10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2013

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to______.

Commission File Number: 333-149552

RIMROCK GOLD CORP.

 (Exact name of registrant as specified in charter)

NEVADA
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employee Identification No.)

3651 Lindell Rd. Suite D155

Las Vegas, NV, 89103

 (Address of Principal Executive Offices)(Zip Code)

 Registrants telephone number, including area code: 1-800-854-7970

N/A

(Former Name or Former Address if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “large accelerated filer,” “accelerated filer” and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer o	Accelerated Filer o
Non-Accelerated Filer o  (Do not check if a smaller reporting company)	Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock. As of January 24, 2014, the registrant had 36,364,627 shares of common stock issued and outstanding.

RIMROCK GOLD CORP. AND SUBSIDIARIES

FORM 10-Q

November 30, 2013

INDEX

PART I-- FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements	F-1 to F-13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13
PART II-- OTHER INFORMATION

Item 1	Legal Proceedings	14
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	15
Item 4.	Mine Safety Disclosures	15
Item 5.	Other Information	15
Item 6.	Exhibits	15
SIGNATURE		16

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

USE OF CERTAIN DEFINED TERMS

Except as otherwise indicated by the context, references in this report to “we,” “us,” “our,” the “Company,” or “Rimrock Gold” are to the combined business of Rimrock Gold Corp. and its consolidated subsidiaries, Tucana Exploration Inc. and Rimrock Mining, Inc.

In addition, unless the context otherwise requires and for the purposes of this report only

● “Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

● “SEC” refers to the United States Securities and Exchange Commission;

● “Securities Act” refers to the Securities Act of 1933, as amended;

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

RIMROCK GOLD CORP. (FORMERLY TUCANA LITHIUM CORP.) AND SUBSIDIARIES

CONTENTS

PAGE	F-2	UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS OF NOVEMBER 30, 2013 (UNAUDITED) AND AS OF AUGUST 31, 2013 (RESTATED).
PAGE	F-3	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2013 AND 2012 AND FOR THE PERIOD JUNE 5, 2003 (INCEPTION) TO NOVEMBER 30, 2013 (UNAUDITED).
PAGE	F-4	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2013 AND 2012 AND FOR THE PERIOD JUNE 5, 2003 (INCEPTION) TO NOVEMBER 30, 2013 (UNAUDITED).
PAGE	F-5 to F-13	NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

F-1

RIMROCK GOLD CORP AND SUBSIDIARIES

(A Development Stage Company)

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

AS AT

(Expressed in United States Dollars)

	November 30, 2013 (Unaudited)			August 31, 2013 (Restated)
				Note 10
ASSETS
Current Assets
Cash	$	126		$	36,449
Prepaid and sundry		7,000			80,596
Total Current Assets		7,126			117,045
Long Term Assets
Mining Property Claims (Note 5)		394,970			379,970
Equipment, net		715			758
Total Assets	$	402,811		$	497,773
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	34,037		$	8,603
Advances from a related party (Note6)		-			16,109
Shares to be issued (Note 9)		19,740			-
Total Liabilities		53,777			24,712
Going Concern (Note 3)
Contingencies and Commitments (Note 8)
Subsequent Event (Note9)
Stockholders' Equity
Common stock, $0.001 par value; Authorized 200,000,000; Issued and outstanding 35,464,627 (August 31, 2013 - 34,614,627) (Note 7)		35,465			34,615
Additional paid-in capital		3,493,935			3,367,285
Accumulated other comprehensive loss		(9,802	)		(9,802	)
Deficit accumulated during the development stage		(3,170,564	)		(2,919,037	)
Total Stockholders' Equity		349,034			473,061
Total Liabilities and Stockholders' Equity	$	402,811		$	497,773

See accompanying notes to the unaudited condensed consolidated financial statements

F-2

RIMROCK GOLD CORP AND SUBSIDIARIES

(A Development Stage Company)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in United States Dollars)

	For the Three Months Ended  November 30, 2013			For the Three Months Ended November 30, 2012			For the Period from Inception (June 5, 2003) to November 30,  2013
EXPENSES
Professional fees		234,100			40,628			2,098,500
Mineral property claims maintenance fee		7,584			-			98,724
Exploration		-			(3,783	)		119,740
Advertising and promotion		891			1,256			17,598
Telecommunications		1,540			1,281			18,595
Rent and occupancy costs		2,908			1,913			30,218
Office and general		1,962			2,502			32,066
Interest and bank charges		2,499			6,442			21,671
Depreciation		43			55			363
TOTAL OPERATING EXPENSES		251,527			50,294			2,437,475
LOSS FROM OPERATIONS		(251,527	)		(50,294	)		(2,437,475	)
Interest income		-			-			11,821
Impairment of mining property claims		-			-			(584,978	)
Impairment of convertible note receivable		-			-			(23,621	)
LOSS FROM CONTINUING OPERATIONS BEFORE TAXES		(251,527	)		(50,294	)		(3,034,253	)
Income tax		-			-			-
LOSS FROM CONTINUING OPERATIONS, NET OF TAX		(251,527	)		(50,294	)		(3,034,253	)
LOSS FROM DISCONTINUED OPERATION, NET OF TAX		-			-			(136,311	)
NET LOSS		(251,527	)		(50,294	)		(3,170,564	)
OTHER COMPREHENSIVE LOSS FROM CONTINUING OPERATIONS
Foreign currency translation adjustment		-			13
NET LOSS AND COMPREHENSIVE LOSS		(251,527	)		(50,281	)
BASIC AND DILUTED NET LOSS PER SHARE	$	(0.01	)	$	(0.01	)
WEIGHTED AVERAGE SHARES USED IN CALCULATING BASIC AND DILUTED NET LOSS PER SHARE		35,377,814			7,122,884

See accompanying notes to the unaudited condensed consolidated financial statements

F-3

RIMROCK GOLD CORP AND SUBSIDIARIES

(A Development Stage Company)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 (Expressed in United States Dollars)

	For the Three Months Ended November 30, 2013			For the Three Months Ended November 30, 2012			For the Period from Inception (June 5, 2003) to November 30,  2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(251,527	)	$	(50,294	)	$	(3,170,564	)
Less: Loss from discontinued operations, net of tax expense		-			-			136,311
Loss from continuing operations		(251,527	)		(50,294	)		(3,034,253	)
Items not affecting cash
Depreciation		43			55			363
Accretion expense on convertible notes payable		-			4,825			19,300
Accrued interest on convertible notes payable		-			-			3,274
Impairment of mineral property claims		-			-			584,978
Impairment of convertible note receivable		-			-			23,621
Loss on disposal of assets		-			-			2,762
Issuance of common stock for services		202,500			-			921,500
Issuance of common stock for rental		-			-			3,500
Write off of deferred offering costs		-			-			120,000
Change in prepaid and sundry		5,596			(9,468	)		-
Change in accounts payable and accrued liabilities		25,434			2,800			34,037
Net cash used in operating activities from continuing operations		(17,954	)		(52,082	)		(1,320,918	)
Net cash used in operating activities from discontinued operations		-			-			(114,257	)
Net cash used in operating activities		(17,954	)		(52,082	)		(1,435,175	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral property claims		-			-			(94,978	)
Disposition of equipment		-			-			4,462
Acquisition of equipment		-			-			(30,124	)
Net Cash used in investing activities		-			-			(120,640	)
CASH FLOWS FROM FINANCING ACTIVITIES
Convertible notes receivable		-			-			(21,978	)
Proceeds from convertible note payable		-			-			141,040
Repayment of convertible notes payable		-			-			(163,550	)
Advances from (to) related party		(23,109	)		-			118,000
Issuance of common stock, net of issuance costs		4,740			42,284			1,488,906
Net cash provided by (used in) financing activities		(18,369	)		42,284			1,562,418
EFFECT OF FOREIGN CURRENCY TRANSLATION		-			13			(6,477	)
NET INCREASE IN CASH		(36,323	)		(9,785	)		126
CASH, BEGINNING OF PERIOD		36,449			11,191			-
CASH, END OF PERIOD	$	126		$	1,406		$	126

See accompanying notes to the unaudited condensed consolidated financial statements

F-4

RIMROCK GOLD CORP AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (JUNE 5, 2003) TO NOVEMBER 30, 2013

(Expressed in United States Dollars)

1. ORGANIZATION AND NATURE OF OPERATIONS

Rimrock Gold is a diversified mineral exploration company focused on identifying, acquiring, advancing, and drilling high-grade gold-silver exploration projects in Nevada, and lithium exploration projects in Quebec.

Rimrock Gold Corp., formerly Tucana Lithium Corp., Oteegee Innovations Inc. and Pay By The Day Holdings Inc., (the “Company” or “Rimrock”) was incorporated in August 2007 in the State of Nevada.   On January 24, 2013, the Company filed a certificate of amendment to amend the articles of incorporation with the Nevada Secretary of State changing the Company’s name to Rimrock Gold Corp.

On October 7, 2013, Rimrock Gold Corp., and its wholly owned subsidiary, Rimrock Mining Inc., closed a purchase agreement with RMIC Gold, a private Nevada company controlled by Richard R. Redfern, to acquire an epithermal bonanza gold‑silver property known as the Ivanhoe Creek Property. Mr. Redfern is a director of the Rimrock Gold Corp., and therefore this transaction is a non-arms length transaction. Ivanhoe Creek Property consists of 22 unpatented lode‑mining claims (440 acres) situated in north‑central Nevada. In consideration for the acquisition, the Company has agreed to issue 150,000 shares of the Company's common shares to RMIC Gold.  Any mineral production from Ivanhoe Creek Property is subject to Net Smelter Returns royalties of 1% due to RMIC Gold.

The Company’s main exploration targets are for gold/silver deposits located in the State of Nevada.  The Company continues its plans to explore these properties.

The Company operates Tucana Exploration Inc. and Rimrock Mining, Inc. as wholly owned subsidiaries.

The Company operates under the web-site address www.rimrockgold.com.

2. BASIS OF PRESENTATION

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three months ended November 30, 2013 are not necessarily indicative of the results that may be expected for the year ending August 31, 2014.  For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended August 31, 2013.

The accompanying consolidated financial statements of the Company include the accounts of Rimrock Gold Corp. and its wholly owned subsidiaries. Inter-company balances and transactions have been eliminated upon consolidation.

F-5

RIMROCK GOLD CORP AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (JUNE 5, 2003) TO NOVEMBER 30, 2013

(Expressed in United States Dollars)

2. BASIS OF PRESENTATION (Continued)

The Company is considered to be in the development stage as defined in Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company has devoted substantially all of its efforts to business planning and development by means of raising capital for operations. The Company has also not realized any significant revenues. Among the disclosures required by ASC 915 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations and comprehensive loss and cash flows disclose activity since the date of the Company's inception.

3. GOING CONCERN

These consolidated financial statements have been prepared assuming the Company will continue on a going-concern basis. The Company has incurred losses since inception and the ability of the Company to continue as a going-concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. Management is actively targeting sources of additional financing to provide continuation of the Company’s operations. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing. The Company is actively seeking financing to fully execute the next phase of the Company’s exploration campaign and future acquisitions. Any capital raised will be through private placement will result in the issuance of common shares from the Company’s authorized capital. The Company believes it can satisfy minimum cash requirements for the next twelve months with either an equity financing, convertible debenture or if needed, loans from shareholders.

There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in these consolidated financial statements.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

4. RECENT ACCOUNTING PRONOUNCEMENTS

The Company’s management has evaluated all the recently issued accounting pronouncements through the filing date of these consolidated financial statements and does not believe that they will have a material effect on the Company’s consolidated financial position and results of operations.

F-6

RIMROCK GOLD CORP AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (JUNE 5, 2003) TO NOVEMBER 30, 2013

(Expressed in United States Dollars)

5. MINERAL PROPERTY CLAIMS

As at November 30, 2013, the Company had Lithium Property in the James Bay region of Quebec and Gold Property in Nevada.  These mineral properties are acquired through purchase or lease agreements and are subject to varying royalty interests and lease payments.  During the three months ended November 30, 2013, maintenance payments of approximately $7,584 (three months ended November 30, 2012 – Nil) were required to maintain these mineral properties.

Mineral property claims acquisition costs consist of the following:

	November 30, 2013		August 31, 2013
Lithium Properties (a)		-		-
Rimrock Property, West Silver Cloud and Pony Spur (b)		74,970		74,970
Silver Cloud Property (c)		305,000		305,000
Ivanhoe Creek Property (d)		15,000		-
		394,970		379,970

a.       Lithium Properties

The Company is currently exploring lithium deposits in the Abigail Lithium Property located in the James Bay region of Quebec, Canada.  As of August 31, 2013, the property consists of 178 map-designated cells totaling approximately 9,510 hectares. In addition, the Company holds 12 map-designated cells just north of the Abigail property named Lac Kame and 25 map-designated cells named EM-1.  Combined the Lac Kame property and EM-1, there are total 1,966 hectares.  On August 31, 2013, management decided to fully write down the capitalized cost of Abigail property, based on the management’s decision to not further renew the claims upon their expiration between November 2013 to November 2014.

b.       Rimrock Property, West Silver Cloud and Pony Spur

On February 11, 2013, the Company acquired interests in three prospective gold exploration properties known as the Rimrock Property, West Silver Cloud and Pony Spur, located in northeast Nevada.  The Acquired Properties are comprised of almost 2,000 acres of land and are located on or in close proximity to the Carlin Trend and Midas Trend.  At November 30, 2013, the capitalized costs totaled $74,970.

The Company acquired these interests through the issuance of 17,800,000 shares of its common stock in exchange for 100% of the shares in Rimrock Mining, Inc., a Nevada corporation.  Any mineral production from the Rimrock, West Silver Cloud, and Pony Spur Properties is subject to Net Smelter Returns royalties of 3%. Rimrock Mining, Inc. holds the interests in the properties and otherwise has nominal net assets.  In accordance with the guidance provided in ASC 805-50-30-5, the transaction has been accounted for as “Transactions between Entities under Common Control”. The acquired properties were recorded based on the carrying amounts in the accounts of the transferring entity at the date of transfer.  In addition, the Company issued 2,000,000 shares of its common stock to a consultant and paid legal charges amounting to $52,117 in connection with the transaction.  These costs have been expensed in the period incurred.

F-7

RIMROCK GOLD CORP AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (JUNE 5, 2003) TO NOVEMBER 30, 2013

(Expressed in United States Dollars)

5. MINERAL PROPERTY CLAIMS (Continued)

c.       Silver Cloud Property

On May 3, 2013, the Company entered into a purchase agreement to acquire an exploration epithermal bonanaza gold-silver property in Nevada, known as the Silver Cloud Property.  Pursuant to the Purchase Agreement, the Company acquired from Geologix a one hundred percent (100%) interest in and to: (i) the Mining Claims that compress 552 unpatented mining claims totaling 11,210 acres, and (ii) the Pescio Lease dated June 1, 1999 between Teck Resources Inc., and Carl Pescio and Janet Pescio, which requires that the Company pays $50,000 to Pescio family annually. The lease term is to June 30, 2023 with option to extend the lease term for three subsequent ten years terms.

In consideration for the Mining Claims and the Pescio Lease, the Company shall issue to Geologix 500,000 shares of the Company’s common stock (the “Rimrock Shares”) comprised of 400,000 shares to Geologix and 100,000 shares Geologix is required to assign to Teck Resources Inc.  In addition, if the Company delineates more than two million ounces of gold in proven and probable reserves on the Mining Claims, then the Company will issue a further 250,000 common shares of the Company to Geologix.  Any mineral production from the Silver Cloud Property is subject to net smelter return royalties of 2% due to Royal Gold Inc. and 3% to the underlying claim owners.  These 500,000 shares were issued during the last quarter ended August 31, 2013.  The acquired properties were recorded based on the fair value of the Company’s shares of common stock to be issued, which was determined based on a recent private placement transaction adjusted for the fair value of warrants issued under that transaction.

The Company issued 1,000,000 shares of its common stock to a consultant and paid legal charges of $30,000 in connection with the transaction.  The total transaction costs of $180,000 have been included in the cost of the assets acquired.  At November 30, 2013, the capitalized costs totaled $305,000 (2012 – Nil), including lease payment of $50,000 to Pescio family.

d.       Ivanhoe Creek Property

On October 7, 2013, the Company closed a purchase agreement with RMIC Gold to acquire an epithermal bonanza gold-silver property in Nevada known as the Ivanhoe Creek Property.  RMIC Gold is a private Nevada company controlled by Richard R Redfern, who is a director of the Company and this is a non-arm’s length transaction. Pursuant to the Purchase Agreement, the Company acquired from RMIC Gold a one hundred percent (100%) interest in and to certain properties that compress 22 unpatented mining claims totaling 440 acres.  In consideration for the acquisition, the Company has agreed to issue 150,000 shares of the Company's common shares to RMIC Gold.  Any mineral production from Ivanhoe Creek Property is subject to Net Smelter Returns royalties of 1% due to RMIC Gold.  The acquired property was valued by the fair value of the Company's share of common stock to be issued, which was based on a recent private placement transaction.

F-8

RIMROCK GOLD CORP AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (JUNE 5, 2003) TO NOVEMBER 30, 2013

(Expressed in United States Dollars)

6. RELATED PARTY TRANSACTIONS

The transactions with related parties were in the normal course of operations and were measured at the exchange value which represented the amount of consideration established and agreed to by the parties. Related party transactions not disclosed elsewhere in these consolidated financial statements are as follows:

On March 1, 2013, the Company signed a one year consulting agreement with Uptick Capital LLC. and agreed to pay the Company 3,500,000 units of common stock for market expansion and business consulting. 250,000 shares were issued in the three months ended November 30, 2013.  Ari Blaine and Simeon Wohlberg control Uptick Capital and are directors of Zahav Resources Inc.

On October 7, 2013, the Company closed a purchase agreement with RMIC Gold, a private Nevada company controlled by Richard R. Redfern, who is a director of the Company. The Company has agreed to issue 150,000 common shares as consideration for 100% interest of the Epithermal bonanza gold-silver property known as the Ivanhoe Creek Property.

