UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2013
Commission File Number: 001-31799
ROUGE RESOURCES LTD.
(formerly Gemstar Resources Ltd.)
(Translation of
Registrants Name into English)
#203-409 Granville St, Vancouver, British Columbia,
Canada, V6C 1T2
(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will
file annual reports under cover Form 20-F or
Form 40-F]
Form 20-F
[X] Form 40-F [ ]
[Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation
S-T Rule 101(b)(1)]
Yes
[ ] No [X]
[Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation
S-T Rule 101(b)(7)]
Yes
[ ] No [X]
[Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also
thereby furnishing the
information to the Commission pursuant to Rule 12-g-3-3(b) under the Securities
Exchange Act of 1934]
Yes [ ] No [X]
If Yes is marked, indicate below the file number assigned to
the registrant in connection with Rule
12g3-2(b): 82-_______________
SUBMITTED HEREWITH
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Rouge Resources Ltd. | ||
Dated: December 10, 2013 | By: | /s/ Linda Smith |
Linda Smith | ||
Title: | Chief Executive Officer |
ROUGE RESOURCES LTD.
(An Exploration Stage Company)
UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
NINE MONTHS ENDED OCTOBER 31, 2013
(Expressed in Canadian Dollars)
|
NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS
Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the condensed interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed interim financial statements of the Company have been prepared by management and approved by the Audit Committee and Board of Directors of the Company. They include appropriate accounting principles, judgement and estimates in accordance with IFRS for interim financial statements.
The Companys independent auditors have not performed a review of these condensed interim financial statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for a review of condensed interim financial statements by an entitys auditors.
Rouge Resources Ltd. |
Condensed Interim Statements of Financial Position |
(Expressed in Canadian dollars unaudited) |
Notes | October 31, | January 31, | ||||||||||
2013 | 2012 | 2013 | ||||||||||
(audited) | ||||||||||||
ASSETS | ||||||||||||
Current assets | ||||||||||||
Cash | $ | 146,990 | $ | 426,676 | $ | 301,845 | ||||||
Value-added tax receivable | 603 | 10,440 | 4,122 | |||||||||
Prepaid expenses | - | 2,684 | 1,625 | |||||||||
147,593 | 439,800 | 307,592 | ||||||||||
Non-current assets | ||||||||||||
Credit card security deposit | 6,900 | 6,900 | 6,900 | |||||||||
Equipment net | 4 | 1,229 | 2,005 | 1,811 | ||||||||
Acquisition, exploration and evaluation assets | 5 | 291,008 | 268,574 | 268,574 | ||||||||
299,137 | 277,479 | 277,285 | ||||||||||
TOTAL ASSETS | $ | 446,730 | $ | 717,279 | $ | 584,877 | ||||||
LIABILITIES | ||||||||||||
Current liabilities | ||||||||||||
Trade payables and accrued liabilities | 6 | $ | 9,221 | $ | 3,248 | $ | 38,883 | |||||
Loan payable | 7 | 39,676 | 39,676 | 39,676 | ||||||||
Related party payables | 8 | 49,978 | 98,961 | 11,466 | ||||||||
TOTAL LIABILIITES | 98,875 | 141,885 | 90,025 | |||||||||
SHAREHOLDERS EQUITY | ||||||||||||
Share capital net | 9 | 3,953,590 | 3,960,878 | 3,953,590 | ||||||||
Convertible debt reserve | 10 | 53,357 | 53,357 | 53,357 | ||||||||
Deficit | (3,659,092 | ) | (3,438,841 | ) | (3,512,095 | ) | ||||||
TOTAL SHAREHOLDERS EQUITY | 347,855 | 575,394 | 494,852 | |||||||||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY | $ | 446,730 | $ | 717,279 | $ | 584,877 | ||||||
Going concern | 1 |
Approved on behalf of the Board of Directors:
Linda Smith | Ronald McGregor | |
Director | Director |
The accompanying notes are an integral part of these financial statements | 2 |
Rouge Resources Ltd. |
Condensed Interim Statements of Comprehensive Loss |
(Expressed in Canadian dollars unaudited) |
Year ended | ||||||||||||||||||
Notes | Three months ended October 31, | Nine months ended October 31, | January 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | ||||||||||||||
(audited) | ||||||||||||||||||
Expenses | ||||||||||||||||||
Amortization | $ | 194 | $ | 194 | $ | 582 | $ | 582 | $ | 776 | ||||||||
Consulting fees | 8 | 2,800 | - | 5,800 | - | 5,670 | ||||||||||||
Listing application expenses | - | (5,167 | ) | 403 | 60,506 | 62,601 | ||||||||||||
Management fees | 8 | 15,000 | 15,000 | 45,000 | 45,000 | 60,000 | ||||||||||||
Office admin and travel | 8 | 16,440 | 8,510 | 57,885 | 28,318 | 44,506 | ||||||||||||
Professional fees | 8 | 3,687 | 14,759 | 16,213 | 19,800 | 47,705 | ||||||||||||
Transfer agent and filing fees | 3,861 | 2,288 | 21,114 | 11,798 | 18,000 | |||||||||||||
Net and comprehensive loss | $ | (41,982 | ) | $ | (35,584 | ) | $ | (146,997 | ) | $ | (166,004 | ) | $ | (239,258 | ) | |||
Loss per share | ||||||||||||||||||
basic and diluted | 9 | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | ||
Weighted average number of shares outstanding | ||||||||||||||||||
basic and diluted | 44,633,177 | 43,395,084 | 44,633,177 | 41,515,361 | 42,299,073 |
The accompanying notes are an integral part of these financial statements | 3 |
Rouge Resources Ltd. |
Condensed Interim Statement of Changes in Equity |
(Expressed in Canadian dollars unaudited) |
Share | Convertible | |||||||||||||||||
Common Shares | Subscriptions | Debt | ||||||||||||||||
Number | Amount | Received | Reserve | Deficit | Total | |||||||||||||
Balance at January 31, 2012 (audited) | $ | 3,110,796 | $ | - | $ | 53,357 | $ | (3,272,837 | ) | $ | (108,684 | ) | ||||||
40,565,171 | ||||||||||||||||||
Net and comprehensive loss for nine months ended October 31, 2012 | (166,004 | ) | (166,004 | ) | ||||||||||||||
Share subscriptions received in advance | 108,000 | 108,000 | ||||||||||||||||
Proceeds from common shares issued | 4,068,000 | 1,017,000 | (108,000 | ) | 909,000 | |||||||||||||
Share issue costs | (166,918 | ) | (166,918 | ) | ||||||||||||||
Balance at October 31, 2012 | 40,565,171 | 3,960,878 | - | 53,357 | (3,438,841 | ) | (575,394 | ) | ||||||||||
Net and comprehensive loss for three months ended January 31, 2013 | (73,254 | ) | (73,254 | ) | ||||||||||||||
Share issue costs | (7,288 | ) | (7,288 | ) | ||||||||||||||
Balance at January 31, 2013 (audited) | 44,633,171 | 3,953,590 | - | 53,357 | (3,512,095 | ) | 494,852 | |||||||||||
Net and comprehensive loss for nine months ended October 31, 2013 | (146,997 | ) | (146,997 | ) | ||||||||||||||
Balance at October 31, 2013 | 44,633,171 | $ | 3,953,590 | $ | - | $ | 53,357 | $ | (3,659,092 | ) | $ | 347,855 |
The accompanying notes are an integral part of these financial statements | 4 |
Rouge Resources Ltd. |
Condensed Interim Statements of Cash Flows |
(Expressed in Canadian dollars unaudited) |
Year ended | |||||||||||||||
Three months ended October 31, | Nine months ended October 31, | January 31, | |||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | |||||||||||
(audited) | |||||||||||||||
Operating activities | |||||||||||||||
Net and comprehensive loss | $ | (41,982 | ) | $ | (35,584 | ) | $ | (146,997 | ) | $ | (166,004 | ) | $ | (239,258 | ) |
Adjustments for non-cash item: | |||||||||||||||
Amortization | 194 | 194 | 582 | 582 | 776 | ||||||||||
Changes in non-cash working capital items: | |||||||||||||||
Value-added tax receivable | 1,127 | (6,187 | ) | 3,519 | (7,489 | ) | (1,171 | ) | |||||||
Prepaid expenses | - | (2,684 | ) | 1,625 | (2,684 | ) | (1,625 | ) | |||||||
Trade payables and accrued liabilities | (1,684 | ) | (120,284 | ) | (29,662 | ) | (54,782 | ) | (19,147 | ) | |||||
Net cash flows used in operating activities | (42,345 | ) | (164,545 | ) | (170,933 | ) | (230,377 | ) | (260,425 | ) | |||||
Investing activities | |||||||||||||||
Expenditures on acquisition, exploration and evaluation assets | - | (39,328 | ) | (22,434 | ) | (55,695 | ) | (55,695 | ) | ||||||
Net cash flows used in investing activities | - | (39,328 | ) | (22,434 | ) | (55,695 | ) | (55,695 | ) | ||||||
Financing activities | |||||||||||||||
Change in related party payables | 11,018 | (219,533 | ) | 38,512 | (155,157 | ) | (242,652 | ) | |||||||
Proceeds from common shares issued | - | 894,773 | - | 1,017,000 | 1,017,000 | ||||||||||
Share issue costs | - | (152,691 | ) | - | (166,918 | ) | (174,206 | ) | |||||||
Net cash flows from financing activities | 11,018 | 522,549 | 38,512 | 694,925 | 600,142 | ||||||||||
Increase (decrease) in cash | (31,327 | ) | 318,676 | (154,855 | ) | 408,853 | 284,022 | ||||||||
Cash, beginning | 178,317 | 108,000 | 301,845 | 17,823 | 17,823 | ||||||||||
Cash, end | $ | 146,990 | $ | 426,676 | $ | 146,990 | $ | 426,676 | $ | 301,845 |
The accompanying notes are an integral part of these financial statements | 5 |
Rouge Resources Ltd. |
Notes to the Condensed Interim Financial Statements |
(Expressed in Canadian dollars - unaudited) |
For the nine months ended October 31, 2013 and 2012 |
1. Nature and continuance of operations
Rouge Resources Ltd (the Company) was incorporated on March 31, 1988 under the laws of the province of British Columbia, Canada, and its principal activity is the acquisition and exploration of mineral properties. The Companys shares are traded on the TSX Venture Exchange (TSX-V) and quoted on the OTC:BB in the United States. The Companys registered and records office is located at Suite 203 - 409 Granville St., Vancouver, British Columbia, V6C 1T2.
