---

ROUGE RESOURCES LTD.

(An Exploration Stage Company)

FINANCIAL STATEMENTS

YEARS ENDED JANUARY 31, 2015, 2014 AND 2013

(Expressed in Canadian Dollars)

---

INDEPENDENT AUDITORS REPORT

To the Shareholders of Rouge Resources Ltd.:

We have audited the accompanying financial statements of Rouge
Resources Ltd., which comprise the statements of financial position as at
January 31, 2015, 2014 and 2013, and the statements of comprehensive loss,
changes in equity and cash flows for the years then ended, and a summary of
significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair
presentation of these financial statements in accordance with International
Financial Reporting Standards as issued by the International Accounting
Standards Board, 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.

Auditors Responsibility

Our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits in accordance with
Canadian generally accepted auditing standards and the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free from
material misstatement.

An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditors judgment, including the assessment
of the risks of material misstatement of the financial statements, whether due
to fraud or error. In making those risk assessments, the auditor considers
internal control relevant to the entity's preparation and fair presentation of
the financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entity's internal control. An audit also
includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by management, as well as evaluating
the overall presentation of the financial statements.

We believe that the audit evidence we have obtained in our
audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements present fairly, in all
material respects, the financial position of Rouge Resources Ltd. as at January
31, 2015, 2014 and 2013, and its financial performance and its cash flows for
the years then ended in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards Board.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 1 in
the financial statements which describes certain conditions that indicate the
existence of a material uncertainty that casts substantial doubt about Rouge
Resources Ltd.s ability to continue as a going concern.

|                  | DALE MATHESON CARR-HILTON LABONTE LLP
|----------------- | -------------------------------------
|                  | CHARTERED ACCOUNTANTS                
|Vancouver, Canada |                                      
|May 28, 2015      |                                      
|                  |                                      
|                  |                                      



---

|ROUGE RESOURCES LTD.                 
|-------------------------------------
|Statements of Financial Position     
|(Expressed in
      Canadian dollars)

|                                       |      |   | As at
      January 31 |  
|-------------------------------------- | ---- | - | ---------------------- | -
|                                       | Note |   | 2015                   |  
|ASSETS                                 |      |   |                        |  
|                                       |      |   |                        |  
|Current assets                         |      |   |                        |  
|Cash and cash equivalents              |      | $ | 271                    |  
|GST receivable                         |      |   | 749                    |  
|Prepaid expenses                       |      |   | -                      |  
|                                       |      |   | 1,020                  |  
|Non-current assets                     |      |   |                        |  
|Credit card security deposit           |      |   | 6,900                  |  
|Equipment                              | 4    |   | 888                    |  
|Exploration and evaluation assets      | 5    |   | 277,341                |  
|                                       |      |   | 285,129                |  
|                                       |      |   |                        |  
|TOTAL ASSETS                           |      | $ | 286,149                |  
|                                       |      |   |                        |  
|LIABILITIES                            |      |   |                        |  
|                                       |      |   |                        |  
|Current liabilities                    |      |   |                        |  
|Trade payables and accrued liabilities | 6    | $ | 27,308                 |  
|Loan payable                           | 7    |   | 39,676                 |  
|Related party payables                 | 8    |   | 120,485                |  
|                                       |      |   |                        |  
|TOTAL LIABILITIES                      |      |   | 187,469                |  
|                                       |      |   |                        |  
|EQUITY                                 |      |   |                        |  
|                                       |      |   |                        |  
|Share capital                          | 9    |   | 3,953,590              |  
|Convertible debt reserve               | 10   |   | 53,357                 |  
|Deficit                                |      |   | (3,908,267             | )
|                                       |      |   |                        |  
|TOTAL EQUITY                           |      |   | 98,680                 |  
|                                       |      |   |                        |  
|TOTAL LIABILITIES AND EQUITY           |      | $ | 286,149                |  

Going concern
    1Subsequent event
    15


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 | 3
|------------------------------------------------------------------------------- | -

