CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

• our requirement of significant additional capital;
• our limited operating history;
• our history of losses;
• our properties that are in the exploration stage;
• mineral exploration and production activities;
• our lack of mineral production from our properties;
• our exploration activities being unsuccessful;
• our ability to obtain permits and licenses for production;
• government and environmental regulations that may increase our costs of doing business or restrict our operations;
• proposed legislation that may significantly affect the mining industry;
• land reclamation requirements;
• competition in the mining industry;
• equipment and supply shortages;
• current and future joint ventures and partnerships;
• our ability to attract qualified management;
• currency fluctuations;
• claims on the title to our properties;
• surface access on our properties;
• potential future litigation;
• our lack of insurance covering all our operations;
• our Common Stock, including price volatility, lack of dividend payments and dilution;
• the impact of the COVID-19 pandemic, including impacts on employees, our operations including our ability to raise equity or debt capital, regulations resulting in potential business interruptions and travel restrictions, and the global economy; and
• the impacts of the Russian war in Ukraine and related sanctions on the global economy and on the mining industry.

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

USE OF PROCEEDS

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

SELLING STOCKHOLDERS

This prospectus covers the offering of up to 28,469,08612,840,000 Shares by selling stockholders. This includes Shares acquirable upon exercise of our outstanding warrants.

warrants and our outstanding incentive stock options.

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

"

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

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

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

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

"

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

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

*  less than 1%

(1) This table is based upon information supplied by the selling stockholders, which information may not be accurate as of the date hereof. We have determined beneficial ownership in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a selling stockholder, shares that may be acquired by the stockholder upon exercise of any convertible securities (e.g., warrants and options) that are eligible (or within the next 60 days will become eligible) to be exercised (e.g., options that are vested or will vest any time within the next 60 days) are included with respect to that stockholder. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the selling stockholders named in the table above have sole voting and investment power with respect to all shares of Common Stock that they beneficially own, subject to applicable community property laws. Applicable percentages are based on 32,787,798 shares of Common Stock outstanding on March 28, 2022, adjusted as required by rules promulgated by the SEC.

(2) Michael Gentile, President and sole owner of 9458-2855 Quebec Inc., controls these securities.

(3) Includes 1,680,000 shares issuable upon exercise of January 2022 Warrants.

(4) Benjamin Wayne Mossman is a director and officer of the company.

(5) Includes 50,000 shares issuable upon exercise of January 2022 Warrants and includes 300,000 shares issuable upon exercise of February 2022 Stock Options.

(6) Includes 125,000 shares issuable upon exercise of January 2022 Warrants.

(7) Shares issuable upon exercise of February 2022 Stock Options.

(8) Lawrence Ward Lepard, a director of the Company and the Managing General Partner of Equity Management Associates ("EMA") along with David A. Foley, the Managing Partner of EMA, controls these securities.

(9) Includes 625,000 shares issuable upon exercise of January 2022 Warrants.

(10) Shares issuable upon exercise of February 2022 Stock Options.

(11) Includes 50,000 shares issuable upon exercise of January 2022 Warrants.

(12) George W. Noyes, the beneficial owner, controls these securities.

(13) Includes 125,000 shares issuable upon exercise of January 2022 Warrants.

(14) Murray G. Flanigan, a director of the company and President of GR7 Holdings Inc., controls these securities.

(15) Includes 50,000 shares issuable upon exercise of January 2022 Warrants.

(16) John G. Proust, a director of the Company and the sole trustee of the Gwen Proust 2018 Alter Ego Trust, controls these securities.

(17) Includes 700,000 shares issuable upon exercise of January 2022 Warrants.

(18) Hanif Jamal, the President of H. Jamal Holdings Ltd., controls these securities.

(19) Includes 62,500 shares issuable upon exercise of January 2022 Warrants.

(20) Includes 125,000 shares issuable upon exercise of January 2022 Warrants.

(21) John Graham Proust is a director of the Company. See also Note (16).

(22) Shares issuable upon exercise of February 2022 Stock Options.

(23) Includes 50,000 shares issuable upon exercise of January 2022 Warrants.

(24) Includes 125,000 shares issuable upon exercise of January 2022 Warrants.

(25) Includes 62,500 shares issuable upon exercise of January 2022 Warrants.

(26) Lawrence Ward Lepard is a director of the Company. See also Note (8) and Note (39).

(27) Includes 150,000 shares issuable upon exercise of January 2022 Warrants and 100,000 shares issuable upon exercise of February 2022 Stock Options.

(28) Maria D. Furman, the beneficial owner, controls these securities.

(29) Includes 125,000 shares issuable upon exercise of January 2022 Warrants.

(30) Murray Guinn Flanigan is a director of the Company.