These condensed interim financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of business. As at October 31, 2013, the Company had not advanced any of its properties to commercial production and is not able to finance day-to-day activities through operations. The Companys continuation as a going concern is dependent upon the successful results from its mineral property exploration activities; its ability to attain profitable operations and generate funds therefrom; and its ability to raise equity capital or borrowings sufficient to meet current and future obligations. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and companies controlled by directors, and/or private placement of common shares. Should the Company be unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its Statements of Financial Position.
2. Significant accounting policies and basis of preparation
These financial statements were authorized for issue on December 10, 2013 by the directors of the Company.
Statement of compliance and conversion to International Financial Reporting Standards
These condensed interim financial statements comply with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and with interpretations of the International Financial Reporting Interpretations Committee (IFRIC). Therefore, these financial statements also comply with International Accounting Standard (IAS) 34, Interim Financial Reporting.
This interim financial report does not include all of the information required of a full annual financial report and is intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and performance of the Company since the end of the last annual reporting period. It is therefore recommended that this financial report be read in conjunction with the audited annual financial statements of the Company for the year ended January 31, 2013. However, this interim financial report provides selected significant disclosures that are required in the annual financial statements under IFRS.
Basis of preparation
These condensed interim
financial statements have been prepared on an accrual basis; are based on
historical costs, modified where applicable; and are presented in Canadian
dollars unless otherwise noted.
Significant estimates and assumptions
The
preparation of financial statements in accordance with IFRS requires the Company
to make estimates and assumptions concerning the future. The Companys
management reviews these estimates and underlying assumptions on an ongoing
basis, based on experience and other factors, including expectations of future
events that are believed to be reasonable under the circumstances. Revisions to
estimates are adjusted for prospectively in the period in which the estimates
are revised.
Estimates and assumptions where there is significant risk of material adjustments to assets and liabilities in future accounting periods include: the useful lives of equipment, the recoverability of the carrying value of exploration and evaluation assets, fair value measurements for financial instruments, recoverability and measurement of deferred tax assets, and provisions for restoration and environmental obligations and contingent liabilities.
The accompanying notes are an integral part of these financial statements | 6 |
Rouge Resources Ltd. |
Notes to the Condensed Interim Financial Statements |
(Expressed in Canadian dollars - unaudited) |
For the nine months ended October 31, 2013 and 2012 |
Significant judgments
The preparation of
financial statements in accordance with IFRS requires the Company to make
judgments, apart from those involving estimates and assumptions, in applying
accounting policies. The most significant judgments in preparing the Companys
financial statements include:
Foreign currency translation, transactions and
balances
The functional currency of a Company is measured using the
currency of the primary economic environment in which it operates. These
financial statements are presented in Canadian dollars which is the Companys
functional and presentation currency.
Foreign currency transactions, where applicable, are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the period-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items or on settlement of monetary items are recognized in the Statement of Comprehensive Loss in the period in which they arise, except where deferred in equity as a qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of non-monetary items are recognized in other comprehensive income to the extent that gains and losses arising on those non-monetary items are also recognized in other comprehensive income. Where the non-monetary gain or loss is recognized in profit or loss, the exchange component is also recognized in profit or loss.
Acquisition, exploration and evaluation assets
Costs
incurred before the Company has obtained the legal rights to explore an area are
expensed as incurred. Exploration and evaluation expenditures include the costs
of acquiring licenses and costs associated with exploration and evaluation
activity. Option payments are considered acquisition costs provided that the
Company has the intention of exercising the underlying option.
Property option agreements are exercisable entirely at the option of the optionee. Therefore, option payments (or recoveries) are recorded when payment is made (or received) and are not accrued.
Exploration and evaluation expenditures are capitalized. The Company capitalizes costs to specific blocks of claims or areas of geological interest. Government tax credits received are recorded as a reduction to the cumulative costs incurred and capitalized on the related property.
Exploration and evaluation assets are tested for impairment if facts or circumstances indicate that impairment exists. Examples of such facts and circumstances are as follows:
The accompanying notes are an integral part of these financial statements | 7 |
Rouge Resources Ltd. |
Notes to the Condensed Interim Financial Statements |
(Expressed in Canadian dollars - unaudited) |
For the nine months ended October 31, 2013 and 2012 |
After technical feasibility and commercial viability of extracting a mineral resource are demonstrable, the Company stops capitalizing expenditures for the applicable block of claims or geological area of interest and tests the asset for impairment. The capitalized balance, net of any impairment recognized is then reclassified to either tangible or intangible mine development assets according to the nature of the asset.
Development expenditures
Costs arising from
the construction, installation or completion of infrastructure facilities are
capitalized within mine development assets until the mine achieves commercial
production at which point accumulated costs are transferred to producing mine
assets.
Share-based payments
The Company has a stock
option plan. Share-based payments to employees are measured at the fair value of
the instruments issued and amortized over the vesting periods. Share-based
payments to non-employees are measured at the fair value of goods or services
received or the fair value of the equity instruments issued, if it is determined
the fair value of the goods or services cannot be reliably measured, and are
recorded at the date the goods or services are received. Compensation expense is
recognized and the corresponding amount is recorded in the share option reserve.
The fair value of options is determined using the BlackScholes pricing model.
The number of shares and options expected to vest is reviewed and adjusted at
the end of each reporting period such that the amount recognized for services
received as consideration for the equity instruments granted shall be based on
the number of equity instruments that eventually vest. When the options are
exercised, share capital is credited for the consideration received and the
related share option reserve is decreased.
Loss per share
Basic loss per share is
calculated by dividing the loss attributable to common shareholders by the
weighted average number of common shares outstanding in the period. For all
periods presented, the loss attributable to common shareholders equals the
reported loss attributable to owners of the Company. Diluted loss per share for
stock options and share purchase warrants is calculated by the treasury stock
method. Under this method, the weighted average number of common shares
outstanding for the calculation of diluted loss per share assumes that the
proceeds to be received on the exercise of dilutive share options and share
purchase warrants are used to repurchase common shares at the average market
price during the period. Any stock options or share purchase warrants
outstanding cause the calculation of diluted loss per share to be anti-dilutive
and are therefore not included in the calculation.
Financial instruments
The Company classifies
its financial instruments in the following categories: fair value through profit
or loss (FVTPL), loans and receivables, held-to-maturity investments,
available-for-sale and financial liabilities. The classification depends on the
purpose for which the financial instruments were acquired. Management determines
the classification of its financial instruments at initial recognition.
Financial assets are classified at fair value through profit or loss when they are held-for-trading for the purpose of short-term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with unrealized changes in carrying value being included in profit or loss.
The accompanying notes are an integral part of these financial statements | 8 |
Rouge Resources Ltd. |
Notes to the Condensed Interim Financial Statements |
(Expressed in Canadian dollars - unaudited) |
For the nine months ended October 31, 2013 and 2012 |
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortized cost. They are included in current assets except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets.
Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments with Companys intention to hold these investments to maturity. They are subsequently measured at amortized cost. Held-to-maturity investments are included in non-current assets, except for those instruments that are expected to mature within 12 months after the end of the reporting period. Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale or are not suitable to be classified as financial assets at fair value through profit or loss , loans and receivables or held-to-maturity investments and are subsequently measured at fair value. These are included in current assets to the extent they are expected to be realized within 12 months after the end of the reporting period. Unrealized gains and losses are recognized in other comprehensive income, except for impairment losses and foreign exchange gains and losses on monetary financial assets which are recognized in profit or loss.
Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortized cost. Regular purchases and sales of financial assets are recognized on the trade-date, ie. the date on which the group commits to purchase the asset. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership.
At each reporting date, the Company assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a significant and prolonged decline in the value of the instrument is considered to determine whether an impairment has arisen.
Transaction costs related to financial instruments include professional, consulting, regulatory, agency commissions and other costs that are incremental to the acquisition, issuance or disposition of financial assets, liabilities or equity instruments. Transaction costs are initially charged to the related financial instrument or equity instrument, except where the financial instrument is classified as fair value through profit or loss , in which case transaction costs are expensed to the Statement of Comprehensive Loss immediately.
The Company does not have any derivative financial assets and liabilities.
Impairment of assets
The carrying amount of
the Companys non-current assets, which include equipment and exploration and
evaluation assets, is reviewed at each reporting date to determine whether there
is an indication of impairment. If such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent of the
impairment loss. An impairment loss is recognized in the Statement of
Comprehensive Loss whenever the carrying amount of the asset, or its
cash-generating unit, exceeds its recoverable amount.
