UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended May 31, 2014

or

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

For the transition period from ______to______.

Commission File Number: 333-149552

RIMROCK GOLD CORP.

 (Exact name of registrant as specified in charter)

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

3651 Lindell Rd. Suite D155

Las Vegas, NV, 89103

 (Address of Principal Executive Offices)(Zip Code)

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

N/A

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

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

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock. As of July 21, 2014, the registrant had 37,664,627 shares of common stock issued and outstanding.

RIMROCK GOLD CORP. AND SUBSIDIARIES

FORM 10-Q

May 31, 2014

INDEX

PART I-- FINANCIAL INFORMATION
Item 1.	Condensed consolidated Financial Statements	F-1 to F-20
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	17
PART II-- OTHER INFORMATION
Item 1	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	20
SIGNATURE		21

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

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

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

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

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

USE OF CERTAIN DEFINED TERMS

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

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

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

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

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

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

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

CONTENTS

PAGE	F-2	UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MAY 31, 2014 (UNAUDITED) AND AS OF AUGUST 31, 2013 (AUDITED RESTATED).
PAGE	F-3	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED MAY 31, 2014 AND 2013 (UNAUDITED).
PAGE	F-4	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE NINE MONTHS ENDED MAY 31, 2014 AND 2013 AND FOR THE PERIOD JUNE 5, 2003 (INCEPTION) TO MAY 31, 2014 (UNAUDITED).
PAGE	F-5	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED MAY 31, 2014 AND 2013 AND FOR THE PERIOD JUNE 5, 2003 (INCEPTION) TO MAY 31, 2014 (UNAUDITED).
PAGE	F-6 to F-20	NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

F-1

RIMROCK GOLD CORP. AND SUBSIDIARIES

(An Exploration Stage Company)

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

AS AT

(Expressed in United States Dollar)

				August 31,
	May 31,			2013
	2014 (Unaudited)			(Restated - Note 12)
	$			$
ASSETS
Current assets
Cash		15,913			36,449
Prepaid and sundry		3,818			80,596
Total current assets		19,731			117,045
Long term assets
Mining property claims [Note 5]		394,970			379,970
Equipment, net		642			758
Total long term assets		395,612			380,728
Total assets		415,343			497,773
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities		111,145			8,603
Advances from related parties		807			16,109
Convertible note at fair value [Note 7]		151,195			—
Derivative liabilities [Note 8]		7,718			—
Shares to be issued		4,740			—
Total current liabilities		275,605			24,712
Going concern [Note 3]
Contingencies and commitments [Note 10]
Subsequent event [Note 11]
Stockholders' equity
Common stock, $0.001 par value, 200,000,000 shares authorized, 37,664,627 and 34,614,627 common shares outstanding  as at May 31, 2014 and August 31, 2013, respectively [Note 9]		37,665			34,615
Additional paid-in capital		3,803,935			3,485,485
Deficit accumulated during exploration stage		(3,701,862	)		(3,047,039	)
Total stockholders' equity		139,738			473,061
Total liabilities and stockholders' equity		415,343			497,773

See accompanying notes

F-2

RIMROCK GOLD CORP. AND SUBSIDIARIES

(An Exploration Stage Company)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in United States Dollar)

	For the three			For the three
	months ended May 31, 2014			months ended May 31, 2013
	(Unaudited)			(Unaudited)
		$			$
EXPENSES
Professional fees		235,823			246,296
Derivative expense [Notes 7 and 8]		8,082			—
Exploration (recovery)		—			40,179
Advertising and promotion		1,087			4,659
Telecommunications		1,568			1,789
Rent and occupancy costs		—			10,663
Office and general		7,722			5,175
Interest and bank charges		52,573			1,125
Foreign exchange gain/loss		22			—
Depreciation		30			48
Total operating expenses		306,907			309,934
Net loss for the period before income taxes		(306,907	)		(309,934	)
Income taxes		—			—
Net loss for the period		(306,907	)		(309,934	)
Foreign currency translation adjustment		—			(35	)
Total comprehensive loss		(306,907	)		(309,969	)
Loss  per share, basic and diluted		(0.0082	)		(0.0095	)
Weighted average number of common shares outstanding		37,511,849			32,687,996