---

|ROUGE RESOURCES LTD.                 
|-------------------------------------
|Statements of Comprehensive Loss     
|(Expressed in
      Canadian dollars)

|                                                                           |      |   | Years ended
      January 31, |  
|-------------------------------------------------------------------------- | ---- | - | ----------------------------- | -
|                                                                           | Note |   | 2015                          |  
|Expenses                                                                   |      |   |                               |  
|Amortization                                                               | 4    | $ | 380                           |  
|Consulting services                                                        | 8    |   | 1,600                         |  
|Interest expense                                                           |      |   | 737                           |  
|Listing application expenses                                               |      |   | -                             |  
|Management
      services                                                  | 8    |   | 60,000                        |  
|Office administration and travel                                           | 8    |   | 52,909                        |  
|Professional
      services                                                | 8    |   | 20,731                        |  
|Transfer agent and filing fees                                             |      |   | 18,691                        |  
|                                                                           |      |   |                               |  
|Loss before other item                                                     |      |   | (155,048                      | )
|Other item                                                                 |      |   |                               |  
|Impairment of exploration and evaluation assets                            | 5    |   | (31,500                       | )
|                                                                           |      |   |                               |  
|Net and comprehensive loss                                                 |      | $ | (186,548                      | )
|                                                                           |      |   |                               |  
|Loss per share  basic and diluted                                         | 9    | $ | (0.01                         | )
|                                                                           |      |   |                               |  
|Weighted average number of shares outstanding
          basic and diluted |      |   | 44,633,171                    |  

|The accompanying notes are an integral part of these
      financial statements | 4
|------------------------------------------------------------------------------- | -

---

|ROUGE RESOURCES LTD.                 
|-------------------------------------
|Statement of Changes in Equity       
|(Expressed in
      Canadian dollars)

ConvertibleShare
      capital
    
    
    DebtNote
    
    Number
    
    
    Amount
    
    
    Reserve
    
    
    Deficit
    
    
    TotalBalance at January 31,
      2012
    
    
    40,565,171
    
    $
    3,110,796
    
    $
    53,357
    
    $
    (3,272,837
    )
    $
    (108,684
    )Net loss
    
    
    -
    
    
    -
    
    
    -
    
    
    (239,258
    )
    
    (239,258
    )Shares issued for cash
    9
    
    4,068,000
    
    
    1,017,000
    
    
    -
    
    
    -
    
    
    1,017,000Share issue costs
    9
    
    -
    
    
    (174,206
    )
    
    -
    
    
    -
    
    
    (174,206
    )Balance at January 31,
      2013
    
    
    44,633,171
    
    
    3,953,590
    
    
    53,357
    
    
    (3,512,095
    )
    
    494,852Net
      loss
    
    
    -
    
    
    -
    
    
    -
    
    
    (209,624
    )
    
    (209,624
    )Balance at January 31,
      2014
    
    
    44,633,171
    
    
    3,953,590
    
    
    53,357
    
    
    (3,721,719
    )
    
    285,228Net
      loss
    
    
    -
    
    
    -
    
    
    -
    
    
    (186,548
    )
    
    (186,548
    )Balance at January 31, 2015
    
    
    44,633,171
    
    $
    3,953,590
    
    $
    53,357
    
    $
    (3,908,267
    )
    $
    98,680


|The accompanying notes are an integral part of these
      financial statements | 5
|------------------------------------------------------------------------------- | -

---

|ROUGE RESOURCES LTD.                 
|-------------------------------------
|Statement of Cash Flows              
|(Expressed in
      Canadian dollars)

|                                                      |   | Years ended
      January 31, |  
|----------------------------------------------------- | - | ----------------------------- | -
|                                                      |   | 2015                          |  
|Operating activities                                  |   |                               |  
|Net loss                                              | $ | (186,548                      | )
|Adjustment for non-cash item:                         |   |                               |  
|Amortization                                          |   | 380                           |  
|Impairment of exploration and
      evaluation assets |   | 31,500                        |  
|Changes in non-cash working
      capital items:      |   |                               |  
|GST receivable                                        |   | 676                           |  
|Prepaid expenses                                      |   | -                             |  
|Trade payables and accrued liabilities                |   | 1,701                         |  
|                                                      |   |                               |  
|Net cash flows used in operating activities           |   | (152,291                      | )
|                                                      |   |                               |  
|Investing activities                                  |   |                               |  
|Exploration and evaluation expenditures               |   | (17,834                       | )
|                                                      |   |                               |  
|Net cash flows used in investing activities           |   | (17,834                       | )
|                                                      |   |                               |  
|Financing activities                                  |   |                               |  
|Change in related party payables                      |   | 73,930                        |  
|Shares issued for cash  two
      private placements |   | -                             |  
|Share issue costs  brokered private placement        |   | -                             |  
|                                                      |   |                               |  
|Net cash flows from financing activities              |   | 73,930                        |  
|                                                      |   |                               |  
|Increase (decrease) in cash                           |   | (96,195                       | )
|Cash, beginning                                       |   | 96,466                        |  
|                                                      |   |                               |  
|Cash, ending                                          | $ | 271                           |  

|The accompanying notes are an integral part of these
      financial statements | 6
|------------------------------------------------------------------------------- | -

