this prospectus and in the registration statement have been so incorporated in reliance on the report of Davidson & Company LLP, an independent registered public accounting firm (the report on the financial statements contains an explanatory paragraph regarding our ability to continue as a going concern), incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.

None of the above experts has received, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in our company or any of our subsidiaries nor were they connected with our company or any of our subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1, including exhibits and schedules, under the Securities Act with respect to the Shares of Common Stock to be sold in this offering. This prospectus and any prospectus supplement which form a part of the registration statement do not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information about us and the securities covered by this prospectus, please see the registration statement and the exhibits filed with the registration statement. Any statements made in this prospectus or any prospectus supplement concerning legal documents are not necessarily complete and you should read the documents that are filed as exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding of the document or matter.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read, without charge, and copy, at prescribed rates, all or any portion of the registration statement or any reports, statements or other information in the files at the public reference room at the SEC’s principal office at 100 F Street NE, Washington, D.C., 20549. You may request copies of these documents, for a copying fee, by writing to the

SEC. You may call the SEC at 1-800-SEC-0330 for further information on the operation of its public reference room. Our filings, including the registration statement, are also available to you on the Internet website maintained by the SEC at http://www.sec.gov.

INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to incorporate by reference into this prospectus the information in documents we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in or omitted from this prospectus or any accompanying prospectus supplement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We incorporate by reference the documents listed below and all future documents that we file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering of the Shares:

our Annual Report on Form 10-K for the year ended July 31, 2019 (the "10-K")

our Current Reports on Form 8-K filed on August 21, 2019, August 23, 2019 and September 4, 2019.

We do not, however, incorporate by reference in this prospectus any documents or portions thereof that are not deemed “filed” with the SEC, including any information furnished pursuant to Item 2.02 or Item 7.01 of our Current Reports on Form 8-K unless, and except to the extent, specified in such Current Reports.

We will provide to each person, including any beneficial owner, to whom a prospectus is delivered a copy of any of the filings incorporated by reference (other than an exhibit to such filings, unless the exhibit is specifically incorporated by reference into the filing requested) at no cost, if you submit a request to us by writing or telephoning us at the following mailing address, email address or telephone number:

Rise Gold Corp.

Suite 650, 669 Howe Street

Vancouver, British Columbia V6C 0B4

Attn: Eileen Au

eau@jproust.ca

604-260-4577

Copies of these documents may also be accessed free of charge on our website at http://www.risegoldcorp.com.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.

Other Expenses of Issuance and Distribution.

The following table lists the costs and expenses for which we have assumed sole responsibility and that we have paid or will pay in connection with the offering of securities covered by this prospectus, which do not include any sales commissions or discounts. All amounts are estimates except for the SEC registration fee.


		Amount (US$)
SEC registration fee	$	764.43
Accounting fees and expenses		2,500
Legal fees and expenses		15,000
Printing fees and expenses		2,000
Transfer agent and registrar fees and expenses		2,500
Miscellaneous expenses		1,000
Total	$	24,764.43

Item 14.

Indemnification of Directors and Officers.

Nevada corporation law provides in Nevada Revised Statutes (“NRS”) 78.7502 that:

a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if (a) the person is not liable pursuant to NRS 78.138, or (b) the person acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful;

a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if (a) the person is not liable pursuant to NRS 78.138, or (b) the person acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper; and

to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the two paragraphs above, or in defense

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of any claim, issue or matter therein, the corporation shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense.

NRS 78.751 provides that we may make any discretionary indemnification pursuant to NRS 78.7502 only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

by our stockholders;

by our board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;

if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion;

if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or

by court order.

The indemnification pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant to NRS 78.751.2:

does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in the person’s official capacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court pursuant to NRS 78.7501 or for the advancement of expenses made pursuant to NRS 78.751.2, may not be made to or on behalf of any director or officer if a final adjudication establishes that the director’s or officer’s acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action; and

continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

Our bylaws provide that:

The directors of the Company shall cause the Company to indemnify a director or former director of the Company and the directors may cause the Company to indemnify a director or former director of a corporation of which the Company is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or her including an amount paid to settle an action or satisfy a judgment in any criminal or administrative action or proceeding to which he or she is made a party by reason of his or her being or having been a director of the Company or a director of such corporation, including an action brought by the Company or corporation. Each director of the Company on being elected or appointed is deemed to have contracted with the Company on the terms of the foregoing indemnity.

The directors of the Company may cause the Company to indemnify an officer, employee or agent of the Company or of a corporation of which the Company is or was a shareholder (notwithstanding that he or she is also a director of the Company) and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or her and resulting from his or her acting as an officer, employee or agent of the Company or the corporation. In addition, the Company shall indemnify the secretary or assistant secretary of the Company (if he or she is not a full time employee of the Company and notwithstanding that he or she is also a director of the Company) and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or her and arising out of the

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functions assigned to the secretary by law or the articles of incorporation of the Company, and each secretary and assistant secretary, on being appointed is deemed to have contracted with the Company on the terms of the foregoing indemnity.

The directors of the Company may cause the Company to purchase and maintain insurance for the benefit of a person who is or was serving as a director, officer, employee or agent of the Company or as a director, officer, employee or agent of a corporation of which the Company is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a director, officer, employee or agent.

Item 15.

Recent Sales of Unregistered Securities.

During the past three years, we have issued the following securities without registration under the Securities Act outside the United States pursuant to the exclusion from registration provided under Rule 903 of Regulation S and inside the United States pursuant to the exemptions from registration provided Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D thereunder, in each case in reliance upon the representations received from the purchasers of those securities.

On December 23, 2016, we completed the sale of 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 our Common Stock and one transferable share purchase warrant exercisable into one share of Common Stock at a price of $0.40 until December 23, 2018. In connection with the private placement, we paid eight finders a cash commission equal to either 2% or 6%, depending on the manner of introduction, of the gross proceeds raised from investors introduced to us by those finders, for a total of $221,610, and issued an aggregate of 1,104,300 finders’ warrants, with each warrant exercisable into one share of our Common Stock at a price of $0.40 until December 23, 2018. We issued the shares and warrants in reliance on the exclusion from registration provided by Rule 903 of Regulation S for offers and sales outside of the United States and Section 4(a)(2) of the Securities Act for offers and sales in the United States and to U.S. persons. Our reliance on Rule 903 was based on the fact that the applicable securities were sold in offshore transactions. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and the purchasers of those securities were not U.S. persons and did not acquire the securities for the account or benefit of any U.S. person. Our reliance on Section 4(a)(2) was based on the fact that each U.S. investor provided us with written representations regarding their status as an accredited investor, as defined in Rule 501(a) of Regulation D under the Securities Act. Neither we, nor anyone acting on our behalf, engaged in any advertising or general solicitation in connection with the Private Placement.

On December 27, 2016, we granted an additional 2,142,542 incentive stock options pursuant to our stock option plan to our Chief Executive Officer, Benjamin Mossman. Each option vested immediately and is exercisable by Mr. Mossman into one share of our Common Stock at a price of $0.24 per share until December 27, 2021. We granted the options in reliance on the exclusion from registration provided by Rule 903 of Regulation S based on the fact that the securities were offered and sold in an offshore transaction. We did not engage in any directed selling efforts in the United States in connection with the grant of the securities, and the recipient of the options was not a U.S. person and did not acquire the securities for the account or benefit of any U.S. person.

On January 24, 2017, we completed the sale 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 common stock purchase warrant exercisable into one share of Common Stock at a price of $0.40 until January 24, 2019. We paid three finders a cash commission equal to either 2% or 6%, depending on the manner of introduction, of the gross proceeds raised from investors introduced to us by those finders, for a total of $5,220, and issued an aggregate of 26,100 finders’ warrants, with each warrant exercisable into one share of our Common Stock at a price of $0.40 per share until January 24, 2019. We issued the shares and warrants underlying the units in reliance on the exclusion from registration provided by Rule 903 of Regulation S for offers and sales outside of the United States and Section 4(a)(2) of the Securities Act for offers and sales in the United States and to U.S. persons. Our reliance on Rule 903 was based on the fact that the applicable securities were sold in offshore transactions. We did not engage in any directed selling efforts in the United States in connection with the sale of those securities, and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any U.S. person. Our reliance on Section 4(a)(2) was based on the fact that the sole U.S. investor provided us with written representations

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regarding his status as an accredited investor, and that neither we, nor anyone acting on our behalf, engaged in any advertising or public solicitation.

On February 6, 2017, we completed the sale of an aggregate of 455,000 units at a price of $0.25 per unit for gross proceeds of $113,750 comprising the first tranche of an offering of up to 800,000 units. Each unit consisted of one share of our Common Stock and one transferable share purchase warrant exercisable into one additional share of Common Stock at a price of $0.40 until February 6, 2019. We paid a finder a cash commission of $2,625, being 6% of the gross proceeds, and issued 10,500 finders’ warrants, being 6% of the number of units, on the funds raised from investors introduced to us by that finder. Each warrant is exercisable into one share of our Common Stock at a price of $0.40 per share until February 6, 2019. In addition, on February 7, 2017, we granted 500,000 incentive stock options pursuant to our stock option plan to Skanderbeg Capital Advisors Inc., our investors’ relations consultants. Each of these options vested immediately and is exercisable into one share of Common Stock at a price of $0.33 per share until February 7, 2020. We issued the shares and warrants comprising the units we sold, and granted the incentive stock options and the finders’ warrants we issued, in reliance on the exclusion from registration provided by Rule 903 of Regulation S for offers and sales outside of the United States and Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder for offers and sales in the United States and to U.S. persons. Our reliance on Rule 903 was based on the fact that the securities were sold in offshore transactions. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any U.S. person. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the sole U.S. investor in the placement provided us with written representations regarding his status as an accredited investor, and that neither we nor anyone acting on our behalf engaged in any general advertising or general solicitation.

On April 3, 2017, we granted 500,000 incentive stock options pursuant to our stock option plan to John D. Anderson, a member of our board of directors. Each option vested immediately and is exercisable into one share of our Common Stock at a price of $0.27 per share until April 3, 2022. We granted the options in reliance on the exclusion from registration provided by Rule 903 of Regulation S based on the fact that the securities were offered and sold in an offshore transaction. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, Mr. Anderson is not a U.S. person, nor did he acquire the securities for the account or for the benefit of any U.S. person.

On April 20, 2017, and in connection with the appointment of Alan R. Edwards and Thomas I. Vehrs to our board of directors, we granted, pursuant to our stock option plan, 500,000 incentive stock options to Alan R. Edwards and 400,000 incentive stock options to Thomas I. Vehrs. Each option vested immediately and is exercisable into one share of our Common Stock at a price of $0.28 per share until April 20, 2020. We granted the options in reliance on the exemption in Section 4(a)(2) of the Securities Act based on the availability to the grantees of information regarding the Company and the private nature of the transactions.

On May 5, 2017, we completed the sale 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 our Common Stock and one non-transferable share purchase warrant exercisable into one share of Common Stock at a price of $0.40 until May 5, 2019. We paid or accrued an aggregate of $101,772 in finders’ fees payable to two finders, being 6% of the gross proceeds raised, and issued 442,489 finders’ warrants, being 6% of the number of units sold, on the funds received from investors introduced to us by the finders. Each warrant is exercisable into one share of our Common Stock at a price of $0.40 until May 5, 2019. We issued the shares and warrants underlying the units sold and the finders’ warrants issued in reliance on the exclusion from registration provided by Rule 903 of Regulation S for offers and sales outside of the United States and Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder for offers and sales in the United States and to U.S. persons. Our reliance on Rule 903 was based on the fact that the securities were sold in offshore transactions. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any U.S. person. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investors provided us with written representations regarding their investment intent and status as an accredited investor, and that neither we nor anyone acting on our behalf engaged in any general advertising or general solicitation.

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On August 8, 2017, we entered into a shares for debt settlement transaction with one of our creditors, providing for the settlement of approximately $95,952 of indebtedness through the issuance of an aggregate of 417,184 units of our securities at a deemed issue price of $0.23 per unit. Each unit was comprised of one share of Common Stock and one common stock purchase warrant. Each warrant entitles the holder to acquire one additional share of Common Stock at an exercise price of $0.40 until May 5, 2019. We relied on Rule 903 of Regulation S for the offer and sale of the units to the creditor, based on the fact that the units were sold in an offshore transaction. We have not engaged in any directed selling efforts in the United States in connection with the sale of the units and the creditor was not a U.S. person and did not acquire the securities for the account or benefit of any U.S. person.

On September 25, 2017, we completed the sale of an aggregate of 7,077,140 units at a price of $0.15 per unit for gross proceeds of $1,061,571 comprising the first tranche of an offering of up to 24,000,000 units. Each unit consisted of one share of our Common Stock and one transferable share purchase warrant exercisable into one additional share of Common Stock at a price of $0.25 until September 25, 2019. We paid or accrued an aggregate of $540 in finder’s fees payable to one finder, being 6% of the gross proceeds raised, and issued 3,600 finder’s warrants, being 6% of the number of units sold, on the funds received from investors introduced to us by the finder. Each warrant is exercisable into one share of our Common Stock at a price of $0.25 until September 25, 2019. We issued the shares and warrants underlying the units sold and the finder’s warrants issued in reliance on the exclusion from registration provided by Rule 903 of Regulation S for offers and sales outside of the United States and Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder for offers and sales in the United States and to U.S. persons. Our reliance on Rule 903 was based on the fact that the securities were sold in offshore transactions. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any U.S. person. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investors provided us with written representations regarding their investment intent and status as an accredited investor, and that neither we nor anyone acting on our behalf engaged in any general advertising or general solicitation.

On December 27, 2017, we completed the sale of an aggregate of 6,417,000 units at a price of $0.15 per unit for gross proceeds of $962,550 comprising the second tranche of an offering of up to 24,000,000 units. Each unit consisted of one share of our Common Stock and one non-transferable share purchase warrant exercisable into one additional share of Common Stock at a price of $0.25 until December 27, 2019. We paid or accrued an aggregate of $55,779 in finders’ fees payable to two finders, being 6% of the gross proceeds, and issued 371,860 finders’ warrants, being 6% of the number of units sold, on the funds received from investors introduced to us by the finders. Each warrant is exercisable into one share of our Common Stock at a price of $0.25 until December 27, 2019. We issued the shares and warrants underlying the units sold and the finders’ warrants issued in reliance on the exclusion from registration provided by Rule 903 of Regulation S for offers and sales outside of the United States and Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder for offers and sales in the United States and to U.S. persons. Our reliance on Rule 903 was based on the fact that the securities were sold in offshore transactions. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any U.S. person. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investors provided us with written representations regarding their investment intent and status as an accredited investor, and that neither we nor anyone acting on our behalf engaged in any general advertising or general solicitation.

On January 3, 2018, we completed the sale of an aggregate of 133,333 units at a price of $0.15 per unit for gross proceeds of $20,000 comprising the third and final tranche of an offering of up to 24,000,000 units. Each unit consisted of one share of our Common Stock and one non-transferable share purchase warrant exercisable into one additional share of Common Stock at a price of $0.25 until January 3, 2020. We issued the shares and warrants underlying the units sold in reliance on the exclusion from registration provided by Rule 903 of Regulation S. Our reliance on Rule 903 was based on the fact that the securities were sold in offshore transactions. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any U.S. person.

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On April 18, 2018, we completed the sale of an aggregate of 35,161,000 units at a price of $0.10 per unit for gross proceeds of $3,516,100. Each unit consisted of one share of our Common Stock and one non-transferable share purchase warrant exercisable into one additional share of Common Stock at a price of $0.15 until April 18, 2021. We paid or accrued an aggregate of $2,100 in finder’s fees payable to a finder, being 6% of the gross proceeds, and issued 21,000 finder’s warrants, being 6% of the number of units sold, on the funds received from investors introduced to us by the finder. Each warrant is exercisable into one share of our Common Stock at a price of $0.15 until April 18, 2020. We issued the shares and warrants underlying the units sold and the finder’s warrants issued in reliance on the exclusion from registration provided by Rule 903 of Regulation S for offers and sales outside of the United States and Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder for offers and sales in the United States and to U.S. persons. Our reliance on Rule 903 was based on the fact that the securities were sold in offshore transactions. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any U.S. person. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investors provided us with written representations regarding their investment intent and status as an accredited investor, and that neither we nor anyone acting on our behalf engaged in any general advertising or general solicitation.

On April 18, 2018, we granted a total of 6,381,000 incentive stock options pursuant to our stock option plan to various employees, consultants and directors including: 2,631,000 to our Chief Executive Officer, Benjamin W. Mossman; 1,200,000 to John Proust, a member of our Board of Directors; 300,000 to our Chief Financial Officer and Treasurer, Vince W. Boon; 300,000 to our Corporate Secretary, Eileen Au; 300,000 to Alan R. Edwards, the former Chairman of our Board of Directors; 250,000 to Thomas I. Vehrs, a member of our Board of Directors; and 250,000 to John D. Anderson, a member of our Board of Directors. Each option vested immediately and is exercisable into one share of our Common Stock at a price of $0.12 per share until April 18, 2023. The remaining 1,150,000 options were granted to some of our consultants who were eligible to participate in our stock option plan. We granted the options in reliance on the exclusion from registration provided by Rule 903 of Regulation S for grants outside of the United States and Section 4(a)(2) of the Securities Act for grants in the United States and to U.S. persons. Our reliance on Rule 903 of Regulation S was based on the fact that the securities were offered and sold in an offshore transaction. We did not engage in any directed selling efforts in the United States in connection with the grant of the securities and none of the persons receiving those securities was a U.S. person, nor did they acquire the securities for the account or for the benefit of any U.S. person. Our reliance on Section 4(a)(2) was based on the availability to the grantees of the incentive stock options of information regarding our company, our properties and operations and the private nature of the transactions.

On August 30, 2018, we completed the sale of an aggregate of 2,881,250 units at a price of $0.08 per unit for gross proceeds of $230,500. Each unit consisted of one share of our Common Stock and one non-transferable share purchase warrant exercisable into one additional share of Common Stock at a price of $0.12 until August 30, 2021. We issued the shares and warrants underlying the units sold in reliance on the exclusion from registration provided by Rule 903 of Regulation S for offers and sales outside of the United States and Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder for offers and sales in the United States and to U.S. persons. Our reliance on Rule 903 was based on the fact that the securities were sold in offshore transactions. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any U.S. person. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investors provided us with written representations regarding their investment intent and status as an accredited investor, and that neither we nor anyone acting on our behalf engaged in any general advertising or general solicitation.

On September 17, 2018, we completed the sale of an aggregate of 2,003,125 units at a price of $0.08 per unit for gross proceeds of $160,250. Each unit consisted of one share of our Common Stock and one non-transferable share purchase warrant exercisable into one additional share of Common Stock at a price of $0.12 until September 17, 2021. We issued the shares and warrants underlying the units sold in reliance on the exclusion from registration provided by Rule 903 of Regulation S for offers and sales outside of the United States and Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder for offers and sales in the United States and to U.S. persons. Our reliance on Rule 903 was based on the fact that the securities were sold in offshore transactions. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of

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any U.S. person. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investors provided us with written representations regarding their investment intent and status as an accredited investor, and that neither we nor anyone acting on our behalf engaged in any general advertising or general solicitation.

On October 16, 2018, we completed the sale of 17,500,000 units to one investor at a price of $0.10 per unit for gross proceeds of $1,750,000. Each unit consisted of one share of our 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 a price of $0.13 until October 16, 2020. We issued the shares and warrants underlying the units in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investor provided us with written representations regarding its investment intent and status as an accredited investor, and neither we nor anyone acting on our behalf engaged in any general advertising or general solicitation. In conjunction with this investment, we issued 875,000 share purchase warrants as a finder’s fee. Each finder’s warrant entitles the holder to acquire one share of Common Stock at an exercise price of $0.13 until October 16, 2020. We issued the finder’s warrants in reliance on the exclusion from registration provided by Rule 903 of Regulation S. Our reliance on Rule 903 was based on the fact that the finder’s warrants were issued in an offshore transaction. We did not engage in any directed selling efforts in the United States in connection with the issuance of the finder’s warrants, and the recipient of the finder’s warrants was not a U.S. person and did not acquire the finder’s warrants for the account or benefit of a U.S. person.

On November 5, 2018, we completed the sale of 7,500,000 units to one investor at a price of $0.10 per unit for gross proceeds of $750,000. Each unit consisted of one share of our 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 a price of $0.13 until November 5, 2020. We issued the shares and warrants underlying the units in reliance on the exclusion from registration provided by Rule 903 of Regulation S. Our reliance on Rule 903 was based on the fact that the securities were issued in an offshore transaction. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and the purchaser of the securities was not a U.S. person and did not acquire the securities for the account or benefit of a U.S. person.

On November 29, 2018, we granted a total of 2,900,000 incentive stock options pursuant to our stock option plan to various employees and directors including: 1,000,000 to our Chief Executive Officer, Benjamin W. Mossman; 1,500,000 to John Proust, a member of our Board of Directors; 200,000 to Thomas I. Vehrs, a member of our Board of Directors; and 100,000 to John D. Anderson, a member of our Board of Directors. The remaining 100,000 options were granted to one of our employees who was eligible to participate in our stock option plan. Each option vested immediately and is exercisable into one share of our Common Stock at a price of $0.10 per share until November 29, 2023. We granted the options in reliance on the exclusion from registration provided by Rule 903 of Regulation S for grants outside of the United States and Section 4(a)(2) of the Securities Act for grants in the United States and to U.S. persons. Our reliance on Rule 903 of Regulation S was based on the fact that the securities were offered and sold in an offshore transaction. We did not engage in any directed selling efforts in the United States in connection with the grant of the securities and none of the persons receiving those securities was a U.S. person, nor did they acquire the securities for the account or for the benefit of any U.S. person. Our reliance on Section 4(a)(2) was based on the availability to the grantees of the incentive stock options of information regarding our company, our properties and operations and the private nature of the transactions.

On February 14, 2019, we completed the sale of a $1,000,000 secured convertible debenture to one investor for gross proceeds of $1,000,000. The debenture had a term of six months and an annual interest rate of 12%, calculated and compounded monthly, payable in cash or units at the holder’s option, except as described below. The principal amount of the debenture and any accrued interest thereon was convertible into units at a conversion price of $0.10 per unit at any time in the sole discretion of the holder. In addition, the principal amount of the debenture would automatically be converted into units at the conversion price if, during the term of the debenture, we were able to raise proceeds of an additional $800,000 from investors other than the holder. Each unit would consist of one share of our Common Stock and one half of one transferable share purchase warrant, each whole warrant exercisable into one additional share of Common Stock at a price of $0.13 for a period of 2 years from the date of issuance. We issued the debenture and the underlying securities into which the debenture may be converted in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investor provided us with written representations regarding its

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investment intent and status as an accredited investor, and neither we nor anyone acting on our behalf engaged in any general advertising or general solicitation.

On March 1, 2019, we completed the sale of an aggregate of 8,225,000 units at a price of $0.10 per unit for gross proceeds of $822,500. Each unit consisted of one share of our Common Stock and half of one non-transferable share purchase warrant, each whole warrant exercisable into one additional share of Common Stock at a price of $0.13 until March 1, 2021. We issued the shares and warrants underlying the units sold in reliance on the exclusion from registration provided by Rule 903 of Regulation S for offers and sales outside of the United States and Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder for offers and sales in the United States and to U.S. persons. Our reliance on Rule 903 was based on the fact that the securities were sold in offshore transactions. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any U.S. person. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investors provided us with written representations regarding their investment intent and status as an accredited investor, and that neither we nor anyone acting on our behalf engaged in any general advertising or general solicitation. In conjunction with this investment, we issued 199,500 share purchase warrants as a finder’s fee. Each finder’s warrant entitles the holder to acquire one share of Common Stock at an exercise price of $0.13 until March 1, 2021. We issued the finder’s warrants in reliance on the exclusion from registration provided by Rule 903 of Regulation S. Our reliance on Rule 903 was based on the fact that the finder’s warrants were issued in an offshore transaction. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and the purchaser of the securities was not a U.S. person and did not acquire the securities for the account or benefit of a U.S. person.

On March 1, 2019, we also issued 10,049,724 units to the holder of the debenture issued on February 14, 2019 resulting from the conversion of the principal and accrued interest. Each unit consisted of one share of our Common Stock and half of one non-transferable share purchase warrant exercisable into one additional share of Common Stock at a price of $0.13 until March 1, 2021. We issued the shares and warrants underlying the units in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investor provided us with written representations regarding its investment intent and status as an accredited investor, and that neither we nor anyone acting on our behalf engaged in any general advertising or general solicitation.

On July 3, 2019, we completed the sale of an aggregate of 10,368,131 units at a price of $0.07 per unit for gross proceeds of $725,769.15. Each unit consisted of one share of our Common Stock and half of one non-transferable share purchase warrant, each whole warrant exercisable into one additional share of Common Stock at a price of $0.10 until July 3, 2022. We issued the shares and warrants underlying the units sold in reliance on the exclusion from registration provided by Rule 903 of Regulation S for offers and sales outside of the United States and Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder for offers and sales in the United States and to U.S. persons. Our reliance on Rule 903 was based on the fact that the securities were sold in offshore transactions. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any U.S. person. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investors provided us with written representations regarding their investment intent and status as an accredited investor, and that neither we nor anyone acting on our behalf engaged in any general advertising or general solicitation.

On August 19, 2019, we completed the sale of an aggregate of 45,826,435 units at a price of $0.07 per unit for gross proceeds of $3,207,850.46. Each unit consisted of one share of our Common Stock and half of one non-transferable share purchase warrant, each whole warrant exercisable into one additional share of Common Stock at a price of $0.10 until August 19, 2022. We issued the shares and warrants underlying the units sold in reliance on the exclusion from registration provided by Rule 903 of Regulation S for offers and sales outside of the United States and Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder for offers and sales in the United States and to U.S. persons. Our reliance on Rule 903 was based on the fact that the securities were sold in offshore transactions. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any U.S. person. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that

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the U.S. investors provided us with written representations regarding their investment intent and status as an accredited investor, and that neither we nor anyone acting on our behalf engaged in any general advertising or general solicitation.

On August 21, 2019, we granted a total of 7,512,840 incentive stock options pursuant to our stock option plan to various directors, officers and consultants including: 4,612,840 to our Chief Executive Officer, Benjamin W. Mossman; 750,000 to John Proust, a member of our Board of Directors; 400,000 to Thomas I. Vehrs, a member of our Board of Directors; 400,000 to Murray Flanigan, a member of our Board of Directors and 1,000,000 to Lawrence W. Lepard, a member of our Board of Directors; 100,000 to Vince Boon, our Chief Financial Officer; and 100,000 to Eileen Au, our corporate secretary. The remaining 150,000 options were granted to some of our consultants who were eligible to participate in our stock option plan. Each option vested immediately and is exercisable into one share of our Common Stock at a price of $0.07 per share until August 21, 2024. We granted the options in reliance on the exclusion from registration provided by Rule 903 of Regulation S for grants outside of the United States and Section 4(a)(2) of the Securities Act for grants in the United States and to U.S. persons. Our reliance on Rule 903 of Regulation S was based on the fact that the securities were offered and sold in an offshore transaction. We did not engage in any directed selling efforts in the United States in connection with the grant of the securities and none of the persons receiving those securities was a U.S. person, nor did they acquire the securities for the account or for the benefit of any U.S. person. Our reliance on Section 4(a)(2) was based on the availability to the grantees of the incentive stock options of information regarding our company and our properties and operations and the private nature of the transactions.

On September 9, 2019 in conjunction with a debt financing, we issued 11,500,000 share purchase warrants to the lender as partial consideration for a secured $1,000,000 loan. Each warrant entitles the holder to acquire one share of Common Stock at an exercise price of $0.10 until September 9, 2022. We issued the warrants in reliance on the exclusion from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder for offers and sales in the United States and to U.S. persons. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the lender provided us with written representations regarding its investment intent and status as an accredited investor, the availability to the lender of information regarding our company and our properties and operations, and the private nature of the transaction.

Item 16.

Exhibits and Financial Statement Schedules.

(a) Exhibits

The Exhibits filed herewith are set forth on the Index to Exhibits filed as a part of this registration statement beginning on page II-12 hereof.

Item 17.

Undertakings.

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

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(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That for determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)

That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(6)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Vancouver, British Columbia, Canada on October 30, 2019.


	Rise Gold Corp.

	By:	/s/ Benjamin Mossman
		Benjamin Mossman, Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Name	Title	Date

By: /s/ Benjamin Mossman Benjamin Mossman	Chief Executive Officer, President and Director (Principal Executive Officer)		October 30, 2019

By: /s/ Vincent Boon Vincent Boon	Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		October 30, 2019

By: /s/ Murray Flanigan Murray Flanigan	Director		October 30, 2019

By: /s/ John Proust John Proust	Director		October 30, 2019

By: /s/ Thomas Vehrs Thomas Vehrs	Director		October 30, 2019

By: /s/ Lawrence Lepard Lawrence Lepard	Director		October 30, 2019

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EXHIBIT INDEX

Exhibit No.

Document

3.1

Articles of Incorporation, as amended to date (1)

3.2

Bylaws (2)

5.1

Legal opinion of SecuritiesLawUSA, PC *

10.1

Incentive Stock Option Plan dated March 23, 2016 (1)

10.2

Employment Agreement with Benjamin Mossman dated as if April 19, 2017 (1)

10.3

Amendment dated April 16, 2018 to the Employment Agreement with Benjamin Mossman dated as of April 19, 2017 (3)

10.4

Geological Consulting Services Agreement with Fred Tejada effective as of April 20, 2017 (1)

10.5

Consulting Services Agreement dated May 1, 2018 with Cale Thomas (3)

10.6

Form of Subscription Agreement with Meridian Jerritt Canyon Corp., a wholly-owned subsidiary of Yamana Gold Inc., dated October 16, 2018 (4)

10.7

Consulting Agreement with J. Proust & Associates Inc. as amended, dated December 13, 2018 (5)

10.8

Convertible Debenture issued to Meridian Jerritt Canyon Corp., dated as of February 14, 2019(6)

10.9

Guarantee of Convertible Debenture made by Rise Grass Valley Inc. in favor of Meridian Jerritt Canyon Corp., dated as of February 14, 2019 (6)

10.10

Collateral Agreement in favor of Meridian Jerritt Canyon Corp., dated as of February 14, 2019 (6)

10.11

Loan Agreement between Rise Grass Valley Inc. and Eridanus Capital, LLC dated August 30, 2019 *

10.12

Collateral Agreement in favor of Eridanus Capital, LLC, dated August 30, 2019 *

10.13

Deed of Trust in favor of Jeremy A. M. Evans, as trustee, for the benefit of Eridanus Capital, LLC dated August 30, 2019 *

21.1

Subsidiaries of the registrant (1)

23.1

Consent of Davidson & Company LLP *

23.2

Consent of SecuritiesLawUSA, PC (contained in Exhibit 5.1) *

_________________

Filed herewith

(1)

Previously included as an exhibit to our Form S-1 registration statement filed on September 5, 2017 and incorporated herein by reference

(2)

Previously included as an exhibit to our Form S-1 registration statement filed on February 19, 2008 and incorporated herein by reference

(3)

Previously included as an exhibit to our Form S-1 registration statement filed on May 29, 2018 and incorporated herein by reference

(4)

Previously included as an exhibit to post-effective Amendment No. 1 to our Form S-1 registration statement filed on November 26, 2018 and incorporated herein by reference

(5)

Previously included as an exhibit to our Form S-1 registration statement filed on January 17, 2019 and incorporated herein by reference

(6)

Previously included as an exhibit to our Fomr S-1 registration statement filed on April 17, 2019 and incorporated herein by reference

II-12

[EXHIBIT51002.GIF]

Washington, D.C. Office

Los Angeles Office

Administrative Office

One Metro Center

Watt Plaza

28631 Lapine Avenue

700 12th Street NW, Suite 700

1875 Century Park East, 6^th Floor

Santa Clarita, CA 91390

Washington, DC 20005

Los Angeles, California 90067

Tel (661) 713-6843

Tel (202) 261-0660

Tel (310) 407-8626 • Fax (661) 438-3080

www.seclawusa.com

October 29, 2019

Rise Gold Corp.