See accompanying notes

F-3

RIMROCK GOLD CORP. AND SUBSIDIARIES

(An Exploration Stage Company)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in United States Dollar)

	For the nine			For the nine months ended			For the period from inception
	months ended			May 31, 2013			(June 5, 2013)
	May 31, 2014			(Restated - Note 12)			to May 31, 2014
	(Unaudited)			(Unaudited)			(Unaudited)
	$			$			$
EXPENSES
Professional fees		562,915			708,838			2,436,169
Derivative expense [Notes 7 and 8]		8,082			—			8,082
Mining property maintenance fee		7,584			—			98,724
Exploration (recovery)		—			2,050			119,740
Advertising and promotion		2,413			6,855			19,120
Telecommunications		4,708			4,765			21,763
Rent and occupancy costs		3,283			14,513			30,593
Office and general		10,535			10,650			40,639
Interest and bank charges		52,763			83,261			181,282
Foreign exchange gain/loss		2,424			245			2,686
Depreciation		116			154			436
Total operating expenses		654,823			831,331			2,959,234
Net loss for the period from operations		(654,823	)		(831,331	)		(2,959,234	)
Interest income		—			—			11,821
Impairment of mining property claims		—			—			(584,978	)
Impairment of convertible not receivable		—			—			(23,621	)
From continuing operations before income taxes		(654,823	)		(831,331	)		(3,556,012	)
Income tax		—			—			—
From continuing operations, net of tax		(654,823	)		(831,331	)		(3,556,012	)
From discontinuing operations, net of tax		—			—			(145,850	)
Net loss for the period		(654,823	)		(831,331	)		(3,701,862	)
Foreign currency translation adjustment		—			(35	)		—
Total comprehensive loss		(654,823	)		(831,366	)		(3,701,862	)
Loss  per share, basic and diluted		(0.0177	)		(0.0476	)
Weighted average number of common shares outstanding		36,917,650			17,453,520

See accompanying notes

F-4

RIMROCK GOLD CORP. AND SUBSIDIARIES

(An Exploration Stage Company)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 (Expressed in United States Dollar)

	For the nine			For the nine months ended			For the period from inception
	months ended			May 31, 2013			(June 5, 2013)
	May 31, 2014			(Restated - Note 12)			to May 31, 2014
	(Unaudited)			(Unaudited)			(Unaudited)
	$			$			$
OPERATING ACTIVITIES
Net loss for the period		(654,823	)		(831,331	)		(3,701,862	)
Less: Loss from discontinuing  operations, net of tax		—			—			145,850
Loss from continuing operations		(654,823	)		(831,331	)		(3,556,012	)
Items not affecting cash
Depreciation		116			154			436
Accretion expense including derivative expense		58,913			88,542			183,913
Accrued interest on convertible notes payable		—			3,274			3,274
Impairment of mineral property claims		—			—			584,978
Impairment of convertible note receivable		—			—			23,621
Loss on disposal of assets		—			—			2,762
Issuance of common stock for services		381,500			457,466			1,025,500
Issuance of common stock for rental		—			—			3,500
Write off of deferred offering costs		—			—			120,000
Change in prepaid and sundry		5,596			3,383			75,000
Change in accounts payable and accrued liabilities		102,542			(4,608	)		111,145
Net cash used in operating activities from continuing operations		(106,156	)		(283,120	)		(1,421,883	)
Net cash used in operating activities from discontinued operations		—			—			(114,257	)
Net cash used in operating activities		(106,156	)		(283,120	)		(1,536,140	)
INVESTING ACTIVITIES
Acquisition of mineral property claims		—			—			(94,978	)
Disposition of equipment		—			—			4,462
Acquisition of equipment		—			—			(30,124	)
Net cash used in investing activities		—			—			(120,640	)
FINANCING ACTIVITIES
Convertible notes receivable		—			—			(21,978	)
Proceeds from convertible note payable		100,000			—			253,540
Repayment of convertible notes payable		—			—			(163,550	)
Advances from (to) related parties		(19,120	)		—			121,989
Issuance of common stock, net of issuance costs		4,740			508,283			1,488,906
Net cash provided by financing activities		85,620			508,283			1,678,907
Net (decrease) increase in cash during the period		(20,536	)		225,163			22,127
Effect of foreign currency translation adjustment		—			—			(6,214	)
Cash, beginning of the period		36,449			11,191			—
Cash, end of period		15,913			236,354			15,913