---

|ROUGE RESOURCES LTD.                                     
|---------------------------------------------------------
|Notes to the Financial Statements                        
|(Expressed in Canadian dollars)                          
|For the years
      ended January 31, 2015, 2014 and 2013

| | 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 in Canada. The Companys shares are traded on the TSX
Venture Exchange (TSX-V) under the symbol ROU and quoted on the OTC:BB in the
United States. The Companys registered and records office is located at Suite
203 - 409 Granville St., Vancouver, British Columbia, V6C 1T2.

These 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 January 31, 2015, 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 Companys 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 casts substantial doubt about the Companys ability to
continue as a going concern. Management intends to finance operating costs over
the next twelve months with 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 presented on its Statements
of Financial Position.

| | 2. | Significant accounting policies and basis of
      preparation
| | -- | --------------------------------------------------------------

These financial statements were
authorized for issue on May 28, 2015 by the directors of the Company.

Statement of compliance with
International Financial Reporting StandardsThese financial
statements comply with International Financial Reporting Standards (IFRS) as
issued by the International Accounting Standards Board (IASB) and
interpretations of the International Financial Reporting Interpretations
Committee (IFRIC).

Basis of preparationThese 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
assumptionsThe preparation of financial statements in
accordance with IFRS requires the Company to make estimates and assumptions
concerning the future. The Companys 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, the recoverability and measurement of deferred tax
assets, and provisions for restoration and environmental obligations and
contingent liabilities.

Significant judgmentsThe 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 Companys financial statements include:

| | - | assessment of the Companys ability to continue
      as a going concern and whether there are events or conditions that may
      give rise to significant uncertainty; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | - | classification / allocation of expenditures as
      exploration and evaluation assets or operating expenses.                                                               

7

---

|ROUGE RESOURCES LTD.                                     
|---------------------------------------------------------
|Notes to the Financial Statements                        
|(Expressed in Canadian dollars)                          
|For the years
      ended January 31, 2015, 2014 and 2013

Foreign currency translation,
transactions and balancesThe 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 Companys 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.

Exploration and evaluation
expendituresCosts 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 period for which the Company has the right to explore
      in the specific area has expired during the period or will expire in the
      near future, and is not expected to be renewed;                                                                     
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                    
| | - | substantive expenditure on further exploration for and
      evaluation of mineral resources in the specific area is neither budgeted
      nor planned;                                                                                                           
| |   |                                                                                                                                                                                                                                                                    
| | - | exploration for and evaluation of mineral resources in
      the specific area have not led to the discovery of commercially viable
      quantities of mineral resources and the entity has decided to discontinue
      such activities in the specific area; and
| |   |                                                                                                                                                                                                                                                                    
| | - | sufficient data exist to indicate that, although a
      development in the specific area is likely to proceed, the carrying amount
      of the exploration and evaluation asset is unlikely to be recovered in
      full from successful development or by sale.

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.

8

---

|ROUGE RESOURCES LTD.                                     
|---------------------------------------------------------
|Notes to the Financial Statements                        
|(Expressed in Canadian dollars)                          
|For the years
      ended January 31, 2015, 2014 and 2013

Development expendituresCosts 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 paymentsThe 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 BlackScholes Option 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 shareBasic
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 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 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 instrumentsThe Company classifies its financial instruments in the following
categories: fair value through profit or loss , 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.

Fair value through profit or loss
investments are either held-for-trading for the purpose of short-term profit
taking, derivatives not held for hedging purposes, or held on a fair value basis
in accordance with a documented risk management or investment strategy when
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. Such assets are subsequently measured at fair value with unrealized
changes in carrying value being included in profit or loss.

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 Companys 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 investments 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.