Suite 650 – 669 Howe Street

Vancouver, British Columbia V6C 0B4

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the filing with the Securities and Exchange Commission (the “Commission”) by Rise Gold Corp., a Nevada corporation (the “Company”), of a Registration Statement on Form S-1 (the “Registration Statement”), including that certain related prospectus to be filed with the Commission (the “Prospectus”) under the Securities Act of 1933, as amended, relating to the resale from time to time by the selling stockholders named in the Prospectus (the “Selling Stockholders”) of up to a total of 95,903,811 shares of the Company’s common stock, $0.001 par value (the “Shares”), consisting of up to (i) 56,194,566 outstanding Shares (the “Outstanding Shares”), (ii) 5,184,068 Shares (the “July 2019 Warrant Shares”) issuable upon exercise of common stock purchase warrants issued July 3, 2019 and exercisable at a price per Share of $0.10 (the “July 2019 Warrants”), (iii) 23,025,177 Shares (the “August 2019 Warrant Shares”) issuable upon exercise of common stock purchase warrants issued August 19, 2019 and exercisable at a price per Share of $0.10 (the “August 2019 Warrants”), and (iv) 11,500,000 Shares (the “September 2019 Warrant Shares”) issuable upon exercise of common stock purchase warrants issued September 9, 2019, as described in the Registration Statement. The July 2019 Warrant Shares, the August 2019 Warrant Shares and the September 2019 Warrant Shares are collectively referred to as the “Warrant Shares” and the July 2019 Warrants, the August 2019 Warrants and the September 2019 Warrants are collectively referred to as the “Warrants.”

In connection with this opinion, we have examined and relied upon the Registration Statement and related Prospectus; the Company’s articles of incorporation, as amended to date; the Company’s Bylaws as in effect on the date hereof; the form of certificates representing the Warrants; and certain resolutions and minutes of meetings of the Board of Directors of the Company relating to the issuance of the Outstanding Shares, the Warrants and the Warrant Shares and the filing of the Registration Statement. We have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to our satisfaction, of such records, documents, certificates, and other instruments of the Company, certificates of officers, directors and representatives of the Company, certificates of

[EXHIBIT51004.GIF]

October 29, 2019

Page 2

public officials, and such other documents as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. As to matters of fact material to our opinion, we have relied, without independent verification, on certificates and other inquiries of officers of the Company. We have assumed without investigation the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof, the accuracy and completeness of all records made available to us by the Company, and that all offers and sales of the Shares will be made in compliance with the securities laws of the states having jurisdiction thereof. We have also assumed that (i) the Registration Statement and any amendments thereto (including post-effective amendments) will have become effective and will continue to be effective at the time of any resale of the Shares, (ii) if necessary, a prospectus supplement will have been prepared and filed with the Commission describing any Shares offered thereby by any Selling Stockholders, (iii) all Shares will be sold in the manner stated in the Registration Statement and, if necessary, the applicable prospectus supplement, and (iv) at the time of the offering, there will not have occurred any changes in the law affecting the authorization, execution, delivery, validity or enforceability of the Shares. The opinion set forth in this letter is limited solely to the federal laws of the United States and the applicable laws of the State of Nevada. We express no opinion with respect to any other laws.

Based upon the foregoing, and in reliance thereon, we are of the opinion that the Outstanding Shares are, and upon the due exercise of the Warrants in accordance with their terms the Warrant Shares will be, validly issued, fully paid and nonassessable.

We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission.

Sincerely,

/s/ SecuritiesLawUSA, PC

SecuritiesLawUSA, PC

Exhibit 10.11

EXECUTION VERSION

Eridanus Capital, LLC

(the “Lender”)

- and -

RISE GRASS VALLEY INC.

(the “Borrower”)

LOAN AGREEMENT

THIS AGREEMENT dated for reference the 30^th day of August, 2019 (the “Effective Date”) and made,

BETWEEN:

RISE GRASS VALLEY INC., a corporation incorporated under the laws of Nevada, having an office at 333 Crown Point Circle, Ste 215, Grass Valley, CA 95945

(the “Borrower”)

AND:

Eridanus Capital, LLC, a limited liability company incorporated under laws of Wyoming, having an office at 201 East 5th Street, Suite 1200, Sheridan, WY 82801

(the “Lender”)

WITNESSES THAT WHEREAS:

A. The Lender has agreed to make a term loan of up to $1,000,000 (the “Loan”) available to the Borrower to provide working capital to the Borrower for the Project (as defined herein); and

B. The parties wish to provide for the terms and conditions upon which the Loan shall be made available to the Borrower;

THEREFORE in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Lender and the Borrower warrant and represent to and covenant and agree with each other as set forth below.

ARTICLE ONE
INTERPRETATION

1.1

Definitions.

As used in this Agreement, including the schedules hereto (if any), unless otherwise defined or unless the context otherwise requires the following terms have the following respective meanings:

(a)

“Accredited Investor” means an “accredited investor” as that term is defined in NI 45-106 and “U.S. Accredited Investor” means an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

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(b)

“Acquisition” means any transaction, or any series of related transactions by which the Borrower directly or indirectly, by any means:

(i)

acquires any business (including any division of a business) or all or substantially all of the assets of any Person engaged in any business; or

(ii)

acquires Control of a Person engaged in a business.

(c)

“Advance” means an advance on account of the Loan.

(d)

“Affiliate” means, with respect to any Person, another Person that, directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with, such Person.

(e)

“Applicable Law” means (a) any domestic or foreign statute, law (including common and civil law), treaty, code, ordinance, rule, regulation or by-law (zoning or otherwise); (b) any judgement, order, writ, injunction, decision, ruling, decree or award; (c) any regulatory policy, practice, protocol, guideline or directive; or (d) any franchise, licence, qualification, Authorization, consent, exemption, waiver, right, permit or other approval, in each case, of any Governmental Authority and having the force of law, binding on or affecting the Person referred to in the context in which the term is used or binding on or affecting the property of such Person, all of the foregoing as may exist as of the Effective Date or as may be implemented, revised or modified from time to time after the Effective Date.

(f)

“Applicable Securities Laws” means the securities legislation and regulation of, and the instruments, policies, rules, orders, and notices of, the applicable securities regulatory authority or authorities of the applicable jurisdiction or jurisdictions, as the case may be, including the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder, the securities legislation of the Reporting Jurisdictions, and all rules and policies of the CSE.

(g)

“Associate” has the meaning ascribed to such term in the Securities Act (British Columbia), as in effect on the date of this Agreement.

(h)

“Authorization” means, with respect to any Person, any order, permit, approval, consent, waiver, licence or similar authorization of any Governmental Authority having jurisdiction over the Person.

(i)

“Borrower” means Rise Grass Valley Inc., a corporation formed under the laws of Nevada, and its successors and permitted assigns (by amalgamation, merger or otherwise).

(j)

“Business” means the current business and operations of the Borrower and the anticipated exploration, development and mining operations of the Borrower.

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(k)

“Business Day” means any day of the year, other than a Saturday, Sunday, legal holiday or any day on which banking institutions are closed in Vancouver, British Columbia or Sheridan, Wyoming.

(l)

“Collateral” means the property described in and subject to the Encumbrances, privileges, priorities and security interests purported to be created by the Security Agreements.

(m)

“Control” means, in respect of a particular Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise (other than by way of security). “Controlling” and “Controlled” have meanings correlative thereto.

(n)

“Contract” means any agreement, contract, licence, lease, undertaking, engagement or commitment of any nature, written or oral.

(o)

“Corporation” means Rise Gold Corp., a corporation formed under the laws of Nevada, and its successors and permitted assigns (by amalgamation, merger or otherwise).

(p)

“CSE” means the Canadian Securities Exchange.

(q)

“Default” means any event which is or which, with the passage of time, the giving of notice or both, would be an Event of Default.

(r)

“Disclosure Schedule” means the disclosure schedule of the Borrower attached as Exhibit B (Disclosure Schedule).

(s)

“Effective Date” has the meaning ascribed to such term on page 1 herein.

(t)

“Encumbrance” means any lien, charge, hypothec, pledge, mortgage, title retention agreement, covenant, condition, lease, license, security interest of any nature, claim, exception, reservation, easement, encroachment, right of occupation, right-of-way, right-of-entry, matter capable of registration against title, option, preferential right, offer for sale or purchase, listing agreement, assignment, right of pre-emption, royalty, right, pledge, privilege or any other encumbrance or title defect of any nature whatsoever, and any other right of third parties relating to, attaching to or affecting any asset, regardless of form (excluding Ordinary Course payables), whether or not registered or registrable and whether or not consensual or arising by any Applicable Law, and includes any contract to create any of the foregoing.

(u)

“Environmental Laws” means all Applicable Laws relating to the protection of human health and the environment, including all Applicable Laws pertaining to the reporting, licensing, permitting, transportation, storage, disposal, investigation or remediation of Releases, or threatened Releases, of Hazardous Substance into the air, surface water, groundwater, or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation or handling of Hazardous Substance.

- 5 -

(v)

“Event of Default” has the meaning ascribed to such term in Section 0 hereof.

(w)

“GAAP” means generally accepted accounting principles in effect in the United States from time to time consistently applied, or, after notice thereof has been provided by the Corporation to the Lender, such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

(x)

“Governmental Authority” means (a) the government of the United States, Canada or any other nation, whether federal, provincial, state, municipal, local, or other government or public department, (b) any central bank, court, tribunal, arbitral body, regulatory body (including any stock exchange), commission (including any securities commission), board, bureau, agency, authority, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of, or pertaining to, any of the foregoing, (c) any subdivision of any of the foregoing, and (d) the CSE.

(y)

“Hazardous Substance” means any substance, product, liquid, waste, pollutant, chemical, contaminant, insecticide, pesticide, gaseous or solid matter, organic or inorganic matter, fuel, micro-organism, ray, odour, radiation, energy, vector, plasma, constituent or other material which is or becomes listed, regulated or addressed under any Environmental Laws (including asbestos, cyanide, petroleum and polychlorinated biphenyls).

(z)

“Interest Rate” has the meaning set out in Section 0 hereof.

(aa)

“Lender” means Eridanus Capital, LLC, a Wyoming limited liability company, and its successors and assigns.

(bb)

“Loan” has the meaning set out on page 1 herein.

(cc)

“Loan Extension Option” has the meaning set out in section 0 of this Agreement.

(dd)

“Material Adverse Change” means any material adverse change in (i) the Business, operations, affairs, assets, properties, financial condition or prospects of the Corporation and its subsidiaries, taken as a whole, (ii) the ability of the Borrower to observe, perform and or comply with its obligations under any of the Transaction Documents; or (iii) the rights and remedies of, as applicable, the Lender under any of the Transaction Documents.

(ee)

“Material Contract” means any contract, licence or agreement (i) to which the Borrower is a party or bound, (ii) which is material to, or necessary in, the operation of the Business, (iii) which the Borrower cannot promptly replace by an alternative and comparable contract with comparable commercial terms and (iv) the absence of which would result in a Material Adverse Change.

(ff)

“Maturity Date” means the earlier of (i) the later of (A) the date which is two years from the date of the Advance and (B) if the Loan Extension Option has been exercised the date

- 6 -

which is four years from the date of the Advance; and (ii) the date that all Obligations may become due and payable in accordance with the terms hereof.

(gg)

“Mineral Rights” has the meaning set out in Section 3.3(i) hereof.

(hh)

“NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

(ii)

“NI 45-106” means National Instrument 45-106 – Prospectus Exemptions.

(jj)

“Obligations” means all present and future indebtedness, liabilities and obligations of any and every kind, nature and description (whether direct or indirect, joint or several, absolute or contingent, mature or unmatured) of the Borrower to the Lender under, in connection with or with respect to the Transaction Documents.

(kk)

“Ordinary Course” means, with respect to an action taken by a Person, that such action is consistent with the past practices of the Person and is taken in the Ordinary Course of the normal day-to-day operations of the Person.

(ll)

“Permitted Encumbrances” means:

(i)

Encumbrances in favour of the Lender for the Obligations;

(ii)

Encumbrances for taxes, duties and assessments which may be overdue but the validity of which is being contested in good faith and in respect of which appropriate reserves have been established;

(iii)

Encumbrances to secure workers’ compensation, unemployment insurance or other social security obligations, surety or appeal bonds, costs of litigation when required by law, public and statutory obligations, warehousemen’s, carriers’ and other similar Encumbrances;

(iv)

Encumbrances given to a public utility or Governmental Authority to secure obligations incurred to such utility, municipality, government or other authority in the Ordinary Course in connection with the supply of services or utilities to the Borrower;

(v)

Encumbrances and privileges arising out of judgments or awards in respect of which an appeal or proceeding for review has been commenced, a stay of execution pending such appeal or proceedings for review has been obtained and appropriate reserves have been established;

(vi)

any mechanic’s, labourer’s, materialman’s statutory or other similar Encumbrance arising in the Ordinary Course, the action to enforce which has not proceeded to a final judgment;

(vii)

undetermined or inchoate Encumbrances incidental to the normal business operations of a company not at the time overdue, or which are overdue but have

- 7 -

not been filed against the Borrower or any of its properties pursuant to Applicable Law and the validity of which is being contested in good faith and appropriate reserves have been established;

(viii)

Encumbrances set out in the Disclosure Schedule; and

(ix)

Encumbrances consented to in writing by the Lender;

provided that the use of the term “Permitted Encumbrances” to describe such interests and Encumbrances shall mean that they are permitted to exist, and shall not be interpreted as meaning that such interests and Encumbrances are entitled to priority over the Lender’s security.

(mm)

“Person” means a natural person, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Authority, and pronouns have a similarly extended meaning.

(nn)

“Project” means, collectively, the Idaho-Maryland Gold Mine located near Grass Valley, California, and all assets, property and undertakings used, intended for use in, or forming part of the Borrower’s operations at the Idaho-Maryland Gold Mine, and all associated mineral rights, surface rights and processing facilities and associated infrastructure, that may be acquired, developed or constructed with respect to such operations from time to time.

(oo)

“Properties” means the facilities or properties currently or formerly owned, leased or operated by the Borrower and “Property” shall mean any one of the Properties as the context requires.

(pp)

“Public Record” refers to all public information which has been filed by the Corporation pursuant to Applicable Securities Laws.

(qq)

“Regulation D” means Regulation D promulgated under the U.S. Securities Act.

(rr)

“Release” means any release, spill, leak, discharge, abandonment, disposal, pumping, pouring, emitting, emptying, injecting, leaching, dumping, depositing, dispersing, passive migration, allowing to escape or migrate into or through the environment (including within any building, structure, facility or fixture) of any Hazardous Substance, including the abandonment or discarding of Hazardous Substances in barrels, drums, tanks or other containers, regardless of when discovered.

(ss)

“Reporting Jurisdictions” means, collectively, British Columbia, Alberta and Ontario.

(tt)

“Rise Group” means the Corporation and the Borrower, collectively.

(uu)

“SEC” means the United States Securities and Exchange Commission.

(vv)

“Securities” means, collectively, the Warrants and Warrant Shares.

- 8 -

(ww)

“Securities Regulators” means, collectively, the securities regulators or other securities regulatory authorities in the Reporting Jurisdictions.

(xx)

“Security Agreements” has the meaning ascribed to such term in Section 0.

(yy)

“Security Interest” means the pledges, assignments, mortgages, charges, and hypothecations of and the security interests in the Collateral created in favour of the Lender under the Security Agreements.

(zz)

“Shares” means the shares of common stock of the Corporation, as such shares exist at the close of business on the date of execution and delivery of this Agreement; provided that, in the event of a subdivision, redivision, reduction, combination, consolidation or reclassification of the capital of the Corporation or such successive subdivisions, redivisions, reductions, combinations, consolidations or reclassifications, “Shares” shall thereafter mean the shares corresponding to the Shares resulting from such subdivision, redivision, reduction, combination, consolidation or reclassification.

(aaa)

“Taxes” means all taxes, charges, fees, levies, imposts, rates, dues and assessments, including all income, sales, use, goods and services, value added, capital, capital gains, alternative, net worth, transfer, profits, withholding, payroll, employer health, excise, real property and personal property taxes, and any other taxes, customs duties, fees, assessments, or similar charges in the nature of a tax including government pension plan contributions, unemployment insurance payments and workers’ compensation premiums, together with any instalments with respect thereto, and any interest, fines and penalties with respect thereto, imposed, levied, collected, withheld or assessed by any Governmental Authority (including federal, state, provincial, municipal and foreign Governmental Authorities), and whether disputed or not.

(bbb)

“Tax Return” means any return, report, declaration, designation, election, notice, filing, form, claim for refund, information return or other document (including any related or supporting schedule, statement or information) filed or required to be filed in connection with the determination, assessment or collection of any Tax or the administration of any Applicable Law, regulations or administrative requirements relating to any Tax.

(ccc)

“Technical Report” means the technical report prepared by Greg Kulla, PGeo., of Amec Foster Wheeler Americas Limited, in accordance with NI 43-101 entitled “Technical Report on the Idaho-Maryland Project, Grass Valley, California, USA” dated effective June 1, 2017.

(ddd)

“Transaction Documents” includes this Agreement and each of the Security Agreements.

(eee)

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

(fff)

“U.S. Securities Act” means the United States Securities Act of 1933, as amended.

(ggg)

“Warrant Shares” means the Shares issuable upon due exercise of the Warrants.

(hhh)

“Warrants” has the meaning set out in Section 0.

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1.2

Gender and Number.

Any reference in this Agreement to gender shall include all genders, and words importing the singular number only shall include the plural and vice versa.

1.3

Headings, Etc.

The division of this Agreement into Articles, Sections, Subsections, and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in the construction or interpretation of this Agreement.

1.4

Currency.

All references in this Agreement to “dollars” or “$”, unless otherwise specifically indicated, are expressed in the currency of the United States.

1.5

Severability.

Any article, section, subsection or other subdivision of this Agreement or any other provision of this Agreement which is, or becomes, illegal, invalid or unenforceable shall be severed from this Agreement and be ineffective to the extent of such illegality, invalidity or unenforceability and shall not affect or impair the remaining provisions hereof or thereof.

1.6

Governing Law.

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of California and the federal laws of the United States applicable therein, without reference to rules governing the choice or conflict of laws. For the purpose of legal proceedings, this Agreement shall be deemed to have been made in the said State and to be performed therein and the federal and state courts located in California shall have jurisdiction over all disputes which may arise under this Agreement. The Borrower and the Lender hereby irrevocably and unconditionally submit to the non-exclusive jurisdiction of such courts.

1.7

Accounting Principles.

Wherever in this Agreement reference is made to “generally accepted accounting principles” or “GAAP”, such reference shall be deemed to be to GAAP.

1.8

Interpretation.

Unless otherwise expressly provided in this Agreement, if any matter in this Agreement is subject to the determination, consent or approval of the Lender or is to be acceptable to the Lender, such determination, consent, approval or determination of acceptability will be in the sole discretion of the Lender, acting reasonably. If any provision in this Agreement refers to any action taken or to be taken by the Borrower, or which the Borrower is prohibited from taking, such provision will be interpreted to include any and all means, direct or indirect, of taking, or

- 10 -

not taking, such action. When used in the context of a general statement followed by a reference to one or more specific items or matters, the term “including” shall mean “including, without limitation” and the use of the term “includes” shall mean “includes, without limitation”.

ARTICLE TWO
LOAN

2.1

Loan.

Subject to the terms and conditions of this Agreement, the Lender hereby establishes and agrees to make the Loan available to the Borrower.

2.2

Purpose.

The Loan will be made available to the Borrower for the purpose of providing funds for permitting, engineering and working capital in respect of the Project in the Ordinary Course and for no other purpose without the prior written consent of the Lender.

2.3

Term.

The outstanding principal amount of the Loan together with all accrued and unpaid interest and all other amounts outstanding hereunder shall become due and payable in full on the Maturity Date unless sooner as determined by the Lender due to the occurrence of an Event of Default. The initial term of the Loan shall be two years from the date of the Advance. The Lender hereby grants to the Borrower an option (the “Loan Extension Option”) to extend the term of the Loan to four years from the date of the Advance. The Borrower may exercise the Loan Extension Option by giving the Lender at least 10 days written notice prior to the expiry of the initial term.

2.4

Advance.

Provided the conditions in Section 0 have been met to the Lender’s sole satisfaction or waived by the Lender in writing at the time of that Advance, the Borrower shall be entitled to drawdown the Loan available under this Agreement, being $1,000,000, by delivering, to the Lender a written request for an Advance six (6) Business Days prior to the date of the proposed drawdown.

2.5

Interest.

(a)

Interest shall accrue on the principal sum outstanding both before and after the Maturity Date, default and judgment until actual payment in full at the rates (the “Interest Rate”) set out below, calculated and compounded monthly:

(i)

Years 1 and 2: 10% per annum;

(ii)

If applicable, Year 3: 20% per annum; and

(iii)

If applicable, Year 4: 25% per annum.

- 11 -

From and after the date of the Advance, interest shall accrue and be payable on the Maturity Date.

(b)

If a court of competent jurisdiction determines that any provision of this Agreement obligates the Borrower to make any payment of interest, or other amount payable to the Lender, in an amount, or calculated at a rate, which would be prohibited by Applicable Law or would result in receipt by the Lender of interest at a rate in excess of the maximum rate permissible under Applicable Law then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted, with retroactive effect, to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Applicable Law or so result in receipt by the Lender of interest at a rate in excess of the maximum rate permissible. Any amount or rate of interest referred to in this Section shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the Loan remains outstanding, on the assumption that any charges, fees or expenses that fall within the meaning of “interest” shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the date hereof to the Maturity Date, and, in the event of a dispute, a certificate of an accredited actuary appointed by the Lender shall be conclusive for the purposes of such determination.

2.6

Voluntary Prepayment.

Prior to the Maturity Date, the Borrower may prepay the Loan in whole or in part provided that:

(a)

together with the amount prepaid, the Borrower pays all interest which has then accrued but remains outstanding;

(b)

if the interest payable pursuant to subsection (a) above is less than $200,000 (two year’s interest), the Borrower pays the difference to the Lender as prepayment compensation.

2.7

Payments to be Made.

The Borrower will make all payments due hereunder when due to the Lender at the address set out in Section 0 hereof, or at such address as the Lender may advise the Borrower in writing from time to time, or by wire transfer in accordance with the wire transfer instructions in set out in Exhibit C hereto.

ARTICLE THREE
COVENANTS AND REPRESENTATIONS OF THE BORROWER

3.1

Positive Covenants.

So long as this Agreement remains outstanding, the Borrower covenants and agrees it will:

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(a)

Payment and Performance of Obligations.

(i)

Duly and punctually pay all sums of money due by it under the terms of this Agreement and each other Transaction Document at the times and places and in the manner provided for by this Agreement or such other Transaction Document, as applicable, and shall duly and punctually perform and observe all other obligations on its part to be performed or observed hereunder or thereunder at the times and in the manner provided for herein or therein.

(ii)

Duly and punctually pay all indebtedness due and payable by it to any Person as and when such payments shall become due including, without limitation all Taxes.

(b)

Observation of Covenants. Duly observe and perform each and every one of its covenants and agreements set forth in this Agreement and each other Transaction Document.

(c)

Maintenance of Existence & Business Practices. Do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and all Authorizations necessary or desirable in the normal conduct of its Business and ownership of its assets. Without limiting the generality of the foregoing, the Borrower shall (i) use, operate and maintain all of its property and assets in a good working order and condition, ordinary wear and tear excepted, and in accordance with good business practice and in a manner which does not impair the Security Interests of the Lender in such property and assets; and (ii) continue to collect all accounts receivable in the Ordinary Course.

(d)

Compliance with Applicable Law and Contracts. Comply with all Applicable Law and orders of any Governmental Authority applicable to it or its property and maintain in good standing and observe and perform in all material respects all contracts to which it is a party and comply with all of its material contractual obligations, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Change.

(e)

Approvals. Use commercially reasonable efforts to obtain all necessary Authorizations required to be obtained by the Borrower to operate its Business, own its assets, and to complete the transactions contemplated by each of the Transaction Documents.

(f)

Taxes. Pay all Taxes imposed on it, or on its income or profits or its assets, when due and payable, except for any taxes assessed against the Borrower which it is in good faith contesting pursuant to a bona fide dispute process.

(g)

Insurance. Maintain insurance with respect to its property and Business (with the Lender shown as first mortgagee and loss payee and additional insured) with financially sound and reputable insurance companies, in such amounts and covering such risks as are usually insured against by similar companies engaged in the same or a similar business.

(h)

Carry on Business and Maintain Books and Records. Continue to carry on and conduct its Business in a proper and efficient manner and maintain proper books and records, in which full and correct entries shall be made of all financial transactions and

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the assets and its Business in accordance with GAAP, and shall make such books and records available for inspection by the Lender upon reasonable notice during normal business hours.

(i)

Inspection. Upon reasonable prior notice and during normal business hours, permit the Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records and to discuss its business operations, properties and financial and other conditions with its officers and employees and its independent certified public accountants.

(j)

Provision of Further Information. Provide to the Lender:

(i)

notice of the occurrence of any Default or Event of Default setting out the details of any event so disclosed and the steps (if any) taken by it to remedy or cure the same;

(ii)

any material impending or current litigation, arbitration, criminal or administrative proceeding, tax claim or labour dispute or other proceeding relating to the Borrower or its property, assets or revenues, or its outstanding share capital;

(iii)

any default by the Borrower under a Contract to which it is a party with a value in excess of $25,000;

(iv)

a copy of (A) notice received in respect of any consent, Authorization or approval applicable to the Borrower and (B) notice of any event which may result in the termination of, or the ability of any party to terminate, any Authorization, permit or approval;

(v)

the receipt of any notice given or sent to or served upon the Borrower which would constitute, or would be reasonably expected to constitute, a Material Adverse Change;

(vi)

all information as may from time to time be required by the Lender under or in connection with compliance with any Applicable Law;

(vii)

all correspondence received by the Borrower, the subject, form or substance of which has resulted in or would reasonably be expected to result in a Material Adverse Change; and

(viii)

such other statements, reports and information, including information respecting the Business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower, as the Lender may from time to time reasonably request.

(k)

Ownership. Defend its right, title and interest in and to its material property and assets against the claims of all other Persons, at its own expense.

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(l)

Use of Proceeds. Use the proceeds of the funds advanced hereunder only for the purposes set out in Section 0.

(m)

Security and Registrations.

(i)

As general and continuing security for the payment and performance of the Obligations hereunder, execute and deliver, in each case in form and substance satisfactory to the Lender:

a collateral agreement in favour of the Lender creating a first-priority Encumbrance (subject only to Permitted Encumbrances) over all present and future personal property of the Borrower and the Corporation,

a deed of trust in favour of the Lender creating a first-priority Encumbrance (subject only to Permitted Encumbrances) over all of the real property of the Borrower,

together with such supporting materials as may be required to ensure the perfection or priority of the foregoing Encumbrances. All documents referred to in this Section 0 (as amended, amended and restated, supplemented or otherwise modified from time to time) collectively referred to as the “Security Agreements”.

(ii)

Promptly upon the Lender’s request, record, file or register, applications for registration or financing statements (and continuation or financing change statements when applicable), and make any other registrations or filings in such manner and in such jurisdictions as are necessary to protect, perfect and maintain the protection and perfection of, the Encumbrances created by the Security Agreements, and provide evidence of the foregoing to the Lender; provided that if the Borrower fails to promptly make such recordations, filings, registrations or applications, the Lender shall be entitled to make such recordations, filings, registrations and applications and the Borrower shall pay all expenses and costs incurred by the Lender in connection with the foregoing.

(iii)

Use commercially reasonable efforts to have the Uniform Commercial Code financing statements in favour of Meridian Jerritt Canyon Corp. referred to in the Disclosure Schedule terminated, and shall provide the Lender with evidence of filing of the termination statement.

(n)

Further Assurances.

(i)

Cure promptly any defects in the execution and delivery of each Transaction Document, including this Agreement; and

(ii)

Upon request, execute and deliver to the Lender, as promptly as practical and at the Borrower’s expense, all such other and further documents, agreements and instruments in compliance with or performance of the covenants and agreements of the Borrower in any of the Transaction Documents, including this Agreement,

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or to further evidence and more fully describe the Collateral, or to correct any omissions in any of the Transaction Documents, or more fully to state the security obligations set out herein or in any of the Transaction Documents, or to perfect, protect or preserve any Encumbrances created pursuant to any of the Transaction Documents, or to make any recordings, to file any notices, or obtain any consents, all as may be necessary or appropriate in connection therewith, in the judgment of the Lender, acting reasonably.

3.2

Negative Covenants.

So long as this Agreement remains outstanding, the Borrower covenants and agrees it shall not:

(a)

Amalgamations. Directly or indirectly, by operation of law or otherwise, amalgamate with, merge with, consolidate with or otherwise combine with, any Person, provided however that the Borrower may merge, consolidate, amalgamate or otherwise continue with any Person, if (i) no Default or Event of Default would result therefrom, (ii) the rights of the Lender hereunder have not been materially adversely effected by such merger, consolidation, amalgamation or other combination and (iii) the entity resulting from such merger, consolidation, amalgamation or other form of combination provides written confirmation to the Lender that it has assumed all of the obligations of the Borrower hereunder or delivers the security documents and other deliverables required to provide the Lender a first-priority Encumbrance (subject only to Permitted Encumbrances) over all present and future personal property and real property of such entity.

(b)

Indebtedness. Create, incur, assume or permit to exist any indebtedness, including guarantees of indebtedness of others, except indebtedness under this Agreement and the other Transaction Documents, and any other indebtedness arising in the Ordinary Course.

(c)

Encumbrances. Create, incur, assume or permit to exist any Encumbrance on or with respect to any of its properties or assets (whether now owned or hereafter acquired) except for Permitted Encumbrances.

(d)

Non-Arm’s Length Transactions. Sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with any Affiliates, except in the Ordinary Course, at prices and on terms and conditions not less favourable to the Borrower than could be obtained on an arm’s-length basis from unrelated third parties.