Consulting fees paid to Mr. Starkman for the three months ended November 30, 2013 were $2,622 (three months ended November 30, 2012 – $7,500).

7. COMMON STOCK

In September 2013, the Company issued 850,000 shares of common stock for consulting services rendered at $0.15 per share.

On October 7, 2013, the Company closed a purchase agreement to acquire the Ivanhoe Creek Property, and has agreed to issue 150,000 shares of its common stock to RMIC Gold as the consideration for the purchase. These shares are expected to be issued in the next quarter.

In November, 2013, the Company received $4,740 in exchange for 50,000 shares of common stock at $0.095 per share.  These shares are expected to be issued in the next quarter.

F-9

RIMROCK GOLD CORP AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (JUNE 5, 2003) TO NOVEMBER 30, 2013

(Expressed in United States Dollars)

8.   CONTINGENCIES AND COMMITMENTS

The Company is committed under lease agreements for the exclusive right to explore, develop and mine on the Silver Cloud Property. The minimum annual future lease payments are $50,000 until year 2023 with total commitments of $500,000.

In accordance with the Abigail Purchase Agreement, the Company will also owe to the selling group of the Abigail Property the following contingent payments:

·   After spending a total amount of $2,500,000 on the property, $250,000 and an additional 125,000 shares of the Company’s common stock shall be delivered to the selling group.

·   After spending a total amount of $5,000,000 on the property, a further $250,000 and 125,000 shares of the Company’s common stock shall be delivered to the selling group.

·   If a feasibility study is put in place an additional $250,000 and 125,000 shares of the Company’s common stock shall be delivered to the selling group.

·   If a bankable feasibility is put in place a further $500,000 and 250,000 shares of the Company’s common stock shall be delivered to the selling group.

In accordance with the Lac Kame and EM-1 Purchase Agreement, the Company will also owe to the selling group of the properties the following contingent payments:

·   After spending a total amount of $1,000,000 on the property, $50,000 and an additional 125,000 shares of the Company’s common stock shall be delivered to the selling group.

·   After spending a total amount of $2,500,000 on the property, a further $100,000 and 250,000 shares of the Company’s common stock shall be delivered to the selling group.

·   After spending a total amount of $5,000,000 on the property, a further $150,000 and 125,000 shares of the Company’s common stock shall be delivered to the selling group.

If the Company reaches commercial production, it is also subject to a 3% net smelter returns royalty payable to the selling groups in the Abigail Purchase Agreement and the Lac Kame EM-1 Purchase Agreement.

In accordance with the Rimrock, West Silver Cloud and Pony Spur Property purchase agreement, any mineral production these properties is subject to net smelter return royalties of 3%.

In accordance with the Silver Cloud Property purchase agreement, if the Company delineates more than two million ounces of gold in proven and probable reserves on the Mining Claims, then the Company will issue a further 250,000 common shares of the Company to Geologix.  Any mineral production from the Silver Cloud Property is subject to net smelter return royalties of 2% due to Royal Gold Inc. and 3% to the underlying claim owners.

In accordance with the Ivanhoe Creek Property purchase agreement, any mineral production from Ivanhoe Creek Property is subject to net smelter return royalties of 1% due to RMIC Gold.

9. SUBSEQUENT EVENT

In December 2013, the Company issued 150,000 shares to complete the acquisition of Ivanhoe Creek Property.

In December 20, 2013, the Company issued 750,000 shares for consulting services rendered.

F-10

RIMROCK GOLD CORP AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (JUNE 5, 2003) TO NOVEMBER 30, 2013

(Expressed in United States Dollars)

10.   RESTATEMENT OF PRIOR YEAR’S COMPARATIVE FINANCIAL STATEMENTS

The Company has made adjustments to its consolidated balance sheet, consolidated statement of operations and comprehensive loss, and its consolidated statement of cash flows at August 31, 2013 due to an adjustment to the valuation of mining property claims.  The company originally accounted for the acquisition of mineral assets rights as a "Purchase of Assets" under the guidance of ASC 505 in which the acquired property were recorded based on the fair value of Company's shares of common stock issued, which was determined based on a recent private placement transaction adjusted for fair value of warrants issued under that transaction. In further review, the company determined that the property was under common control at the date of the acquisition. Therefore the transaction should have been accounted for as an exchange of assets between entities under common control. The guidance ASC 805-50-30-5 requires the entity receiving the equity interests to initially measure the recognized assets and liabilities transferred at the carrying amounts in the accounts of the transferring entities at the date of transfer.

Reconciliation of Consolidated Balance Sheet as at August 31, 2013

	Previously stated			Adjustments			Restated
ASSETS
Current Assets
Cash	$	36,449					$	36,449
Prepaid and sundry		80,596						80,596
Total Current Assets		117,045						117,045
Long Term Assets
Mining Property Claims		3,327,117			(2,947,147	)(1)		379,970
Equipment, net		758						758
Total Assets	$	3,444,920			(2,947,147	)	$	497,773
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	8,603					$	8,603
Advances from a related party		16,109						16,109
Shares to be issued		-						-
Total Liabilities		24,712						24,712
Stockholders’
Common stock, $0.001 par value; Authorized 200,000,000; Issued and outstanding 35,464,627 (August 31, 2013 – 34,614,627)		34,615						34,615
Additional paid-in capital		5,962,315			(2,595,030	)(2)		3,367,285
Accumulated other comprehensive loss		(9,802	)					(9,802	)
Deficit accumulated during the development stage		(2,566,920	)		(352,117	)(3)		(2,919,037	)
Total Stockholders’ Equity		3,420,208			(2,947,147	)		473,061
Total Liabilities and Stockholders’ Equity	$	3,444,920			(2,947,147	)	$	497,773

(1)   Assets originally recorded at fair value were adjusted to record at carrying value due to acquiree under common control and to expense acquisition costs incurred.

(2)   Adjustment due to original recording of assets at fair value.

(3)   Adjustment arises from the incorrect capitalization of acquisition costs.

(4)   Acquisition costs paid in common stock.

(5)   Acquisition costs paid in cash.

F-11

Reconciliation of Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss as at November 30, 2013

	For the Period from Inception (June 5, 2003) to November 30,						For the Period from Inception (June 5, 2003) to November 30,
	2013			Restatement			2013
EXPENSES
Professional fees		1,746,383			352,117	(3)		2,098,500
Mineral property claims maintenance fee		98,724						98,724
Exploration		119,740						119,740
Advertising and promotion		17,598						17,598
Telecommunications		18,595						18,595
Rent and occupancy costs		30,218						30,218
Office and general		32,066						32,066
Interest and bank charges		21,671						21,671
Depreciation		363						363
TOTAL OPERATING EXPENSES		2,085,358			352,117			2,437,475
LOSS FROM OPERATIONS		(2,085,358	)		(352,117	)		(2,437,475	)
Interest income		11,821						11,821
Impairment of mining property claims		(584,978	)					(584,978	)
Impairment of convertible note receivable		(23,621	)					(23,621	)
LOSS FROM CONTINUING OPERATIONS BEFORE TAXES		(2,682,136	)		(352,117	)		(3,034,253	)
Income tax		-						-
LOSS FROM CONTINUING OPERATIONS, NET OF TAX		(2,682,136	)		(352,117	)		(3,034,253	)
LOSS FROM DISCONTINUED OPERATION, NET OF TAX		(136,311	)		-			(136,311	)
NET LOSS		(2,818,447	)		(352,117	)		(3,170,564	)
OTHER COMPREHENSIVE LOSS FROM CONTINUING OPERATIONS

F-12

Reconciliation of Unaudited Condensed Consolidated Statement of Cash Flows as at November 30, 2013

	For the Period from Inception						For the Period from Inception
	(June 5, 2003) to						(June 5, 2003) to
	November 30,						November 30,
	2013			Restatement			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,818,447	)		(352,117	)(3)	$	(3,170,564	)
Less: Loss from discontinued operations, net of tax expense		136,311						136,311
Loss from continuing operations		(2,682,136	)		(352,117	)		(3,034,253	)
Items not affecting cash
Depreciation		363						363
Accretion expense on convertible notes payable		19,300						19,300
Accrued interest on convertible notes payable		3,274						3,274
Impairment of mineral property claims		584,978						584,978
Impairment of convertible note receivable		23,621						23,621
Loss on disposal of assets		2,762						2,762
Issuance of common stock for services		621,500			300,000	(4)		921,500
Issuance of common stock for rental		3,500						3,500
Write off of deferred offering costs		120,000						120,000
Change in prepaid and sundry		-						-
Change in accounts payable and accrued liabilities		34,037						34,037
Net cash used in operating activities from continuing operations		(1,268,801	)		(52,117	)		(1,320,918	)
Net cash used in operating activities from discontinued operations		(114,257	)					(114,257	)
Net cash used in operating activities		(1,383,058	)		(52,117	)		(1,435,175	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral property claims		(147,095	)		(52,117	)(5)		(94,978	)
Disposition of equipment		4,462						4,462
Acquisition of equipment		(30,124	)					(30,124	)
Net Cash used in investing activities		(172,757	)		(52,117	)		(120,640	)
CASH FLOWS FROM FINANCING ACTIVITIES
Convertible notes receivable		(21,978	)					(21,978	)
Proceeds from convertible note payable		141,040						141,040
Repayment of convertible notes payable		(163,550	)					(163,550	)
Advances from (to) related party		118,000						118,000
Issuance of common stock, net of issuance costs		1,488,906						1,488,906
Net cash provided by (used in) financing activities		1,562,418			-			1,562,418
EFFECT OF FOREIGN CURRENCY TRANSLATION		(6,477	)					(6,477	)
NET INCREASE IN CASH		126			-			126
CASH, BEGINNING OF PERIOD		-						-
CASH, END OF PERIOD	$	126			-		$	126

F-13

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

The Company has incurred losses since inception and the ability of the Company to continue as a going-concern depends upon its ability to raise adequate financing and develop profitable operations. Management is actively targeting sources of additional financing to provide continuation of the Company’s operations. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing. If we cannot generate sufficient revenues from our services or raise adequate, we may have to delay the implementation of our business plan.

The Company is actively seeking financing for its current projects. The Company is optimistic that the financing will be secured and the going concern risk will be removed. We are in discussions with various parties and believe a successful financing is likely. Any capital raised will be through either a private placement and will result in the issuance of shares of common stock from the Company’s authorized capital or through issuance of a convertible debenture. 

On January 24, 2013, the Company filed a Certificate of Amendment to its Articles to change its name from “Tucana Lithium Corp.” to “Rimrock Gold Corp.”

On February 11, 2013, the Company effected a 1-for-8 reverse split (the “Reverse Split) of the issued and outstanding shares of the common stock. Except as otherwise indicated, all of the share and per share information referenced in this Report has been adjusted to reflect the Reverse Split of our common stock.

Plan of Operation: Quebec

Abigail Lithium Property, Quebec

The Company's Quebec exploration target in 2014 is expected to be the Abigail Lithium Property (the “Abigail Property”) situated within and adjacent to Nemaska Exploration's Whabouchi Lithium discovery (as referenced in the Form 8-K filed with the SEC on December 3, 2010). The Abigail Lithium Project is located in the James Bay, Quebec region and is made up of 95 map-designated cells totaling approx 5,000 hectares.  They are covered by NTS sheets 320/12. The Abigail Property is located in a gneissic formation between the Lac des Montagnes volcano-sedimentary belt and the Champion Lake granitoids.  The principal exploration target for the Abigail Property is lithium-bearing spodumene and the Abigail Property is on strike with the high-grade spodumene-bearing pegmatite located on the Whabouchi property. The Abigail Property is underlain by the same gneissic formation that hosts the Lac Arques SW pegmatite showings with 1,189 ppm Th and 563 ppm U3O8. Magmatic NI-Cu type deposit associated with ultramafic intrusions may also be found. The Whabouchi spodumene-bearing pegmatite is located in a low magnetic anomaly on the flank of a medium magnetic high. A high magnetic anomaly located about one km north of the Whabouchi pegmatite can be interpreted as an ultramafic intrusion. An airborne survey over the Abigail Property could lead to the discovery of the same magnetic signature and help locate pegmatite and ultramafic intrusions of the Whabouchi and Nisk-1 type. In addition, the Abigail Property is easily accessible with year round roads, electrical power intersecting the Abigail Property from the town of Nemaska, cell phone service throughout the region, and a local airport in the town of Nemaska.

Nemaska's Whabouchi deposit continues to confirm high-grade channel samples illustrating the width of the main mineralized zone. Furthermore, Nemaska has recently announced it is partnering with Chengdu Tianqi. Tianqi isthe largest lithium battery material provider in China that uses spodumene concentrate as its raw material to produce lithium carbonate and has extensive expertise in lithium products. This relationship validates Nemaska's deposit and signals the strong potential for their lithium assets in the James Bay region.

On June 13, 2011, the Company entered into a geological and management services agreement (the “Exploration Agreement”) with Nemaska Exploration Inc. (“Nemaska”) to coordinate and execute the Company’s Summer 2011 exploration program.  The exploration campaign was led by geologist Yves Caron. Mr. Caron is currently Vice-President Exploration for both Nemaska Exploration and Monarques Resources and has been a member of the Ordre des Gйologues du Quйbec since 2001.  The Exploration Agreement term which was for a period of six months has expired and the Company is currently negotiating to renew the contract at a future date. 

1

Nemaska provided exploration services to the Company subject to the schedule of fees below. 

Position	Cost per day
Sr. consultant - QP services	$	1000
Project manager – i.t. geologist	$	600
Student geologist	$	450
Geologist assistant	$	350

The Company had committed to an initial exploration work budget of a minimum of $300,000 to commence no later than May 16, 2011. The Company announced on June 27, 2011 it started its first phase of the exploration campaign on the Abigail Property. The program commence date was delayed due to poor weather conditions in the region. The program was carried out with a team of six people including two geologists and four technicians under a service agreement with Nemaska. The work program covered geological reconnaissance of approximately 2,500 hectares, mostly in the central and north part of the property. In addition, the Company focused its efforts on the same geological corridor east of the Whabouchi lithium deposit consisting of twelve kilometers on the same geological trend. The purpose of the exploration program was mainly to locate mineralized pegmatites, but also any other kind of economic mineralization. The Company has completed its geological and prospecting program on approximately 15% of the Property for approximately $175,000, following the budgeted schedule listed below.

On September 19, 2011 the Company obtained the airborne magnetic survey for the Abigail Property from the Ministry of Natural Resources in Quebec. The airborne survey encompasses the entire Property covered by NTS Sheets 32O12 and 32O13 in the Lac Des Montagnes and Lac Abigail region of Quebec. The airborne survey will locate the ultramafic intrusions if they exist, the basalt and/or ultramafic remnants, the contrast between the gneiss and Champion Lake granitoids and, if the magnetic contrast with the encasing rocks is strong enough, the pregmatites. The Company believes the airborne survey is a critical step in the development of the Abigail Property. The Company had budgeted $150,000 for the survey, and fortunately was able to obtain the report from the Ministry of Natural Resources at a zero cost base. The Company retained the services of Donald Theberge, a professional engineer, to fulfill a Canadian NI43-101 report on its field operations, and to review the survey in respect to the planning of Phase II (discussed in details below) of the Company's exploration campaign. The Nemaska report in conjunction with the airborne survey has allowed the Company to prepare a plan and budget for Phase II of the exploration campaign on the Abigail Property.  Phase II of the exploration campaign will involve a geological survey and prospecting program covering the targets to be defined by the airborne survey.

On November 4, 2011, the Company received the NI 43-101 report (the “Report”) summarizing the analysis of the airborne survey and containing the details and results from the Nemaska exploration campaign in June 2011.  The reconnaissance geology program was carried out on the property by Nemaska on behalf of the Company. More than 2,000 GPS points were recorded and 39 samples were taken and analyzed. Samples were mainly taken from pegmatites, but also from granitoid, gabbro, basalts and diab ases.  Samples were taken where mineralization was seen or suspected, like pegmatite and rusted and/or silicified zones, and when sulphides were observed.  Samples were analyzed by ALS Minerals, located at 1322, rue Harricana, Val-d’Or (Quйbec).  Two grab samples returned slightly anomalous results. The first, numbered 18070, is from a pegmatite visually containing 1% Mo, which returned 292 ppm Mo and 466 ppm Rb. The second, numbered 18005, is from a pink pegmatite and returned 151.5 ppm Nb, 24 ppm Sm and 147.5 ppm Ta.

No drilling has been conducted by the Company since it purchased the Abigail Property.  According to the Report, the magnetic/gradiometric airborne survey released in September 2011, observed at least three families of magnetic lineaments. The first is oriented at about 070 °, and outlines the north boundary of the Lac des Montagnes volcanic belt. The second is oriented at approximately 040 ° and is located in the paragneiss. The third is oriented NW/SE and has been mapped in the field as a regional diabase dyke.  At this point, the most interesting magnetic feature is the magnetic lineament located on the south part of the property, which seems to outline the north boundary of the volcanic belt. In 1987, Westmin detected several Dighem EM anomalies along this lineament, but did not follow up. This horizon can be fertile, mainly for sulphide-type mineralization.

The Company believes the Abigail Property has good potential for both rare earths in pegmatites and for sulphide deposits in volcanics.  In addition, the airborne survey has found magnetic anamalies for kimberlite targets.   Several kimberlite targets were discovered in the immediate vicinity of the Property, from one to three kilometers to the north/west of the Property. On May 11, 2012, the Company entered into an Asset Purchase Agreement to acquire 37 mining claims relevant to these kimberlite targets.