9

---

|ROUGE RESOURCES LTD.                                     
|---------------------------------------------------------
|Notes to the Financial Statements                        
|(Expressed in Canadian dollars)                          
|For the years
      ended January 31, 2015, 2014 and 2013

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, being the date when the Company 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 assetsThe carrying amount of the Companys 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 assets 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.

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.

CashCash includes
cash on hand and deposits held at call with banks.

10

---

|ROUGE RESOURCES LTD.                                     
|---------------------------------------------------------
|Notes to the Financial Statements                        
|(Expressed in Canadian dollars)                          
|For the years
      ended January 31, 2015, 2014 and 2013

Income taxesCurrent income taxCurrent 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 taxDeferred 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 sharesOn the issuance of flow-through shares, any premium received in excess
of the closing market price of the Companys 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
obligationsThe 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 Companys 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 Companys estimates are reviewed annually for changes in
regulatory requirements, discount rates, effects of inflation and changes in
estimates.

Changes in the net present value,
excluding changes in the Companys 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. These changes are recorded directly to the related
asset with a corresponding entry to the provision. The increase in the
restoration provision due to the passage of time is recognized as interest
expense.

11

---

|ROUGE RESOURCES LTD.                                     
|---------------------------------------------------------
|Notes to the Financial Statements                        
|(Expressed in Canadian dollars)                          
|For the years
      ended January 31, 2015, 2014 and 2013

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 Companys 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.

EquipmentEquipment
is stated at historical cost less accumulated amortization and accumulated
impairment losses.

Subsequent costs are included in the
asset's 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 figuresCertain comparative figures have been reclassified to conform to the
current years 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 introduces new requirements for the classification and measurement of
financial assets, additional changes relating to financial liabilities, a new
general hedge accounting standard which will align hedge accounting more closely
with risk management. 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, 2018 with early
adoption permitted.

New standard IFRS 15 Revenue
from Contracts with Customers

This new standard contains a single
model that applies to contracts with customers and two approaches to recognizing
revenue: at a point in time or over time. The model features a contract-based
five-step analysis of transactions to determine whether, how much and when
revenue is recognized. New estimates and judgmental thresholds have been
introduced, which may affect the amount and/or timing of revenue recognized.
IFRS 15 is effective for annual periods beginning on or after January 1, 2017
with early adoption permitted.

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 Companys financial statements.

12

---

|ROUGE RESOURCES LTD.                                     
|---------------------------------------------------------
|Notes to the Financial Statements                        
|(Expressed in Canadian dollars)                          
|For the years
      ended January 31, 2015, 2014 and 2013

| | 4. | Equipment
| | -- | ---------

| |                             |   |       |  |   | Accumulated  |   |   | Net book |  
| | --------------------------- | - | ----- |  | - | ------------ | - | - | -------- | -
| |                             |   | Cost  |  |   | amortization |   |   | Value    |  
| |                             |   |       |  |   |              |   |   |          |  
| | Balance at January 31, 2012 | $ | 8,710 |  | $ | (6,123       | ) | $ | 2,587    |  
| | Amortization expense        |   | -     |  |   | (776         | ) |   | (776     | )
| | Balance at January 31, 2013 |   | 8,710 |  |   | (6,899       | ) |   | 1,811    |  
| | Amortization expense        |   | -     |  |   | (543         | ) |   | (543     | )
| | Balance at January 31, 2014 |   | 8,710 |  |   | (7,442       | ) |   | 1,268    |  
| | Amortization expense        |   | -     |  |   | (380         | ) |   | (380     | )
| | Balance at January 31, 2015 | $ | 8,710 |  | $ | (7,822       | ) | $ | 888      |  

| | 5. | Exploration and evaluation
assets
| | -- | ---------------------------------

The following table summarizes the
amounts expended on exploration and evaluation assets as at and for the years
ended January 31:

North-Central Ontario
    
    
    Totals for years ended January 31,Dotted
    
    
    LampsonLake mining
    
    
    Lake mining
    
    
    2015
    
    
    2014
    
    
    2013claims
    
    
    claimsProperty acquisition costsBalance, beginning
    $
    24,607
    
    $
    49,533
    
    $
    74,140
    
    $
    61,640
    
    $
    36,294Expenditures
    
    4,400
    
    
    12,500
    
    
    16,900
    
    
    12,500
    
    
    25,346Impairment
    
    (24,607
    )
    
    (2,820
    )
    
    (27,427
    )
    