(e)

Restricted Payments. Make any payment (whether in cash or in kind, and whether by way of actual payment, set-off, counterclaim or otherwise):

(i)

of any dividend, distribution or return of capital with respect to its equity securities;

(ii)

on account of the purchase, redemption, retirement or other acquisition of any of its equity securities or any warrants, options or similar rights with respect to its equity securities;

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(iii)

of any principal of or interest or premium on any indebtedness of the Borrower that, by its terms or contractual postponement, ranks in right of payment subordinate to any of the Obligations;

(iv)

of any management, consulting or similar fee or any bonus payment or comparable payment, or by way of gift or other gratuity, to

any director or officer of such Person (but excluding Ordinary Course management fees, wages, bonuses and severance paid in the Ordinary Course and consistent with industry practice); and

any Affiliate of such Person or director or officer thereof;

(v)

for the purpose of setting apart any property for a sinking, defeasance or other analogous fund for any of the payments referenced above.

(f)

Change of Corporate Name or Location. Change its corporate name or change or move its chief executive office, principal place of business, corporate offices, warehouses or other locations at which Collateral is held or stored and/or the location of its records concerning the Collateral, without:

(i)

providing the Lender with at least thirty (30) days’ prior written notice of its intention to do same; and

(ii)

having received the Lender’s written acknowledgement that any reasonable action requested by the Lender in connection therewith (including to continue the perfection of any Encumbrance in favour of the Lender in any Collateral) has been completed or taken.

(g)

Disposition of Assets. Directly or indirectly sell, lease, assign, transfer, convey or otherwise dispose of (whether in one or a series of transactions) all or any portion of its Business, assets or property, real, personal or mixed, tangible or intangible, except for sales (i) of equipment, fixtures or materials that are worn-out or obsolete or have been replaced and are not required for the conduct by the Borrower of its Business, (ii) of inventory made in the Ordinary Course and as part of the normal operation of its Business, or (iii) otherwise with the prior written consent of the Lender.

(h)

Constating Documents and Material Contracts. Amend, supplement or otherwise modify its constating documents or bylaws or the terms and conditions of any Material Contract in any manner which is reasonably likely to result in a Material Adverse Change.

(i)

Dissolution. Liquidate, wind-up, dissolve (or suffer any liquidation or dissolution), reorganize, make an assignment for the benefit of its creditors or file a petition, answer or consent to seeking a reorganization.

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(j)

Nature of Business. Carry on any business other than (a) mineral exploration, extraction, processing and sale, and (b) any business that is the same, similar or otherwise reasonably related, ancillary or complementary thereto.

(k)

No Sale-Leasebacks. Directly, or indirectly, enter into any arrangement providing for the sale, assignment, transfer or disposition of any property used in the Ordinary Course and thereafter rent or lease such property.

(l)

Investments. Make any direct or indirect investment in any Person, whether by acquisition of shares, indebtedness or other securities, or by loan, guarantee, advance, capital contribution or otherwise, except investments in cash equivalents.

(m)

Acquisitions. Make or enter into any Acquisition without the prior written consent of the Lender.

3.3

Representations and Warranties of the Borrower.

The Borrower hereby represents and warrants to the Lender that:

(a)

Incorporation and Existence. The Borrower:

(i)

is duly incorporated and validly existing under the laws of its jurisdiction of incorporation; and

(ii)

is duly qualified to carry on its Business in, and is in good standing in, each jurisdiction which it owns property or assets or carries on business.

(b)

Power and Capacity; Authorization, Execution and Delivery; Enforceability.

(i)

The Borrower has the corporate power and capacity, and the legal right, to own or lease and operate its property, and to carry on its business as now conducted and as proposed to be conducted, and to enter into, execute, deliver and perform the Transaction Documents and to obtain the Loan and Advances hereunder.

(ii)

The Borrower has taken all necessary action to authorize the execution, delivery and performance of the Transaction Documents and to authorize borrowing on the terms and conditions contained herein. No consent or Authorization of, filing with, notice to or other act by, or in respect of, any Governmental Authority or any other Person is required in connection with the extension of the loan hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Transaction Documents.

(iii)

Each Transaction Document has been duly executed and delivered by the Borrower and this Agreement constitutes, and each other Transaction Document when delivered by the Borrower hereunder will constitute, a valid and legally binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar laws

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affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(c)

No Breach of Constating Documents, Applicable Law, Contracts or Default. The entering into, execution, delivery and performance of this Agreement and the other Transaction Documents, obtaining advances hereunder and the use of the proceeds thereof do not and will not:

(i)

Conflict with, contravene, violate or result in a breach of:

the Borrower’s charter, by-laws or other organizational or constating documents or any resolutions of directors, shareholders, partners or similar governing body, as applicable, or the provisions of any shareholders agreement, partnership agreement or declaration of trust;

any Applicable Law; or

any contractual obligation of the Borrower.

(ii)

Result in, or require or permit:

any consent or approval of, registration or filing with, or any other action by, any Governmental Authority;

the creation or imposition of any Encumbrance on any of the Borrower’s properties or assets other than Permitted Encumbrances; or

the acceleration of the maturity of any indebtedness under any contractual obligation.

(d)

Financial Statements. The consolidated financial statements of the Corporation for the most recently completed fiscal quarter or fiscal year, as the case may be, were prepared in accordance with GAAP and no Material Adverse Change has occurred since the date of such financial statements. The consolidated balance sheets of the aforesaid financial statements presents a fair statement of the financial condition and assets and liability of the Rise Group as at the date thereof and the consolidated statements of operations and comprehensive loss, cashflows and stockholders’ equity contained in the aforesaid consolidated financial statements fairly presents the results of the operations of the Rise Group throughout the period covered thereby. Except to the extent reflected or reserved against in the aforesaid balance sheet (including the notes thereto) and except as incurred in the Ordinary Course, the Rise Group does not have any outstanding indebtedness or any liability or obligations (whether accrued, absolute, contingent or otherwise) of a material nature customarily reflected or reserved against in a balance sheet (including the notes thereto) prepared in accordance with generally accepted accounting principles.

(e)

Information. All written information pertaining to the Borrower that has been or will be made available to the Lender is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement

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of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made.

(f)

No Litigation. There are no actions, suits or proceedings (including any Tax-related matter) by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

(g)

No Default. No Default or Event of Default has occurred and is continuing.

(h)

Ownership of Property. Except as disclosed in the Disclosure Schedule:

(i)

The Borrower has title to its owned personal properties, and with respect to leased personal properties, valid leasehold interests with respect thereto, pursuant to valid and enforceable leases, free and clear of all Encumbrances (except Permitted Encumbrances) or other third-Person interests.

(ii)

The Borrower has (A) indefeasible fee simple title to its owned real properties, and (B) with respect to leased real properties, valid leasehold interests with respect thereto, pursuant to valid and enforceable leases, both of which (A) and (B) are free and clear of all Encumbrances (except Permitted Encumbrances) or other third-Person interests.

(iii)

The Security Agreements recorded and registered with respect to the real and personal property of Borrower shall constitute the prime lien upon such property.

(i)

Mineral Rights.

(i)

The Technical Report and the Public Record describe all mineral interests, mining concessions, mining tenements or other mineral rights owned by or subject to any license, option or similar agreement in favour of the Borrower that are material to the Business (the “Mineral Rights”). The Borrower does not hold, license or have any other material interest in any mineral interests, mining concessions, mining tenements or other mineral rights other than the Mineral Rights.

(ii)

The Mineral Rights have been properly located and recorded in compliance with Applicable Law and are comprised of valid and subsisting mineral claims.

(iii)

The Borrower is the recorded and beneficial owner of the Mineral Rights with good and marketable title thereto, free and clear of any title defect or Encumbrance.

(iv)

The Mineral Rights constitute all of the right, title and interest necessary or appropriate to authorize and enable the Borrower to carry on the Business.

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(v)

The Borrower has the exclusive right to deal with the Mineral Rights, and there are no restrictions on the ability of the Borrower to use, transfer or exploit the Mineral Rights except pursuant to Applicable Law.

(vi)

No person other than the Borrower has any interest in the production or profits to be obtained in the future from the Mineral Rights or any royalty in respect thereof or any right to acquire any such interest.

(vii)

There are no farm-in or earn-in rights, rights of first refusal, preferential, or other similar rights or provisions which could affect the Mineral Rights.

(viii)

The Borrower has not received any notice, whether written or oral, from any Governmental Authority or any person with jurisdiction or applicable authority of any revocation or intention to revoke the interest of the Borrower in any Mineral Right.

(ix)

The Mineral Rights are in good standing under Applicable Law; all work required to be performed thereon has been performed and all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made.

(x)

All exploration activities in respect of the Mineral Rights have been conducted in all material respects in accordance with good mining and engineering practices and all material workers’ compensation and health and safety regulations have been complied with.

(xi)

There are no adverse claims, actions, suits or proceedings that have been commenced, and to the knowledge of the Borrower none are pending or threatened and there are no state of facts or events that may give rise thereto or which could affect the title to or right to explore or develop the Mineral Rights which involves the possibility of any judgment or liability affecting the Mineral Rights.

(j)

Expropriation. No asset of the Borrower and none of the Mineral Rights have been taken or expropriated by any Governmental Authority or person, nor has any notice or proceeding in respect thereof been given or commenced nor, to the knowledge of the Borrower, is there any intent or proposal to give any such notice or commence any such proceeding.

(k)

No Options, etc. No person has any contract (including an option or any right or privilege capable of becoming same) for the purchase from the Borrower of any of its material assets (including without limitation the Mineral Rights). Borrower has not and is not marketing its real property, the Mineral Rights, or any portion thereof, for sale or for lease.

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(l)

Environmental. Except as disclosed in the Disclosure Schedule:

(i)

To the knowledge of the Borrower, the Business, and the Mineral Rights and all operations thereon have been and are in material compliance with Environmental Laws.

(ii)

The Borrower has not used or permitted to be used, except in compliance with all Environmental Laws, any property of the Borrower to release, generate, manufacture, process, distribute, use, treat, store, transport or handle any Hazardous Substance.

(iii)

None of the Borrower, the Business nor the Mineral Rights is subject to any pending, nor, to the knowledge of the Borrower, any threatened:

claim, action, notice, demand, allegation, investigation, proceeding, application, order, judgment, requirement or directive which relates to environmental, Hazardous Substances, human health or safety matters, and which may require or result in any work, repairs, rehabilitation, reclamation, remediation, construction, obligations, liabilities or expenditures (and there is no basis for such a claim, action, notice, demand, allegation, investigation, proceeding, application, order, judgment, requirement or directive); or

allegation, demand, direction, order, notice or prosecution with respect to any Environmental Law applicable thereto including any Environmental Law respecting the use, storage, treatment, transportation, rehabilitation, reclamation, remediation or disposition of any Hazardous Substance (including without limitation tailings, waste rock, sediment from erosion, wastewater and surface water run-off) from the Business or the Mineral Rights and the Borrower has not settled any allegation of non-compliance with Environmental Laws prior to prosecution.

(iv)

To the knowledge of the Borrower, there are no pending or proposed changes to Environmental Laws that would render illegal or materially restrict, the Business.

(m)

Taxes and Filings. All Taxes due and payable by the Borrower, have been paid except where the failure to pay such Taxes would not reasonably be expected to result in a Material Adverse Change. All Tax Returns, declarations, remittances and filings required to be filed by the Borrower have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings did not contain a misrepresentation as at the respective dates thereof except where the failure to file such documents or such misrepresentation would not reasonably be expected to have a Material Adverse Change. To the knowledge of the Borrower, no examination of any Tax Return of the Borrower is currently in progress and there are no issues or disputes outstanding with or threatened by any Governmental Authority respecting any Taxes that have been paid, or may be payable, by the Borrower.

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(n)

Compliance with Contracts. Except for matters that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, (i) the Borrower is not and, to the knowledge of the Borrower, no third party is in breach or default of any contract, instrument or other agreement to which it is a party and (ii) no event has occurred which, with notice or lapse of time or both, would constitute such a default or breach.

(o)

Compliance with Applicable Laws, Licenses and Authorization. The Borrower (i) has conducted and is conducting its Business in compliance in all material respects with all Applicable Laws of each jurisdiction in which it carries on business and (ii) possesses or will possess all Authorizations necessary to carry on its Business as currently conducted and the Borrower expects any additional Permits that are required to carry out its planned business activities, including without limitation the re-commencement of exploration activities at the Project, to be obtained, except where the failure to possess or obtain such Permits would not reasonably be expected to result in a Material Adverse Change. The Borrower is in compliance in all material respects with the terms and conditions of all such Authorizations and the Borrower has not received any notice of the material modification, revocation or cancellation of, or any intention to materially modify, revoke or cancel or any proceeding relating to the modification, revocation or cancellation of any such Authorization.

(p)

Insolvency. The Borrower has not admitted in writing that it is, or has been declared to be, insolvent or unable to pay its debts as they become due. The Borrower has not committed an act of bankruptcy or sought protection from its creditors before any court or pursuant to any legislation, proposed a compromise or arrangement to its creditors generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to be declared bankrupt or wound up, taken any proceeding to have a receiver appointed over any of its assets, had any Person holding any Encumbrance, charge, hypothec, pledge, mortgage, title retention agreement or other security interest or receiver take possession of any of its Property, had an execution or distress become enforceable or levied upon any portion of its Property or had any petition for a receiving order in bankruptcy filed against it.

(q)

Insurance. The assets, Business and operations of the Borrower are insured against loss or damage with financially sound and reputable insurers on a basis consistent with insurance obtained by reasonably prudent participants in a comparable business in comparable circumstances and such coverage is in full force and effect and all premiums in respect thereof that are due and payable have been paid.

(r)

Material Contracts. Each of the Material Contracts is in full force and effect. The Borrower is not in default under or in breach of any term or condition of any Material Contract to which it is a party that would result in, either individually or in the aggregate, a Material Adverse Change, nor is the Borrower aware of any default under or breach of any term or condition of any Material Contract by any other party thereto that would result in a Material Adverse Change.

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3.4

Reliance and Survival of Representations and Warranties of the Borrower.

The representations and warranties of the Borrower contained in this Agreement and in all certificates delivered pursuant to or contemplated by this Agreement will survive the execution of this Agreement. Each representation and warranty will be deemed to repeat on the date of each Advance hereunder. The Borrower acknowledges that the representations, warranties, covenants and acknowledgements contained in this Agreement are made by the Borrower with the intent that they may be relied upon by the Lender and its legal counsel. The Borrower covenants with the Lender that such representations, warranties, covenants and acknowledgements will be true at the time of execution of this Agreement, and at the time of each Advance.

ARTICLE FOUR
COVENANTS AND REPRESENTATIONS OF THE LENDER

4.1

General Representations, Warranties, Covenants and Acknowledgements of the Lender.

The Lender acknowledges, represents and warrants to, and covenants with the Borrower that:

(a)

The Lender has been duly incorporated and validly exists under the Applicable Laws of its jurisdiction of incorporation or continuance and this Agreement has been duly authorized by all necessary corporate action and constitutes a legal and binding agreement of the Lender;

(b)

This Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Lender except that the enforceability of this Agreement may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium and similar Applicable Laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and will not violate or conflict with the terms of any restriction, agreement or undertaking to which the Lender is a party;

(c)

The entering into of this Agreement and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any Applicable Law, or the constating documents of, the Lender or of any agreement, written or oral, to which the Lender may be a party or by which it is or may be bound or the termination of any such agreement; and

(d)

The Borrower’s legal counsel is acting solely for the Borrower in connection with this Agreement. The Lender is solely responsible for obtaining such tax, investment and legal advice from its own advisors as it considers appropriate in connection with the execution, delivery and performance by it of this Agreement and the transactions contemplated hereunder.

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4.2

Reliance Upon Representations, Warranties, Covenants and Acknowledgements of the Lender.

The Lender acknowledges that the representations, warranties, covenants and acknowledgements contained in this Agreement are made by the Lender with the intent that they may be relied upon by the Borrower and its legal counsel.

ARTICLE FIVE
CONDITIONS PRECEDENT TO EACH ADVANCE UNDER THE LOAN

5.1

Conditions Precedent to Advance.

The Lender’s obligation to make any Advance is subject to the following conditions precedent having been met to the Lender’s sole satisfaction or waived by the Lender in writing at the time of that Advance, namely:

(a)

the Lender shall have received, in each case duly executed and delivered and in form and substance satisfactory to the Lender, (i) this Agreement and (ii) each other Transaction Document;

(b)

all required recordings, filings and registrations shall have been made which, in the reasonable opinion of the Lender or its counsel, are desirable or required to make effective the Security Interest in favour of the Lender created or intended to be created by the Security Agreements and to ensure the perfection and priority of the Security Interest;

(c)

the Lender shall have received and be satisfied with the results of all personal property, real property, pending litigation, judgment, bankruptcy, bulk sale, execution and other searches conducted by the Lender and its counsel with respect to the Borrower in all jurisdictions selected by the Lender, including, but not limited to, an updated title opinion on the Project real property and Mineral Rights; and

(d)

the Lender shall have received such other documents, information and deliveries as may be reasonably required by the Lender.

ARTICLE SIX
ISSUANCE OF WARRANTS

6.1

Warrants.

On the date of the Advance, provided the representations and warranties of the Lender are true and correct on such date, the Borrower shall cause the Corporation to issue 11,500,000 share purchase warrants (the “Warrants”) to the Lender and to deliver a certificate representing the Warrants, substantially in the form attached hereto as Exhibit A. Each warrant shall entitle the Lender to purchase one Share at a price of CDN$0.10 per share for a period of 3 years from the date of issuance of the Warrants. The issuance of Warrants and any Shares issued upon the due exercise of any Warrants shall not constitute security for or payment of the Loan.

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6.2

Representations, Warranties, Covenants and Acknowledgements of the Lender.

The Lender acknowledges, represents and warrants to, and covenants with the Borrower that:

(a)

No agency, Governmental Authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor has any such agency, Governmental Authority, regulatory body, stock exchange or other entity made any recommendation or endorsement with respect to the Securities;

(b)

It is intended that the distribution of the Securities be exempt from the registration and prospectus filing requirements under Applicable Securities Laws of Canada and, therefore, the Lender must satisfy the criteria for reliance by the Corporation on such exemption. The Lender acknowledges and agrees that as a consequence of acquiring the Securities pursuant to such an exemption, certain protections, rights and remedies provided by such Applicable Securities Laws, including statutory rights of rescission or damages, will not be available to the Lender;

(c)

The Lender has not been created and is not being used primarily to permit the acquisition of the Securities without a prospectus in reliance on an exemption from the prospectus requirements of Applicable Securities Laws or other Applicable Laws;

(d)

No prospectus or offering memorandum within the meaning of Applicable Securities Laws has been delivered to or summarized for or seen by the Lender in connection with the issuance of the Warrants and the Securities, and the Lender is not aware of any such prospectus or offering memorandum having been prepared by the Corporation for such purpose;

(e)

The Lender is an Accredited Investor by virtue of being a Person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are Persons that are Accredited Investors;

(f)

No Person has made to the Lender any written or oral representations:

(i)

that any Person will resell or repurchase the Securities;

(ii)

as to the future price or value of any of the Securities;

(g)

The Lender has no contract, undertaking, agreement or arrangement with any Person to sell, transfer or pledge to such Person, or anyone else, the Securities or any part thereof, or any interest therein other than a pro rata in-kind distribution of Securities by the Lender to its members, and has no present plans to enter into any such contract, undertaking, agreement or arrangement;

(h)

The Lender is resident in the State of Wyoming, in the United States of America, and:

(i)

is a U.S. Accredited Investor by virtue of being an entity in which all of the equity owners are U.S. Accredited Investors and shall be a U.S. Accredited Investor on the date of the Advance;

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(ii)

acknowledges that it is acquiring the Securities as an investment for its own account and not for the benefit of any other Person and not with a view to any resale, distribution or other disposition of all or any of the Securities in violation of U.S. federal or state Applicable Securities Laws;

(iii)

understands and acknowledges that the Securities have not been registered under the U.S. Securities Act or any state securities laws and that the distribution of the Securities contemplated hereby is being made solely to the Lender, as a U.S. Accredited Investor in a transaction not requiring registration under the U.S. Securities Act; accordingly the Securities are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act;

(iv)

acknowledges that the Corporation has not registered the issuance of any of the Securities under the U.S. Securities Act, and that there are substantial restrictions on the transferability of, including without limitation those set out in Section 0 hereof, and that it may not readily be possible for the Lender to liquidate, its investment in the Securities; and

(v)

acknowledges and confirms that the acquisition of the Warrants has not been made through or as a result of any general solicitation or general advertising (as such terms are defined in Rule 502(c) of Regulation D);

(i)

Hedging transactions involving the Securities may not be conducted unless such transactions are in compliance with the provisions of the U.S. Securities Act and in each case only in accordance with Applicable Securities Laws;

(j)

To the best of the Lender’s knowledge none of the funds advanced (i) have been or will be derived from or related to any activity that is deemed criminal under the Applicable Laws the United States of America or any other jurisdiction, or (ii) are being tendered on behalf of a Person or entity who has not been identified to the Lender. The Lender will promptly notify the Borrower if the Lender discovers that any of such representations ceases to be true, and will provide the Borrower with appropriate information in connection therewith;

(k)

The Lender acknowledges and consents to the fact that the Corporation is collecting the Lender’s personal information for the purpose of fulfilling this Agreement. The Lender agrees that such personal information may be disclosed by the Corporation to (a) stock exchanges or securities regulatory authorities, (b) the Corporation’s registrar and transfer agent, (c) Canadian and U.S. tax authorities, (d) authorities pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 and (e) any of the other parties involved in the issuance of any of the Securities, including the Corporation’s legal counsel, and may be included in record books in connection with the issuance of the Securities. By executing this Agreement, the Lender is deemed to be consenting to the foregoing collection, use and disclosure of the Lender’s personal information and to the retention of such personal information for as long as permitted or required by Applicable Law or business practice.

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Notwithstanding that the Lender may be acquiring the Securities as trustee or agent on behalf of an undisclosed principal, the Lender agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Corporation in order to comply with the foregoing;

(l)

If required by Applicable Securities Laws or other Applicable Laws the Lender will execute, deliver, file and otherwise assist the Corporation in filing such reports, undertakings and other documents with respect to the issuance of the Securities as may be required;

(m)

The Lender is solely responsible for any lost certificates representing the Securities issued with respect to this Agreement delivered to the address set forth in Section 0 hereof, and all costs relating to any future permitted removal of any legends affixed to the certificates representing the Securities issued pursuant to this Agreement; and

(n)

In issuing the Warrants, the Corporation is relying upon the representations, warranties, covenants and acknowledgements of the Lender set out herein. The Lender hereby agrees to notify the Corporation immediately of any change in any representation, warranty, covenant, acknowledgement or other information relating to the Lender contained in this Agreement that takes place prior to the date of the Advance.

6.3

Representations, Warranties, and Covenants of the Borrower.

The Borrower represents and warrants to, and covenants with the Lender that:

(a)

The Warrants have been or will be prior to their date of issuance duly created and authorized for issuance and, when issued and delivered by the Corporation, will be validly issued.

(b)

For so long as the Warrants remain outstanding, the Borrower will cause the Corporation to reserve and keep available a sufficient number of Warrant Shares to satisfy its obligations under the Warrants.

(c)

The Warrant Shares have been or will be prior to their date of issuance duly reserved and authorized for issuance and, upon receipt by the Corporation of the exercise price for the Warrants in full in accordance with the terms thereof, will be validly issued as fully paid and non-assessable shares in the capital stock of the Corporation, free and clear of any and all Encumbrances.

(d)

The Borrower will cause the Corporation, for a period of three years from the date of issuance of the Warrants, to use reasonable commercial efforts to ensure that all Shares outstanding or issuable from time to time (including without limitation the Warrant Shares) continue to be or are listed and posted for trading on the CSE (or such other Canadian stock exchange acceptable to the Corporation), provided that this clause shall not be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Shares ceasing to be listed and posted for trading on the CSE, so long as the holders of Shares receive securities of an entity which is listed on a stock exchange in Canada, or

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cash, or the holders of the Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the CSE.

(e)

The Borrower will cause the Corporation to use its reasonable commercial efforts to maintain its status as a reporting issuer in the Reporting Jurisdictions and under the U.S. Exchange Act and make all requisite filings under Applicable Securities Laws including those necessary to remain a reporting issuer not in default in each of the provinces and other jurisdictions where it is or becomes a reporting issuer.

6.4

Restrictions on Transfer.

(a)

The Securities are subject to resale restrictions under Applicable Securities Laws and the Lender will comply with all Applicable Laws concerning any resale of the Securities and the Lender will consult with its legal advisors with respect to complying with any restrictions applying to such resale.

(b)

The Lender consents to the Corporation making a notation on its records or giving instructions to any registrar or transfer agent of the Corporation in order to implement the restrictions on transfer set forth and described in this Agreement, and the Corporation will refuse to register any transfer of the Securities not made in accordance with Regulation S, pursuant to an effective registration statement under the U.S. Securities Act or pursuant to an exemption from the registration requirements of the U.S. Securities Act and in accordance with Applicable Securities Laws of the applicable state.

(c)

Upon the issuance thereof, and until such time as the same is no longer required under Applicable Securities Laws, any certificates representing the Securities, and all securities issued in exchange therefor or in substitution thereof, will bear legends in substantially the following form:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE ●, 2019.”

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES (1) THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY, EXCEPT (A) TO RISE GOLD CORP. (THE “ISSUER”); (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT) THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH RULE 144A (IF AVAILABLE); (D) OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT; OR (E) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (2) THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY, FURNISH TO THE ISSUER AND/OR

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TRANSFER AGENT FOR THIS SECURITY, AS APPLICABLE, SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS.”

(d)

The Lender will only offer, sell or otherwise transfer the Securities pursuant to an effective registration statement under the U.S. Securities Act or pursuant to an exemption from the registration requirements imposed by the U.S. Securities Act and in compliance with state Applicable Securities Laws (and, in each case where there is no effective registration statement, only if an opinion of counsel of recognized standing reasonably satisfactory to the Corporation or other certifications reasonably satisfactory to the Corporation, have been provided to the Corporation to that effect).

(e)

The Lender has no intention to, and will not, distribute (either directly or indirectly) any of the Securities in the United States, except in compliance with the U.S. Securities Act and the Applicable Securities Laws of all applicable states of the United States or if an exemption from such requirements is available.

ARTICLE SEVEN
EVENTS OF DEFAULT

7.1

Events of Default.

The occurrence of any one or more of the following events or conditions shall constitute an “Event of Default” under this Agreement:

(a)

the Borrower fails to pay any principal amount owing under this Agreement or any other Transaction Document when due or any interest, fee or other amount payable hereunder or such other Transaction Document when due and payable;

(b)

any material representation, warranty, certification or other statement of fact made or deemed made by or on behalf of the Borrower herein or in any other Transaction Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder or in any certificate, document, report, financial statement or other document furnished by or on behalf of the Borrower under or in connection with this Agreement or any other Transaction Document, proves to have been false or misleading in any material respect on or as of the date made or deemed made;

(c)

the Borrower fails to perform or observe any material covenant, term, condition or agreement contained in this Agreement or fails to perform or observe any other material covenant, term, condition or agreement contained in any other Transaction Document;

(d)

any event or condition occurs that results in any indebtedness of the Borrower becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder of such indebtedness or any trustee or agent on the holder’s behalf, to cause any such indebtedness to become due, or to require

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the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity;

(e)

the Borrower fails to perform or observe any material covenant, term, condition or agreement under any Material Contract to which it is a party;

(f)

the Borrower shall commence a voluntary case or other proceeding seeking a stay, liquidation, reorganization, compromise, arrangement or other relief with respect to the Borrower or its debts under any bankruptcy, insolvency, arrangement or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Borrower or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due;

(g)

an involuntary case or other proceeding shall be commenced against the Borrower seeking a stay, liquidation, reorganization, compromise, arrangement or other relief with respect to the Borrower or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Borrower or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 30 consecutive days;

(h)

if any proceedings are taken to enforce any Encumbrance affecting the assets of the Borrower or if a distress or any similar process be levied or enforced against such assets and such proceedings are not dismissed or stayed within 30 days after the commencement thereof;

(i)

if a writ, execution, attachment or similar process is issued or levied against all or any portion of the property of the Borrower in connection with any judgment against it in an aggregate amount of at least $25,000 and such writ, execution, attachment or similar process is not released, bonded, satisfied, discharged, vacated or stayed within thirty days after its entry, commencement or levy;

(j)

if one or more encumbrancers, liens or landlords take possession of any part of the Property of the Borrower or attempt to enforce their security or other remedies against such Property and their claims remain unsatisfied for such period as would permit such Property to be sold thereunder and such Property which has been repossessed or is capable of being sold has an aggregate fair market value of at least $25,000;

(k)

this Agreement, any other Transaction Document or any material obligation or other material provision hereof or thereof at any time for any reason terminates or ceases to be in full force and effect and a legally valid, binding and enforceable obligation of the Borrower thereto, or is declared to be void or voidable or is repudiated by the Borrower, or the validity, legality or enforceability hereof or thereof is at any time contested by the Borrower, or the Borrower denies that it has any or any further liability or obligation

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hereunder or thereunder, or at any time it is unlawful for the Borrower to perform any of its material obligations hereunder or thereunder;

(l)

the Borrower shall abandon or suspend all or any material portion of its interest in the Project or surrender, cancel or release, or suffer any termination or cancellation of its licence, any of its material right or interest in the Project; and

(m)

any Governmental Authority:

(i)

condemns, nationalises, seizes or otherwise expropriates all or any material portion of the Project; or

(ii)

assumes custody or control of all or any material portion of the Project.

7.2

Rights of the Lender.

(a)

Upon the occurrence and during the continuance of an Event of Default, following written notice from the Lender, all Obligations shall become forthwith due and payable.

(b)

The Lender, without exonerating in whole or in part the Borrower, or forfeiting any rights hereunder may grant time, renewals, extensions, indulgences, releases and discharges to, may take securities from and give the same and any or all existing securities up to, may abstain from taking securities from or from perfecting securities of, may accept compositions from, and may otherwise deal with the Borrower and all other Persons and securities as the Lender may see fit.

(c)

Following the occurrence of an Event of Default, and for so long as such event shall persist, the Lender may exercise all rights and remedies at law and in equity, including but not limited to foreclosure (whether judicial or non judicial) upon the real and personal property of Borrower in accordance with Applicable Law and the Security Agreements.

(d)

Following the occurrence of an Event of Default, and for so long as such event shall persist, if the Borrower shall fail to perform any of its covenants or agreements in this Agreement or any other applicable Transaction Document, the Lender may (but shall have no obligation to) perform any or all such covenants or agreements in any manner deemed fit by the Lender without thereby waiving any rights to enforce the applicable Transaction Documents.

(e)

Nothing herein shall obligate the Lender to extend or amend any credit to the Borrower or to any other Person.

(f)

No failure to exercise and no delay in exercising, on the part of the Lender, any right, remedy, power or privilege hereunder or under the other Transaction Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

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ARTICLE EIGHT
GENERAL

8.1

Indemnities.