2

To fully explore the potential of the Property, a two-phase program is recommended. It is described in the proposed budget shown below:

Phase I (Compilation, geophysical and geological surveys and sampling with 2000 m of drilling)

Work	Quantity	Unit	Unit Cost		Total
Compilation of the EM Input (SDBJ) and Dighem (2007) anomalies (location of anomalies and interpretation)					$	10,000
Line cutting (cut every 100 m and picketed every 25 m) on the main coincident Mag and EM anomalies. Provision of 125 km	125	km	$	550	$	68,750
Ground geophysics, EM (MaxMin) and Mag	125	km	$	350	$	43,750
Geology and prospecting on the cut lines and on the north part of the property (including room and board, transportation, etc.)					$	100,000
Stripping, trenching and sampling, all inclusive					$	50,000
Drilling on the target to be defined ($225/m, all inclusive)	2,000	m	$	225	$	460,000
Report update, NI 43-101 and for statutory purposes					$	10,000
Contingency, estimated at 10%
					TOTAL PHASE I		$	805,750
Phase II
Provision of 5,000 m of drilling to test the targets defined during Phase I	5,000	m	$	225	$	1,125,000
Report update, NI 43-101 and for statutory purposes					$	12,000
Contingency, estimated at 10%					$	113,700
					TOTAL PHASE II		$	1,250,700
					TOTAL PHASE I AND II		$	2,056,450

In December 2011, the Company staked an additional 83 claims in the James Bay region of Quebec. The claims are 100% owned by the Company and registered in the name of the Company’s subsidiary, Tucana Exploration Inc. The property is made up of 83 map-designated cells totaling 4,439 hectares with 82 claims covered by NTS sheets 32O12 and 1 claim covered by NTS sheets 32N09. The cost of staking the claims was $8,215. The claims will expire in November 2013 and exploration work in the amount of $100,000 will be required upon renewal. The Company secured the additional claims based upon the NI 43-101 technical report and the magnetic and gradiometric airborne survey released by the Quebec Ministry of Natural Resources in September 2011. The Lac des Montagnes formation is the most fertile rock in this area for massive sulfides, and it is the same kind of volcano-sedimentary belt you would find in the Rouyn-Noranda and Val d'Or area yet more metamorphosed. The gradiometric magnetic survey shows magnetic anomalies are present on the property and should be further investigated. 

In March 2012, the Company renewed 71 mineral claims on the Abigail Property based upon the exploration work reported in the summer of 2011. These claims will expire between April and May 2014 and exploration work in the amount of $84,000 will be required upon renewal. In addition, the Company has dropped 85 mineral claims located on the northern perimeter of the property. The Company's decision was based upon the results from the exploration program in the summer 2011 and a review of the airborne magnetic survey. The majority of the claims are located in the Lac des Montagnes volcano-sedimentary formation, and its immediate surrounding area. This is the most fertile ground in the area, and resembles the Abitibi greenstone volcano-sedimentary formations. The Company believes it has kept the most promising portion of the Property based upon the geology reports. The Property now consists of 220 map-designated cells totaling approximately 11,400 hectares within and adjacent to Nemaska Lithium's Whabouchi discovery.

In October 2013, the Company elected to drop 83 Abigail claims and currently holds 95 Abigail claims.

In March 2012, the Company also retained the services of Gestion SDM Inc. to represent the Company and manage all of the Company's mineral claims with the Department of Natural Resources in Quebec and has terminated the agreement as of August 2013.

3

The Company believes the Report facilitates further development of the Abigail Property and will utilize such report to plan and coordinate the next phase of the Company's exploration program. The Company is currently negotiating financing in the amount of $1,000,000 to further explore the Property. The Company will review the survey, and begin to coordinate and plan Phase II of the exploration campaign once the funds are secured. Any capital raised will be through either a private placement or a convertible debenture and will result in the issuance of common shares from the Company’s authorized capital.

Lac Kame and EM-1Properties, Quebec

In addition to the Abigail Property, the Company closed an Lac Kame and EM-1 Purchase Agreement to acquire a One Hundred (100%) interest in two mining properties known as the Lac Kame and EM-1 both located in the James Bay, Quebec region of Canada. It is covered by NTS sheets 32O13. The property is made up of 37 map-designated cells totaling 1,961 hectares. The claims will expire in November 2013 and exploration work in the amount of $44,000 will be required upon renewal. The Company's main interest with the newly acquired claims will be magnetic anomalies for kimberlite based upon the airborne magnetic survey released in October 2011.   The Company plans on raising an addition $150,000 to commence an initial exploration campaign designed to discover the precise location of drill test targets identified by the aireborne electromagnetic (“EM”) data.  Each identified target will be surveyed with ground EM instruments to insure that the character of the anomaly is consistent with known kimberlites.  The Company has elected to let these claims expire in November 2013.

Plan of Operation: Nevada

On February 11, 2013, the Company closed an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Tucana Holdings Inc., a Nevada corporation and wholly-owned subsidiary of the Company (“Holdings”), and Rimrock Mining, Inc., a Nevada corporation (“Rimrock”), pursuant to which Holdings merged with and into Rimrock, and Rimrock became a wholly-owned subsidiary of the Company. Pursuant to the terms of the Merger Agreement, the Company acquired all the interest in three prospective gold exploration properties known as the Rimrock, West Silver Cloud and Pony Spur properties, located in northeast Nevada  (the “Acquired Properties”) and issued 17,800,000 shares of the Company’s Common Stock, to the sellers of the Acquired Properties as consideration for such properties. Any mineral production from the Acquired Properties is subject to net smelter return royalties of 3% to the previous claim owners. The Acquired Properties are comprised of almost 2,000 acres of land and are located on or in close proximity to the Carlin Trend and Midas Trend in Elko, Nevada.

On February 13, 2013, the Company completed an Initial Closing of a “best efforts min-max” private offering of a minimum of $500,000 up to a maximum $1,000,000 with a group of accredited investors for total gross proceeds to us of $502,000.  The proceeds from the financing will be used exclusively for the newly acquired Nevada properties.

The Company’s plan in the coming months includes additional exploration research and operations on the Rimrock, West Silver Cloud, and Pony Spur gold-silver properties. A detailed program of geologic mapping and local geochemical sampling and analysis has been conducted on the Rimrock property, and a new geophysical exploration program of Controlled Source Audio Magnetotellurics has been designed and will commence in the coming months. These programs are designed to help the Company to refine its drilling targets at the Rimrock property. The Company will also begin on a revised 43-101 compliant technical report for the Rimrock property after the geophysics program has been completed. Core drilling of gold-silver Midas and Carlin-style drill targets is contemplated to begin in late 2013. Further data compilation work and interpretive geological and geophysical analyses are being conducted on the West Silver Cloud and Pony Spur properties. The preparation of revised technical reports of the West Silver Cloud and Pony Spur properties will be completed in late 2013. No drilling is expected for the West Silver Cloud and Pony Spur properties in 2013.

On April 18, 2013, the Company announced that it has completed an initial geological mapping and geochemical sampling program on the Rimrock gold-silver property in Elko County, Nevada. The purpose of this property evaluation was to develop a surface map of the property with regard to lithology, alteration, vein and structural kinematics and report on observations. The new geologic mapping has shown that the Rimrock gold property contains a large-scale, multiple-fault dilation zone gold-silver target situated just north of the Hollister Mine.

The survey covered 10.9 line Km east-west across the property, with four survey lines spaced 250 to 400 meters apart, encompassing all of the previously identified mineralization targets on the property. The CSAMT data were acquired using a 50 meter electric-field receiver dipole, and one CSAMT transmitter, of a grounded dipole configuration. Initial interpretations of the CSAMT survey validate the mineralization model developed by the Company's technical team, and include the following observations:

-- The previously identified "Dilation" gold-silver target on surface along the major "IC Fault Zone" has been verified at depth by the survey.

-- The siliceous mineralization associated with the "Dilation" target has been interpreted to be constrained by steeply dipping near-vertical fault zones.

-- These fault zones are interpreted to be up to 150 meters in width, representing one of the widest gold-silver targets in the entire Midas-Hollister region, potentially hosting near-surface bulk-mineable gold mineralization.

-- The location of older Paleozoic basement rocks has been identified to be between 275 and 375 meters below surface, confirming the mineralization model developed by Company geologists.

4

The Paleozoic basement is likely part of the siliceous "Upper Plate" Vinini Formation package that lies beneath surface volcanic rocks, and above the Roberts Mountain Thrust fault package that separates the Vinini from "Lower Plate" sedimentary rocks. This "Lower Plate" sedimentary unit is known to host the large Carlin-style gold deposits situated further south at the Goldstrike-BlueStar-Carlin mine complex. The Paleozoic rocks at Rimrock are believed to have been domally uplifted to the surface, immediately west of the property boundary. As a result, the mineralized layer with Carlin-style gold potential could be much closer to the surface at Rimrock than at Hollister or at Midas. An updated evaluation of the northwest extension of the Carlin trend has been recently completed, and the Rimrock project is interpreted to lie directly in the heart of this projection of the prolific gold-bearing trend.

Overall, the new CSAMT data appear to provide a much clearer basis for defining the presence, geometry, and depth extensions of the northerly-trending structures at Rimrock that contain opalite-cinnabar (mercury sulfide) mineralization. The Company is continuing to further interpret the survey data, with the help of Wright Geophysics. The final interpretations will be used to design new exploration drillholes at Rimrock.

The principal epithermal Midas style gold-silver target was validated and even augmented by the new geologic mapping and sampling. Seventeen new samples were taken and analyzed, to further investigate alteration and mineralization seen on the property. These new detailed sample data show anomalous gold (to 13 ppb Au), silver (to 0.87 ppm Ag), antimony (to 5.5 ppm Sb), arsenic (to 39.5 ppm As), mercury (to 327 ppm Hg), selenium (to 6.5 ppm Se), and thallium (to 3.45 ppm Tl), which could be associated with Midas and Carlin-style gold-silver deposits along certain major fault structures on the property. These were surface spot rock chip samples taken well above the zone where anomalous gold values would be expected to occur.  See full table below.

The "Dilation" target was formulated based upon new geologic mapping and geochemical sampling by the Company’s chief consulting geologist. The "Dilation" was formed when the northeast-trending IC Fault "jogged" to the east, forming a dilated rhomboidal shaped block in the jog area, which allowed hydrothermal fluids to more easily migrate upward and cause mercury-arsenic mineralization and alteration at the ground surface. Two small-scale mercury mines are situated in the southwestern part of this "Dilation" fault intersection block at Rimrock. The Dilation target at Rimrock shows highly altered, faulted, silicified felsic tuffaceous volcanic rocks at the surface, overlain by post-mineral rhyolitic flow domes similar to those near the Hollister Mine. The altered rocks locally show significant amounts of opaline silica and local mercury minerals, and local veining that crosscuts these rocks.

Newmont drilled several very shallow rotary drillholes in the project area in 1984 searching for near-surface disseminated gold mineralization. The “top elevations” of epithermal Midas-Hollister type gold-silver targets at Rimrock likely start at 150 to 300 metre depths below surface. The main zone of ore grade gold-silver mineralization at Midas is at least 500 metres in height, below the “top elevations”.  Local small poddy bodies of mineralization may occur above this "top elevation" level as at Midas. Rimrock Gold's exploration efforts are focused upon discovery of deeper Midas and Hollister Mine style gold-silver mineralization, 125 to 300 metres below the surface. The elevations of ore zones at Hollister will be used to help guide exploration on the Rimrock property.

On May 3, 2013, Rimrock Gold entered into a Purchase Agreement with Geologix to acquire an exploration epithermal bonanaza gold-silver property in Nevada known as the Silver Cloud Property.  Pursuant to the Purchase Agreement, the Company acquired from Geologix a one hundred percent (100%) interest in and to: (i) certain properties that compress 552 unpatented mining claims totaling 11,210 acres (the Mining Claims comprised of the Geologix Claims and the Pescio Claims), and (ii) a lease agreement dated June 1, 1999 between Geologix USA as successor to Teck Resources Inc., and Carl Pescio and Janet Pescio in respect of those Mining Claims held by Pescio. The Company is also required to pay $50,000 to the Pescio family annually. The lease term is to June 30, 2023 with option to extend the lease term for three subsequent ten years terms.

In consideration for the Mining Claims and the Pescio Lease, the Company shall issue to Geologix 500,000 shares of the Company’s Common Stock comprised of 400,000 shares to Geologix and 100,000 shares Geologix is required to assign to Teck Resources Inc.  In addition, if the Company delineates more than two million ounces of gold in proven and probable reserves on the Mining Claims, then the Company will issue a further 250,000 common shares of the Company to Geologix. Any mineral production from the Silver Cloud Property is subject to net smelter return royalties of 2% due to Royal Gold Inc. and 3% to the underlying claim owners.

The 500,000 shares were issued on May 5, 2013.  The acquired properties were recorded based on the fair value of the Company’s shares of common stock issued, which was determined based on a recent private placement transaction adjusted for the fair value of warrants issued under that transaction.

Currently, our VP of Exploration and our advisory board are reviewing all of the data and reports received from Geologix Exploration on the Silver Cloud property.  The Company expects to have an exploration plan prepared in the coming months.

5

Rimrock Property

The Rimrock property is a Midas-style gold-silver property situated in the Midas (“Northern Nevada Rifts”) gold trend and also directly along a domed up portion of the Carlin Gold Trend, 8 Km northwest of Waterton Global’s Hollister gold-silver mine, and 16 Km east southeast of Newmont's Midas Mine property. The Rimrock property comprises 54 lode claims that cover approximately 1,080 acres. The Hollister Mine has reserves of more than 1,000,000 ounces of high grade gold grading in excess of 1 ounces per ton gold. The Midas Mine had initial mineable reserves of more than 3M oz. of high-grade gold and 25M oz. of silver. The Rimrock property has three old mercury mines in the area, with one situated directly on top of the main gold ore target, which lies at a major fault intersection. The Paleozoic rocks at Rimrock have been domally uplifted to be present at surface, immediately west of the property boundary. Consequently, the rocks with Carlin-style gold potential could be much closer to the surface than at Hollister or at Midas. Anomalously elevated Carlin-only trace element thallium was found in three samples at Rimrock. This represents a geochemical leakage-upward anomaly of thallium and arsenic. The Company is now focused upon the discovery of relatively shallower Midas style gold-silver deposits.

In April 2013, announce that it has completed an initial geological mapping and geochemical sampling program on the Rimrock gold-silver property in Elko County, Nevada. The new geologic mapping has shown that the Rimrock gold property contains a large-scale, multiple-fault dilation zone gold-silver target situated just north of the Hollister Mine. 

The principal epithermal Midas style gold-silver target was validated and even augmented by the new geologic mapping and sampling. Seventeen new samples were taken and analyzed, to further investigate alteration and mineralization seen on the property. These new detailed sample data show anomalous gold (to 13 ppb Au), silver (to 0.87 ppm Ag), antimony (to 5.5 ppm Sb), arsenic (to 39.5 ppm As), mercury (to 327 ppm Hg), selenium (to 6.5 ppm Se), and thallium (to 3.45 ppm Tl), which could be associated with Midas and Carlin-style gold-silver deposits along certain major fault structures on the property. These were surface spot rock chip samples taken well above the zone where anomalous gold values would be expected to occur. More detailed geochemical data from this program may be found in Rimrock Gold's upcoming 10Q report.

The "Dilation" target was formulated based upon new geologic mapping and geochemical sampling by Rimrock's chief consulting geologist. The "Dilation" was formed when the northeast-trending IC Fault "jogged" to the east, forming a dilated rhomboidal shaped block in the jog area, which allowed hydrothermal fluids to more easily migrate upward and cause mercury-arsenic mineralization and alteration at the ground surface. Two small-scale mercury mines are situated in the southwestern part of this "Dilation" fault intersection block at Rimrock. The Dilation target at Rimrock shows highly altered, faulted, silicified felsic tuffaceous volcanic rocks at the surface, overlain by post-mineral rhyolitic flow domes similar to those near the Hollister Mine. The altered rocks locally show significant amounts of opaline silica and local mercury minerals, and local veining that crosscuts these rocks.

Newmont drilled several very shallow rotary drillholes in the project area in 1984 searching for near-surface disseminated gold mineralization. The "top elevations" of epithermal Midas-Hollister type gold-silver targets at Rimrock likely start at 150 to 300 metre depths below surface. The main zone of ore grade gold-silver mineralization at Midas is at least 500 metres in height, below the "top elevations".  Local small poddy bodies of mineralization may occur above this "top elevation" level as at Midas. Rimrock Gold's exploration efforts are focused upon discovery of deeper Midas and Hollister Mine style gold-silver mineralization, 125 to 300 metres below the surface. The elevations of ore zones at Hollister will be used to help guide exploration on the Rimrock property.

In April 2013, the Company also announced that its contractor Zonge Engineering has completed a new Controlled Source Audio Magnetotelluric ("CSAMT") geophysical resistivity survey on the Company's Rimrock gold-silver project. CSAMT surveys have previously been very successful in delineating lithological boundaries and major fault zones in the region, including at the Hollister mine.

Zonge Engineering completed a 4-line survey covering 10.9 line Km east-west across the project property, spaced 250 to 400 meters apart, encompassing numerous geological targets previously identified by the Company's technical team. The Company is presently interpreting the data with the help of Wright Geophysics. The final interpretations will be used to help select new exploration drilling targets at Rimrock.

Preliminary analysis of the raw CSAMT data appears to provide an excellent basis for defining and interpreting potentially mineralized structures at Rimrock. Some of these structural zones appear to be much wider than previously thought, including the previously identified "Dilation" Midas-style gold-silver target. The CSAMT survey also appears to have better defined the lithological boundary between the older Paleozoic basement rocks and the overlying volcanic rocks present at the surface, along with the geometry of faulting in the property area.

The Paleozoic rocks at Rimrock have been domally uplifted to the surface, immediately west of the property boundary, with Vinini Formation sedimentary rocks present. As a result, the mineralized layer with Carlin-style gold potential could be much closer to the surface than at Hollister or at Midas. Fault feeders for gold are critical in defining where both Midas- and Carlin-style gold mineralized bodies lie, and CSAMT has been proven as an excellent, cost-effective technique to identify fault feeders in the region. An updated evaluation of the northwest extension of the Carlin trend has just been completed, and the Rimrock property is interpreted to lie directly in the heart of this projection of the prolific gold-bearing trend.