(31) Shares issuable upon exercise of February 2022 Stock Options.

(32) Daniel Oliver Jr., the Managing Member of Myrmikan Gold Fund LLC, controls these securities.

(33) Includes 625,000 shares issuable upon exercise of January 2022 Warrants.

(34) Robert Cunjak, the beneficial owner, controls these securities.

(35) Includes 62,500 shares issuable upon exercise of January 2022 Warrants.

(36) Includes 37,500 shares issuable upon exercise of January 2022 Warrants.

(37) Includes 62,500 shares issuable upon exercise of January 2022 Warrants.

(38) Includes 125,000 shares issuable upon exercise of January 2022 Warrants.

(39) Lawrence Ward Lepard, the Managing General Partner of EMA along with David A. Foley, Managing Partner of EMA, controls these securities.

(40) Includes 500,000 shares issuable upon exercise of January 2022 Warrants.

(41) Thomas Irving Vehrs is a director of the Company.

(42) Shares issuable upon exercise of February 2022 Stock Options.

(43) Peter Maxwell Edwards, the Managing Director of the trust, VBS Exchange Pty Ltd, controls these securities.

(44) Includes 500,000 shares issuable upon exercise of January 2022 Warrants.

(45) Vincent Wei-Jiun Boon is an officer of the Company.

(46) Shares issuable upon exercise of February 2022 Stock Options.

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

• Benjamin Mossman is a director and officer of our company.
• Eileen Au is an officer of our company
• Lawrence Lepard is a director of our company.  Mr. Lepard holds securities of our company in his personal capacity and controls securities held by (a) certain of his family members, (b) EMA GARP FUND, L.P. in his capacity as the Managing General Partner of EMA and (c) SEA VIEW Investments LLC. in his capacity as the Managing General Partner of EMA.
• John Proust is a director of our company. Mr. Proust holds securities of our company in his personal capacity and controls securities held by Gwen Proust 2018 Alter Ego Trust.
• Murray Flanigan is a director of our company. Mr. Flanigan holds securities of our company in his personal capacity and controls securities held by GR7 Holdings Inc.
• Thomas Vehrs is a director of our company.
• Vince Boon is an officer of our company.

PLAN OF DISTRIBUTION

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

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

• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
• block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;
• privately negotiated transactions;
• settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
• broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
• through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
• a combination of any such methods of sale; and
• any other method permitted pursuant to applicable law.

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

Any Shares offered by a selling stockholder by this prospectus that were acquired inupon the private placement offering that closed on March 1, 2019exercise of January 2022 Warrants remain subject to Canadian resale restrictions which provide that unless permitted under Canadian securities legislation, a selling stockholder must not trade those Shares before July 2, 2019.

May 29, 2022.  Any shares offered by a selling stockholder by this prospectus that are acquired upon the exercise of February 2022 Stock Options will remain subject to a hold period expiring June 8, 2022 in accordance with CSE policies.

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

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

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

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

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

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

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

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

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

We will pay all expenses of the registration of the Shares, estimated to be approximately US$23,249.72$23,714.07 in total, including, without limitation, SEC filing fees, expenses of compliance with state securities or “blue sky”"blue sky" laws, and legal and accounting fees; provided, however, that a selling stockholder will pay all underwriting discounts and selling commissions, if any.  We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act, in accordance with applicable registration rights agreements, if any, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the related registration rights agreement, or we may be entitled to contribution.

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

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

DESCRIPTION OF CAPITAL STOCK

Common Stock

Our authorized capital consists of 400,000,000 shares of Common Stock with a par value of $0.001 per share. As of April 10, 2019,March 28, 2022, there were 164,265,08132,787,798 shares of our Common Stock issued and outstanding.

Holders of our Common Stock have no preemptive rights to purchase additional shares of Common Stock or other subscription rights. The Common Stock carries no conversion rights and is not subject to redemption or to any

sinking fund provisions. All of our issued Common Stock is entitled to share equally in dividends from sources legally available, when, as and if declared by our Board of Directors, and upon our liquidation or dissolution, whether voluntary or involuntary, to share equally in our assets available for distribution to security holders.

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

Voting Rights

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

Dividend Policy

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

RECENT UPDATES

Benjamin W. Mossman was a director and officer of Banks Island Gold Ltd. ("Banks"), a company formerly listed on the TSX Venture Exchange that traded under the symbol "BOZ", during the time it assigned itself into bankruptcy on January 7, 2016. Banks appointed D. Manning & Associates as trustee in the bankruptcy proceedings. Subsequent to the bankruptcy, FTI Consulting of Vancouver, BC, was appointed as receiver by a major secured creditor. The trustee subsequently applied to be discharged from its role as trustee, which was granted on April 4, 2018. To the best of Mr. Mossman's knowledge, the secured creditor has taken possession of the property as of this date. To date, Banks remains undischarged from the bankruptcy proceedings.