The Lender agrees to indemnify and hold harmless the Borrower and its directors, officers, employees, agents, advisors and legal counsel, and their respective Associates and Affiliates, from and against any and all loss, liability, claim, damage and expense whatsoever including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, administrative proceeding or investigation commenced or threatened or any claim whatsoever arising out of or based upon any representation or warranty of the Lender contained herein or in any document furnished by the Lender to the Borrower in connection herewith being untrue in any material respect or any breach or failure by the Lender to comply with any covenant, acknowledgement or agreement made by the Lender herein or in any document furnished by the Lender to the Borrower in connection herewith. The Borrower agrees to indemnify and hold harmless the Lender and its directors, officers, employees, agents, advisors and legal counsel, and their respective Associates and Affiliates, from and against any and all loss, liability, claim, damage and expense whatsoever including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, administrative proceeding or investigation commenced or threatened or any claim whatsoever arising out of or based upon any representation or warranty of the Borrower contained herein or in any document furnished by the Borrower to the Lender in connection herewith being untrue in any material respect or any breach or failure by the Borrower to comply with any covenant, acknowledgement or agreement made by the Borrower herein or in any document furnished by the Borrower to the Lender in connection herewith.

8.2

Waiver.

No act or omission by the Lender in any manner whatever shall extend to or be taken to affect any provision hereof or any subsequent breach or default or the rights resulting therefrom save only an express waiver in writing. No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provisions (whether or not similar), nor shall such waiver constitute a waiver or continuing waiver unless expressly provided in writing duly executed by the party to be bound thereby. A waiver of default shall not extend to, or be taken in any manner whatsoever to affect the rights of the Lender with respect to any subsequent default, whether similar or not. The Borrower waives every defence based upon any or all indulgences that may be granted to the Lender.

8.3

No Merger or Novation.

Neither the taking of any judgment nor the exercise of any power of seizure or sale shall operate to extinguish the liability of the Borrower to pay the moneys owing under the Transaction Documents nor shall the same operate as a merger of any covenant herein contained or of any other Obligation, nor shall the acceptance of any payment or security constitute or create any novation.

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8.4

Amalgamation.

The Borrower acknowledges that if it amalgamates with any other corporation or corporations (a) the term “Corporation” or “Borrower”, as applicable, and “Rise Group” where used herein shall extend to and include each of the amalgamating corporations and the amalgamated corporation, and (b) the term, “Obligations”, where used herein shall extend to and include the Obligations of each of the amalgamating corporations and the amalgamated corporation.

8.5

Lender May Remedy Default.

If the Borrower fails to do anything hereby required to be done by it, the Lender may, but shall not be obliged to, do all or any such things, and all sums thereby expended by the Lender shall be payable forthwith the Borrower, shall be secured by the Security Agreements and shall have the benefit of the lien created thereby, but no such performance by the Lender shall be deemed to relieve the Borrower from any default or Event of Default hereunder.

8.6

Notices.

All notices, requests, demands or other communications (collectively, “Notices”) by the terms hereof required or permitted to be given by one party hereto to the other parties hereto, or to any other Person shall be given by e-mail as the primary and required form of notice with return receipt confirmed and, as a supplemental form of notice only, in writing by personal delivery or by registered mail, postage prepaid, or by facsimile transmission or by electronic mail to such other party at:

(a)	to the Lender at:

	Eridanus Capital, LLC
	201 East 5th Street, Suite 1200
	Sheridan, WY 82801

	Attention:	Daniel Oliver Jr.
	Email:	doliver@myrmikan.com
	Fax No.:	307-222-1646

(b)	to the Borrower at:

	Rise Grass Valley Inc.
	333 Crown Point Circle, Ste 215
	Grass Valley, CA 95945

	Attention:	Benjamin W. Mossman
	Email:	ceo@risegoldcorp.com
	Fax No.:	604-428-1124

or at such other address as may be given by any party hereto to the other party hereto in writing from time to time. All such Notices shall be deemed to have been received when delivered or transmitted, or, if mailed, seventy-two (72) hours after 12:01 a.m. on the day following the day

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of the mailing thereof. If any Notice shall have been mailed and if regular mail service shall be interrupted by strikes or other irregularities, such Notice shall be deemed to have been received seventy-two (72) hours after 12:01 a.m. on the day following the resumption of normal mail service, provided that during the period that regular mail service shall be interrupted, all Notices shall be given by personal delivery, by facsimile transmission or by electronic mail.

8.7

Invalidity of any Provisions.

Any provision of this Agreement which is prohibited by the laws of any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition without invalidating the remaining terms and provisions hereof or thereof and no such invalidity shall affect the obligation of the Borrower to repay the Obligations. This Agreement and all its provisions shall enure to the benefit of the Lender, its successors and assigns and shall be binding upon the the Borrower, its successors and assigns. Presentment, notice of dishonour, protest and notice of protest hereof are hereby waived.

8.8

Amendments.

This Agreement may only be amended by written agreement signed by each of the parties hereto.

8.9

Entire Agreement.

This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all existing agreements between them concerning such subject matter.

8.10

Assignments.

The Borrower may not assign, transfer or deliver all or any part of its rights or obligations hereunder without the prior written consent of the Lender. The Lender may, without the Borrower’s consent, assign, transfer or deliver all or any part of its rights and obligations hereunder.

8.11

Further Assurances.

The Borrower shall, at the Borrower’s expense and upon request of the Lender, duly execute and deliver, or cause to be duly executed and delivered, to the Lender such further instruments and do and cause to be done such further acts as may be necessary or proper in the reasonable opinion of the Lender to carry out more effectively the provisions and purposes of this Agreement.

8.12

Payments without Deduction.

All payments to be made by the Borrower under this Agreement or any other Transaction Document (whether on account of principal, interest, fees, costs or any other amount) shall be made in United States dollars and shall be made in freely transferable, immediately available funds and without set-off, withholding or deduction of any kind whatsoever, except to the extent required by Applicable Law; provided that if the Borrower shall be required to deduct or

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withhold any Taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, the Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

[Signature page follows]

This Agreement has been executed by the parties.

RISE GRASS VALLEY INC.

By:
	Name:	Benjamin W. Mossman
	Title:	President and Chief Executive Officer

ERIDANUS CAPITAL, LLC

By its Manager:

Myrmikan Capital, LLC
a Delaware limited liability company

By:
	Name:	Daniel Oliver Jr.
	Title:	Manager

[Signature Page to Agreement]

EXHIBIT A
FORM OF WARRANT CERTIFICATE

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY, OR ANY SECURITIES THAT ARE ISSUABLE UPON ITS EXERCISE, BEFORE ●, 2019.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES (1) THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY, EXCEPT (A) TO RISE GOLD CORP. (THE “ISSUER”); (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT) THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH RULE 144A (IF AVAILABLE); (D) OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT; OR (E) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (2) THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY, FURNISH TO THE ISSUER AND/OR TRANSFER AGENT FOR THIS SECURITY, AS APPLICABLE, SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS.

WARRANT CERTIFICATE

RISE GOLD CORP.
(incorporated under the laws of the State of Nevada)

Certificate No. ●	Warrants to Purchase ● Shares of Common Stock

THIS IS TO CERTIFY THAT, for value received, ●, (the “Holder”) is entitled to purchase up to ● fully paid and non-assessable shares of the common stock (the “Warrant Shares”) of Rise Gold Corp. (the “Corporation”) at a price of $0.10 per Warrant Share at any time up to 5:00 PM (Vancouver time) on ●, 2022 (the “Expiry Time”), upon and subject to the terms and conditions contained in this warrant certificate (this “Warrant Certificate”).

The securities represented hereby will be void and of no value unless exercised prior to the Expiry Time.

The rights represented by this Warrant Certificate may only be exercised by the Holder, in whole or in part (but not as to any fractional Warrant Shares), by:

(a)

duly completing, in the manner indicated, and executing the exercise form attached as Schedule “A” hereto (the “Exercise Form”); and

(b)

surrendering this Warrant Certificate to the Corporation during normal business hours at Suite 650 – 669 Howe Street, Vancouver, British Columbia, V6C 0B4, Attention: Chief Financial Officer, together with cash, a certified cheque, bank draft or money order payable to or to the order of the Corporation, or evidence of a wire transfer sent to a bank account designated in writing by the Corporation, in the amount of the aggregate Exercise Price for the number of Warrant Shares subscribed.

Upon the exercise of the rights represented by this Warrant Certificate and payment of such aggregate Exercise Price in accordance with the terms hereof, the Warrant Shares for which the Holder has subscribed shall be deemed to have been issued and the Holder shall be deemed to have become the holder of record of the applicable number of Warrant Shares on the date of such exercise and payment.

In the event of any exercise of the Warrants represented by this Warrant Certificate, certificates representing the Warrant Shares so purchased shall be delivered to the Holder within a reasonable time, not exceeding five business days after such exercise and, unless this Warrant Certificate has expired, a new warrant certificate representing the number of Warrants, if any, with respect to which this Warrant Certificate has not then been exercised, shall also be issued and delivered to the Holder within such time.

Subject to applicable securities laws, the Warrants are transferable and the term “Holder” shall mean and include any successor, transferee or assignee of the current or any future Holder. The Warrants may be transferred by the Holder (a) completing and delivering to the Corporation the form of transfer attached hereto as Schedule “B” and (b) delivering to the Corporation an opinion of counsel reasonably satisfactory to the Corporation, or other certification reasonably satisfactory to the Corporation, confirming that the transfer is being made in compliance with an available exemption from the registration requirements of the U.S. Securities Act and applicable state laws unless such transfer is the result of a pro rata in-kind distribution by the Lender to its members.

The Corporation covenants to the Holder that, for so long as any securities represented by this Warrant Certificate remain outstanding:

(a)

it will reserve and keep available a sufficient number of shares of common stock (each, a “Share”) for the purpose of enabling it to satisfy its obligations to issue any Warrant Shares upon the exercise of any Warrant represented hereby;

(b)

it will cause the Warrant Shares from time to time acquired pursuant to the exercise of any Warrants represented hereby to be duly issued and delivered in accordance with this Warrant Certificate and the terms hereof;

(c)

all Warrant Shares which shall be issued upon the exercise of the Warrants represented hereby shall be fully paid and non-assessable;

(d)

it will use reasonable commercial efforts to maintain its existence and carry on its business in the ordinary course;

(e)

it will use reasonable commercial efforts to ensure that all Shares outstanding or issuable from time to time (including, without limitation, the Warrant Shares issuable upon the exercise hereof) continue to be or are listed and posted for trading on the Canadian Securities Exchange (the “Exchange”) (or such other Canadian stock exchange acceptable to the Corporation), provided that this clause shall not be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Shares ceasing to be listed and posted for trading on the Exchange, so long as the holders of Shares receive securities of an entity which is listed on a stock exchange in Canada, or cash, or the holders of Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the Exchange; and

(f)

it will make all requisite filings under Canadian and U.S. federal and state applicable securities laws including those necessary to remain a reporting issuer not in default in the United States and each of the Canadian provinces and other Canadian jurisdictions where it is or becomes a reporting issuer.

The Corporation represents and warrants to the Holder that the Corporation is duly authorized and has all corporate and lawful power and authority to issue and create, as applicable, the Warrants represented hereby and the Warrant Shares issuable upon the exercise thereof, to execute and deliver this Warrant Certificate and to perform its obligations hereunder and that this Warrant Certificate represents a valid, legal and binding obligation of the Corporation enforceable in accordance with its terms.

IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be duly executed as of ●, 2019.

RISE GOLD CORP.

Per:
	Authorized Signatory

TERMS AND CONDITIONS

In the event of any alteration of the Shares, including any subdivision, consolidation, rights offering, reclassification or payment of any stock dividends, or in the event of any form of reorganization of the Corporation, including any amalgamation, merger or arrangement (collectively, a “Reorganization”), an adjustment will be made to the terms of the securities represented by this Warrant Certificate (including without limitation, the Exercise Price) such that the Holder, upon the exercise of any such securities following the completion of the Reorganization, will be entitled to receive the same number and kind of securities that it would have been entitled to receive as a result of the Reorganization had it exercised such securities immediately prior to the Reorganization.

The Corporation will not effect any Reorganization which could result in a successor to the Corporation unless prior to or simultaneously with the consummation thereof, the entity succeeding the Corporation acknowledges in writing that it is bound by and will comply with the provisions set forth in this Warrant Certificate.

If, at any time:

(a)

the Corporation pays any dividend payable in stock or other securities upon the Shares or makes any distribution to the holders of the Shares;

(b)

the Corporation offers for subscription pro rata to the holders of the Shares any additional shares of stock or other securities of any class or other rights;

(c)

there is a voluntary or involuntary dissolution, liquidation or winding-up of the Corporation; or

(d)

the Corporation effects any Reorganization;

written notice prior to the earlier of (i) the date on which the books of the Corporation will close; and (ii) a record will be taken for (A) such dividend, distribution or offer of subscription rights; or (B) determining rights to vote with respect to such dissolution, liquidation or winding-up or Reorganization and, in the case of such dissolution, liquidation or winding-up or Reorganization, at least 14 days’ prior written notice of the date when the same will take place. Such written notice will also specify, in the case of any dividend, distribution or offer of subscription rights, the date on which the holders of the Shares will be entitled thereto, and such notice will also specify the date on which the holders of the Shares will be entitled to exchange the Shares for securities or other property deliverable upon any dissolution, liquidation or winding-up or Reorganization, as the case may be.

In accordance with this Warrant Certificate, and in addition to the adjustments set out in Section 1, the Corporation will make any adjustments it considers necessary and equitable, acting in good faith, in the event of any reorganization, transaction, change or alteration to the Shares to ensure that, directly or indirectly, no such reorganization,

transaction, change or alteration in any way limits or restricts the number of Shares which may ultimately be acquired by the Holder pursuant to the exercise of this Warrant Certificate. If at any time a dispute arises with respect to any adjustments provided for herein, such dispute will be conclusively determined by the auditors of the Corporation or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by the directors of the Corporation and any such determination, absent manifest error, will be binding upon the Corporation, the Holder and stockholders of the Corporation. The Corporation will provide such auditors or accountants with access to all necessary records of the Corporation and fees payable to such accountants or auditors will be paid by the Corporation.

To the extent that this Warrant Certificate confers the right to purchase a fraction of a Warrant Share, such right may be exercised in respect of such fraction only in combination with one or more Warrants which in the aggregate entitle the Holder to subscribe for and purchase a whole number of Warrant Shares. The Corporation will not issue any fractional Shares or provide consideration lieu thereof.

The Holder may, at any time prior to the Expiry Time, upon the surrender of this Warrant Certificate to the Corporation and upon the payment of such applicable charges as may be required by the Corporation from time to time, exchange this Warrant Certificate for another warrant certificate entitling the Holder to subscribe for and purchase the same number of Warrant Shares as are purchasable under this Warrant Certificate at the time of such exchange.

This Warrant Certificate shall not entitle the Holder to any rights as a stockholder of the Corporation, including voting rights.

Any notice to be given hereunder to the Holder shall be given in writing and either sent by electronic transmission, delivered, or mailed by prepaid post to the Holder at the address indicated on the first page of this Warrant Certificate, or at such other address as the Holder may designate to the Corporation by written notice. If such notice is sent by electronic transmission or is delivered, it shall be deemed to have been given at the time of sending or delivery; if such notice is sent by mail, it shall be deemed to have been given 72 hours following the date of mailing. In the event of a mail strike or disruption in postal service at or prior to the time a notice is deemed to have been received by mail, such notice shall be delivered or sent by electronic transmission.

This Warrant Certificate shall be governed by and construed in accordance with the laws of the Province of British Columbia, without reference to its rules governing the choice or conflict of laws. The Parties hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of British Columbia, sitting in the city of Vancouver, with respect to any dispute to or arising out of this Warrant Certificate.

10.

All references to currency in this Warrant Certificate are to Canadian dollars.

11.

Time shall be of the essence hereof.

SCHEDULE “A”

EXERCISE FORM

TO:	Rise Gold Corp.
	Suite 650 – 669 Howe Street
	Vancouver, BC V6C 0B4
	Attention: Chief Financial Officer

The undersigned hereby exercises the right provided for in the Warrant Certificate to which this Exercise Form is attached to purchase _______________ Warrant Shares according to the terms and conditions of such Warrant Certificate and herewith makes payment in the amount of CDN$_______________ as the purchase price in full for such Warrant Shares at a price of CDN$0.10 per Warrant Share or the adjusted dollar amount per Warrant Share at which the undersigned is entitled to purchase such Warrant Shares as provided in the Warrant Certificate.

The undersigned hereby directs that the Warrant Shares be issued and delivered as follows:

Name	Address	Number of Shares

The undersigned represents, warrants and certifies that at the time of exercise of the rights represented by the Warrant Certificate (CHECK one (only) of the following):

(1) The undersigned holder (i) is not in the United States, (ii) is not a U.S. person (“U.S. Person”), as defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), (iii) is not exercising the Warrants for the account or benefit of a U.S. Person or a person in the United States, (iv) did not execute or deliver this exercise form in the United States, and (v) delivery of the underlying shares will not be to an address in the United States; OR

(2) The undersigned holder (a) is the original U.S. purchaser of the Warrants, (b) is exercising the Warrants for its own account, and (c) is an “accredited investor” as defined in Rule 501(a) of Regulation D under the U.S. Securities Act at the time of exercise of the Warrants; OR

(3) If the undersigned holder is (i) a holder in the United States, (ii) a U.S. Person, (iii) a person exercising for the account or benefit of a U.S. Person or a person in the United States, (iv) executing or delivering this exercise form in the United States or (v) requesting delivery of the underlying shares in the United States, the undersigned holder has delivered to the Corporation and the Corporation’s transfer agent an opinion of counsel (which will not be sufficient unless it is in form and substance reasonably satisfactory to the Corporation) or other certifications reasonably satisfactory to the Corporation to the effect that the offer and sale of the Warrant Shares to be delivered upon exercise of the Warrants is exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.

It is understood that the Corporation and its transfer agent may require evidence to verify the foregoing representations.

Except as otherwise defined, capitalized terms used in this Exercise Form have the meanings ascribed thereto in the Warrant Certificate to which this Exercise Form is attached.


Signature

Name

Title (if applicable)

Date

SCHEDULE “B”
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto __________________ (name) (the “Transferee”), of __________________________________________________________ (residential address) _________________________ Warrants of Rise Gold Corp. (the “Corporation”) registered in the name of the undersigned on the records of the Corporation represented by the attached Warrant certificate, and irrevocably appoints the Secretary of the Corporation as the attorney of the undersigned to transfer the said securities on the books or register of transfer, with full power of substitution.

DATED the ___________ day of ________________________, 20__.


Signature Guaranteed		(Signature of Warrant holder, to be the same as appears on the face of this Warrant Certificate)


		(Print Name)


		(Print Address)

Instructions:

Signature of the Warrant holder must be the signature of the person appearing on the face of this Warrant Certificate.

If the Transfer Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Corporation.

Warrants shall only be transferable in accordance with applicable laws.

EXHIBIT B
DISCLOSURE SCHEDULE

The following references to section numbers refer to those under the heading “Definitions” in the Agreement.

Section 0 (Permitted Encumbrances).

The Internal Revenue Service has assessed a penalty against the Corporation of US$10,000 for every year that it did not file a tax return which span the years from 2007 until 2015. All filings have been made; however, as a result of failing to file returns when they were due, Rise has accrued US$90,000 in penalties with the IRS. The Corporation has received notice from the Department of the Treasury – Internal Revenue Service that there is a lien in favour of the United States on all property and right to property belonging to the Corporation for the amount of these taxes, and additional penalties, interest and costs that may accrue. On August 26, 2019 the Corporation made a payment of US$90,000 to the IRS. The Corporation will request a certificate of release of federal tax lien.

The following references to section numbers refer to those under the heading “Representations and Warranties of the Borrower” in the Agreement.

Section 3.3(h) (Ownership of Property).

Uniform Commercial Code searches in Nevada for the Rise Group dated August 26, 2019 show Meridian Jerritt Canyon Corp. (“Meridian”) as a current secured party of record. These registrations relate to the collateral agreement dated February 14, 2019 made among the Rise Group and Meridian securing obligations under a convertible debenture dated February 14, 2019 issued by the Corporation to Meridian. The obligations were satisfied upon the conversion of the convertible debenture in accordance with the terms of the debenture on March 1, 2019. The Borrower is seeking to have the registrations terminated.

Section 0 (Environmental).

There are historic mine waste rock and tailings on the Idaho Maryland Centennial Drive property. There is also a seep of mine water on Idaho Maryland road.

EXHIBIT C
WIRE INSTRUCTIONS FOR PAYMENTS BY THE BORROWER

Bank: JP Morgan Chase Bank
Account Name: Eridanus Capital, LLC
Routing Number: 021000021
Account Number: 526587370

Exhibit 10.12

EXECUTION VERSION

COLLATERAL AGREEMENT

made by

RISE GOLD CORP. and RISE GRASS VALLEY INC.

and

THE OTHER PLEDGORS FROM TIME TO TIME PARTY HERETO

in favor of

ERADINUS CAPITAL, LLC,
as Secured Party

Dated as of August 30, 2019

COLLATERAL AGREEMENT, (as amended, supplemented or otherwise modified from time to time, this “Agreement”) dated as of August 30, 2019, made by RISE GOLD CORP., a Nevada corporation (the “Parent Party”) and RISE GRASS VALLEY INC., a Nevada corporation, (the “Borrower”) in favor of ERIDANUS CAPITAL, LLC, a Wyoming limited liability company, as secured party (in such capacity, together with its successors and assigns, the “Secured Party).

W I T N E S S E T H:

WHEREAS, pursuant to a loan agreement dated August 30, 2019 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), the Secured Party has agreed to make an extension of credit to the Borrower upon the terms and subject to the conditions set forth therein;

WHEREAS, the Borrower is a member of an affiliated group of companies that includes the Parent Party (together with the Borrower, the “Pledgors”);

WHEREAS, the Borrower and the other Pledgor are engaged in related businesses, and the Pledgor will derive substantial direct and indirect benefit from the making of the extension of credit under the Loan Agreement; and

WHEREAS, it is a condition precedent to the obligation of the Secured Party to make its extension of credit to the Borrower under the Loan Agreement that the Pledgors shall have executed and delivered this Agreement to the Secured Party;

NOW, THEREFORE, in consideration of the premises and to induce the Secured Party to enter into the Loan Agreement and to induce the Secured Party to make its extension of credit to the Borrower thereunder and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, each Pledgor hereby agrees with the Secured Party, as follows:

SECTION 1

DEFINED TERMS

1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement, and the following terms which are defined in the Uniform Commercial Code in effect in the State of California on the date hereof are used herein as so defined: Accounts, Certificated Security, Chattel Paper, Commercial Tort Claim, Commodity Account, Deposit Account, Documents, Electronic Chattel Paper, Equipment, General Intangibles, Instruments, Inventory, Investment Property, Letter-of-Credit Rights, Proceeds, Promissory Note, Security, Securities Account and Supporting Obligations.

(b) The following terms shall have the following meanings:

“Agreement”: as defined in the preamble hereto.

“Borrower”: as defined in the preamble to this Agreement.

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“California UCC”: the Uniform Commercial Code as from time to time in effect in the State of California.

“Collateral”: as defined in Section 3.

”Collateral Account”: any collateral account established by the Secured Party as provided in Section 6.1 or 6.4.

“Copyright Licenses”: any written agreements providing for the grant by or to any Pledgor of any right under any Copyright, including, without limitation, any of the foregoing referred to in Schedule 5.

“Copyrights”: (i) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed in Schedule 5), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof.

“Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks and the Trademark Licenses, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Issuers”: the collective reference to each issuer of a Pledged Investment.

“Loan Agreement”: as defined in the recitals to this Agreement.

“Material Intellectual Property”: with respect to any Pledgor, at any time, Intellectual Property owned by or licensed to such Pledgor that is necessary or otherwise material to the conduct of the business of the Borrower and its subsidiaries, taken as a whole; and “Material Patents,” “Material Copyrights” and “Material Trademarks” mean all Patents, Copyrights and Trademarks, respectively, that meet the criteria described above.

“Obligations”: the collective reference to the unpaid principal of and interest under, in connection with or with respect to the Loan Agreement and the other Transaction Documents, the Obligations (as defined in the Loan Agreement) and all other obligations and liabilities of the Borrower or any Parent Party to the Secured Party, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Loan Agreement, this Agreement, the other Transaction Documents or any other document made, delivered or given in connection therewith, in each case whether on account of principal, interest (including, without limitation, interest accruing at the then applicable rate provided in the Loan Agreement after the maturity of the Principal Sum and interest accruing at the then applicable rate provided in the Loan Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), reimbursement obligations, guarantee obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Secured Party that are required to be paid by the Borrower or any Parent Party pursuant to the terms of any of the foregoing agreements).

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“Parent Parties”: the collective reference to each of the parents of the Borrower who are signatories hereto and any other entity that may become a party hereto as a Parent Party as provided herein.

“Patent Licenses”: any written agreements providing for the grant by or to any Pledgor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 5.

“Patents”: (i) all letters patent of the United States, any other country or any political subdivision thereof, and all reissues and extensions thereof, including, without limitation, any of the foregoing referred to in Schedule 5, (ii) all applications for letters patent of the United States and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule 5, and (iii) all rights to obtain any reissues or extensions of the foregoing.

“Pledged Debt”: all Promissory Notes and all debt Securities issued to or held by any Pledgor, including, without limitation, the Promissory Notes listed in Schedule 2.

“Pledged Investments”: the collective reference to the Pledged Debt and the Pledged Stock.

“Pledged Stock”: all the shares of common stock together with any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Shares of any Person that may be issued or granted to, or held by, any Pledgor while this Agreement is in effect including, without limitation, the Shares listed in Schedule 2.

“Pledgor”: as defined in the recitals to this Agreement.

“Receivable”: any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account).

“Secured Party”: as defined in the preamble to this Agreement.

“Securities Act”: the Securities Act of 1933, as amended.

“Termination Date”: means the date all Obligations have been paid in full.

“Trademark Licenses”: any written agreements providing for the grant by or to any Pledgor of any right to use any Trademark, including, without limitation, any of the foregoing referred to in Schedule 5.

“Trademarks”: (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, all registrations and recordings thereof, and all applications in connection therewith in the United States Patent and Trademark Office or in any similar office or agency of the United States, or any other country or any political subdivision thereof, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to in Schedule 5, and (ii) the right to obtain all renewals thereof.

“Vehicles”: all vehicles covered by a certificate of title law of any state of the United States.

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1.2 Other Definitional Provisions. (a) The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.

(b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Pledgor, shall refer to such Pledgor’s Collateral or the relevant part thereof.

(d) Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Transaction Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Transaction Document), (iii) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (iv) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

(e) Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Agreement.

SECTION 2

INTENTIONALLY OMITTED

SECTION 3

GRANT OF SECURITY INTEREST

Each Pledgor hereby pledges to the Secured Party, and hereby grants to the Secured Party a security interest in, all of the following property now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Pledgor’s Obligations:

(a) all Accounts;

(b) all Chattel Paper;

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(d) all Documents;

(e) all Equipment;

(f) all General Intangibles;

(g) all Instruments;

(h) all Inventory;

(i) all Investment Property;

(j) all Letter-of-Credit Rights;

(k) without limiting the generality of the foregoing, all Fixtures, all Intellectual Property, all Pledged Investments and all Receivables and all Vehicles;

(l) all books and records pertaining to the Collateral;

(m) all other personal property not otherwise described above; and

(n) to the extent not otherwise included, all Proceeds, and products of any and all of the foregoing and all Supporting Obligations with respect to any of the foregoing.

SECTION 4

REPRESENTATIONS AND WARRANTIES

To induce the Secured Party to enter into the Loan Agreement and to induce the Secured Party to make its extension of credit to the Borrower thereunder, the Borrower, as to itself and the other Pledgor, as to itself, hereby represents and warrants to the Secured Party that:

4.1 Basic Representations:

(a) Such Pledgor (w) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (x) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (y) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (z) is in compliance with all requirements of law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Change.

(b) Such Pledgor has the corporate power and authority, and the legal right, to make, deliver and perform the Transaction Documents to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of the Transaction Documents to which it is a party. No consent or authorization of, filing with, notice

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to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of the Transaction Documents to which such Pledgor is a party. This Agreement has been, and each other Transaction Document to which it is a party will be, duly executed and delivered on behalf of such Pledgor. This Agreement constitutes, and each other Transaction Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Pledgor enforceable against such Pledgor in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(c) The execution, delivery and performance of the Transaction Documents to which such Pledgor is a party will not violate any Applicable Law or contractual obligation of such Pledgor or of any of its subsidiaries and will not result in, or require, the creation or imposition of any Encumbrance on any of its or their respective properties or revenues pursuant to any such Applicable Law or contractual obligation (other than pursuant to this Agreement).

(d) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of such Pledgor, threatened by or against such Pledgor or any of its subsidiaries or against any of its or their respective properties or revenues (x) with respect to any of the Transaction Documents or any of the transactions contemplated hereby or thereby, or (y) which could reasonably be expected to have a Material Adverse Change.

4.2 Title; No Other Encumbrances. Except for the security interest granted to the Secured Party pursuant to this Agreement and the other Encumbrances permitted to exist on the Collateral by the Loan Agreement, such Pledgor owns each item of the Collateral free and clear of any and all Encumbrances or claims, options or rights of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Secured Party, pursuant to this Agreement.

4.3 Perfected First Priority Liens. California UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations containing a description of the Collateral have been prepared by the Secured Party based upon the information provided to the Secured Party by such Pledgor for filing in the office specified on Schedule 3 hereof. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, with the exception of the California UCC financing statements, have been or will be delivered to the Secured Party in completed and, where applicable, duly executed form) will constitute valid security interests in all of the Collateral in favor of the Secured Party, as collateral security for such Pledgor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Pledgor and any Persons purporting to purchase any Collateral from such Pledgor and (b) upon completion of such filings and other actions will be prior to all other Encumbrances on the Collateral.

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4.4 Jurisdiction of Organization; Location of Collateral. (a) On the date hereof, such Pledgor’s jurisdiction of organization, legal name, organizational identification number, if any, and the location of its chief executive office or sole place of business are specified on Schedule 4.

(b) On the date hereof, the material Inventory and the material Equipment (other than mobile goods and goods in transit) of such Pledgor are kept at the locations listed on Schedule 4.

(c) Schedule 4 also lists (i) all of such Pledgor’s jurisdictions of organization, legal names and locations of chief executive office or sole place of business for the four months preceding the date hereof, and (ii) the locations of such Pledgor’s material Inventory and the material Equipment (other than mobile goods and goods in transit) for the four months preceding the date hereof.

4.5 Pledged Investments. (a) Schedule 2 sets forth a complete and accurate list of all Pledged Stock and Pledged Debt held by such Pledgor as of the date hereof.

(b) The shares of Pledged Stock pledged by such Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Shares of each Issuer owned by such Pledgor. Such shares represent all of the outstanding shares of each such Issuer which is a subsidiary except as noted on such Schedule. All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable.

(c) Each issue of Pledged Debt constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(d) Such Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Investments pledged by it hereunder, free of any and all Encumbrances or options in favor of, or claims of, any other Person, except the security interest created by this Agreement.

4.6 Receivables. (a) No amount payable to such Pledgor under or in connection with any Receivable in excess of $50,000, individually or in the aggregate at any time outstanding, is evidenced by any Instrument or Chattel Paper which has not been delivered to the Secured Party.

(b) None of Receivables in the aggregate are owed to the Pledgors by obligors that are Governmental Authorities.

4.7 Intellectual Property. (a) Schedule 5 lists all applications for registration and registered Intellectual Property owned by such Pledgor in its own name on the date hereof.