The recoverable amount is the greater of an assets fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash flows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
A cash-generating unit is the smallest identifiable group of assets that generates cash inflows largely independent of the cash flows from other assets or groups of assets. Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit and then to reduce the carrying amount of the other assets in the unit on a pro-rata basis.
The accompanying notes are an integral part of these financial statements | 9 |
Rouge Resources Ltd. |
Notes to the Condensed Interim Financial Statements |
(Expressed in Canadian dollars - unaudited) |
For the nine months ended October 31, 2013 and 2012 |
An impairment loss is only reversed if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount. However, any reversal of impairment cannot increase the carrying value of the asset to an amount higher than the carrying amount that would have been determined had no impairment loss been recognized in previous years. An impairment loss with respect to goodwill is never reversed.
Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment.
Income taxes
Current income tax
Current income tax assets
and liabilities for the current period are measured at the amount expected to be
recovered from or paid to the taxation authorities. The tax rates and tax laws
used to compute the amount are those that are enacted or substantively enacted,
at the reporting date, in the countries where the Company operates and generates
taxable income.
Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred income tax
Deferred income tax is
recognized using the asset and liability method on temporary differences at the
reporting date arising between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes.
The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.
Flow-through shares
On the issuance of
flow-through shares, any premium received in excess of the closing market price
of the Companys common shares is initially recorded as a liability
(flow-through tax liability). Provided that the Company has renounced the
related expenditures, or that there is a reasonable expectation that it will do
so, the flow-through tax liability is reduced on a pro-rata basis as the
expenditures are incurred. If such expenditures are capitalized, a deferred tax
liability is recognized. To the extent that the Company has suitable
unrecognized deductible temporary differences, an offsetting recovery of
deferred income taxes would be recorded.
Restoration and environmental obligations
The
Company recognizes liabilities for statutory, contractual, constructive or legal
obligations associated with the retirement of long-term assets, when those
obligations result from the acquisition, construction, development or normal
operation of the assets. The net present value of future restoration cost
estimates arising from the decommissioning of plant and other site preparation
work is capitalized to the related asset along with a corresponding increase in
the restoration provision in the period incurred. Discount rates using a pre-tax
rate that reflects the time value of money are used to calculate the net present
value.
The Companys estimates of restoration costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to exploration and evaluation assets with corresponding entries to the related asset and the restoration provision. The Companys estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates.
The accompanying notes are an integral part of these financial statements | 10 |
Rouge Resources Ltd. |
Notes to the Condensed Interim Financial Statements |
(Expressed in Canadian dollars - unaudited) |
For the nine months ended October 31, 2013 and 2012 |
Changes in the net present value, excluding changes in the Companys estimates of restoration costs, are charged to the Statement of Comprehensive Loss for the period. The net present value of restoration costs arising from subsequent site damage that is incurred on an ongoing basis during production are charged to the Statement of Comprehensive Loss in the period incurred.
The costs of restoration projects that were included in the provision are recorded against the provision as incurred. The costs to prevent and control environmental impacts at specific properties are capitalized in accordance with the Companys accounting policy for exploration and evaluation assets.
At present, the Company has not identified any significant restoration and environmental obligations in its operations. Accordingly, no provision has been made.
Equipment
Equipment is stated at historical
cost less accumulated amortization and accumulated impairment losses.
Subsequent costs are included in the assets carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part, if applicable, is derecognized. All other repairs and maintenance are charged to the Statement of Comprehensive Loss during the financial period in which they are incurred.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in the Statement of Comprehensive Loss.
Amortization is calculated on a declining balance method to write-off the cost of the equipment to its residual value over its estimated useful life at the rate of 30% per year.
Comparative figures
Certain comparative
figures have been reclassified to conform with the current periods
presentation.
3. Accounting standards issued but not yet effective
New standard IFRS 9 Financial
Instruments
This new standard is a partial replacement of IAS 39
Financial Instruments: Recognition and Measurement. IFRS 9 uses a single
approach to determine whether a financial asset is measured at amortized cost or
fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is
based on how an entity manages its financial instruments in the context of its
business model and the contractual cash flow characteristics of the financial
assets.
The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. IFRS 9 is effective for annual periods beginning on or after January 1, 2015.
New standard IFRS 11 Joint Arrangements
This
new standard requires a venturer to classify its interest in a joint arrangement
as a joint venture or joint operation. Joint ventures will be accounted for
using the equity method of accounting whereas for a joint operation the venture
will recognize its share of the assets, liabilities, revenue and expenses of the
joint operation. Under existing IFRS, entities have the choice to
proportionately consolidate or equity account for interests in joint ventures.
IFRS 11 supersedes lAS 31, Interests in Joint Ventures, and SIC-13, Jointly
Controlled Entities-Non-monetary Contributions by Venturers.
The accompanying notes are an integral part of these financial statements | 11 |
Rouge Resources Ltd. |
Notes to the Condensed Interim Financial Statements |
(Expressed in Canadian dollars - unaudited) |
For the nine months ended October 31, 2013 and 2012 |
New standard IFRS 12 Disclosure of Interests in Other
Entities
This new standard establishes disclosure requirements for
interests in other entities, such as joint arrangements, associates, special
purpose vehicles and off balance sheet vehicles. The standard carries forward
existing disclosures and also introduces significant additional disclosure
requirements that address the nature of, and risks associated with, an entity's
interests in other entities.
Amendments to IAS 32 Financial Instruments:
Presentation
These amendments address inconsistencies when applying
the offsetting requirements, and is effective for annual periods beginning on or
after January 1, 2014.
The Company has not early adopted these standards and is currently assessing the impact that these standards will have on its financial statements.
Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Companys financial statements.
4. Equipment - net
Accumulated | Net book | ||||||||
Cost | amortization | Value | |||||||
Balance at January 31, 2012 (audited) | $ | 8,710 | $ | (6,123 | ) | $ | 2,587 | ||
Amortization expense for nine months ended October 31, 2012 | - | (582 | ) | (582 | ) | ||||
Balance at October 31, 2012 | 8,710 | (6,705 | ) | 2,005 | |||||
Amortization expense for three months ended January 31, 2013 | (194 | ) | (194 | ) | |||||
Balance at January 31, 2013 (audited) | 8,710 | (6,899 | ) | 1,811 | |||||
Amortization expense for nine months ended October 31, 2013 | (582 | ) | (582 | ) | |||||
Balance at October 31, 2013 | $ | 8,710 | $ | (7,481 | ) | $ | 1,229 |
The accompanying notes are an integral part of these financial statements | 12 |
Rouge Resources Ltd. |
Notes to the Condensed Interim Financial Statements |
(Expressed in Canadian dollars - unaudited) |
For the nine months ended October 31, 2013 and 2012 |
5. Acquisition, exploration and evaluation assets
The following table summarizes the amounts expended on acquisition, exploration and evaluation assets for the nine months ended October 31, 2013 and year ended January 31, 2013:
North-Central Ontario | Total for nine | Total for | ||||||||||
Dotted Lake | Lampson Lake | months ended | year ended | |||||||||
mining claims | mining claims | October 31, | January 31, | |||||||||
2013 | 2013 | |||||||||||
(audited) | ||||||||||||
Property acquisition costs | ||||||||||||
Balance, beginning | $ | 24,607 | $ | 37,033 | $ | 61,640 | $ | 36,294 | ||||
Additions | - | 12,500 | 12,500 | 25,346 | ||||||||
Balance, ending | 24,607 | 49,533 | 74,140 | 61,640 | ||||||||
Exploration and evaluation costs | ||||||||||||
Balance, beginning | 206,934 | - | 206,934 | 176,585 | ||||||||
Additions | ||||||||||||
Field and camp costs | - | 21,477 | ||||||||||
Geological consulting and reporting | - | 3,488 | ||||||||||
Geo-referencing | 9,934 | 9,934 | - | |||||||||
Project administration | - | 3,606 | ||||||||||
Soil sample analysis | - | 1,778 | ||||||||||
9,934 | 9,934 | 30,349 | ||||||||||
Balance, ending | 216,868 | - | 216,868 | 206,934 | ||||||||
Total balance, ending | $ | 241,475 | $ | 49,533 | $ | 291,008 | $ | 268,574 |
The original Dotted Lake Property (The Property) consisted of one mining claim acquired by the Company in 2001. This claim was allowed to lapse in 2002 then was re-staked by the Company in March 2003 at a cost of $4,206. In October 2009, the Company expanded its 100% interest in The Property from a single claim to ten claims at a cost of $11,055. During the year ended January 31, 2013, the Company expended $9,346 for staking six additional claims bringing the total acquisition costs of The Propertys mining claims to $24,607. The Company now has sixteen claims in the Dotted Lake area plus an option to purchase the two adjacent Lampson Lake claims described below.
In response to the new GPS standards for unpatented claims issued recently by the Ontario Ministry of Northern Development and Mines, the Company expended $9,934 to provide upgraded geo-referenced location information on its Dotted Lake claims during the quarter ended July 31, 2013.
On April 20, 2010, the Company entered into an option agreement regarding two claims adjacent to The Property, known as the Lampson Lake Property. The Company has an exclusive option to purchase a 100% interest in these two claims by making option payments totaling $60,000 as follows: $7,000 paid on April 20, 2010 when the agreement was signed; $12,000 paid on April 20, 2011; $16,000 paid on April 20, 2012; and a final payment of $25,000 on April 20, 2013. However on March 1, 2013, the Company agreed with the optionors to split the final payment into two equal amounts of $12,500. The first was paid on April 20, 2013 and the second is payable on April 20, 2014.