Mr. Mossman, Banks, and two other former employees of Banks, were subject to summary conviction proceedings commenced in August 2016 for alleged violations of the British Columbia provincial Environmental Management Act (the "EMA"), the Provincial Water Act, and the federal Fisheries Act. The charges are related to the active mining operations conducted by Banks at and on Banks Island, BC during the period from 2014 to 2016. The court found Mr. Mossman not guilty and acquitted him of all, but two, charges under the EMA and Fisheries Act. For those two minor offences, the court imposed a $15,000 global fine against Mr. Mossman. All charges were dropped against one former employee and against Banks, and the court dismissed all charges against the other former employee.

Subsequent to the decision, the Crown filed an appeal regarding certain of the original determinations as they relate to Mr. Mossman. The summary conviction appeal was heard by the BC Supreme Court in May 2019.  In February 2020, the court issued its decision and ordered a new trial in the matter for Mr. Mossman and one of the former employees. However, Mr. Mossman's two convictions and $15,000 fine for minor offenses relating to the incident were also set aside by the court.  Counsel for Mr. Mossman sought leave to appeal the BC Supreme Court decision to the BC Court of Appeal, which was dismissed as part of the order for a new trial.  The Supreme Court of Canada recently dismissed Mr. Mossman's application to appeal the order for a new trial.  The new trial is scheduled to commence on April 11, 2022.  Counsel for Mr. Mossman expects the trial to be concluded by October 2022.

In a second trial, the Crown charged Mr. Mossman with obstruction of justice related to the investigation of the underlying charges laid under the EMA and the other provincial and federal environmental regulations. The court acquitted him of that charge on March 6, 2019. No appeal of the acquittal was filed by the Crown.

LEGAL MATTERS

The validity of the issuance of the Shares offered hereby has been passed upon for us by SecuritiesLawUSA, PC, Los Angeles, California.Securities Law USA, PLLC, Washington, DC.

INTERESTS OF EXPERTS

The financial statements as of July 31, 20182021 and 20172020 and for the years ended July 31, 20182021 and 20172020 incorporated by reference in this prospectus and in the registration statement have been so incorporated in reliance on the report of Davidson & Company LLP, an independent registered public accounting firm, (the report on the financial statements contains an explanatory paragraph regarding our ability to continue as a going concern), incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.

Certain portions of the description of the I-M Mine Property incorporated by reference herein were summarized or extracted from a technical report prepared in accordance with NI 43-101 dated June 1, 2017 and entitled “Technical Report on the Idaho-Maryland Project, Grass Valley, California, USA”. Those extracts were reviewed and approved by Greg Kulla, P.Geo., the Author of the report.

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

WHERE YOU CAN FIND MORE INFORMATION

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

not necessarily complete and you should read the documents that are filed as exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding of the document or matter.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read, without charge, and copy, at prescribed rates, all or any portion of the registration statement or any reports, statements or other information in the files at the public reference room at the SEC’sSEC's principal office at 100 F Street NE, Washington, D.C., 20549. You may request copies of these documents, for a copying fee, by writing to the SEC. You may call the SEC at 1-800-SEC-0330 for further information on the operation of its public reference room.  Our filings, including the registration statement, are also available to you on the Internet website maintained by the SEC at http://www.sec.gov.

INFORMATION INCORPORATED BY REFERENCE

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

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

• our Annual Report on Form 10-K for the year ended July 31, 2021, filed on October 29, 2021;
• our Quarterly Report on Form 10-Q for the quarter ended October 31, 2021, filed on December 15, 2021;
• our Quarterly Report on Form 10-Q for the quarter ended January 31, 2022, filed on March 16, 2022, and
• our Current Reports on Form 8-K filed on January 4, 2022; January 13, 2022, January 31, 2022; February 8, 2022 (two reports); February 10, 2022; February 14, 2022; February 22, 2022;

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

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

Rise Gold Corp.

Suite 650, 669 Howe Street

Vancouver, British Columbia V6C 0B4

Attn: Eileen Au

eau@jproust.ca

604-260-4577

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

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.Other Expenses of Issuance and Distribution.

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

Item 14.  Indemnification of Directors and Officers.

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

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

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

• to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the two paragraphs above, or in defense of any claim, issue or matter therein, the corporation shall indemnify him or her against expenses, including attorneys' fees, actually and reasonably incurred by him or her in connection with the defense.

NRS 78.75178.7502.3 provides that we may make any discretionary indemnification pursuant to NRS 78.7502 only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

• by our stockholders;

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

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

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

• by court order.