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(b) On the date hereof, all Material Intellectual Property is valid, subsisting, unexpired and enforceable, has not been abandoned and does not, to the knowledge of such Pledgor, infringe the intellectual property rights of any other Person.

(c) No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of, or such Pledgor’s rights in, any Material Intellectual Property.

(d) No action or proceeding is pending, or, to the knowledge of such Pledgor, threatened, on the date hereof (i) seeking to limit, cancel or question the validity of any Material Intellectual Property or such Pledgor’s ownership interest therein, or (ii) which, if adversely determined, would have a material adverse effect on the value of any Material Intellectual Property.

4.8 Deposit Accounts; Securities Accounts; and Commodity Accounts. On the date hereof, such Pledgor does not have any Deposit Accounts, Commodity Accounts or Securities Accounts that are not listed on Schedule 6.

4.9 Commercial Tort Claims. On the date hereof, such Pledgor does not hold any Commercial Tort Claim which might reasonably result in awarded damages (less any and all legal and other expenses incurred or reasonably expected to be incurred by such Pledgor) in excess of $50,000.

4.10 Letter-of-Credit Rights. On the date hereof, such Pledgor is not the beneficiary under any letter of credit with a face amount in excess of $50,000 issued in favor of such Pledgor.

4.11 Material Collateral. Such Pledgor does not own, or have any other right or interest in, any asset or property included in the Collateral that cannot be perfected in the manner described in Section 4.3 (collectively, “Non-Perfected Assets”), except for Non-Perfected Assets which together with the Non-Perfected Assets of all other Pledgors in the aggregate are not material to the Borrower and its subsidiaries taken as a whole.

SECTION 5

COVENANTS

The Borrower, as to itself and each other Pledgor, and each other Pledgor, as to itself, covenants and agrees with the Secured Party that, from and after the date of this Agreement until the Termination Date:

5.1 General Covenants. Without the prior written consent of the Secured Party, unless expressly permitted by the Loan Agreement, such Pledgor will not (i) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral or any interest therein, (ii) create, incur or permit to exist any Encumbrance or option in favor of, or any claim of any Person with respect to, any of the Collateral or any interest therein or (iii) enter into any agreement or undertaking restricting the right or ability of such Pledgor or the Secured Party to sell, assign or transfer or vote any of the Collateral or any interest therein.

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5.2 Notices. Such Pledgor will advise the Secured Party promptly, in reasonable detail, of:

(a) any Encumbrance (other than security interests created hereby or Encumbrances permitted under the Loan Agreement) on any of the Collateral; and

(b) of the occurrence of any other event which could reasonably be expected to have a material adverse effect on the security interests created hereby.

5.3 Reserved.

5.4 Payment of Obligations. Such Pledgor will pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all taxes, assessments and governmental charges or levies imposed upon the Collateral or in respect of income or profits therefrom, as well as all claims of any kind (including, without limitation, claims for labor, materials and supplies) against or with respect to the Collateral, except that no such charge need be paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings, reserves in conformity with GAAP with respect thereto have been provided on the books of such Pledgor and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein.

5.5 Maintenance of Perfected Security Interest; Further Documentation. (a) Such Pledgor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever.

(b) Such Pledgor will furnish to the Secured Party from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Secured Party may reasonably request, all in reasonable detail.

(c) At any time and from time to time, upon the written request of the Secured Party, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Secured Party may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby.

5.6 Changes in Locations, Name, etc. Such Pledgor will not, except upon 30 days’ prior written notice to the Secured Party and delivery to the Secured Party of all additional financing statements and other documents reasonably requested by the Secured Party to maintain the validity, perfection and priority of the security interests provided for herein:

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(a) change its jurisdiction of organization or, in the case of any Pledgor that is not a registered organization (as defined in the California UCC) the location of its chief executive office or sole place of business from that referred to in Section 4.4 hereof;

(b) change its name, identity or corporate structure; or

(c) permit any Inventory or Equipment to be kept at a location other than those listed on Schedule 4, except for Inventory or Equipment in transit or Inventory and Equipment with an aggregate value at any time outstanding of less than $50,000.

5.7 Delivery of Instruments and Chattel Paper. All (i) Promissory Notes issued by any subsidiary and held by a Pledgor and (ii) if any amount payable under or in connection with any of the other Collateral in excess of $50,000, individually or in the aggregate at any time outstanding, shall be or become evidenced by any Instrument (other than checks received in the ordinary course of business) or Chattel Paper, such Instrument or Chattel Paper shall be immediately delivered to the Secured Party, duly indorsed in a manner satisfactory to the Secured Party, to be held as Collateral pursuant to this Agreement.

5.8 Pledged Investments; Securities Accounts; Deposit Accounts. (a) If any Pledged Investments now owned or hereafter acquired by any Pledgor are certificated Securities and (i) are issued by any Pledgor or any subsidiary of a Pledgor or (ii) issued by any other Person and not held in a Securities Account, such Pledgor shall immediately deliver the certificates evidencing the same to the Secured Party in the exact form received, duly indorsed by such Pledgor to the Secured Party, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor and with, if the Secured Party so requests, signature guaranteed, to be held by the Secured Party, subject to the terms hereof, as additional collateral security for such Pledgor’s Obligations.

(b) If any Pledged Investments now owned or hereafter acquired by any Pledgor are uncertificated Securities and, in either case, (i) are issued by any Pledgor or any subsidiary of a Pledgor or (ii) issued by any other Person and not held in a Securities Account, such Pledgor shall immediately notify the Secured Party thereof and, at the Secured Party’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (i) cause the Issuer to agree to comply with instructions from the Secured Party as to such securities, without further consent of any Pledgor, or (ii) arrange for the Secured Party to become the registered owner of the securities.

(c) If such Pledgor shall now or hereafter have rights in any Securities Account with any securities intermediary, such Pledgor shall immediately notify the Secured Party thereof and, if such Securities Account has a value in excess of $50,000, at the Secured Party’s request and option, pursuant to a control agreement in form and substance reasonably satisfactory to the Secured Party, use commercially reasonable efforts to cause such securities intermediary to agree to comply with entitlement orders or other instructions originated by the Secured Party to such securities intermediary as to the securities or other financial assets contained therein without consent from such Pledgor. Such Pledgor agrees not to allow the value of any of its Securities Accounts to exceed such amount unless such a control agreement is in effect with respect to such Securities Account.

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(d) If such Pledgor shall now or hereafter have rights in any Deposit Account maintained with any bank, such Pledgor shall immediately notify the Secured Party thereof and, if such Deposit Account contains funds in excess of $50,000, at the Secured Party’s request and option, pursuant to a control agreement in form and substance reasonably satisfactory to the Secured Party, cause such bank to agree to comply with instructions to such bank originated by the Secured Party directing the disposition of funds in such Deposit Account without consent from such Pledgor. Such Pledgor agrees not to allow the value of any of its Deposit Accounts to exceed such amount unless such a control agreement is in effect with respect to such Deposit Account.

(e) The Secured Party agrees with each of the Pledgors that the Secured Party shall not give any such entitlement orders, instructions or directions referred to in paragraph (b), (c) or (d) above to any Issuer, securities intermediary or bank, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any financial assets credited to a Securities Account for which the Secured Party is the securities intermediary or Deposit Account as to which the Secured Party is the bank.

(f) Except as provided in Section 6.3, such Pledgor shall be entitled to receive all cash dividends and distributions paid in respect of the Pledged Investments (except liquidating or distributing dividends). Any sums paid upon or in respect of the Pledged Investments upon the liquidation or dissolution of any Issuer shall be paid over to the Secured Party to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Investments or any property shall be distributed upon or with respect to the Pledged Investments pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Secured Party, be delivered to the Secured Party to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Investments shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Secured Party, hold such money or property in trust for the Lenders, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.

(g) In the case of each Pledgor that is also an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Investments issued by it and will comply with such terms insofar as such terms are applicable to it including, without limitation, complying with instructions from the Secured Party as to such Pledged Investments, without further consent of any Pledgor, (ii) it will notify the Secured Party promptly in writing of the occurrence of any of the events described in Section 5.8(a), (b) and (f) with respect to the Pledged Investments issued by it and (iii) the terms of Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.7 with respect to the Pledged Investments issued by it.

5.9 Receivables. (a) Other than in the ordinary course of business consistent with its past practice, such Pledgor will not (i) grant any extension of the time of payment of any Receivable, (ii) compromise or settle any Receivable for less than the full amount thereof, (iii)

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release, wholly or partially, any Person liable for the payment of any Receivable, (iv) allow any credit or discount whatsoever on any Receivable or (v) amend, supplement or modify any Receivable in any manner that could adversely affect the value thereof.

(b) Such Pledgor will deliver to the Secured Party a copy of each material demand, notice or document received by it that questions or calls into doubt the validity or enforceability of more than 5% of the aggregate amount of the then outstanding Receivables.

5.10 Intellectual Property. (a) Such Pledgor (either itself or through licensees) will (i) continue to use each Material Trademark on each and every trademark class of goods applicable to its current product or service lines in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable requirements of law, (iv) not adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Secured Party, shall obtain a perfected security interest in such mark pursuant to this Agreement, and (v) not do any act or knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any way.

(b) Such Pledgor (either itself or through licensees) will not do any act, or omit to do any act, whereby any Material Patent may become forfeited, abandoned or dedicated to the public.

(c) Such Pledgor (either itself or through licensees) (i) will employ each Material Copyright and (ii) will not do any act or knowingly omit to do any act whereby any material portion of the Copyrights may become invalidated or otherwise impaired or fall into the public domain.

(d) Such Pledgor (either itself or through licensees) will not do any act that knowingly infringes the intellectual property rights of any other Person.

(e) Such Pledgor will notify the Secured Party immediately if it knows, or has reason to know, that any application or registration relating to any Material Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or the United States Copyright Office) regarding such Pledgor’s ownership of, or the validity of, any Material Intellectual Property or such Pledgor’s right to register the same or to own and maintain the same.

(f) Whenever such Pledgor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Intellectual Property with the United States Patent and Trademark Office or the United States Copyright Office, such Pledgor shall report such filing to the Secured Party within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Secured Party, such Pledgor shall execute and deliver, and have recorded, any and all agreements, instruments, documents,

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and papers as the Secured Party may request to evidence the Secured Party’s security interest in any Intellectual Property.

(g) Such Pledgor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the Material Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.

(h) In the event that any Material Intellectual Property is infringed, misappropriated or diluted by a third party, such Pledgor shall (i) take such actions as such Pledgor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) if such Intellectual Property is of material economic value, promptly notify the Secured Party after it learns thereof and, after taking reasonable and customary measures to stop such infringement, sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution.

5.11 Electronic Chattel Paper and Transferable Records. If any Pledgor at any time holds or acquires an interest in any Electronic Chattel Paper or any “transferable record,” as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Pledgor shall promptly notify the Secured Party thereof and, at the request of the Secured Party, shall take such action as the Secured Party may reasonably request to vest in the Secured Party control under California UCC Section 9-105 of such Electronic Chattel Paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Secured Party agrees with such Pledgor that the Secured Party will arrange, pursuant to procedures reasonably satisfactory to the Secured Party and so long as such procedures will not result in the Secured Party’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under California UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

5.12 Letter-of-Credit Rights. If any Pledgor is at any time a beneficiary under any letter of credit now or hereafter issued in favor of such Pledgor in amounts in the aggregate for all Pledgors in excess of $50,000, such Pledgor shall promptly notify the Secured Party thereof and such Pledgor shall, at the request of the Secured Party, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, use commercially reasonable efforts to either (i) arrange for the issuer and any confirmer of such letters of credit to consent to an assignment to the Secured Party of the proceeds of any drawing under such letters of credit or (ii) arrange for the Secured Party to become the transferee beneficiary of such letters of credit, with

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the Secured Party agreeing, in each case, that the proceeds of any drawing under such letters of credit are to be applied as provided in the Loan Agreement.

5.13 Commercial Tort Claims. If any Pledgor shall at any time hold or acquire any Commercial Tort Claim which might reasonably result in awarded damages (less any and all legal and other expenses incurred or reasonably expected to be incurred by such Pledgor) in excess of $50,000, such Pledgor shall promptly notify the Secured Party in writing signed by such Pledgor of the brief details thereof and grant to the Secured Party in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Secured Party.

5.14 Vehicles. Upon the reasonable request of the Secured Party, within 30 days after the date of such request and, with respect to any Vehicle acquired by such Pledgor subsequent to the date of any such request (until such request is withdrawn by the Secured Party), within 30 days after the date of acquisition thereof, such Pledgor shall file all applications for certificates of title or ownership indicating the Secured Party’s first priority security interest in the Vehicle covered by such certificate and any other necessary documentation, in each office in each jurisdiction that the Secured Party shall deem advisable to perfect its security interests in the Vehicles.

5.15 Notice of Creation or Acquisition of Additional Collateral. Borrower shall, within five Business Days of any request from the Secured Party, furnish the Secured Party with a report listing the following:

(a) any subsidiary formed or acquired by any Pledgor;

(b) any certificated Securities or uncertificated Securities not held in a Securities Account acquired by any Pledgor;

(d) any new location of Inventory or Equipment of any Pledgor;

(e) all Promissory Notes, Instruments or Chattel Paper received by any Pledgor with a value in excess of $100,000;

(f) any Securities Account, Commodities Account or Deposit Account opened by any Pledgor;

(g) all applications for and registration received by any Pledgor in respect of any Intellectual Property;

(h) any Letter of Credit Rights acquired by any Pledgor;

(i) any Commercial Tort Claims acquired by any Pledgor, and

(j) any Vehicles acquired by any Pledgor.

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5.16 Subordination. Each Pledgor hereby agrees that any indebtedness of any other Pledgor now or hereafter owing to such Pledgor, whether heretofore, now or hereafter created (the “Pledgor Subordinated Debt”), is hereby subordinated to all of the Obligations to the extent set forth in this Section. From and after such time as the Secured Party has given notice to the Pledgors that (i) a Default has occurred and continuing and (ii) that the Secured Party is exercising its rights under this Section (a “Notice of Actionable Default”) and prior to the withdrawal of all pending Notices of Actionable Default, the Pledgor Subordinated Debt shall not be paid in whole or in part until the Obligations have been paid in full and this Agreement is terminated and of no further force or effect. No Pledgor shall accept any payment of or on account of any Pledgor Subordinated Debt at any time in contravention of the foregoing or the Loan Agreement. From and after the delivery by the Secured Party of a Notice of Actionable Default and prior to the withdrawal of all pending Notices of Actionable Default, each Pledgor shall pay to the Secured Party any payment of all or any part of the Pledgor Subordinated Debt and any amount so paid to the Secured Party shall be applied to payment of the Obligations in such order as the Secured Party may elect. Each payment on the Pledgor Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Pledgor as trustee for the Secured Party and shall be paid over to the Secured Party immediately on account of the Obligations, but without otherwise affecting in any manner such Pledgor’s liability herein. Each Pledgor agrees to file all claims against any Pledgor in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Pledgor Subordinated Debt, and the Secured Party shall be entitled to all of such Pledgor’s rights thereunder. If for any reason a Pledgor fails to file such claim at least ten Business Days prior to the last date on which such claim should be filed, such Pledgor hereby irrevocably appoints the Secured Party as its true and lawful attorney-in-fact and is hereby authorized to act as attorney-in-fact in such Pledgor’s name to file such claim or, in the Secured Party’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Secured Party or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to the Secured Party the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Pledgor hereby assigns to the Secured Party all of such Pledgor’s rights to any payments or distributions to which such Pledgor otherwise would be entitled. If the amount so paid is greater than such Pledgor’s liability hereunder and under the other Transaction Documents, the Secured Party shall pay the excess amount to the party entitled thereto. In addition, each Pledgor hereby irrevocably appoints the Secured Party as its attorney in fact to exercise all of such Pledgor’s voting rights (other than in its capacity as a debtor or a debtor in possession) in connection with any bankruptcy proceeding or any plan for the reorganization of any Pledgor. Each Pledgor which is an obligor on any Pledgor Subordinated Debt hereby consents to the provisions of this section and agrees to be bound by them.

SECTION 6

REMEDIAL PROVISIONS

6.1 Certain Matters Relating to Receivables. (a) The Secured Party shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Pledgor shall furnish all such assistance and information as the Secured Party may reasonably require in connection with such test

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verifications. At any time and from time to time, upon the Secured Party’s request and at the expense of the relevant Pledgor, such Pledgor shall cause independent public accountants or others satisfactory to the Secured Party to furnish to the Secured Party reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables.

(b) The Secured Party hereby authorizes each Pledgor to collect such Pledgor’s Receivables, and the Secured Party may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Secured Party at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Pledgor, (i) shall be immediately (and, in any event, within two Business Days) deposited by such Pledgor in the exact form received, duly indorsed by such Pledgor to the Secured Party if required, in a Collateral Account maintained under the sole dominion and control of the Secured Party, subject to withdrawal by the Secured Party only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Pledgor in trust for the Secured Party, segregated from other funds of such Pledgor. Each such deposit of payments of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(c) After the occurrence and during the continuance of an Event of Default, at the Secured Party’s request, each Pledgor shall deliver to the Secured Party all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

6.2 Communications with Obligors; Pledgors Remain Liable. (a) The Secured Party in its own name or in the name of others may at any time after the occurrence and during the continuance of an Event of Default communicate with obligors under the Receivables to verify with them to the Secured Party’s satisfaction the existence, amount and terms of any Receivables.

(b) Upon the request of the Secured Party at any time after the occurrence and during the continuance of an Event of Default, each Pledgor shall notify obligors on the Receivables that the Receivables have been assigned to the Secured Party and that payments in respect thereof shall be made directly to the Secured Party.

(c) Anything herein to the contrary notwithstanding, each Pledgor shall remain liable under each of the Receivables and all other contracts included in the Collateral to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. The Secured Party shall not have any obligation or liability under any Receivable (or any agreement giving rise thereto) or other contracts by reason of or arising out of this Agreement or the receipt by the Secured Party of any payment relating thereto, nor shall the Secured Party be obligated in any manner to perform any of the obligations of any Pledgor under or pursuant to any Receivable (or any agreement giving rise thereto) or other contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

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6.3 Pledged Investments. (a) Unless an Event of Default shall have occurred and be continuing and the Secured Party shall have given notice to the relevant Pledgor of the Secured Party’s intent to exercise its rights pursuant to this Section 6.3(a), each Pledgor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all cash payments made in respect of the Pledged Debt, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Loan Agreement, and to exercise all voting and corporate or other rights with respect to the Pledged Investments; provided, however, that no vote shall be cast or corporate or other right exercised or other action taken which, in the Secured Party’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Loan Agreement, this Agreement or any other Transaction Document.

(b) If an Event of Default shall occur and be continuing and the Secured Party shall give notice of its intent to exercise its rights pursuant to this Section 6.3(b) to the relevant Pledgor or Pledgors, (i) the Secured Party shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Investments and make application thereof to the Obligations in such order as the Secured Party may determine, and/or (ii) any or all of the Pledged Investments may be registered in the name of the Secured Party or its nominee, and the Secured Party or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Investments at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Investments as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Investments upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Pledgor or the Secured Party of any right, privilege or option pertaining to such Pledged Investments, and in connection therewith, the right to deposit and deliver any and all of the Pledged Investments with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Secured Party may determine), all without liability except to account for property actually received by it, but the Secured Party shall have no duty to any Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. Each Pledgor hereby appoints the Secured Party, which appointment shall be exercisable only upon the occurrence and during the continuance of an Event of Default, such Pledgor’s true and lawful attorney-in-fact and grants to the Secured Party an IRREVOCABLE PROXY to exercise any action contemplated by the immediately preceding sentence in any manner the Secured Party reasonably deems advisable for or against all matters submitted or which may be taken by the shareholders. The power-of-attorney granted hereby is coupled with an interest and shall be irrevocable.

(c) Each Pledgor hereby authorizes and instructs each Issuer of any Pledged Investments pledged by such Pledgor hereunder to (i) comply with any instruction received by it from the Secured Party in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any

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dividends or other payments with respect to the Pledged Investments directly to the Secured Party.

6.4 Proceeds to be Turned Over to Secured Party. In addition to the rights of the Secured Party specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, upon request of the Secured Party, all Proceeds received by any Pledgor consisting of cash, checks and other near-cash items shall be held by such Pledgor in trust for the Secured Party, segregated from other funds of such Pledgor, and shall, immediately upon receipt by such Pledgor, be turned over to the Secured Party in the exact form received by such Pledgor (duly indorsed by such Pledgor to the Secured Party, if required). All Proceeds received by the Secured Party hereunder shall be held by the Secured Party in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Secured Party in a Collateral Account (or by such Pledgor in trust for the Secured Party) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof.

6.5 Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Secured Party, or, if an Event of Default shall have occurred and be continuing, at any time at the Secured Party’s election, the Secured Party may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, in payment of the Obligations in such order as the Secured Party may elect, and any part of such funds which the Secured Party elects not so to apply shall continue to be held as collateral security for the Obligations. Any balance of such Proceeds remaining after the Termination Date or after all Events of Default have been cured or waived shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

6.6 Code and Other Remedies. If an Event of Default shall occur and be continuing, the Secured Party, may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the California UCC or any other applicable law. Without limiting the generality of the foregoing, the Secured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Pledgor, which right or equity is hereby waived and released. Each Pledgor further agrees, at the Secured Party’s request, to assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at such Pledgor’s premises or elsewhere. The Secured Party shall apply the net proceeds of any action

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taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Party, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Secured Party may elect and only after such application and after the payment by the Secured Party of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) and (4) of the California UCC, need the Secured Party account for the surplus, if any, to any Pledgor. To the extent permitted by applicable law, each Pledgor waives all claims, damages and demands it may acquire against the Secured Party arising out of the exercise by it of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

6.7 Private Sale; Registration Rights. (a) If the Secured Party shall determine to exercise its right to sell any or all of the Pledged Investments pursuant to Section 6.6, and if in the opinion of the Secured Party it is necessary or advisable to have the Pledged Investments, or that portion thereof to be sold, registered under the provisions of the Securities Act or other Applicable Laws, the relevant Pledgor will, at any time and from time to time, upon the written request of the Secured Party, use its commercially reasonable efforts to take or to cause the Issuer of such Pledged Investments to take such action, and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Secured Party to permit the public sale of such Pledged Investments including, without limitation, to (i) execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all such agreements, instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Secured Party, necessary or advisable to register and sell the Pledged Investments, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its commercially reasonable efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Investments, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Secured Party, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto or in the opinion of any underwriters selected by Secured Party to effectuate such purchase. Each Pledgor further agrees to indemnify, defend and hold harmless the Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Secured Party of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the Issuer of such Pledged Investment by the Secured Party expressly for use therein. Each Pledgor further agrees, upon written request, to use its commercially reasonable efforts to qualify, file or register, or cause the Issuer of such Pledged Investments to (x) qualify, file or

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register, any of the Pledged Investments under the “Blue Sky” or other securities laws of such states as may be requested by the Secured Party and keep effective, or cause to be kept effective, all such qualifications, filings or registrations and (y) to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section.

(a) Each Pledgor recognizes that the Secured Party may be unable to effect a public sale of any or all the Pledged Investments, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall be deemed to have been made in a commercially unreasonable manner solely because it has had such a result. The Secured Party shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.

(b) Each Pledgor agrees to use its commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Investments pursuant to this Section 6.7 valid and binding and in compliance with any and all applicable requirements of law. Each Pledgor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Pledgor, and such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Loan Agreement.

6.8 Deficiency. Each Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by the Secured Party to collect such deficiency.

6.9 Grant of License to Use Intellectual Property. For the purpose of enabling the Secured Party to exercise rights and remedies under this Agreement at such time as the Secured Party shall be lawfully entitled to exercise such rights and remedies, each Pledgor hereby grants to the Secured Party an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Pledgors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Pledgor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The license (i) shall be subject to those exclusive Copyright Licenses, Patent Licenses and Trademark Licenses granted by the Pledgors in effect on the date hereof and those granted by any Pledgor hereafter, as permitted under the

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Transaction Documents, to the extent conflicting, (ii) may be exercised, at the option of the Secured Party, only upon the occurrence and during the continuation of an Event of Default, provided, that any license, sublicense or other transaction entered into by the Secured Party in accordance herewith shall be binding upon the Pledgors notwithstanding any subsequent cure of an Event of Default, and (iii) apply to the use of the Trademarks in connection with goods and services of similar type and quality to those theretofore sold by such Pledgor under such Trademark.

SECTION 7

THE SECURED PARTY

7.1 Secured Party’s Appointment as Attorney-in-Fact, etc. (a) Each Pledgor hereby irrevocably constitutes and appoints the Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Pledgor and in the name of such Pledgor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Pledgor hereby gives the Secured Party the power and right, on behalf of such Pledgor, without notice to or assent by such Pledgor, to do any or all of the following:

(i) in the name of such Pledgor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Secured Party for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable;

(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Secured Party may reasonably request to evidence the Secured Party’s security interest in such Intellectual Property and the goodwill and general intangibles of such Pledgor relating thereto or represented thereby;

(iii) pay or discharge taxes and Encumbrances levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement or any other Transaction Document and pay all or any part of the premiums therefor and the costs thereof;

(iv) execute, in connection with any sale provided for in Section 6.6 or 6.7, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral;

(v) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Secured Party or as the Secured Party shall direct;

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(vi) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral;

(vii) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral;

(viii) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral;

(ix) defend any suit, action or proceeding brought against such Pledgor with respect to any Collateral;

(x) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Secured Party may deem appropriate;

(xi) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Secured Party shall in its sole discretion determine; and

(xii) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and do, at the Secured Party’s option and such Pledgor’s expense (including reasonable attorneys’ fees), at any time, or from time to time, all acts and things which the Secured Party deems necessary to protect, preserve or realize upon the Collateral and the Secured Party’s security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Pledgor might do.

Anything in this Section 7.1(a) to the contrary notwithstanding, the Secured Party agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.1(a) unless a Default shall have occurred and be continuing.

(b) If any Pledgor fails to perform or comply with any of its agreements contained herein or in any contract included in the Collateral, the Secured Party, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c) The expenses of the Secured Party incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due amounts under the Loan Agreement, from the date of payment by the Secured Party to the date reimbursed by the relevant Pledgor, shall be payable by such Pledgor to the Secured Party on demand.

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(d) Each Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

7.2 Duties of Secured Parties. (a) The Secured Party’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the California UCC or otherwise, shall be to deal with it in the same manner as the Secured Party deals with similar property for its own account.

(b) Neither the Secured Party nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

(c) The powers conferred on the Secured Party hereunder are solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powers. The Secured Party shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

7.3 Filing of Financing Statements. Each Pledgor authorizes the Secured Party to file or record financing statements, any amendments thereto and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Secured Party reasonably determines appropriate to perfect the security interests of the Secured Party under this Agreement including, without limitation, any financing statement describing the collateral as “all assets,” “all personal property” or any similar description. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.

SECTION 8

MISCELLANEOUS

8.1 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by each affected Pledgor and the Secured Party; provided that any provision of this Agreement imposing obligations on any Pledgor may be waived by the Secured Party in a written instrument executed by the Secured Party.

8.2 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by facsimile transmission) and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made (a) in the case of delivery by hand, when delivered, (b) in the case of delivery by mail, three days after being

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deposited in the mails, postage prepaid, or (c) in the case of delivery by facsimile transmission, when sent and receipt has been confirmed, addressed as follows in the case of the Secured Party, and as set forth in Schedule 1 in the case of the Pledgors, or to such other address as may be hereafter notified by the respective parties hereto:

Eridanus Capital, LLC

201 East 5th Street, Suite 1200

Sheridan, WY 82801

Attention: Daniel Oliver Jr.

Email: doliver@myrmikan.com

Fax No.: 307-222-1646

provided that any notice, request or demand to or upon the Secured Party shall not be effective until received.

Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto in accordance with this Section 8.2.

8.3 No Waiver by Course of Conduct; Cumulative Remedies. The Secured Party shall not by any act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

8.4 Enforcement Expenses; Indemnification. (a) Each Pledgor agrees to pay or reimburse the Secured Party for all its costs and expenses incurred in collecting against such Pledgor its Obligations or otherwise enforcing or preserving any rights under this Agreement and the other Transaction Documents to which such Pledgor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) of the Secured Party.

(b) Each Pledgor agrees to pay, and to save the Secured Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.

(c) Each Pledgor agrees to pay, indemnify, and hold the Secured Party, its officers, directors, controlling Persons, employees, agents and advisors (collectively, the

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“Indemnified Persons”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, and the other Transaction Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Pledgors, any of their subsidiaries or any of their properties (all the foregoing in this clause (c), collectively, the “indemnified liabilities”), provided that the Pledgors shall have no obligation hereunder to any Indemnified Person with respect to indemnified liabilities arising solely from the gross negligence or willful misconduct of such Indemnified Person.

(d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Loan Agreement and the other Transaction Documents.

8.5 Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Pledgor and shall inure to the benefit of the Secured Party and its successors and assigns and to the extent provided in Section 8.4(c); provided that no Pledgor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Secured Party and any purported assignment, transfer or delegation without such consent shall be null and void.

8.6 [Reserved].

8.7 Counterparts; Binding Effect. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Agreement shall become effective as to any Pledgor when a counterpart hereof executed on behalf of such Pledgor shall have been delivered to the Secured Party and a counterpart hereof shall have been executed on behalf of the Secured Party, and thereafter shall be binding upon such Pledgor and the Secured Party and their respective permitted successors and assigns, and shall inure to the benefit of such Pledgor, the Secured Party and their respective permitted successors and assigns. This Agreement shall be construed as a separate agreement with respect to each Pledgor and may be amended, modified, supplemented, waived or released with respect to any Pledgor without the approval of any other Pledgor and without affecting the obligations of any other Pledgor hereunder.

8.8 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

8.9 Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

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8.10 Integration. This Agreement and the other Transaction Documents represent the agreement of the Pledgors and the Secured Party with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Secured Party relative to the subject matter hereof and thereof not expressly set forth or referred to herein or in the other Transaction Documents.

8.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA.

8.12 Submission to Jurisdiction. For the purpose of any legal action or proceeding relating to this Agreement and the other Transaction Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof the courts of California shall have jurisdiction, each of the parties to this Agreement hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such courts. Each Pledgor hereby irrevocably and unconditionally: (a) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Pledgor at its address referred to in Section 8.2 or at such other address of which the Secured Party shall have been notified pursuant thereto and (b) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law.

8.13 Acknowledgments. Each Pledgor hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Transaction Documents to which it is a party;

(b) the Secured Party has no fiduciary relationship with or duty to any Pledgor arising out of or in connection with this Agreement or any of the other Transaction Documents, and the relationship between the Pledgors, on the one hand, and the Secured Party, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Transaction Documents or otherwise exists by virtue of the transactions contemplated hereby.

8.14 WAIVER OF JURY TRIAL. EACH PLEDGOR AND THE SECURED PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

8.15 Additional Pledgors. Any direct or indirect subsidiary of the Borrower created or formed on or after the date hereof shall be required to become a Pledgor for all purposes of this Agreement, and shall execute and deliver an Assumption Agreement in the form of Annex I hereto. Upon the execution and delivery by any subsidiary of an Assumption Agreement, the supplemental schedules attached to such Assumption Agreement shall be incorporated into and become a part of and supplement the Schedules to this Collateral Agreement and each reference

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to such Schedules shall mean and be a reference to such Schedules as supplemented pursuant to each Assumption Agreement.