See accompanying notes

F-5

RIMROCK GOLD CORP AND SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (JUNE 5, 2003) TO MAY 31, 2014

(Expressed in United States Dollars)

1.        ORGANIZATION AND NATURE OF OPERATIONS

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

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

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

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

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

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

2.        BASIS OF PRESENTATION

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

The accompanying unaudited condensed 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 (See Note 4 below).  The Company has devoted substantially all of its efforts to business planning and development by means of raising capital for operations. The Company has also not realized any significant revenues. Among the disclosures required by ASC 915 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations and comprehensive loss and cash flows disclose activity since the date of the Company's inception.

F-6

RIMROCK GOLD CORP AND SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (JUNE 5, 2003) TO MAY 31, 2014

(Expressed in United States Dollars)

3.        GOING CONCERN

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

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

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

4.        RECENT ACCOUNTING PRONOUNCEMENTS

Effective June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915). Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.  The objective of the amendments is to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities. As a result, the amendments in this Update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities.

The amendments also eliminate an exception previously provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity at risk.  The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to:

1)    present inception-to-date information in the statements of income, cash flows, and shareholder equity;

2)    label the financial statements as those of a development stage entity;

3)   disclose a description of the development stage activities in which the entity is engaged; and

4)   disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations.  The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein.  The Company will adopt the new reporting requirements of ASU No. 2010-10 in its financial reporting for its interim and annual periods in the fiscal year ending August 31, 2015.

F-7

RIMROCK GOLD CORP AND SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (JUNE 5, 2003) TO MAY 31, 2014

(Expressed in United States Dollars)

5.        MINERAL PROPERTY CLAIMS

As of May 31, 2014, the Company had a Lithium Property in the James Bay region of Quebec and Gold Properties in Nevada.  These mineral properties are acquired through purchase or lease agreements and are subject to varying royalty interests and lease payments.  During the nine months ended May 31, 2014, maintenance payments of approximately $7,584 (nine months ended February 28, 2013 – Nil) were required to maintain these mineral properties.

Mineral property claims acquisition costs consist of the following:

	May 31, 2014		August 31, 2013 (Restated)
Lithium Properties (a)		-		-
Rimrock Property, West Silver Cloud and Pony Spur (b)		74,970		74,970
Silver Cloud Property (c)		305,000		305,000
Ivanhoe Creek Property (d)		15,000		-
		394,970		379,970

a.       Lithium Properties

The Company was exploring lithium deposits in the Abigail Lithium Property located in the James Bay region of Quebec, Canada.  As of May 31, 2014, the elected to not renew the 95 map-designated cells totaling approximately 5,000 hectares. In addition, the Company’s 12 map-designated cells just north of the Abigail property named Lac Kame and 25 map-designated cells named EM-1 have expired and have not been renewed. On August 31, 2013, management decided to fully write down the capitalized cost of Abigail property, based on the management’s decision to not further renew the claims upon their expiration between November 2013 to November 2014.

b.       Rimrock Property, West Silver Cloud and Pony Spur

On February 11, 2013, the Company acquired interests in three prospective gold exploration properties known as the Rimrock Property, West Silver Cloud and Pony Spur, located in northeast Nevada.  The Acquired Properties (defined below) 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 February 28, 2014, the capitalized costs totaled $74,970.

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

F-8

RIMROCK GOLD CORP AND SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (JUNE 5, 2003) TO MAY 31, 2014

(Expressed in United States Dollars)

5.        MINERAL PROPERTY CLAIMS (Continued)

c.        Silver Cloud Property

On May 3, 2013, the Company entered into a purchase agreement (the “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 May 31, 2014, the capitalized costs totaled $305,000 (2012 – Nil), including lease payment of $50,000 to Pescio family.

d.        Ivanhoe Creek Property

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

6.        RELATED PARTY TRANSACTIONS

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

On March 1, 2013, the Company signed a one year consulting agreement with Uptick Capital LLC (“Uptick”), and agreed to pay Uptick 3,500,000 units of common stock for market expansion and business consulting. 1,500,000 shares were issued in the nine months ended May 31, 2014.  Ari Blaine and Simeon Wohlberg control Uptick Capital and are directors of Zahav Resources Inc.