    -
    
    
    -Balance,
      ending
    
    4,400
    
    
    59,213
    
    
    63,613
    
    
    74,140
    
    
    61,640Exploration and evaluation costsBalance, beginning
    
    216,867
    
    
    -
    
    
    216,867
    
    
    206,934
    
    
    176,585ExpendituresField and camp costs
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    21,477Geological consulting
      and reporting
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    3,488Geo-referencing
    
    -
    
    
    -
    
    
    -
    
    
    9,933
    
    
    -Project administration
    
    934
    
    
    -
    
    
    934
    
    
    -
    
    
    3,606Soil sample analysis
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    1,778Impairment
    
    (4,073
    )
    
    -
    
    
    (4,073
    )
    
    -
    
    
    -(3,139
    )
    
    -
    
    
    (3,139
    )
    
    9,933
    
    
    30,349Balance, ending
    
    213,728
    
    
    -
    
    
    213,728
    
    
    216,867
    
    
    206,934Total balance, ending
    $
    218,128
    
    $
    59,213
    
    $
    277,341
    
    $
    291,007
    
    $
    268,574


13

---

|ROUGE RESOURCES LTD.                                     
|---------------------------------------------------------
|Notes to the Financial Statements                        
|(Expressed in Canadian dollars)                          
|For the years
      ended January 31, 2015, 2014 and 2013

On April 20, 2010, a director of the
Company entered into an exclusive option agreement with local prospectors
(Optionors) on behalf of the Company in order to acquire 100% interest in two
additional claims adjacent to the Dotted Lake Property, known as the Lampson
Lake Property. Option payments totaling $60,000 were required as follows: $7,000
payment when the agreement was signed on April 20, 2010 (paid); $12,000 payment
on April 20, 2011 (paid); $16,000 payment on April 20, 2012 (paid); 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 was paid 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.

In addition and primarily due to
continuing uncertainty in the market conditions of the junior mining exploration
sector, the Company started a claims reconfiguration plan on its Dotted Lake
Property and adjacent Lampson Lake Property during the year ended January 31,
2015 and completed it subsequent to the year end in May 2015. The plan was
designed to focus entirely on claims of merit and resulted in certain claims
being allowed to lapse, certain claims being partially re-staked, and certain
land positions were modified or increased. As a result of these changes, the
Company paid $4,400 during the year ended January 31, 2015 and $7,000 subsequent
to January 31, 2015 (Note 15). The Company recorded an impairment charge of
$31,500 representing the portion of lapsed claims.

| | 6. | Trade payables and accrued
  liabilities
| | -- | ----------------------------------------

Trade payables and accrued liabilities
included in the Statement of Financial Position are as follows:

| |                           |   | As at January
      31, | 
| | ------------------------- | - | ----------------------- | 
| |                           |   | 2015                    | 
| |                           |   |                         | 
| | Trade payables            | $ | 16,943                  | 
| | Accrued
      liabilities |   | 10,365                  | 
| |                           | $ | 27,308                  | 

| | 7. | Loan payable
| | -- | ------------

This $39,676 debt to a former
professional advisor is unsecured and non-interest bearing is a current
liability but to date there has been no demand for repayment.

| | 8. | Related party payables and
  transactions
| | -- | -----------------------------------------

Related party payables included in the
Statement of Financial Position are as follows:

| |                                                                       |   | As at January
      31, | 
| | --------------------------------------------------------------------- | - | ----------------------- | 
| |                                                                       |   | 2015                    | 
| | Payable to Company directors or companies controlled by its directors | $ | 120,485                 | 

These amounts are non-interest bearing
and unsecured with no fixed term of repayment.

14

---

|ROUGE RESOURCES LTD.                                     
|---------------------------------------------------------
|Notes to the Financial Statements                        
|(Expressed in Canadian dollars)                          
|For the years
      ended January 31, 2015, 2014 and 2013

The Company had the following
transactions with its directors or companies controlled by its directors during
the years:

| |                             |   | Years ended January 31, | 
| | --------------------------- | - | ----------------------- | 
| |                             |   | 2015                    | 
| | Consulting services         | $ | 1,600                   | 
| | Management services         |   | 60,000                  | 
| | Office rent                 |   | 30,000                  | 
| | Professional
      services |   | 8,113                   | 
| |                             | $ | 99,713                  | 

Key management personnel compensation:

| |                             |   | Years ended January 31, | 
| | --------------------------- | - | ----------------------- | 
| |                             |   | 2015                    | 
| | Management services         | $ | 60,000                  | 
| | Professional
      services |   | 8,113                   | 
| |                             | $ | 68,113                  | 

| | 9. | Share capital
| | -- | -------------

Authorized share capitalThe Companys authorized share capital consisted of an unlimited
number of common shares without par value.