8.16 Releases. (a) On the Termination Date, the Collateral shall be released from the Encumbrances created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Secured Party and each Pledgor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Pledgors. At the request and sole expense of any Pledgor following any such termination, the Secured Party shall deliver to such Pledgor any Collateral held by the Secured Party hereunder, and execute and deliver to such Pledgor such documents as such Pledgor shall reasonably request to evidence such termination.

(b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Pledgor in a transaction permitted by the Loan Agreement, then the Secured Party, at the request and sole expense of such Pledgor, shall execute and deliver to such Pledgor all releases or other documents reasonably necessary or desirable for the release of the Encumbrances created hereby on such Collateral. At the request and sole expense of the Borrower, a Pledgor which is a subsidiary of the Borrower shall be released from its obligations hereunder in the event that all the Shares of such Pledgor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Loan Agreement; provided that the Borrower shall have delivered to the Secured Party, at least ten Business Days (or such shorter period reasonably acceptable to the Secured Party) prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Party and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the Loan Agreement and the other Transaction Documents.

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IN WITNESS WHEREOF, each of the undersigned has caused this Collateral Agreement to be duly executed and delivered as of the date first above written.

	RISE GOLD CORP.

	By:
		Name: Vince Boon
		Title: CFO

	RISE GRASS VALLEY INC.

	By:
		Name: Benjamin W. Mossman
		Title: President and CEO

AGREED AND ACCEPTED

ERIDANUS CAPITAL, LLC,

a Wyoming limited liability company

	By:	Myrmikan Capital, LLC
		a Delaware limited liability company
	Its:	Manager

		By:
		Name: Daniel Oliver Jr.
		Title: Manager

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Schedule 1

NOTICE ADDRESSES OF PLEDGORS

Name	Address
Rise Gold Corp.	650 – 669 Howe Street, Vancouver, BC V6C 0B4
	Registered Office: Nevada Business Center, LLC, 701 S Carson Street, Suite 200, Carson City, NV 89701
Rise Grass Valley Inc.	333 Crown Point Circle, Ste 215, Grass Valley, CA 95945
	Registered Office: Nevada Business Center, LLC, 701 S Carson Street, Suite 200, Carson City, NV 89701

Schedule 2

PLEDGED INVESTMENTS

Pledged Stock:

Registered Owner	Issuer	Stock Certificate No.	Number and Class of Shares	Percentage of Equity Interest
Rise Gold Corp.	Rise Grass Valley Inc.	1	1,000 shares of common stock with a par value of US$0.001	100%

Pledged Debt:

None.

Schedule 3

ACTIONS TO PERFECT SECURITY INTERESTS

Uniform Commercial Code Filings

Uniform Commercial Code

P.O. Box 942835

Sacramento, California 94235-0001

Patent and Trademark Filings

Not Applicable

Actions with respect to Pledged Stock

Share certificate No. 1, registered in the name of the Parent Party representing 1,000 shares
of common stock of the Borrower, is to be delivered to the Secured Party along
with a stock power of attorney.

Deposit Accounts/Securities Accounts/Commodities Accounts

If requested by the Secured Party, a control agreement for deposit accounts containing
funds in excess of $50,000.

Uncertificated Securities

None.

Other Actions

Schedule 4

JURISDICTION OF ORGANIZATION; LOCATION OF COLLATERAL

Pledgor &
Identification No.

Location of Chief
Executive Office

Locations of Material
Inventory & Equipment

Prior
Locations

Rise Gold Corp.

NV Entity No.:

E0094972007-8

NV Business ID:

NV20071152144

650 – 669 Howe Street, Vancouver, BC V6C 0B4

N/A

Rise Grass Valley Inc.

NV Entity No.:

E0537812016-7

NV Business ID:

NV20161724330

333 Crown Point Circle, Ste 215, Grass Valley, CA 95945

12603 East Bennett Rd, Grass Valley CA 95945

and

345 Crown Point Circle, Unit 600, Grass Valley, CA 95945

N/A

Schedule 5

INTELLECTUAL PROPERTY

COPYRIGHTS AND COPYRIGHT LICENSES OWNED BY RISE GOLD CORP.

U.S. Copyright Registrations

No U.S. copyrights are owned.

Pending U.S. Copyright Applications for Registration

No U.S. copyright applications are pending.

Non-U.S. Copyright Registrations

No non-U.S. copyrights are owned.

Non-U.S. Pending Copyright Applications for Registration

No non-U.S. copyright applications are pending.

No copyright licenses.

PATENTS AND PATENT LICENSES OWNED BY RISE GOLD CORP.

U.S. Patent Registrations

No U.S. patents are owned.

U.S. Patent Applications

No U.S. patent applications are pending.

Non-U.S. Patent Registrations

No non-U.S. patents are owned.

Patent Licenses

No patent licenses.

TRADEMARK, TRADEMARK LICENSES AND TRADE NAMES OWNED BY
RISE GOLD CORP.

U.S. Trademark Registrations

No U.S. trademarks are owned.

U.S. Trademark Applications

No U.S. trademark applications are pending.

State Trademark Registrations

No state trademarks are owned.

State Trademark Applications

No state trademark applications are pending.

Non-U.S. Trademark Registrations

No non-U.S. trademarks are owned.

Non-U.S. Trademark Applications

No non-U.S. trademark applications are pending.

Trademark Licenses

No trademark licenses.

Trade Names

No trade names owned.

COPYRIGHTS AND COPYRIGHT LICENSES OWNED BY RISE GRASS

VALLEY INC.

U.S. Copyright Registrations

No U.S. copyrights are owned.

Pending U.S. Copyright Applications for Registration

No U.S. copyright applications are pending.

Non-U.S. Copyright Registrations

No non-U.S. copyrights are owned.

Non-U.S. Pending Copyright Applications for Registration

No non-U.S. copyright applications are pending.

No copyright licenses.

PATENTS AND PATENT LICENSES OWNED BY RISE GRASS VALLEY INC.

U.S. Patent Registrations

No U.S. patents are owned.

U.S. Patent Applications

No U.S. patent applications are pending.

Non-U.S. Patent Registrations

No non-U.S. patents are owned.

Patent Licenses

No patent licenses.

TRADEMARK, TRADEMARK LICENSES AND TRADE NAMES OWNED BY RISE GRASS VALLEY INC.

U.S. Trademark Registrations

No U.S. trademarks are owned.

U.S. Trademark Applications

No U.S. trademark applications are pending.

State Trademark Registrations

No state trademarks are owned.

State Trademark Applications

No state trademark applications are pending.

Non-U.S. Trademark Registrations

No non-U.S. trademarks are owned.

Non-U.S. Trademark Applications

No non-U.S. trademark applications are pending.

Trademark Licenses

No trademark licenses.

Trade Names

No trade names owned.

Schedule 6

DEPOSIT ACCOUNTS; SECURITIES ACCOUNTS; COMMODITY ACCOUNTS

Rise Gold Corp.

Deposit Accounts:

Account	Account Name	Currency	Financial Institution
00041797888	Rise Gold Corp.	CAD	BMO Bank of Montreal
00044661547	Rise Gold Corp.	USD	BMO Bank of Montreal

Securities Accounts:

None.

Commodity Accounts:

None.

Rise Grass Valley Inc.

Deposit Accounts:

Account	Account Name	Currency	Financial Institution
3860277	Rise Grass Valley	USD	BMO Harris

Securities Accounts:

None.

Commodity Accounts:

None.

Annex I to

Collateral Agreement

ASSUMPTION AGREEMENT, dated as of __________________________, 201_, made by ___________________, a ___________________ (the “Additional Pledgor”), in favor of ERIDANUS CAPITAL, LLC, a Wyoming limited liability company, as Secured Party. All capitalized terms not defined herein shall have the meaning ascribed to them in the Collateral Agreement (as defined below).

W I T N E S S E T H :

WHEREAS, Rise Grass Valley, Inc. (the “Borrower”) and the Secured Party have entered into a loan agreement, dated as of [______________] (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”);

WHEREAS, in connection with the Loan Agreement, the Borrower and certain of its Affiliates (other than the Additional Pledgor) have entered into the Collateral Agreement, dated as of even date therewith (as amended, supplemented or otherwise modified from time to time, the “Collateral Agreement”) in favor of the Secured Party;

WHEREAS, the Loan Agreement requires the Additional Pledgor to become a party to the Collateral Agreement; and

WHEREAS, the Additional Pledgor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Collateral Agreement;

NOW, THEREFORE, IT IS AGREED:

1. Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Pledgor, as provided in Section 8.15 of the Collateral Agreement, hereby becomes a party to the Collateral Agreement as a Pledgor thereunder with the same force and effect as if originally named therein as a Pledgor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Pledgor thereunder. In furtherance of the foregoing, the Additional Pledgor, as security for the payment and performance in full of the Obligations, does (x) hereby create and grant to the Secured Party, its successors and assigns, a security interest in all of the Additional Pledgor’s right, title and interest in and to the Collateral of the Additional Pledgor. Each reference to a “subsidiary” or a “Pledgor” in the Collateral Agreement shall be deemed to include the Additional Pledgor. The Collateral Agreement is hereby incorporated herein by reference. The information set forth in Annex 1-A hereto (a) is a true and correct schedule of all of the Collateral of the Additional Pledgor as of the date hereof and (b) is hereby added to the information set forth in Schedules [____]¹ to the Collateral Agreement. The Additional Pledgor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Collateral Agreement applicable to it

Refer to each Schedule which needs to be supplemented.

is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

2. Representations of Additional Pledgor. The Additional Pledgor represents and warrants to the Secured Party that this Assumption Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

3. Counterparts; Binding Effect. This Assumption Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which, when taken together, shall constitute a single contract. This Assumption Agreement shall become effective when (a) the Secured Party shall have received a counterpart of this Assumption Agreement that bears the signature of the Additional Pledgor and (b) the Secured Party has executed a counterpart hereof. Delivery of an executed counterpart of a signature page of this Assumption Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Assumption Agreement.

4. Full Force and Effect. Except as expressly supplemented hereby, the Collateral Agreement shall remain in full force and effect.

5. Severability. Any provision of this Assumption Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability in such jurisdiction of the remaining provisions hereof and of the Collateral Agreement; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

6. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 8.2 of the Collateral Agreement. All communications and notices hereunder to the Additional Pledgor shall be given to it at the address set forth under its signature below.

7. Fees and Expenses. The Additional Pledgor agrees to reimburse the Secured Party for its reasonable out-of-pocket expenses in connection with this Assumption Agreement, including the reasonable fees, disbursements and other charges of counsel for the Secured Party.

8. Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA.

IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.

	[ADDITIONAL PLEDGOR]

	By:
		Name:
		Title:

	Address for Notices:

AGREED TO AND ACCEPTED

ERIDANUS CAPITAL, LLC,

a Wyoming limited liability company

	By:	Myrmikan Capital, LLC
		a Delaware limited liability company
	Its:	Manager

		By:
		Name: Daniel Oliver Jr.
		Title: Manager

Exhibit 10.13

EXECUTION VERSION

RECORDING REQUESTED BY
AND WHEN RECORDED, RETURN TO:

[________]

SPACE ABOVE LINE RESERVED FOR OFFICIAL RECORDER’S USE

DEED OF TRUST, SECURITY AGREEMENT,
ASSIGNMENT OF PRODUCTION, FIXTURE FILING AND
FINANCING STATEMENT

from

rise GRASS VALLEY INC.,
a Nevada corporation
(Trustor)

JEREMY A. M. EVANS
a businessperson in the state of New Hampshire
(Trustee)

for the benefit of

ERIDANUS CAPITAL, LLC,
a Wyoming limited liability company
(Beneficiary)

THIS INSTRUMENT TO BE RECORDED BOTH AS A DEED OF TRUST AND A FINANCING STATEMENT.

THIS DOCUMENT IS A SECURITY AGREEMENT WITHIN THE MEANING OF SECTION 9102(A) OF THE CALIFORNIA UNIFORM COMMERCIAL CODE.

THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS, SECURES PAYMENT OF FUTURE ADVANCES, AND COVERS PROCEEDS OF COLLATERAL.

PORTIONS OF THE GOODS COMPRISING A PART OF THE PROPERTY COVERED BY THIS INSTRUMENT ARE OR ARE TO BECOME FIXTURES RELATED TO THE LAND DESCRIBED IN EXHIBIT A HERETO. THIS INSTRUMENT ALSO COVERS AS-EXTRACTED COLLATERAL; THE INTEREST OF TRUSTOR IN MINERALS OR THE LIKE BEFORE EXTRACTION AND THE SECURITY INTEREST CREATED BY THIS INSTRUMENT ATTACHES TO SUCH MINERALS AS EXTRACTED AND TO THE ACCOUNTS RESULTING FROM THE SALE THEREOF LOCATED ON THE REAL PROPERTY DESCRIBED HEREIN. TRUSTOR OWNS AN INTEREST OF RECORD IN THE REAL PROPERTY AND IMMOVABLE PROPERTY CONCERNED. IN THESE RESPECTS, THIS INSTRUMENT IS INTENDED TO BE EFFECTIVE AS A FINANCING STATEMENT FILED AS A FIXTURE FILING AND A FINANCING STATEMENT COVERING AS-EXTRACTED COLLATERAL PURSUANT TO SECTION 9502 OF THE CALIFORNIA COMMERCIAL CODE; IS TO BE FILED FOR RECORD IN THE RECORDS OF THE COUNTY WHERE DEEDS OF TRUST ON REAL PROPERTY ARE RECORDED; AND SHOULD BE INDEXED AS BOTH A DEED OF TRUST AND A FINANCING STATEMENT. THE ADDRESSES OF TRUSTOR (DEBTOR) AND BENEFICIARY (SECURED PARTY) ARE SPECIFIED IN SECTION 7.10 OF THIS INSTRUMENT.

TRUSTOR REQUESTS THAT A COPY OF ANY NOTICE OF DEFAULT AND ANY NOTICE OF SALE HEREUNDER BE MAILED TO IT AT:

RISE GRASS VALLEY INC.
333 CROWN POINT CIRCLE, STE 215
GRASS VALLEY, CA 95945

ATTENTION	BENJAMIN W. MOSSMAN
EMAIL:	ceo@risegoldcorp.com
FAX NO.:	604-428-1124

DEED OF TRUST, SECURITY AGREEMENT,
ASSIGNMENT OF PRODUCTION, FIXTURE FILING AND
FINANCING STATEMENT

This Deed of Trust, Security Agreement, Assignment of Production, Fixture Filing and Financing Statement (as amended, restated, supplemented or otherwise modified from time to time, this “Deed of Trust”) dated as of August 30, 2019, is entered into by RISE GRASS VALLEY INC., a Nevada corporation (“Trustor”), in favor of JEREMY A. M. EVANS, a businessperson, having a mailing address located at 18 East Road, Hampstead, NH 03841, as trustee (“Trustee”) for the benefit of ERIDANUS CAPITAL, LLC, a Wyoming limited liability company (“Beneficiary”).

RECITALS

A. Trustor is the owner of mineral interests (the “Mineral Interests”) located in, on, and under certain real property situated in the County of Nevada, State of California (the “Land”) (collectively, the Mineral Interests and the Land are hereinafter the “Mineral Properties”), as such Mineral Properties are more particularly described in Exhibit A attached hereto and made a part hereof.

B. Trustor and the Beneficiary have entered into that certain Loan Agreement, dated as of the date hereof (as amended, restated, supplemented and otherwise modified from time to time, the “Loan Agreement”), providing for, inter alia, a senior secured loan in the aggregate principal amount of $1,000,000 (as amended, restated or otherwise modified from time to time, collectively, the “Loan”).

C. To secure (i) the obligations of Trustor under the Loan Agreement, the other Transaction Documents (as defined in the Loan Agreement) and (ii) the other Obligations (as defined below), and as a condition precedent to certain of the obligations under the Loan Agreement, Trustor shall have executed and delivered this Deed of Trust to Trustee, which shall create a secured interest in, inter alia, the Mineral Properties, for the benefit of Beneficiary.

D. Certain capitalized terms used in this Deed of Trust are defined in Article 6 hereof.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Trustor agrees as follows for the benefit of Trustee and Beneficiary:

ARTICLE 1. GRANT IN TRUST

Trustor hereby irrevocably and unconditionally grants, bargains, sells, transfers, conveys, sets over and assigns to Trustee, in trust, for the benefit of Beneficiary, with power of sale and right of entry and possession, all of Trustor’s right, title and interest, whether now owned or hereafter acquired, in or to the property and rights listed in paragraphs in this Article 1 (hereinafter collectively referred to as the “Property”):

(a) Mineral Collateral;

(b) Personalty Collateral;

(d) All awards of payments, including interest thereon, which may heretofore and hereafter be made with respect to the Property to the extent actually received by Trustor, whether from the exercise of the right of eminent domain (including, but not limited to, any transfer or part thereof made in lieu of or in anticipation of the exercise of said right), or for any other injury to or decrease in the value of the Property;

(e) Any and all possessory rights of Trustor and other rights or privileges of possession, including, without limitation, Trustor’s right to elect to remain in possession of the Mineral Properties pursuant to Section 365(h)(1) of the United States Bankruptcy Code (11 U.S.C. §101 et seq.) (the “Bankruptcy Code”);

(f) All proceeds of and any unearned premiums on any property insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments (including with respect to a casualty thereto or condemnation thereof), or settlements made in lieu thereof, for damage to the Property, in accordance with and subject to the terms of the Transaction Documents;

(g) The right, in the name and on behalf of Trustor, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of Beneficiary in the Property, in accordance with and subject to the terms of the Transaction Documents;

(h) All real estate, possessory interest and personal property tax refunds or rebates or charges in lieu of Taxes now or hereafter assessed or levied against the Property, including interest thereon, and the right to receive the same, whether such refunds or rebates relate to fiscal periods before or during the term of this Deed of Trust, payable to Trustor with respect to the Property, and refunds, credits or reimbursements payable to Trustor with respect to bonds, letters of credit, escrow accounts or other sums payable in connection with the use, occupation, enjoyment, development, construction, operation or ownership of the Property;

(i) To the extent assignable, all Trustor’s right, title and interest in and to all abstracts of title, plans, specifications, operating manuals, computer programs, computer data, maps, surveys, studies, reports, development rights, entitlements, permits, waivers, licenses and approvals, and all amendments and modifications thereof, appraisals, architectural, engineering and construction contracts, books of account, insurance policies and other documents, of whatever kind or character, relating to the Property or the development, construction, use, occupancy, operation or maintenance thereof;

(j) All right, title and interest of every nature of Trustor in all receivables and other accounts of Trustor (i) arising out of any sale, lease or other transfer of any interest in all or any portion of the Property, (ii) in connection with any insurance policies covering all or any portion of the Property, and (iii) any and all moneys deposited by Trustor or deposited on behalf of Trustor with any city, county, public body or agency, irrigation, sewer, or water district or company, gas or electric company, telephone company, and any other body or

agency, for the installation, or to secure the installation of, any utility or to secure any decommissioning or reclamation obligation pertaining to the Property;

(k) All rights, titles, interests, estates or other claims, both at law and in equity, which Trustor now has or may hereafter acquire in the Land or in and to any greater estate in the Land or in and to any greater estate in the Property, including the Mineral Properties;

(l) All of Trustor’s right, title and interest in and to all property hereafter acquired or constructed by Trustor located at or used in connection with the Land or the Mineral Properties which shall forthwith, upon acquisition or construction thereof by Trustor and without any act or deed by Trustor or Beneficiary, become subject to the Encumbrance of this Deed of Trust as if such property were now owned by Trustor and were specifically described in this Deed of Trust and were specifically conveyed or encumbered hereby;

(m) All claims and rights to proceeds in respect of any title insurance policies issued to Trustor relating to the Land or the Mineral Properties, including, without limitation, the right to receive and apply the proceeds of any such title insurance or settlements made in lieu thereof in accordance with and subject to the terms of the Transaction Documents; and

(n) All products and proceeds of the foregoing;

TO HAVE AND TO HOLD the Property unto Trustee, and to its, his or her successors and assigns, in trust, subject to the Permitted Encumbrances (as defined below) and Section 3.13 hereof, for the purposes and uses herein set forth. All of the land, estate, and property hereinabove described, real, personal and mixed, whether affixed or annexed or otherwise (or otherwise hereinabove specified), and all rights, assigned, conveyed and mortgaged, are intended to be assigned, conveyed and mortgaged as a unit and are hereby understood, agreed and declared to form a part and parcel of the Property and to be appropriated to the use of the Property, and shall for the purposes of this Deed of Trust be deemed to be real estate and conveyed and mortgaged hereby.

Notwithstanding any provision in this Deed of Trust to the contrary, in no event is any Building in a Flood Zone (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home in a Flood Zone (as defined in the applicable Flood Insurance Regulations) included in the definition of “Property” and no Building or Manufactured (Mobile) Home is hereby encumbered by this Deed of Trust.

ARTICLE 2. OBLIGATIONS SECURED

Trustor makes the foregoing grants under Article 1 hereof for the purpose of securing the following obligations (collectively, the “Obligations”):

2.1 Indebtedness. The prompt and complete payment when due of all Obligations (as defined in the Loan Agreement), including the indebtedness and amounts under the Loan, the other Transaction Documents, including all interest, reimbursement obligations,

sums and other indebtedness evidenced by or owing under the Loan Agreement, and Transaction Documents from time to time outstanding, and any modifications, extensions, replacements or renewals thereof, including both present and future advances and/or future obligations, as more particularly described in Section 2.5 hereof;

2.2 Transaction Documents. The payment, reimbursement, satisfaction, observance and performance of all Obligations, debts, covenants, conditions, agreements, representations, warranties, and liabilities of Trustor to or benefitting Beneficiary evidenced or secured by, arising out of, connected with, or related to the Loan, this Deed of Trust, any other Transaction Documents or any document and the transactions contemplated hereby or thereby (including, without limitation, all interest, fees, charges, expenses, attorneys’ fees and consultants’ fees), of even date herewith;

2.3 Further Obligations. Payment of such further sums and/or performance of such further obligations as Trustor may undertake to pay and/or perform for the benefit of Beneficiary, their successors or assigns, when said borrowing and/or obligation is evidenced by a writing or writings reciting that it or they are so secured by this Deed of Trust;

2.4 Modifications and Amendments. With respect to each of the foregoing, whether now existing or hereafter arising, voluntary or involuntary, whether or not jointly owned with others, direct or indirect, absolute or contingent, liquidated or unliquidated, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all amendments, revisions or renewals thereof; and

2.5 Future Advances. Such additional future advances under the terms of the Loan Agreement, the Loan, the other Transaction Documents, or otherwise that Beneficiary may elect to make to Trustor.

Once all of the Obligations have been paid in full and fully performed, this Deed of Trust shall be released and reconveyed by Beneficiary, at Trustor’s cost and expense; provided, however, that Trustor’s contingent indemnification obligations under this Deed of Trust, and the other Transaction Documents shall survive any such release.

ARTICLE 3. RIGHTS AND DUTIES OF THE PARTIES

To protect the security of this Deed of Trust, Trustor hereby covenants and agrees as follows:

3.1 Payment of Obligations. Trustor covenants that Trustor shall timely pay and perform the Obligations secured by this Deed of Trust.

3.2 Representations and Warranties. Trustor represents and warrants as follows:

(a) Incorporation of Representations and Warranties from Loan Agreement. The representations and warranties applicable to Trustor and to its Property contained in Section 5 of the Loan Agreement are hereby confirmed and restated, each such representation and warranty, together with all related definitions and ancillary provisions, being

hereby incorporated into this Deed of Trust by reference as though specifically set forth in this Section.

(b) Title to Property. Trustor has good and defensible title to the Property free from all Encumbrances, claims, security interests or other encumbrances other than Encumbrances expressly permitted under the Loan Agreement (“Permitted Encumbrances”), and without limitation on the right to encumber except as set forth in the Transaction Documents. This Deed of Trust is the prime lien on the Mineral Properties. The descriptions set forth in Exhibit A of the quantum and nature of the record title interests of Trustor in and to the Mineral Properties include the entire record title interests of Trustor in the Mineral Properties and are complete and accurate in all material respects. There are no “back-in” or “reversionary” interests held by third parties which could materially reduce the interests of Trustor in the Mineral Properties except as set forth on Exhibit A. No other agreement to which Trustor is a party or by which Trustor is bound affecting any part of the Property grants an Encumbrance to another party or entity which is prior to the Encumbrance created hereby.

(c) Contracts. All of the Contracts and obligations of Trustor that relate to the Mineral Properties are in full force and effect and constitute legal, valid and binding obligations of Trustor. Neither Trustor nor, to the knowledge of Trustor, any other party to any Contract (i) is in breach of or default or, with the lapse of time or the giving of notice, or both, would be in breach or default with respect to any obligations thereunder, whether express or implied, or (ii) has given or threatened to give notice of any default under or inquiry into any possible default under, or action to alter, terminate, rescind or procure a judicial reformation of, any Contract.

(d) Obligations. There are no obligations under any Mineral Properties or Contract which require operations to earn or to continue to hold any of the Mineral Properties in force and effect.

(e) Trustor’s Address. The address of Trustor’s place of business, residence, chief executive office and office where Trustor keeps its records concerning accounts, contract rights and general intangibles is as set forth below. Trustor hereby represents and warrants that its state of formation is Nevada, and the correct spelling of its name is as set forth in its signature block below.

3.3 Further Assurances.

(a) Trustor covenants that Trustor shall execute and deliver such other and further instruments, and shall do such other and further acts as in the opinion of Trustee or Beneficiary may be necessary or desirable to carry out more effectively the purposes of this Deed of Trust, including without limiting the generality of the foregoing, (i) prompt correction of any defect in the execution or acknowledgment of this Deed of Trust, any written instrument comprising part or all of the Obligations, or any other document used in connection herewith; (ii) prompt correction of any defect which may hereafter be discovered in the title to the Property; (iii) prompt execution and delivery of all division or transfer orders or other instruments which in Trustee’s or Beneficiary’s opinion are required to transfer to Trustee or Beneficiary, the assigned proceeds from the sale of Minerals from the Mineral Properties; and (iv) prompt payment when

due and owing of all taxes, assessments and governmental charges imposed on this Deed of Trust or upon the interest of Beneficiary.

(b) Trustor shall notify Trustee and Beneficiary at least fifteen (15) days (or such shorter period as may be reasonably agreed in writing by Trustee or Beneficiary) in advance of any discontinuance of or change in the address of Trustor’s place of business, residence, chief executive office or office where it keeps records concerning accounts, contract rights and general intangibles.

(c) Trustor shall not amend, supplement, modify or restate its articles or certificate of incorporation, bylaws, limited liability company agreements, or other equivalent organizational documents, or amend its name or change its jurisdiction of incorporation, organization or formation unless expressly permitted by the Loan Agreement.

3.4 Operation of Mineral Properties. As long as any of the Obligations remain unpaid or unsatisfied, Trustor shall or, if Trustor is not the operator of any Mineral Properties, shall use its best efforts to cause the operator of such Mineral Properties (in each case, at Trustor’s own expense) to:

(a) not enter into any operating agreement, contract or agreement which materially adversely affects the Property;

(b) to the extent consistent with Trustor’s customary operating practices and to the extent that a reasonably prudent operator would do so, do all things necessary and within the reasonable control of Trustor to keep, or cause to be kept, in full force and effect the Mineral Properties and Trustor’s interests therein;

(c) neither abandon, forfeit, surrender, release, sell, assign, farmout or convey, nor agree to sell, assign, farmout or convey, nor mortgage or grant security interests in, nor otherwise dispose of or encumber any of the Property or any interest therein, except as permitted by the Loan Agreement;

(d) sublease the Property without the express written approval of Beneficiary;

(e) cause the Property to be maintained, developed and protected against drainage and continuously operated, unless market conditions or permit conditions require otherwise, for the production and marketing of Minerals in a good and workmanlike manner as a prudent operator would in accordance in all material respects with (i) generally accepted practices, (ii) applicable Contracts, and (iii) all applicable Federal, state and local laws, rules and regulations;

(f) promptly pay or make reasonable and customary efforts to cause to be paid when due and owing, whether relating to periods of time before or after the date hereof, (i) all rentals and royalties payable in respect of the Property; (ii) all expenses incurred in or arising from the operation or development of the Property (except to the extent contested in good faith or determined by a court of competent jurisdiction to be not due and owing); (iii) all taxes, assessments and governmental charges imposed upon Beneficiary because of its interest in the

Property; and (iv) all taxes, assessments, and governmental charges imposed upon the Property as provided in the Loan Agreement (and indemnify Trustee and Beneficiary from all liability in connection with any of the foregoing);

(g) promptly take all action necessary to enforce or secure the observance or performance of any term, covenant, agreement or condition to be observed or performed by third parties under any Contract, or any part thereof, or to exercise any of its rights, remedies, powers and privileges under any Contract, all in accordance with the respective terms thereof;

(h) to the extent consistent with Trustor’s customary operating practices and to the extent that a reasonably prudent operator would do so, cause the Operating Equipment and the Fixture Operating Equipment to be kept in good and effective operating condition, and cause to be made all repairs, renewals, replacements, additions and improvements thereof or thereto, necessary or appropriate in connection with the production of Minerals from the Mineral Properties;

(i) permit and do all things necessary or proper to enable Beneficiary (through any of its agents and employees) to enter upon the Mineral Properties, at reasonable times, with minimum 48-hour notice, and under supervision of Trustor, for the purpose of investigating and inspecting the condition and operations of the Property in accordance with the terms of the Loan Agreement;

(j) cause the Property to be kept free and clear of Encumbrances, charges, security interests and encumbrances of every character other than Permitted Encumbrances;

(k) carry and maintain the insurance required by the Loan Agreement;

(l) furnish to Beneficiary, upon request, copies of any Contracts; and

(m) promptly perform in all material respects all covenants express or implied in any Contract.

3.5 Recording. Trustor shall promptly (at Trustor’s own expense) record, register, deposit and file this Deed of Trust and every other instrument in addition or supplement hereto, including applicable financing statements, in such offices and places within the state where the Property is located and in the state where Trustor is registered (as applicable) upon the reasonable request of Beneficiary and at such times and as often as may be necessary to preserve, protect and renew the Encumbrance and security interest herein created, as the case may be, and otherwise shall do and perform all matters or things necessary or expedient to be done or observed for the purpose of effectively creating, perfecting, maintaining and preserving the Encumbrance and security interest created hereby in and on the Property.

3.6 Records, Statements and Reports. Trustor shall keep proper books of record and account in which complete and correct entries shall be made of Trustor’s transactions in accordance with the method of accounting required in the Loan Agreement and shall furnish

or cause to be furnished to Beneficiary the reports required to be delivered pursuant to the terms of the Loan Agreement.

