Mihai Draguleasa
About Mihai Draguleasa
Mihai Draguleasa is Chief Financial Officer and Treasurer of Rise Gold Corp., appointed November 21–22, 2024; age 44–45 at appointment. He is a Chartered Professional Accountant (Canada) with 15+ years’ experience at Deloitte LLP and Ernst & Young in Vancouver, covering financial reporting, risk management, strategy/planning, and investment evaluation; he also serves as CFO of Canagold Resources Ltd. and Valhalla Metals Inc. and Corporate Secretary of Canagold Resources Ltd. . Company performance context: FY net losses of $3.66M (2023), $3.57M (2024), and $3.26M (2025) with total shareholder return values for a $100 initial investment of $44.25 (2023), $36.56 (2024), $42.06 (2025) . EBITDA was negative each of the past three years (FY2023: -$3.30M*, FY2024: -$3.22M*, FY2025: -$1.95M*). Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deloitte LLP (Vancouver) | Public accounting (audit/assurance) | Not disclosed | Built foundational expertise in financial reporting and corporate risk management for mining/resource clients |
| Ernst & Young (Vancouver) | Public accounting | Not disclosed | Expanded skills in corporate strategy, planning, and investment evaluation in mining sector contexts |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Canagold Resources Ltd. | CFO and Corporate Secretary | Current | Provides finance leadership and governance; cross-company insights into junior mining finance |
| Valhalla Metals Inc. | CFO | Current | Finance leadership; exposure to metals/mining capital markets and operations |
Fixed Compensation
| Component | FY 2024 | FY 2025 | Notes |
|---|---|---|---|
| Base salary/consulting fees (USD) | $0 | $53,474 | First year of service begins Nov 2024 |
| Bonus (USD) | $0 | $0 | No bonus reported |
| Perquisites (USD) | $0 | $0 | Perquisites definition disclosed; none paid |
| Other cash (USD) | $0 | $0 | — |
| Total cash (USD) | $0 | $53,474 | — |
Additional consulting arrangement: Stellar Strategy Business Services Inc. (controlled by Draguleasa) provides CFO/treasurer/controller/corporate secretary personnel; monthly fee C$7,900; terminable with 60 days’ written notice; month-to-month term .
Performance Compensation
| Award Type | Grant Date | Quantity | Strike/Grant Price | Expiration | Vesting | Fair Value/Payout Recognized |
|---|---|---|---|---|---|---|
| Stock Options | Mar 26, 2025 | 60,000 | $0.10 per share | Mar 25, 2030 | Immediate | Option awards recognized in FY2025: $10,908 |
| Stock Options | May 22, 2025 | 60,000 | $0.10 per share | May 22, 2030 | Immediate | Included above |
| Stock Options | Oct 30, 2025 | 75,000 | $0.25 per share | Oct 30, 2030 | Not specified (LTIP; plan allows immediate vesting) | Post-FY event; not in FY2025 SCT |
Notes:
- All stock options under the prior plan vested immediately upon grant .
- Long-Term Incentive Plan adopted October 17, 2025 (subject to shareholder approval) introduces DSUs, PSUs, SARs and includes forfeiture/clawback-like provisions and non-transferability/anti-pledging of awards .
- No DSUs explicitly disclosed for Draguleasa in October 30, 2025 grant; Mullin received 1,000,000 DSUs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 302,928 shares; less than 1% of class (partially diluted basis on 92,370,467 shares outstanding) |
| Direct/indirect holdings | Indirect via Lazuli CPA Inc.: 121,952 shares and 60,976 warrants ($0.15 strike, expired May 8, 2025) |
| Options outstanding | 120,000 options: 60,000 @ $0.10 expiring Mar 25, 2030; 60,000 @ $0.10 expiring May 22, 2030; exercisable |
| Vested vs unvested | Options vested immediately (plan feature) |
| Pledged shares | Company “not aware of any arrangements, including any pledge…that may result in a change of control” ; LTIP prohibits pledging of awards |
| Stock ownership guidelines | Not disclosed |
| Exercises in FY2025 | None by any director or NEO |
Employment Terms
| Term | Provision |
|---|---|
| Appointment date | Announced Nov 22, 2024; effective Nov 21, 2024 |
| Role | CFO and Treasurer |
| Contract form | Consulting (Stellar Strategy Business Services Inc.), month-to-month; C$7,900/month; 60 days’ termination notice |
| Change-of-control economics | Consultant may elect, upon change of control, additional compensation: +3 months; +3 months if market cap > $5M; +6 months if > $10M; +6 months if > $20M; +18 months if > $30M (cumulative tiers) |
| Clawbacks/forfeiture | LTIP award agreements include reduction/cancellation/recoupment triggers for misconduct, policy violations, breach of restrictive covenants, etc. |
| Non-compete/non-solicit | Not disclosed |
| Garden leave/consulting post-termination | Not disclosed for Draguleasa (Mossman’s separate arrangements detailed elsewhere) |
Performance & Track Record
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Total Shareholder Return – $100 initial value | $44.25 | $36.56 | $42.06 |
| Net Income (Loss) ($000) | ($3,660) | ($3,566) | ($3,259) |
| EBITDA (USD) | ($3,302,682)* | ($3,223,579)* | ($1,947,084)* |
Values retrieved from S&P Global.
