---

ROUGE RESOURCES LTD.(An Exploration Stage
Company)FINANCIAL STATEMENTSYEARS ENDED
JANUARY 31, 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, 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 that 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, 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 significant doubt about the
Companys ability to continue as a going concern.

DALE MATHESON CARR-HILTON
LABONTE LLP CHARTERED ACCOUNTANTS

Vancouver, Canada May 21, 2014



---

|ROUGERESOURCESLTD.              
|--------------------------------
|Statements of Financial Position
|(Expressed in Canadian dollars) 

| |                                              |  |      |  |   | January 31, |   |   | January 31, |  
| | -------------------------------------------- |  | ---- |  | - | ----------- | - | - | ----------- | -
| |                                              |  | Note |  |   | 2014        |   |   | 2013        |  
| | ASSETS                                       |  |      |  |   |             |   |   |             |  
| |                                              |  |      |  |   |             |   |   |             |  
| | Current assets                               |  |      |  |   |             |   |   |             |  
| | Cash                                         |  |      |  | $ | 96,466      |   | $ | 301,845     |  
| | GST receivable                               |  |      |  |   | 1,425       |   |   | 4,122       |  
| | Prepaid expenses                             |  |      |  |   | -           |   |   | 1,625       |  
| |                                              |  |      |  |   | 97,891      |   |   | 307,592     |  
| |                                              |  |      |  |   |             |   |   |             |  
| | Non-current assets                           |  |      |  |   |             |   |   |             |  
| | Credit card security deposit                 |  |      |  |   | 6,900       |   |   | 6,900       |  
| | Equipment                                    |  | 4    |  |   | 1,268       |   |   | 1,811       |  
| | Exploration and evaluation assets            |  | 5    |  |   | 291,007     |   |   | 268,574     |  
| |                                              |  |      |  |   | 299,175     |   |   | 277,285     |  
| |                                              |  |      |  |   |             |   |   |             |  
| | TOTAL ASSETS                                 |  |      |  | $ | 397,066     |   | $ | 584,877     |  
| |                                              |  |      |  |   |             |   |   |             |  
| | LIABILITIES                                  |  |      |  |   |             |   |   |             |  
| |                                              |  |      |  |   |             |   |   |             |  
| | Current liabilities                          |  |      |  |   |             |   |   |             |  
| | Trade payables and accrued
      liabilities |  | 6    |  | $ | 25,607      |   | $ | 38,883      |  
| | Loan payable                                 |  | 7    |  |   | 39,676      |   |   | 39,676      |  
| | Related party payables                       |  | 8    |  |   | 46,555      |   |   | 11,466      |  
| |                                              |  |      |  |   |             |   |   |             |  
| | TOTAL LIABILITIES                            |  |      |  |   | 111,838     |   |   | 90,025      |  
| |                                              |  |      |  |   |             |   |   |             |  
| | EQUITY                                       |  |      |  |   |             |   |   |             |  
| |                                              |  |      |  |   |             |   |   |             |  
| | Share capital                                |  | 9    |  |   | 3,953,590   |   |   | 3,953,590   |  
| | Convertible debt reserve                     |  | 10   |  |   | 53,357      |   |   | 53,357      |  
| | Deficit                                      |  |      |  |   | (3,721,719  | ) |   | (3,512,095  | )
| |                                              |  |      |  |   |             |   |   |             |  
| | TOTAL EQUITY                                 |  |      |  |   | 285,228     |   |   | 494,852     |  
| |                                              |  |      |  |   |             |   |   |             |  
| | TOTAL LIABILITIES AND EQUITY                 |  |      |  | $ | 397,066     |   | $ | 584,877     |  

| | Going concern    | 1  | 
| | ---------------- | -- | 
| | Subsequent 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 | F-3
| | ------------------------------------------------------------------------- | ---

---

|ROUGERESOURCESLTD.              
|--------------------------------
|Statements of Comprehensive Loss
|(Expressed in Canadian dollars) 
|                                