Issued share capitalAs at January 31, 2015, there were 44,633,171 issued and fully paid
common shares outstanding (January 31, 2014 and 2013  44,633,171) of which
1,894,800 shares remained in escrow (January 31, 2014 and 2013  3,789,600),
subject to release following regulatory approval.

Private placementsNo
shares were issued during the years ended January 31, 2015 and 2014.

During the year ended January 31, 2013,
the Company completed two private placements, one brokered and the other
non-brokered, of 4,068,000 units for combined gross proceeds of $1,017,000.
Share issuance costs of $174,206 were incurred in relation to the brokered
private placement.

Basic and diluted loss per
shareThe calculation of basic and diluted loss per share for
year ended January 31, 2015 was based on the net loss attributable to common
shareholders of $186,548 (January 31, 2014 - $209,624; January 31, 2013 -
$239,258) and the weighted average number of common shares outstanding of
44,633,171 (January 31, 2014  44,633,171 and January 31, 2013  42,299,073).
The diluted loss per share will not include the effect of any share purchase
warrants outstanding in the future since the effect would be
anti-dilutive.

Stock optionsThe
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 Companys issued
and outstanding common shares. Such options will be exercisable for a period of
up to 10 years from the date of grant at a price not less than the closing price
of the Companys 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
optionees position with the Company or 30 days following cessation of an
optionee conducting investor relations activities.

15

---

|ROUGE RESOURCES LTD.                                     
|---------------------------------------------------------
|Notes to the Financial Statements                        
|(Expressed in Canadian dollars)                          
|For the years
      ended January 31, 2015, 2014 and 2013

As at January 31, 2015, 2014 and 2013,
there were no stock options outstanding.

Share purchase warrantsShare purchase warrants outstanding are as follows:

| |                    |  |                   |  |  |              |  |  | Years ended January 31, |   |   |          |  |  |             |  
| | ------------------ |  | ----------------- |  |  | ------------ |  |  | ----------------------- | - | - | -------- |  |  | ----------- | -
| |                    |  | **2015**          |  |  | 2014         |  |  | 2013                    |  
| |                    |  | **Number
    of** |  |  | **Exercise** |  |  | Number of               |   |   | Exercise |  |  | Number of   |  
| |                    |  | **warrants**      |  |  | price        |  |  | warrants                |   |   | price    |  |  | warrants    |  
| |                    |  |                   |  |  |              |  |  |                         |   |   |          |  |  |             |  
| | Balance, beginning |  | -                 |  |  | -            |  |  | 4,068,000               |   | $ | 0.40     |  |  | 30,000,000  |  
| | Warrants issued    |  | -                 |  |  | -            |  |  | -                       |   |   | -        |  |  | 4,068,000   |  
| | Warrants expired   |  | -                 |  |  | -            |  |  | (4,068,000              | ) |   | 0.40     |  |  | (30,000,000 | )
| |                    |  |                   |  |  |              |  |  |                         |   |   |          |  |  |             |  
| | Balance, ending    |  | -                 |  |  | -            |  |  | -                       |   | $ | -        |  |  | 4,068,000   |  

| | 10. | Convertible debt reserve
| | --- | ------------------------

The convertible debt reserve records
the fair value of equity component until such time the debt is converted to
common shares, at which time the corresponding amount is transferred to share
capital.

| | 11. | Income tax recovery and deferred tax
  assets
| | --- | ---------------------------------------------

A reconciliation of the expected income
tax recovery to the actual income tax recovery is as follows:

| |                                                              |   | Years ended January 31, |  
| | ------------------------------------------------------------ | - | ----------------------- | -
| |                                                              |   | 2015                    |  
| | Loss before income taxes                                     | $ | 186,548                 |  
| | Combined
      statutory tax rate                            |   | 26.0%                   |  
| | Expected income tax recovery at the
      statutory tax rate |   | (48,502                 | )
| | Adjustments resulting from:                                  |   |                         |  
| | Temporary differences                                        |   | 1,158                   |  
| | Impact of change in tax rates                                |   | (21,784                 | )
| | Change in valuation allowance                                |   | 69,128                  |  
| | Income tax
      recovery                                    | $ | -                       |  