These claims are subject to a 2% net smelter royalty (NSR) in favour of the optionors on one claim and with respect to the other, a combination of a 2% NSR in favour of the optionors and a 1% NSR on any metals and/or a 1% NSR payable to Ontario Exploration Company (OEC) on any precious metals recovered from the property. The Company has the right to buy back 1% of the NSR in favour of the optionors for $1,000,000 and to buy back three-quarters of 1% of the royalty vested with OEC over 10 years on an increasing scale from $15,000 to $750,000.
The accompanying notes are an integral part of these financial statements | 13 |
Rouge Resources Ltd. |
Notes to the Condensed Interim Financial Statements |
(Expressed in Canadian dollars - unaudited) |
For the nine months ended October 31, 2013 and 2012 |
6. Trade payables and accrued liabilities
Trade payables and accrued liabilities included in the statements of financial position are as follows:
As at October 31, | As at January 31, | |||||||||
2013 | 2012 | 2013 | ||||||||
(audited) | ||||||||||
Trade payables | $ | 5,961 | $ | 2,648 | $ | 17,958 | ||||
Accrued liabilities | 3,260 | 600 | 20,925 | |||||||
$ | 9,221 | $ | 3,248 | $ | 38,883 |
7. Loan payable
In February 2012, the Company entered into an agreement to defer $39,676 of debt owed to a professional advisor to a date beyond July 31, 2013. As at October 31, 2013, this amount is a current liability, unsecured and non-interest bearing.
8. Related party payables and transactions
Related party payables included in the statements of financial position are as follows:
As at October 31, | As at January 31, | |||||||||
2013 | 2012 | 2013 | ||||||||
(audited) | ||||||||||
Payable to Company directors and companies controlled by directors | $ | 49,978 | $ | 98,961 | $ | 11,466 |
These amounts are non-interest bearing and unsecured with no fixed term of repayment.
Related party transactions with directors and companies controlled by directors included in the statements of comprehensive loss are as follows:
Nine months ended October 31, | Year ended January 31, | |||||||||
2013 | 2012 | 2013 | ||||||||
(audited) | ||||||||||
Consulting fees | $ | 2,800 | $ | - | $ | 15,000 | ||||
Management fees | 45,000 | 45,000 | 52,500 | |||||||
Office rent | 22,500 | 22,500 | 30,000 | |||||||
Professional fees | 7,757 | 9,950 | 15,806 | |||||||
$ | 78,057 | $ | 77,450 | $ | 110,822 |
These transactions are recorded at the exchange amount, which is the consideration agreed to between the related parties.
The accompanying notes are an integral part of these financial statements | 14 |
Rouge Resources Ltd. |
Notes to the Condensed Interim Financial Statements |
(Expressed in Canadian dollars - unaudited) |
For the nine months ended October 31, 2013 and 2012 |
Key management personnel compensation included in the financial statements is as follows:
Nine months ended October 31, | Year ended January 31, | ||||||||
2013 | 2012 | 2013 | |||||||
(audited) | |||||||||
Consulting fees | $ | - | $ | - | $ | 15,000 | |||
Management fees | 45,000 | 45,000 | 52,500 | ||||||
Professional fees | 7,757 | 9,950 | 15,806 | ||||||
Consulting fees capitalized to acquisition, exploration and evaluation assets | - | - | 11,000 | ||||||
$ | 52,757 | $ | 54,950 | $ | 94,306 |
9. Share capital
Authorized share capital
Unlimited number of
common shares without par value.
Issued share capital
At October 31, 2013,
there were 44,633,171 issued and fully paid common shares outstanding (January
31, 2013 44,633,171) of which 3,789,600 shares are held in escrow. These shares
continue to be subject to a timed semi-annual release of 947,400 shares on
August 29 and March 1 each year until the last release date of August 29, 2015
in accordance with escrow agreement dated and amended January 25, 2012 and
January 17, 2013 respectively as approved by the TSX-V Exchange.
Basic and diluted loss per share
The
calculation of basic and diluted loss per share for nine months ended October
31, 2013 was based on the net and comprehensive loss attributable to common
shareholders of $146,997 (October 31, 2012 - $166,004) and the weighted average
number of common shares outstanding of 44,633,171 (October 31, 2012 -
41,515,361).
Share options
The Company has adopted an
incentive share option plan which provides that the Board of Directors of the
Company may from time to time, in its discretion and in accordance with the
TSX-V requirements, grant to directors, officers, employees and technical
consultants to the Company, non-transferable share options to purchase common
shares, provided that the number of common shares reserved for issuance in any
twelve month period will not exceed 10% of the Companys issued and outstanding
common shares. Such options will be exercisable for a period of up to 5 years
from the date of grant at a price not less than the closing price of the
Companys shares on the last trading day before the grant of such options less
any discount, if applicable, but in any event not less than $0.10 per share In
connection with the foregoing, the number of common shares reserved for issuance
to any one optionee insider in any twelve month period will not exceed ten
percent (10%) of the issued and outstanding common shares and the number of
common shares reserved for issuance to any one employee or consultant will not
exceed two percent (2%) of the issued and outstanding common shares. Options may
be exercised no later than 90 days following cessation of the optionees
position with the Company or 30 days following cessation of an optionee
conducting investor relations activities.
At October 31, 2013, the Company had no issued or outstanding share options.
The accompanying notes are an integral part of these financial statements | 15 |
Rouge Resources Ltd. |
Notes to the Condensed Interim Financial Statements |
(Expressed in Canadian dollars - unaudited) |
For the nine months ended October 31, 2013 and 2012 |
Share purchase warrants
The changes in
warrants outstanding during the nine months ended October 31, 2013 and year
ended January 31, 2013 are as follows:
Nine months ended October 31, 2013 | Year ended January 31, 2013 | ||||||||||||
(audited) | |||||||||||||
Number of | Exercise price | Number of | Exercise price | ||||||||||
warrants | warrants | ||||||||||||
Balance, beginning | 4,068,000 | $ | 0.40 | 30,000,000 | $ | 0.10 | |||||||
Warrants issued | 4,068,000 | 0.40 | |||||||||||
Warrants expired | (4,068,000 | ) | (30,000,000 | ) | - | ||||||||
Balance, ending | - | $ | 0 | 4,068,000 | $ | 0.40 |
On exercise, each warrant allowed the holder to purchase one common share of the Company with an expiry date of August 28, 2013. Accordingly, there are no share purchase warrants outstanding at October 31, 2013.
10. Convertible debt reserve
The convertible debt reserve records the equity component of convertible debt with liability and equity components. On conversion, the amount recorded is transferred to share capital.
11. Income taxes
At year ended January 31, 2013, the Company had various tax pools relating to deductible temporary differences available to reduce future taxable income which expire as follows:
Canadian non- | ||||||||||||
capital losses | Resources pool | Equipment | Share issue costs | |||||||||
2015 | $ | 83,521 | $ | - | $ | - | $ | - | ||||
2026 | 132,052 | - | - | - | ||||||||
2027 | 175,837 | - | - | - | ||||||||
2028 | 152,040 | - | - | - | ||||||||
2029 | 182,808 | - | - | - | ||||||||
2030 | 105,295 | - | - | - | ||||||||
2031 | 243,513 | - | - | - | ||||||||
2032 | 278,811 | - | - | - | ||||||||
2033 | 273,858 | |||||||||||
No expiry | - | 468,574 | 2,407 | 140,435 | ||||||||
$ | 1,627,735 | $ | 468,574 | $ | 2,407 | $ | 140,435 |
A valuation allowance has been used to offset the net benefit related to the future tax assets arising from these deductible temporary differences due to the uncertainty associated with the ultimate realization of both the non-capital losses and the resource pools before expiry.
These tax pools will be updated at year ended January 31, 2014.
The accompanying notes are an integral part of these financial statements | 16 |
Rouge Resources Ltd. |
Notes to the Condensed Interim Financial Statements |
(Expressed in Canadian dollars - unaudited) |
For the nine months ended October 31, 2013 and 2012 |
12. Financial instruments and financial risk management
The Company is exposed in varying degrees to financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is as follows:
Credit risk
Credit risk is the risk that one
party to a financial instrument will fail to discharge an obligation and cause
the other party to incur a financial loss. The Companys primary exposure to
credit risk is on its cash held in bank accounts and its credit and security
deposit. The Companys cash and credit card deposit are deposited in bank
accounts held with one major bank in Canada so there is a concentration of
credit risk. This risk is managed by using a major bank that is a high credit
quality financial institution as determined by rating agencies. The Companys
secondary exposure to risk is on its value-added tax refundable which is minimal
since it is due from the Canadian Government.
Liquidity risk
Liquidity risk is the risk that
the Company will not be able to meet its financial obligations as they fall due.
The Company has a planning and budgeting process in place to help determine the
funds required to support the Companys normal operating requirements on an
on-going basis. The Company ensures there are sufficient funds to meet
short-term business requirements, taking into account its current cash position
and potential funding sources. Historically, the Company's source of funding has
been either the issuance of equity securities for cash through private
placements or loans from Company directors and officers. The Companys access to
financing is always uncertain and there can be no assurance of continued access
to significant funding from these sources.