F-9

RIMROCK GOLD CORP AND SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (JUNE 5, 2003) TO MAY 31, 2014

(Expressed in United States Dollars)

6.        RELATED PARTY TRANSACTIONS (continued)

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

Consulting fees paid to Mr. Starkman for the nine months ended May 31, 2014 were $2,622 (nine months ended May 31, 2013 – $15,208).

7.        CONVERTIBLE NOTE AT FAIR VALUE

As of May 31, 2014, the estimated fair value of our convertible promissory notes is as follows:

Convertible Notes	May 31, 2014 (unaudited)
$  100,000 face value convertible note due October 14, 2014	$	(151,195	)

$100,000 Convertible Note

On April 14, 2014, the Company issued a $100,000 12% convertible note with a term to October 14, 2014 (the “Maturity Date”). The principal amount of the note and interest is payable on the maturity date. The note is convertible into common stock beginning 120 days after the issuance date, at the holder’s option, at a fixed conversion price of $0.075 per share. The conversion price provides for down-round protection in the event any subsequent equity sales are issued at a lower conversion price.  The Company has the option to prepay all or any portion of the purchase price; however, the prepayment amount must be 110% of the principal amount to be prepaid together with all accrued but unpaid interest. The terms of the convertible note provide for certain redemption features which include features indexed to equity risks. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 20% per annum and the note becomes immediately due and payable.

In connection with the issuance of the convertible note, the Company also issued detachable warrants indexed to 100,000 shares of the Company’s common stock. The exercise price of the warrants is $0.10 per share. The term to expiration for the warrants is five years. The exercise price provides for down-round protection in the event any subsequent equity sales are issued at a lower conversion price.

The Company has evaluated the terms and conditions of the convertible note and warrants under the guidance of ASC 815. The conversion feature did not meet the definition of “indexed to a company’s own stock” provided for in ASC 815 due to the down round protection feature. Therefore, the conversion feature requires bifurcation and liability classification. Additionally, the default put requires bifurcation because it is indexed to risks that are not associated with credit or interest risk. As a result, the compound embedded derivative comprises of (i) the embedded conversion feature and (i) the default put. Rather than bifurcating and recording the compound embedded derivative as a derivative liability, the Company elected to initially and subsequently measure the convertible note in its entirety at fair value, with changes in fair value recognized in earnings in accordance with ASC 815-15-25-4. Additionally, the warrants did not meet the definition of “indexed to a company’s own stock” provided for in ASC 815 due to the down round protection feature. As a result, the warrants require liability classification.

F-10

RIMROCK GOLD CORP AND SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (JUNE 5, 2003) TO MAY 31, 2014

(Expressed in United States Dollars)

7.        CONVERTIBLE NOTE AT FAIR VALUE (continued)

The following table reflects the allocation of the purchase on the financing date:

Convertible Notes	(unaudited) $100,000 Face Value
Proceeds	$	(100,000	)
Convertible promissory notes		112,864
Derivative warrants		5,347
Financing fees		(12,500	)
Day-one derivative loss		(5,711	)

8.        DERIVATIVE LIABILITIES

The carrying value of the convertible notes is on the balance sheet, with changes in the carrying value being recorded in earnings. The components of the convertible notes as of May 31, 2014 are as follows:

	May 31, 2014 (unaudited)
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values
$  100,000 face value convertible note due October 14, 2014		1,333,333	$	(151,195	)

The following table summarizes the components of our derivative liabilities as of May 31, 2014:

	May 31, 2014 (unaudited)
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values
Derivative Warrants		100,000	$	(7,718	)

F-11

RIMROCK GOLD CORP AND SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (JUNE 5, 2003) TO MAY 31, 2014

(Expressed in United States Dollars)

8.        DERIVATIVE LIABILITIES (continued)

The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the three and nine months ended May 31, 2014:

The financings giving rise to derivative financial instruments and the income effects:	Three and Nine Months Ended May 31, 2014 (unaudited)
$  100,000 face value convertible note due October 14, 2014	$	(38,331	)
Derivative Warrants		(2,371	)
Financing fees		(12,500	)
Day-one derivative loss:
$  100,000 face value convertible note due October 14, 2014		(5,711	)
Total gain (loss)	$	(58,913	)

Fair Value Considerations (Convertible note and derivative liabilities)

GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. As presented in the tables below, this hierarchy consists of three broad levels:

Level 1 valuations: Quoted prices in active markets for identical assets and liabilities.