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

• does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in the person's official capacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to NRS 78.751.2, may not be made to or on behalf of any director or officer finally adjudged by a court of competent jurisdiction, after exhaustion of any appeals taken therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, and such misconduct, fraud or violation was material to the cause of action; and

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

Our bylaws provide that:

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

• The directors of the Company may cause the Company to indemnify an officer, employee or agent of the Company or of a corporation of which the Company is or was a shareholder (notwithstanding that he or she is also a director of the Company) and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or her and resulting from his or her acting as an officer, employee or agent of the Company or the corporation. In addition, the Company shall indemnify the secretary or assistant secretary of the Company (if he or she is not a full time employee of the Company and notwithstanding that he or she is also a director of the Company) and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or her and arising out of the functions assigned to the secretary by law or the articles of incorporation of the Company, and each secretary and assistant secretary, on being appointed is deemed to have contracted with the Company on the terms of the foregoing indemnity.

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

Item 15.  Recent Sales of Unregistered Securities.

During the past three years, we have issued the following securities without registration under the Securities Act outside the United States pursuant to the exclusion from registration provided under Rule 903 of Regulation S and inside the United States pursuant to the exemptions from registration provided Section 4(a)(2) of the Securities Act and Rule 506506(b) of Regulation D thereunder, in each case in reliance upon the representations received from the purchasers of those securities.

On May 26, 2016, we entered into a property purchase agreement with Klondike Gold Corp., a British Columbia company (“Klondike”), pursuant to which Klondike agreed to transfer to us 100% of its right, title and interest in and to certain mineral claims located in British Columbia, Canada (collectively, the “Properties”) in exchange for certain consideration, including shares of our Common Stock and warrants to purchase additional shares of Common Stock. In connection with this transaction, we issued to Klondike, on July 13, 2016, 1,500,000 shares of Common Stock and 1,500,000 common stock purchase warrants, each of which is exercisable into one share of our Common Stock at a price of $0.227 per share for a period of 24 months. On July 17, 2017, we entered into a settlement agreement with Klondike that effectively terminated the purchase agreement respecting the Properties. We issued the shares and warrants to Klondike in reliance on the exclusion from registration provided by Rule 903 of Regulation S.  Our reliance on Rule 903 was based on the fact that the securities were sold in an offshore transaction.  We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and Klondike was not a U.S. person and did not acquire the securities for the account or benefit of any U.S. person.

On August 1, 2016, we issued 400,000 shares of Common Stock to our Chief Executive Officer, Benjamin Mossman, at a deemed price of $0.15 per share as a signing bonus pursuant to Mr. Mossman’s executive employment agreement.  On August 9, 2016, and pursuant to the same agreement, we issued Mr. Mossman incentive stock options to purchase 586,600 shares of Common Stock exercisable at a price of $0.20 per share until August 8, 2021. We issued these shares and granted the stock options to Mr. Mossman in reliance on the exclusion from registration provided by Rule 903 of Regulation S.  Our reliance on Rule 903 was based on the fact that the shares were issued and the options were granted in offshore transactions. We did not engage in any directed selling efforts in the United States in connection with the issuance or the grant, and Mr. Mossman is not a U.S. person and did not acquire the shares and options for the account or benefit of any U.S. person. 

On December 23, 2016,3, 2019, we completed the sale of an aggregate of 21,044,5001,036,813 units at a price of $0.20$0.50 (C$0.70) per unit for gross proceeds of $4,208,900.$552,000 (C$725,769). Each unit consisted of one share of our Common Stock and half of one transferablenon-transferable share purchase warrant, exercisable into one share of Common Stock at a price of $0.40 until December 23, 2018. In connection with the private placement, we paid eight finders a cash commission equal to either 2% or 6%, depending on the manner of introduction, of the gross proceeds raised from investors introduced to us by those finders, for a total of $221,610, and issued an aggregate of 1,104,300 finders’ warrants, with each warrant exercisable into one share of our Common Stock at a price of $0.40 until December 23, 2018. We issued the shares and warrants in reliance on the exclusion from registration provided by Rule 903 of Regulation S for offers and sales outside of the United States and Section 4(a)(2) of the Securities Act for offers and sales in the United States and to U.S. persons.  Our reliance on Rule 903 was based on the fact that the applicable securities were sold in offshore transactions.  We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and the purchasers of those securities were not U.S. persons and did not acquire the securities for the account or benefit of any U.S. person. Our reliance on Section 4(a)(2) was based on the fact that each U.S. investor provided us with written representations regarding their status as an accredited investor, as defined in Rule 501(a) of

Regulation D under the Securities Act. Neither we, nor anyone acting on our behalf, engaged in any advertising or general solicitation in connection with the Private Placement.