Foreign exchange risk
Foreign currency risk
is the risk that the fair values of future cash flows of a financial instrument
will fluctuate because they are denominated in currencies that differ from the
Companys functional currency. The Company only operates in Canada and is
therefore not exposed to foreign exchange risk arising from transactions
denominated in a foreign currency.
Interest rate risk
Interest rate risk is the
risk that the fair value of future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. The Companys exposure to
interest rate risk relates to its ability to earn interest income on cash
balances at variable rates. Changes in short term interest rates will not have a
significant effect on the fair value of the Companys cash account.
Classification of financial instruments
Financial assets included in the Statements of Financial Position
are as follows:
As at October 31, | As at January 31, | |||||||||
2013 | 2012 | 2013 | ||||||||
(audited) | ||||||||||
Fair value through profit and loss: |
||||||||||
Cash | $ | 146,990 | $ | 426,676 | $ | 301,845 | ||||
Credit card security deposit | 6,900 | 6,900 | 6,900 | |||||||
$ | 153,890 | $ | 114,900 | $ | 308,745 |
The accompanying notes are an integral part of these financial statements | 17 |
Rouge Resources Ltd. |
Notes to the Condensed Interim Financial Statements |
(Expressed in Canadian dollars - unaudited) |
For the nine months ended October 31, 2013 and 2012 |
Financial liabilities included in the Statements of Financial Position are as follows:
As at October 31, | As at January 31, | |||||||||
2013 | 2012 | 2013 | ||||||||
(audited) | ||||||||||
Non-derivative financial liabilities: | ||||||||||
Trade payables | $ | 5,961 | $ | 2,648 | $ | 17,958 | ||||
Loan payable | 39,676 | 39,676 | 39,676 | |||||||
Related party payables | 49,978 | 98,961 | 11,466 | |||||||
$ | 95,615 | $ | 141,285 | $ | 69,100 |
Fair value
The fair value of the Companys financial assets and liabilities approximate the carrying amounts. Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
The Companys financial instruments classified as Level 1 is cash and credit card deposit.
13. Capital management
The Company's policy is to maintain a sufficient capital base so as to maintain investor and creditor confidence, safeguard the Companys ability to support the exploration and development of its exploration and evaluation assets and to sustain future development of the business. The capital structure of the Company consists of both share and working capital. There were no changes in the Company's approach to capital management during the year and the Company is not subject to any restrictions on its capital.
14. Segmented information
The Company operates in a single reportable operating segment being the acquisition, exploration and development of mineral properties, currently all located in Canada.
The accompanying notes are an integral part of these financial statements | 18 |
Rouge Resources Ltd.
Management Discussion and
Analysis
Nine Months Ended October 31, 2013
ROUGE RESOURCES LTD.
(An
Exploration Stage Company)
MANAGEMENT DISCUSSION AND ANALYSIS
FOR NINE MONTHS ENDED OCTOBER 31, 2013
(Stated in
Canadian Dollars)
1
Rouge Resources Ltd.
Management Discussion and
Analysis
Nine Months Ended October 31, 2013
ITEM 1.1 DATE AND INTRODUCTION
This Management Discussion and Analysis (MD&A) was prepared as of December 10, 2013 and authorized for issuance by the directors of the Company effective on this date. This report should be read in conjunction with both the condensed interim financial statements and notes for the nine months ended October 31, 2013 and the audited financial statements and notes for the year ended January 31, 2013. It focuses on events and activities that affected the Company during the nine months ended October 31, 2013 and to the date of this report.
The financial information contained herein is stated in Canadian dollars and has been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) along with interpretations of the International Financial Reporting Interpretations Committee (IFRIC). Therefore, they comply with International Accounting Standard (IAS) 34 Interim Financial Reporting. The Company (We) was incorporated under the name Gemstar Resources Ltd. on March 31, 1988 pursuant to the provisions of the Company Act (British Columbia). In March 2006, we were transitioned to the Business Corporations Act (British Columbia). On March 25, 2008, the Companys name was changed to Rouge Resources Ltd. Our registered and records office is located at 203-409 Granville Street, Vancouver BC, V6C 1T2.
We have been a reporting issuer in British Columbia and Alberta since April 3, 1989 and became a foreign issuer in the United States pursuant to filings with the US Securities and Exchange Commission on or about November 15, 2003. Prior to August 30, 2012, our common shares were quoted OTC:BB in the United States under the symbol ROUGF and now, effective on this date, are also listed for trading on the TSX Venture Exchange under the symbol ROU.
At October 31, 2013, there were 44,633,171 issued and fully paid common shares outstanding (January 31, 2013 44,633,171) of which 3,789,600 shares are held in escrow, subject to release under regulatory approval.
We have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation, purchase or sale of a significant amount of assets. Additional information on the Company is available on both SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.
Description of business
The Company is a Vancouver-based junior mineral exploration company engaged in the business of acquiring, exploring, evaluating and, if warranted, developing mineral resource properties in Canada. No revenue has been generated since inception and there is no assurance that a commercially viable mineral deposit exists on our exploration and evaluation assets. Further exploration is required before a final evaluation of the economic feasibility can be determined. Significant financing and considerable time and effort will be required before our mineral claims can be further explored and, if warranted, developed into a commercial enterprise.
We hold a 100% interest in sixteen claims in the Thunder Bay Mining District of North Central Ontario area called the Dotted Lake Property, which has been the only focus of our exploration activities to date. In addition, we have an exclusive option agreement to acquire 100% of the mineral interests in two claims adjacent to Dotted Lake called the Lampson Lake Property. We continue to monitor claims in North-Central Ontario and plan to make additional acquisitions in this and other areas when and if the claims are considered to be strategic or otherwise beneficial to the Company.
2
Rouge Resources Ltd.
Management Discussion and
Analysis
Nine Months Ended October 31, 2013
ITEM 1.2 OVERALL PERFORMANCE
During the nine months ended October 31, 2013, the Company reported a net and comprehensive loss of $146,997 compared to a net and comprehensive loss of $166,004 for the same period last year. In addition, we spent $22,434 on our acquisition, exploration and evaluation assets during this nine month period to keep the claims in good standing ($55,695 for the same period last year).
Management continues to defer any sizable exploration expenditures on the Dotted Lake Property due to the continuation of challenging economic circumstances for junior mineral exploration companies over the last number of years.
Acquisition, exploration and evaluation assets
Total for Nine | Total for | |||||||||||
North-Central Ontario | months ended | year ended | ||||||||||
Dotted Lake | Lampson | October 31, | January 31, | |||||||||
mining | Lake mining | 2013 | 2013 | |||||||||
Claims | claims | (audited) | ||||||||||
Property acquisition costs | ||||||||||||
Balance, beginning | $ | 24,607 | $ | 37,033 | $ | 61,640 | $ | 36,294 | ||||
Additions | - | 12,500 | 12,500 | 25,346 | ||||||||
Balance, ending | 24,607 | 49,533 | 74,140 | 61,640 | ||||||||
Exploration and evaluation costs | ||||||||||||
Balance, beginning | 206,934 | - | 206,934 | 176,585 | ||||||||
Additions | ||||||||||||
Field and camp costs | - | 21,477 | ||||||||||
Geological consulting and reporting | - | 3,488 | ||||||||||
Geo-referencing | 9,934 | 9,934 | - | |||||||||
Project administration | - | 3,606 | ||||||||||
Soil sample analysis | - | 1,778 | ||||||||||
9,934 | - | 9,934 | 30,349 | |||||||||
Balance, ending | 216,868 | - | 216,868 | 206,934 | ||||||||
Total balance, ending | $ | 241,475 | $ | 49,533 | $ | 291,008 | $ | 268,574 |
The original Dotted Lake Property consisted of one claim acquired by the Company in 2001 which was allowed to lapse in 2002 then was re-staked by the Company in March 2003 at a cost of $4,206. In October 2009, the Company expanded its 100% interest in this Property from a single claim to ten claims at a cost of $11,055. During the year ended January 31, 2013, the Company paid $9,346 for staking six additional claims bringing the total of Dotted Lake property acquisition costs to $24,607. The Company now has sixteen claims in the Dotted Lake area plus an option to purchase the two adjacent Lampson Lake claims described below.
In response to the new GPS standards for unpatented claims issued in the current year by the Ontario Ministry of Northern Development and Mines, the Company expended $9,934 to provide upgraded geo-referenced location information on its Dotted Lake claims during the quarter ended July 31, 2013 bringing the total of exploration and evaluation costs to $216,868.
On April 20, 2010, the Company entered into an option to purchase agreement for two claims adjacent to the Dotted Lake Property, known as the Lampson Lake Property. The Company has an exclusive option to purchase a 100% interest in these two claims by making option payments totalling $60,000 as follows: $7,000 paid on April 20, 2010 when the agreement was signed; $12,000 paid on April 20, 2011; $16,000 paid during the current fiscal year on April 20, 2012; and a final payment of $25,000 on April 20, 2013.
3
Rouge Resources Ltd.
Management Discussion and
Analysis
Nine Months Ended October 31, 2013
However on March 1, 2013, the Company agreed with the optionors to split the final payment into two equal amounts of $12,500. The first was paid on April 20, 2013 and the second is payable on April 20, 2014.
In anticipation of meeting the final payment schedule, title was transferred to the Company during the year ended January 31, 2012. However, beneficial interest in the property will not be transferred until the final option payment of $12,500 is made on or before April 20, 2014.