Level 2 valuations: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs or significant value drivers are observable.

Level 3 valuations: Significant inputs to valuation model are unobservable.

The Company follows the provisions of ASC 820 with respect to its financial instruments. As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. The Company’s convertible promissory notes which are required to be measured at fair value on a recurring basis under of ASC 815 as of May 31, 2014 are all measured at fair value using Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

F-12

RIMROCK GOLD CORP AND SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (JUNE 5, 2003) TO MAY 31, 2014

(Expressed in United States Dollars)

8.        DERIVATIVE LIABILITIES (continued)

Fair Value Considerations (Convertible note and derivative liabilities) – continued

	May 31, 2014 (unaudited)
	Fair Value Measurements Using:
	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Assets (Liabilities) at Fair Value
Convertible Notes	$	-	$	-	$	151,195	$	151,195
Derivative Warrants						7,718		7,718
Totals	$	-	$	-	$	158,913	$	158,913

The Company applied the Binomial Lattice valuation technique in estimating the fair value of the warrants because we believe that this technique is most appropriate and reflects all of the assumptions that market participants would likely consider in transactions involving the warrants, including the potential incremental value associated with the down-round anti-dilution protections.

The Binomial Lattice technique is a level three valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators. Significant assumptions and utilized in the Binomial Lattice process are as follows for the warrants linked to 100,000 shares of common stock as of May 31, 2014:

	April 14, 2014 (unaudited)	May 31, 2014 (unaudited)
Underlying price	$0.08	$0.11
Strike price	$0.10	$0.10
Contractual term to expiration	5 Years	4.87 Years
Volatilities	105%	105%
Risk-free rates	1.60%	1.54%

F-13

RIMROCK GOLD CORP AND SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (JUNE 5, 2003) TO MAY 31, 2014

(Expressed in United States Dollars)

8.        DERIVATIVE LIABILITIES (continued)

Fair Value Considerations (Convertible note and derivative liabilities) – continued

The following tables set forth a reconciliation of changes in the fair value of financial liabilities classified as Level 3 in the fair valued hierarchy:

	Convertible Promissory Notes recorded at Fair Value
	May 31, 2014 (unaudited)
Beginning Balance	$	-
Total gains or losses (realized or unrealized):
Included in earnings		(38,331	)
Convertible note issuances		(112,864	)
Ending Balance	$	(151,195	)

	Derivative Warrants recorded at Fair Value
	May 31, 2014 (unaudited)
Beginning Balance	$	-
Total gains or losses (realized or unrealized):
Included in earnings		(2,371	)
Warrant issuances		(5,347	)
Ending Balance	$	(7,718	)

9.       COMMON STOCK

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

During October 2013, the Company closed a purchase agreement to acquire the Ivanhoe Creek Property. On December 20, 2013, the Company issued 150,000 shares of its common stock at $0.10 per share to RMIC Gold as the consideration for the purchase. 

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

F-14

RIMROCK GOLD CORP AND SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (JUNE 5, 2003) TO MAY 31, 2014

(Expressed in United States Dollars)

9.        COMMON STOCK (continued)

In December 2013, the Company issued 750,000 shares of common stock for consulting services valued at $0.10 per share.

In March 2014, the Company issued 1,050,000 shares of common stock for consulting services valued at $0.08 per share.

In April 2014, the Company issued 250,000 shares of common stock for consulting services valued at $0.08 per share.

10.        CONTINGENCIES AND COMMITMENTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

F-15

RIMROCK GOLD CORP AND SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (JUNE 5, 2003) TO MAY 31, 2014

(Expressed in United States Dollars)

11.       SUBSEQUENT EVENT

The Company’s management has evaluated the subsequent events up to the date of the filing of this report and conclude that there is no subsequent event to report.

