SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2013

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

For the transition period from ___________ to __________

Commission File No. 333-149552

RIMROCK GOLD CORP.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

75-3266961

(IRS Employer Identification No.)

3651 Lindell Rd. Suite #D155

Las Vegas, NV 

89103

(Address of principal executive offices)(Zip Code)

1-800-854-7970

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class registered: None

Name of each exchange on which registered: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.001

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.        Yes o    No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes o     No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant 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 o   No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference Part III of this Form 10-K or any amendment to this Form 10-K.   x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions 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	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, February 28, 2013 was $2,278,338.90.

As of April 11, 2014, the registrant had 36,614,627 shares of common stock issued and outstanding.

Documents Incorporated by Reference:

None.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) amends Rimrock Gold Corp.’s (the “Company”) Annual Report on Form 10-K for the fiscal year ended August 31, 2013 (“Original Filing”) originally filed on November 15, 2013 with the U.S. Securities and Exchange Commission (the “Commission”). We are filing this Amendment No. 1 for the purpose of revising the Company’s consolidated financial statements and related notes and add an additional discussion to the Management’s Discussion and Analysis.

Except for the changes effected by this Amendment No. 1 on Form 10-K/A, no modification or update is otherwise made to any other disclosures or exhibits to the Original Filing.

TABLE OF CONTENTS

PART I
ITEM 1.	BUSINESS	2
ITEM 1A	RISK FACTORS	10
ITEM 1B	UNRESOLVED STAFF COMMENTS	14
ITEM 2.	PROPERTIES	15
ITEM 3.	LEGAL PROCEEDINGS	16
ITEM 4.	MINE SAFETY DISCLOSURES	16
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES	17
ITEM 6.	SELECTED FINANCIAL DATA	17
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	18
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	32
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	33
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES	34
ITEM 9A.	CONTROLS AND PROCEDURES	34
ITEM 9B.	OTHER INFORMATION	35
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	35
ITEM 11.	EXECUTIVE COMPENSATION	36
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	37
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	37
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	38
PART IV
ITEM 15.	EXHIBITS FINANCIAL STATEMENT SCHEDULES	39

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or 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 Annual Report on Form 10-K 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 Annual Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K 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 Annual Report on Form 10-K.

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;

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PART I

ITEM 1.    BUSINESS

General

Rimrock Gold Corp. (f/k/a Tucana Lithium Corp., Oteegee Innovations Inc. and Pay By The Day Holdings Inc., (the “Company” or “Rimrock”) 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. The Company was incorporated in August 2007 in the State of Nevada.

On August 31, 2007 we entered into a share exchange agreement with Pay By The Day Company Inc., an Ontario Corporation incorporated in June 2003 (“PBTD” or “Pay By The Day”), whereby PBTD became our wholly owned subsidiary. PBTD commenced operations in July 2003 and at the time of the share exchange agreement the sole owner of PBTD was Jordan Starkman, the Company’s officer and director.

On March 22, 2010, the Company filed a certificate of amendment to the Company’s articles of incorporation with the Nevada Secretary of State changing the Company’s name to Oteegee Innovations, Inc.

On April 7, 2010, the Company effected a 1 for 10 forward split of its issued and outstanding common stock. The Company’s issued and outstanding common shares were increased from 1,539,000 to 15,390,000. The Company also increased its authorized common shares from 100,000,000 to 200,000,000.

On December 2, 2010 the Company closed an Asset Purchase Agreement with Alain Champagne and other parties (the “Seller Group”) to acquire 100% interest in the Abigail Lithium Project located in the James Bay, Quebec region of Canada. It is covered by NTS sheets 32O12 and 32O13.  The property is made up of 222 map-designated cells totaling approx 11,844 hectares.   Pursuant to the Abigail purchase Agreement, on December 7, 2010 the Company issued a total of 15,000,000 shares of common stock plus committed to an additional payment of $250,000 in cash with $100,000 payable 90 days from the closing of the Agreement and $150,000 payable 180 days from the closing of the Agreement.  In addition, the Company agreed to a minimum initial exploration work budget 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 Property. The program commence date was delayed due to poor weather conditions in the region.

In March 2011, the Company issued 5,000,000 shares of common stock at $0.02 per share reflecting the first payment of $100,000 for the property.  On May 15, 2011, the Company issued a 10% Convertible Debenture with a principal amount of $150,000 (the “Debenture”) to Alain Champagne (the “Holder”). The Debenture is due twelve months from the date of issuance. Additionally, the Holder is entitled to convert, at any time, until the Debenture is paid in full, all or any part of the principal plus accrued interest into shares of the Company’s common stock at a per share conversion price of $0.15. On May 24, 2011 the Company repaid $100,000 and on June 25, 2011 the Company paid off the balance of $50,000 fulfilling all the obligations to the Selling Group for the purchase price of the property.  In July 2011, the Ministry of Natural Resources transferred all mining claims into the name of Tucana Exploration Inc., a company incorporated in the State of Wyoming on February 22, 2011 (“Tucana”).  Tucana is a 100% wholly owned subsidiary of the Company.

On May 3, 2011, 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 Tucana Lithium Corp.

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After spending a total amount of $2,500,000 on the Abigail Lithium Project, the Seller Group will receive an additional 1,000,000 shares of the Company’s common stock and an additional cash payment of $250,000. After spending a total amount of $5,000,000 on the Project, the Seller Group will receive an additional 1,000,000 shares of the Company’s common stock and an additional cash payment of $250,000. If a feasibility study is put in place an additional 1,000,000 shares and $250,000 will be delivered to the Seller Group, and if a bank feasibility is put in place a further 2,000,000 shares and $500,000 cash will be delivered to the Seller Group. The Company has also agreed to pay the Seller Group a 3% royalty on any commercial producing mineral deposit.

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 had 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.

On May 11, 2012, the Company entered into an Asset Purchase Agreement (the “Assets Purchase Agreement”) with a group of sellers with Alain Champagne as the representative (“the Selling Group”) to acquire from the Selling Group all of the interest in two mining properties known as the Lac Kame and EM-1 both located in the Nemaska area of James Bay, Quebec region of Canada (the “Acquired Mines”), and in exchange, the Company shall issue a total of 2,000,000 shares of the Company’s common stock and make a cash payment of $3,000 to the Selling Group (the “Assets Acquisition”). The amount of consideration paid for the Acquired Mines is less than 10% of the total assets of the Company as of the closing of the Assets Acquisition. In addition, pursuant to the Assets Purchase Agreement, the Company agreed to an additional payment of $50,000 and the issuance of 1,000,000 shares to the Selling Group if and when the Company spends a total of $1,000,000, an additional payment of $100,000 and the issuance of 1,000,000 if and when the Company spends $2,500,000, and an additional payment of $150,000 and the issuance of 1,000,000 shares if and when the Company spends a total of $5,000,000 on the Acquired Mines. The amount of spending by the Company on the Acquired Mines is deemed as an index of any previously unidentified and additional value of the properties. The Company also agreed to pay the Selling Group a 3% net smelter royalty on any commercial producing mineral deposit from the Acquired Mines pursuant to the Assets Purchase Agreement. The Company's main interest with the Lac Kame and EM-1 claims will be magnetic anomalies for kimberlite based upon the airborne magnetic survey released in October 2011.

On May 11, 2012, the Company also entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with (i) Pay By The Day Company Inc., a Ontario corporation and a wholly owned subsidiary of the Company (“Pay By The Day”); and (ii) Jordan Starkman, Chief Executive Officer and the sole director of the Company and President of the Subsidiary, pursuant to which, Mr. 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.

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

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 Rimrock Property, West Silver Cloud and Pony Spur, located in northeast Nevada (the “Acquired Properties”) and issued 17,800,000 shares of its common stock, par value $0.001 (the “Common Stock”), to the sellers of the Acquired Properties as consideration for such properties. Any mineral production from the Rimrock, West Silver Cloud, and Pony Spur Properties is subject to Net Smelter Returns royalties of 3%. To date, the Company’s main exploration target has been the Abigail Lithium Property located in the James Bay, Quebec region of Canada.

As a condition to closing of the Merger Agreement, on February 8, 2013 the Company effected a 1-for-8 reverse split of the issued and outstanding shares of the Common Stock (the “Reverse Stock Split”). As a result, the issued and outstanding shares of Common Stock decreased from 66,435,908 shares prior to the Reverse Stock Split to 8,304,488 shares following the Reverse Stock Split.

3

On February 13, 2013, the Company completed an initial closing (the “Initial Closing”) of a “best efforts min-max” private offering of a minimum of $500,000 up to a maximum $1,000,000 (the “Offering”) with a group of accredited investors (the “Purchasers”) for total gross proceeds to us of $502,000. Pursuant to a subscription agreement with the Purchasers (the “Subscription Agreement”), we issued to the Purchasers (i) shares of our Common Stock at a purchase price of $0.20 per share; and (the “Shares”) and (ii) warrants (the “Warrants”) to purchase shares (the “Warrant Shares” and together with the Shares and the Warrants, the “Securities”) of our Common Stock at an exercise price of $0.30 per share.

On May 3, 2013, the Company entered into a purchase agreement (the “Purchase Agreement”) with Geologix Explorations Inc., a corporation existing under the laws of the Province of British Columbia (“Geologix Canada”) and Geologix (U.S.) Inc., a Nevada corporation (“Geologix USA” and, together with Geologix Canada, “Geologix”) to acquire an exploration epithermal bonanaza gold-silver property in Nevada know as the Silver Cloud Property (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 “Pescio Lease”) which requires that the Company pays $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 (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.

Geologix has agreed not to sell, transfer, negotiate or enter into any agreement to sell or announce an intention to sell or transfer two-hundred thousand (200,000) of the Rimrock Shares for a period of six (6) months from their date of issuance and the remaining two-hundred thousand (200,000) Rimrock Shares for a period of twelve (12) months from their date of issuance.

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

Recent Development

On October 11, 2013, the Company acquired the 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 stock 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.

In September and November 2013, the Company elected to drop the 25 EM-1 claims, the 12 Lac Kame claims, and 83 Abigail claims.

Gold Industry

Gold holds a significant role as a reserve asset as it is a highly liquid commodity with extensive appeal and functionality. The future outlook for gold forecasts an increase in demand that exceeds the amount of available supply.

Gold is referred to as a precious metal; a classification of metals that are considered to be rare or have a high economic value. Humans have fashioned gold into decorations and jewelry since as early as 4,000 BC.

The scarcity and beauty of this element has made it both a valuable commodity and investment vehicle throughout the history of humans. Gold is used in a wide range of technologies which can be attributed to its unique technical properties. It is both highly conductive, third to silver and copper, and resistant to corrosion. It is also highly malleable and ductile making it easy to physically manipulate into wire or sheets.

4

Purchases of gold by central banks have increased in 2011, reinforcing gold’s significant role as a reserve asset. The jewelry sector saw a steady rise during the first quarter of 2011 with the demand increasing by 7% in comparison to the same quarter of 2010. India and China will continue to lead the demand for gold as it is viewed as not just a commodity but a vital component of their cultural and religious traditions. The global demand for gold in the form of jewelry, as an investment or within technology is expected to continue to grow in 2012 and beyond.

Gold Uses
Jewelry	Over 60% of the world’s supply of gold is manufactured in various forms of jewellery.
Electronics	Gold is the material of choice for telecommunications, information technology, wiring, connectors, circuit boards, contacts and other critical applications that require high performance and safety.
Medicine	Use of gold in medicine and dentistry dates back thousands of years. Recently, gold has been used in the treatment of cancers, treatment of facial nerve paralysis, as an implant for microsurgery of the ear, and as a vaccine. Gold is used in dental applications as it is bio-compatible, malleable, and resistant to corrosion.
Nanotechnology	Gold appears differently on a nano-scale; the particles are a deep crimson red or light blue and also become reactive. The unusual optical properties of these particles have found uses in various diagnostic devices.
Space	Reflective gold-coated plastic film protects essential equipment from intense solar radiation and heat. Astronauts’ helmets also have a layer of gold on their helmets to defend against lethal doses of radiation when working in space.
Engineering	Gold is used as a lubricating material, a coating on architectural glass, in fuel cells, jet engines and other high-tech applications by engineers.

The supply of gold consists of a combination of current production from mining and the draw-down of existing stocks of gold held by governments, financial institutions, industrial organizations and private individuals. Based on publically available information, gold demand in 2012 was a record $236.4 billion in value, despite declining tonnage demand of 4% year-over-year to 4,855 tons. In 2012, gold demand by sector was comprised of jewelry (43%), bar and coin (29%), technology (10%), central bank purchases (12%), and ETF investments (6%). Global mine production increased 2% year-over-year and supply from recycled gold decreased 5%. Mine production (3,138 tons) represented approximately 64% of global gold supply in 2012.

The price of gold is volatile and is affected by many factors beyond our control, such as the sale or purchase of gold by central banks and financial institutions, inflation or deflation, fluctuation in the value of the US dollar and foreign currencies, global and regional demand and the political and economic conditions of major gold producing countries throughout the world. The following table presents the annual high, low and average afternoon fixing prices for gold over the past ten years, expressed in US dollars per ounce, on the London Bullion Market.

Operations of Rimrock Mining

Rimrock Gold’s commitment to asset growth and increased shareholder value will be sustained by the development of highly prospective projects, accelerated exploration activities and the acquisition of viable properties. The Company has selected a strong advisory board of directors with years of experience in the Nevada region to assist in the planning of the Company’s activities.

From the Nevada Bureau of Mines and Geology, gold mining in Nevada is a major industry, and one of the largest sources of gold in the world. Nevada currently mines 79% of all the gold in the United States, which is equivalent to 5,640,000 troy ounces (175 t) in 2009. Total gold production from Nevada recorded from 1835 to 2008 totals 152,000,000 troy ounces (4,700 t), worth over US $228 billion at 2011 prices. Almost all the gold in Nevada comes from large open pit mining and cyanide heap leaching recovery. The Carlin Trend, part of what is also known as the Carlin Unconformity by geologists, is 5 miles (8 km) wide and 40 miles (60 km) long running northwest-southeast, has since produced more gold than any other mining district in the United States and is one of the world’s richest gold districts.

The Company is currently focused on mineral exploration and development activities in the Carlin trend and Midas trend regions of Nevada. The Company’s Nevada properties include Rimrock, Silver Cloud, West Silver Cloud, Pony Spur and the more recent acquisition of Ivanhoe Creek.

Our strategy is to advance each of these projects to the drilling stage as aggressively as prudent financing will allow and to determine the presence of gold, silver or other precious mineral resources. If we are successful in doing so, we believe we can attract the attention of the existing mining companies already operating in the area or new mining companies to either enter into development agreements with us or to acquire the projects from us outright.

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. Any mineral production from the Rimrock, West Silver Cloud, and Pony Spur Properties is subject to Net Smelter Returns royalties of 3%.

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. 

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.

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.

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.

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.

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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.

Lithium Industry

The market for lithium is still small and relatively restricted. Lithium is a key component in existing battery technology, particularly for portable electronics applications. The lithium sector has been further stimulated with the need to develop more environmentally friendly transportation choices.  A combination of rising gasoline prices and environmentally-conscious consumers further spurred the hybrid and electric vehicle sector in 2009, culminating in a US government stimulus package directed at the lithium battery and electric vehicle sector in 2009.