In May 2013, the Company announced that its geophysics consultant Wright Geophysics has provided the Company with an initial interpretation of the recently completed Controlled Source Audio Magnetotelluric ("CSAMT") geophysical resistivity survey on the Company's wholly-owned Rimrock gold-silver property in Elko County, Nevada. The Rimrock property is strategically located in a highly mineralized epithermal gold-silver district, 7 Km northwest of Rodeo Creek's Hollister mine, and 16 Km southeast of Newmont's Midas mine.

6

The survey covered 10.9 line Km east-west across the property, with four survey lines spaced 250 to 400 meters apart, encompassing all of the previously identified mineralization targets on the property. The CSAMT data were acquired using a 50 meter electric-field receiver dipole, and one CSAMT transmitter, of a grounded dipole configuration. Initial interpretations of the CSAMT survey validate the mineralization model developed by the Company's technical team, and include the following observations:

● The previously identified "Dilation" gold-silver target on surface along the major "IC Fault Zone" has been verified at depth by the survey.

● The siliceous mineralization associated with the "Dilation" target has been interpreted to be constrained by steeply dipping near-vertical fault zones.

● These fault zones are interpreted to be up to 150 meters in width, representing one of the widest gold-silver targets in the entire Midas-Hollister region, potentially hosting near-surface bulk-mineable gold mineralization.

● The location of older Paleozoic basement rocks has been identified to be between 275 and 375 meters below surface, confirming the mineralization model developed by Company geologists.

The Paleozoic basement is likely part of the siliceous "Upper Plate" Vinini Formation package that lies beneath surface volcanic rocks, and above the Roberts Mountain Thrust fault package that separates the Vinini from "Lower Plate" sedimentary rocks. This "Lower Plate" sedimentary unit is known to host the large Carlin-style gold deposits situated further south at the Goldstrike-BlueStar-Carlin mine complex. The Paleozoic rocks at Rimrock are believed to have been domally uplifted to the surface, immediately west of the property boundary. As a result, the mineralized layer with Carlin-style gold potential could be much closer to the surface at Rimrock than at Hollister or at Midas. An updated evaluation of the northwest extension of the Carlin trend has been recently completed, and the Rimrock project is interpreted to lie directly in the heart of this projection of the prolific gold-bearing trend.

Overall, the new CSAMT data appear to provide a much clearer basis for defining the presence, geometry, and depth extensions of the northerly-trending structures at Rimrock that contain opalite-cinnabar (mercury sulfide) mineralization. The Company is continuing to further interpret the survey data, with the help of Wright Geophysics. The final interpretations will be used to design new exploration drillholes at Rimrock.

In July 2013, the Company announced that it has identified and selected five new drill sites for drilling. The new drill sites were defined through interpretation of geological, geochemical, and geophysical data collected on the project by various former property owners and option-holders over the past 35 years. The Company's management team has identified several mineralization targets along the IC Fault system, including the large Dilation Zone located between two well-defined faults representing a 100 meter wide drill target area. The Company plans to drill-test the area of convergence of these two faults at the northern and southern ends of the Dilation Zone. The Rimrock project has never been drill-tested specifically for the Midas-style gold-silver mineralization envisioned by the Company's management. Rock samples from a recently completed surface sampling program at the project show anomalous values of several indicator metals typically associated with Midas-Hollister gold deposits, including arsenic and selenium.

In conclusion the Company's comprehensive database for the Rimrock project provides a much clearer basis for defining the presence, geometry, and depth extensions of north-south trending structures that contain opalite-cinnabar (mercury sulfide) mineralization. The Company is planning to drill these initial targets, upon posting the requisite reclamation bond and receiving the drill-permit from the U.S. Bureau of Land Management.

These gold-silver targets at the Rimrock property have never been drill tested at depth for Midas-Hollister style gold-silver mineralization, nor for Carlin-style gold mineralization. The Company expects that the Rimrock property offers potential to hold a large, high-grade, underground mineable Midas-Hollister-type Low Sulfidation gold-silver deposit.

7

Final Report - Job No: 12-338-08679-01

Sample	Au		Ag		Ce		Hf		La		Hg		Hg		Hg		Al		As		Ba		Be		Bi		Ca		Cd		Co		Cr		Cs		Cu
Designation	ppb		ppm		ppm		ppm		ppm		ppb		ppm		ppb		%		ppm		ppm		ppm		ppm		%		ppm		ppm		ppm		ppm		ppm
	Au-1AT-AA		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		Hg-AR-OR-CVAA		Hg-AR-TR-CVAA		Hg-AR-TR-CVAA		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT
RMR-01	<5			0.27		6.83	<0.1			6.1				28.16		28160		0.24		1.5		618		3.22	<0.01			0.07		0.05		0.6		308		0.28		2
RMR-02	<5			0.41		47.47	<0.1			26.7				0.11		108		4.47		12.6		305		7.76		0.87		0.33		0.19		1		150		5.17		7.6
RMR-03	<5			0.39		83.04		0.1		52.9				0.15		147		4.9		6.1		174		5.65	<0.01			0.32		0.17		0.9		159		4.08		5.3
RMR-04		13		0.12		22.53	<0.1			15.6				19.53		19525		0.79		14.9		580		0.74		1.21		0.11		0.2		1		260		1.3		7.5
RMR-05	<5			0.21		2.57		2.5		1.6				68.5		68502		0.17	<0.2			726		0.59	<0.01			0.06		0.1		1		531		0.24		2.2
RMR-06	<5			0.14		0.31		1.1		0.5		327116	>100		>100000			0.07	<0.2			41		1.07	<0.01			0.02		0.07		2.6		626		0.07		2.5
RMR-07	<5			0.1		23.18		0.6		15.9				5.12		5120		1.33		39.5		820		1.25		0.98		0.18		0.22	<0.1			239		1.01		5.2
RMR-08	<5			0.44		4.83		2.7		2.9		311326	>100		>100000			0.3		1.4		644		0.16	<0.01			0.05		0.17		2.3		520		0.24		3.8
RMR-09	<5			0.32		82.42		5.8		46.5				10.23		10229		8.91		4.7		903		4.14		1.76		1.42		0.17		3.1		26		5.13		14.4
RMR-10		8		0.23		6.96	<0.1			3.6				84.94		84943		0.37		16		2004		1.13		0.8		0.11		0.42		0.5		314		0.86		5.1
RMR-11	<5			0.37		64.77		2.5		36				19.74		19740		4.37		8.3		891		3.07		1.03		0.47		0.44		0.6		39		4.71		10.3
RMR-12	<5			0.26		3.51		0.3		2.4		276411	>100		>100000			0.2	<0.2			400		0.18		1.28		0.04		0.12		1.3		722		0.29		3.1
RMR-13	<5			0.05		1.57		1.6		1.3				0.72		721		0.42	<0.2			152	<0.05		<0.01			0.15		0.06		0.5		77		0.76		0.6
RMR-14		7		0.26		116.99		2.1		54.8				6.76		6758		5.08		25.3		1274		0.56	<0.01			0.11		0.07		0.2		70		1.13		7.1
RMR-15	<5			0.53		61.74		6.4		32.1				4.21		4212		6.08		19.1		1654		0.41	<0.01			0.53	<0.02			1.2		25		2.5		40.3
RMR-16		6		0.87		58.16		3.8		31.7				0.22		220		6.51		5.3		75		10.43	<0.01			0.29		0.2		0.6		123		9.27		5.8
RMR-17	<5			0.8		68.43		3.4		34.5				0.14		137		5.25		5.8		469		7.4	<0.01			0.24		0.12		0.4		148		5.76		3.9
RMR-18	<5			0.87		32.35		4.2		17.7				0.14		145		5.45		6.6		1103		7.64		3.11		0.31		0.13		0.7		179		5.1		4.6

Final Report - Job No: 12-338-08679-01
Sample	Fe		Ga		Ge		In		K		Li		Mg		Mn		Mo		Na		Nb		Ni		P		Pb		Re
Designation	%		ppm		ppm		ppm		%		ppm		%		ppm		ppm		%		ppm		ppm		ppm		ppm		ppm
	50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT
RMR-01		0.82		1.68	<0.05		<0.01			0.04		3.6		0.04		69		1.49		0.03	<0.1			6.1		45		3.2	<0.002
RMR-02		2.3		15.56		0.09		0.07		2.68		61.1		0.12		308		1.86		1.78		13.2		4.4		409		43.8		0.024
RMR-03		1.28		15.92		0.26		0.04		3.16		26.4		0.04		163		2.83		1.92		15.5		4.1		633		29.2		0.026
RMR-04		2.14		3.82		0.12		0.03		0.26		2.2		0.04		116		2.14		0.04		4.1		4.3		315		16.9		0.009
RMR-05		1.03		1.3		0.17	<0.01			0.05		1.1		0.02		102		0.71		0.03		7.1		8.6		63		3.6	<0.002
RMR-06		1.26		0.43		0.5	<0.01			0.03		0.6	<0.01			79		0.4		0.01	<0.1			9		22	<0.5			0.004
RMR-07		6.37		5.05		0.6		0.07		0.44		2.3		0.13		90		5.81		0.03		3.5		4		391		13.3		0.01
RMR-08		1.28		1.39		0.3	<0.01			0.06		2.2		0.03		205		0.93		0.02		7.6		8		64		3.7		0.005
RMR-09		3.03		18.22		0.31		0.07		1.37		21.5		0.98		315		0.23		0.8		8.4		4.9		544		21.1		0.019
RMR-10		6.38		5.34		1.66		0.06		0.11		1.3		0.03		64		4.14		0.02		3.7		4		179		34.7		0.01
RMR-11		2.44		13.11		0.35		0.09		1.15		13.1		0.49		97		3.56		0.35		12.8		1.4		478		29.1		0.008
RMR-12		2.73		1.87		0.41		0.01		0.06		1.9		0.02		107		2.5		0.03		3.6		10.1		108		33		0.007
RMR-13		0.51		1.16		0.08	<0.01			0.11		0.5		0.03		60		0.45		0.03	<0.1			1.9		32		13.8		0.006
RMR-14		1.71		15.32		0.32		0.09		0.42		10.8		0.01		23		4.82		0.11		12.5		1.4		1013		23.9		0.01
RMR-15		4.95		19.53		0.16		0.13		0.42		8.1		0.89		129		0.91		0.12		16.6		2.1		281		21.8		0.016
RMR-16		1.49		21.83		0.33		0.07		4.09		51.5		0.07		127		1.74		2.83		35.8		3.3		281		54.8		0.025
RMR-17		1.2		17.08		0.35		0.17		3.48		46		0.12		123		2.34		1.89		34.1		4.1		185		49.9		0.017
RMR-18		1.09		16.94		0.26		0.18		3.3		36.9		0.17		90		3.27		2.01		38.6		4.3		182		52.7		0.012

8

Final Report - Job No: 12-338-08679-01
Sample	Sb		Sc		S		Se		Rb		Sn		Sr		Ta		Te	Th		Ti		Tl		U		V		W		Y		Zn		Zr
Designation	ppm		ppm		%		ppm		ppm		ppm		ppm		ppm		ppm	ppm		%		ppm		ppm		ppm		ppm		ppm		ppm		ppm
	50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT	50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT		50-4A-UT
RMR-01		1.45		0.2		0.034	<1.0			0.3		3.3		25		1.06	<0.05		2.7		0.034		0.49		16.6		6	<0.1			8.8	<2			24.9
RMR-02		1.71		1.3		0.011		2.5		190.1		6.6		40.4		0.74	<0.05		20.7		0.046		1.45		14.4		26	<0.1			80.8		135		26.2
RMR-03	<0.05			1.1		0.021		2.5		175.7		5.1		29.2		0.54	<0.05		21.4		0.047	<0.02			25.5		10	<0.1			73.9		54		26
RMR-04		0.98		3.3		0.386	<1.0			9.4		1.6		72.9	<0.05		<0.05		5.2		0.279		0.11		9.3		40	<0.1			13		3		53.2
RMR-05		2.76		1.5		0.025	<1.0			0.4		1.3		16.5		0.16	<0.05		0.4		0.089		1.54		12.4		4	<0.1			3.9	<2			164.2
RMR-06		3.98		1.4		0.012		3.2	<0.1			0.6		3.7	<0.05		<0.05	<0.2			0.12		0.58		13.3		3	<0.1			0.8	<2			100.3
RMR-07		3.78		5.2		0.3	<1.0			11.4		1.5		126.5	<0.05		<0.05		6.3		0.234		0.14		4.3		197	<0.1			28.9		4		117.3
RMR-08		1.9		3.1		0.036		1.6		1.3		1.9		23.4		0.52	<0.05		1.3		0.153		0.73		6.2		10	<0.1			5	<2			172.2
RMR-09	<0.05			10.7		0.366		1.8		97.9		3		253.7		0.17	<0.05		11.3		0.39		1.26		4		54	<0.1			40.5		91		300.4
RMR-10		3.6		7.4		0.111		6.5		4.5		2		77.4	<0.05		<0.05		8.2		0.317		0.68		17.8		89	<0.1			29.4		5		59.9
RMR-11	<0.05			4.5		1.098	<1.0			46.2		4.1		163.8		0.57	<0.05		11.4		0.408		2.08		3.2		39	<0.1			17.9		69		183.4
RMR-12		3.98		2.6		0.027	<1.0			1.8		1.1		12.5	<0.05		<0.05		1.4		0.229		0.68		8.3		36	<0.1			5.6	<2			61.6
RMR-13	<0.05			3.5		0.01	<1.0			1.2		1		31.5	<0.05		<0.05		0.4		0.13		0.23		7.7		5	<0.1			3.1		3		179.1
RMR-14	<0.05			6.9		0.837		2.1		5.3		3.6		535.4		0.47	<0.05		18.1		0.187		1.27		6.8		33	<0.1			29.8		7		108.7
RMR-15	<0.05			6.3		0.341	<1.0			26.4		3.5		71.7		0.2	<0.05		14.3		0.249		1.03		4.4		48	<0.1			42.1		81		320.8
RMR-16	<0.05			1		0.017		2.9		309.1		12.8		18.7		2.12	<0.05		34.2		0.048		3.45		7.4		11	<0.1			78.5		88		77.9
RMR-17	<0.05			0.5		0.017		1.8		245.4		10.7		35.9		1.48	<0.05		30.1		0.039		2.46		8.6		13		0.2		70.5		81		77.1
RMR-18		1.84		0.7		0.036	<1.0			219.2		18.7		58.6		2.18	<0.05		33		0.043		2.24		8.2		9		0.7		34.4		44		95.1

West Silver Cloud

The West Silver Cloud property is a Midas-style gold-silver property situated 12 Km southwest of Waterton Global’s Hollister gold-silver mine, and 22 Km southeast of Newmont's Midas Mine property. The nearby Silver Cloud Mine is an old, open-pit mercury mine situated on top of Placer Dome’s main gold-silver ore target, which carries high-grade, drill-indicated gold mineralization. The West Silver Cloud property comprises 38 lode claims that cover approximately 760 acres. West Silver Cloud has never been tested by drilling, and we believe offers good potential to hold a large, high-grade, underground-mineable Midas-Hollister-type Low Sulfidation gold-silver deposit. 

Silver Cloud

The newly acquired Silver Cloud Property consists of 552 Mining Claims totaling 11,210 acres situated 55 Km northeast of the mining center of Battle Mountain, and 80 Km west-northwest of Elko city, a regional mining hub. The Silver Cloud Property lies immediately to the southwest of Waterton Global’s epithermal bonanza gold-silver Hollister Mine, and 3.8 Km southwest of the Hollister Mine open pit. The Silver Cloud Property also lies 16 Km southeast of Newmont's Midas Mine, which is currently producing gold and silver from high-grade volcanic epithermal veins, and has produced approximately 4 million ounces of gold to date. The Company controls an additional 38 claims along the west side of the Silver Cloud Property, called the West Silver Cloud property.

Any mineral production from the Silver Cloud Property is subject to net smelter return royalties of 2% due to Royal Gold Inc. and 3% to the underlying claim owners. The Company is also required to pay $50,000 to the Pescio family annually. The lease term is to June 30, 2023 with option to extend the lease term for three subsequent ten years terms.

As a result of this latest acquisition, the Company's land package in the region has increased by 11,000 acres, making it one of the largest landholders among junior exploration companies operating in Nevada with over 13,000 acres held. The Company has inherited a comprehensive database reflecting previous exploration campaigns conducted on the Silver Cloud Property by Placer Amex, Newmont, Placer Dome, Teck Resources and Geologix. This database includes:

●  Drilling information including drill hole locations, drill core logs, cross-sections, long-sections, level plans, down hole survey information, QA/QC information and assay results

●  Regional and local geological information including lithological mapping, structural interpretations, alteration mapping, large-scale formational modeling and detailed mineralization modeling

●  Geochemical information including surface rock chip sampling, multivariate soil sampling and biogeochemical sampling surveys

●  Geophysical information including Airborne Magnetics (AeroMag), Controlled Source Audio Magnetotelluric (CSAMT), E Scan, and Ground Gravity surveys

●  Base maps including claim maps, topographic maps and satellite images

9

Modern exploration on the Silver Cloud Property was conducted in the 1980's, when Placer Amex drilled 14 shallow holes in search of mercury. That campaign's best gold hit was a 3.05 meter intercept grading 0.197 g/t Au. In 1989, Newmont optioned the property and conducted additional shallow drilling of 23 holes in different parts of this large property through 1994, including in the Quiver Mine area in the northwest part of the property. Highlights from these Newmont drill programs included a 1.52 meter intercept grading 3.1 g/t Au at shallow depths.

Teck Cominco optioned the property and conducted 4,023 m of drilling in 10 holes between 1999 and 2001. Teck discovered high-grade gold mineralization at the historic mercury-producing Silver Cloud Mine in reverse-circulation hole SCT-6 that encountered three intervals of good grade gold mineralization totaling 27.4 meters of down-hole core length between 310.9m and 452.6m. Those intervals included a 1.52 meter intercept grading 145 g/t Au at a depth of 318m in sheared volcanics.