12.       RESTATEMENT OF PRIOR YEAR’S COMPARATIVE FINANCIAL STATEMENTS

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

F-16

RIMROCK GOLD CORP AND SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (JUNE 5, 2003) TO MAY 31, 2014

(Expressed in United States Dollars)

12.       RESTATEMENT OF PRIOR YEAR’S COMPARATIVE FINANCIAL STATEMENTS (continued)

a. Reconciliation of 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
Common stock, $0.001 par value; Authorized 200,000,000; Issued and outstanding 34,614,627    (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-17

RIMROCK GOLD CORP AND SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (JUNE 5, 2003) TO MAY 31, 2014

(Expressed in United States Dollars)

12.       RESTATEMENT OF PRIOR YEAR’S COMPARATIVE FINANCIAL STATEMENTS (continued)

b. Reconciliation of Consolidated statements of operations and comprehensive loss

	For the nine months  Ended May 31, 2013 (Previously stated)			For the nine months  Ended May 31, 2013 (Adjustment)			For the nine months  Ended May 31, 2013 (Restated)
EXPENSES
Professional fees (7)	$	356,721		$	352,117		$	708,838
Exploration (recovery)		2,050			-			2,050
Advertising and promotion		6,855			-			6,855
Telecommunications		4,765			-			4,765
Rent and occupancy costs		14,513			-			14,513
Office and general		10,650			-			10,650
Interest and bank charges (5)		8,389			74,872			83,261
Foreign currency exchange loss (6)		-			245			245
Depreciation		154			-			154
TOTAL OPERATING EXPENSES		404,097			427,234			831,331
LOSS FROM OPERATIONS BEFORE TAX		(404,097	)		(427,234	)		(831,331	)
Income tax					-			-
NET LOSS	$	(404,097	)	$	(427,234	)	$	(831,331	)
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment (6)		(280	)		280			-
TOTAL COMPREHENSIVE LOSS		(404,377	)		(426,954	)		(831,331	)

F-18

RIMROCK GOLD CORP AND SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (JUNE 5, 2003) TO MAY 31, 2014

(Expressed in United States Dollars)

12.       RESTATEMENT OF PRIOR YEAR’S COMPARATIVE FINANCIAL STATEMENTS (continued)

c. Consolidated statement of cash flows

	For the nine months  Ended May 31, 2013 (Previously stated)			For the nine months  Ended May 31, 2013 (Adjustment)			For the nine months  Ended May 31, 2013 (Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(404,097	)	$	(427,234	)	$	(831,331	)
Less: Loss from discontinued operations, net of tax expense		-			-			-
Loss from continuing operations		(404,097	)		(427,234	)		(831,331	)
Items not affecting cash
Depreciation		154			-			154
Accretion expense on convertible notes payable (5)		13,670			74,872			88,542
Accrued interest on convertible notes payable		3,274			-			3,274
Foreign currency exchange loss		-			-
Impairment of mineral property claims		-			-
Impairment of convertible note receivable		-			-			-
Issuance of common stock for services (7)		187,500			269,966			457,466
Issuance of common stock for rental		-			-			-
Write off of deferred offering costs		-			-			-
Change in prepaid and sundry		3,383			-			3,383
Change in accounts payable and accrued liabilities		(4,608	)		-			(4,608)
Net cash used in operating activities from continuing operations		(200,724	)		(52,362	)		(283,120	)
Net cash used in operating activities from discontinued operations		-			-			-
CASH FLOWS USED IN OPERATING ACTIVITIES		(200,724	)		(52,362	)		(283,120	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral property claims (7)		(82,117	)		82,117			-
Disposition of equipment		-			-			-
Acquisition of equipment		-			-			-
CASH FLOWS USED IN INVESTING ACTIVITIES		(82,117	)		82,117			-
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock, net of issuance costs		508,284						508,283
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		508,284						508,283
EFFECT OF EXCHANGE RATE CHANGES ON CASH (6)		(280	)		280			-
NET INCREASE (DECREASE) IN CASH		225,163			-			225,163
CASH, BEGINNING OF PERIOD		11,191			-			11,191
CASH, END OF PERIOD	$	236,354		$				236,354

F-19

RIMROCK GOLD CORP AND SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (JUNE 5, 2003) TO MAY 31, 2014

(Expressed in United States Dollars)

12.       RESTATEMENT OF PRIOR YEAR’S COMPARATIVE FINANCIAL STATEMENTS (continued)

(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 year ended August 31, 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)	To adjust translation difference from accumulated other comprehensive income to loss from operations.
(7)	Adjustment arises from the incorrect capitalization of acquisition costs.