Lithium is a light, highly reactive metal with uses in a variety of industrial applications including ceramics, lubricants and pharmaceuticals.  The fastest growing market for lithium is as lithium carbonate for use in batteries, including those in cell phones, computers and new generations of electric and hybrid vehicles.  The supply of lithium necessary to produce lithium carbonate can come from two principal sources: (1) brines containing high concentrations of lithium and other elements; and (2) the mineral spodumene, which is usually concentrated in pegmatite deposits.  Lithium from spodumene is in silicate form and following mining and production of a concentrate, requires processing to be converted to lithium carbonate. The Company believes that lithium demand will grow as its value as a preferred battery material is fully realized.

The Company is still driven in its belief in technology and is looking to stay in the vertical technology space.  Our growth will continue with a focus in the commodity supply side starting with the Property.  Lithium is a viable entry point into the mining sector due to its diverse range of end uses.  This environmentally benign metal is the established power for literally billions of applications.  We consider the battery market, primarily for hybrid and electric vehicles and as storage batteries for wind and solar power plants, as its target market.  Lithium ion batteries have become the rechargeable battery of choice for the makers of cell phones, laptop computers, power tools, and hybrid cars.  Lithium dominates the battery market because of its relatively lighter weight and energy density three times that of its nickel metal hydride competitor.  As well, it recharges faster, lasts longer and operates in temperatures well below freezing.  In addition, the future of lithium lies in the global demand for environmentally friendly plug-in electric cars.  In the US, 300,000+ hybrid cars were sold last year and as a further spur to the market, the US government has pledged US$27.4 billion in loans/grants to electric vehicle and lithium battery markets.

Operations of Tucana Exploration

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 situated in the north-eastern part of the Superior Province, which itself lies in the heart of the Canadian Shield. The Superior Province extends from Manitoba to Quebec, and is mainly made up of Archean rocks. The general metamorphism is at the greenschist facies, except in the vicinity of intrusive bodies, where it can go to the amphibolite-to-granulite facies.

The Property is located in a gneissic formation between the Lac des Montagnes volcano-sedimentary belt and the Champion Lake granitoids. The geological maps by Valiquette reveal the presence of basalt and/or amphibolite remnants in a gneissic formation intruded by granites.

Historical work done by the Quebec Ministry of Natural Resources can be summarized by two reports. The first is a description of the geology of the area accompanied by a geological map, and was released in 1975 as RG 158. This report outlined the geology of the whole area, including the Lac des Montagnes volcanic belt found on the south part of the property. The other survey was released in 2011 and consisted of an airborne magnetic/gradiometric survey that outlined several magnetic lineaments on the property. Only two mining companies can be considered to have performed historical work on the property, the SDBJ in 1981, with an EM-Input airborne survey, and Westmin from 1986 to 1988, with airborne Dighem survey and minor ground work, mainly prospection and VLF-EM survey. The Dighem survey revealed EM anomalies along a major magnetic lineament, which crosses the south part of the property. Up until now, no drill holes have been reported on the Property.

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From a geological standpoint, the Property can be divided in two parts: north and south of the Route du Nord. The part north of Route du Nord is mainly underlain by paragneiss and diorites, with granite and granodiorites in the extreme north part of the property. Remnants of basaltic flows have been recognized in the paragneiss. This paragneiss is in fact made up of metamorphosed sediments and probably represents a Precambrian sedimentary basin.  The part of the property south of the Route du Nord is mainly underlain by the Lac des Montagnes Formation, a metamorphosed greenstone belt composed of biotite, sillimanite and stauride-bearing schist. Ultramafic to felsic flows along with ultramafic intrusions can be recognized in places in the Lac des Montagnes Formation. A diabase dyke crosses the western part of the property in a NW/SE direction, and an unexplained circular magnetic structure is observed just to the SE of the property.

Mineralized zones have not been discovered or estimated on the property and no production has ever occurred on the Property, however recent work in the area has been performed by Golden Goose Resources outlined in Nisk-1 deposit, approximately 6.5 km to the SE of the Property. NI-43-101 compliant resources were evaluated by RSW, This deposit is now owed by Nemaska Exploration, who bought Golden Goose’s interest in all its claims in the James Bay area in 2009. In May 2010, Nemaska reported NI-43-101 resources estimated by Geostat System International on the Whabouchi property; this deposit contains Li2O and BeO and is located 1.5 km to the W of the Property.

The geology of the Property is relatively complex and unexplored.  Five deposit types can be considered to guide exploration of the property; they are as follows:

● Lithium (spodumene)-bearing pegmatites

In 1962-63, a lithium occurrence was discovered in a pegmatite close to the boundary of the gneissic formation and the Lac des Montagnes belt, about 3 km west of the Property. Values of up to 2.34% Li2O, 0.13% BeO/6.4 m and 2.63% Li2O, 0.16% BeO/6.4 m in Hole 14891 and 1.44% Li2O over 83.2 m in Hole 24042 were reported in GM 57880 by Canico. Forty years later, Inco re-sampled the same pegmatite for its tantalum content and obtained 0.026% Ta over 1.0 m and 3.53% Li2O also over 1.0 m in channel samples. This spodumene4-bearing pegmatite is now owned by Nemaska Exploration Inc., and is known as the Whabouchi property. The resource estimate for Whabouchi deposit is given in the preceding item.

● Magmatic nickel sulphide deposits associated with an ultramafic intrusion

In 2008, Golden Goose produced an updated resource estimate for the Nisk-1 deposit (Lac Levac property), located about 7 km SE of the Property. The Nisk-1 deposit is located close to the boundary between the gneissic formation and the Lac des Montagnes belt. It is related to an ultramafic intrusion that cuts the surrounding rocks. Nisk-1 was described by Pierre Trudel, Eng, Ph.D.5, as a magmatic nickel sulphide deposit associated with an ultramafic intrusion. Known orebodies of this type are Voisey’s Bay (Labrador) and Lynn Lake (Manitoba). The NI 43-101 resource reported by Golden Goose is shown in Table 3.

TABLE 3:NISK-1 RESOURCE

Resource Category	Tonnes (millions)		Ni %		Cu %		Co %		Pd (g/t)		Pt (g/t)
Measured		1.255		1.09		0.56		0.07		1.11		0.2
Indicated		0.783		1		0.53		0.06		0.91		0.29
Inferred		1.053		0.81		0.32		0.06		1.06		0.5

● Volcanogenic Massive Sulphide (VMS) deposits

As the Property covers part of the Lac des Montagnes volcano-sedimentary formation, volcanogenic massive sulphide (VMS) type deposits associated with metamorphosed intermediate-to-felsic volcanics should be considered. Known examples of this type of deposit, albeit in less metamorphosed formations, are the Horne Mine in Rouyn-Noranda and the Matagami Lake Mine in Matagami.

● Uranium and associated elements in pegmatites

A uranium–thorium occurrence was discovered around 1978 in a pegmatite with 1,189 ppm ThO2 and 565 ppm U3O8, approximately 15 km ENE of the property in a pegmatite located within the same gneissic formation. It is identified on the map in Figure 6, “Property Geology and Diamond Drill Holes” as the Lac Arques SW occurrence.

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● Chromite deposits

Since the early sixties, chromite occurrences have been known to occur in the Lac des Montagnes area, close to the SE shore of Lac des Montagnes, at the base of an ultramafic intrusion west of the Property. Over the years, Noranda, Inco, Canex Placer, SDBJ, Freewest and Muscocho Explorations have worked on these chromite showings. In 1978, SDBJ reported a grade of 30.87% Cr with 11.84% Fe in a grab sample, for a Cr/Fe ration of 2.6. In 1988, Freewest obtained 36.55% Cr in a chip sample, over a length of 1.05 m.

The Property is on strike with the spodumene-bearing pegmatite located on the Whabouchi property held by Nemaska Exploration Inc. The 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 1 km north of the Whabouchi pegmatite can be interpreted as an ultramafic intrusion. An airborne survey over the 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.

The Property is easily accessible which greatly enhances the economics of the project, as “Route du Nord” crosses the south part of the Property. This road originates in the town of Chibougamou, approximately 280 km to the SSE, and leads to the village of Nemaska and the Route de la Baie-James. Due to the size of the Property, parts of the property must be accessed by boat, using the network of lakes and rivers, and by foot.  Several parts of the Property will probably require helicopter support, being too isolated. There are no mining infrastructures on the property. Room and board are provided by CCDC Relais Routier Nemiscau, 23 km west of the Property.  A Hydro-Quebec powerline has been built along the “Route du Nord” in the region of the Property, and the Nemiscau airport is located 20 km west of the property, serviced by Air Creebec and chartered flights. The village of Nemaska and the Relais Routier CCDC located respectively 35 and 15 km to the west of the Property may be used to house workers and service the Property. In addition, the Property is covered by the cellular networks.

The Company’s acquisition of the Property allows us to experience and prosper from the booming mining sector. Furthermore, we are fortunate to be situated beside Nemaska Exploration’s Whabouchi project.  The Property is located 1.5 km west of Nemaska Exploration’s Whabouchi lithium project.  The Whabouchi property has confirmed high grade spodumene concentrate, and has been ranked 1st in Canada and 3rd in the world amongst hard rock pegmatite projects being developed by researcher signumBOX.

Our growth will continue with a focus in the commodity supply side starting with the Property.  Lithium is a viable entry point into the mining sector due to its diverse range of end uses.  This environmentally benign metal is the established power for literally billions of applications.  We consider the battery market, primarily for hybrid and electric vehicles and as storage batteries for wind and solar power plants, as its target market.  Lithium ion batteries have become the rechargeable battery of choice for the makers of cell phones, laptop computers, power tools, and hybrid cars.  Lithium dominates the battery market because of its relatively lighter weight and energy density three times that of its nickel metal hydride competitor.  As well, it recharges faster, lasts longer and operates in temperatures well below freezing.  In addition, the future of lithium lies in the global demand for environmentally friendly plug-in electric cars.  In the US, 300,000+ hybrid cars were sold last year and as a further spur to the market, the US government has pledged US$27.4 billion in loans/grants to electric vehicle and lithium battery markets.

We will seek to form strategic relationships with large technology companies for distribution of potentially all end products.  The Company believes it is in the most opulent area for future growth and creating shareholder value.

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Competition

We compete with other mineral resource exploration companies for financing and for the acquisition of new mineral properties.  Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us.  Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties.  In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties.  This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration.  This competition could adversely impact on our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties.

Compliance with Governmental Regulation

We are committed to complying with and are, to our knowledge, in compliance with, all governmental and environmental regulations applicable to our company and our Property. Permits from a variety of regulatory authorities are required for many aspects of mine operation and reclamation. We cannot predict the extent to which these requirements will affect our company or our Property if we identify the existence of minerals in commercially exploitable quantities. In addition, future legislation and regulation could cause additional expense, capital expenditure, restrictions and delays in the exploration of our Property.

Employees

As of August 31, 2013, we had two employee and two part-time consultants to the Company.

ITEM 1A.      RISK FACTORS

Our business, operating results, financial condition, and prospects are subject to a variety of significant risks, many of which are beyond our control. The following is a description of some of the important risk factors that may cause our actual results in future periods to differ substantially from those we currently expect or seek. The risks described below are not the only risks facing us. There are additional risks and uncertainties not currently known to us or that we currently deem to be immaterial that also may materially adversely affect our business, operating results, financial condition, or prospects.

We have a limited operating history that you can use to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company.

We were incorporated in Nevada in August 2007. With the exception of $36,449 in cash, we have no significant financial resources and limited revenues to date. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive environment in which we will operate. Since we have a limited operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to meet our expenses and support our anticipated activities.

Our auditor has expressed substantial doubt as to our ability to continue as a going concern.

Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. For the year ended August 31, 2013 we have incurred a net loss of $665,498 and an accumulated deficit of $2,433,812. If we cannot generate sufficient revenues from our services, we may have to delay the implementation of our business plan.

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Our future success is dependent, in part, on the performance and continued service of Jordan Starkman, our only officer. Without his continued service, we may be forced to interrupt or eventually cease our operations.

We are presently dependent to a great extent upon the experience, abilities and continued services of Jordan Starkman and Richard Redfern our only Directors. We currently do not have an employment agreement with Mr. Starkman or Mr. Redfern. The loss of his services could have a material adverse effect on our business, financial condition or results of operation.

Because of the speculative nature of exploration of mineral properties, we may never discover a commercially exploitable quantity of minerals, our business may fail and investors may lose their entire investment.

We are in the very early exploration stage and cannot guarantee that our exploration work will be successful, or that any minerals will be found, or that any production of minerals will be realized. The search for valuable minerals as a business is extremely risky. Substantial investment will be required to move the Company toward the production of minerals. This may require bringing in a partner to make the necessary investment, but there are no plans at this time for any form of partnership or merger. We can provide investors with no assurance that exploration on our properties will establish that commercially exploitable reserves of minerals exist on our property. Additional potential problems that may prevent us from discovering any reserves of minerals on our property include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. If we are unable to establish the presence of commercially exploitable reserves of minerals on our property our ability to fund future exploration activities will be impeded, we will not be able to operate profitably and investors may lose all of their investment in our company.

We have no known mineral reserves and we may not find any gold, silver, or lithium and even if we find gold, silver or lithium it may not be in economic quantities. If we fail to find any gold, silver, or lithium or if we are unable to find gold, silver, or lithium in economic quantities, we will have to suspend operations.

We have no known mineral reserves. Additionally, even if we find gold, silver, or lithium in sufficient quantity to warrant recovery it ultimately may not be recoverable. Finally, even if any gold, silver, or lithium is recoverable, we do not know that this can be done at a profit. Failure to locate gold, silver, or lithium in economically recoverable quantities will cause us to suspend operations.

Supplies needed for exploration may not always be available. If we are unable to secure exploration supplies we may have to delay our anticipated business operations.

Competition and unforeseen limited sources of supplies needed for our proposed exploration work could result in occasional spot shortages of supplies of certain products, equipment or materials. There is no guarantee we will be able to obtain certain products, equipment and/or materials as and when needed, without interruption, or on favorable terms. Such delays could affect our anticipated business operations and increase our expenses. 

Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.

Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the mineral claim may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration do not reveal viable commercial mineralization, we may decide to abandon our claims. If this happens, our business will likely fail.

The marketability of natural resources will be affected by numerous factors beyond our control which may result in us not receiving an adequate return on invested capital to be profitable or viable.

The marketability of natural resources which may be acquired or discovered by us will be affected by numerous factors beyond our control. These factors include market fluctuations in gold, silver, or lithium pricing and demand, the proximity and capacity of natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of mineral resources and environmental protection regulations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.

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Exploration and production activities are subject to certain environmental regulations which may prevent or delay the commencement or continuation of our operations.

In general, our exploration and production activities are subject to certain federal, state and local laws and regulations relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuation of a given operation. Specifically, we may be subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes. In addition, legislation has been enacted which requires well and facility sites to be abandoned and reclaimed to the satisfaction of state authorities. However, such laws and regulations are frequently changed and we are unable to predict the ultimate cost of compliance. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.

Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.