3.7 Taxes and Assessments. Trustor shall pay or cause to be paid, prior to delinquency all taxes, assessments and charges of any kind (“Taxes”) imposed by any Governmental Authority or utility company which are or may become an Encumbrance upon Trustor’s right, title and interest in and to the Property or any part thereof; provided that Trustor shall have the right to contest the validity or amount of such Taxes as and to the extent permitted under the Transaction Documents. Trustor shall also pay or cause to be paid, prior to delinquency, Taxes imposed by any Governmental Authority upon Beneficiary by reason of the interest in the Property created hereby or by reason of any payment, or portion thereof, made to Beneficiary hereunder or pursuant to any Secured Obligation hereby secured as and to the extent required under the Transaction Documents; provided, however, that Trustor shall have no obligation to pay or discharge Beneficiary’s business or franchise taxes, federal or state income taxes or other taxes which are measured by and imposed upon Beneficiary’s net or gross income or receipts, and provided further that Trustor shall have the right to contest the validity or amount of such Taxes as and to the extent permitted under the Transaction Documents.

3.8 Insurance. Trustor shall provide, maintain and deliver to Beneficiary such insurance as may be required by the terms of the Transaction Documents and Applicable Law from time to time, covering the Property.

3.9 Encumbrances. Trustor shall pay or cause to be paid, when due, all obligations secured by or reducible to Encumbrances other than Permitted Encumbrances which shall now or hereafter encumber Trustor’s right, title and interest in and to the Property or any part thereof, whether senior or subordinate hereto, including without limitation all claims for work or labor performed, or materials or supplies furnished, in connection with any work of demolition, alteration, improvement of or construction upon the Property; provided, however, Trustor shall have the right to contest the validity or amount of such Encumbrances as and to the extent permitted under the Transaction Documents.

3.10 Disposition of Insurance and Condemnation Proceeds. Trustor assigns to Beneficiary (i) any interest of Trustor in all awards for damages suffered or compensation paid by reason of a taking for public use of, or an action in eminent domain affecting all or any part of, the Property or any interest therein, and (ii) all proceeds of any insurance policies paid or payable to Beneficiary by reason of loss sustained to the Property or any part thereof; provided, however, that upon collection, such funds shall be applied as set forth in the Loan Agreement. Beneficiary shall be entitled to settle and adjust all claims under insurance policies provided hereunder, subject to the provisions of the Transaction Documents. However, Beneficiary may, in the absolute discretion of Beneficiary or as otherwise provided in the Transaction Documents and regardless of any impairment of security or lack of impairment of security, release to Trustor all or any part of the entire amount so collected upon any conditions Beneficiary chooses. Application of all or any portion of said funds, or the release thereof, shall not cure or waive any default or notice of default hereunder or invalidate any acts done pursuant to such notice unless the Transaction Documents expressly provide that such application would effect such a cure or waiver.

3.11 Defense and Notice of Actions. Trustor shall, without liability, cost or expense to Beneficiary or Trustee, protect, preserve and defend (by counsel reasonably satisfactory to Beneficiary) title to the Property, the security hereof and the rights or powers of Beneficiary or Trustee hereunder. Said protection, preservation and defense shall include, without limitation, protection, preservation and defense against any early termination, forfeiture or other cancellation of any rights constituting the Property (subject to Trustor’s rights to replace any such cancelled rights as and to the extent permitted by the terms of the Transaction Documents) and all adverse claimants to title or any possessory or non-possessory interest therein, whether or not such claimants or encumbrances assert title paramount to that of Trustor or claim their interest on the basis of events or conditions arising subsequent to the date hereof, except for the Permitted Encumbrances or as otherwise expressly permitted by the terms of the Transaction Documents (including without limitation any applicable materiality qualifications, cure and replacement rights or other exceptions set forth in the Transaction Documents). Trustor shall give Beneficiary prompt notice in writing of the filing of any such action or proceeding and Beneficiary shall have the right to intervene and participate in such proceeding.

3.12 Contracts.

(a) As and to the extent required by the Transaction Documents, (i) Trustor shall promptly and fully keep, observe and perform, or cause to be kept, observed and performed, all of the terms, covenants, provisions and agreements imposed upon or assumed by Trustor under any and all other present and future Material Contracts (as defined in the Loan Agreement), and Trustor shall not do or fail to do, or permit or fail to permit to be done, any act or thing, the doing or omission of which will give any other party under any Material Contract a right to terminate or to abate any material payment due thereunder (in each case subject to any applicable materiality qualifications, cure and replacement rights or other exceptions set forth in the Transaction Documents), and (ii) except as provided in the Transaction Documents, Trustor shall not modify, amend, supplement, vary, waive, cancel, or terminate, or agree to terminate or agree to purport to do any of the foregoing in relation to any Material Contract without Beneficiary’s prior written consent, and any wrongful attempted modification, amendment, supplement, variation, waiver, cancellation or termination of, or any wrongful attempted agreement to do any of the foregoing in relation to any Material Contract without such consent shall be void and of no force or effect whatsoever.

(b) If Trustor shall fail to comply with subsection (a) above, Trustor covenants and agrees that Beneficiary may (but shall not be obligated to) take, upon five (5) business days’ written notice to Trustor (or upon lesser notice, or without notice, if Beneficiary reasonably deems that the same is required to protect its interest in the Property), any action that Beneficiary shall reasonably deem necessary or desirable to keep, observe and perform or cause to be kept, observed or performed any such terms, covenants, provisions or agreements and to enter upon the Property and take all action thereon as may be necessary to prevent or cure any default by Trustor in the performance of or compliance with its obligations under subsection (a) above. Trustor shall promptly deliver to Beneficiary a copy of any notice relating to defaults by Trustor received from a lessor, lessee or other contracting party (or any of their trustees, receivers, or successors) under any Contract. Beneficiary may expend such sums of money as are reasonable and necessary for any such purposes, and Trustor hereby covenants and agrees to pay to Beneficiary, immediately upon demand, all sums so reasonably expended by Beneficiary,

together with interest thereon from the date of such payment at the Interest Rate, and until so paid by Trustor, all sums so reasonably expended by Beneficiary and the interest thereon shall be added to the Obligations secured by the Encumbrance and legal operation and effect of this Deed of Trust.

3.13 Consents. Trustor shall obtain and maintain the consent or approval to the Encumbrance of this Deed of Trust from any Person whose consent or approval is required to the granting of an Encumbrance on any interest in the Property. Notwithstanding anything in this Deed of Trust to the contrary, however, to the extent that there is any prohibition against or condition to the assignment or conveyance of any interest comprising the Property without the prior approval or written consent of a Person which is of the type that would, as a result of the failure to obtain such consent, either give rise to a claim for damages or invalidate a transfer, and such consent has not been obtained by Trustor prior to execution of this Deed of Trust, then the granting of an Encumbrance on any such interest in the Property by means of this Deed of Trust shall not be effective unless and until the necessary approval or prior written consent is obtained or the prohibition or condition becomes legally unenforceable. When and if the necessary prior approval or written consent is obtained or the prohibition or condition becomes legally unenforceable, the granting of an Encumbrance on any such interest in the Property as may be subject thereto shall become effective automatically without further action on the part of Trustor or Beneficiary.

3.14 Right of Inspection. Beneficiary and its agents, contractors and employees, may enter the Property upon reasonable prior notice during normal business hours for the purpose of inspecting the Property and ascertaining Trustor’s compliance with the terms hereof, and any such visitors shall comply with any applicable reasonable safety and site rules and regulations governing conduct at the applicable location of which notice has been or will be provided by Trustor prior to such entry.

3.15 Acceptance of Trust, Notice of Indemnification. Trustee accepts this trust when this Deed of Trust, duly executed and acknowledged, becomes a public record as provided by Applicable Law. Trustee shall not be obligated to perform any act required of it hereunder unless the performance of such act is requested in writing by Beneficiary and Trustee is reasonably indemnified against loss, cost, liability and expense.

3.16 Preservation of Permits and Compliance with Laws. Trustor will comply in all material respects with, and will cause all Persons acting under or through Trustor to comply in all material respects with all governmental approvals, authorizations, licenses, waivers, permits, and laws, rules and regulations applicable to Trustor and the Property.

3.17 Powers of Trustee. From time to time, upon written request of Beneficiary, and upon presentation of this Deed of Trust for endorsement, and without affecting the personal liability of any Person for payment or performance of any of the Obligations secured hereby, Trustee may, without liability therefor and without notice, (i) reconvey all or any part of the Property, (ii) consent to the making of any map or plat thereof, (iii) join in granting any easement thereon, (iv) join in any declaration of covenants and restrictions, or (v) join in any extension agreement or any agreement subordinating the Encumbrance or charge hereof. Trustee or Beneficiary may from time to time apply to any court of competent jurisdiction for aid and

direction in the execution of the trusts hereunder and the enforcement of the rights and remedies available hereunder, and Trustee or Beneficiary may obtain orders or decrees directing or confirming or approving acts in the execution of said trusts and the enforcement of said remedies. Trustee has no obligation to notify any party of any pending sale or any action or proceeding unless held or commenced and maintained by Trustee under this Deed of Trust. Trustor shall pay to Trustee compensation and reimbursement for services and expenses in the administration of the trusts created hereunder upon the occurrence and during the continuance of an Event of Default, including attorneys’ fees. Trustor indemnifies Trustee and Beneficiary and their respective directors, officers, employees, agents and Affiliates against all losses, claims, demands and liabilities (except losses, claims, demands or liabilities arising solely as a direct result of the gross negligence or willful misconduct of the indemnified party as finally determined by a court of competent jurisdiction) that Trustee or Beneficiary may incur, suffer, or sustain in the execution of the trusts created hereunder or in the performance of any act required or permitted hereunder or by Applicable Law. The foregoing indemnity provision shall survive the termination of this Deed of Trust, the removal or resignation of Trustee and the assignment of this Deed of Trust by Beneficiary.

3.18 Substitution of Trustee. From time to time, by a writing prepared in accordance with Applicable Law and signed and acknowledged by Beneficiary and recorded in the Office of the Recorder of the County in which the Property is situated, Beneficiary may appoint another trustee to act in the place and stead of Trustee or any successor. Such writing shall refer to this Deed of Trust and set forth the date, book and page of its recordation. The recordation of such instrument of substitution shall discharge Trustee herein named and shall appoint the new trustee as the trustee hereunder with the same effect as if originally named Trustee herein. A writing recorded pursuant to the provisions of this Section 3.18 shall be conclusive proof of the proper substitution of such new trustee.

3.19 Acceleration Upon Sale or Encumbrance. Upon a Transfer, whether voluntary, involuntary or by operation of law, of all or substantially all of the Property without the prior written consent of Beneficiary that is not a permitted Transfer under the Transaction Documents, Beneficiary may, at its sole option, accelerate and declare the Obligations immediately due and payable. Furthermore, the amalgamation, merger or consolidation of Trustor with or into any other Person or the issuance, sale, or, other disposition by Trustor of any interest in Trustor, that is not permitted under the Transaction Documents, shall be deemed a Transfer of the Property for purposes of this Section 3.19.

3.20 Reconveyance. Upon receipt by Trustor and Beneficiary of written notice from the Trustee that the Obligations have been paid in full or that there has been a Transfer of a portion of the Property as permitted under the Transaction Documents, then Beneficiary shall request that Trustee reconvey, without warranty, the Property or the applicable portion thereof. The recitals of any matters or facts in any reconveyance executed hereunder shall be conclusive proof of the truthfulness thereof. To the extent permitted by Applicable Law, the reconveyance may describe the grantee as “the person or persons legally entitled thereto.” Neither Beneficiary nor Trustee shall have any duty to determine the rights of Persons claiming to be rightful grantees of any reconveyance. When the Property has been fully reconveyed, the last such reconveyance shall operate as a reassignment of all future rents, issues and profits of the Property to the Person or Persons legally entitled thereto.

3.21 Certain Taxes. In the event of the passage, after the date of this Deed of Trust, of any Applicable Law deducting from the value of the Property the amount of any Encumbrance thereon for the purpose of taxation, or changing in any way Applicable Law now in force for the taxation of deeds of trust or debts secured by deeds of trust or similar instruments, or the manner of the collection of any such taxes, so as to affect this Deed of Trust, or imposing payment of the whole or any portion of any Taxes against the Property, Trustor shall pay or cause to be paid such Tax or increased portion and shall agree with Beneficiary in writing to pay, or reimburse Beneficiary for the payment of, any such Tax or increased portion thereof when thereafter levied or assessed against the Property or any portion thereof. Such obligations of Trustor whether or not evidenced under an agreement shall be secured by this Deed of Trust.

ARTICLE 4. DEFAULT PROVISIONS

4.1 Rights and Remedies. Time is of the essence hereof. At any time after the occurrence and during the continuance of an Event of Default, Beneficiary and Trustee, to the fullest extent permitted by Applicable Law and Governmental Authority shall have the following rights and remedies:

(a) To declare all Obligations immediately due and payable; provided that the Obligations under the Transaction Documents shall only be so accelerated in accordance with the Loan Agreement;

(b) With or without notice, and without releasing Trustor from any obligation hereunder, to cure any default of Trustor and, in connection therewith, to enter upon the Property and to perform such acts and things as Beneficiary or Trustee deem necessary or desirable to inspect, investigate, assess and protect the security hereof, including without limitation of any other rights: to obtain a court order to enforce Beneficiary’s right to enter and inspect the Property pursuant to California Civil Code Section 2929.5; to have a receiver appointed pursuant to California Code of Civil Procedure Section 564 to enforce Beneficiary’s right to enter and inspect the Property for Hazardous Materials; to appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee hereunder; to pay, purchase, contest or compromise any encumbrance, charge, Encumbrance or claim of Encumbrance which, in the judgment of either Beneficiary or Trustee, is prior or superior hereto; the judgment of Beneficiary or Trustee being conclusive as between the parties hereto; to pay any premiums or charges with respect to insurance required to be carried hereunder; and to employ counsel, accountants, contractors and other appropriate persons to assist them;

(c) To commence and maintain an action or actions in any court of competent jurisdiction to foreclose this instrument as a deed of trust or to obtain specific enforcement of the covenants of Trustor hereunder, and Trustor covenants and agrees that such covenants shall be specifically enforceable by injunction or any other appropriate equitable remedy and that for the purposes of any suit brought under this subsection (c), Trustor waives the defense of laches and any applicable statute of limitations;

(d) Beneficiary or its agents, designees or employees, acting by themselves or through a court-appointed receiver, may enter upon, possess, manage, operate,

dispose of and contract to dispose of the Property or any part thereof; collect and receive all Minerals produced and sold from the Mineral Collateral, make repairs, purchase machinery and equipment, conduct workover operations and exercise every power, right and privilege of Trustor with respect to the Mineral Collateral; negotiate with Governmental Authorities with respect to the Property’s environmental compliance and remedial measures; make, terminate, enforce or modify Contracts upon such terms and conditions as Beneficiary deems proper; contract for goods and services, hire agents, employees and counsel, make repairs, alterations and improvements to the Property necessary, in Trustee’s or Beneficiary’s judgment, to protect and preserve the security thereof; to incur the risks and obligations ordinarily incurred by owners of property (without any personal obligation on the part of the receiver); and/or to take any and all other actions which may be necessary or desirable to comply with Trustor’s obligations hereunder, under the Transaction Documents. Without limiting the foregoing, Beneficiary shall have the right, with or without taking possession of the Property, to collect all rents, royalties, issues and profits. Failure or discontinuance of Beneficiary at any time or from time to time to collect any such moneys shall not in any manner affect the subsequent enforcement by Beneficiary of the right, power and authority to collect the same. Nothing herein contained, nor the exercise of the right by Beneficiary to collect, shall be, or be construed to be, an affirmation by Beneficiary of any tenancy, lease or option, nor an assumption of liability under, nor a subordination of the lien or charge of this Deed of Trust to any such tenancy, lease or option. All sums realized by Beneficiary under this subparagraph, less all costs and expenses incurred by it under this subparagraph, including attorneys’ fees, and less such sums as Beneficiary deems appropriate as a reserve to meet future expenses under this subparagraph, shall be applied to the Obligations in accordance with the Transaction Documents. Except as required by Applicable Law or the Transaction Documents, neither application of said sums to the Obligations nor any other action taken by Beneficiary under this subparagraph shall cure or waive any Event of Default or notice of default hereunder or nullify the effect of any such notice of default. Beneficiary or Trustee, or any employee or agent of Beneficiary or Trustee, or a receiver appointed by a court, may take any action or proceeding hereunder without regard to (i) the adequacy of the security for the Obligations secured hereunder, (ii) the existence of a declaration that the Obligations have been declared immediately due and payable, or (iii) the filing of a notice of default, except as required by Applicable Law or the Transaction Documents;

(e) To exercise the power of sale granted to Trustee hereunder, and in connection therewith, to execute a written notice of such Event of Default and of its election to cause the Property or any portion thereof to be sold to satisfy the Obligations secured hereby. Trustee shall give and record such notice as Applicable Law or the Transaction Documents require as a condition precedent to a Trustee’s sale. When the minimum period of time required by Applicable Law after such notice has elapsed, Trustee, without notice to or demand upon Trustor except as otherwise required by Applicable Law, shall sell the Property at the time and place of sale fixed by it in the notice of sale and in such order as it or Beneficiary may determine, at public auction to the highest bidder for cash, in lawful money of the United States, payable at time of sale (the obligations hereby secured being the equivalent of cash for purposes of said sale). If the Property consists of several lots, parcels, or items of property, Beneficiary may: (i) designate the order in which such lots, parcels, or items shall be offered for sale or sold, or (ii) elect to sell such lots, parcels or items through a single sale, through two or more successive sales, or in any other manner Beneficiary deems in its best interest. Trustor hereby expressly waives any right which it may have to direct the order in which any of the Property shall be sold

in the event of any sale or sales pursuant hereto. Trustee may postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at such time fixed by the preceding postponement. Trustee shall deliver to the purchaser at such sale a deed conveying the Property or portion thereof so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any Person, including Trustee or Beneficiary, may purchase at such sale;

In connection with any sale or sales hereunder, Beneficiary may elect to treat any of the Property which consists of a right in action or which is property that can be severed from the real property covered hereby or any improvements thereon without causing structural damage thereto as if the same were personal property or a Fixture, as the case may be, and dispose of the same in accordance with Applicable Law separate and apart from the sale of real property. Any sale of any personal property or Fixtures hereunder shall be conducted in any manner permitted by the UCC;

After deducting all costs, fees and expenses of Trustee and of this trust, including all costs of evidence of title and reasonable attorneys’ fees in connection with sale, Trustee shall apply the proceeds of sale to payment of all sums so expended under the terms hereof not then repaid, the payment of the Obligations in accordance with the Transaction Documents; and the remainder, if any, to the Person or Persons legally entitled thereto. In the event of sale, by foreclosure, power of sale, or otherwise, of less than all of the Property, this Deed of Trust shall continue as a lien and security interest on the remaining portion of the Property unimpaired and without loss of priority;

(f) To resort to and realize upon the security hereunder and any other security now or hereafter held by Beneficiary in such order and manner as Trustee and Beneficiary or either of them may determine (or may be directed to resort and realize in accordance with the Transaction Documents); and resort to any or all such security may be taken concurrently or successively and in one or several consolidated or independent judicial actions or lawfully taken non judicial proceedings, or both;

(g) To seek a judgment that an Event of Default has occurred with respect to any breach by Trustor of its covenants, representations and/or warranties under the Transaction Documents with respect to the condition of the Property by commencing and maintaining an action or actions in any court of competent jurisdiction for breach of contract pursuant to California Code of Civil Procedure Section 736, whether commenced prior to foreclosure of the Property or after foreclosure of the Property, and with respect to any such Event of Default that is found to have occurred and is continuing, to seek the recovery of any and all costs, damages, expenses, fees, penalties, fines, judgments, indemnification payments to third parties, and other out-of-pocket costs or expenses actually incurred by Beneficiary (collectively, the “Environmental Costs”) relating to the cleanup, remediation or other response action required by Environmental Laws or to which Beneficiary believes necessary to protect the Property, it being conclusively presumed between Beneficiary and Trustor that all such Environmental Costs incurred or advanced by Beneficiary relating to the cleanup, remediation or other response action of or to the Property were made by Beneficiary in good faith. All Environmental Costs incurred by Beneficiary pursuant to this subparagraph (including without

limitation court costs, consultants’ fees and attorneys’ fees, whether incurred in litigation or not and whether before or after judgment) shall bear interest at the Interest Rate from the date of expenditure until said sums have been paid. Beneficiary shall be entitled to bid, at the sale of the Property held pursuant to subparagraph (e) above, the amount of said costs, expenses and interest in addition to the amount of the other obligations hereby secured as a credit bid, which shall be deemed the equivalent of cash. Trustor acknowledges and agrees that Trustor shall be fully and personally liable for the Environmental Costs hereunder and such liability shall not be limited to the original principal amount of the obligations secured by this Deed of Trust and Trustor’s obligations shall survive the foreclosure, deed in lieu of foreclosure, release, reconveyance or any other transfer of the Property or this Deed of Trust. For the purposes of any action brought under this subparagraph, Trustor hereby waives the defense of laches and any applicable statute of limitations; and

(h) To waive its Encumbrance against the Property or any portion thereof, whether fixtures or personal property, to the extent such property is found to be environmentally impaired in accordance with California Code of Civil Procedure Section 726.5 and to exercise any and all rights and remedies of an unsecured creditor against Trustor and all of Trustor’s assets and property for the recovery of any deficiency and Environmental Costs, and seeking an attachment order pursuant to California Code of Civil Procedure Section 483.010. Trustor acknowledges and agrees that notwithstanding any term or provision contained herein, in the other Transaction Documents: (i) Trustor shall be fully and personally liable for all such judgments and awards entered against Trustor under this subparagraph (h) and such liability shall not be limited to the original principal amount of the obligations secured by this Deed of Trust; and (ii) Trustor’s obligations shall survive the foreclosure, deed in lieu of foreclosure, release, reconveyance or any other transfer of the Property or this Deed of Trust. For the purposes of any action brought under this subparagraph, Trustor hereby waives the defense of laches and any applicable statute of limitations.

4.2 Payment of Costs, Expenses and Attorneys’ Fees. All reasonable costs and expenses incurred by Beneficiary pursuant to Section 4.1 (including without limitation court costs, consultants’ and attorneys’ fees, whether incurred in litigation or not and whether before or after judgment) shall bear interest at the Interest Rate, from the date of expenditure until said sums have been paid. Beneficiary shall be entitled to bid, at the sale of the Property held pursuant to subsection 4.1(e) above, the amount of said costs, expenses and interest in addition to the amount of the other Obligations hereby secured as a credit bid, which shall be deemed the equivalent of cash.

4.3 Remedies Cumulative. All rights and remedies of Beneficiary and Trustee hereunder are cumulative and in addition to all rights and remedies provided in the other Transaction Documents, at law and in equity.

4.4 Releases, Extensions, Modifications and Additional Security. Without affecting the liability of any Person for payment of any Secured Obligation secured hereby, or the lien or priority of this Deed of Trust upon the Property, Beneficiary may, from time to time, with or without notice, do one or more of the following: release any Person’s liability for the payment or satisfaction of any Secured Obligation secured hereby, make any agreement or take any action extending the maturity or otherwise altering the terms or increasing the amount of any

Secured Obligation secured hereby, and accept additional security or release all or a portion of the Property and/or other security held to secure the Obligations secured hereby.

4.5 Marshaling. Trustor hereby waives any right to require that any security given hereunder or under any other agreement securing the Obligations be marshaled and further waives any right otherwise available in respect to marshaling of assets which secure any Secured Obligation or to require Beneficiary to pursue its remedies against any such assets.

ARTICLE 5. FIXTURE FILING

5.1 Fixture Filing, Etc. Pursuant to the Security Documents, Trustor has pledged and granted to Beneficiary, and by this Deed of Trust does hereby grant to Beneficiary, a security interest in the Fixtures and that portion of the Property consisting of the items described in Exhibit B attached hereto. Without in any manner limiting the generality of any of the other provisions of this Deed of Trust: (i) some or all of the Property may be or become a fixture; (ii) the security interest created hereby under applicable provisions of the UCC will attach to all As-Extracted Collateral (including the Accounts resulting from the sale thereof at the mines located on the Mineral Properties described or to which reference is made herein or on Exhibit A); (iii) pursuant to the Security Documents and Sections 9334 and 9502 of the UCC, as applicable and as amended and recodified from time to time, this Deed of Trust also shall constitute a Fixture Filing and a financing statement covering As-Extracted Collateral and is to be recorded in the real estate records; (iv) Trustor owns an interest of record in the real property and immovable property concerned; and (v) the mailing address of Trustor, and the address of Beneficiary from which information concerning the security interest may be obtained, is set forth in Section 7.10 of this Deed of Trust.

5.2 Relation of Financing Statement to Deed of Trust. The purpose of this Article 5 is to create both a fixture filing and a financing statement covering As-Extracted Collateral under UCC Sections 9334 and 9502, as applicable. The rights, remedies and interests of Beneficiary under this Deed of Trust and the Transaction Documents are independent and cumulative, and there shall be no merger of any Encumbrance hereunder with any security interest created otherwise. Beneficiary may elect to exercise or enforce any of its rights, remedies, or interests under any or all of this Deed of Trust and the Security Documents as Beneficiary may from time to time deem appropriate.

5.3 Limitations. Except for Permitted Encumbrances, Beneficiary has not consented to any other security interest of any other Person in the Fixtures or As-Extracted Collateral and has not disclaimed any interest in the Fixtures or As-Extracted Collateral. As of the date hereof, Beneficiary has not agreed or consented to the removal of the Fixtures from the Property, and any such consent by Trustor made after the date hereof shall not be binding on Beneficiary unless such removal is permitted under the Transaction Documents.

5.4 Removal. Trustor shall not, without the prior written consent of Beneficiary, remove or permit the removal of any Fixtures from the Property, except as permitted by the Transaction Documents.

ARTICLE 6. DEFINITIONS

6.1 Defined Terms. The following terms shall have the meanings defined below for all purposes of this Deed of Trust, and the definitions shall be applicable to both the singular and the plural form of the term defined, where either of such form is used herein. Terms not defined in this Deed of Trust shall have the meaning set forth in the Loan Agreement. Terms not defined in this Deed of Trust or in the Loan Agreement shall have the meaning set forth in the Collateral Agreement.

Accounts: As defined in Section 9102 of the UCC.

Affiliate: As defined in the Loan Agreement.

Applicable Law: All controlling applicable federal, state and local statutes, regulations, ordinances and administrative rules and orders (that have the effect of law) as well as all applicable final, non-appealable judicial opinions.

As-Extracted Collateral: As defined in Section 9102 of the UCC.

Bankruptcy Code: As defined in Article 1.

Beneficiary: As defined in the first paragraph on page 1 hereof.

Contracts: All existing and future contracts, agreements, operating agreements, sharing agreements, mineral purchase and sale agreements, bottom hole agreements, acreage contribution agreements, unit agreements, contracts for the purchase, exchange, transportation, processing or sale of Minerals, rights-of-way, easements, leases, equipment leases, plans, permits, approvals, franchises, licenses and orders now or hereafter affecting any of the Mineral Properties, Operating Equipment, Fixture Operating Equipment, or Minerals now or hereafter covered hereby, or which are useful or appropriate in drilling for, mining, producing, treating, processing, handling, storing, transporting or marketing minerals produced from any of the Mineral Properties, and all as such contracts and agreements as they may be amended, restated, modified, substituted or supplemented from time-to-time.

Deed of Trust: This Deed of Trust, Security Agreement, Assignment of Production, Fixture Filing and Financing Statement, as amended, restated, supplemented or otherwise modified from time to time.

Encumbrances: As defined in the Loan Agreement.

Environmental Costs: As defined in Section 4.1(g).

Environmental Laws: As defined in the Loan Agreement.

Event of Default: As defined in the Loan Agreement.

Fixture Collateral: All of Trustor’s interest now owned or hereafter acquired in and to all Fixture Operating Equipment and all proceeds, products, renewals, increases, profits, substitutions, replacements, additions, amendments and accessions thereof, thereto or therefor.

Fixture Operating Equipment: Any of the items described in the definition of “Operating Equipment” which constitute fixtures under the Uniform Commercial Code.

Flood Insurance Regulations: the following statutes and any regulations promulgated thereunder: (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto; (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto; (c) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), as the same may be amended or recodified from time to time; (d) the Flood Insurance Reform Act of 2004; and (e) the Biggert-Waters Flood Reform Act of 2012.

Governmental Authority: As defined in the Loan Agreement.

Hazardous Substance: As defined in the Loan Agreement.

Hazardous Substances Indemnity: As defined in the Loan Agreement.

Interest Rate: As defined in the Loan Agreement.

Land: As defined in Recital A.

Loan Agreement: As defined in Recital B.

Minerals: All minerals and all products, by-products, and other substances derived therefrom or the processing thereof, and all substances produced in conjunction with such minerals, including ores, or substances of value and the products and proceeds therefrom.

Mineral Collateral: All of Trustor’s interest now owned or hereafter acquired in and to the Mineral Properties (even though Trustor’s interest therein may be incorrectly described in, or a description of a part or all of such interest may be omitted from, Exhibit A).

Mineral Properties: (a) the Land, the Mineral Interests, and all record title interests, operating rights, fee mineral interests, leasehold interests, mineral servitudes, profits a prendre, mineral royalties, term mineral interests, subleases, royalties, overriding royalties, net profits interests, production payments and similar interests or estates described in Exhibit A attached hereto, or described in the instruments described in Exhibit A, and made a part hereof for all purposes including the net revenue interests warranted on such Exhibit A and any “back-in,” any reversionary or carried interests relating to any of the foregoing; (b) all production units, and drilling and spacing units (and the Property covered thereby) which may affect all or any portion of such interests including those units which may be described or referred to on Exhibit A and any units created by agreement or designation or under orders, regulations, rules or other official acts of any Federal, state or other governmental body or agency having jurisdiction; (c) the surface interests described in Exhibit A attached hereto and made part hereof for all purposes; (d) any and all present and future interests owned or held by, or otherwise benefiting,

Trustor and arising out of, or pursuant to, any of the Contracts; (e) any other present and future interest in, to or relating to (i) all or any part of the land described in Exhibit A, the land relating to, or described in, the instruments set forth in Exhibit A or in the documents described in Exhibit A, including, without limitation, all rights and interests of Trustor in all present and future rights-of-way, easements and servitudes whether or not described in Exhibit A and located on or related the Minerals or Mineral Properties, or (ii) any of the estates, property rights or other interests referred to above; (f) any instrument executed in amendment, correction, modification, confirmation, renewal or extension of the same; and (g) all tenements, hereditaments and appurtenances now existing or hereafter obtained in connection with any of the aforesaid, including any rights arising under orders, agreements or other arrangements.

Obligations: As defined in Article 2.

Operating Equipment: All surface or subsurface machinery, equipment, facilities, supplies or other Property of whatsoever kind or nature now or hereafter located on or under any of the Land which are useful for the production, treatment, storage or transportation of Minerals, including all mines, wells, vents, shafts (including mines and wells drilled and completed, and hereafter to be drilled and completed, to recover production whether by primary, secondary, tertiary or other recovery techniques), water wells, injection wells, disposal wells, casing, tubing, rods, pumping units and engines, separators, flow lines, pipelines, tanks, gas systems, water systems, supplies, power plants, poles, cables, wires, meters, processing plants, compressors, dehydration units, lines, transformers, starters and controllers, machine shops, tools, storage yards and equipment stored therein, buildings and camps, telegraph, telephone and other communication systems, roads, loading racks, shipping facilities and all additions, substitutes and replacements for, and accessories and attachments to, any of the foregoing, and, buildings, structures, facilities, utility sheds, workrooms, substations, open parking areas, and all other structures and improvements of every kind whatsoever owned or installed by or for Trustor on the Land, and any and all additions, alterations, betterments or appurtenances thereto, and all renewals, substitutions or replacements now or at any time owned, or hereafter acquired by Trustor and situated, placed or constructed on, over or under the Land or any part thereof.