Years ended January 31,Note
    
    
    2014
    
    
    2013ExpensesAmortization
    
    4
    
    $
    543
    
    $
    776Consulting fees
    
    8
    
    
    5,800
    
    
    5,670Listing application expenses
    
    
    
    
    402
    
    
    62,601Management
      services
    
    8
    
    
    60,000
    
    
    60,000Office administration and travel
    
    8
    
    
    74,694
    
    
    44,506Professional
      fees
    
    8
    
    
    44,368
    
    
    47,705Transfer agent and filing fees
    
    
    
    
    23,817
    
    
    18,000Net and comprehensive loss
    
    
    
    $
    (209,624
    )
    $
    (239,258
    )Loss per share  basic and diluted
    
    9
    
    $
    (0.00
    )
    $
    (0.01
    )Weighted average number of shares outstanding  basic
      and diluted
    
    
    
    
    44,633,171
    
    
    42,299,073


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

---

|ROUGERESOURCESLTD.             
|-------------------------------
|Statements 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 and comprehensive loss
    
    
    
    
    -
    
    
    -
    
    
    -
    
    
    (239,258
    )
    
    (239,258
    )Shares issued for cash 
      private placement
    
    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
      and comprehensive loss
    
    
    
    
    -
    
    
    -
    
    
    -
    
    
    (209,624
    )
    
    (209,624
    )Balance at January 31, 2014
    
    
    
    
    44,633,171
    
    $
    3,953,590
    
    $
    53,357
    
    $
    (3,721,719
    )
    $
    285,228


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

---

|ROUGERESOURCESLTD.             
|-------------------------------
|Statements of Cash Flows       
|(Expressed in Canadian dollars)

Years ended January 31,2014
    
    
    2013Operating activitiesNet loss
    $
    (209,624
    )
    $
    (239,258
    )Adjustment for non-cash item:Amortization
    
    543
    
    
    776Changes in non-cash working
      capital items:GST receivable
    
    2,697
    
    
    (1,171
    )Prepaid expenses
    
    1,625
    
    
    (1,625
    )Trade payables and accrued liabilities
    
    (13,276
    )
    
    (19,147
    )Net cash flows used in operating activities
    
    (218,035
    )
    
    (260,425
    )Investing activitiesExploration and evaluation expenditures
    
    (22,433
    )
    
    (55,695
    )Net cash flows used in investing activities
    
    (22,433
    )
    
    (55,695
    )Financing activitiesChange in related party payables
    
    35,089
    
    
    (242,652
    )Shares issued for cash 
      private placement
    
    -
    
    
    1,017,000Share issue costs
    
    -
    
    
    (174,206
    )Net cash flows from financing activities
    
    35,089
    
    
    600,142Increase (decrease) in cash
    
    (205,379
    )
    
    284,022Cash, beginning
    
    301,845
    
    
    17,823Cash, ending
    $
    96,466
    
    $
    301,845


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

---

|ROUGERESOURCESLTD.                           
|---------------------------------------------
|Notes to the Financial Statements            
|(Expressed in Canadian dollars)              
|For the years ended January 31, 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, 2014, 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 cast significant 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 21, 2014 by the directors of the Company.

Statement of compliance with
International Financial Reporting StandardsThe financial statements
of the Company 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.                                                               

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.

F-7

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

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.

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.

F-8

---

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

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.

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. 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.

F-9

---

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

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.

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.

F-10

---

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

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.

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.

F-11

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

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 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. The proposed effective date of IFRS 9 is for annual periods beginning on or
after January 1, 2018.