The business of mineral exploration and development is subject to substantial regulation under various countries’ laws relating to the exploration for, and the development, upgrading, marketing, pricing, taxation, and transportation of mineral resources and related products and other matters. Amendments to current laws and regulations governing operations and activities of mineral exploration and development operations could have a material adverse impact on our business. In addition, there can be no assurance that income tax laws, royalty regulations and government incentive programs related to the properties mineral exploration industry generally will not be changed in a manner which may adversely affect our progress and cause delays, inability to explore and develop or abandonment of these interests.

Permits, leases, licenses, and approvals are required from a variety of regulatory authorities at various stages of exploration and development. There can be no assurance that the various government permits, leases, licenses and approvals sought will be granted in respect of our activities or, if granted, will not be cancelled or will be renewed upon expiry. There is no assurance that such permits, leases, licenses, and approvals will not contain terms and provisions which may adversely affect our exploration and development activities.

Planned exploration, and if warranted, development and mining activities involve a high degree of risk.

We cannot assure you of the success of our planned operations. Exploration costs are not fixed, and resources cannot be reliably identified until substantial development has taken place, which entails high exploration and development costs. The costs of mining, processing, development and exploitation activities are subject to numerous variables which could result in substantial cost overruns. Mining for base or precious metals may involve unprofitable efforts, not only from dry properties, but from properties that are productive but do not produce sufficient net revenues to return a profit after accounting for mining, operating and other costs.

Our operations may be curtailed, delayed or cancelled as a result of numerous factors, many of which are beyond our control, including economic conditions, mechanical problems, title problems, weather conditions, compliance with governmental requirements and shortages or delays of equipment and services.

We do not insure against all risks associated with our business because insurance is either unavailable or its cost of coverage is prohibitive. The occurrence of an event that is not covered by insurance could have a material adverse effect on our financial condition.

The impact of government regulation could adversely affect our business.

Our business is subject to applicable domestic and foreign laws and regulations, including laws and regulations on taxation, exploration, and environmental and safety matters. Many laws and regulations govern the spacing of mines, rates of production, prevention of waste and other matters. These laws and regulations may increase the costs and timing of planning, designing, drilling, installing, operating and abandoning our mines and other facilities. In addition, our operations are subject to complex environmental laws and regulations adopted by domestic and foreign jurisdictions where we operate. We could incur liability to governments or third parties for any unlawful discharge of pollutants into the air, soil or water, including responsibility for remedial costs.

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The submission and approval of environmental impact assessments may be required.

Environmental legislation is evolving in a manner which means stricter standards; enforcement, fines and penalties for noncompliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations. Because the requirements imposed by these laws and regulations frequently change, we cannot assure you that laws and regulations enacted in the future, including changes to existing laws and regulations, will not adversely affect our business.

Decline in mineral prices may make it commercially infeasible for us to develop our property and may cause our stock price to decline.

The value and price of your investment in our common shares, our financial results, and our exploration, development and mining activities may be significantly adversely affected by declines in the price of minerals and other precious metals. Mineral prices fluctuate widely and are affected by numerous factors beyond our control such as interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of mineral-producing countries throughout the world. The price of minerals fluctuates in response to many factors, which are beyond anyone’s prediction abilities. The prices used in making the estimates in our plans differ from daily prices quoted in the news media. Because mining occurs over a number of years, it may be prudent to continue mining for some periods during which cash flows are temporarily negative for a variety of reasons. Such reasons include a belief that the low price is temporary, and/or the expense incurred is greater when permanently closing a mine.

We may not have access to all of the supplies and materials we need to begin exploration, which could cause us to delay or suspend operations.

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies such as dynamite as well as certain equipment like bulldozers and excavators that we might need to conduct exploration. If we cannot obtain the necessary supplies, we will have to suspend our exploration plans until we do obtain such supplies.

The ability to successfully deploy our business model is heavily dependent upon United States’ and Canadian economic conditions.

The ability to successfully deploy our business model is heavily dependent upon the general state of the US and Canadian economy. We cannot assure you that favorable conditions will exist in the future. A general economic recession in the United States and Canada or a devaluation of the US Dollar and Canadian Dollar relative to the Euro could have a serious adverse economic impact on us and our ability to obtain funding and generate projected revenues. 

There is no assurance of an active public market or that the common stock will ever trade on a recognized exchange. Therefore, you may be unable to liquidate your investment in our stock.

There is no established public trading market for our common stock. Our shares are not and have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with the National Association of Securities Dealers, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.

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The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a shareholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for its shares.

We do not intend to pay dividends and there will thus be fewer ways in which you are able to make a gain on your investment.

We have never paid dividends and do not intend to pay any dividends for the foreseeable future. To the extent that we may require additional funding currently not provided for in our financing plan, our funding sources may prohibit the declaration of dividends. Because we do not intend to pay dividends, any gain on your investment will need to result from an appreciation in the price of our common stock. There will therefore be fewer ways in which you are able to make a gain on your investment.

We face risks related to compliance with corporate governance laws and financial reporting standards.

The Sarbanes-Oxley Act of 2002, as well as related new rules and regulations implemented by the Securities and Exchange Commission and the Public Company Accounting Oversight Board, require changes in the corporate governance practices and financial reporting standards for public companies. These new laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 relating to internal control over financial reporting, referred to as Section 404, have materially increased our legal and financial compliance costs and made some activities more time-consuming and more burdensome.

Our common stock is considered a penny stock, which is subject to restrictions on marketability, so you may not be able to sell your shares.

If our common stock becomes tradable in the secondary market, we will be subject to the penny stock rules adopted by the SEC that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our stockholders to sell their securities. 

Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

Other Risks

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.

ITEM 1B.      UNRESOLVED STAFF COMMENTS

Not applicable.

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ITEM 2.    PROPERTIES

Executive Offices

Our principal executive office location and mailing address is 3651 Lindell Rd. Suite #D155, Las Vegas, NV, 89103. Currently, this space is sufficient to meet our office and telephone facility needs; however, if we expand our business to a significant degree, we will have to find a larger space.  In addition, the Company has facilities in Toronto, Ontario sufficient to sustain our office in Canada at a cost of $2000 per month.

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. Any mineral production from the Rimrock, West Silver Cloud, and Pony Spur Properties is subject to Net Smelter Returns royalties of 3%.

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. 

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.

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.

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.

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.

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Ivanhoe Creek

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.

Tucana Exploration Property

Abigail Property, Quebec

The Company's Quebec exploration target in 2013/2014 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.

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

Lac Kame and EM-1Properties, Quebec

The Company closed the 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.

ITEM 3.    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.

ITEM 4.    MINE SAFETY DISCLOSURES

We consider health, safety and environmental stewardship to be a core value for the Company.

Our properties are subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). Pursuant to Section 1503(a) of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the fiscal year ended August 31, 2012, 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.

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PART II

ITEM 5.     MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

No Public Market for Common Stock

Our common stock is quoted on the OTC QB under symbol RMRK.  Minimal trading has occurred through the date of this annual report. There can be no assurance that a liquid market for our securities will ever develop. Transfer of our common stock may also be restricted under the securities or blue sky laws of various states and foreign jurisdictions. Consequently, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time. 

Price range of common stock

The following table shows, for the periods indicated, the high and low bid prices per share of our common stock as reported by the OTCBB quotation service.  These bid prices represent prices quoted by broker-dealers on the OTCBB quotation service.  The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not represent actual transactions.

	Fiscal August 31, 2013
	High		Low
First Quarter (September 1, 2012 – November 30, 2012)	$	0.33	$	0.12
Second Quarter (December 1, 2012 – February 28, 2013)	$	0.64	$	0.12
Third Quarter (March 1, 2013 – May 31, 2013)	$	0.45	$	0.19
Fourth Quarter (June 1, 2013 - August 31, 2013)	$	0.34	$	0.12

	Fiscal August 31, 2012
	High		Low
First Quarter (September 1, 2011 – November 30, 2011)	$	0.63	$	0.20
Second Quarter (December 1, 2011 – February 28, 2012)	$	0.56	$	1.10
Third Quarter (March 1, 2012– May 31, 2012)	$	0.36	$	0.16
Fourth Quarter (June 1, 2012- August 31, 2012)	$	0.36	$	0.04

___________________________

Holders

As of the August 31, 2013, we had 53 stockholders of our common stock.

Dividends

Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future.

Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.

Securities Authorized for Issuance Under Equity Compensation Plans

As of August 31, 2013, we do not have any compensation plan under which equity securities of the Company are authorized for issuance.

ITEM 6.     SELECTED FINANCIAL DATA.

Smaller reporting companies are not required to provide the information required by this item.

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ITEM 7.     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 2013/2014 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.

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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. 

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 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.

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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.

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

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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.

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. 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.

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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.

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.

22

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 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.

23

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.

24

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.

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

25

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

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. 

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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.

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

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.

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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 hat 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

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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.

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.

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Results of Operations for the years ended August 31, 2013 and 2012

Revenues

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

Operating Expenses

For the period from inception through August 31, 2013, our operating expenses and loss from continuing operation were $2,901,189, and our net loss was $3,047,039.

Operating expenses from continuing operation for the year ended August 31, 2013 was $1,092,749 compared to $299,800 for the year ended August 31, 2012. The increase in operating expenses of $792,949 during the year ended August 31, 2013 compared to the year ended August 31, 2012 is primarily attributed to an increase in professional fees related to the acquisition of the Property, as well as Nevada claims maintenance fee.  Professional fees the years ended August 31, 2013 and 2012 were $866,071 and $220,671, respectively. The Company’s professional fees mainly consisted of consulting fees, accounting, audit and legal fees related to the acquisition. In addition, advisory services, public/investor relations relating to the Company’s current operation and future planned corporate acquisitions were responsible for the professional fees. Claim maintenance fees are incurred on the newly acquired Properties in Nevada.

Net Loss

Loss from continuing operations was $1,225,857 for year ended August 31, 2013 and $775,291 for year ended August 31, 2012.

The increase in loss of $450,566 is mainly due to the increase in professional fees in the fiscal year end 2013 compared to professional fees in 2012. The loss would have been more significant if it were not for the impairment of $451,870 for the mineral property claims in the year 2012.

During the years ending August 31, 2013 and 2012, we had no provision for income taxes due to the net operating losses incurred.

Restatement

The Company has made adjustments to its consolidated balance sheet, consolidated statement of operations and comprehensive loss, consolidated statement of Stockholder’s equity, and consolidated statement of cash flows at August 31, 2013 and 2012 due to an adjustment to the valuation of mining property claims and adjustments in the application of the beneficial conversion features calculation on convertible debentures. The Company originally accounted for the acquisition of mineral rights as a “Purchase of Assets” under the guidance of ASC 505 in which the acquired property were recorded on the fair value of the Company’s 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 acquisition. Therefore the transaction should have been accounted for as an exchange of assets between entities under common control. The guidance ASC 805-50-30-56 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. The Company originally accounted for their convertible debenture under the guidance of FASB 470-20-25-23, which requires determining the carrying amount of the liability component first, and then determining the carrying amount of the equity component represented by the embedded conversion option. In further review, the Company determined the convertible debenture is not within the scope of the Cash conversion Subsections, and should calculate the intrinsic value for its beneficial conversion feature under the guidance of FASB 470-20-25-4. The restatement also adjusted accumulated other comprehensive loss to deficit accumulated during the exploration stage for realization of loss on available for sale securities and derecognizing translation adjustments. See financial statements note 18 for restatement detail.

The major changes for the year ended Dec 31, 2012 as following:

	August 31, 2012 Previously stated			August 31, 2012 Adjustments			August 31, 2012 Restated
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities	$	32,539					$	32,539
Convertible notes payable (5)		111,330			(74,872	)		36,458
Advances from a related party		-						-
Total Liabilities		143,869			(74,872	)		68,997
Stockholders' Equity
Capital stock, $0.001 par value; Authorized 200,000,000; Issued and outstanding 34,614,489 (August 31, 2012 – 7,420,109)		7,420						7,420
Additional paid-in capital (5)		1,782,951			118,200			1,901,151
Accumulated other comprehensive loss (3)		(9,540	)		9,540			0
Deficit accumulated during the development stage (6)		(1,768,314	)		(52,868	)		(1,821,182	)
Total Stockholders' Equity		12,517			74,872			87,389
Total Liabilities and Stockholders' Equity	$	156,386			-		$	156,386

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The major changes for the year ended Dec 31, 2013 as following:

	August 31, 2013 Previously stated			August 31, 2013 Adjustments			August 31, 2013 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
Mineral property claims (1)		3,327,117			(2,947,147	)		379,970
Equipment		758						758
Total Long Term Assets		3,327,875			(2,947,147	)		380,728
Total Assets	$	3,444,920			(2,947,147	)	$	497,773
Stockholders' Equity
Capital stock, $0.001 par value; Authorized 200,000,000; Issued and outstanding 34,614,489 (August 31, 2012 – 7,420,109)		34,615						34,615
Additional paid-in capital (2)		5,962,315			(2,476,830	)		3,485,485
Accumulated other comprehensive loss (3)		(9,802	)		9,802			-
Deficit accumulated during the exploration stage (4)		(2,566,920	)		(480,119	)		(3,047,039	)
Total Stockholders' Equity		3,420,208			(2,947,147	)		473,061
Total Liabilities and Stockholders' Equity	$	3,444,920			(2,947,147	)	$	497,773

Liquidity and Capital Resources

As of August 31, 2013 we had a cash balance of $36,449 as compared to $11,191 as at August 31, 2012.  Increase in cash is mainly due to proceeds from issuance of shares during the current year.

The Company raised approximately $508,284 net of commissions, from the issuance of shares of common stock of the Company during the year ended August 31, 2013. The proceeds are being used to fund operating and investing activities of the Company as discussed above in our Plan of Operations.

The Company is actively seeking financing in the amount of $1,000,000 to fully execute the next phase of the Company’s exploration campaign in accordance with the NI 43-101, and the Company’s detailed plan for drilling the Rimrock Property plus any future acquisitions. In addition, the Company is preparing a detailed exploration plan to advance the recently acquired Silver Cloud property. 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 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 off-balance sheet arrangements.

ITEM 7A.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are subject to certain market risks, including changes in interest rates and currency exchange rates.  We have not undertaken any specific actions to limit those exposures.

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ITEM 8.  FINANCIAL STATEMENTS

RIMROCK GOLD CORP. (FORMERLY TUCANA LITHIUM CORP.)

(An Exploration Stage Company)

RESTATED CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2013 AND 2012

CONTENTS

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1
RESTATED CONSOLIDATED FINANCIAL STATEMENTS
Restated Consolidated Balance Sheets	F-2
Restated Consolidated Statements of Operations and Comprehensive Loss	F-3
Restated Consolidated Statements of Stockholders' Equity	F-4
Consolidated Statements of Cash Flows	F-5
Notes to the Restated Consolidated Financial Statements	F-6 – F-19

33

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Rimrock Gold Corp.

(Formerly Tucana Lithium Corp.) and subsidiaries

We have audited the accompanying consolidated balance sheet of Rimrock Gold Corp. (formerly Tucana Lithium Corp., “the Company”)as of August 31, 2013 (restated), and the related consolidated statements of operations, comprehensive loss, stockholders' deficiency, and cash flows for the year ended August 31, 2013 (restated). These restated consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these restated consolidated financial statements based on our audit. The consolidated financial statements of the Company for the year ended August 31, 2012 and accumulated losses for the period since inception (June 5, 2003) to August 31, 2012 before restatement were audited by other auditors, whose report, dated November 29, 2012, expressed an unqualified opinion on those consolidated financial statements and also included an explanatory paragraph that raised substantial doubt about the Company’s ability to continue as a going concern.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the restated consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of August 31, 2013, and the results of its operations and its cash flows for the year ended August 31, 2013, in conformity with accounting principles generally accepted in the United States of America.  We also have audited the adjustments described in note 18 that were applied to restate the 2012 financial statements. In our opinion, such adjustments are appropriate and have been properly applied.