Permitted Encumbrances: As defined in Section 3.2(b).

Person: As defined in the Loan Agreement.

Personalty Collateral: all of Trustor’s interest now owned or hereafter acquired in and to (a) all Operating Equipment; (b) all Minerals severed and extracted from or attributable to the Mineral Properties; (c) all accounts (including accounts resulting from the sale of Minerals at or on the Land), contract rights and general intangibles attributable to the Mineral Properties, including all accounts, contract rights and general intangibles now or hereafter arising regardless of whether any of the foregoing is in connection with the sale or other disposition of any Minerals or otherwise, including all Encumbrances securing the same; (d) all accounts, contract rights and general intangibles attributable to the Mineral Properties and now existing or hereafter arising regardless of whether any of the foregoing is in connection with or resulting from any of the Contracts, including all Encumbrances securing the same; (e) all proceeds and products of the Mineral Collateral and any other contracts or agreements; (f) all information concerning the Mineral Properties and all wells located thereon, including title records (including abstracts of

title, title opinions, and title curative documents), geological and geophysical information and logs, electric logs, core data, pressure data, decline curves and graphical production curves, lease files, mine and well files, and other books and records (including computerized records and data); (g) any options to acquire any Mineral Collateral; (h) all as-extracted collateral; (i) all proceeds, products, renewals, increases, profits, substitutions, replacements, additions, amendments and accessions of, to or for any of the foregoing; and (j) all Contracts; and (k) all goods, inventory, profits, accounts, general intangibles, instruments, documents, chattel paper, equipment, and all other personal property of any kind or character (including “goods”, “inventory”, “accounts”, “general intangibles”, “instruments”, “documents”, “chattel paper” and “equipment” as defined in the UCC) as now or hereafter placed upon, used in connection with, arising from or otherwise related to the Land; all as more particularly described in Exhibit B hereto, provided that any failure of description in said Exhibit B shall not limit the foregoing definition.

Property: As defined in Article 1.

Required Approval: Approval required for the granting of a security interest hereunder.

Taxes: As defined in Section 3.7.

Transaction Documents: As defined in the Loan Agreement.

Transfer: Consolidation or merger with any other Person or conveyance, transfer or lease of all or substantially all assets in a single transaction or series of transactions to any Person.

Trustee: As defined in the first paragraph hereof but also including any successor trustee.

Trustor: As defined in the first paragraph hereof, but also including any subsequent owner or owners of the Property.

UCC: The Uniform Commercial Code as in effect in the State of California or other applicable jurisdiction, as amended and recodified from time to time.

ARTICLE 7. MISCELLANEOUS PROVISIONS

7.1 Non-Waiver. By accepting payment of any sum secured hereby after its due date or late performance of any Secured Obligation, Beneficiary shall not waive its right against any Person obligated directly or indirectly hereunder or on any Secured Obligation, either to require prompt payment or performance when due of all other sums and Obligations or to declare default for failure to make such prompt payment or performance. No exercise of any right or remedy by Beneficiary or Trustee hereunder shall constitute a waiver of any other right or remedy herein contained or provided by Applicable Law.

7.2 Further Assurances. Trustor shall, from time to time, including upon demand by Beneficiary or Trustee, execute, acknowledge (if appropriate) and deliver any and all

documents and instruments and do or cause to be done all further acts reasonably necessary or appropriate to effectuate the provisions hereof.

7.3 Usury Savings Clause. Nothing contained herein, in the Transaction Documents shall be deemed to require the payment of interest or other charges by Trustor in excess of the amount that may be lawfully charged. In the event Beneficiary shall collect monies which are deemed to constitute interest which would increase the effective interest rate to a rate in excess of that permitted to be charged lawfully, all such sums deemed to constitute interest in excess of the legal rate shall, upon such determination, at the option of the Beneficiary, be returned to Trustor or credited against the balance of any Secured Obligation then outstanding.

7.4 No Joint Venture. Beneficiary do not undertake or assume any responsibility or duty to Trustor or to any third party with respect to the Property. Notwithstanding any other provisions of this Deed of Trust or the Transaction Documents: (a) Beneficiary is not, and shall not be construed as, a partner, joint venturer, alter-ego, manager, controlling Person or other business associate or participant of any kind of Trustor and Beneficiary does not intend to ever assume such status; (b) Beneficiary does not intend to ever assume any responsibility to any Person for the quality, suitability, safety or condition of the Property; and (c) Beneficiary shall not be deemed responsible for or a participant in any acts, omissions or decisions of Trustor. Except to the extent caused by its own sole and direct gross negligence or willful misconduct as finally determined by a court of competent jurisdiction, Beneficiary shall not be directly or indirectly liable or responsible for any loss, claim, cause of action, liability, indebtedness, damage or injury of any kind or character to any Person or property arising from any construction on, or occupancy or use of, any of the Property, whether caused by or arising from: (i) any defect in any building, structure, grading, fill, landscaping or other improvements thereon or in any on-site or off-site improvement or other facility therein or thereon; (ii) any act or omission of Trustor or any of Trustor’s agents, employees, independent contractors, licensees or invitees; (iii) any accident in or on any of the Property or any fire, flood or other casualty or hazard thereon; (iv) the failure of Trustor, any of Trustor’s licensees, employees, invitees, agents, independent contractors or other representatives to maintain the Property in a safe condition; and (v) any nuisance made or suffered on any part of the Property.

7.5 Beneficiary’s Duties. The powers conferred on Beneficiary hereunder are solely to protect its interest in the Property and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Property in its possession and the accounting for monies actually received by it hereunder, Beneficiary shall have no duty as to any Property or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Property. Beneficiary shall be deemed to have exercised reasonable care in the custody and preservation of any Property in its possession if such Property is accorded treatment substantially equal to that which Beneficiary accords its own property, it being understood that Beneficiary shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any Property.

7.6 Rules of Construction. When the identity of the parties hereto or other circumstances make it appropriate, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. Specific enumeration of rights, powers and remedies of Trustee and Beneficiary and of acts which they may do and acts Trustor must or

must not do shall not exclude or limit the general. The headings of the paragraphs are for information and convenience and do not limit or construe the contents of any provision hereof.

7.7 Severability. If any term of this Deed of Trust, or the application thereof to any Person or circumstances, shall, to any extent, be invalid or unenforceable, the remainder of this Deed of Trust, or the application of such term to Persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term of this Deed of Trust shall be valid and enforceable to the fullest extent permitted by Applicable Law.

7.8 Successors in Interest. The terms, covenants, and conditions herein contained shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto.

7.9 Request for Notice. To the extent required by Applicable Law, Trustor hereby requests that a copy of any notice of default and/or notice of sale filed pursuant hereto be mailed to Trustor at the address set forth in Section 7.10 below.

7.10 Notices. All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), (b) by registered or certified mail with return receipt requested (postage prepaid), (c) by a recognized overnight delivery service (with charges prepaid), or (d) as a .pdf attachment to an email. Any such notice must be sent to the address set forth below or at such other address as such Person shall have specified to the other party hereto in writing. Notices will be deemed given only when actually received.

To TRUSTOR at:	Rise Grass Valley Inc.
	333 Crown Point Circle, Ste 215
	Grass Valley, CA 95945

	Attention:	Benjamin W. Mossman
	Email:	ceo@risegoldcorp.com
	Fax No.:	604-428-1124

To BENEFICIARY at:	Eridanus Capital, LLC
	201 East 5th Street, Suite 1200
	Sheridan, WY 82801

	Attention:	Daniel Oliver Jr.
	Email:	doliver@myrmikan.com
	Fax No.:	307-222-1646

To TRUSTEE at:	18 East Road
	Hampstead, NH 03841

	Attention:	Jeremy A. M. Evans
	Email:	evansjm@me.com
	Fax No.:	781-699-9714

7.11 No Oral Modification. This Deed of Trust may not be changed or terminated orally. This Deed of Trust may be modified or terminated only by a written instrument or instruments executed by Trustor and Beneficiary. Any alleged modification or termination that is not so documented shall not be effective as to any party. Any agreement made by Trustor and Beneficiary after the date of this Deed of Trust relating to this Deed of Trust shall be superior to the rights of the holder of any intervening or subordinate deed of trust, lien or encumbrance.

7.12 Recording of Deed of Trust. Trustor will cause this Deed of Trust and all amendments and supplements thereto and substitutions therefor and all financing statements and continuation statements relating hereto to be recorded, filed, re-recorded and re-filed in such manner and in such places as necessary or as Beneficiary shall reasonably request, and will pay all such recording, filing, re-recording and re-filing taxes, fees and other charges relating thereto and Trustor hereby authorizes Beneficiary to take all such action without further authorization or signature of Trustor to the extent allowed by law, at Trustor’s cost and expense.

7.13 Law Applicable To Deed of Trust. This Deed of Trust shall be construed under and interpreted in accordance with the laws of California.

7.14 Waivers.

(a) Trustor waives any rights and defenses that are or may become available to Trustor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code.

(b) Trustor understands and acknowledges that if the Beneficiary forecloses judicially or nonjudicially against any real property security for the Obligations, that foreclosure could impair or destroy any ability that Trustor may have to seek reimbursement, contribution, or indemnification from others based on any right Trustor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by Trustor under the Transaction Documents. Trustor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of Trustor’s rights, if any, may entitle Trustor to assert a defense to the Transaction Documents based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank v. Gradsky, 265 Cal. App. 2d 40 (1968). By executing this Deed of Trust, and, Trustor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that Trustor will be fully liable under the Transaction Documents even though the Beneficiary may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Obligations; (ii) agrees that Trustor will

not assert that defense in any action or proceeding which the Beneficiary may commence to enforce the Transaction Documents; (iii) acknowledges and agrees that the rights and defenses waived by Trustor in this Deed of Trust include any right or defense that Trustor may have or be entitled to assert based upon or arising out of any one or more of Sections 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or Section 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Beneficiary is relying on this waiver in creating the Obligations, and that this waiver is a material part of the consideration which the Beneficiary is receiving for creating the Obligations.

(c) Trustor waives all rights and defenses that Trustor may have because of any of the Obligations being secured by real property. This means, among other things: (i) Beneficiary may collect from Trustor without first foreclosing on any real or personal property collateral pledged by other Persons to secure the Obligations; and (ii) if Beneficiary forecloses on any real property collateral pledged by any other Person: (A) the amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) Beneficiary may collect from Trustor even if the Beneficiary, by foreclosing on the real property collateral, have destroyed any right Trustor may have to collect from any other Person. This is an unconditional and irrevocable waiver of any rights and defenses Trustor may have because any of the Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Sections 580a, 580b, 580d, or 726 of the California Code of Civil Procedure.

(d) The provisions of this Section 7.14 are hereby incorporated by reference and made a part of the Transaction Documents, as applicable to Trustor and the Beneficiary, mutatis mutandis. The foregoing waivers which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way otherwise applicable to the Transaction Documents or the Obligations.

7.15 Counterparts. This Deed of Trust shall not be effective until it is executed and delivered by Trustor and Beneficiary. This Deed of Trust may be executed in any number of counterparts, and each counterpart hereof shall be effective as to each party that executes the same whether or not all parties execute the same counterpart. If counterparts of this Deed of Trust are executed, the signature pages from various counterparts may be combined into one composite instrument for all purposes. All counterparts together shall constitute only one agreement, but each counterpart shall be considered an original.

(Signature page(s) follow)

IN WITNESS WHEREOF, Trustor and Beneficiary have executed this Deed of Trust on the day and year first set forth above.

TRUSTOR PLEASE NOTE: IN THE EVENT OF YOUR DEFAULT, CALIFORNIA PROCEDURE PERMITS TRUSTEE TO SELL THE PROPERTY AT A SALE HELD WITHOUT SUPERVISION BY ANY COURT AFTER EXPIRATION OF A PERIOD PRESCRIBED BY LAW. SEE SUBSECTION 4.1(e) ABOVE FOR A DESCRIPTION OF THIS PROCEDURE. UNLESS YOU PROVIDE AN ADDRESS FOR THE GIVING OF NOTICE, YOU MAY NOT BE ENTITLED TO OTHER NOTICE OF THE COMMENCEMENT OF SALE PROCEEDINGS. BY EXECUTION OF THIS DEED OF TRUST, YOU CONSENT TO SUCH PROCEDURE. IF YOU HAVE ANY QUESTIONS CONCERNING IT, YOU SHOULD CONSULT YOUR LEGAL ADVISOR. BENEFICIARY URGES YOU TO GIVE IT PROMPT NOTICE OF ANY CHANGE IN YOUR ADDRESS SO THAT YOU MAY RECEIVE PROMPTLY ANY NOTICE GIVEN PURSUANT TO THIS DEED OF TRUST.

TRUSTOR:	RISE GRASS VALLEY INC., a Nevada corporation

	By:
		Name: Benjamin W. Mossman
		Title: President and Chief Executive Officer

BENEFICIARY:	ERIDANUS CAPITAL, LLC, a Wyoming limited liability company

		By:	Myrmikan Capital, LLC
			a Delaware limited liability company
		Its:	Manager

			By:
				Name: Daniel Oliver Jr.
				Title: Manager

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA	)
	)	ss.
county OF _____________________	)

On ___________________, 2019 before me, _____________________________, Notary Public, personally appeared _________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Notary Public

SEAL

[Notary Page to Deed of Trust]

STATE OF NEW YORK	)
	)	ss.
county OF _____________________	)

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Notary Public

SEAL

[Notary Page to Deed of Trust]

EXHIBIT A
TO DEED OF TRUST

DESCRIPTION OF LAND AND MINERAL PROPERTIES

Surface Land

Parcel Number	Legal Description	Lot Size (Acres)
Idaho Maryland Mine Property
09-550-32	SEC 26, TWN 16N, RNG 8E, MDM, PTN N 1/2 26-16-8	20,908 SF (0.48 AC)
09-550-37	SEC 26, TWN 16N, RNG 8E, MDM, PTN NE 1/4 26-16-8	4.47 AC
09-550-38	SEC 26, TWN 16N, RNG 8E, MDM, PTN NE 1/4 26-16-8	40.1 AC
09-550-39	SEC 26, TWN 16N, RNG 8E, MDM, PTN NE 1/4 26-16-8	42,668 SF
09-550-39	344 CENTENNIAL DRIVE GRASS VALLEY, CA 95945	(0.98 AC)
09-550-40	SEC 26, TWN 16N, RNG 8E, MDM, PTN NE 1/4 26-16-8	5,662 SF (0.13 AC)
09-560-36	SEC 26, TWN 16N, RNG 8E, MDM, PTN N 1/2 SE 1/4 26-16-8	10.25 AC
09-630-37	SEC 36, TWN 16N, RNG 8E, MDM, LOT 6 BET ACRES	21.8 AC
09-630-39	SEC 36, TWN 16N, RNG 8E, MDM & SEC 31, TWN 16N, RNG 9E, MDM, LOT 7 BET ACRES	15.07 AC
Mill Site Property
06-441-03	SEC 31, TWN 16N, RNG 9E, MDM, PTN NW 1/4 of 31-16-9	15.19 AC
06-441-04	SEC 31, TWN 16N, RNG 9E, MDM, PTN 31-16-9	0.85 AC
06-441-05	SEC 31, TWN 16N, RNG 9E, MDM, PTN W 1/2 of 31-16-9	50.01 AC
06-441-34	SEC 31, TWN 16N, RNG 9E, MDM & SEC 36, TWN 16N, RNG 8E, MDM, PTN LOT 8 BET ACRES	16.01 AC

A-1

Subsurface Land

All property described in a Quitclaim Deed by Idaho Maryland Industries Inc. in favor of William Ghidotti and Marian Ghidotti, his wife as tenants in common, dated June 10, 1963. The Quitclaim Deed is located at vol. 337, pp. 175-196 in the official records of Nevada County, as recorded on June 12, 1963. The mineral rights are defined as parcels and subparcels in the Quitclaim Deed (Document #: 20170001985), as set out in the table below.

A-2

Quitclaim Deed Summary (Document #: 20170001985)

Parcel No. 1: Pertains to all minerals, gas, oil and mineral deposits of every kind and nature below a depth of 200ft (61m) from surface except where noted.

Name	Location	Reference No. (QC = Quitclaim)	Interest
J.M. English Quartz Mine	Lot No. 54, SE1/4 Sec. 25, T 16 N, R 8 E, MDM	QC 1.1 (Parcel 1, subparcel 1)	100% interest
Lucky or Agnes Quartz Mine	Lot No. 129, Sec. 25 & 36, T 16 N, R 8 E, MDM	QC 1.2 (Parcel 1, subparcel 2)	100% interest
Union Hill Quartz Mine	Lot No. 59, Sec. 25 & 36, T 16 N, R 8 E, MDM	QC 1.3 (Parcel 1, subparcel 3)	100% interest
Centennial Quartz Lode Mining Claim	Lot No. 106, Sec. 25, T 16 N, R 8 E, MDM	QC 1.4 (Parcel 1, subparcel 4)	100% interest
Halphene Quartz Lode Mining Claim	Lot No. 202, Sec. 25, T 16 N, R 8 E, MDM	QC 1.5 (Parcel 1, subparcel 5)	100% interest
“Dorothy D” Lode Mining Claim	Survey No. 5628, Sec. 25, T 16 N, R 8 E, MDM	QC 1.6 (Parcel 1, subparcel 6)	100% interest
Morning Dew Quartz Lode Mining Claim	Lot No. 130, Sec. 25, T 16 N, R 8 E, MDM	QC 1.7 (Parcel 1, subparcel 7)	100% interest
Howard Hill Lode Mining Claim	Survey No. 4613, Sec. 25, T 16 N, R 8 E, MDM	QC 1.8 (Parcel 1, subparcel 8)	100% interest

A-3

Name	Location	Reference No. (QC = Quitclaim)	Interest
(portion of) Hoxie Placer Mining Claim	Lot No. 6, Sec. 25, T 16 N, R 8 E, MDM	QC 1.9 (Parcel 1, subparcel 9)	100% interest
Cambridge Quartz Mine	Lot No. 128, Sec. 36, T 16 N, R 8 E, MDM	QC 1.10 (Parcel 1, subparcel 10)	100% interest
Gold Blossom Quartz Mine	Lot No. 3697, Sec. 36, T 16 N, R 8 E, MDM	QC 1.11 (Parcel 1, subparcel 11)	100% interest
(name not listed)	Lots No. 1, 2, 3, 4 and 5. NE1/4 of Sec. 36, T 16 N, R 8 E, MDM	QC 1.12 (Parcel 1, subparcel 12)	100% interest
(name not listed)	Fractional west half of NE1/4 of Sec. 36, T 16 N, R 8 E, MDM	QC 1.13 (Parcel 1, subparcel 13)	100% interest
(name not listed)	NW1/4 of Sec. 31, T 16 N, R 9 E, MDM	QC 1.14 (Parcel 1, subparcel 14)	100% interest
(name not listed)	SW1/4 of Sec. 31, T 16 N, R 9 E, MDM	QC 1.15 (Parcel 1, subparcel 15)	100% interest
Eureka Gold Mining Co.’s Claim	Lot No. 41, Sec. 26, T 16 N, R 8 E, MDM	QC 1.16 (Parcel 1, subparcel 16)	100% interest
Tracy Quartz Lode Mining Claim	Lot No. 193, Sec. 25, T 16 N, R 8 E, MDM	QC 1.17 (Parcel 1, subparcel 17)	100% interest
Independence Quartz Lode Mining Claim	Lot No. 120, Sec. 25, T 16 N, R 8 E, MDM	QC 1.18 (Parcel 1, subparcel 18)	100% interest
Alpha Quartz Lode Mining Claim	Lot No. 66, Sec. 25 & 26, T 16 N, R 8 E, MDM	QC 1.19 (Parcel 1, subparcel 19)	100% interest

A-4

Name	Location	Reference No. (QC = Quitclaim)	Interest
Black Hawk Extension Lode Mining Claim	Lot No. 4218 Sec. 25 & 26, T 16 N, R 8 E, MDM	QC 1.20 (Parcel 1, subparcel 20)	100% interest
A.B.C. Mine and OK Mine	Lot No. 167 and Lot No. 168, Sec. 25 & 26, T 16 N, R 8 E, MDM	QC 1.21 (Parcel 1, subparcel 21)	100% interest
Gamblers Gold and Silver Lode Mine	Survey No. 4217, Sec. 26, T 16 N, R 8 E, MDM	QC 1.22 (Parcel 1, subparcel 22)	100% interest
(name not listed)	(a) S1/2 of SE1/4; (b) NW1/4 of SE1/4; (c) S1/2 of SW1/4 and (d) NW1/4 of SW1/4 All in Sec. 24, T 16 N, R 8 E, MDM	QC 1.23 (Parcel 1, subparcel 23)	100% interest
(name not listed)	(a) N1/2 of NE1/4; (b) NE1/4 of NW1/4; (c) Lot 1 of NW1/4 of NW1/4 Sec. 25, T 16 N, R 8 E, MDM	QC 1.24 (Parcel 1, subparcel 24)	100% interest
Kentucky Quartz Mine	Lot No. 133, Sec. 25 & 26, T 16 N, R 8 E, MDM	QC 1.25 (Parcel 1, subparcel 25)	100% interest
Idaho No. 1, Idaho No. 2, Idaho No. 3, Idaho No. 5, Idaho No. 6, Idaho No. 7, Idaho No. 11, Idaho No. 12, Maryland No. 22, Maryland No. 23, Maryland No. 24, Maryland Fraction, Maryland Extension Fraction, Gold Point Fraction and Gold Point Extension Lode Mining Claims	Survey No. 5514, Sec. 25 & 26, T 16 N, R 8 E, MDM	QC 1.26 (Parcel 1, subparcel 26)	100% interest

A-5

Name	Location	Reference No. (QC = Quitclaim)	Interest
(name not listed)	(a) SW1/4 of NE1/4, (b) SE1/4 of NE1/4, Sec. 25, T 16 N, R 8 E, MDM	QC 1.27 (Parcel 1, subparcel 27)	100% interest
Baby Lode Claim and Pinafore Lode Claim	Survey No. 4216, Sec. 25, T 16 N, R 8 E, MDM	QC 1.28 (Parcel 1, subparcel 28)	100% interest
Maryland Consolidated Quartz Mining Claim comprising Maryland Lode, Maryland Extension Location Lode, and Maryland Extension Mill Site Claim	Lot No. 144, Lot No. 145 and, Lot No. 146, Survey No. 2535, Sec. 25, T 16 N, R 8 E, MDM	QC 1.29 (Parcel 1, subparcel 29)	100% interest
Maryland Extension Quartz Mine Lode	Survey 3679, NE1/4 of SE1/4 of Sec. 25, T 16 N, R 8 E, MDM	QC 1.30 (Parcel 1, subparcel 30)	100% interest
Gold Point Consolidated Gold and Silver Mining Company’s Lode Mining Claim	Lot No. 107, survey No. 1892, Sec. 25, T 16 N, R 8 E, MDM	QC 1.31 (Parcel 1, subparcel 31)	100% interest
Idaho Mill Site Claim	Lot No. 138, Sec. 26, T 16 N, R 8 E, MDM	QC 1.32 (Parcel 1, subparcel 32)	100% interest
East Eureka Lode Mining Claim	survey No. 5515, Sec. 25 & 26, T 16 N, R 8 E, MDM	QC 1.33 (Parcel 1, subparcel 33)	100% interest
Idaho Mining Company’s Claim	Lot No. 38, Survey No. 24, Sec. 26, T 16 N, R 8 E, MDM	QC 1.34 (Parcel 1, subparcel 34)	100% interest
(name not listed)	Lot No. 13, Sec. 25, T 16 N, R 8 E, MDM	QC 1.35 (Parcel 1, subparcel 35)	100% interest

A-6

Name	Location	Reference No. (QC = Quitclaim)	Interest
Grant Quartz Mine Claim	Lot No. 62, Survey No. 634, Sec. 25 & 26, T 16 N, R 8 E, MDM	QC 1.36 (Parcel 1, subparcel 36)	100% interest
(portion of) Hoxie Placer Mining Claim	Lot No. 5, SE1/4 of Sec. 25, T 16 N, R 8 E, MDM	QC 1.37 (Parcel 1, subparcel 37)	100% interest
Roannaise Lode	Lot No. 116, Sec. 23 & 26, T 16 N, R 8 E, MDM	QC 1.38 (Parcel 1, subparcel 38)	100% interest
Schofield Lode	Lot No. 37, Sec. 25 & 26, T 16 N, R 8 E, MDM	QC 1.39 (Parcel 1, subparcel 39)	100% interest
Morehouse Quartz Mine	Lot No. 53, Sec. 26, T 16 N, R 8 E, MDM	QC 1.40 (Parcel 1, subparcel 40)	100% interest
(name not listed)	“Lot Numbered Three” in NE1/4 and “Lot Numbered Seventeen” in NW1/4 of Sec. 26, T 16 N, R 8 E, MDM	QC 1.41 (Parcel 1, subparcel 41)	100% interest
(name not listed)	Lots Numbered 5 & 7 in NE1/4 of Sec. 26, T 16 N, R 8 E, MDM	QC 1.42 (Parcel 1, subparcel 42)	100% interest
(name not listed)	Lot No. 9 of NE1/4 of SW1/4 and portion of NW1/4 of SE1/4 of Sec. 26, T 16 N, R 8 E, MDM	QC 1.43 (Parcel 1, subparcel 43)	100% interest
Strip of land 40ft on either side of centerline of Nevada County Narrow Gauge Railway	NE1/4 of SW1/4 of Sec. 26, T 16 N, R 8 E, MDM	QC 1.44 (Parcel 1, subparcel 44)	100% interest
(name not listed)	Area is in NW1/4 of Sec. 25, T 16 N, R 8 E, MDM	QC 1.45 (Parcel 1, subparcel 45)	100% interest

A-7

Name	Location	Reference No. (QC = Quitclaim)	Interest
(name not listed)	Lot 3, NW1/4 of Sec. 25, T 16 N, R 8 E, MDM	QC 1.46 (Parcel 1, subparcel 46)	100% interest
(name not listed)	SE1/4 of SE1/4 of NE1/4 of Sec. 26, T 16 N, R 8 E, MDM	QC 1.47 (Parcel 1, subparcel 47)	100% interest
(name not listed)	Lot 1, portions of NE1/4 of NE1/4 and N1/2 of NE1/4 of Sec. 30, T 16 N, R 9 E, MDM	QC 1.48 (Parcel 1, subparcel 48)	100% interest
(name not listed)	Lot 4 in SW1/4 and SE1/4 of SW1/4 of Sec. 19, T 16 N, R 9 E, MDM	QC 1.49 (Parcel 1, subparcel 49)	100% interest
(name not listed)	Lot 2 of NW1/4 and SE1/4 of NW1/4; Lots 3 & 4 in SW1/4, NE1/4 of SW1/4 and W1/2 of SE1/4 of SW1/4, N1/2 of SE1/4 and S1/2 of NE1/4, all in Sec. 30, T 16 N, R 9 E, MDM	QC 1.50 (Parcel 1, subparcel 50)	100% interest
Reservoir Site	Area of SW corner of Sec. 30, T 16 N, R 9 E, MDM	QC 1.51 (Parcel 1, subparcel 51)	100% interest
portion of Biggs Placer	Lot No. 46, Survey No. 283, Sec. 36, T 16 N, R 8 E, MDM	QC 1.52 (Parcel 1, subparcel 52)	100% interest
Champion Lode Mining Claim	Survey No. 4826, in Sec. 1, T 15 N, R 8 E, and Sec. 35, T 16 N, R 8 E, MDM	QC 1.53 (Parcel 1, subparcel 53)	100% interest
Josephine Lode Mining Claim	Survey No. 4638, in Sec. 1, T 15 N, R 8 E, and Sec. 35, T 16 N, R 8 E, MDM	QC 1.54 (Parcel 1, subparcel 54)	100% interest

A-8

Name	Location	Reference No. (QC = Quitclaim)	Interest
Christopher Columbus Consolidated Quartz Mining Claim	Lots 224 & 225, Survey No. 3399, Sec. 25 & 26, T 16 N, R 8 E, MDM	QC 1.55 (Parcel 1, subparcel 55)	Undivided 3/10th interest
Parcel No. 2	Lots 2, 4A and 4B, Block 9, Townsite of East Grass Valley		100% interest in mineral rights below 100ft except Lot 4B, Block 9 which has mineral rights below 35ft from surface
Parcel No. 3	Portion of NE1/4 of SW1/4 of Sec. 26, T 16 N, R 8 E, MDM		100% interest in mineral rights below 100ft from surface
Parcel No. 4	W1/2 of SW1/4 of SE1/4 of Sec. 30, T 16 N, R 9 E, MDM		100% mineral rights below 75ft from surface
Parcel No. 5	S1/2 of SW1/4 of Sec. 29, and SE1/4 of SE1/4 of Sec. 30, T 16 N, R 9 E, MDM		100% interest in mineral rights below 75ft from surface
Parcel No. 6	E1/2 of NW1/4 of NE1/4 and E1/2 of N1/2 of SW1/4 of NE1/4 of Sec. 31, T 16 N, R 9 E, MDM		100% interest in mineral rights below 75ft from surface
Parcel No. 7	N1/2 of Lots 7 & 8 and Lots 9 & 10 in Sec. 6, T 15 N, R 9 E, and E1/2 of SE1/4 of Sec. 36, T 16 N, R 8 E, MDM		100% interest in mineral, gas and oil rights below 100ft from surface

A-9

Name	Location	Reference No. (QC = Quitclaim)	Interest
Parcel No. 8	Portion of Lot 46 on Survey 283 (Biggs Placer Mining Claim) on portions of Sec. 35 & 36, T 16 N, R 8 E, and on Sec. 1, T 15 N, R 8 E, MDM		Undivided 3/5th interest in mineral rights below 100ft from surface
Parcel No. 9	NW1/4 of SW1/4 of Sec. 36, and NE1/4 of SE1/4 of Sec. 35, T 16 N, R 8 E, MDM		Undivided 3/10th interest in all gold and precious metal rights below 100ft from surface
Parcel No. 10	SE1/4 of SE1/4 and SW1/4 of SE1/4 of Sec. 36, T 16 N, R 8 E, MDM		Undivided 9/35th interest in all gold and precious metal rights below 100ft from surface

A-10

EXHIBIT B
TO DEED OF TRUST

COLLATERAL DESCRIPTION

All of the Trustor’s rights, titles and interests in the following, whether now owned or hereafter acquired by the Trustor (collectively, the “Personalty Collateral”):

Exhibit 23.1

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated October 25, 2019, relating to the consolidated financial statements of Rise Gold Corp., which appears in Rise Gold Corp.’s Annual Report on Form 10-K for the year ended July 31, 2019 (the “10-K”).

We also consent to the reference to us under the caption “Interests of Experts” in the Prospectus.

“DAVIDSON & COMPANY LLP”

Vancouver, Canada	Chartered Professional Accountants

October 30, 2019

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