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

On January 24, 2017, we completed the sale of 1,340,000 units at a price of $0.20 per unit for gross proceeds of $268,000.  Each unit consisted of one share of Common Stock and one transferable common stock purchase warrant exercisable into one share of Common Stock at a price of $0.40 until January 24, 2019. We paid three finders a cash commission equal to either 2% or 6%, depending on the manner of introduction, of the gross proceeds raised from investors introduced to us by those finders, for a total of $5,220, and issued an aggregate of 26,100 finders’ warrants, with each warrant exercisable into one share of our Common Stock at a price of $0.40 per share until January 24, 2019. We issued the shares and warrants underlying the units in reliance on the exclusion from registration provided by Rule 903 of Regulation S for offers and sales outside of the United States and Section 4(a)(2) of the Securities Act for offers and sales in the United States and to U.S. persons.  Our reliance on Rule 903 was based on the fact that the applicable securities were sold in offshore transactions.  We did not engage in any directed selling efforts in the United States in connection with the sale of those securities, and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any U.S. person.  Our reliance on Section 4(a)(2) was based on the fact that the sole U.S. investor provided us with written representations regarding his status as an accredited investor, and that neither we, nor anyone acting on our behalf, engaged in any advertising or public solicitation.

On February 6, 2017, we completed the sale of an aggregate of 455,000 units at a price of $0.25 per unit for gross proceeds of $113,750 comprising the first tranche of an offering of up to 800,000 units.  Each unit consisted of one share of our Common Stock and one transferable share purchasewhole warrant exercisable into one additional share of Common Stock at a price of $0.40$0.80 (C$1.00) until February 6, 2019.  We paid a finder a cash commission of $2,625, being 6% of the gross proceeds, and issued 10,500 finders’ warrants, being 6% of the number of units, on the funds raised from investors introduced to us by that finder.  Each warrant is exercisable into one share of our Common Stock at a price of $0.40 per share until February 6, 2019. In addition, on February 7, 2017, we granted 500,000 incentive stock options pursuant to our stock option plan to Skanderbeg Capital Advisors Inc., our investors’ relations consultants. Each of these options vested immediately and is exercisable into one share of Common Stock at a price of $0.33 per share until February 7, 2020. We issued the shares and warrants comprising the units we sold, and granted the incentive stock options and the finders’ warrants we issued, in reliance on the exclusion from registration provided by Rule 903 of Regulation S for offers and sales outside of the United States and Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder for offers and sales in the United States and to U.S. persons.  Our reliance on Rule 903 was based on the fact that the securities were sold in offshore transactions.  We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any U.S. person.  Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the sole U.S. investor in the placement provided us with written representations regarding his status as an accredited investor, and that neither we nor anyone acting on our behalf engaged in any general advertising or general solicitation.

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

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

On May 5, 2017, we completed the sale of 9,009,814 units at a price of $0.23 per unit for gross proceeds of $2,072,257.  Each unit consisted of one share of our Common Stock and one non-transferable share purchase warrant exercisable into one share of Common Stock at a price of $0.40 until May 5, 2019. We paid or accrued an aggregate of $101,772 in finders’ fees payable to two finders, being 6% of the gross proceeds raised, and issued 442,489 finders’ warrants, being 6% of the number of units sold, on the funds received from investors introduced to us by the finders.  Each warrant is exercisable into one share of our Common Stock at a price of $0.40 until May 5, 2019. We issued the shares and warrants underlying the units sold and the finders’ warrants issued in reliance on the exclusion from registration provided by Rule 903 of Regulation S for offers and sales outside of the United States and Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder for offers and sales in the United States and to U.S. persons. Our reliance on Rule 903 was based on the fact that the securities were sold in offshore transactions. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any U.S. person. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investors provided us with written representations regarding their investment intent and status as an accredited investor, and that neither we nor anyone acting on our behalf engaged in any general advertising or general solicitation.

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

On September 25, 2017,19, 2019, we completed the sale of an aggregate of 7,077,1404,582,644 units at a price of $0.15$0.53 (C$0.70) per unit for gross proceeds of $1,061,571 comprising the first tranche of an offering of up to 24,000,000 units.$2,412,281 (C$3,207,850). Each unit consisted of one share of our Common Stock and half of one transferablenon-transferable share purchase warrant, each whole warrant exercisable into one additional share of Common Stock at a price of $0.25$0.80 (C$1.00) until September 25, 2019.  We paid or accrued an aggregate of $540 in finder’s fees payable to one finder, being 6% of the gross proceeds raised, and issued 3,600 finder’s warrants, being 6% of the number of units sold, on the funds received from investors introduced to us by the finder. Each warrant is exercisable into one share of our Common Stock at a price of $0.25 until September 25, 2019.August 19, 2022. We issued the shares and warrants underlying the units sold and the finder’s warrants issued in reliance on the exclusion from registration provided by Rule 903 of Regulation S for offers and sales outside of the United States and Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder for offers and sales in the United States and to U.S. persons. Our reliance on Rule 903 was based on the fact that the securities were sold in offshore transactions. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any U.S. person. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investors provided us with written representations regarding their investment intent and status as an accredited investor, and that neither we nor anyone acting on our behalf engaged in any general advertising or general solicitation.