The accompanying restated consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the restated consolidated financial statements, the Company has suffered recurring losses, has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The restated consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ SCHWARTZ LEVITSKY FELDMAN LLP

“SCHWARTZ LEVITSKY FELDMAN LLP”

Toronto, Ontario, Canada	Chartered Accountants
April 11, 2014	Licensed Public Accountants

F-1

RIMROCK GOLD CORP. (FORMERLY TUCANA LITHIUM CORP.)

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS AS OF

(Expressed in United States Dollars)

	August 31, 2013		August 31, 2012
	(Restated – Note 18)		(Restated – Note 18)
ASSETS
Current Assets
Cash	$	36,449	$	11,191
Prepaid and sundry		80,596		11,129
Total Current Assets		117,045		22,320
Long Term Assets
Mineral property claims		379,970		133,108
Equipment		758		958
Total Long Term Assets		380,728		134,066
Total Assets	$	497,773	$	156,386

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	8,603	$	32,539
Convertible notes payable		-		36,458
Advances from a related party		16,109		-
Total Liabilities		24,712		68,997

Going Concern	-				-
Contingencies and Commitments	-				-
Related Party Transactions	-				-
Subsequent Events	-				-
					-
Stockholders' Equity
Capital stock, $0.001 par value; Authorized 200,000,000; Issued and outstanding 34,614,489  (August 31, 2012 – 7,420,109)	34,615				7,420
Additional paid-in capital		3,485,485			1,901,151
Deficit accumulated during the exploration stage		(3,047,039	)		(1,821,182	)
Total Stockholders' Equity		473,061			87,389
Total Liabilities and Stockholders' Equity	$	497,773		$	156,386

The accompanying notes are an integral part of these consolidated financial statements.

F-2

RIMROCK GOLD CORP. (FORMERLY TUCANA LITHIUM CORP.)

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE YEARS ENDED AUGUST 31, 2013 AND 2012 AND FOR THE PERIOD FROM INCEPTION (JUNE 5, 2003) TO AUGUST 31, 2013

(Expressed in United States Dollars)

	For the Year  Ended August 31, 2013			For the Year  Ended August 31, 2012			For the Period from Inception (June 5, 2003) to August 31,  2013
	(Restated – Note 18)			(Restated – Note 18)			(Restated – Note 18)
EXPENSES
Professional fees	$	866,071			220,671		$	1,873,254
Mineral property claims maintenance fee		91,140						91,140
Exploration		4,017			22,656			119,740
Advertising and promotion		7,526			1,788			16,707
Telecommunications		6,422			2,184			17,055
Rent and occupancy costs		16,450			7,728			27,310
Office and general		16,886			4,470			30,104
Interest and bank charges		83,775			40,183			128,519
Foreign currency exchange loss		262						262
Depreciation		200			120			320
TOTAL OPERATING EXPENSES		1,092,749			299,800			2,304,411
LOSS FROM OPERATIONS		(1,092,749	)		(299,800	)		(2,304,411	)
Interest income		-			-			11,821
Impairment of mineral property claims		(133,108	)		(451,870	)		(584,978	)
Impairment of convertible note receivable		-			(23,621	)		(23,621	)
LOSS FROM CONTINUING OPERATIONS BEFORE TAX		(1,225,857	)		(775,291	)		(2,901,189	)
Income tax		-			-			-
LOSS FROM CONTINUING OPERATIONS		(1,225,857	)		(775,291	)		(2,901,189	)
LOSS FROM DISCONTINUED OPERATION, NET OF TAX		-			(3,742	)		(145,850	)
NET LOSS	$	(1,225,857	)	$	(779,033	)	$	(3,047,039	)
OTHER COMPREHENSIVE LOSS FROM CONTINUING OPERATIONS
Foreign currency translation adjustment		-			896
Unrealized loss on convertible note receivable and available-for-sale securities, net of tax		-			23,621
COMPREHENSIVE LOSS OF CONTINUING OPERATIONS	$	(1,225,857	)	$	(750,774	)
OTHER COMPREHENSIVE LOSS FROM DISCONTINUED OPERATIONS
Foreign currency translation adjustment		-			109
COMPREHENSIVE LOSS OF DISCONTINUED OPERATIONS		-			(3,633	)
TOTAL COMPREHENSIVE LOSS		(1,225,857	)		(754,407	)
LOSS FROM CONTINUING OPERATIONS PER SHARE - BASIC AND DILUTED		(0.06	)		(0.11	)
LOSS FROM DISCONTINUED OPERATIONS PER SHARE - BASIC AND DILUTED					-
NET LOSS PER SHARES - BASIC AND DILUTED	$	(0.06	)	$	(0.11	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		21,807,142			7,122,884

The accompanying notes are an integral part of these consolidated financial statements.

F-3

RIMROCK GOLD CORP. (FORMERLY TUCANA LITHIUM CORP.)

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE PERIOD FROM THE DATE OF INCEPTION (JUNE 5, 2003) TO AUGUST 31, 2013

(Expressed in United States Dollars)

	Common Stock				Additional Paid			Common Stock			Accumulated Other Comprehensive			Deficit Accumulated During The Exploration			Total Stockholders'
	Shares		Amount		In Capital			Issuable			Loss			Stage			Equity
Opening Balance
Issuance of common stock at inception		250,000		250		(50	)	-			-			-			$	200
Foreign currency translation		-		-		-		-				(109	)	-				(109	)
Net loss		-		-		-		-				-			(1,257	)		(1,257	)
Balance,  August 31, 2003		250,000		250		(50	)					(109	)		(1,257	)		(1,166	)
Foreign currency translation		-		-		-		-				(505	)		-			(505	)
Net loss		-		-		-		-				-			(5,825	)		(5,825	)
Balance, August 31, 2004		250,000		250		(50	)					(614	)		(7,082	)		(7,496	)
Foreign currency translation		-		-		-		-				(504	)		-			(504	)
Net loss		-		-		-		-				-			(5,810	)		(5,810	)
Balance,  August 31, 2005		250,000		250		(50	)					(1,118	)		(12,892	)		(13,810	)
Foreign currency translation		-		-		-		-				8,200						8,200
Net loss		-		-		-		-				-			(18,388	)		(18,388	)
Balance, August 31, 2006		250,000		250		(50	)					7,082			(31,280	)		(23,998	)
Issuance of common stock for cash		62,500		62		(12	)	-				-			-			50
Unrealized loss on available-for-sale securities, net of taxes		-		-		-		-				(2,815	)		-			(2,815	)
Foreign currency translation		-		-		-		-				(12,682	)		-			(12,682	)
Net loss		-		-		-		-				-			(16,945	)		(16,945	)
Balance,  August 31, 2007		312,500	$	312	$	(62	)	-			$	(8,415	)	$	(48,225	)	$	(56,390	)
Issuance of common stock for cash		448,750		449		35,451		-				-			-			35,900
Issuance of common stock for services		12,500		13		987		-				-			-			1,000
Unrealized loss on available-for-sale securities, net of taxes		-		-		-		-				(1,994	)		-			(1,994	)
Foreign currency translation		-		-		-		-				3,926			-			3,926
Net loss		-		-		-		--				-			(94,389	)		(94,389	)
Balance, August 31, 2008		773,750	$	774	$	36,376		-			$	(6,483	)	$	(142,614	)	$	(111,947	)
Issuance of common stock for services		125,000		125		49,875		-				-			-			50,000
Foreign currency translation		-		-		-		-				(973	)		-			(973	)
Net loss		-		-		-		-				-			(124,214	)		(124,214	)
Balance,  August 31, 2009		898,750	$	899	$	86,251		-			$	(7,456	)	$	(266,828	)	$	(187,134	)
Issuance of common stock for conversion of notes payable		750,000		750		119,250		-				-			-			120,000
Issuance of common stock for cash		250,000		250		74,750		-				-			-			75,000
Issuance of common stock for accounts payable		25,000		25		9,975		-				-			-			10,000
Issuance of common stock for consulting services		-		-		-			50,000			-			-			50,000
Foreign currency translation		-		-		-			-			2,442			-			2,442
Forgiveness of advances from related party		-		-		120,000			-			-			-			120,000
Net loss		-		-					-			-			(267,389	)		(267,389	)
Balance, August 31, 2010		1,923,750	$	1,924	$	410,226		$	50,000		$	(5,014	)	$	(534,217	)	$	(77,081	)
Issuance of common stock for mineral claims		2,500,000		2,500		397,500			-			-			-			400,000
Issuance of common stock for cash, net of commissions		2,059,275		2,059		808,494			-			-			-			810,553
Issuance of common stock for accounts payable		250,000		250		49,750			(50,000	)		-			-			-
Issuance of common stock for debt conversion		75,000		75		14,915			-			-			-			14,990
Unrealized loss on convertible notes receivable		-		-		-			-			(23,622	)		-			(23,622	)
Foreign currency translation		-		-		-			-			(5,530	)		-			(5,530	)
Net loss		-		-		-			-			-			(498,393	)		(498,393	)
Balance, August 31, 2011 (Restated)		6,808,025	$	6,808	$	1,680,885		$	-		$	(34,166	)	$	(1,032,610	)	$	620,917
Issuance of common stock for rent		15,625		16		3,484			-			-			-			3,500
Issuance of common stock for cash, net of commissions		301,459		301		54,077			-			-			-			54,378
Issuance of common stock for consulting services		45,000		45		17,955			-			-			-			18,000
Issuance of common stock for purchase of properties		250,000		250		19,750			-			-			-			20,000
Convertible debentures equity portion		-		-		125,000			-			-			-			125,000
Realized loss on available for sale securities		-		-		-			-			4,809			(4,809	)		-
Realized gain on convertible notes receivable		-		-		-			-			23,621			-			23,621
Foreign currency translation		-		-		-			-			5,736			(4,730	)		1,006
Net loss		-		-					-			-			(779,033	)		(779,033	)
Balance, August 31, 2012 (Restated)		7,420,109	$	7,420	$	1,901,151		$	-		$	-		$	(1,821,182	)	$	87,389

Conversion of convertible debentures	641,370		642		127,633		-		-		-			128,275
Issuance of common stock for cash, net of issuance costs	2,753,148		2,753		505,531		-		-		-			508,284
Issuance of common stock for consulting services	4,500,000		4,500		670,500		-		-		-			675,000
Issuance of common stock to acquire mineral property claims	19,300,000		19,300		280,670		-		-		-			299,970
Net loss	-		-		-	-			-		(1,225,857	)		(1,225,857	)
Balance, August 31, 2013 (Restated)	34,614,627	$	34,615	$	3,485,485	$	-	$	-	$	(3,047,039	)	$	473,061

All common stock is after stock split 8:1 as explained in note 1.

The accompanying notes are an integral part of these consolidated financial statements.

F-4

RIMROCK GOLD CORP. (FORMERLY TUCANA LITHIUM CORP.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED AUGUST 31, 2013 AND 2012 AND FOR THE PERIOD FROM THE DATE OF INCEPTION (JUNE 5, 2003) TO AUGUST 31, 2013

(Expressed in United States Dollars)

	For the Year Ended August 31, 2013			For the Year Ended August 31, 2012			For The Period From Inception (June 5, 2003) To August 31, 2013
	Restated – Note 18			Restated – Note 18			Restated – Note 18
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,225,857	)	$	(779,033	)	$	(3,047,039	)
Less: Loss from discontinued operations, net of tax expense		-			3,742			145,850
Loss from continuing operations		(1,225,857	)		(775,291	)		(2,901,189	)
Items not affecting cash
Depreciation		200			120			320
Accretion expense on convertible notes payable		88,542			36,459			125,000
Accrued interest on convertible notes payable		3,274			-			3,274
Impairment of mineral property claims		133,108			451,870			584,978
Impairment of convertible note receivable		-			23,621			23,621
Loss on disposal of assets		-			-			2,762
Issuance of common stock for services		600,000			18,000			719,000
Issuance of common stock for rental		-			3,500			3,500
Write off of deferred offering costs		-			-			120,000
Change in prepaid and sundry		5,533			(5,289	)		(5,596	)
Change in accounts payable and accrued liabilities		(23,936	)		13,721			8,603
Net cash used in operating activities from continuing operations		(419,136	)		(233,289	)		(1,315,727	)
Net cash used in operating activities from discontinued operations		-			(2,564	)		(114,257	)
CASH FLOWS USED IN OPERATING ACTIVITIES		(419,136	)		(235,854	)		(1,429,984	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral property claims		(80,000	)		(14,978	)		(94,978	)
Disposition of equipment		-			-			4,462
Acquisition of equipment					(1,130	)		(30,124	)
CASH FLOWS USED IN INVESTING ACTIVITIES		(80,000	)		(16,108	)		(120,640	)
CASH FLOWS FROM FINANCING ACTIVITIES
Convertible notes receivable		-			-			(21,978	)
Proceeds from convertible note payable		-			125,000			153,540
Repayment of convertible notes payable		-			(3,550	)		(163,550	)
Advances from a related party		16,109			-			141,109
Repayment of advance from a related party		-			(203	)		-
Issuance of common stock, net of issuance costs		508,285			54,378			1,484,166
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		524,394			175,625			1,593,287
EFFECT OF EXCHANGE RATE CHANGES ON CASH		-			651			(6,214	)
NET INCREASE (DECREASE) IN CASH		25,258			(75,685	)		36,449
CASH, BEGINNING OF PERIOD		11,191			86,876			-
CASH, END OF PERIOD	$	36,449		$	11,191		$	36,449
NON CASH INVESTING AND FINANCING ACTIVITES
Issuance of common stock for acquisition of mineral property claims	$	299,970			20,000			-
Convertible debt payable and accrued interest converted to common stock	$	128,274			-			-

The accompanying notes are an integral part of these consolidated financial statements.

F-5

RIMROCK GOLD CORP. (FORMERLY TUCANA LITHIUM CORP.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(An Exploration Stage Company)

FOR THE YEARS ENDED AUGUST 31, 2013 AND 2012 AND FOR THE PERIOD FROM THE DATE OF INCEPTION (JUNE 5, 2003) TO AUGUST 31, 2013

(Expressed in United States Dollars)

1. NATURE OF OPERATIONS AND ORGANIZATION

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 named 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 August 31, 2007 we entered into a share exchange agreement with Pay By The Day Company Inc., an Ontario Corporation incorporated in June 2003 (“PBTD” or “Pay By The Day”), whereby PBTD became our wholly owned subsidiary. PBTD commenced operations in July 2003 and at the time of the share exchange agreement the sole owner of PBTD was Jordan Starkman, the Company’s sole officer and director.

On 12 March 2010, the Company entered into a non-binding letter of intent (“Letter of Intent”) with Grail Semiconductor, Inc. (“Grail”), to acquire all of the assets of Grail. As a result of entering into the Letter of Intent, on 22 March 2010, the Company filed a certificate of amendment to the Company’s articles of incorporation with the Nevada Secretary of State changing the Company’s name to Oteegee Innovations, Inc.