F-20

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

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

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

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

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

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

Plan of Operation: Quebec

Abigail Lithium Property, Quebec

The Company's Quebec exploration target in 2014 was 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.

1

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 Abigail Property. The program commence date was delayed due to poor weather conditions in the region. The program was carried out with a team of six people including two geologists and four technicians under a service agreement with Nemaska. The work program covered geological reconnaissance of approximately 2,500 hectares, mostly in the central and north part of the property. In addition, the Company focused its efforts on the same geological corridor east of the Whabouchi lithium deposit consisting of twelve kilometers on the same geological trend. The purpose of the exploration program was mainly to locate mineralized pegmatites, but also any other kind of economic mineralization. The Company has completed its geological and prospecting program on approximately 15% of the Property for approximately $175,000, following the budgeted schedule listed below.

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

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

2

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

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 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.

In October 2013, the Company elected to drop 83 Abigail claims and currently holds 95 Abigail claims. In May and June 2014 the Company elected to drop the remaining 95 Abigail claims.

3

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 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 planned 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 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. 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 Acquired Properties is subject to net smelter return royalties of 3% to the previous claim owners. The Acquired Properties are comprised of almost 2,000 acres of land and are located on or in close proximity to the Carlin Trend and Midas Trend in Elko, Nevada.

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

The Company’s plan in the coming months includes additional exploration research and operations on the Rimrock, West Silver Cloud, and Pony Spur gold-silver properties. A detailed program of geologic mapping and local geochemical sampling and analysis has been conducted on the Rimrock property, and a new geophysical exploration program of Controlled Source Audio Magnetotellurics has been designed and will commence in the coming months. These programs are designed to help the Company to refine its drilling targets at the Rimrock property. The Company will also begin on a revised 43-101 compliant technical report for the Rimrock property after the geophysics program has been completed. Core drilling of gold-silver Midas and Carlin-style drill targets is contemplated to begin in late 2014. 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 2014. No drilling is expected for the West Silver Cloud and Pony Spur properties in 2014.

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.

4

The CSAMT 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. 

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.

5

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

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

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

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

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

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 Klondex Mines Ltd.'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 were reported to grade  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%.

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.

6

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.

7

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 Klondex's Midas 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.

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.

8

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

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

9

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

Silver Cloud

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

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

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

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

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

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

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

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

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.

10

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

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

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

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

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

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

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

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

11

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

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

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

During October 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 issued 150,000 shares of the Company’s common shares to RMIC Gold, and 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 Klondex Mines Ltd.'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. Klondex Mines Ltd.'s is continuing to mine where ex-owner announced plans for further expansion of the eastern, more silver rich part of the Midas Mine.

12

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

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

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

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.

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The property comprises 7 lode mining claims of approximately 140 acres, which have been filed with the BLM. The Pony Spur property area sits along a WNW trending, Rain Fault-parallel fault system of undetermined width that intersects the Pony Creek gold deposit area just east of our property boundary. Two types of strong surface gold mineralization and alteration are present at the Pony Spur gold property. A low-sulfidation silica-rich, breccia pipe with gold mineralization crops out at the surface of Pony Spur, similar to mineralization present in Allied Nevada's 1.5M oz. Pony Creek gold deposit, and the drill hole by Sage Gold intersected gold mineralization in this pipe. Carlin style, thallium-gold rich geochemical rock anomalies also are present at the surface at Pony Spur, possibly indicative of Rain-Meikle type fault-controlled Carlin-style sediment-hosted gold mineralization at depth.