On December 27, 2017, we completed the sale of an aggregate of 6,417,000 units at a price of $0.15 per unit for gross proceeds of $962,550 comprising the second tranche of an offering of up to 24,000,000 units. Each unit consisted of one share of our Common Stock and one non-transferable share purchase warrant exercisable into one additional share of Common Stock at a price of $0.25 until December 27, 2019. We paid or accrued an aggregate of $55,779 in finders’ fees payable to two finders, being 6% of the gross proceeds, and issued 371,860 finders’

warrants, being 6% of the number of units sold, on the funds received from investors introduced to us by the finders. Each warrant is exercisable into one share of our Common Stock at a price of $0.25 until December 27, 2019. We issued the shares and warrants underlying the units sold and the finders’ warrants issued in reliance on the exclusion from registration provided by Rule 903 of Regulation S for offers and sales outside of the United States and Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder for offers and sales in the United States and to U.S. persons. Our reliance on Rule 903 was based on the fact that the securities were sold in offshore transactions. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any U.S. person. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investors provided us with written representations regarding their investment intent and status as an accredited investor, and that neither we nor anyone acting on our behalf engaged in any general advertising or general solicitation.

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

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

On April 18, 2018,August 21, 2019, we granted a total of 6,381,000751,284 incentive stock options pursuant to our stock option plan to various employees,directors, officers and consultants and directors including: 2,631,000461,284 to our Chief Executive Officer, Benjamin W. Mossman; 1,200,00075,000 to John Proust, a member of our Board of Directors; 300,00040,000 to our Chief Financial Officer and Treasurer, Vince W. Boon; 300,000 to our Corporate Secretary, Eileen Au; 300,000 to Alan R. Edwards, the former Chairman of our Board of Directors; 250,000 Thomas I. Vehrs, a member of our Board of Directors; and 250,00040,000 to John D. Anderson,Murray Flanigan, a member of our Board of Directors.Directors and 100,000 to Lawrence W. Lepard, a member of our Board of Directors; 10,000 to Vince Boon, our Chief Financial Officer; and 10,000 to Eileen Au, our corporate secretary. The remaining 15,000 options were granted to some of our consultants who were eligible to participate in our stock option plan.  Each option vested immediately and is exercisable into one share of our Common Stock at a price of $0.12$0.50 (C$0.70) per share until April 18, 2023.  The remaining 1,150,000 options were granted to some of our consultants who were eligible to participate in our stock option plan.August 21, 2024. We granted the options in reliance on the exclusion from registration provided by Rule 903 of Regulation S for grants outside of the United States and Section 4(a)(2) of the Securities Act for grants in the United States and to U.S. persons. Our reliance on Rule 903 of Regulation S was based on the fact that the securities were offered and sold in an offshore transaction. We did not engage in any directed selling efforts in the United States in connection with the grant of the securities and none of the persons receiving those securities was a U.S. person, nor did they acquire the securities for the account or for the benefit of any U.S. person. Our reliance on Section 4(a)(2) was based on the availability to the grantees of the incentive stock options of information regarding our company and our properties and operations and the private nature of the transactions.

On August 30, 2018,September 9, 2019 in conjunction with a debt financing, we completed the sale of an aggregate of 2,881,250 units at a price of $0.08 per unit for gross proceeds of $230,500. Each unit consisted of one share of our Common Stock and one non-transferableissued 1,150,000 share purchase warrant exercisable into one additional share of Common Stock atwarrants to a price of $0.12 until August 30, 2021. We issued the shares and warrants underlying the units sold in reliance on the exclusion from registration provided by Rule 903 of Regulation Slender as partial consideration for offers and sales outside of the United States and Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder for offers and sales in the United States and to U.S. persons. Our reliance on Rule 903 was based on the fact that the securities were sold in offshore transactions. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any U.S. person. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investors provided us with written representations regarding their investment intent and status as an accredited investor, and that neither we nor anyone acting on our behalf engaged in any general advertising or general solicitation.