On April 7, 2010, the Company effected a 1 for 10 forward split of its issued and outstanding common stock. The Company’s issued and outstanding common shares were increased from 1,539,000 to 15,390,000. The Company also increased its authorized common shares from 100,000,000 to 200,000,000.

On July 6, 2010, the Company closed a share exchange agreement with Oteegee International Holdings Limited, a company incorporated in Hong Kong (“Oteegee”). Pursuant to the share exchange agreement, the Company issued 61,647,250 shares of common stock pending the close of the share exchange agreement in exchange for 4,000 common shares representing 40% of Oteegee.  

On August 20, 2010, the Company received a notice of termination of the Letter of Intent with Grail, and as a result, the Company cancelled the 61,647,250 of its common shares issued to Oteegee. The Letter of Intent was terminated due to the Company’s inability to raise preliminary funding during the due diligence period of the Letter of Intent.  In accordance with the Letter of Intent, the Company is entitled to convert its advances to Grail into equity of Grail.

On December 2, 2010 the Company closed an Asset Purchase Agreement with Alain Champagne and other parties to acquire a One Hundred (100%) interest in the Abigail Lithium Project located in the James Bay, Quebec region of Canada (the “Property”). It is covered by NTS sheets 32O12 and 32O13.  The Property is made up of 222 map-designated cells totaling approx 11,844 hectares.   Pursuant to the Abigail purchase Agreement, on December 7, 2010 the Company issued a total of 15,000,000 shares of common stock plus committed to an additional payment of $250,000 in cash with $100,000 payable 90 days from the closing of the Agreement and $150,000 payable 180 days from the closing of the Agreement.  In addition, the Company agreed to a minimum initial exploration work budget 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 Property. The program commence date was delayed due to poor weather conditions in the region.

In March 2011, the Company issued 5,000,000 shares of common stock at $0.02 per share reflecting the first payment of $100,000 for the Property.  On May 15, 2011, the Company issued a 10% Convertible Debenture with a principal amount of $150,000 (the “Debenture”) to Alain Champagne (the “Holder”). The Debenture is due twelve months from the date of issuance. Additionally, the Holder is entitled to convert, at any time, until the Debenture is paid in full, all or any part of the principal plus accrued interest into shares of the Company’s common stock at a per share conversion price of $0.15. On May 24, 2011 the Company repaid $100,000 and on June 25, 2011 the Company paid off the balance of $50,000 fulfilling all the obligations to the Selling Group for the purchase price of the Property.  In July 2011, the Ministry of Natural Resources transferred all mining claims into the name of Tucana Exploration Inc., a company incorporated in the State of Wyoming on February 22, 2011 (“Tucana”).  Tucana is a 100% wholly owned subsidiary of the Company.

F-6

After spending a total amount of $2,500,000 on the Project, the Seller Group will receive an additional 1,000,000 shares of the Company’s common stock and an additional cash payment of $250,000. After spending a total amount of $5,000,000 on the Project, the Seller Group will receive an additional 1,000,000 shares of the Company’s common stock and an additional cash payment of $250,000.  If a feasibility study is put in place an additional 1,000,000 shares and $250,000 will be delivered to the Seller Group, and if a bank feasibility is put in place a further 2,000,000 shares and $500,000 cash will be delivered to the Seller Group.  The Company has also agreed to pay the Selling Group a 3% royalty on any commercial producing mineral deposit.

On May 3, 2011, 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 Tucana Lithium Corp. 

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 Tucana'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.

On May 11, 2012, the Company entered into an Asset Purchase Agreement (the “Assets Purchase Agreement”) with a group of sellers with Alain Champagne as the representative (“the Selling Group”) to acquire from the Selling Group all of the interest in two mining properties known as the Lac Kame and EM-1 both located in the Nemaska area of James Bay, Quebec region of Canada (the “Acquired Mines”), and in exchange, the Company shall issue a total of 2,000,000 shares of the Company’s common stock (the “Shares”) and make a cash payment of $3,000 to the Selling Group(the “Assets Acquisition”). The amount of consideration paid for the Acquired Mines is less than 10% of the total assets of the Company as of the closing of the Assets Acquisition. In addition, pursuant to the Assets Purchase Agreement, the Company agreed to an additional payment of $50,000 and the issuance of 1,000,000 shares to the Selling Group if and when the Company spends a total of $1,000,000, an additional payment of $100,000 and the issuance of 1,000,000 shares if and when the Company spends $2,500,000, and an additional payment of $150,000 and the issuance of 1,000,000 shares if and when the Company spends a total of $5,000,000 on the Acquired Mines. The amount of spending by the Company on the Acquired Mines is deemed as an index of any previously unidentified and additional value of the properties. The Company also agreed to pay the Selling Group a 3% net smelter royalty on any commercial producing mineral deposit from the Acquired Mines pursuant to the Assets Purchase Agreement. 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. 

On May 11, 2012, the Company also entered into a stock purchase agreement with Jordan Starkman, Chief Executive Officer and the sole director of the Company, pursuant to which, Mr. Starkman acquired all of the issued and outstanding common shares of the PBTD.  Upon sale of PBTD, the Company didn’t recognize a gain or loss since PBTD was dormant with limited transactions.

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.

F-7

On February 11, 2013, Rimrock Gold Corp., 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 Rimrock Property, West Silver Cloud and Pony Spur, located in northeast Nevada (the “Acquired Properties”) and issued 17,800,000 shares of its common stock, par value $0.001 (the “Common Stock”), to the sellers of the Acquired Properties as consideration for such properties.

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. Any mineral production from the Rimrock, West Silver Cloud, and Pony Spur Properties is subject to Net Smelter Returns royalties of 3%.

As a condition to closing of the Merger Agreement, on February 8, 2013 the Company effected a 1-for-8 reverse split of the issued and outstanding shares of the Common Stock (the “Reverse Stock Split”).  As a result, the issued and outstanding shares of Common Stock decreased from 66,435,908 shares prior to the Reverse Stock Split to 8,304,488 shares following the Reverse Stock Split.

Concurrent with the acquisition, the Company completed an initial closing (the “Initial Closing”) of a “best efforts min-max” private offering of a minimum of $500,000 up to a maximum $1,000,000 (the “Offering”) with a group of accredited investors (the “Purchasers”) for total gross proceeds to us of $502,000. Pursuant to a subscription agreement with the Purchasers (the “Subscription Agreement”), we issued to the Purchasers (i) shares of our Common Stock at a purchase price of $0.20 per share; and (the “Shares”) and (ii) warrants (the “Warrants”) to purchase shares (the “Warrant Shares” and together with the Shares and the Warrants, the “Securities”) of our Common Stock at an exercise price of $0.30 per share.

On May 3, 2013, Rimrock Gold Corp. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Geologix Explorations Inc., a corporation existing under the laws of the Province of British Columbia (“Geologix Canada”) and Geologix (U.S.) Inc., a Nevada corporation (“Geologix USA” and, together with Geologix Canada, “Geologix”) to acquire an exploration epithermal bonanaza gold-silver property in Nevada know as the Silver Cloud Property (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 (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 “Pescio Lease”). 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 (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.

Geologix has agreed not to sell, transfer, negotiate or enter into any agreement to sell or announce an intention to sell or transfer two-hundred thousand (200,000) of the Rimrock Shares for a period of six (6) months from their date of issuance and the remaining two-hundred thousand (200,000) Rimrock Shares for a period of twelve (12) months from their date of issuance.

On August 31, 2013, Tucana Exploration Inc., a wholly owned subsidiary of Rimrock Gold Corp., decided to write down the entire book value of the 215 claims in Abigail property based on the management’s decision to not renew any of the claims upon their expiration in 2014.

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.

F-8

2. BASIS OF PRESENTATION AND PRINCIPALES OF CONSOLIDATION

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, stockholders' equity and cash flows disclose activity since the date of the Company's inception.

These Consolidated financial statements are presented in accordance with GAAP accepted in the United States.

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 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 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.

F-9

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting policies of the Company are in accordance with accounting principles generally accepted in the United States of America.  Presented below are those policies considered particularly significant:

Exploration Stage Company

The Company is an exploration stage company.  The Company is still devoting substantially all of its efforts on establishing the business.  All losses accumulated, since inception, have been considered as part of the Company’s exploration stage activities.

Mineral Properties and Exploration and Development Costs

The costs of acquiring mineral rights are capitalized at the date of acquisition. After acquisition, various factors can affect the recoverability of the capitalized costs. If, after review, management concludes that the carrying amount of a mineral property is impaired, it will be written down to estimated fair value. Exploration and pre-extraction expenditures incurred on mineral properties are expensed as incurred until such time the Company exits the Exploration Stage by establishing proven or probable reserves, as defined by the SEC under Industry Guide 7, through the completion of a “final” or “bankable” feasibility study. Development costs incurred on proven and probable reserves will be capitalized. Upon commencement of production, capitalized costs will be amortized using the unit-of-production method over the estimated life of the ore body based on proven and probable reserves (which exclude non-recoverable reserves and anticipated processing losses). When the Company receives an option payment related to a property, the proceeds of the payment are applied to reduce the carrying value of the exploration asset. Under Industry Guide 7, the Company does not have proven or probable reserves.

Impairment of Long-Lived Assets

Long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicated that the related carrying amounts may not be recoverable. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable or comparisons with other comparable assets in the vicinity or some business as may be applicable under the circumstances. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value of the asset less costs to sell.

Cash

Cash consists of commercial accounts and interest-bearing bank deposits and are carried at cost, which approximates current value.

Fair Value of Financial Assets and Financial Liabilities

The Company measures its financial assets and liabilities in accordance with the requirements of ASC 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the reporting date.

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information

The Company's financial instruments consist of cash, accounts payable and accrued liabilities, convertible notes payable, and advances from related party. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values due to the short-term maturity of these instruments.

F-10

Foreign Translation Adjustment

The accounts of the Company’s foreign subsidiaries whose functional currency is the Canadian dollar, were translated into United States dollars in accordance with the provisions of ASC 830, Foreign Currency Matters.  In accordance with the provisions of ASC 830, transaction gains and losses on these assets and liabilities are included in the determination of income for the relevant periods.  Adjustments resulting from the translation of the consolidated financial statements from their functional currencies to United States dollars are accumulated as a separate component of accumulated other comprehensive income (loss) and have not been included in the determination of income for the relevant periods.

Income Taxes

The Company accounts for income taxes pursuant to ASC 740, Income Taxes.  Deferred tax assets and liabilities are recorded for differences between the financial statements and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates.  Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.  Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. The estimates on depreciation were based on the estimated useful lives of the Company's assets. Any estimates during the period have had an immaterial effect on earnings. 

Loss Per Share

The Company accounts for loss per share pursuant ASC 260, Earnings per Share, which require disclosure on the financial statements of “basic” and “diluted” earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year.  Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year.

There were no dilutive financial instruments for the year ended August 31, 2013 and 2012 or for the period from inception (June 5, 2003) to August 31, 2013, as the inclusion of dilutive shares would be anti-dilutive.

Comprehensive Income/(Loss)

The Company follows the guidance in ASC 220, Comprehensive Income. ASC 220 establishes standards for the reporting and presentation of comprehensive income and its components in a full set of consolidated financial statements.  Comprehensive income is presented in the statements of changes in stockholders' equity (deficit), and consists of unrealized gains (losses) on available for sale marketable securities and foreign currency translation adjustments.  ASC 220 requires only additional disclosures in the consolidated financial statements and does not affect the Company's financial position or results of operations.

Equipment

Equipment is stated at cost less accumulated depreciation.  Depreciation, based on the estimated useful lives of the assets, is provided using the under noted annual rates and methods:

Furniture and fixtures	20% declining balance
Computer	30% declining balance

F-11

Stock-Based Compensation

The Company accounts for Stock-Based Compensation in accordance with ASC 718, Compensation – Stock Compensation. ASC 718 establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services.  It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity ’ s equity instruments or that may be settled by the issuance of those equity instruments.  ASC 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions.  ASC 718 requires that the compensation cost relating to share-based payment transactions be recognized in the consolidated financial statements.  That cost is measured based on the fair value of the equity or liability instruments issued.

Recent Accounting Pronouncements

In December 2011, the FASB issued ASU No. 2011-11, Disclosures about Offsetting Assets and Liabilities (Topic 210). The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, the standard requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. The amendments are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The disclosures required by the amendments are required to be applied retrospectively for all comparative periods presented. The Company does not believe the adoption of this standard will have a material impact on its condensed consolidated financial statements.

In July 2012, the FASB issued ASU 2012-02, “Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” (ASU 2012-02), which permits an entity to make a qualitative assessment of whether it is more likely than not that the fair value of a reporting unit’s indefinite-lived intangible asset is less than the asset’s carrying value before applying the two-step goodwill impairment model that is currently in place. If it is determined through the qualitative assessment that the fair value of a reporting unit’s indefinite-lived intangible asset is more likely than not greater than the asset’s carrying value, the remaining impairment steps would be unnecessary. The qualitative assessment is optional, allowing companies to go directly to the quantitative assessment. ASU 2012-02 is effective for the Company for annual and interim indefinite-lived intangible asset impairment tests performed beginning August 1, 2013, however early adoption is permitted. The Company adopted ASU 2012-02 in its fiscal year 2013 consolidated financial statements.

In February 2013, the FASB issued ASU 2013-02, which amends the authoritative accounting guidance under ASC Topic 220 “Comprehensive Income.” The amendments do not change the current requirements for reporting net income or other comprehensive income in financial statements. However, the amendments require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under US GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under US GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under US GAAP that provide additional detail about those amounts. The amendments in this update are effective prospectively for reporting periods beginning after December 15, 2013. Early adoption is permitted. Adoption of this update is not expected to have a material effect on the Company’s consolidated results of operations or financial condition.

In March 2013, the FASB issued guidance on a parent company’s accounting for the cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. This new guidance requires that the parent company releases any related cumulative translation adjustment into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The new guidance will be effective for the Company beginning July 1, 2014. The adoption of this pronouncement is not expected to have a material impact on the Company’s financial statements.

All other recent pronouncements issued by the FASB or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to the consolidated financial statements of the Company.

F-12

5. DISCONTINUED OPERATIONS

On May 11, 2012, the Company entered into a stock purchase agreement with Jordan Starkman, Chief Executive Officer and the director of the Company, pursuant to which, Mr. Starkman acquired all of the issued and outstanding common shares of the Company’s wholly-owned subsidiary Pay By The Day Company Inc. (“PBTD”).  Upon sale of PBTD, no gain or loss was recognized since PBTD had limited transactions.

The operating results and cash flows of PBTD are reflected as discontinued operations in the consolidated financial statements for all periods presented. Although net earnings are not affected, the Company has reclassified the results from the discontinued operations in the comparative periods presented.