Placer Dome optioned the property in 2002 and subsequently drilled 3,832 meters in 11 rotary and core holes in the property area. Placer Dome's best drill intercept was from a new discovery in the Egg Hill target area, situated 1400 meters west of the Silver Cloud Mine and close to the West Silver Cloud property. The intercept graded 5.53 g/t Au over a 12.2 meter interval in a structure at the contact between two lithological units – the rhyolite tuff and the intrusive rhyolite porphyry.

Geologix acquired control of the property in 2003, and subsequently drilled 2 deep holes on the property in 2005. These holes were drilled on the northwest side of the Silver Cloud Mine away from the high-grade Teck drill holes and targeting two inferred fault structural zones. Geologix encountered numerous zones of breccia and silica mineralization in these two holes over significantly wide intervals.

The working Midas-style gold target model used by the Company's technical team interprets the "top elevations" of epithermal Midas-Hollister type gold-silver targets at Silver Cloud to start at 150 to 300 meter depths below surface. The main zone of ore grade gold-silver mineralization at Midas extends for at least 500 meters vertically, below the "top elevations". Local "pod-like" bodies of gold mineralization may occur above this "top elevation" level, as at Midas and in the larger open pit at Hollister. The Company's exploration efforts are focused upon discovery of Midas and Hollister style gold-silver mineralization, 125 to 300 metres below the surface.

The main gold-silver targets at the Silver Cloud Property are Midas-Hollister style volcanic epithermal low-sulfidation vein and disseminated gold deposits, which appear to be situated along or near fault zones, near or beneath siliceous "sinter" hot spring deposits. These siliceous sinters occur on and close to the paleo ground surfaces along the Midas - Silver Cloud trend, which is part of the "Northern Nevada Rifts" volcanic province. Mercury occurrences are present locally in and near these siliceous sinters, and are interpreted to be locally indicative of gold mineralization at further depth, as at Hollister. At least three gold target areas have been discovered by rock chip sampling and drilling to date on the Silver Cloud Property: 1) the "Mine" target at the Silver Cloud Mine discovered by Teck, where a drill hole carried a 1.5 meter intercept grading 157 g/t Au at a depth of 318 meters below surface, 2) the "Egg Hill" target area initially discovered by Placer Dome and further explored by Geologix, and 3) the Quiver target area explored by Newmont and Geologix. Several exploration holes were drilled at Egg Hill, including a significant gold discovery hole yielding 12.2 metres of 5.53 g/t Au at a depth of 208 metres below surface, situated at the contact with a rhyolitic intrusive.

Geologix drilled two core holes in the Mine target area, away from the earlier Teck and Placer Dome drillholes. These holes encountered highly anomalous gold and silver in sulfide-rich breccias and low-temperature banded Midas-style quartz veins. To date, less than 10% of the large Silver Cloud Property has been explored. No drilling work has yet been conducted on the Company's adjoining West Silver Cloud claims area.

The Silver Cloud Property also lies directly astride the prolific Carlin Trend break that boasts numerous giant world-class sediment-hosted gold deposits. Excitingly, the Paleozoic rocks that host numerous gold deposits in the region, are present at the surface at the Hollister Mine and near the Company's Rimrock property, north of Silver Cloud. Consequently, Silver Cloud may have Carlin-style gold potential, albeit at fairly great depths. The CSAMT data is being evaluated to further investigate this Carlin-style gold potential. Great Basin Gold drilled one deep hole at Hollister and penetrated Devonian Rodeo Creek unit Paleozoic rocks, but never reached the Carlin-host Popovich-equivalent limestone rock section, which lies at still greater depths.

AngloGold drilled a deep hole at the Hatter prospect, east of the Hollister open pit, and penetrated lower Paleozoic rocks and a granitic intrusive of possible Mesozoic age. Rodeo Creek Gold discovered a new granitic intrusive body (possibly Eocene in age) situated between the Hatter granitic stock and the Hollister open pit, and found gold mineralization in this area, away from their main east-west trending gold-silver vein systems. Thus, the Silver Cloud area may have potential for gold deposits associated with granitic stocks and nearby faults, at depth. The gravity and CSAMT data will be used to further evaluate this possibility. For now, the Company is focused on the discovery of relatively shallow Midas style gold-silver deposits.

In September 2013, the Company announced that it has received the Silver Cloud project drill core from Geologix Explorations.  More than $2.4 million in exploration expenditures have been made on Silver Cloud since 2003. Prior to that, Placer Amex, Newmont, Teck, and Placer Dome conducted significant exploration on the Silver Cloud Property as well.

The Company will study the newly-acquired Silver Cloud drill core in an effort to develop new drill targets for potential gold-silver development at Silver Cloud. Geologix' latest two drillholes at Silver Cloud encountered several zones of gold mineralization, and previous drilling by Placer Dome and Teck encountered local zones of very high-grade gold mineralization.

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After an initial study of the Company's new database including previous exploration campaigns conducted on the Silver Cloud Property, has led to the discovery of a fourth, possibly significant new target extension of one of the southernmost vein systems occurring directly on the Hollister Mine property. This is located in the northeast corner of the Silver Cloud property. The Company now will conduct further research on this target zone in advance of possible drilling in 2014.

The main gold-silver targets at the Silver Cloud Property are Midas-Hollister style volcanic epithermal low-sulfidation vein and disseminated gold deposits, which appear to be situated along or near fault zones. Mercury occurrences are present locally in and near these siliceous sinters, and are interpreted to be locally indicative of gold mineralization at further depth as at Hollister. At least four gold target areas have been discovered by rock chip sampling, mapping and drilling to date on the Silver Cloud Property: 1) the "Mine" target at the Silver Cloud Mine discovered by Teck, where a drilled hole carried a 1.5 meter (5 feet) intercept grading 157 g/t Au at a depth of 318 meters below surface, 2) the "Egg Hill" target area initially discovered by Placer Dome and further explored by Geologix, where up to 12.2 metres of 5.53 g/t Au, 3) the Quiver target area explored by Newmont, and 4) the newly discovered Hollister South target mentioned above.

The Silver Cloud Property also lies directly astride the prolific Carlin Trend break that boasts numerous giant world-class sediment-hosted gold deposits. This is a highly favorable environment for Carlin-style gold deposits found at the Gold Acres and Getchell mines owned by Barrick Gold Corp. Silver Cloud may have Carlin-style gold potential at depth.

Ivanhoe Creek

On October 11, 2013, the Company acquiredthe advanced-stage Ivanhoe Creek, Nevada, epithermal bonanza gold-silver property from RMIC Gold, a private Nevada company controlled by Richard R Redfern. Mr. Redfern is a director of the Company and this transaction is a non-arms length transaction. The Company has agreed to issue 150,000 shares of the Company’s common shares to RMIC Gold will pay one percent (1%) Net Smelter Returns royalties to RMIC Gold for 100% interest in the Ivanhoe Creek property. The Ivanhoe Creek property consists of 22 unpatented lode mining claims (440 acres) situated in north-central Nevada on lands administered by the U.S. Bureau of Land Management. The property area is uninhabited and suitable for construction of large-scale mine facilities, if warranted. The property is situated 63 Km northeast of the mining center of Battle Mountain, and 75 Km west-northwest of the mining hub city Elko. Rimrock Gold controls 22 claims along the north side of the Hollister property. The property lies at the former site of a small mercury mine/ prospect from which an unknown but small quantity of flasks of mercury were produced, and south of Rimrock Gold’s Rimrock property.

The Ivanhoe Creek property lies immediately adjacent to the north of the epithermal bonanza gold-silver Hollister Mine property that was recently purchased by Waterton Global Resources. Hollister had a proven and probable resource of approximately 819,000 tonnes @ 35.3 g/t gold and 195 g/t silver. Ivanhoe Creek also lies 17 Km southeast of Newmont’s Midas Mine, which is currently producing gold and silver from high-grade volcanic epithermal gold-silver veins, and has produced approximately 4.0 million ounces of gold and substantial silver. The initial published measured and indicated ore reserve for Midas was approximately 3,000,000 ounces of gold and 25,000,000 ounces of silver. Newmont recently announced plans for further expansion of the eastern, more silver rich part of the Midas Mine.

Gold exploration drilling has been conducted near and under certain of these mercury prospects. Most recently, Kent Exploration Ltd drilled 5 shallow exploration core drillholes in 2007 for gold and silver, totaling 791.3 meters. Drilling to date at Ivanhoe Creek has discovered at least two significant gold-silver target areas. These are associated with northerly-trending uplifted fault-bounded blocks of rocks (“horsts”), which extend northward into the Rimrock property, and south into the Hollister property. These horsts were delineated and verified by CSAMT geological surveys in 2006. Mercury-bearing silica deposits (“sinter”) locally are associated with gold in Nevada, and mercuric sinters are found at Ivanhoe Creek alongside and above these horsts. Kent’s shallow drilling tested some of these sinter targets.

The five exploration holes drilled at Ivanhoe Creek are believed to have been too shallow to adequately test for the Midas-style gold-silver targets envisioned by the Company. The drillholes at Ivanhoe Creek found: 1) Anomalous assay values of gold in each hole drilled, and 2) Anomalous silver values in each hole, including up to an assay value of 7.64 ounces per ton silver in hole 07-10 between 426-436 feet (core length; true width not known). This latter silver-rich intercept also contained high values of 1130 ppm tungsten, more than 100 ppm mercury, and 0.02 ppm gold. Local high geochemical analysis values of arsenic, antimony, and selenium suggest that a Midas-style mineral system was imposed on these rocks altered and metamorphosed earlier by contact metamorphism of nearby granitic plutons

The main gold-silver targets at Ivanhoe Creek are Midas-Hollister style volcanic epithermal low-sulfidation vein and disseminated gold deposits, which appear to be situated along or near fault zones, beneath siliceous silica “sinter” hot spring deposits that occur on the paleo ground surface along the Midas – Silver Cloud trend, which is part of the “Northern Nevada Rifts” volcanic province. Mercury occurrences are present locally in and near these surficial siliceous sinter deposits, perhaps locally indicative of gold deposits at further depth, as at Hollister. The “top elevations” of epithermal Midas-Hollister type gold-silver targets typically start at 150 to 300 meter depths below surface. The main zone of ore grade gold-silver mineralization at Midas is at least 500 metres in height, below the “top elevations”. Local small poddy bodies of high-grade gold mineralization may occur above this “top elevation” level as at Midas. Rimrock Gold’s exploration efforts are focused upon discovery of deeper Midas and Hollister Mine style gold-silver mineralization at Ivanhoe Creek, but the possibility of finding near-surface open pittable gold-silver mineralization is still present due to the minimal level of exploration of Ivanhoe Creek. The elevations of the main ore zones at Hollister are at elevations of 4900 to 5400 feet ASL. This will be used to help guide exploration on the Ivanhoe Creek and Rimrock properties.

11

The Ivanhoe Creek property also lies directly astride the prolific Carlin Trend break that boasts numerous giant world-class sediment-hosted gold deposits. Excitingly, the Paleozoic rocks at Ivanhoe Creek are present at surface just north of the property boundary, and also were encountered in Kent’s drillholes. Consequently, the Ivanhoe Creek property does have Carlin-style gold potential, albeit perhaps at fair depths. Great Basin Gold drilled one deep hole in the southeastern part of their property at Hollister and penetrated Devonian Rodeo Creek unit Paleozoic rocks. They never reached the Carlin-host Popovich-equivalent limestone rock section, which lies at still greater depths at this particular locality. The Rimrock – Ivanhoe Creek area is interpreted as being a structurally uplifted dome, which could have brought Carlin deposit age rocks closer to the surface. The Company is now focused upon the discovery of relatively shallow Midas style gold-silver deposits.

Pony Spur

The Pony Spur property is a dual, Carlin-style sediment-hosted and Low Sulfidation Breccia Pipe Style gold prospect in the southern part of the prolific, +100,000,000 oz. Carlin-Rain Gold Trend, and is situated 2.25 Km northwest of the adjoining 1,500,000 oz. Pony Creek gold deposit controlled by Allied Nevada Gold, owners of the Hycroft gold mine in northwestern Nevada. The Pony Spur project is along Jerritt and Carlin Trends, near the Rain gold deposit cluster , which includes the Rain, Tess, and Emigrant mines (Newmont / Premier Gold), the 2,000,000 oz. high-grade Saddle gold deposit (presently being drilled by Premier Gold Mines), Railroad-Bullion (presently being drilled by Gold Standard Ventures), and other peripheral gold deposits. The Rain deposit cluster has a combined drill-indicated resources in excess of 4 million ounces of gold in open pit gold mining operations and former producer mines and in underground gold deposits such as Saddle. Sage Gold Inc. drilled one core hole on the Pony Spur property in 2007, discovering gold mineralization. The property comprises 7 lode mining claims of approximately 140 acres, which have been filed with the BLM. The Pony Spur property area sits along a WNW trending, Rain Fault-parallel fault system of undetermined width that intersects the Pony Creek gold deposit area just east of our property boundary. Two types of strong surface gold mineralization and alteration are present at the Pony Spur gold property. A low-sulfidation silica-rich, breccia pipe with gold mineralization crops out at the surface of Pony Spur, similar to mineralization present in Allied Nevada's 1.5M oz. Pony Creek gold deposit, and the drill hole by Sage Gold intersected gold mineralization in this pipe. Carlin style, thallium-gold rich geochemical rock anomalies also are present at the surface at Pony Spur, possibly indicative of Rain-Meikle type fault-controlled Carlin-style sediment-hosted gold mineralization at depth.

Spin-Out PBTD Segment

On May 11, 2012, the Company entered into a Stock Purchase Agreement (with (i) Pay By The Day; and (ii) Jordan Starkman, Chief Executive Officer and the director of the Company and President of the Subsidiary (“Starkman”), pursuant to which, Starkman acquired all of the issued and outstanding common shares of Pay By The Day, and in exchange, Starkman assumed and agreed to pay, perform and discharge any and a all the liabilities and obligations of Pay By The Day (the “Spin-out”). The Company has divested its interest and no longer operates and own as a wholly owned subsidiary Pay By The Day Company Inc.

Consulting Agreement

On March 1, 2013, the Company signed a one year consulting agreement with a United States company, under common control, and agreed to pay the Company 3,500,000 shares of common stock for market expansion and business consulting.

Restatement of Financials

The Company has determined that Rimrock Gold’s financial statements for the fiscal year ended August 31, 2013, and the quarters ended May 31, 2013 and February 28, 2013 can no longer be relied upon as being in compliance with generally accepted accounting principles.  Accordingly, the Company will restate such financials.

The Company decided that the mining property claims in these previously issued financial statements should be restated due to an adjustment in calculating the value of the mining property claims.

From the Company’s evaluation, the changes described in the November 30, 2013 financial statement notes will result in a decrease of $2,947,147 in mining property claims resulting from the Company’s acquisition in February 2013.

Rimrock Gold intends to amend its annual and quarterly SEC filings, as appropriate, as soon as reasonably practicable after the November 30, 2013 quarterly filing.

Results of Operations for the three months ended November 30, 2013 compared to the three months ended November 30, 2012

Continuing Operations

We currently have no known mineral reserves and have not generated any revenue from our mining activities.

For the period from inception through November 30, 2013, our operating expenses and loss from continuing operations were 2,437,475.

Operating expenses from continuing operations for the three months ended November 30, 2013 were $251,527 compared to $50,294 for the three months ended November 30, 2012. The increase in operating expenses by $201,233 during the three months ended November 30, 2013 compared to the three months ended November 30, 2012 was primarily attributed to increase in professional fees by $193,472 in connection with legal, accounting, consulting, and auditing services related to quarterly and audit filings.  More specifically, advisory and legal services relating to the Company’s current operation and corporate acquisitions were responsible for the increase in professional fees.  In addition, the Company had incurred mineral property claims maintenance fees of $7,584 during the three months ended November 30, 2013. The decline in exploration/drilling costs was due to the lack of financing required to complete the campaign.   

Net loss from continuing operations for the three months ended November 30, 2013 was $251,527 as compared to $50,294 net loss for the three months ended November 30, 2012.  The reason for the increase in operating losses is the same as explained in operating expenses.  

During the three months ended November 30, 2013 and November 30, 2012, we had no provision for income taxes due to the net operating losses incurred.

12

Liquidity and Capital Resources

As of November 30, 2013 we had a cash balance of $126 and a working capital deficit of $46,651.

On February 13, 2013, the Company completed the Initial Closing of the Offering with a group of Purchasers for total gross proceeds to us of $502,000.  The proceeds were used to fund operating activities of the Company.  Our current cash will be used to fund the Company’s operations and costs associated with the newly acquired Nevada properties, and any additional claims acquired as discussed above in our Plan of Operations.

In November 2013, the Company raised approximately $4,740 from the issuance of shares of common stock of the Company.

In addition to the $502,000 raised, the Company is actively seeking financing in the amount of $1,000,000 to map out drill targets on the Rimrock property and to drill those targets this year.  In addition, the Company is preparing a detailed exploration plan to advance the recently acquired Silver Cloud property.  Furthermore, the Company would like to fully execute the next phase of the Company’s Abigail exploration campaign in accordance with the NI 43-101. Any capital raised will be through either a private placement or a convertible debenture and will result in the issuance of common shares from the Company’s authorized capital.  The Company is optimistic that the financing will be secured and our going concern risk will be removed.   

We anticipate that our fixed costs made up of legal & accounting and general & administrative expenses for the next twelve months will total approximately $45,000.  Legal and accounting expenses of $35,000 represents the minimum funds needed to sustain operations.  The $35,000 will be financed through the Company’s cash on hand, additional financing, and if needed, advances from our director, Jordan Starkman. Currently there is no firm loan commitment in place between the Company and Jordan Starkman. 

We believe we can satisfy our cash requirements for the next twelve months with our cash balances and if needed an additional loan from our officer and director, Jordan Starkman. However, completion of our plan of operations is subject to attaining adequate revenue and adequate financing. We cannot assure investors that adequate revenues will be generated from our mining properties. In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Even without adequate revenues within the next twelve months, we still anticipate being able to continue with our present activities, but we may require financing to achieve our growth and exploration goals.

We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees, unless financing is raised. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and required, and our progress with the execution of our business plan.