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 Companys financial statements.

| | 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    |  

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

The following table summarizes the
amounts expended on exploration and evaluation assets for the years ended
January 31, 2014 and 2013:

F-12

---

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

Total for
    
    
    Total forNorth-Central Ontario
    
    
    year ended
    
    
    year endedDotted Lake
    
    
    Lampson
    
    
    January 31,
    
    
    January 31,mining claims
    
    
    Lake mining claims
    
    
    2014
    
    
    2013Property acquisition
      costsBalance, beginning
    $
    24,607
    
    $
    37,033
    
    $
    61,640
    
    $
    36,294Additions
    
    -
    
    
    12,500
    
    
    12,500
    
    
    25,346Balance, ending
    
    24,607
    
    
    49,533
    
    
    74,140
    
    
    61,640Exploration and evaluation costsBalance, beginning
    
    206,934
    
    
    -
    
    
    206,934
    
    
    176,585AdditionsField and camp
      costs
    
    -
    
    
    -
    
    
    -
    
    
    21,477Geological consulting and
      reporting
    
    -
    
    
    -
    
    
    -
    
    
    3,488Geo-referencing
    
    9,933
    
    
    -
    
    
    9,933
    
    
    -Project administration
    
    -
    
    
    -
    
    
    -
    
    
    3,606Soil sample analysis
    
    -
    
    
    -
    
    
    -
    
    
    1,7789,933
    
    
    -
    
    
    9,933
    
    
    30,349Balance, ending
    
    216,867
    
    
    -
    
    
    216,867
    
    
    206,934Total balance, ending
    $
    241,474
    
    $
    49,533
    
    $
    291,007
    
    $
    268,574


During the year ended January 31, 2014
and in response to the new GPS standards for unpatented claims issued by the
Ontario Ministry of Northern Development and Mines, the Company expended $9,933
to provide upgraded geo-referenced location information on its sixteen Dotted
Lake claims

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 (Note 15).

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.

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

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

As at January 31,2014
    
    
    2013Trade payables
    $
    10,367
    
    $
    17,958Accrued liabilities
    
    15,240
    
    
    20,925$
    25,607
    
    $
    38,883


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

This $39,676 debt to a former
professional advisor is unsecured and non-interest bearing. The balance was due
after July 31, 2013; however there has been no demand for repayment.

F-13

---

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

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

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

As at January 31,2014
    
    
    2013Payable to Company directors and companies controlled by
      its directors
    $
    46,555
    
    $
    11,466


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

The following transactions with company
directors and companies controlled by its directors in the Statements of
Comprehensive Loss are as follows:

| |                     |   | Year ended January 31, | 
| | ------------------- | - | ---------------------- | 
| |                     |   | 2014                   | 
| |                     |   |                        | 
| | Consulting fees     | $ | 2,800                  | 
| | Management services |   | 60,000                 | 
| | Office rent         |   | 30,000                 | 
| | Professional fees   |   | 16,170                 | 
| |                     | $ | 108,970                | 

Key management personnel compensation:

| |                     |   | Year ended January 31, | 
| | ------------------- | - | ---------------------- | 
| |                     |   | 2014                   | 
| | Management services | $ | 60,000                 | 
| | Professional fees   |   | 16,170                 | 
| |                     | $ | 76,170                 | 

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

Authorized share capitalUnlimited number of common shares without par value.

Issued share capitalAt January 31, 2014, 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 following regulatory approval.

Private placementsOn
August 28, 2012, 4,068,000 units were issued in connection with the closure of
two private placements, one brokered and the other non-brokered. The brokered
private placement raised $829,000 (3,316,000 units) through Canaccord Genuity
Corp. (the Agent) and the non-brokered private placement raised $188,000
(752,000 units) for combined gross proceeds of $1,017,000 (4,068,000 units).
Each unit of the Company was issued for $0.25 consisting of one common share and
one transferrable share purchase warrant. Each warrant entitles the holder to
acquire one additional common share of the Company at a price of $0.40 per share
for a period of one year from the date of closing. No fair value was attributed
to the warrants. Share issuance costs of $174,206 were incurred in relation to
the brokered private placement.

F-14

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

Basic and diluted loss per
shareThe calculation of basic and diluted loss per share for
year ended January 31, 2014 was based on the net and comprehensive loss
attributable to common shareholders of $209,624 (January 31, 2013 - $239,258)
and the weighted average number of common shares outstanding of 44,633,171
(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 5 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.