The following table summarizes the operating results of the discontinued operation for the period indicated:

	For the Year Ended August 31, 2013		For the Year Ended August 31, 2012			For the Period from Inception (June 5, 2003) to August 31, 2013
Revenue	$	-	$	3,024		$	387,810
Cost of goods sold				2,175			268,109
Gross profit		-		849			119,701
Operating expenses				4,591			265,551
Loss from discontinued operations before tax				(3,742	)		(145,850	)
Income taxes				-			-
Loss from discontinued operations after income tax expenses	$	-	$	(3,742	)	$	(145,850	)

6. EQUIPMENT

The components of equipment were as follows:

	Cost		Accumulated Depreciation		Net 2013		Net 2012
Furniture and equipment	$	3,634	$	3,073	$	561	$	780
Computer		15,695		15,498		197		178
	$	19,329	$	18,571	$	758	$	958

The depreciation charge for the years ended August 31, 2013 and 2012 are $200 and $120, respectively.

7. MINERAL PROPERTY CLAIMS

As at August 31, 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 year ended August 31, 2013, annual maintenance payments of approximately $91,140 (2012 – Nil) were made to maintain these mineral properties.

Mineral property claims acquisition costs consist of the following:

	August 31, 2013		August 31, 2012
Lithium Properties (a)	$	-	$	133,108
Rimrock Property, West Silver Cloud and Pony Spur (b)		74,970		-
Silver Cloud Property (c)		305,000		-
	$	379,970	$	133,108

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 Abigail Lithium 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 August 31, 2013, the capitalized costs totaled $74,970 (2012 – Nil).

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 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-13

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 August 31, 2013, the capitalized costs totaled $305,000 (2012 – Nil), including lease payment of $50,000 to Pescio family.

8. IMPAIRMENT OF MINERAL PROPERTIES

The Company’s mineral properties are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairmentor in the event such recoverable values  are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value.

As at August 31, 2013, the Company was looking at other properties in Nevada, Elko County surrounding areas to determine if there is any indication of impairment on our Rimrock, West Silver Cloud, Pony Spur and Silver Cloud mineral property claims. Since the surrounding areas still have comparable value, there is no reason to believe they have declined in value since acquired.

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, and recognized an impairment loss of $133,108 for the year ended August 31, 2013.

As at August 31, 2012, because the Company had not renewed 85 mineral claims located on the northern perimeter of the property, there was an indication for impairment, and the Company performed a quantitative analysis by evaluating the recoverability of the mineral claims and recognized an impairment loss of $451,870 on the mineral property claims for the year ended August 31, 2012.

9. ADVANCES FROM A RELATED PARTY

The advances from stockholder were made from an officer who is a director. The amount is non-interest bearing, unsecured and due on demand. The carrying value of the advances approximates the market value due to the short term maturity of the financial instruments.

This is a short term bridge loan from the director and will be repaid and borrowed frequently based on the Company’s operation requirement. There is no impairment due to the short term borrowing period.

10. CONVERTIBLE NOTES PAYABLE

On May 16, 2012, the Company issued a one-year convertible note payable in the amount of $125,000. The convertible note payable matures in twelve months, is unsecured, bears interest at 4% per annum and interest accrues and is payable in cash upon maturity or repayment of the principal prior to the date of maturity, provided that the elected conversion to common shares does not occur. At any time or times on or before May 16, 2013, the note holder shall be entitled to convert any portion of the outstanding and unpaid amount, including accrued interest, into fully paid and non-assessable shares of common stock at a conversion price of $0.20 per common share. In accordance with ASC 470-20, Debt with Conversions and Other Options, the Company recorded a beneficial conversion feature of $125,000 on the note. This amount was recorded as a debt discount and as an increase to additional paid-in capital as of the issuance date. For the year ended August 31, 2013, the Company recognized amortization on the debt discount related to the beneficial conversion feature of $88,542 (2012 - $36,458).

F-14

On January 9,  2013, the $125,000 convertible note payable including accrued interest of $3,274 were converted into 641,370 shares (5,130,958 shares on a pre-split basis) of common stock at price of $0.20 per share.

Carrying amount of convertible notes, September 1, 2011	$	-
Add: Face Value		125,000
Discount on Note		(125,000	)
Discount amortization		36,458
Carrying amount of convertible notes, August 31, 2012		36,458
Discount amortization		88,542
Conversion to share		(125,000	)
Carrying amount of convertible notes, August 31, 2013	$	-

The accrued interest of $146 for the year ended August 31, 2013 (2012 - $3,128) was included in accounts payable and has been converted into common shares on January 9, 2013.

11. 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 May 11, 2012, the Company entered into a stock purchase agreement with Jordan Starkman Chief Executive Officer and the sole director of the Company, pursuant to which, Mr. Starkman acquired all of the issued and outstanding common shares of the Company’s wholly-owned subsidiary PBTD.  Upon sale of PBTD, the Company didn’t recognize a gain or loss since PBTD is dormant with limited transactions.

On March 1, 2013, The Company signed a one year consulting agreement with, Uptick Capital LLP, a United States company, under common control, and agreed to pay the Company 3,500,000 units of common stock for market expansion and business consulting. 2,500,000 shares have been issued up to August 31, 2013 and 1,000,000 shares will be issued within next year.

Consulting fees paid to CEO for the year ended August 31, 2013 were $24,068 (2012 – $41,289).

Consulting fees paid to Mr. Redfern for the year ended 31 August 2013 were $6,763.10 (2012 – Nil).

12. CAPITAL STOCK

a.   Common Stock

During fiscal 2003, the Company completed non-brokered private placements of 250,000 shares of common stock for proceeds of $200.

During fiscal 2007, the Company completed non-brokered private placements of 62,500 shares of common stock for proceeds of $50.

During fiscal 2008, the Company issued 12,500 shares of common stock for legal services rendered at $0.08 per share.

During fiscal 2008, the Company issued 448,750 shares of common stock for cash at $0.08 per share.

In August 2009 the company issued 125,000 shares of common stock for consulting services rendered at $0.4 per share.

In January 2010 a $120,000 note payable was converted to 750,000 shares of common stock in the Company at a price of $0.16 per share.

In January 2010 the Company issued 250,000 shares of common stock for cash at $0.3 per share.

In February 2010 the Company issued 25,000 shares of common stock in settlement of accounts payable at $0.4 per share.

F-15

On April 7, 2010, the Company affected a 1 for 10 forward split of its issued and outstanding common stock. The Company’s issued and outstanding common shares were increased from 192,375 to 1,923,750.  All references in the financial statements to the number of shares outstanding and per share amounts of the Company’s common stock have been restated retroactively to reflect the effect of the stock split for all periods presented. The Company also increased its authorized common shares from 100,000,000 to 200,000,000.

During the year ended August 31, 2010, the Company recorded $50,000 for consulting services rendered in exchange for common shares to be issued.  On March 1, 2011, the Company issued 250,000 shares of common stock at a price of $0.2 per share in settlement of these services.

In May 2010 the Company issued a one-year convertible note payable in the amount of $14,990.  On April 16, 2011 the note payable was converted to 75,000 shares of common stock of the Company at $0.2 per share.

In December 2010, pursuant to the Agreement, the Company issued 1,875,000 shares of common stock at $0.16 per share to the Selling Group to acquire a 100% interest in the Property. On March 1, 2011, the Company issued an additional 625,000 shares of common stock at a price of $0.16 per share reflecting payment of $100,000 towards the Property. The shares issued in connection with the Property acquisition were based on the fair market value of the stock on the date of issuance.

During the year ended August 31, 2011, the Company issued 2,059,275 shares of common stock for total gross proceeds of $891,551 from various issuances in prices ranging from $0.24 to $0.88 per share. The Company paid $80,998 in commissions related to raising these proceeds and has accordingly been deducted from additional paid-in capital.  The net proceeds from these issuances were $810,553.

In September 2011, the Company entered into a rental agreement for a period of two years commencing 1 September 2011. The Company paid $12,000 in cash and will deliver to the lessor shares of common stock worth $3,500 to fulfill rental payment for the entire term of lease. In April 2012, the Company issued 15,625 shares of common stock pursuant to the rental agreement at a price of $0.224 per share.

On September 5, 2011, the Company received $5,000 in exchange for 12,500 shares of common stock at $0.40 per share.  These shares were issued on May 17, 2012.

On September 15, 2011, the Company issued 45,000 shares of common stock at $0.40 per share for consulting services.  The services were valued based on the fair market value of the common stock on the date of issuance.

On December 15, 2011, the Company received $15,000 in exchange for 93,750 shares of common stock at $0.16 per share.  These shares were issued on May 17, 2012.

On February 8, 2012, the Company received $6,600 in exchange for 27,500 shares of common stock at $0.24 per share.  These shares were issued on May 17, 2012.

On February 29, 2012, the Company received $26,250 in exchange for 109,375 shares of common stock at $0.24 per share.  These shares were issued on May 17, 2012.

On March 5, 2012, the Company received $5,000 in exchange for 20,833 shares of common stock at $0.24 per share.  These shares were issued in August 2012.

On April 13, 2012, the Company received $9,000 in exchange for 37,500 shares of common stock at $0.24 per share.  These shares were issued in August 2012.

On May 17, 2012, the Company issued 250,000 shares of common stock in connection with its purchase of the Lac Kame and EM-1 Properties, as disclosed in note 7. The issuance of these shares was recorded at a price of $0.08 per share.

F-16

The Company paid $12,472 in commissions related to raising the above mentioned private placements and has accordingly been deducted from additional paid-in capital.

On January 9, 2013, the Company issued 243,010 shares of common stock at $0.20 per share in exchange for cash of $48,602. The Company paid $4,860 in fees and $1,458 in legal expenses related to raising the above mentioned private placements and has accordingly been deducted from Shares to be issued as presented on the consolidated balance sheet.

On January 9, 2013, the Company’s $125,000 convertible note payable with accrued interest of $3,274 were converted into 641,370 shares of common stock at price of $0.20 per share (Note 10).

On February 11, 2013, the Company completed a private placement with unrelated investors for total gross proceeds of $502,000.  The Company issued 2,510,000 common stock at a purchase price of $0.20 per share, each with one warrant to purchase common stock at an exercise price of $0.30 per share. The Company paid $36,000 in fees related to raising the above mentioned private placement.

The fair value of the warrants issued at the date of the grant was $145,247. This amount was estimated using the Black-Scholes Option Pricing model with an expected life of two years, a risk free interest rate of 0.29%, a dividend yield of 0%, and an expected volatility of 75%.

On February 11, 2013, the Company issued 17,800,000 shares of its common stock in exchange for 100% of the shares in Rimrock Mining, Inc., to acquire interests in three prospective gold exploration properties (Note 7 (b)). The Company also issued 2,000,000 shares of its common stock to a consultant company as a fee for above transaction. The acquired properties were recorded at its carrying value based on the fact that the assets are transferred among entities under common control.

On February 11, 2013, the Company effected a 1-for-8 reverse split of the issued and outstanding shares of the common stock.  The effect of reverse split has been accounted for retrospectively.

On March 1 and June 5, 2013, the Company issued 1,250,000 shares and 750,000 respectively of common stock to a consultant in connection with the consulting services for market expansion and business development (Note 7).  These services were recorded in the consolidated statement of operations 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. Additionally, on June 5, 2013, the Company issued 500,000 shares to the same consultant as prepaid consulting fee payment for the quarter ending November 30, 2013.

On March 15, 2013, the Company issued 1,000,000 shares of its common stock to a consultant company as reference fee for the acquisition of Silver Cloud Property (Note 7(c)).  The fair value of these shares was determined based on a recent private placement transaction adjusted for the fair value of warrants issued under that transaction. The fair value of the shares issued has been capitalized with the value of the property acquired.

On May 3, 2013, the Company entered into a purchase agreement to acquire the Silver Cloud Property (Note 7(c)), and issued 400,000 shares and 100,000 shares of its common stock to Geologix Explorations Inc. and Teck Resources Inc. respectively as the consideration for the purchase. 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.

b.   Share purchase warrants

	No. of warrants		Warrant value		Weighted average exercise price		Weighted average  remaining life
Outstanding and exercisable at September 1, 2012 and 2011		-		-
Issued with common shares at private placement		2,510,000	$	145,247		0.30		1.45
Outstanding and exercisable at August 31, 2013		2,510,000	$	145,247		0.30		1.45

On February 11, 2013, the Company completed a private placement with unrelated investors for total gross proceeds of $502,000.  The Company issued 2,510,000 common stock at a purchase price of $0.20 per share, each with one warrant to purchase common stock at an exercise price of $0.30 per share. The Company paid $36,000 in fees related to raising the above mentioned private placement.

The fair value of the warrants issued at the date of the grant was $145,247. This amount was estimated using the Black-Scholes Option Pricing model with an expected life of two years, a risk free interest rate of 0.29%, a dividend yield of 0%, and an expected volatility of 75%.

13. 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.

F-17

● 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 from the Rimrock, West Silver Cloud, and Pony Spur Properties is subject to Net Smelter Returns 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.

14.  SUPPLEMENTAL CASH FLOW INFORMATION

During the periods ended August 31, 2013 and 2012 and for the period from inception to August 31, 2013, there was no interest or taxes paid by the Company.

In December 2010, pursuant to the Abigail Purchase Agreement, the Company issued 15,000,000 shares of common stock at $0.02 per share to the Selling Group to acquire a 100% interest in the Property. On March 1, 2011, the Company issued an additional 5,000,000 shares of common stock at a price of $0.02 per share reflecting payment of $100,000 towards the Property.

In September 2011, the Company entered into a rental agreement for a period of two years commencing 1 September 2011. The Company paid $12,000 in cash and will deliver to the lessor shares of common stock worth $3,500 to fulfill rental payment for the entire term of lease. In April 2012, the Company issued 125,000 shares of common stock pursuant to the rental agreement at a price of $0.028 per share.

On September 15, 2011, the Company issued 360,000 shares of common stock at $0.05 per share for consulting services.  

On May 17, 2012, the Company issued 2,000,000 shares of common stock in connection with its purchase of the Lac Kame and EM-1 Properties, as disclosed (note 7). The issuance of these shares was recorded at a price of $0.01 per share.

On January 9, 2013, the Company’s $125,000 convertible note payable including accrued interest of $3,274 were converted into 641,370 shares of common stock at price of $0.20 per share (Note 10).

On February 11, 2013, the Company issued 17,800,000 shares of its common stock in exchange for 100% of the shares in Rimrock Mining, Inc., to acquire interests in three prospective gold exploration properties (Note 7). The Company also issued 2,000,000 shares of its common stock to a consultant company as a fee for this transaction.

On May 3, 2013, the Company entered into a purchase agreement to acquire the Silver Cloud Property (Note 7), and issued 400,000 shares and 100,000 shares of its common stock to Geologix Explorations Inc. and Teck Resources Inc. respectively as the consideration for the purchase. The Company also issued 1,000,000 shares of its common stock to a consultant company as a fee for this transaction.

During the year ended August 31, 2013, the Company issued 2,500,000 shares of its common stock to a company under common control for consulting services provided.

F-18

15. INCOME TAXES

The Company has income tax losses of approximately $1,445,090 available to be applied against future years income as a result of the losses incurred since inception.  The losses begin to expire in 2023.  At the tax rate of 34% these losses create a deferred tax benefit of approximately $491,331, however, due to the losses incurred in the period and expected future operating results, management determined that it is more likely than not that the deferred tax asset resulting from the tax losses available for carry forward will not be realized through the reduction of future income tax payments.  Accordingly a 100% valuation allowance has been recorded for income tax losses available for carry forward.

