Rise Gold Announces Strategic Partnership

Executive Summary

• Rise Gold entered a strategic development partnership with Morgan Hughes Energy to advance the historic Idaho‑Maryland Mine, targeting gold and critical tungsten production.
• The agreement provides for issuance of 18 million warrants at $0.40 strike price, vesting upon achievement of defined project milestones, and includes a potential $1.5 M milestone payment to Morgan Hughes.
• Oral arguments on a pending Writ of Mandamus seeking a Use Permit are scheduled for March 6 2026; the partnership aims to secure capital and regulatory support to restart production, which could create 475 jobs and generate significant tax revenue.

Key Details

• Partnership Scope: Morgan Hughes will assist Rise Gold with development planning, capital formation, and alignment with U.S. critical‑minerals initiatives for the Idaho‑Maryland Mine (historic gold producer; also historic tungsten supplier).
• Warrant Issuance: 18 million warrants to Morgan Hughes at a $0.40 per‑share strike price, expiring December 31 2029.
• 9 M warrants vest upon formal advancement within critical‑minerals or industrial frameworks.
• 4.5 M warrants vest when development support mechanisms are established for construction readiness.
• 4.5 M warrants vest upon securing material development participation or capital commitments during the agreement term.
• Milestone Payment: If material development participation/capital is secured within 36 months, Rise will pay Morgan Hughes a one‑time $1.5 M development milestone fee.
• Board Representation: Upon achievement of a qualifying development milestone, Morgan Hughes may appoint a representative to Rise’s board, provided it holds at least a 5% ownership stake.
• Reimbursement if No Milestones: Should the agreement expire without milestone achievement, Rise will pay $250 k or issue 1.8 M warrants exercisable for twelve months (by mutual agreement).
• Regulatory Context: Nevada County Board of Supervisors denied a Use Permit; Rise filed a Writ of Mandamus. Oral arguments set for March 6 2026.
• Economic Impact Claims: CEO David Watkinson projects 475 new local jobs, the mine becoming Nevada County’s largest taxpayer, and supply of critical tungsten to U.S. defense.

Notable Quotes

“The Idaho‑Maryland Mine represents a rare convergence of economic and strategic value: a historically significant high‑grade gold system that drives project economics, alongside documented tungsten mineralization developed under prior federal sponsorship.” – Gregory Bloom, CEO, Morgan Hughes

“We are pleased to partner with Morgan Hughes to advance strategic development planning, evaluate participation in applicable critical‑minerals programs, and position the project for responsible production.” – David Watkinson, President & CEO, Rise Gold