On September 17, 2018, we completed the sale of an aggregate of 2,003,125 units at a price of $0.08 per unit for gross proceeds of $160,250.secured $1,000,000 (C$1,316,450) loan. Each unit consisted of one share of our Common Stock and one non-transferable share purchase warrant exercisable into one additional share of Common Stock at a price of $0.12 until September 17, 2021. We issued the shares and warrants underlying the units sold in reliance on the exclusion from registration provided by Rule 903 of Regulation S for offers and sales outside of the United States and Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder for offers and sales in the United States and to U.S. persons. Our reliance on Rule 903 was based on the fact that the securities were sold in offshore transactions. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any U.S. person. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investors provided us with written representations regarding their investment intent and status as an accredited investor, and that neither we nor anyone acting on our behalf engaged in any general advertising or general solicitation.

On October 16, 2018, we completed the sale of 17,500,000 units to one investor at a price of $0.10 per unit for gross proceeds of $1,750,000. Each unit consisted of one share of our Common Stock and one-half of one share purchase warrant. Each whole warrant entitles the holder to acquire one additional share of Common Stock at aan exercise price of $0.13$0.80 (C$1.00) until October 16, 2020.September 9, 2022. We issued the shares and warrants underlying the units in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investorlender provided us with written representations regarding its investment intent and status as an accredited investor, the availability to the lender of information regarding our company and neither we nor anyone acting on our behalf engaged in any general advertising or general solicitation. In conjunction with this investment, we issued 875,000 share purchase warrants as a finder’s fee. Each finder’s warrant entitlesproperties and operations, and the holder to acquire one share of Common Stock at an exercise price of $0.13 until October 16, 2020. We issued the finder’s warrants in reliance on the exclusion from registration provided by Rule 903 of Regulation S. Our reliance on Rule 903 was based on the fact that the finder’s warrants were issued in an offshore transaction. We did not engage in any directed selling efforts in the United States in connection with the issuanceprivate nature of the finder’s warrants, and the recipient of the finder’s warrants was not a U.S. person and did not acquire the finder’s warrants for the account or benefit of a U.S. person.

transaction.

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

On November 29, 2018,March 17, 2020, we granted a total of 2,900,00075,000 incentive stock options pursuant to our stock option plan to various employees and directors including: 1,000,000 to our Chief Executive Officer, Benjamin W. Mossman; 1,500,000 to John Proust, a member of our Board of Directors; 200,000 Thomas I. Vehrs, a member of our Board of Directors; and 100,000 to John D. Anderson, a member of our Board of Directors. The remaining 100,000 options were granted to one of our employees who wasconsultant eligible to participate in our stock option plan.  Each option vested

immediately and is exercisable into one share of our Common Stock at a price of $0.10$0.50 (C$0.70) per share until November 29,March 17, 2023. We granted the options in reliance on the exclusion from registration provided by Rule 903 of Regulation S for grants outside of the United States and Section 4(a)(2) of the Securities Act for grants in the United States and to U.S. persons. Our reliance on Rule 903 of Regulation S was based on the fact that the securities were offered and sold in an offshore transaction. We did not engage in any directed selling efforts in the United States in connection with the grant of the securities and none of the persons receiving those securities was a U.S. person, nor did they acquire the securities for the account or for the benefit of any U.S. person. Our reliance on Section 4(a)(2) was based on the availability to the grantees of the incentive stock options of information regarding our company and our properties and operations and the private nature of the transactions.

On February 14, 2019, we completed the sale of a $1,000,000 secured convertible debenture to one investor for gross proceeds of $1,000,000. The debenture had a term of six months and an annual interest rate of 12%, calculated and compounded monthly, payable in cash or units at the holder’s option, except as described below. The principal amount of the debenture and any accrued interest thereon was convertible into units at a conversion price of $0.10 per unit at any time in the sole discretion of the holder. In addition, the principal amount of the debenture would automatically be converted into units at the conversion price if, during the term of the debenture, we were able to raise proceeds of an additional $800,000 from investors other than the holder. Each unit would consist of one share of our Common Stock and one half of one transferable share purchase warrant, each whole warrant exercisable into one additional share of Common Stock at a price of $0.13 for a period of 2 years from the date of issuance. We issued the debenture and the underlying securities into which the debenture may be converted in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investor provided us with written representations regarding its investment intent and status as an accredited investor, and neither we nor anyone acting on our behalf engaged in any general advertising or general solicitation.