These claims are subject to a 2% net smelter royalty (NSR) in favour of the Optionors on one claim and with respect to the other, a combination of a 2% NSR in favour of the Optionors and a 1% NSR on any metals and/or a 1% Net Sales Return royalty payable to Ontario Exploration Company (OEC) on any precious metals recovered from the property. The Company has the right to buy back 1% of the NSR in favour of the Optioners for $1,000,000 and to buy back three-quarters of 1% of the royalty vested with OEC over 10 years on an increasing scale from $15,000 to $750,000.
The Company continues to monitor claims in both of these areas and plans to make additional acquisitions in these and other areas when and if the claims are considered to be strategic or otherwise beneficial to the Company.
Although our work on the Dotted Lake Property in the past three years has identified some gold mineralization hosted in sulphide rich shear bands in granitoid rock, there is no assurance that a commercially viable mineral deposit exists on our exploration and evaluation assets. Further exploration is required before a final evaluation of the economic feasibility can be determined. Significant additional financing and considerable time and effort will be required before our mineral claims can be further explored and, if warranted, developed into a commercial enterprise.
ITEM 1.3 SELECTED FINANCIAL INFORMATION
The following table summarizes selected information from the Financial Statements as follows:
Nine Months Ended October 31, | Year Ended | ||||||||
2013 | 2012 | January 31, 2013 | |||||||
FINANCIAL POSITION | |||||||||
Total Assets | $ | 446,730 | $ | 717,279 | $ | 584,877 | |||
Total Liabilities | $ | 98,875 | $ | 141,885 | $ | 90,025 | |||
Accumulated Deficit | $ | (3,659,092 | ) | $ | (3,438,841 | ) | $ | (3,512,095 | ) |
OPERATIONS | |||||||||
Total Revenues | Nil | Nil | Nil | ||||||
Net and comprehensive loss | $ | (146,997 | ) | $ | (166,004 | ) | $ | (239,258 | ) |
Comprehensive Loss per share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) |
4
Rouge Resources Ltd.
Management Discussion and
Analysis
Nine Months Ended October 31, 2013
ITEM 1.4 RESULTS OF OPERATIONS
The following table summarizes the results of operations from the Statements of Comprehensive Loss as follows:
Three months ended | Nine months ended | Year ended | |||||||||||||
October 31, | October 31, | January 31, | |||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | |||||||||||
(audited) | |||||||||||||||
Expenses | |||||||||||||||
Amortization | $ | 194 | $ | 194 | $ | 582 | $ | 582 | $ | 776 | |||||
Consulting fees | 2,800 | - | 5,800 | - | 5,670 | ||||||||||
Listing application exp. | - | (5,167 | ) | 403 | 60,506 | 62,601 | |||||||||
Management fees | 15,000 | 15,000 | 45,000 | 45,000 | 60,000 | ||||||||||
Office admin and travel | 16,440 | 8,510 | 57,885 | 28,318 | 44,506 | ||||||||||
Professional fees | 3,687 | 14,759 | 16,213 | 19,800 | 47,705 | ||||||||||
Transfer agent/ filing fees | 3,861 | 2,288 | 21,114 | 11,798 | 18,000 | ||||||||||
Net and comprehensive loss | $ | (41,982 | ) | $ | (35,584 | ) | $ | (146,997 | ) | $ | (166,004 | ) | $ | (239,258 | ) |
Loss per share | |||||||||||||||
basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) |
Weighted average number of shares outstanding | |||||||||||||||
basic and diluted | 44,633,171 | 43,395,084 | 44,633,171 | 41,515,361 | 42,299,073 |
The Company is in the exploration stage and has not generated any revenues since inception.
Nine months ended October 31, 2013
A net and comprehensive loss of $146,997 was recorded for nine months ended October 31, 2013, versus $166,084 for the same period last year. This $19,007 decrease in net and comprehensive loss resulted from the following:
Three months ended October 31, 2013
For three months ended October 31, 2013, a net and comprehensive loss of $41,982 was reported versus a net and comprehensive loss of $35,584 for the same period last year. This $6,398 increase in net and comprehensive loss resulted from the following:
5
Rouge Resources Ltd.
Management Discussion and
Analysis
Nine Months Ended October 31, 2013
ITEM 1.5 SUMMARY OF QUARTERLY RESULTS
The following table summarizes operating results for the eight most recently completed quarters:
3rd Qtr | 2nd Qtr | 1st Qtr | 4th Qtr | 3rd Qtr | 2nd Qtr | 1st Qtr | 4th Qtr | |||||||||||||||||
ended | ended | ended | ended | ended | ended | ended | ended | |||||||||||||||||
Oct. 31 12 | July 31 13 | Apr. 30 13 | Jan. 31 13 | Oct. 31 12 | July 31 12 | Apr. 30 12 | Jan. 31 12 | |||||||||||||||||
Total revenues | Nil | Nil | Nil | Nil | Nil | Nil | ||||||||||||||||||
Net and comprehensive loss | ($41,982 | ) | ($47,429 | ) | ($57,586 | ) | ($73,254 | ) | (35,584 | ) | ($41,774 | ) | ($88,646 | ) | ($83,074 | ) | ||||||||
Loss per share | ($0.00 | ) | ($0.00 | ) | ($0.00 | ) | ($0.00 | ) | ($0.00 | ) | ($0.00 | ) | ($0.01 | ) | ($0.01 | ) | ||||||||
Operating cash flow (Deficiency) | ($42,345 | ) | ($60,411 | ) | ($68,177 | ) | ($30,048 | ) | (164,545 | ) | $14,803 | ($80,635 | ) | ($66,515 | ) |
Our comprehensive losses are fairly consistent from quarter to quarter being comprised mainly of management fees, professional fees, office administration and transfer agent & filing fees. However, the two quarters ended January 31, 2012 and April 30, 2012 show greater losses than average due to the legal, agency and regulatory fees/ expenses incurred regarding the listing application accepted for filing on the TSX-V Exchange effective April 25, 2012.The positive operating cash flow for quarter ended July 31, 2012 arose from deferring payment of accounts payable pending completion of a private placement during quarter ended October 31, 2012. Once received, the funds were used to pay down the payables which created a significant operating cash flow deficiency in the quarter ended October 31, 2012.
ITEM 1.6 LIQUIDITY
The following table summarizes the Companys working capital position as follows:
As at | October 31, | As at | |||||||
Working Capital | 2013 | 2012 | January 31, 2013 | ||||||
Current assets | $ | 147,593 | $ | 439,800 | $ | 307,592 | |||
Current liabilities | (98,875 | ) | (141,885 | ) | (90,025 | ) | |||
Working capital (deficiency) | $ | 148,718 | $ | 297,915 | $ | 217,567 |
6
Rouge Resources Ltd.
Management Discussion and Analysis
Nine Months Ended October 31, 2013
During the nine months ended October 31, 2013, working capital decreased to $148,718 from $217,567 at January 31, 2013. This $68,849 decrease was due to on-going operating losses and capital expenditures on acquisition, exploration and evaluation assets.
The current assets at October 31, 2013 include cash of $146,990 (January 31, 2013 - $301,845) and value-added tax receivable of $603 (January 31, 2013 - $4,122). The current liabilities at October 31, 2013 include $9,221 of trade payables & accrued liabilities (January 31, 2012 - $38,883), $39,676 of loan payable (January 31, 2013 $39,676), and $49,978 of related party payables (January 31, 2013 -$11,466).
The following table summarizes the Companys cash flows as follows:
Nine Months Ended October 31, | Year Ended | ||||||||
Cash Flows | 2013 | 2012 | January 31, 2013 | ||||||
Net cash used in operating activities | $ | (170,933 | ) | $ | (230,377 | ) | $ | (260,425 | ) |
Net cash used in investing activities | (22,434 | ) | (55,695 | ) | (55,695 | ) | |||
Net cash provided by financing activities | 38,512 | 694,925 | 600,142 | ||||||
Increase (decrease) in cash | $ | (154,855 | ) | $ | 408,853 | $ | 284,022 | ||
Cash, beginning | 301,845 | 17,823 | 17,823 | ||||||
Cash, end | $ | 146,990 | $ | 426,676 | $ | 301,845 |
At October 31, 2013, the Companys cash position was $146,990 compared to $301,845 at January 31, 2013. The $154,855 use of cash for the nine months ended October 31, 2013 (2013 period) and the $408,853 source of cash for the same period last year (2012 period) resulted from the following cash flow activities:
(i)Net cash used in operating activities of $170,933 in the 2013 period and $230,377 in 2012 period was due in both periods to on-going operating losses adjusted for changes in non-cash working capital items.
(ii)Net cash used in investing activities of $22,434 in the 2013 period and $55,695 in 2012 period was due to a combination of on-going expenditures under the option agreement to purchase the Lampson Lake Property and expenditures to keep the Dotted Lake Property in good standing with the Ontario Ministry of Northern Development and Mines.
(iii)Net cash provided by financing activities of $38,512 in the 2013 period was due exclusively to partial funding of operating expenses by related parties. The $694,925 of cash provided in the 2012 period was due to partial funding of operating expenses by related parties prior to substantial completion of two private placement financings for net proceeds of $850,082 after share issue costs on August 28, 2012.
ITEM 1.7 CAPITAL RESOURCES
Share Capital
Authorized share capital
Unlimited number of
common shares without par value.
7
Rouge Resources Ltd.