In the event we are not successful in reaching our initial revenue targets or operational goals, additional funds may be required, and we may not be able to proceed with our business plan for the development and exploration of our mining targets. Should this occur, we would likely seek additional financing to support the continued operation of our business. We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.  We will need approximately $1,000,000 to aggressively pursue and implement our business plan’s exploration campaign. 

Off-Balance Sheet Arrangements

We do not have any outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for Smaller Reporting Companies.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were not effective as of November 30, 2013 for the material weakness identified below under the section of Report of Management on Internal Control over Financial Reporting.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

13

Report of Management on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.  Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement to the Company's annual or interim financial statements will not be prevented or detected. 

In the course of management's assessment, we have identified the following material weaknesses in internal control over financial reporting:

● Segregation of Duties – As a result of limited resources, we did not maintain proper segregation of incompatible duties, namely the lack of an audit committee, an understaffed financial and accounting function, and the need for additional personnel to prepare and analyze financial information in a timely manner and to allow review and on-going monitoring and enhancement of our controls. The effect of the lack of segregation of duties potentially affects multiple processes and procedures.

● Maintenance of Current Accounting Records – We may from time to time fail to maintain our records that in reasonable detail accurately and fairly reflect the transactions of the Company. This weakness specifically affects the payments and purchase cycle and therefore we failed to maintain effective internal controls over the completeness and cut off of accounts payable, expenses and other capital transactions.

● Application of GAAP – We did not maintain effective internal controls relating to the application of generally accepted accounting principles in accounting for transactions in a foreign currency.

We are in the continuous process of improving our internal control over financial reporting in an effort to eliminate these material weaknesses through improved supervision and training of our staff, but additional effort is needed to fully remedy these deficiencies. Management has engaged a Certified Public Accountant as a consultant to assist with the financial reporting process in an effort to mitigate some of the identified weaknesses. The Company is still in its development stage and intends on hiring the necessary staff to address the weaknesses once full operations have commenced.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

Changes in internal controls

No change in our system of internal control over financial reporting occurred during the first quarter of the fiscal year ended November 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The Company previously entered into a contract with a consultant, pursuant to which the consultant was to provide the Company with investor relation services in exchange for 142,000 shares of the Company’s common stock. The services were not performed and the shares were not issued to the consultant. The Company faces a potential lawsuit from the consultant, but no claim has been filed as of the date of this Report. The Company intends to file a notification if such a claim is filed.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

14

Item 1A. Risk Factor

Not required for Smaller Reporting Company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In September 2013, the Company issued 850,000 units of its common stock for consulting services rendered.

On October 7, 2013, the Company closed a purchase agreement with RMIC Gold, a private Nevada company controlled by Richard R. Redfern, who is a director of the Company. The Company has agreed to issue 150,000 common shares as consideration for 100% interest of the Epithermal bonanza gold-silver property known as the Ivanhoe Creek Property.

In November, 2013, the Company received $4,740 in exchange for 50,000 shares of common stock at $0.095 per share.  These shares are expected to be issued in the next quarter.

In December 20, 2013, the Company issued 750,000 shares for consulting services rendered.

The above issued shares were offered and sold in a private transaction in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act.  Our reliance on Section 4(2) of the Securities Act was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were only a limited number of offerees; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the sale of the stock took place directly between the offerees and us.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures

Mine Safety and Health Administration Regulations

During the three months ended November 30, 2013 and the fiscal year ended August 31, 2013, the Company had no such specified health and safety violations, orders or citations, related assessments or legal actions, mining-related fatalities, or similar events in relation to our United States operations requiring disclosure pursuant to Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K.

Item 5. Other Information.

None

Item 6. Exhibits

31.1	Certification of Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+	Certification of Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

+ In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

15

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

Rimrock Gold Corp.
By:	/s/ Jordan Starkman
	Jordan Starkman
	President and Secretary (Duly Authorized Officer, Principal Executive Officer and Principal Financial Officer)
	Date: January 24, 2014

16

EX-31.1

Exhibit 31.1

Certification of Principal Executive Officer and Principal Financial Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant To Section 302 of

The Sarbanes-Oxley Act of 2002

I, Jordan Starkman, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Rimrock Gold Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.

Dated: January 24, 2014	/s/ Jordan Starkman
	President and Secretary
	(Principal Executive Officer and Principal Financial Officer)

EX-32.1

Exhibit 32.1

Certification of Principal Executive Officer and Principal Financial Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant To Section 906 of

The Sarbanes-Oxley Act of 2002

In connection with the accompanying Quarterly Report on Form 10-Q of Rimrock Gold Corp. for the quarter ended November 30, 2013, I, Jordan Starkman, Principal Executive Officer and Principal Financial Officer of Rimrock Gold Corp., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

1.	Such Quarterly Report on Form 10-Q for the quarter ended November 30, 2013, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in such Quarterly Report on Form 10-Q for the quarter ended November 30, 2013, fairly represents in all material respects, the financial condition and results of operations of Rimrock Gold Corp.

Dated:   January 24, 2014	/s/ Jordan Starkman
	President and Secretary
	(Principal Executive Officer and Principal Financial Officer)

XML

Subsequent Event (Details)	3 Months Ended	1 Months Ended
	Nov. 30, 2013	Dec. 31, 2013 Subsequent Event [Member]
Subsequent Event (Textual)
Issue of common stock for acquisition of Ivanhoe Creek Property		150,000
Common stock for consulting services rendered	250,000	750,000

XML

Recent Accounting Pronouncements

3 Months Ended

Nov. 30, 2013

Recent Accounting Pronouncements [Abstract]

RECENT ACCOUNTING PRONOUNCEMENTS

4. RECENT ACCOUNTING RRONOUNCEMENTS

The Company’s management has evaluated all the recently issued accounting pronouncements through the filing date of these consolidated financial statements and does not believe that they will have a material effect on the Company’s consolidated financial position and results of operations.

XML

Restatement of Prior Year's Comparative Financial Statements (Details Textual) (USD $)	Nov. 30, 2013	Aug. 31, 2013
Restatement of Prior Year's Comparative Financial Statements [Abstract]
Common stock, par value ( In dollars per shares)	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	35,464,627	34,614,627
Common stock, shares outstanding	35,464,627	34,614,627

XML

Restatement of Prior Year's Comparative Financial Statements (Details 2) (USD $)	3 Months Ended		126 Months Ended
	Nov. 30, 2013	Nov. 30, 2012	Nov. 30, 2013
Net Cash Provided By (Used In) Operating Activities [Abstract]
NET LOSS	$ (251,527)	$ (50,294)	$ (3,170,564)
Less: Loss from discontinued operations, net of tax expense			(136,311)
Loss from continuing operations	(251,527)	(50,294)	(3,034,253)
Items not affecting cash
Depreciation	43	55	363
Accretion expense on convertible notes payable		4,825	19,300
Accrued interest on convertible notes payable			3,274
Impairment of mineral property claims			584,978
Impairment of convertible note receivable			23,621
Loss on disposal of assets			2,762
Issuance of common stock for services	202,500		921,500
Issuance of common stock for rental			3,500
Write off of deferred offering costs			120,000
Change in prepaid and sundry	5,596	(9,468)
Change in accounts payable and accrued liabilities	25,434	2,800	34,037
Net cash used in operating activities from continuing operations	(17,954)	(52,082)	(1,320,918)
Net cash used in operating activities from discontinued operations			(114,257)
Net cash used in operating activities	(17,954)	(52,082)	(1,435,175)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral property claims			(94,978)
Disposition of equipment			4,462
Acquisition of equipment			(30,124)
Net Cash used in investing activities			(120,640)
CASH FLOWS FROM FINANCING ACTIVITIES
Convertible notes receivable			(21,978)
Proceeds from convertible note payable			141,040
Repayment of convertible notes payable			(163,550)
Advances from (to) related party	(23,109)		118,000
Issuance of common stock, net of issuance costs	4,740	42,284	1,488,906
Net cash provided by (used in) financing activities	(18,369)	42,284	1,562,418
EFFECT OF FOREIGN CURRENCY TRANSLATION		13	(6,477)
NET INCREASE IN CASH	(36,323)	(9,785)	126
CASH, BEGINNING OF PERIOD	36,449	11,191
CASH, END OF PERIOD	126	1,406	126
Scenario, Previously Reported [Member]
Net Cash Provided By (Used In) Operating Activities [Abstract]
NET LOSS			(2,818,447)
Less: Loss from discontinued operations, net of tax expense			136,311
Loss from continuing operations			(2,682,136)
Items not affecting cash
Depreciation			363
Accretion expense on convertible notes payable			19,300
Accrued interest on convertible notes payable			3,274
Impairment of mineral property claims			584,978
Impairment of convertible note receivable			23,621
Loss on disposal of assets			2,762
Issuance of common stock for services			621,500
Issuance of common stock for rental			3,500
Write off of deferred offering costs			120,000
Change in prepaid and sundry
Change in accounts payable and accrued liabilities			34,037
Net cash used in operating activities from continuing operations			(1,268,801)
Net cash used in operating activities from discontinued operations			(114,257)
Net cash used in operating activities			(1,383,058)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral property claims			(147,095)
Disposition of equipment			4,462
Acquisition of equipment			(30,124)
Net Cash used in investing activities			(172,757)
CASH FLOWS FROM FINANCING ACTIVITIES
Convertible notes receivable			(21,978)
Proceeds from convertible note payable			141,040
Repayment of convertible notes payable			(163,550)
Advances from (to) related party			118,000
Issuance of common stock, net of issuance costs			1,488,906
Net cash provided by (used in) financing activities			1,562,418
EFFECT OF FOREIGN CURRENCY TRANSLATION			(6,477)
NET INCREASE IN CASH			126
CASH, BEGINNING OF PERIOD
CASH, END OF PERIOD	126		126
Restatement Adjustment [Member]
Net Cash Provided By (Used In) Operating Activities [Abstract]
NET LOSS			(352,117)	[1]
Loss from continuing operations			(352,117)
Items not affecting cash
Issuance of common stock for services			300,000	[2]
Net cash used in operating activities from continuing operations			(52,117)
Net cash used in operating activities			(52,117)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral property claims			(52,117)	[3]
Net Cash used in investing activities			(52,117)
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provided by (used in) financing activities
NET INCREASE IN CASH
CASH, END OF PERIOD

[1] Adjustment arises from the incorrect capitalization of acquisition costs.

[2] Acquisition costs paid in common stock.

[3] Acquisition costs paid in cash.

XML

Going Concern

3 Months Ended

Nov. 30, 2013

Going Concern [Abstract]

GOING CONCERN

3. GOING CONCERN

These consolidated financial statements have been prepared assuming the Company will continue on a going-concern basis. The Company has incurred losses since inception and the ability of the Company to continue as a going-concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. Management is actively targeting sources of additional financing to provide continuation of the Company’s operations. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing. The Company is actively seeking financing to fully execute the next phase of the Company’s exploration campaign and future acquisitions. Any capital raised will be through private placement will result in the issuance of common shares from the Company’s authorized capital. The Company believes it can satisfy minimum cash requirements for the next twelve months with either an equity financing, convertible debenture or if needed, loans from shareholders.

There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in these consolidated financial statements.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

XML

Unaudited Condensed Consolidated Balance Sheets (USD $)	Nov. 30, 2013	Aug. 31, 2013
Current Assets
Cash	$ 126	$ 36,449
Prepaid and sundry	7,000	80,596
Total Current Assets	7,126	117,045
Long Term Assets
Mining Property Claims	394,970	379,970
Equipment, net	715	758
Total Assets	402,811	497,773
Current Liabilities
Accounts payable and accrued liabilities	34,037	8,603
Advances from a related party (Note6)		16,109
Shares to be issued	19,740
Total Liabilities	53,777	24,712
Going Concern (Note 3)
Contingencies and Commitments (Note 8)
Subsequent Event (Note9)
Stockholders' Equity
Common stock, $0.001 par value; Authorized 200,000,000; Issued and outstanding 35,464,627 (August 31, 2013 - 34,614,627) (Note 7)	35,465	34,615
Additional paid-in capital	3,493,935	3,367,285
Accumulated other comprehensive loss	(9,802)	(9,802)
Deficit accumulated during the development stage	(3,170,564)	(2,919,037)
Total Stockholders' Equity	349,034	473,061
Total Liabilities and Stockholders' Equity	$ 402,811	$ 497,773

XML

Organization and Nature of Operations

3 Months Ended

Nov. 30, 2013

Organization and Nature of Operations and Basis of Presentation [Abstract]

ORGANIZATION AND NATURE OF OPERATIONS

1. ORGANIZATION AND NATURE OF OPERATIONS

Rimrock Gold is a diversified mineral exploration company focused on identifying, acquiring, advancing, and drilling high-grade gold-silver exploration projects in Nevada, and lithium exploration projects in Quebec.

Rimrock Gold Corp., formerly Tucana Lithium Corp., Oteegee Innovations Inc. and Pay By The Day Holdings Inc., (the “Company” or “Rimrock”) was incorporated in August 2007 in the State of Nevada.   On January 24, 2013, the Company filed a certificate of amendment to amend the articles of incorporation with the Nevada Secretary of State changing the Company’s name to Rimrock Gold Corp.

On October 7, 2013, Rimrock Gold Corp., and its wholly owned subsidiary, Rimrock Mining Inc., closed a purchase agreement with RMIC Gold, a private Nevada company controlled by Richard R. Redfern, to acquire an epithermal bonanza gold‑silver property known as the Ivanhoe Creek Property. Mr. Redfern is a director of the Rimrock Gold Corp., and therefore this transaction is a non-arms length transaction. Ivanhoe Creek Property consists of 22 unpatented lode‑mining claims (440 acres) situated in north‑central Nevada. In consideration for the acquisition, the Company has agreed to issue 150,000 shares of the Company's common shares to RMIC Gold.  Any mineral production from Ivanhoe Creek Property is subject to Net Smelter Returns royalties of 1% due to RMIC Gold.

The Company’s main exploration targets are for gold/silver deposits located in the State of Nevada.  The Company continues its plans to explore these properties.

The Company operates Tucana Exploration Inc. and Rimrock Mining, Inc. as wholly owned subsidiaries.

The Company operates under the web-site address www.rimrockgold.com.

XML

Related Party Transactions (Details) (USD $)	3 Months Ended	0 Months Ended	3 Months Ended	0 Months Ended	1 Months Ended	3 Months Ended
	Nov. 30, 2013	Mar. 01, 2013 Uptick Capital Llc [Member]	Nov. 30, 2013 Uptick Capital Llc [Member]	Oct. 07, 2013 RMIC Gold [Member]	Dec. 31, 2013 RMIC Gold [Member]	Nov. 30, 2013 Mr. Starkman [Member]	Nov. 30, 2012 Mr. Starkman [Member]
Related Party Transactions (Textual)
Term of consulting agreement		1 year
Company agreed to pay units of common stock for market expansion and business consulting		3,500,000
Issuance of common stock for consulting services, shares	250,000		250,000		750,000
Issuance of shares under asset purchase agreement				150,000
Acquired mining properties, ownership percentage				100.00%
Consulting fees paid to director						$ 2,622	$ 7,500

XML

Contingencies and Commitments (Details) (USD $)	3 Months Ended	1 Months Ended	3 Months Ended
	Nov. 30, 2013	Dec. 31, 2013 Subsequent Event [Member]	Nov. 30, 2013 Abigail Purchase Agreement [Member]	Nov. 30, 2013 Abigail Purchase Agreement [Member] Contingent Payment One [Member]	Nov. 30, 2013 Abigail Purchase Agreement [Member] Contingent Payment Two [Member]	Nov. 30, 2013 Abigail Purchase Agreement [Member] Contingent Payment Three [Member]	Nov. 30, 2013 Abigail Purchase Agreement [Member] Contingent Payment Four [Member]	Nov. 30, 2013 Lac Kame and EM-1 Purchase Agreement [Member]	Nov. 30, 2013 Lac Kame and EM-1 Purchase Agreement [Member] Contingent Payment One [Member]	Nov. 30, 2013 Lac Kame and EM-1 Purchase Agreement [Member] Contingent Payment Two [Member]	Nov. 30, 2013 Lac Kame and EM-1 Purchase Agreement [Member] Contingent Payment Three [Member]	Nov. 30, 2013 Ivanhoe Creek Property Purchase Agreement [Member]	Nov. 30, 2013 West Silver Cloud And Pony Spur Property Purchase Agreement [Member]
Contingencies and Commitments (Textual)
Minimum annual future lease payments	$ 50,000
Total commitments	500,000
Amount spent on property				2,500,000	5,000,000				1,000,000	2,500,000	5,000,000
Amount for selling group				$ 250,000	$ 250,000	$ 250,000	$ 500,000		$ 50,000	$ 100,000	$ 150,000
Additional share for selling group				125,000	125,000	125,000	250,000		125,000	250,000	125,000
Royalty payable to selling group			3.00%					3.00%				1.00%	3.00%
Issuance of common stock for consulting services, shares	250,000	750,000
Underlying claim owners, description	Any mineral production from the Silver Cloud Property is subject to net smelter return royalties of 2% due to Royal Gold Inc. and 3% to the underlying claim owners

XML

Basis of Presentation

3 Months Ended

Nov. 30, 2013

Organization and Nature of Operations and Basis of Presentation [Abstract]

BASIS OF PRESENTATION

2. BASIS OF PRESENTATION

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three months ended November 30, 2013 are not necessarily indicative of the results that may be expected for the year ending August 31, 2014.  For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended August 31, 2013.

The accompanying consolidated financial statements of the Company include the accounts of Rimrock Gold Corp. and its wholly owned subsidiaries. Inter-company balances and transactions have been eliminated upon consolidation.

The Company is considered to be in the development stage as defined in Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company has devoted substantially all of its efforts to business planning and development by means of raising capital for operations. The Company has also not realized any significant revenues. Among the disclosures required by ASC 915 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations and comprehensive loss and cash flows disclose activity since the date of the Company's inception.