The Companys deferred income tax
assets are estimated as follows:

| |                                                  |   | Years ended January 31, |  
| | ------------------------------------------------ | - | ----------------------- | -
| |                                                  |   | 2015                    |  
| | Non-capital losses carried-forward               | $ | 535,023                 |  
| | Share issuance costs                             |   | 18,118                  |  
| | Equipment                                        |   | 395                     |  
| | Resource
      development and exploration costs |   | 60,190                  |  
| | Net potential deferred income tax asset          |   | 613,726                 |  
| | Valuation
      allowance                        |   | (613,726                | )
| | Net deferred income tax asset                    | $ | -                       |  

16

---

|ROUGE RESOURCES LTD.                                     
|---------------------------------------------------------
|Notes to the Financial Statements                        
|(Expressed in Canadian dollars)                          
|For the years
      ended January 31, 2015, 2014 and 2013

A valuation allowance has been used to
offset the net potential benefit related to the future tax assets due to the
uncertainty associated with the ultimate realization of the non-capital losses
and resources pool before expiry.

The tax pools relating to these
deductible temporary differences expire as follows:

| |                 |   | Canadian non-  |  |   | Resources |  |   |           |  |   | Share          | 
| | --------------- | - | -------------- |  | - | --------- |  | - | --------- |  | - | -------------- | 
| |                 |   | capital losses |  |   | Pool      |  |   | Equipment |  |   | issuance 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        |  |   | -         |  |   | -         |  |   | -              | 
| | 2034            |   | 240,001        |  |   | -         |  |   | -         |  |   | -              | 
| | 2035            |   | 190,044        |  |   |           |  |   |           |  |   |                | 
| | No
      expiry |   | -              |  |   | 508,841   |  |   | 2,407     |  |   | 69,683         | 
| |                 | $ | 2,057,780      |  | $ | 508,841   |  | $ | 2,407     |  | $ | 69,683         | 

| | 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 provided
as follows:

Credit riskCredit
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 Companys
primary exposure to credit risk is on its cash held in bank accounts and its
credit and security deposit. The Companys 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.

Liquidity riskLiquidity 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
Companys 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 Companys
access to financing is always uncertain and there can be no assurance of
continued access to significant funding from these sources.

Foreign exchange
riskForeign 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 Companys 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.

17

---

|ROUGE RESOURCES LTD.                                     
|---------------------------------------------------------
|Notes to the Financial Statements                        
|(Expressed in Canadian dollars)                          
|For the years
      ended January 31, 2015, 2014 and 2013

Interest rate riskInterest 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 Companys 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 Companys cash account.

Classification of financial
instrumentsFinancial assets included in the Statements of Financial
Position are as follows:

| |                                 |   | As at January 31, | 
| | ------------------------------- | - | ----------------- | 
| |                                 |   | 2015              | 
| | Loans and receivables:          |   |                   | 
| | Cash and cash
      equivalents | $ | 271               | 
| | Credit card security deposit    |   | 6,900             | 
| |                                 | $ | 7,171             | 

Financial liabilities included in the
Statements of Financial Position are as follows:

| |                                       |   | As at January 31, | 
| | ------------------------------------- | - | ----------------- | 
| |                                       |   | 2015              | 
| | Non-derivative financial liabilities: |   |                   | 
| | Trade payables                        | $ | 16,943            | 
| | Loan payable                          |   | 39,676            | 
| | Related party payables                |   | 120,485           | 
| |                                       | $ | 177,104           | 

Fair valueThe fair
value of the Companys financial assets and liabilities approximate the carrying
amounts.

| | 13. | Capital management
| | --- | ------------------

The Company's policy is to maintain a
sufficient capital base so as to maintain investor and creditor confidence,
safeguard the Companys ability to support its exploration and development
expenditures and to sustain future development of its business. The capital
structure of the Company consists of 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 exploration and development of mineral
properties, currently all located in Canada.

| | 15. | Subsequent event
| | --- | ----------------

The Company paid $7,000 subsequent to
the year end in order to complete its claims reconfiguration plan of the Dotted
Lake-Lampson Lake Property and thereby keep its new claims in good standing
until January, March and May 2017.

18

---