The income tax provision for the years ended August 31, 2013 and 2012 as follows:

	Year ended August 31, 2013			Year ended August 31, 2012
Loss before income taxes	$	1,225,857		$	775,291
Applicable tax rates		34	%		34	%
Income tax benefit computed at applicable statutory rates	$	416,791		$	263,599
Tax effect of expenses not deductible for tax purposes		(279,361	)		(181,373	)
Change in valuation allowance		(137,430	)		(82,226	)
Total income tax provision	$	-		$	-

The components of deferred tax benefit are summarized as follows:

	As at August 31, 2013			As at August 31, 2012
Non-capital losses carried forward	$	491,331		$	353,900
Valuation allowance		(491,331	)		(353,900	)
Net deferred tax benefit	$	-		$	-

16. FINANCIAL INSTRUMENTS

Foreign Currency Risk

The Company is exposed to currency risks due to the potential variation of the currencies in which it operates.  Principal currencies include the United States dollar and Canadian dollar.  We monitor our foreign currency exposure regularly to minimize our foreign currency risk exposure.

Concentration of Credit Risk

The Company does not have significant off-balance-sheet risk or credit concentration.  The Company maintains cash with major financial institutions.  From time to time, the Company may have funds on deposit with commercial banks that exceed federally insured limits.  Management does not consider this to be a significant risk.

Liquidity Risk

The Company is exposed to liquidity risk as its continued operations are dependent upon obtaining additional capital or achieving profitable operations to satisfy its liabilities as they come due.

17. SUBSEQUENT EVENTS

On October 7, 2013, the Company closed a purchase agreement with RMIC Gold to acquire an exploration epithermal bonanaza 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 (the “Mining Claims”). In consideration for the Mining Claims, the Company shall issue to RMIC Gold 150,000 shares of the Company’s common stock (the “Rimrock Shares”).  Any mineral production from the Ivanhoe Creek Property is subject to net smelter return royalties of 1% due to RMIC Gold.

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

In September and November 2013, the Company elected to drop the 25 EM-1 claims, the 12 Lac Kame claims, and 83 Abigail claims.

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.

In March 2014, the Company issued 250,000 shares for consulting services to Uptick Capital LLC.  Ari Blaine and Simeon Wohlberg control Uptick Capital and are directors of Zahav Resources Inc.

F-19

18. RESTATEMENT

The Company has made adjustments to its consolidated balance sheet, consolidated statement of operations and comprehensive loss, consolidated statement of Stockholder’s equity, and consolidated statement of cash flows at August 31, 2013 and 2012 due to an adjustment to the valuation of mining property claims and adjustments in the application of the beneficial conversion features calculation on convertible debentures. The Company originally accounted for the acquisition of mineral rights as a “Purchase of Assets” under the guidance of ASC 505 in which the acquired property were recorded on the fair value of the Company’s 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 acquisition. Therefore the transaction should have been accounted for as an exchange of assets between entities under common control. The guidance ASC 805-50-30-56 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. The Company originally accounted for their convertible debenture under the guidance of FASB 470-20-25-23, which requires determining the carrying amount of the liability component first, and then determining the carrying amount of the equity component represented by the embedded conversion option. In further review, the Company determined the convertible debenture is not within the scope of the Cash conversion Subsections, and should calculate the intrinsic value for its beneficial conversion feature under the guidance of FASB 470-20-25-4. The restatement also adjusted accumulated other comprehensive loss to deficit accumulated during the exploration stage for realization of loss on available for sale securities and derecognizing translation adjustments.

a.   Reconciliation of Consolidated Balance Sheet as at August 31, 2013

Consolidated Balance Sheet as at August 31, 2013

	August 31, 2013 Previously stated			August 31, 2013 Adjustments			August 31, 2013 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
Mineral property claims (1)		3,327,117			(2,947,147	)		379,970
Equipment		758						758
Total Long Term Assets		3,327,875			(2,947,147	)		380,728
Total Assets	$	3,444,920			(2,947,147	)	$	497,773
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities	$	8,603					$	8,603
Convertible notes payable		-						16,109
Advances from a related party		16,109						-
Total Liabilities		24,712						24,712
Stockholders' Equity
Capital stock, $0.001 par value; Authorized 200,000,000; Issued and outstanding 34,614,489  (August 31, 2012 – 7,420,109)		34,615						34,615
Additional paid-in capital (2)		5,962,315			(2,476,830	)		3,485,485
Accumulated other comprehensive loss (3)		(9,802	)		9,802			-
Deficit accumulated during the exploration stage (4)		(2,566,920	)		(480,119	)		(3,047,039	)
Total Stockholders' Equity		3,420,208			(2,947,147	)		473,061
Total Liabilities and Stockholders' Equity	$	3,444,920			(2,947,147	)	$	497,773

F-20

Consolidated Balance Sheet as at August 31, 2012

	August 31, 2012 Previously stated			August 31, 2012 Adjustments			August 31, 2012 Restated
ASSETS
Current Assets
Cash	$	11,191		-				$	11,191
Prepaid and sundry		11,129		-					11,129
Total Current Assets		22,320		-					22,320
Long Term Assets
Mineral property claims		133,108		-					133,108
Equipment		958		-					958
Total Long Term Assets		134,066		-					134,066
Total Assets	$	156,386		-				$	156,386
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities	$	32,539		-				$	32,539
Convertible notes payable (5)		111,330			(74,872	)			36,458
Advances from a related party		-							-
Total Liabilities		143,869			(74,872	)			68,997
Stockholders' Equity
Capital stock, $0.001 par value; Authorized 200,000,000; Issued and outstanding 34,614,489  (August 31, 2012 – 7,420,109)		7,420							7,420
Additional paid-in capital (5)		1,782,951			118,200				1,901,151
Accumulated other comprehensive loss (3)		(9,540	)		9,540				0
Deficit accumulated during the development stage (6)		(1,768,314	)		(52,868	)			(1,821,182	)
Total Stockholders' Equity		12,517			74,872				87,389
Total Liabilities and Stockholders' Equity	$	156,386			-			$	156,386

F-21

b.   Reconciliation of Consolidated statements of operations and comprehensive loss for the year ended August 31, 2013

	For the Year  Ended August 31, 2013 (Previously stated)			For the Year  Ended  August 31, 2013 (Adjustment)			For the Year  Ended August 31, 2013 (Restated)
EXPENSES
Professional fees (7)	$	513,954		$	352,117		$	866,071
Mineral property claims maintenance fee		91,140			-			91,140
Exploration		4,017			-			4,017
Advertising and promotion		7,526			-			7,526
Telecommunications		6,422			-			6,422
Rent and occupancy costs		16,450			-			16,450
Office and general		16,886			-			16,886
Interest and bank charges (5)		8,903			74,872			83,775
Foreign currency exchange loss (8)		-			262			262
Depreciation		200			-			200
TOTAL OPERATING EXPENSES		665,498			427,251			1,092,749
LOSS FROM OPERATIONS		(665,498	)		427,251			(1,092,749	)
Interest income		-			-			-
Impairment of mineral property claims		(133,108	)		-			(133,108	)
Impairment of convertible note receivable		-			-			-
LOSS FROM CONTINUING OPERATIONS BEFORE TAX		(798,606	)		(427,251	)		(1,225,857	)
Income tax		-			-			-
LOSS FROM CONTINUING OPERATIONS		(798,606	)		(427,251	)		(1,225,857	)
LOSS FROM DISCONTINUED OPERATION, NET OF TAX		-			-			-
NET LOSS	$	(798,606	)	$	(427,251	)	$	(1,225,857	)
OTHER COMPREHENSIVE LOSS FROM CONTINUING OPERATIONS
Foreign currency translation adjustment (8)		(262	)		262			0
Unrealized loss on convertible note receivable and available-for-sale securities, net of tax		-			-			-
COMPREHENSIVE LOSS OF CONTINUING OPERATIONS	$	(798,868	)	$	(426,989	)		(1,225,857	)
OTHER COMPREHENSIVE LOSS FROM DISCONTINUED OPERATIONS
Foreign currency translation adjustment		-			-			-
COMPREHENSIVE LOSS OF DISCONTINUED OPERATIONS		-			-			-
TOTAL COMPREHENSIVE LOSS		(798,868	)		(426,989	)		(1,225,857	)

F-22

	For the Year  Ended  August 31, 2012 (Previously stated)			For the Year  Ended  August 31, 2012 (Adjustment)			For the Year  Ended  August 31, 2012 (Restated)
EXPENSES
Professional fees (9)		211,817			8,854			220,671
Exploration		22,656			-			22,656
Advertising and promotion		1,788			-			1,788
Telecommunications		2,184			-			2,184
Rent and occupancy costs		7,728			-			7,728
Office and general		4,470			-			4,470
Interest and bank charges (5)		5,708			34,475			40,183
Depreciation		120			-			120
TOTAL OPERATING EXPENSES		256,471			43,329			299,800
LOSS FROM OPERATIONS		(256,471	)		(43,329	)		(299,800	)
Interest income		-			-			-
Impairment of mineral property claims		(451,870	)		-			(451,870	)
Impairment of convertible note receivable		(23,621	)		-			(23,621	)
LOSS FROM CONTINUING OPERATIONS BEFORE TAX		(731,962	)		(43,329	)		(775,291	)
Income tax		-			-			-
LOSS FROM CONTINUING OPERATIONS		(731,962	)		-			(775,291
LOSS FROM DISCONTINED OPERATION, NET OF TAX		(3,742	)		-			(3,742	)
NET LOSS	$	(735,704	)	$	(43,329	)	$	(779,033
OTHER COMPREHENSIVE LOSS FROM CONTINUING OPERATIONS
Foreign currency translation adjustment		896			-			896
Unrealized loss on convertible note receivable and available-for-sale securities, net of tax		23,621			-			23,621
COMPREHENSIVE LOSS OF CONTINUING OPERATIONS	$	(707,445	)	$	43,329			(750,774	)
OTHER COMPREHENSIVE LOSS FROM DISCONTINUED OPERATIONS
Foreign currency translation adjustment		109			-			109
COMPREHENSIVE LOSS OF DISCONTINUED OPERATIONS		(3,633	)		-			(3,633	)
TOTAL COMPREHENSIVE LOSS		(711,078	)		(43,329	)		(754,407	)
LOSS FROM CONTINUING OPERATIONS PER SHARE - BASIC AND DILUTED		(0.01	)		-			(0.01	)
LOSS FROM DISCONTINUED OPERATIONS PER SHARE - BASIC AND DILUTED		-			-			-
NET LOSS PER SHARES - BASIC AND DILUTED	$	(0.01	)	$	-			(0.01	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		56,983,073			-			56,983,073

F-23

	For the Period from Inception (June 5, 2003) to August 31,  2013 (Previously stated)			For the Period from Inception (June 5, 2003) to August 31, Adjustment			For the Period from Inception (June 5, 2003) to August 31,  2013 (Restated)
EXPENSES
Professional fees	$	1,512,283		$	360,971		$	1,873,254
Mineral property claims maintenance fee		91,140			-			91,140
Exploration		119,740			-			119,740
Advertising and promotion		16,707			-			16,707
Telecommunications		17,055			-			17,055
Rent and occupancy costs		27,310			-			27,310
Office and general		30,104			-			30,104
Interest and bank charges		19,172			109,347			128,519
Foreign currency exchange loss		-			262			262
Depreciation		320			-			320
TOTAL OPERATING EXPENSES		1,833,831			470,580			2,304,411
LOSS FROM OPERATIONS		(1,833,831	)		(470,580	)		(2,304,411	)
Interest income		11,821			-			11,821
Impairment of mineral property claims		(584,978	)		-			(584,978	)
Impairment of convertible note receivable		(23,621	)		-			(23,621	)
LOSS FROM CONTINUING OPERATIONS BEFORE TAX		(2,430,609	)		-			(2,901,189	)
Income tax		-			-			-
LOSS FROM CONTINUING OPERATIONS		(2,430,609	)		-			(2,901,189	)
LOSS FROM DISCONTINED OPERATION, NET OF TAX		(136,311	)		(9,539	)		(145,850	)
NET LOSS	$	(2,566,920	)	$	(480,119	)	$	(3,047,039	)

F-24

c.   Consolidated statements of Stockholders’ Equity

	Common stock				Additional		Accumulated Other Comprehensive			Deficit Accumulated During the  exploration			Total Stockholders’
	Shares		Amount		Paid in Capital		income			stage			equity
Balance, August 31, 2011 (Previously stated)		6,808,025	$	6,808	$	1,680,885	$	(34,166	)	$	(1,032,610	)	$	620,917
Realized loss on available for sale securities – year 2007 & 2008		-		-		-		4,809			(4,809	)(3)		-
Reclassification of foreign currency translation for prior years to retained earnings		-		-		-		4,730			(4,730	)(3)		-
Issuance of common stock for rent		15,625		16		3,484		-			-			3,500
Issuance of common stock for cash, net of commissions		301,459		301		54,077		-			-			54,378
Issuance of common stock for consulting services		45,000		45		17,955		-			-			18,000
Issuance of common stock for purchase of properties		250,000		250		19,750		-			-			20,000
Convertible debentures equity portion		-		-		125,000		-			-			125,000
Realized gain on convertible notes receivable		-		-		-		23,621			-			23,621
Foreign currency translation		-		-		-		1,006			-			1,006
Net loss		-		-		-		-			(779,033	)		(779,033	)
Balance, August 31, 2012 (Restated)		7,420,109	$	7,420	$	1,901,151	$	-		$	(1,821,182	)	$	87,389

Conversion of convertible debentures	641,370		642		127,633		-		-			128,275
Issuance of common stock for cash, net of issuance costs	2,753,148		2,753		505,531		-		-			508,284
Issuance of common stock for consulting services	4,500,000		4,500		670,500		-		-			675,000
Issuance of common stock to acquire mineral property claims	19,300,000		19,300		280,670		-		-			299,970
Net loss	-		-		-		-		(1,225,857	)		(1,225,857	)
Balance,  August 31, 2013 (Restated)	34,614,627	$	34,615	$	3,485,485	$	-	$	(3,047,039	)	$	473,061

F-25

d.   Consolidated statement of cash flows

	For the Year Ended August 31, 2013 (Previously stated)			For the Year Ended August 31, 2013 (Adjustments)			For the Year Ended August 31, 2013 (Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(798,606	)	$	(427,251	)	$	(1,225,857	)
Less: Loss from discontinued operations, net of tax expense		-			-			-
Loss from continuing operations		(798,606	)		(427,251	)		(1,225,857	)
Items not affecting cash
Depreciation		200			-			200
Accretion expense on convertible notes payable		13,670			74,872	(5)		88,542
Accrued interest on convertible notes payable		3,274			-			3,274
Foreign currency exchange loss		-			-
Impairment of mineral property claims		133,108			-			133,108
Impairment of convertible note receivable		-			-			-
Issuance of common stock for services		300,000			300,000	(7)		600,000
Issuance of common stock for rental		-			-			-
Write off of deferred offering costs		-			-			-
Change in prepaid and sundry		5,533			-			5,533
Change in accounts payable and accrued liabilities		(23,936	)		-			(23,936	)
Net cash used in operating activities from continuing operations		(366,757	)		(52,379	)		(419,136	)
Net cash used in operating activities from discontinued operations		-			-			-
CASH FLOWS USED IN OPERATING ACTIVITIES		(366,757	)		(52,379	)		(419,136	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral property claims		(132,117	)		52,117	(7)		(80,000)
Disposition of equipment		-			-			-
Acquisition of equipment		-			-			-
CASH FLOWS USED IN INVESTING ACTIVITIES		(132,117	)		52,117			(80,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Convertible notes receivable		-			-			-
Proceeds from convertible note payable		-			-			-
Repayment of convertible notes payable		-			-			-
Advances (to) from a related party		16,109			-			16,109
Repayment of advance from a related party		-			-			-
Issuance of common stock, net of issuance costs		508,285						508,285
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		524,394						524,394
EFFECT OF EXCHANGE RATE CHANGES ON CASH		(262	)		262	(8)		-
NET INCREASE (DECREASE) IN CASH		25,258			-			25,258
CASH, BEGINNING OF PERIOD		11,191			-			11,191
CASH, END OF PERIOD	$	36,449		$				36,449
NON CASH INVESTING AND FINANCING ACTIVITES
Issuance of common stock for acquisition of mineral property claims	$	3,195,000			(2,895,030	)(1)		299,970
Convertible debt payable and accrued interest converted to common stock	$	128,274			-			128,274