XML

Unaudited Condensed Consolidated Balance Sheets (Parenthentical) (USD $)	Nov. 30, 2013	Aug. 31, 2013
Balance Sheets [Abstract]
Common stock, par value ( In dollars per shares)	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	35,464,627	34,614,627
Common stock, shares outstanding	35,464,627	34,614,627

XML

Restatement of Prior Year's Comparative Financial Statements (Tables)

3 Months Ended

Nov. 30, 2013

Restatement of Prior Year's Comparative Financial Statements [Abstract]

Schedule of Restatement of Prior Year's Comparative Financial Statements

Shares to be issued

Previously stated			Adjustments		Restated
ASSETS
Current Assets
Cash	$	36,449				$	36,449
Prepaid and sundry		80,596					80,596
Total Current Assets		117,045					117,045
Long Term Assets
Mining Property Claims		3,327,117		(2,947,147	)(1)		379,970
Equipment, net		758					758
Total Assets	$	3,444,920		(2,947,147	)	$	497,773
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	8,603				$	8,603
Advances from a related party		16,109					16,109
	-					-
Total Liabilities		24,712					24,712
Stockholders’
Common stock, $0.001 par value; Authorized 200,000,000; Issued and outstanding 35,464,627 (August 31, 2013 – 34,614,627)		34,615					34,615
Additional paid-in capital		5,962,315		(2,595,030	)(2)		3,367,285
Accumulated other comprehensive loss		(9,802	)				(9,802	)
Deficit accumulated during the development stage		(2,566,920	)	(352,117	)(3)		(2,919,037	)
Total Stockholders’ Equity		3,420,208		(2,947,147	)		473,061
Total Liabilities and Stockholders’ Equity	$	3,444,920		(2,947,147	)	$	497,773

(1)   Assets originally recorded at fair value were adjusted to record at carrying value due to acquiree under common control and to expense acquisition costs incurred.

(2)   Adjustment due to original recording of assets at fair value.

(3)   Adjustment arises from the incorrect capitalization of acquisition costs.

(4)   Acquisition costs paid in common stock.

(5)   Acquisition costs paid in cash.

Restatement to Prior Year Income [Table Text Block]

	For the Period from Inception (June 5, 2003) to November 30,						For the Period from Inception (June 5, 2003) to November 30,
	2013			Restatement			2013
EXPENSES
Professional fees		1,746,383			352,117	(3)		2,098,500
Mineral property claims maintenance fee		98,724						98,724
Exploration		119,740						119,740
Advertising and promotion		17,598						17,598
Telecommunications		18,595						18,595
Rent and occupancy costs		30,218						30,218
Office and general		32,066						32,066
Interest and bank charges		21,671						21,671
Depreciation		363						363
TOTAL OPERATING EXPENSES		2,085,358			352,117			2,437,475
LOSS FROM OPERATIONS		(2,085,358	)		(352,117	)		(2,437,475	)
Interest income		11,821						11,821
Impairment of mining property claims		(584,978	)					(584,978	)
Impairment of convertible note receivable		(23,621	)					(23,621	)
LOSS FROM CONTINUING OPERATIONS BEFORE TAXES		(2,682,136	)		(352,117	)		(3,034,253	)
Income tax		-						-
LOSS FROM CONTINUING OPERATIONS, NET OF TAX		(2,682,136	)		(352,117	)		(3,034,253	)
LOSS FROM DISCONTINUED OPERATION, NET OF TAX		(136,311	)		-			(136,311	)
NET LOSS		(2,818,447	)		(352,117	)		(3,170,564	)
OTHER COMPREHENSIVE LOSS FROM CONTINUING OPERATIONS

Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]

	For the Period from Inception						For the Period from Inception
	(June 5, 2003) to						(June 5, 2003) to
	November 30,						November 30,
	2013			Restatement			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,818,447	)		(352,117	)(3)	$	(3,170,564	)
Less: Loss from discontinued operations, net of tax expense		136,311						136,311
Loss from continuing operations		(2,682,136	)		(352,117	)		(3,034,253	)
Items not affecting cash
Depreciation		363						363
Accretion expense on convertible notes payable		19,300						19,300
Accrued interest on convertible notes payable		3,274						3,274
Impairment of mineral property claims		584,978						584,978
Impairment of convertible note receivable		23,621						23,621
Loss on disposal of assets		2,762						2,762
Issuance of common stock for services		621,500			300,000	(4)		921,500
Issuance of common stock for rental		3,500						3,500
Write off of deferred offering costs		120,000						120,000
Change in prepaid and sundry		-						-
Change in accounts payable and accrued liabilities		34,037						34,037
Net cash used in operating activities from continuing operations		(1,268,801	)		(52,117	)		(1,320,918	)
Net cash used in operating activities from discontinued operations		(114,257	)					(114,257	)
Net cash used in operating activities		(1,383,058	)		(52,117	)		(1,435,175	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral property claims		(147,095	)		(52,117	)(5)		(94,978	)
Disposition of equipment		4,462						4,462
Acquisition of equipment		(30,124	)					(30,124	)
Net Cash used in investing activities		(172,757	)		(52,117	)		(120,640	)
CASH FLOWS FROM FINANCING ACTIVITIES
Convertible notes receivable		(21,978	)					(21,978	)
Proceeds from convertible note payable		141,040						141,040
Repayment of convertible notes payable		(163,550	)					(163,550	)
Advances from (to) related party		118,000						118,000
Issuance of common stock, net of issuance costs		1,488,906						1,488,906
Net cash provided by (used in) financing activities		1,562,418			-			1,562,418
EFFECT OF FOREIGN CURRENCY TRANSLATION		(6,477	)					(6,477	)
NET INCREASE IN CASH		126			-			126
CASH, BEGINNING OF PERIOD		-						-
CASH, END OF PERIOD	$	126			-		$	126

XML

Document and Entity Information	3 Months Ended
	Nov. 30, 2013	Jan. 24, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	RIMROCK GOLD CORP.
Entity Central Index Key	0001424455
Amendment Flag	false
Current Fiscal Year End Date	--08-31
Document Type	10-Q
Document Period End Date	Nov. 30, 2013
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		36,364,627

XML

Organization and Nature of Operations (Details) (RMIC Gold [Member])	0 Months Ended
	Oct. 07, 2013 Claims acre
RMIC Gold [Member]
Organization and Nature of Operations (Textual)
Number of unpatented mining claims	22
Area of property	440
Issuance of shares under asset purchase agreement to acquire Ivanhoe Creek Property, shares	150,000
Description of Royalty to Rimrock gold	Net Smelter Returns royalties of 1% due to RMIC Gold.

XML

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss (USD $)	3 Months Ended
	Nov. 30, 2013	Nov. 30, 2012
EXPENSES
Professional fees	$ 234,100	$ 40,628
Mineral property claims maintenance fee	7,584
Exploration		(3,783)
Advertising and promotion	891	1,256
Telecommunications	1,540	1,281
Rent and occupancy costs	2,908	1,913
Office and general	1,962	2,502
Interest and bank charges	2,499	6,442
Depreciation	43	55
TOTAL OPERATING EXPENSES	251,527	50,294
LOSS FROM OPERATIONS	(251,527)	(50,294)
Interest income
Impairment of mining property claims
Impairment of convertible note receivable
LOSS FROM CONTINUING OPERATIONS BEFORE TAXES	(251,527)	(50,294)
Income tax
LOSS FROM CONTINUING OPERATIONS, NET OF TAX	(251,527)	(50,294)
LOSS FROM DISCONTINUED OPERATION, NET OF TAX
Net loss	(251,527)	(50,294)
OTHER COMPREHENSIVE LOSS FROM CONTINUING OPERATIONS
Foreign currency translation adjustment		13
NET LOSS AND COMPREHENSIVE LOSS	$ (251,527)	$ (50,281)
BASIC AND DILUTED NET LOSS PER SHARE	$ (0.01)	$ (0.01)
WEIGHTED AVERAGE SHARES USED IN CALCULATING BASIC AND DILUTED NET LOSS PER SHARE	35,377,814	7,122,884

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Common Stock

3 Months Ended

Nov. 30, 2013

Common Stock [Abstract]

COMMON STOCK

7. COMMON STOCK

In September 2013, the Company issued 850,000 shares of common stock for consulting services rendered at $0.15 per share.

On October 7, 2013, the Company closed a purchase agreement to acquire the Ivanhoe Creek Property, and has agreed to issue 150,000 shares of its common stock to RMIC Gold as the consideration for the purchase. These shares are expected to be issued in the next quarter.

In November, 2013, the Company received $4,740 in exchange for 50,000 shares of common stock at $0.095 per share.  These shares are expected to be issued in the next quarter.

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Related Party Transactions

3 Months Ended

Nov. 30, 2013

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

6. RELATED PARTY TRANSACTIONS

The transactions with related parties were in the normal course of operations and were measured at the exchange value which represented the amount of consideration established and agreed to by the parties. Related party transactions not disclosed elsewhere in these consolidated financial statements are as follows:

On March 1, 2013, the Company signed a one year consulting agreement with Uptick Capital LLC. and agreed to pay the Company 3,500,000 units of common stock for market expansion and business consulting. 250,000 shares were issued in the three months ended November 30, 2013.  Ari Blaine and Simeon Wohlberg control Uptick Capital and are directors of Zahav Resources Inc.

On October 7, 2013, the Company closed a purchase agreement with RMIC Gold, a private Nevada company controlled by Richard R. Redfern, who is a director of the Company. The Company has agreed to issue 150,000 common shares as consideration for 100% interest of the Epithermal bonanza gold-silver property known as the Ivanhoe Creek Property.

Consulting fees paid to Mr. Starkman for the three months ended November 30, 2013 were $2,622 (three months ended November 30, 2012 – $7,500).

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Common Stock (Details) (USD $)	3 Months Ended	0 Months Ended	1 Months Ended
	Nov. 30, 2013	Oct. 07, 2013 Common Stock [Member]	Sep. 30, 2013 Common Stock [Member]	Nov. 30, 2013 Common Stock Issuable [Member]
Common Stock (Textual)
Issuance of common stock for consulting services, shares	250,000		850,000
Issuance of common stock for consulting services, per share			$ 0.15
Issuance of shares under asset purchase agreement to acquire Ivanhoe Creek Property, shares		150,000
Issuance of common stock for cash				$ 4,740
Issuance of common stock for cash, shares				50,000
Issuance of common stock for cash, per share				$ 0.095

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Convertible Notes Payable (Details) (USD $)	3 Months Ended		126 Months Ended
	Nov. 30, 2013	Nov. 30, 2012	Nov. 30, 2013
Convertible Notes Payable (Textual)
Accrued interest on convertible notes payable			$ 3,274

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Restatement of Prior Year's Comparative Financial Statements

3 Months Ended

Nov. 30, 2013

Restatement of Prior Year's Comparative Financial Statements [Abstract]

RESTATEMENT OF PRIOR YEAR'S COMPARATIVE FINANCIAL STATEMENTS

10.   RESTATEMENT OF PRIOR YEAR’S COMPARATIVE FINANCIAL STATEMENTS

The Company has made adjustments to its consolidated balance sheet, consolidated statement of operations and comprehensive loss, and its consolidated statement of cash flows at August 31, 2013 due to an adjustment to the valuation of mining property claims.  The company originally accounted for the acquisition of mineral assets rights as a "Purchase of Assets" under the guidance of ASC 505 in which the acquired property were recorded based on the fair value of Company's shares of common stock issued, which was determined based on a recent private placement transaction adjusted for fair value of warrants issued under that transaction. In further review, the company determined that the property was under common control at the date of the acquisition. Therefore the transaction should have been accounted for as an exchange of assets between entities under common control. The guidance ASC 805-50-30-5 requires the entity receiving the equity interests to initially measure the recognized assets and liabilities transferred at the carrying amounts in the accounts of the transferring entities at the date of transfer.

Reconciliation of Consolidated Balance Sheet as at August 31, 2013

	Previously stated			Adjustments			Restated
ASSETS
Current Assets
Cash	$	36,449					$	36,449
Prepaid and sundry		80,596						80,596
Total Current Assets		117,045						117,045
Long Term Assets
Mining Property Claims		3,327,117			(2,947,147	)(1)		379,970
Equipment, net		758						758
Total Assets	$	3,444,920			(2,947,147	)	$	497,773
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	8,603					$	8,603
Advances from a related party		16,109						16,109
Shares to be issued		-						-
Total Liabilities		24,712						24,712
Stockholders’
Common stock, $0.001 par value; Authorized 200,000,000; Issued and outstanding 35,464,627 (August 31, 2013 – 34,614,627)		34,615						34,615
Additional paid-in capital		5,962,315			(2,595,030	)(2)		3,367,285
Accumulated other comprehensive loss		(9,802	)					(9,802	)
Deficit accumulated during the development stage		(2,566,920	)		(352,117	)(3)		(2,919,037	)
Total Stockholders’ Equity		3,420,208			(2,947,147	)		473,061
Total Liabilities and Stockholders’ Equity	$	3,444,920			(2,947,147	)	$	497,773

(1)   Assets originally recorded at fair value were adjusted to record at carrying value due to acquiree under common control and to expense acquisition costs incurred.

(2)   Adjustment due to original recording of assets at fair value.

(3)   Adjustment arises from the incorrect capitalization of acquisition costs.

(4)   Acquisition costs paid in common stock.

(5)   Acquisition costs paid in cash.

Reconciliation of Consolidated Statement of Operations and Comprehensive Loss as at August 31, 2013

	For the Period from Inception (June 5, 2003) to November 30,						For the Period from Inception (June 5, 2003) to November 30,
	2013			Restatement			2013
EXPENSES
Professional fees		1,746,383			352,117	(3)		2,098,500
Mineral property claims maintenance fee		98,724						98,724
Exploration		119,740						119,740
Advertising and promotion		17,598						17,598
Telecommunications		18,595						18,595
Rent and occupancy costs		30,218						30,218
Office and general		32,066						32,066
Interest and bank charges		21,671						21,671
Depreciation		363						363
TOTAL OPERATING EXPENSES		2,085,358			352,117			2,437,475
LOSS FROM OPERATIONS		(2,085,358	)		(352,117	)		(2,437,475	)
Interest income		11,821						11,821
Impairment of mining property claims		(584,978	)					(584,978	)
Impairment of convertible note receivable		(23,621	)					(23,621	)
LOSS FROM CONTINUING OPERATIONS BEFORE TAXES		(2,682,136	)		(352,117	)		(3,034,253	)
Income tax		-						-
LOSS FROM CONTINUING OPERATIONS, NET OF TAX		(2,682,136	)		(352,117	)		(3,034,253	)
LOSS FROM DISCONTINUED OPERATION, NET OF TAX		(136,311	)		-			(136,311	)
NET LOSS		(2,818,447	)		(352,117	)		(3,170,564	)
OTHER COMPREHENSIVE LOSS FROM CONTINUING OPERATIONS

Reconciliation of Consolidated Statement of Cash Flows as at August 31, 2013

	For the Period from Inception						For the Period from Inception
	(June 5, 2003) to						(June 5, 2003) to
	November 30,						November 30,
	2013			Restatement			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,818,447	)		(352,117	)(3)	$	(3,170,564	)
Less: Loss from discontinued operations, net of tax expense		136,311						136,311
Loss from continuing operations		(2,682,136	)		(352,117	)		(3,034,253	)
Items not affecting cash
Depreciation		363						363
Accretion expense on convertible notes payable		19,300						19,300
Accrued interest on convertible notes payable		3,274						3,274
Impairment of mineral property claims		584,978						584,978
Impairment of convertible note receivable		23,621						23,621
Loss on disposal of assets		2,762						2,762
Issuance of common stock for services		621,500			300,000	(4)		921,500
Issuance of common stock for rental		3,500						3,500
Write off of deferred offering costs		120,000						120,000
Change in prepaid and sundry		-						-
Change in accounts payable and accrued liabilities		34,037						34,037
Net cash used in operating activities from continuing operations		(1,268,801	)		(52,117	)		(1,320,918	)
Net cash used in operating activities from discontinued operations		(114,257	)					(114,257	)
Net cash used in operating activities		(1,383,058	)		(52,117	)		(1,435,175	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral property claims		(147,095	)		(52,117	)(5)		(94,978	)
Disposition of equipment		4,462						4,462
Acquisition of equipment		(30,124	)					(30,124	)
Net Cash used in investing activities		(172,757	)		(52,117	)		(120,640	)
CASH FLOWS FROM FINANCING ACTIVITIES
Convertible notes receivable		(21,978	)					(21,978	)
Proceeds from convertible note payable		141,040						141,040
Repayment of convertible notes payable		(163,550	)					(163,550	)
Advances from (to) related party		118,000						118,000
Issuance of common stock, net of issuance costs		1,488,906						1,488,906
Net cash provided by (used in) financing activities		1,562,418			-			1,562,418
EFFECT OF FOREIGN CURRENCY TRANSLATION		(6,477	)					(6,477	)
NET INCREASE IN CASH		126			-			126
CASH, BEGINNING OF PERIOD		-						-
CASH, END OF PERIOD	$	126			-		$	126

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Contingencies and Commitments

3 Months Ended

Nov. 30, 2013

Contingencies and Commitments [Abstract]

CONTINGENCIES AND COMMITMENTS

8.   CONTINGENCIES AND COMMITMENTS

The Company is committed under lease agreements for the exclusive right to explore, develop and mine on the Silver Cloud Property. The minimum annual future lease payments are $50,000 until year 2023 with total commitments of $500,000.

In accordance with the Abigail Purchase Agreement, the Company will also owe to the selling group of the Abigail Property the following contingent payments:

·   After spending a total amount of $2,500,000 on the property, $250,000 and an additional 125,000 shares of the Company’s common stock shall be delivered to the selling group.

·   After spending a total amount of $5,000,000 on the property, a further $250,000 and 125,000 shares of the Company’s common stock shall be delivered to the selling group.

·   If a feasibility study is put in place an additional $250,000 and 125,000 shares of the Company’s common stock shall be delivered to the selling group.

·   If a bankable feasibility is put in place a further $500,000 and 250,000 shares of the Company’s common stock shall be delivered to the selling group.