Management Discussion and Analysis
Nine Months Ended October 31, 2013
Issued share capital
At October 31, 2013,
there were 44,633,171 issued and fully paid common shares outstanding (January
31, 2013 44,633,171) of which 3,789,600 shares are held in escrow. These
shares continue to be subject to a timed semi-annual release of 947,400 shares
on August 29 and March 1 each year until the last release date of August 29,
2015 in accordance with escrow agreement dated and amended January 25, 2012 and
January 17, 2013 respectively as approved by the TSX-V Exchange.
Basic and diluted loss per share
The
calculation of basic and diluted loss per share for nine months ended October
31, 2013 was based on the net and comprehensive loss attributable to common
shareholders of $146,997 (October 31, 2012 -$166,004) and the weighted average
number of common shares outstanding of 44,633,171 (October 31, 2012 -
41,515,361).
Stock options
The Company has adopted an
incentive stock option plan which provides that the Board of Directors of the
Company may from time to time, in its discretion and in accordance with the
TSX-V requirements, grant to directors, officers, employees and technical
consultants to the Company, non-transferable stock options to purchase common
shares, provided that the number of common shares reserved for issuance in any
twelve month period will not exceed 10% of the Companys issued and outstanding
common shares. Such options will be exercisable for a period of up to 5 years
from the date of grant at a price not less than the closing price of the
Companys shares on the last trading day before the grant of such options less
any discount, if applicable, but in any event not less than $0.10 per share In
connection with the foregoing, the number of common shares reserved for issuance
to any one optionee insider in any twelve month period will not exceed ten
percent (10%) of the issued and outstanding common shares and the number of
common shares reserved for issuance to any one employee or consultant will not
exceed two percent (2%) of the issued and outstanding common shares. Options may
be exercised no later than 90 days following cessation of the optionees
position with the Company or 30 days following cessation of an optionee
conducting investor relations activities.
At October 31, 2013, the Company had no issued or outstanding stock options.
Share purchase warrants
The changes in
warrants outstanding during the nine months ended October 31, 2013 and year
ended January 31, 2013 are as follows:
Nine months ended | Year ended | |||||||||||
October 31, 2013 | January 31, 2013 | |||||||||||
Number of | Exercise | Number of | Exercise | |||||||||
warrants | price | warrants | price | |||||||||
Balance, beginning | 4,068,000 | $ | 0.40 | 30,000,000 | $ | 0.10 | ||||||
Warrants issued | 4,068,000 | 0.40 | ||||||||||
Warrants expired | (4,068,000 | ) | (30,000,000 | ) | - | |||||||
Balance, ending | - | $ | 0 | 4,068,000 | $ | 0.40 |
On exercise, each warrant allows the holder to purchase one common share of the Company with expiry date of August 28, 2013. Accordingly, there are no share purchase warrants outstanding at October 31, 2013.
With no operating revenues to date, we continue to finance our operations through the issuance of common shares and advances from related parties. Although two private placements were completed in late August 2012 raising net proceeds to date of $850,052 after share issue costs, there is no assurance that additional financing will be available when needed in the future nor, if available, on reasonable commercial terms. If we are unable to obtain additional financing on a timely basis, either through issuance of more common shares or obtaining additional advances from related parties, we may not be able to meet our obligations as they come due which may impact our ability to continue as a going concern in the future.
8
Rouge Resources Ltd.
Management Discussion and
Analysis
Nine Months Ended October 31, 2013
To a significant extent, our ability to continue raising capital is affected by trends and uncertainties beyond our control. These include general economic conditions, the market prices for precious metals and results from our exploration programs. The Companys ability to reach its business objectives may be significantly impaired if general economic conditions continue to deteriorate, prices for metals such as zinc, gold, copper and platinum fall or if results from planned exploration programs are unsuccessful.
ITEM 1.8 OFF-BALANCE SHEET ARRANGEMENTS
The Company has no off-balance sheet arrangements.
ITEM 1.9 TRANSACTIONS WITH RELATED PARTIES
Related party payables included in the Statements of Financial Position are as follows:
As at October 31, | As at January 31, | |||||||||
2013 | 2012 | 2013 | ||||||||
(audited) | ||||||||||
Payable to Company directors and companies controlled by directors | $ | 49,978 | $ | 98,961 | $ | 11,466 |
These amounts are non-interest bearing and unsecured with no fixed term of repayment.
Related party transactions with directors and companies controlled by directors included in the Statements of Comprehensive Loss are as follows:
Nine months ended | Year ended | |||||||||
October 31, | January 31, | |||||||||
2013 | 2012 | 2013 | ||||||||
(audited) | ||||||||||
Consulting fees | $ | 2,800 | $ | - | $ | 15,000 | ||||
Management fees | 45,000 | 45,000 | 52,500 | |||||||
Office rent | 22,500 | 22,500 | 30,000 | |||||||
Professional fees | 7,757 | 9,950 | 15,806 | |||||||
$ | 78,057 | $ | 77,450 | $ | 110,822 |
These transactions are recorded at the exchange amount, which is the consideration agreed to between the related parties.
9
Rouge Resources Ltd.
Management Discussion and
Analysis
Nine Months Ended October 31, 2013
Key management personnel compensation included in the Financial Statements is as follows:
Nine months ended | Year ended | ||||||||
October 31, | January 31, | ||||||||
2013 | 2012 | 2013 | |||||||
(audited) | |||||||||
Consulting fees | $ | - | $ | - | $ | 15,000 | |||
Management fees | 45,000 | 45,000 | 52,500 | ||||||
Professional fees | 7,757 | 9,950 | 15,806 | ||||||
Consulting fees capitalized to acquisition, exploration and evaluation assets | - | - | 11,000 | ||||||
$ | 52,757 | $ | 54,950 | $ | 94,306 |
ITEM 1.10 FOURTH QUARTER ENDED JANUARY 31, 2014
Not applicable at this time.
ITEM 1.11 SUBSEQUENT AND PROPOSED TRANSACTIONS
Nothing material at this time.
ITEM 1.12 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Basis of preparation
These condensed interim
financial statements have been prepared on an accrual basis; are based on
historical costs, modified where applicable; and are presented in Canadian
dollars unless otherwise noted.
Significant estimates and assumptions
The
preparation of financial statements in accordance with IFRS requires the Company
to make estimates and assumptions concerning the future. The Companys
management reviews these estimates and underlying assumptions on an ongoing
basis, based on experience and other factors, including expectations of future
events that are believed to be reasonable under the circumstances. Revisions to
estimates are adjusted for prospectively in the period in which the estimates
are revised.
Estimates and assumptions where there is significant risk of material adjustments to assets and liabilities in future accounting periods include: the useful lives of equipment, the recoverability of the carrying value of exploration and evaluation assets, fair value measurements for financial instruments, recoverability and measurement of deferred tax assets, and provisions for restoration and environmental obligations and contingent liabilities.
Significant judgments
The preparation of
financial statements in accordance with IFRS requires the Company to make
judgments, apart from those involving estimates and assumptions, in applying
accounting policies. The most significant judgments in preparing the Companys
financial statements include:
10
Rouge Resources Ltd.
Management Discussion and Analysis
Nine Months Ended October 31, 2013
ITEM 1.13 CHANGES IN ACCOUNTING POLICIES
There were no changes in accounting policies during the current year. However, new accounting standards issued but not yet effective are as follows:
New standard IFRS 9 Financial
Instruments
This new standard is a partial replacement of IAS 39
Financial Instruments: Recognition and Measurement. IFRS 9 uses a single
approach to determine whether a financial asset is measured at amortized cost or
fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is
based on how an entity manages its financial instruments in the context of its
business model and the contractual cash flow characteristics of the financial
assets.
The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. IFRS 9 is effective for annual periods beginning on or after January 1, 2015.
New standard IFRS 11 Joint Arrangements
This
new standard requires a venturer to classify its interest in a joint arrangement
as a joint venture or joint operation. Joint ventures will be accounted for
using the equity method of accounting whereas for a joint operation the venture
will recognize its share of the assets, liabilities, revenue and expenses of the
joint operation. Under existing IFRS, entities have the choice to
proportionately consolidate or equity account for interests in joint ventures.
IFRS 11 supersedes lAS 31, Interests in Joint Ventures, and SIC-13, Jointly
Controlled Entities-Non-monetary Contributions by Venturers.
New standard IFRS 12 Disclosure of Interests in Other
Entities
This new standard establishes disclosure requirements for
interests in other entities, such as joint arrangements, associates, special
purpose vehicles and off balance sheet vehicles. The standard carries forward
existing disclosures and also introduces significant additional disclosure
requirements that address the nature of, and risks associated with, an entity's
interests in other entities.
The Company has not early adopted these revised standards and is currently assessing the impact that these standards will have on its financial statements.
Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Companys financial statements.
ITEM 1.14. FINANCIAL INSTRUMENTS, FINANCIAL RISK MANAGEMENT AND CAPITAL MANAGEMENT
As at October 31, 2013, the Companys financial instruments consisted of cash on hand, credit card security deposit, accounts payable, loan payable and related party payables.
The Company is exposed in varying degrees to financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling & reporting structures. The type of risk exposure and the way in which such exposure is managed by the Company is as follows:
Credit risk
Credit risk is the risk that one
party to a financial instrument will fail to discharge an obligation and cause
the other party to incur a financial loss. The Companys primary exposure to
credit risk is on its cash held in bank accounts and its credit card deposit. The
majority of cash is deposited in bank accounts held with one major bank in
Canada so there is a concentration of credit risk. This risk is managed by using
a major bank that is a high credit quality financial institution as determined
by rating agencies. The Companys secondary exposure to risk is on its
harmonized sales tax refundable which is minimal since it is recoverable from
the Canadian Government.