On March 1, 2019,July 31, 2020, we completed the sale of an aggregate of 8,225,0004,363,833 units at a price of $0.10$0.75 (C$1.00) per unit for gross proceeds of $822,500.$3,272,875 (C$4,386,200). Each unit consisted of one share of our Common Stock and half of one non-transferable share purchase warrant, each whole warrant exercisable into one additional share of Common Stock at a price of $0.13$1.00 (C$1.30) until March 1, 2021.July 31, 2022. We issued the shares and warrants underlying the units sold in reliance on the exclusion from registration provided by Rule 903 of Regulation S for offers and sales outside of the United States and Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder for offers and sales in the United States and to U.S. persons. Our reliance on Rule 903 was based on the fact that the securities were sold in offshore transactions. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any U.S. person. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investors provided us with written representations regarding their investment intent and status as an accredited investor, and that neither we nor anyone acting on our behalf engaged in any general advertising or general solicitation. In conjunction with this investment, we issued 199,50043,435 share purchase warrants as a finder’sfinder's fee.  Each finder’sfinder's warrant entitles the holder to acquire one share of Common Stock at an exercise price of $0.13$1.00 (C$1.30) until March 1, 2021.July 31, 2022. We issued the finder’sfinder's warrants in reliance on the exclusion from registration provided by Rule 903 of Regulation S. Our reliance on Rule 903 was based on the fact that the finder’sfinder's warrants were issued in an offshore transaction. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and the purchaser of the securities was not a U.S. person and did not acquire the securities for the account or benefit of a U.S. person.

On March 1, 2019,September 21, 2020, we also issued 10,049,724completed the sale of an aggregate of 333,333 units to the holderat a price of the debenture issued on February 14, 2019 resulting from the conversion$0.75 (C$1.02) per unit for gross proceeds of the principal and accrued interest.$250,000 (C$332,733). Each unit consisted of one share of our Common Stock and half of one non-transferable share purchase warrant, each whole warrant exercisable into one additional share of Common Stock at a price of $0.13$1.00 (C$1.36) until March 1, 2021.September 21, 2022. We issued the shares and warrants underlying the units sold in reliance on Rule 903 of Regulation S for offers and sales outside of the exemption from registration provided byUnited States and Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder.thereunder for offers and sales in the United States and to U.S. persons. Our reliance on Rule 903 was based on the fact that the securities were sold in offshore transactions. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any U.S. person. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investorinvestors provided us with written representations regarding itstheir investment intent and status as an accredited investor, and that neither we nor anyone acting on our behalf engaged in any general advertising or general solicitation.

On January 28, 2022, we completed the sale of an aggregate of 6,017,500 units at a price of $0.40 (C$0.50) per unit for gross proceeds of $250,000 (C$332,733). Each unit consisted of one share of our Common Stock and one transferable share purchase warrant, each warrant exercisable into one additional share of Common Stock at a price of $0.60 until January 28, 2024. We issued the shares and warrants underlying the units sold in reliance on Rule 903 of Regulation S for offers and sales outside of the United States and Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder for offers and sales in the United States and to U.S. persons. Our reliance on Rule 903 was based on the fact that the securities were sold in offshore transactions. We did not engage in any directed selling efforts in the United States in connection with the sale of the securities, and none of the purchasers of those securities was a U.S. person or acquired the securities for the account or benefit of any U.S. person. Our reliance on Section 4(a)(2) and Rule 506(b) was based on the fact that the U.S. investors provided us with written representations regarding their investment intent and status as an accredited investor, and that neither we nor anyone acting on our behalf engaged in any general advertising or general solicitation.

On February 7, 2022, we granted a total of 805,000 incentive stock options pursuant to our stock option plan to various directors, officers and employees including: 300,000 to our Chief Executive Officer, Benjamin W. Mossman; 100,000 to John Proust, a member of our Board of Directors; 100,000 to Thomas I. Vehrs, a member of our Board of Directors; 100,000 to Murray Flanigan, a member of our Board of Directors and 100,000 to Lawrence W. Lepard, a member of our Board of Directors; 40,000 to Vince Boon, our Chief Financial Officer; and 40,000 to Eileen Au, our corporate secretary. The remaining 25,000 options were granted to one of our employees who was eligible to participate in our stock option plan.  Each option vested immediately and is exercisable into one share of our Common Stock at a price of $0.65 per share until February 7, 2027. We granted the options in reliance on Section 4(a)(2) of the Securities Act. Our reliance on Section 4(a)(2) was based on the availability to the grantees of the incentive stock options of information regarding our company and our properties and operations and the private nature of the transactions.

Item 16.  Exhibits and Financial Statement Schedules.

(a) Exhibits

The Exhibits filed herewith are set forth on the Index to Exhibits filed as a part of this registration statement beginning on page II-12II-8 hereof.

Item 17.  Undertakings.

The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Vancouver, British Columbia, CanadaNevada, California, USA on April 17, 2019.

March 29, 2022.

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

EXHIBIT INDEX

_________________

* Filed herewith

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

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

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

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

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

(6) Previously included as an exhibit to our annual report on Form 10-K filed on October 29, 2019 and incorporated herein by reference

(7) Previously included as an exhibit to our annual report on Form 10-K filed on October 29, 2020 and incorporated herein by reference