At January 31, 2014 and 2013, there
were no stock options outstanding.

Share purchase warrantsThe changes in warrants outstanding are as follows:

Year ended January 31, 2014
    
    
    Year ended January 31, 2013Number of warrants
    
    
    Exercise price
    
    
    Number of warrants
    
    
    Exercise priceBalance, beginning
    
    4,068,000
    
    $
    0.40
    
    
    30,000,000
    
    $
    0.10Warrants issued
    
    
    
    
    
    
    
    4,068,000
    
    
    0.40Warrants expired
    
    (4,068,000
    )
    
    0.40
    
    
    (30,000,000
    )
    
    0.10Balance, ending
    
    -
    
    $
    -
    
    
    4,068,000
    
    $
    0.40


| | 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 tax recovery and deferred tax
  assets
| | --- | ---------------------------------------------

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

Year Ended
    
    
    Year EndedJanuary 31,
    
    
    January 31, 20132014Loss before income taxes
    $
    209,624
    
    $
    239,258Combined statutory tax rate
    
    26%
    
    
    25%Expected income tax recovery
      at the statutory tax rate
    
    (54,502
    )
    
    (59,815
    )Adjustments resulting from:Temporary differences
    
    -
    
    
    (43,549
    )Impact of change
      in tax rates
    
    2,096
    
    
    -Change in valuation allowance
    
    52,406
    
    
    103,364Income tax recovery
    $
    -
    
    $
    -


F-15

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

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

January 31,
    
    
    January 31,2014
    
    
    2013Non-capital losses
      carried-forward
    $
    468,048
    
    $
    406,934Share issuance costs
    
    26,265
    
    
    35,109Equipment
    
    285
    
    
    149Resource development and exploration costs
    
    50,000
    
    
    50,000Net potential deferred income
      tax asset
    
    544,598
    
    
    492,192Valuation allowance
    
    (544,598
    )
    
    (492,192
    )Net deferred income tax asset
    $
    -
    
    $
    -


A valuation allowance has been provided
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 resource allowances before expiry. The tax pools relating to these
deductible temporary differences expire as follows:

Canadian non-
    
    
    Resources
    
    
    
    
    
    Share issuancecapital losses
    
    
    pool
    
    
    Equipment
    
    
    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
    
    244,457
    
    
    -
    
    
    -
    
    
    -No expiry
    
    -
    
    
    491,007
    
    
    2,407
    
    
    105,059$
    1,872,192
    
    $
    491,007
    
    $
    2,407
    
    $
    105,059


| | 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:

F-16

---

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

***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 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. The Companys secondary exposure to risk is on
its GST receivable is minimal since it is refundable from the Canadian
Government.

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.

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, | 
| | ---------------------------- | - | ----------------- | 
| |                              |   | 2014              | 
| | Loans and receivables:       |   |                   | 
| | Cash                         | $ | 96,466            | 
| | Credit card security deposit |   | 6,900             | 
| |                              |   |                   | 
| |                              | $ | 103,366           | 

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

| |                                             |   | As at January 31, | 
| | ------------------------------------------- | - | ----------------- | 
| |                                             |   | 2014              | 
| | Non-derivative financial
      liabilities: |   |                   | 
| | Trade payables                              | $ | 10,367            | 
| | Loan payable                                |   | 39,676            | 
| | Related party payables                      |   | 46,555            | 
| |                                             | $ | 96,598            | 

F-17

---

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

Fair value

The fair
  value of the Companys 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:

| |  | Level 1  Unadjusted quoted prices in active markets for
      identical assets or liabilities;                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------
| |  | Level 2  Inputs other than quoted prices that are
      observable for the asset or liability either directly or indirectly; and
| |  | Level 3  Inputs that are not based on
      observable market data.                                                             

| | 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 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 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
| | --- | ----------------

In April 2014, the Company paid the
final $12,500 pursuant to the Lampson Lake option agreement (Note 5).

F-18

---