F-26

	For the Year Ended August 31, 2012 (Previously stated)			For the Year Ended August 31, 2012 (Adjustments)			For the Year Ended August 31, 2012 (Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(735,704	)	$	(43,329	)	$	(779,033	)
Less: Loss from discontinued operations, net of tax expense		3,742						3,742
Loss from continuing operations		(731,962	)		(43,329	)		(775,291	)
Items not affecting cash		-			-			-
Depreciation		120			-			120
Accretion expense on convertible notes payable		-			-			-
Accrued interest on convertible notes payable		5,630			30,829	(5)		36,459
Foreign currency exchange loss		-			-			-
Impairment of mineral property claims		451,870			-			451,870
Impairment of convertible note receivable		23,621			-			23,621
Loss on disposal of assets		-			-			-
Issuance of common stock for services		18,000			-			18,000
Issuance of common stock for rental		3,500			-			3,500
Write off of deferred offering costs		-			-			-
Change in prepaid and sundry		(5,289	)		-			(5,289	)
Change in accounts payable and accrued liabilities		13,721			-			13,721
Net cash used in operating activities from continuing operations		(220,789	)		(12,500	)		(233,289	)
Net cash used in operating activities from discontinued operations		(2,564	)		-			(2,564	)
CASH FLOWS USED IN OPERATING ACTIVITIES		(223,353	)		(12,500	)(9)		(235,854	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral property claims		(14,978	)		-			(14,978	)
Disposition of equipment		-			-			-
Acquisition of equipment		(1,130	)		-			(1,130	)
CASH FLOWS USED IN INVESTING ACTIVITIES		(16,108	)		-			(16,108	)
CASH FLOWS FROM FINANCING ACTIVITIES
Convertible notes receivable		-			-			-
Proceeds from convertible note payable		112,500			12,500			125000
Repayment of convertible notes payable		(3,550	)		-			(3,550	)
Advances (to) from a related party		-			-			-
Repayment of advance from a related party		(203	)		-			(203	)
Issuance of common stock, net of issuance costs		54,378			-			54,378
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		163,125			12,500			175,625
EFFECT OF EXCHANGE RATE CHANGES ON CASH		651						651
NET INCREASE (DECREASE) IN CASH		(75,685	)		-			(75,685	)
CASH, BEGINNING OF PERIOD		86,876			-			86,876
CASH, END OF PERIOD	$	11,191						11,191
NON CASH INVESTING AND FINANCING ACTIVITES
Issuance of common stock for mineral property claims	$	-			-			-
Convertible debt converted to common stock	$	-			-			-

F-27

	For The Period From Inception (June 5, 2003) To August 31, 2013 (Previously stated)			For The Period From Inception (June 5, 2003) To August 31, 2013 (Adjustments)			For The Period From Inception (June 5, 2003) To August 31, 2013 (Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,566,920	)	$	(480,119	)		(3,047,039	)
Less: Loss from discontinued operations, net of tax expense		136,311			9,539			145,850
Loss from continuing operations		(2,430,609	)		(470,580	)		(2,901,189	)
Items not affecting cash		-			-			-
Depreciation		320			-			320
Accretion expense on convertible notes payable		19,300			105,700			125,000
Accrued interest on convertible notes payable		3,274			-			3,274
Foreign currency exchange loss		-			-			-
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		419,000			300,000			719,000
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		(5,596	)		-			(5,596	)
Change in accounts payable and accrued liabilities		8,603			-			8,603
Net cash used in operating activities from continuing operations		(1,250,847	)		(64,880	)		(1,315,727	)
Net cash used in operating activities from discontinued operations		(114,257	)		-			(114,257	)
CASH FLOWS USED IN OPERATING ACTIVITIES		(1,365,104	)		(64,880	)		(1,429,984	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral property claims		(147,095	)		52,117			(94,978	)
Disposition of equipment		4,462			-			4,462
Acquisition of equipment		(30,124	)		-			(30,124	)
CASH FLOWS 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			12,500			153,540
Repayment of convertible notes payable		(163,550	)		-			(163,550	)
Advances (to) from a related party		141,109			-			141,109
Repayment of advance from a related party		-			-			-
Issuance of common stock, net of issuance costs		1,484,166			-			1,484,166
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		1,580,787			12,500			1,593,287
EFFECT OF EXCHANGE RATE CHANGES ON CASH		(6,477	)		262			(6,214	)
NET INCREASE (DECREASE) IN CASH		36,449						36,449
CASH, BEGINNING OF PERIOD		-			-			-
CASH, END OF PERIOD	$	36,449			-		$	36,449
NON CASH INVESTING AND FINANCING ACTIVITES
Issuance of common stock for mineral property claims		-			-			-
Convertible debt converted to common stock		-			-			-

(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)   Adjustments due to realized loss on available for sale securities and derecognization of translation adjustments for prior year.

(4)   Accumulated all adjustments related to the years ended December 31, 2012 and 2013.

(5)   $125,000 convertible notes payable originally accounted for within the scope of the cash conversion subsections, and were adjusted to accounted for within the scope of beneficial conversion feature.

(6)   Accumulated all adjustments related to the years ended December 31, 2012.

(7)   Adjustment arises from the incorrect capitalization of mining properties acquisition costs.

(8)   To adjust translation difference from accumulated other comprehensive income to loss from operations.

(9)   $12,500 commission fee has been deducted from convertible debt, and amortized $3,646 in previously stated financial statement for the year ended December 31, 2012. The issuance cost should not be offset against the proceeds received in calculating the intrinsic value of a conversion option.

F-28

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.      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 August 31, 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.

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.

34

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 fourth quarter of the fiscal year ended August 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.      OTHER INFORMATION

None.

PART III

ITEM 10.       DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our executive officers and directors are as follows:

Name	Age	Positions and Offices Held
Richard R. Redfern	62	Director
Jordan Starkman	43	President, Secretary & Director

JORDAN STARKMAN, 43, President.

Mr. Starkman brings over twenty years’ experience in sales, financial consulting, and investor and client relations Rimrock Gold. He is a co-founder of Pay By the Day Company Inc. and was VP Operations from June 2003 prior to becoming President in January 2006. In addition to being President of Pay By The Day Company Inc., Mr. Starkman has been the President of Pacific Green Technologies (formerly E Cash) since October 2008 and Health Advance Inc. since April 2010, both of which are quoted on the OTCQB.  Pay By The Day Company Inc. was owned by Rimrock Gold (formerly Pay By The Day Holdings) until May 2012.  Mr. Starkman spends the majority of his time overseeing the operations of Rimrock Gold, a junior mining/exploration company, and Health Advance, an online medical supply company.  Prior to forming Pay By The Day Company Inc. in 2003, Jordan was a sales person from January 2002 to February 2003 at The Buck A Day Company, an Ontario based direct sales company focused on sales of computers and consumer electronics, and was President of Guardians of Gold from November 2005 to October 2011. Jordan has an extensive background in finance and business development. He worked for 10 years as an independent consultant for various publicly traded companies responsible for initiating new business and developing long-term relationships with customers. Jordan also holds a BA in Statistics from the University of Western Ontario. 

RICHARD R. REDERN, 62, Director.

Mr. Redfern is a Certified Professional Geologist and Qualified Person under NI 43-101 and businessman with 35 years of mineral exploration and mining industry experience throughout the Americas, Europe, Africa, and Australia. He has been involved with major and junior mineral exploration and mining companies since 1975, and has made mineral discoveries, such as in the Keystone, South Dakota gold district for Homestake Mining. He has an extensive list of contacts with present and former government officials and business people in many countries worldwide. Mr. Redfern is President of Mexivada Mining Corp., and worked for Barrick Gold Exploration Inc. in Mexico. He is a Director of Pepper Rock Resources, and has consulted for several listed mining and exploration companies. He is a Fellow of the Society of Economic Geologists, is a Certified Professional Geologist with the American Institute of Professional Geologists, and a Member of the Northwest Mining Association, AIMMGM of Mexico, the British Columbia Chamber of Mines, and the Prospector’s and Developer’s Association. Mr. Redfern graduated from UCLA in 1977 with a Master’s Degree in Geology.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board. 

All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.

35

None of our Officers and/or Directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years.

Audit Committee

We do not have a standing audit committee of the Board of Directors. Management has determined not to establish an audit committee at present because of our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management’s belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Item 401(e) of Regulation S-B is beyond its limited financial resources and the financial skills of such an expert are simply not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in its financial statements at this stage of its development.  

We have not formed a Compensation Committee or Nominating and Corporate Governance Committee as of the filing of this Annual Report.            

Certain Legal Proceedings

No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.

Compliance With Section 16(A) Of The Exchange Act.

We do not have a class of equity securities registered pursuant to section 12 of the Securities Exchange Act and therefore our directors, officers and persons who beneficially own more than 10% of a registered class of our equity securities are not required to file reports of ownership and changes in ownership with the SEC or furnish us with copies of these reports.

Code of Ethics

We currently do not have a code of ethics that applies to our officers, employees and director, including our Chief Executive Officer. 

ITEM 11.       EXECUTIVE COMPENSATION

Compensation of Executive Officers

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officer paid by us during the fiscal years ended August 31, 2013 in all capacities for the accounts of our executive officer:

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary/ consulting ($)		Bonus ($)	Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)	Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Totals ($)
Jordan Starkman	2013	$	24,204	0		0		0	0		0		0	$	24,204
President, Secretary & Director	2012	$	41,289	0		0		0	0		0		0	$	41,289
Richard Redfern Director(1)	2013	$	6,763.10	0		0		0	0		0		0	$	6,763.10

(1)   Richard Redfern was appointed as director of the Company on February 11, 2013.

36

Employment Agreements

We do not have any employment agreements in place with our officer and directors.

ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information as of the date hereof with respect to the beneficial ownership of our ordinary shares, the sole outstanding class of our voting securities, by (i) each stockholder known to be the beneficial owner of 5% or more of the outstanding common stock of the Company, (ii) each executive officer and director, and (iii) all executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. ordinary shares subject to options, warrants or convertible securities exercisable or convertible within 60 days as of the date hereof are deemed outstanding for computing the percentage of the person or entity holding such options, warrants or convertible securities but are not deemed outstanding for computing the percentage of any other person and is based on 35,464,627 shares of common stock issued and outstanding as of November 15, 2013.

Name and Address	Amount and Nature of Beneficial Ownership		Percentage of Class
Directors and named executive officers
Jordan Starkman, President, Secretary and Director		258,248		0.73	%
3651 Lindell Rd #D155 Las Vegas, NV 89103
All directors and executive officers as a group (1 persons)		258,248		0.73	%
5% Security Holder
Zahav Resources Inc. 30 Morgan Street Stamford, CT 06905		17,800,000		50.19	%
Cede & Co PO Box 222, Bowling Green Station New York, NY 10274		3,311,913		9.34	%
Uptick Capital LLC 30 Morgan St Stamford, CT 06905		2,750,000		7.75	%
Makmo Trading Corp 133 North Ocean Drive, Apartment 808 Pompano Beach, FL 33062		2,000,000		5.64	%
Alpha Capital Anstaet 150 Central Park South, 2nd Floor New York, NY 10019		1,750,000		5.00	%

 ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Consulting fees paid to Mr. Starkman for the year ended August 31, 2013 were $24,204 (2012: $41,289).

Consulting fees paid to Mr. Redfern for the year ended 31 August 2013 were $6,763.10 (2012 – Nil).

Advances from a related party were from a company controlled by Jordan Starkman, the director and officer of the Company, are non-interest bearing, unsecured and due on demand.

On May 11, 2012, Mr. Starkman acquired all the shares of common stock of Pay By The Day Company Inc. from the Company.  Upon sale of PBTD, the Company didn’t recognize a gain or loss since PBTD is dormant with limited transactions.

On October 7, 2013, the Company closed a purchase agreement with RMIC Gold to acquire an exploration epithermal bonanaza 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 Mining Claims, the Company shall issue to RMIC Gold 150,000 shares of the Company’s common stock (the “Rimrock Shares”).  Any mineral production from the Ivanhoe Creek Property is subject to net smelter return royalties of 1% due to RMIC Gold.

37

ITEM 14.       PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

For the Company’s fiscal year ended August 31, 2013, we were billed approximately $ 28,000 for professional services rendered for the audit of our financial statements.

Tax Fees

For the Company’s fiscal year ended August 31, 2013, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.

All Other Fees

The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal year ended August 31, 2013.

PART IV

ITEM 15.       EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

a) Documents filed as part of this Annual Report

1. Consolidated Financial Statements

2. Financial Statement Schedules

3. Exhibits

3.1	Articles of Incorporation, incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on March 5, 2008
3.2	Amendment to the Articles of Incorporation, incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on May 17, 2011
3.3	Amendment to the Articles of Incorporation, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on January 30, 2013
3.3	By-Laws, incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed on March 5, 2008
4.1	Form of Warrant, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on February 15, 2013
10.1	Assets Purchase Agreement, dated May 11, 2012, by and among the Company and the Seller Group, incorporated by reference to Exhibit 10.1to the Current Report on Form 8-K filed on May 17, 2012
10.2	Stock Purchase Agreement, dated May 11, 2012, by and among the Company, Pay By The Day Company Inc., and Jordan Starkman, incorporated by reference to Exhibit 10.1to the Current Report on Form 8-K filed on May 17, 2012
10.3	Agreement and Plan of Merger, dated January 24, 2013, by and among Rimrock Gold Corp. (f/k/a Tucana Lithium Corp.), Tucana Holdings Inc., and Rimrock Mining, Inc., incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 30, 2013.
10.4	Purchase Agreement, dated May 3, 2013, by and among Rimrock Gold Corp., Geologix Explorations Inc. and Geologix (U.S.), incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 9, 2013.
10.5	Purchase Agreement, dated September 23, 2013, by and among Rimrock Gold Corp., and RMIC Gold, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 11, 2013.
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.
32.1+	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.
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

 *Filed with this report.

+In accordance with SEC Release 3308238, Exhibit 32.1 is being furnished with this report.

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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: April 11, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/ Jordan Starkman	President, Secretary, and	April 11, 2014
Jordan Starkman	Chairman of the Board of Directors (Principal Executive Officer and Principal Financial Officer)

/s/ Richard Redfern	Director	April 11, 2014
Richard Redfern

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