In accordance with the Lac Kame and EM-1 Purchase Agreement, the Company will also owe to the selling group of the properties the following contingent payments:

·   After spending a total amount of $1,000,000 on the property, $50,000 and an additional 125,000 shares of the Company’s common stock shall be delivered to the selling group.

·   After spending a total amount of $2,500,000 on the property, a further $100,000 and 250,000 shares of the Company’s common stock shall be delivered to the selling group.

·   After spending a total amount of $5,000,000 on the property, a further $150,000 and 125,000 shares of the Company’s common stock shall be delivered to the selling group.

If the Company reaches commercial production, it is also subject to a 3% net smelter returns royalty payable to the selling groups in the Abigail Purchase Agreement and the Lac Kame EM-1 Purchase Agreement.

In accordance with the Rimrock, West Silver Cloud and Pony Spur Property purchase agreement, any mineral production these properties is subject to net smelter return royalties of 3%.

In accordance with the Silver Cloud Property purchase agreement, if the Company delineates more than two million ounces of gold in proven and probable reserves on the Mining Claims, then the Company will issue a further 250,000 common shares of the Company to Geologix.  Any mineral production from the Silver Cloud Property is subject to net smelter return royalties of 2% due to Royal Gold Inc. and 3% to the underlying claim owners.

In accordance with the Ivanhoe Creek Property purchase agreement, any mineral production from Ivanhoe Creek Property is subject to net smelter return royalties of 1% due to RMIC Gold.

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Subsequent Event

3 Months Ended

Nov. 30, 2013

Subsequent Events [Abstract]

SUBSEQUENT EVENT

9. SUBSEQUENT EVENT

In December 2013, the Company issued 150,000 shares to complete the acquisition of Ivanhoe Creek Property.

In December 20, 2013, the Company issued 750,000 shares for consulting services rendered.

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Mineral Property Claims (Tables)

3 Months Ended

Nov. 30, 2013

Mineral Property Claims [Abstract]

Mineral property claims acquisition costs

	November 30, 2013		August 31, 2013
Lithium Properties (a)		-		-
Rimrock Property, West Silver Cloud and Pony Spur (b)		74,970		74,970
Silver Cloud Property (c)		305,000		305,000
Ivanhoe Creek Property (d)		15,000		-
		394,970		379,970

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Mineral Property Claims (Details 1) (USD $)	3 Months Ended		126 Months Ended		3 Months Ended				0 Months Ended	3 Months Ended			0 Months Ended		3 Months Ended	0 Months Ended
	Nov. 30, 2013	Nov. 30, 2012	Nov. 30, 2013	Aug. 31, 2013	Aug. 31, 2013 Abigail Lithium Property [Member] Cell ha	Aug. 31, 2013 Lac Kame Property [Member] Cell	Aug. 31, 2013 Em One Property [Member] Cell	Aug. 31, 2013 Lac Kame and EM-1 Purchase Agreement [Member] ha	May 03, 2013 Silver Cloud Property [Member] mine	Aug. 31, 2013 Silver Cloud Property [Member]	Nov. 30, 2013 Silver Cloud Property [Member]	Nov. 30, 2012 Silver Cloud Property [Member]	Feb. 11, 2013 Rimrock Property West Silver Cloud Property And Pony Spur Property [Member]	Nov. 30, 2013 Rimrock Property West Silver Cloud Property And Pony Spur Property [Member]	Nov. 30, 2013 Pescio [Member]	Oct. 07, 2013 Ivanhoe Creek Property [Member] mine acre	Feb. 11, 2013 Carlin Trend And Midas Trend [Member] acre
Mineral Property Claims (Textual)
Mineral Property Claims Maintenance Payments	$ 7,584		$ 98,724
Area of property					9,510			1,966								440	2,000
Mineral property claims capitalized costs	394,970		394,970	379,970							305,000			74,970
Issuance of shares under asset purchase agreement									500,000	500,000			17,800,000			150,000
Acquired mining properties, ownership percentage									100.00%				100.00%			100.00%
Royalty Returns Percentage													3.00%			1.00%
Common stock shares issued to consultant									1,000,000				2,000,000
Amount paid to legal charges									30,000				52,117
Number of unpatented mining claims									522
Number of mining claims									11,210
Number of shares comprised under agreement									400,000
Number of shares assign under agreement									100,000
Description related to mining claim									In addition, if the Company delineates more than two million ounces of gold in proven and probable reserves on the Mining Claims, then the Company will issue a further 250,000 common shares of the Company to Geologix. Any mineral production from the Silver Cloud Property is subject to net smelter return royalties of 2% due to Royal Gold Inc. and 3% to the underlying claim owners.
Lease Expiration Date									Jun. 30, 2023
Transaction costs									180,000
Amount required upon renewal for exploration work															$ 50,000
Number of map-designated cells					178	12	25									22
Expiration date of claims staked					November 2013 to November 2014

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Restatement of Prior Year's Comparative Financial Statements (Details) (USD $)	Nov. 30, 2013	Aug. 31, 2013
Current Assets
Cash	$ 126	$ 36,449
Prepaid and sundry	7,000	80,596
Total Current Assets	7,126	117,045
Long Term Assets
Mining Property Claims	394,970	379,970
Equipment, net	715	758
Total Assets	402,811	497,773
Current Liabilities
Accounts payable and accrued liabilities	34,037	8,603
Advances from a related party		16,109
Shares to be issued	19,740
Total Liabilities	53,777	24,712
Stockholders'
Common stock, $0.001 par value; Authorized 200,000,000; Issued and outstanding 35,464,627 (August 31, 2013 - 34,614,627)	35,465	34,615
Additional paid-in capital	3,493,935	3,367,285
Accumulated other comprehensive loss	(9,802)	(9,802)
Deficit accumulated during the development stage	(3,170,564)	(2,919,037)
Total Stockholders' Equity	349,034	473,061
Total Liabilities and Stockholders' Equity	402,811	497,773
Previously stated
Current Assets
Cash		36,449
Prepaid and sundry		80,596
Total Current Assets		117,045
Long Term Assets
Mining Property Claims		3,327,117
Equipment, net		758
Total Assets		3,444,920
Current Liabilities
Accounts payable and accrued liabilities		8,603
Advances from a related party		16,109
Shares to be issued
Total Liabilities		24,712
Stockholders'
Common stock, $0.001 par value; Authorized 200,000,000; Issued and outstanding 35,464,627 (August 31, 2013 - 34,614,627)		34,615
Additional paid-in capital		5,962,315
Accumulated other comprehensive loss		(9,802)
Deficit accumulated during the development stage		(2,566,920)
Total Stockholders' Equity		3,420,208
Total Liabilities and Stockholders' Equity		3,444,920
Adjustments
Current Assets
Cash
Prepaid and sundry
Total Current Assets
Long Term Assets
Mining Property Claims		(2,947,147)	[1]
Equipment, net
Total Assets		(2,947,147)
Current Liabilities
Accounts payable and accrued liabilities
Advances from a related party
Shares to be issued
Total Liabilities
Stockholders'
Common stock, $0.001 par value; Authorized 200,000,000; Issued and outstanding 35,464,627 (August 31, 2013 - 34,614,627)
Additional paid-in capital		(2,595,030)	[2]
Accumulated other comprehensive loss
Deficit accumulated during the development stage		(352,117)	[3]
Total Stockholders' Equity		(2,947,147)
Total Liabilities and Stockholders' Equity		$ (2,947,147)

[1] Assets originally recorded at fair value were adjusted to record at carrying value due to acquiree under common control and to expense acquisition costs incurred.

[2] Adjustment due to original recording of assets at fair value.

[3] Adjustment arises from the incorrect capitalization of acquisition costs.

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Unaudited Condensed Consolidated Statements of Cash Flows (USD $)	3 Months Ended		126 Months Ended
	Nov. 30, 2013	Nov. 30, 2012	Nov. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (251,527)	$ (50,294)	$ (3,170,564)
Less: Loss from discontinued operations, net of tax expense			136,311
Loss from continuing operations	(251,527)	(50,294)	(3,034,253)
Items not affecting cash
Depreciation	43	55	363
Accretion expense on convertible notes payable		4,825	19,300
Accrued interest on convertible notes payable			3,274
Impairment of mineral property claims			584,978
Impairment of convertible note receivable			23,621
Loss on disposal of assets			2,762
Issuance of common stock for services	202,500		921,500
Issuance of common stock for rental			3,500
Write off of deferred offering costs			120,000
Change in prepaid and sundry	5,596	(9,468)
Change in accounts payable and accrued liabilities	25,434	2,800	34,037
Net cash used in operating activities from continuing operations	(17,954)	(52,082)	(1,320,918)
Net cash used in operating activities from discontinued operations			(114,257)
Net cash used in operating activities	(17,954)	(52,082)	(1,435,175)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral property claims			(94,978)
Disposition of equipment			4,462
Acquisition of equipment			(30,124)
Net Cash used in investing activities			(120,640)
CASH FLOWS FROM FINANCING ACTIVITIES
Convertible notes receivable			(21,978)
Proceeds from convertible note payable			141,040
Repayment of convertible notes payable			(163,550)
Advances from (to) related party	(23,109)		118,000
Issuance of common stock, net of issuance costs	4,740	42,284	1,488,906
Net cash provided by (used in) financing activities	(18,369)	42,284	1,562,418
EFFECT OF FOREIGN CURRENCY TRANSLATION		13	(6,477)
NET INCREASE IN CASH	(36,323)	(9,785)	126
CASH, BEGINNING OF PERIOD	36,449	11,191
CASH, END OF PERIOD	$ 126	$ 1,406	$ 126

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Mineral Property Claims

3 Months Ended

Nov. 30, 2013

Mineral Property Claims [Abstract]

MINERAL PROPERTY CLAIMS

5. MINERAL PROPERTY CLAIMS

As at November 30, 2013, the Company had Lithium Property in the James Bay region of Quebec and Gold Property in Nevada.  These mineral properties are acquired through purchase or lease agreements and are subject to varying royalty interests and lease payments.  During the three months ended November 30, 2013, maintenance payments of approximately $7,584 (three months ended November 30, 2012 – Nil) were required to maintain these mineral properties.

Mineral property claims acquisition costs consist of the following:

	November 30, 2013		August 31, 2013
Lithium Properties (a)		-		-
Rimrock Property, West Silver Cloud and Pony Spur (b)		74,970		74,970
Silver Cloud Property (c)		305,000		305,000
Ivanhoe Creek Property (d)		15,000		-
		394,970		379,970

a.       Lithium Properties

The Company is currently exploring lithium deposits in the Abigail Lithium Property located in the James Bay region of Quebec, Canada.  As of August 31, 2013, the property consists of 178 map-designated cells totaling approximately 9,510 hectares. In addition, the Company holds 12 map-designated cells just north of the Abigail property named Lac Kame and 25 map-designated cells named EM-1.  Combined the Lac Kame property and EM-1, there are total 1,966 hectares.  On August 31, 2013, management decided to fully write down the capitalized cost of Abigail property, based on the management’s decision to not further renew the claims upon their expiration between November 2013 to November 2014.

b.       Rimrock Property, West Silver Cloud and Pony Spur

On February 11, 2013, the Company acquired interests in three prospective gold exploration properties known as the Rimrock Property, West Silver Cloud and Pony Spur, located in northeast Nevada.  The Acquired Properties are comprised of almost 2,000 acres of land and are located on or in close proximity to the Carlin Trend and Midas Trend.  At November 30, 2013, the capitalized costs totaled $74,970.

The Company acquired these interests through the issuance of 17,800,000 shares of its common stock in exchange for 100% of the shares in Rimrock Mining, Inc., a Nevada corporation.  Any mineral production from the Rimrock, West Silver Cloud, and Pony Spur Properties is subject to Net Smelter Returns royalties of 3%. Rimrock Mining, Inc. holds the interests in the properties and otherwise has nominal net assets.  In accordance with the guidance provided in ASC 805-50-30-5, the transaction has been accounted for as “Transactions between Entities under Common Control”. The acquired properties were recorded based on the carrying amounts in the accounts of the transferring entity at the date of transfer.  In addition, the Company issued 2,000,000 shares of its common stock to a consultant and paid legal charges amounting to $52,117 in connection with the transaction.  These costs have been expensed in the period incurred.

c.       Silver Cloud Property

On May 3, 2013, the Company entered into a purchase agreement to acquire an exploration epithermal bonanaza gold-silver property in Nevada, known as the Silver Cloud Property.  Pursuant to the Purchase Agreement, the Company acquired from Geologix a one hundred percent (100%) interest in and to: (i) the Mining Claims that compress 552 unpatented mining claims totaling 11,210 acres, and (ii) the Pescio Lease dated June 1, 1999 between Teck Resources Inc., and Carl Pescio and Janet Pescio, which requires that the Company pays $50,000 to Pescio family annually. The lease term is to June 30, 2023 with option to extend the lease term for three subsequent ten years terms.

In consideration for the Mining Claims and the Pescio Lease, the Company shall issue to Geologix 500,000 shares of the Company’s common stock (the “Rimrock Shares”) comprised of 400,000 shares to Geologix and 100,000 shares Geologix is required to assign to Teck Resources Inc.  In addition, if the Company delineates more than two million ounces of gold in proven and probable reserves on the Mining Claims, then the Company will issue a further 250,000 common shares of the Company to Geologix.  Any mineral production from the Silver Cloud Property is subject to net smelter return royalties of 2% due to Royal Gold Inc. and 3% to the underlying claim owners.  These 500,000 shares were issued during the last quarter ended August 31, 2013.  The acquired properties were recorded based on the fair value of the Company’s shares of common stock to be issued, which was determined based on a recent private placement transaction adjusted for the fair value of warrants issued under that transaction.

The Company issued 1,000,000 shares of its common stock to a consultant and paid legal charges of $30,000 in connection with the transaction.  The total transaction costs of $180,000 have been included in the cost of the assets acquired.  At November 30, 2013, the capitalized costs totaled $305,000 (2012 – Nil), including lease payment of $50,000 to Pescio family.

d.       Ivanhoe Creek Property

On October 7, 2013, the Company closed a purchase agreement with RMIC Gold to acquire an epithermal bonanza gold-silver property in Nevada known as the Ivanhoe Creek Property.  RMIC Gold is a private Nevada company controlled by Richard R Redfern, who is a director of the Company and this is a non-arm’s length transaction. Pursuant to the Purchase Agreement, the Company acquired from RMIC Gold a one hundred percent (100%) interest in and to certain properties that compress 22 unpatented mining claims totaling 440 acres.  In consideration for the acquisition, the Company has agreed to issue 150,000 shares of the Company's common shares to RMIC Gold.  Any mineral production from Ivanhoe Creek Property is subject to Net Smelter Returns royalties of 1% due to RMIC Gold.  The acquired property was valued by the fair value of the Company's share of common stock to be issued, which was based on a recent private placement transaction.

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Restatement of Prior Year's Comparative Financial Statements (Details 1) (USD $)	3 Months Ended		126 Months Ended
	Nov. 30, 2013	Nov. 30, 2012	Nov. 30, 2013
EXPENSES
Professional fees	$ 234,100	$ 40,628	$ 2,098,500
Mineral property claims maintenance fee	7,584		98,724
Exploration		(3,783)	119,740
Advertising and promotion	891	1,256	17,598
Telecommunications	1,540	1,281	18,595
Rent and occupancy costs	2,908	1,913	30,218
Office and general	1,962	2,502	32,066
Interest and bank charges	2,499	6,442	21,671
Depreciation	43	55	363
TOTAL OPERATING EXPENSES	251,527	50,294	2,437,475
LOSS FROM OPERATIONS	(251,527)	(50,294)	(2,437,475)
Interest income			11,821
Impairment of mining property claims			(584,978)
Impairment of convertible note receivable			(23,621)
LOSS FROM CONTINUING OPERATIONS BEFORE TAXES	(251,527)	(50,294)	(3,034,253)
Income tax
LOSS FROM CONTINUING OPERATIONS, NET OF TAX	(251,527)	(50,294)	(3,034,253)
LOSS FROM DISCONTINUED OPERATION, NET OF TAX			(136,311)
Net loss	(251,527)	(50,294)	(3,170,564)
Previously stated
EXPENSES
Professional fees			1,746,383
Mineral property claims maintenance fee			98,724
Exploration			119,740
Advertising and promotion			17,598
Telecommunications			18,595
Rent and occupancy costs			30,218
Office and general			32,066
Interest and bank charges			21,671
Depreciation			363
TOTAL OPERATING EXPENSES			2,085,358
LOSS FROM OPERATIONS			(2,085,358)
Interest income			11,821
Impairment of mining property claims			(584,978)
Impairment of convertible note receivable			(23,621)
LOSS FROM CONTINUING OPERATIONS BEFORE TAXES			(2,682,136)
Income tax
LOSS FROM CONTINUING OPERATIONS, NET OF TAX			(2,682,136)
LOSS FROM DISCONTINUED OPERATION, NET OF TAX			(136,311)
Net loss			(2,818,447)
Restatement
EXPENSES
Professional fees			352,117
TOTAL OPERATING EXPENSES			352,117
LOSS FROM OPERATIONS			(352,117)
LOSS FROM CONTINUING OPERATIONS BEFORE TAXES			(352,117)
LOSS FROM CONTINUING OPERATIONS, NET OF TAX			(352,117)
LOSS FROM DISCONTINUED OPERATION, NET OF TAX
Net loss			$ (352,117)

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Mineral Property Claims (Details) (USD $)	Nov. 30, 2013	Aug. 31, 2013
Mineral Property Claims Acquisition Costs
Mineral Rights	$ 394,970	$ 379,970
Lithium Properties [Member]
Mineral Property Claims Acquisition Costs
Mineral Rights
Rimrock Property West Silver Cloud Property And Pony Spur Property [Member]
Mineral Property Claims Acquisition Costs
Mineral Rights	74,970	74,790
Silver Cloud Property [Member]
Mineral Property Claims Acquisition Costs
Mineral Rights	305,000	305,000
Ivanhoe Creek Property [Member]
Mineral Property Claims Acquisition Costs
Mineral Rights	$ 15,000