11
Rouge Resources Ltd.
Management Discussion and Analysis
Nine Months Ended October 31, 2013
Liquidity risk
Liquidity risk is the risk that
the Company will not be able to meet its financial obligations as they fall due.
The Company has a planning and budgeting process in place to help determine the
funds required to support the Companys normal operating requirements on an
ongoing basis. The Company attempts to ensure there is sufficient access to
funds to meet on-going business requirements, taking into account its current
cash position and potential funding sources.
Historically, the Company's source of funding has been either the issuance of equity securities for cash through private placements or advances from directors and officers. The Companys access to financing is always uncertain and there can be no assurance of continued access to significant funding from these sources.
Foreign exchange risk
Foreign currency risk
is the risk that the fair values of future cash flows of a financial instrument
will fluctuate because they are denominated in currencies that differ from the
Companys functional currency. The Company only operates in Canada and is
therefore not exposed to foreign exchange risk arising from transactions
denominated in a foreign currency.
Interest rate risk
Interest rate risk is the
risk that the fair value of future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. The Companys exposure to
interest rate risk relates to its ability to earn interest income on cash
balances at variable rates. Changes in short term interest rates will not have a
significant effect on the fair value of the Companys cash account.
Commodity Price Risk
The Companys ability to
raise capital to fund exploration or development activities is subject to risks
associated with fluctuations in the market price of precious metals. The Company
closely monitors commodity prices to determine the most appropriate course of
action.
Capital Management
The Company's policy is to
maintain a sufficient capital base so as to maintain investor and creditor
confidence, safeguard the Companys ability to support the exploration and
development of its mineral properties and to sustain future development of the
business. The capital structure of the Company consists of share capital and
working capital. There were no changes in the Company's approach to capital
management during the year and the Company is not subject to any restrictions on
its capital.
Classification of financial instruments
Financial assets included in the Statements of Financial Position
are as follows:
As at October 31, | As at January 31, | |||||||||
2013 | 2012 | 2013 | ||||||||
(audited) | ||||||||||
Fair value through profit or loss: | ||||||||||
Cash | $ | 146,990 | $ | 426,676 | $ | 301,845 | ||||
Credit card security deposit | 6,900 | 6,900 | 6,900 | |||||||
$ | 153,890 | $ | 433,576 | $ | 308,745 |
12
Rouge Resources Ltd.
Management Discussion and Analysis
Nine Months Ended October 31, 2013
Financial liabilities included in the Statements of Financial Position are as follows:
As at October 31, | As at January 31, | |||||||||
2013 | 2012 | 2013 | ||||||||
(audited) | ||||||||||
Non-derivative financial liabilities: | ||||||||||
Trade payables | $ | 5,961 | $ | 2,648 | $ | 17,958 | ||||
Loan payable | 39,676 | 39,676 | 39,676 | |||||||
Related party payables | 49,978 | 98,961 | 11,466 | |||||||
$ | 95,615 | $ | 141,285 | $ | 69,100 |
Fair value
The fair value of the Companys
financial assets and liabilities approximate the carrying amounts. Financial
instruments measured at fair value are classified into one of three levels in
the fair value hierarchy according to the relative reliability of the inputs
used to estimate the fair values. The three levels of the fair value hierarchy
are:
The Companys financial instruments classified as Level 1 are cash and credit card deposit.
ITEM 1.15 OTHER MD&A REQUIREMENTS
Managements Responsibility for Financial
Statements
Management is responsible for the preparation and fair
presentation of the Companys financial statements in accordance with IFRS, and
for such internal control as management determines is necessary to enable the
preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
Conflicts of interest
The Companys directors
and officers may serve as directors or officers, or may be associated with,
other reporting companies, or have significant shareholdings in other public
companies. To the extent that such other companies may participate in business
or asset acquisitions, dispositions, or ventures in which the Company may
participate, the directors and officers of the Company may have a conflict of
interest in negotiating and concluding on terms with respect to the transaction.
If a conflict of interest arises, the Company will follow the provisions of the
Business Corporations Act (BC) (Corporations Act) dealing with conflict of
interest. These provisions state that where a director has such a conflict, that
director must, at a meeting of the Companys directors, disclose his or her
interest and refrain from voting on the matter unless otherwise permitted by the
Corporations Act. In accordance with the laws of the Province of British
Columbia, the directors and officers of the Company are required to act
honestly, in good faith, and in the best interest of the Company.
Disclosure Controls and Procedures
We maintain
a set of disclosure controls and procedures designed to ensure information
required to be disclosed in filings pursuant to regulatory requirements is
recorded, processed, summarized and reported within the required time periods.
Our management is responsible for the preparation and integrity of the financial
statements, including the maintenance of appropriate information systems,
procedures and internal controls. Our management is also responsible to ensure
that information disclosed externally, including the financial statements and
MD&A, is complete and reliable.
13
Rouge Resources Ltd.
Management Discussion and Analysis
Nine Months Ended October 31, 2013
Our CEO and CFO have evaluated the disclosure controls and procedures over financial reporting for the period and have concluded they are operating effectively notwithstanding the inherent weakness of a small company having a very small staff. This lack of segregation of duties is overcome by heavy reliance on senior management and directors during the review and approval process along with the annual statutory audit.
Business and Regulatory Risks
We are engaged
in the mineral exploration business and manage related industry risk directly.
We are potentially at risk for environmental reclamation and fluctuations and
commodity-based market prices associated with resource property interests.
Management is of the opinion that the Company addresses environmental risk and
compliance in accordance with industry standards and specific project
environmental requirements. At present, the Company is not required to provide
for restoration and environmental obligations so no provision has been made.
However, there is no certainty that all environmental risks and contingencies
have been addressed.
Our exploration program will require significant future expenditures and there is no assurance any commercial mineral quantities will be found. If we are unable to generate significant revenues from our mineral claims, continued losses are expected into the foreseeable future. There is no history upon which to base any assumption as to the likelihood we will prove successful, and there is no assurance that we will generate any revenues nor ever achieve profitability. If unsuccessful in addressing these risks, the business will fail and investors could lose all of their investment in the company.
Regulatory risks include the possible delays in getting regulatory approval to the transactions that senior management and the Board of Directors believe to be in the Companys best interest, increased fees for statutory filings, and the introduction of increasingly more complex reporting requirements which must be complied with in order to maintain our public company position.
14
Rouge Resources Ltd.
Management Discussion and Analysis
Nine Months Ended October 31, 2013
Cautionary note regarding forward-looking
statements
This Management Discussion and Analysis may contain
certain forward-looking statements, as defined in the United States Private
Securities Litigation Reform Act of 1995, and within the meaning of Canadian
securities legislation, relating to the proposed use of proceeds.
Forward-looking statements are statements that are not historical facts; they
are generally, but not always, identified by the words expects, plans,
anticipates, believes, intends, estimates, projects, aims,
potential, goal, objective, prospective, and similar expressions, or
that events or conditions will, would, may, can, could or should
occur. Forward-looking statements are based on the beliefs, estimates and
opinions of the Companys management on the date the statements are made and
they involve a number of risks and uncertainties. Consequently, there can be no
assurances that such statements will prove to be accurate and actual results and
future events could differ materially from those anticipated in such statements.
Factors that could cause future results to differ materially from those
anticipated in these forward-looking statements include, but are not limited to,
the following: a change in the use of proceeds, the volatility of mineral
prices, the possibility that exploration efforts will not yield economically
recoverable quantities of minerals, accidents and other risks associated with
mineral exploration and development operations, the risk that the Company will
encounter unanticipated geological factors, the Companys need for and ability
to obtain additional financing, the possibility that the Company may not be able
to secure permitting and other governmental clearances necessary to carry out
the Companys exploration and development plans, and the other risk factors
discussed in greater detail in the Companys various filings on SEDAR
(www.sedar.com) with Canadian securities regulators and its filings with the
U.S. Securities and Exchange Commission on EDGAR (www.sec.gov). Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
hereof. We undertake no obligation to publicly release the results of any
revisions to these forward-looking statements that may be made to reflect events
or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
15
FORM 52-109FV2
CERTIFICATE OF INTERIM FILINGS
VENTURE ISSUER BASIC CERTIFICATE
I, Linda Smith, Chief Executive Officer for Rouge Resources Ltd., certify the following:
1. |
Review: I have reviewed the interim financial report and interim MD&A (together the interim filings) of Rouge Resources Ltd. (the "Issuer") for the interim period ended October 31, 2013. |
2. |
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings. |
3. |
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: December 10, 2013
/s/ Linda Smith
Linda Smith
Chief Executive
Officer
Rouge Resources Ltd
NOTE TO READER | |
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuer's Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of: | |
i) |
controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
ii) |
a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP. |
The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. | |
Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. |
FORM 52-109FV2
CERTIFICATE OF INTERIM FILINGS
VENTURE ISSUER BASIC CERTIFICATE
I, Ronald McGregor, Chief Financial Officer for Rouge Resources Ltd., certify the following:
1. |
Review: I have reviewed the interim financial report and interim MD&A (together the interim filings) of Rouge Resources Ltd. (the "Issuer") for the interim period ended October 31, 2013. |
2. |
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings. |
3. |
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: December 10, 2013
/s/ Ronald McGregor
Ronald McGregor
Chief
Financial Officer
Rouge Resources Ltd
NOTE TO READER | |
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuer's Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of: | |
i) |
controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
ii) |
a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP. |
The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. | |
Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. |