Highlights and context:
- Draguleasa’s first year in role overlapped FY2025, a year of reduced losses versus FY2024 and FY2023; company remains pre-revenue and exploration-stage .
- TSR was volatile across years; FY2025 ended higher than FY2024 but below FY2023 baseline .
Risk Indicators & Red Flags
- Late Section 16 filings: Draguleasa filed a late Form 3 and three late Form 4s; did not file Form 5 due to not yet obtaining EDGAR codes .
- Related-party arrangement: CFO services via Stellar Strategy (controlled by Draguleasa) with ongoing monthly fees; ensures continuity but introduces related-party scrutiny .
- Immediate vesting of options reduces retention lock-in; potential to exercise/sell without service-based vesting constraints (though FY2025 saw no exercises by NEOs) .
- Award non-transferability and anti-pledging reduce hedging/pledging risks at the award level .
Compensation Structure Analysis
- Cash vs equity mix: FY2025 total compensation $64,382, predominantly cash fees ($53,474) with modest option-related share-based payment ($10,908); no bonus or RSU/PSU grants .
- Shift in instruments: Options remain the primary equity instrument for Draguleasa; no PSUs/RSUs disclosed for him in FY2025 .
- At-risk pay: Equity awards are fully at-risk via stock price appreciation but vesting immediate lessens service-contingent risk .
- Clawback/forfeiture mechanics strengthened via new LTIP; awards are non-transferable and cannot be pledged .
- No evidence of option repricing or discretionary bonuses despite operational challenges .
Equity Ownership & Alignment (Detail)
| Category | Shares/Units | Notes |
|---|---|---|
| Common shares (beneficial) | 302,928 | <1% of outstanding |
| Warrants | 60,976 @ $0.15 until May 8, 2025 (expired by proxy date) | Indirect via Lazuli CPA Inc. |
| Options – exercisable | 60,000 @ $0.10 exp. Mar 25, 2030 | Vested |
| Options – exercisable | 60,000 @ $0.10 exp. May 22, 2030 | Vested |
| Options – post-FY grant | 75,000 @ $0.25 exp. Oct 30, 2030 | LTIP grant |
Compliance/guidelines:
- Stock ownership guidelines: Not disclosed for officers.
- Pledging: No pledging arrangements disclosed; LTIP prohibits pledging of awards .
Employment Terms (Detail)
| Term | Draguleasa – Stellar Agreement |
|---|---|
| Effective date | Nov 14, 2024 |
| Scope | Business advisory, finance, accounting, corporate admin; provides CFO/treasurer/controller/corporate secretary personnel |
| Fee | C$7,900/month |
| Termination | 60 days’ written notice; month-to-month ongoing |
| Change-of-control | Tiered additional compensation up to cumulative 36 months depending on market cap thresholds |
Investment Implications
- Alignment: Modest equity exposure (∼303K shares; 120K low-strike options; 75K LTIP options) provides upside participation; absence of RSUs/PSUs suggests limited performance-conditioned equity for the CFO .
- Retention risk: Immediate vesting across option grants reduces time-based retention; however, FY2025 showed no exercises, and options have long expiries to maintain alignment .
- Governance and process risk: Related-party CFO services and late Section 16 filings warrant monitoring; presence of LTIP forfeiture/clawback and anti-pledging mitigates policy risk .
- Performance backdrop: Exploration-stage losses narrowing and TSR variability underscore capital and permitting execution risks; CFO’s multi-company role may offer beneficial networks but could introduce bandwidth considerations .
S&P Global disclaimer: EBITDA values marked with an asterisk (*) were retrieved from S&P Global.