Exhibit
10.11 


 



EXECUTION
VERSION


 


Eridanus
Capital, LLC


 


(the
“Lender”)


 


-
and -


 


RISE
GRASS VALLEY INC.


 


(the
“Borrower”)


 


 


 


	LOAN
    AGREEMENT





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 




     


     


    

LOAN
AGREEMENT


 


THIS
AGREEMENT dated for reference the 30th 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.






     


    - 3 -


    


		(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.






     


    - 4 -


    

		(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.






     


    - 9 -


    

		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:





     


    - 12 -


    

		(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






     


    - 13 -


    

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.






     


    - 14 -


    

		(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.	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,



 


		B.	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,






     


    - 15 -


    

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;






     


    - 16 -


    

		(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



 


		A.	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



 


		B.	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.






     


    - 17 -


    

		(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






     


    - 18 -


    

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:



 


		A.	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;



 


		B.	any
                                         Applicable Law; or



 


		C.	any
                                         contractual obligation of the Borrower.



 


		(ii)	Result
                                         in, or require or permit:



 


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



 


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



 


		C.	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






     


    - 19 -


    

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.






     


    - 20 -


    

		(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.






     


    - 21 -


    

		(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:



 


		A.	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



 


		B.	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.






     


    - 22 -


    

		(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.






     


    - 23 -


    

		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.






     


    - 24 -


    

		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.





     


    - 25 -


    

		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;






     


    - 26 -


    

		(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.






     


    - 27 -


    

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






     


    - 28 -


    

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





     


    - 29 -


    

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






     


    - 30 -


    

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






     


    - 31 -


    

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.






     


    - 32 -


    

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.





     


    - 33 -


    

		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





     


    - 34 -


    

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





     


    - 35 -


    

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


 


		1.	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.



 


		2.	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.



 


		3.	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.


 


		4.	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.


 


		5.	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.



 


		6.	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.



 


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



 


		8.	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.



 


		9.	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):


 


		o	(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



 


		o	(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






     


     


    

		o	(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:


 


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



 


		2.	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.



 


		3.	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