Spin-Out PBTD Segment

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

Consulting Agreement

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

Restatement of Financials

The Company has determined that the Company’s financial statements for the fiscal year ended August 31, 2013, and the quarter ended February 28, 2013 can no longer be relied upon as being in compliance with generally accepted accounting principles.  The Company has amended its annual SEC filing for the fiscal year ended August 31, 2013.

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 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.

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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
Common stock, $0.001 par value; Authorized 200,000,000; Issued and outstanding 34,614,627 (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

Results of Operations for the nine months ended May 31, 2014 compared to the nine months ended May 31, 2013

Continuing Operations

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

For the period from inception through May 31, 2014, our operating expenses and loss from continuing operations were $3,556,012.

Operating expenses from continuing operations for the nine months ended May 31, 2014 were $654,823 compared to $831,331 for the nine months ended May 31, 2013. The decrease of $176,508 in operating expenses was primarily attributed to decrease in professional fees by $145,923 in connection with legal, accounting, consulting, and auditing services related to quarterly and audit filings.  More specifically, advisory and legal services relating to the Company’s current operation and corporate acquisitions were responsible for the decrease in professional fees.  In addition, the Company had incurred accretion expense of $88,542 on the convertible debenture in the nine months ended May 31, 2013. This expense is no longer present in the nine months ended May 31, 2014 since the convertible debenture was converted into common shares in January 2013.

Net loss from continuing operations for the nine months ended May 31, 2014 was $654,823 as compared to $831,331 net loss for the nine months ended May 31, 2013. The reason for the decrease in operating losses is the same as explained in operating expenses.  

During the nine months ended May 31, 2014 and May 31, 2013, we had no provision for income taxes due to the net operating losses incurred.

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Liquidity and Capital Resources

As of May 31, 2014 we had a cash balance of $15,913 and a working capital deficit of $255,874.

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

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

In addition to the $502,000 raised, the Company is actively seeking financing in the amount of $1,000,000 to map out drill targets on the Rimrock property and to drill those targets this year. The Company is also 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 officer and director, Jordan Starkman. However, completion of our plan of operations is subject to attaining adequate revenue and adequate financing. We cannot assure investors that adequate revenues will be generated from our mining properties. In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Even without adequate revenues within the next twelve months, we still anticipate being able to continue with our present activities, but we may require financing to achieve our growth and exploration goals.

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

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

On April 14, 2014, the Company entered into a Securities Purchase Agreement with Redwood Fund LP, a Delaware limited partnership (the “Purchaser”) for an aggregate principal amount of $100,000. Pursuant to the Securities Purchase Agreement, the Company issued the following to the Purchaser: (i) a Convertible Promissory Note; and (ii) a five-year warrant to purchase an aggregate of 100,000 shares of the Company’s common stock, par value $0.001 per share, for an exercise price of $0.10 per share. The Purchaser shall also have the right to purchase from the Company, at the Purchaser’s discretion, within 30 days of the original purchase: (i) a second Convertible Promissory Note, in the original principal amount of $150,000; and (ii) a second warrant to purchase up to 150,000 shares of the Company’s Common Stock.

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Off-Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for Smaller Reporting Companies.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were not effective as of May 31, 2014 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.

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

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

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

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

Changes in internal controls

No change in our system of internal control over financial reporting occurred during the third quarter May 31, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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.

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

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

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

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

Changes in internal controls

No change in our system of internal control over financial reporting occurred during the nine months ended May 31, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

Item 1A. Risk Factor

Not required for Smaller Reporting Company.

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

In December 2013, the Company issued 750,000 shares of common stock for consulting services rendered at $0.10 per share.

In March 2014, the Company issued 1,050,000 shares of common stock for consulting services valued at $0.08 per share.

In April 2014, the Company issued 250,000 shares of common stock for consulting services valued at $0.08 per share.

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

Item 3. Defaults Upon Senior Securities.

None  

Item 4. Mine Safety Disclosures

Mine Safety and Health Administration Regulations

During the nine months ended May 31, 2014 and the fiscal year ended August 31, 2013, the Company had no such specified health and safety violations, orders or citations, related assessments or legal actions, mining-related fatalities, or similar events in relation to our United States operations requiring disclosure pursuant to Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K.

Item 5. Other Information.

None

Item 6. Exhibits

31.1	Certification of Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+	Certification of Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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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: July 21, 2014

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