---

|ROUGE RESOURCES LTD.                       
|-------------------------------------------
|                                           
|(An Exploration Stage Company)             
|                                           
|FINANCIAL STATEMENTS                       
|                                           
|YEARS ENDED JANUARY 31, 2014, 2013 AND 2012
|                                           
|(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, 2013 and 2012, 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, 2013 and 2012, 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 the
Companys ability to continue as a going concern.

|                  |                                      
|----------------- | -------------------------------------
|                  | DALE MATHESON CARR-HILTON LABONTE LLP
|                  | CHARTERED ACCOUNTANTS                
|Vancouver, Canada |                                      
|May 21, 2014      |                                      



---

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

|                                             |  |      |  |   | As at January 31 |  
|-------------------------------------------- |  | ---- |  | - | ---------------- | -
|                                             |  | Note |  |   | 2014             |  
|ASSETS                                       |  |      |  |   |                  |  
|                                             |  |      |  |   |                  |  
|Current assets                               |  |      |  |   |                  |  
|Cash                                         |  |      |  | $ | 96,466           |  
|GST/HST receivable                           |  |      |  |   | 1,425            |  
|Prepaid expenses                             |  |      |  |   | -                |  
|                                             |  |      |  |   | 97,891           |  
|Non-current assets                           |  |      |  |   |                  |  
|Credit card security deposit                 |  |      |  |   | 6,900            |  
|Equipment                                    |  | 4    |  |   | 1,268            |  
|Exploration and evaluation assets            |  | 5    |  |   | 291,007          |  
|                                             |  |      |  |   | 299,175          |  
|                                             |  |      |  |   |                  |  
|TOTAL ASSETS                                 |  |      |  | $ | 397,066          |  
|                                             |  |      |  |   |                  |  
|LIABILITIES                                  |  |      |  |   |                  |  
|                                             |  |      |  |   |                  |  
|Current liabilities                          |  |      |  |   |                  |  
|Trade payables and accrued
      liabilities |  | 6    |  | $ | 25,607           |  
|Loan payable                                 |  | 7    |  |   | 39,676           |  
|Related party payables                       |  | 8    |  |   | 46,555           |  
|                                             |  |      |  |   | 111,838          |  
|Non-current liability                        |  |      |  |   |                  |  
|Loan
      payable                           |  | 7    |  |   | -                |  
|                                             |  |      |  |   |                  |  
|TOTAL LIABILITIES                            |  |      |  |   | 111,838          |  
|                                             |  |      |  |   |                  |  
|EQUITY                                       |  |      |  |   |                  |  
|                                             |  |      |  |   |                  |  
|Share capital                                |  | 9    |  |   | 3,953,590        |  
|Convertible debt reserve                     |  | 10   |  |   | 53,357           |  
|Deficit                                      |  |      |  |   | (3,721,719       | )
|                                             |  |      |  |   |                  |  
|TOTAL EQUITY (DEFICIT)                       |  |      |  |   | 285,228          |  
|                                             |  |      |  |   |                  |  
|TOTAL LIABILITIES AND EQUITY                 |  |      |  | $ | 397,066          |  
|                                             |  |      |  |   |                  |  
|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 | 3
|------------------------------------------------------------------------------- | -

---

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

|                                                                        |  |      |  |   | Years ended January 31, |  
|----------------------------------------------------------------------- |  | ---- |  | - | ----------------------- | -
|                                                                        |  | Note |  |   | 2014                    |  
|Expenses                                                                |  |      |  |   |                         |  
|Amortization                                                            |  | 4    |  | $ | 543                     |  
|Consulting fees                                                         |  | 8    |  |   | 5,800                   |  
|Listing application expenses                                            |  |      |  |   | 402                     |  
|Management
      services                                               |  | 8    |  |   | 60,000                  |  
|Office administration and travel                                        |  | 8    |  |   | 74,694                  |  
|Professional
      fees                                                 |  | 8    |  |   | 44,368                  |  
|Transfer agent and filing fees                                          |  |      |  |   | 23,817                  |  
|                                                                        |  |      |  |   |                         |  
|Net and comprehensive loss                                              |  |      |  | $ | (209,624                | )
|                                                                        |  |      |  |   |                         |  
|Loss per share  basic and diluted                                      |  | 9    |  | $ | (0.00                   | )
|                                                                        |  |      |  |   |                         |  
|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.           
|-------------------------------
|Statements of Changes in Equity
|(Expressed in Canadian dollars)

ConvertibleShare
      capital
    
    
    DebtNote
    
    
    Number
    
    
    Amount
    
    
    Reserve
    
    
    Deficit
    
    
    TotalBalance at January 31,
      2011
    
    
    
    
    40,565,171
    
    $
    3,110,796
    
    $
    53,357
    
    $
    (2,993,553
    )
    $
    170,600Net
      and comprehensive loss
    
    
    
    
    -
    
    
    -
    
    
    -
    
    
    (279,284
    )
    
    (279,284
    )Balance 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 | 5
|------------------------------------------------------------------------------- | -

---

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

|                                                 |   | Years ended January 31, |  
|------------------------------------------------ | - | ----------------------- | -
|                                                 |   | 2014                    |  
|Operating activities                             |   |                         |  
|Net loss                                         | $ | (209,624                | )
|Adjustment for non-cash item:                    |   |                         |  
|Amortization                                     |   | 543                     |  
|Changes in non-cash working
      capital items: |   |                         |  
|GST/HST receivable                               |   | 2,697                   |  
|Prepaid expenses                                 |   | 1,625                   |  
|Trade payables and accrued liabilities           |   | (13,276                 | )
|                                                 |   |                         |  
|Net cash flows used in operating activities      |   | (218,035                | )
|                                                 |   |                         |  
|Investing activities                             |   |                         |  
|Exploration and evaluation
      expenditures    |   | (22,433                 | )
|Equipment expenditures                           |   | -                       |  
|                                                 |   |                         |  
|Net cash flows used in investing activities      |   | (22,433                 | )
|                                                 |   |                         |  
|Financing activities                             |   |                         |  
|Change in related party
      payables           |   | 35,089                  |  
|Shares issued for cash  private placement       |   | -                       |  
|Share issue costs                                |   | -                       |  
|                                                 |   |                         |  
|Net cash flows from financing activities         |   | 35,089                  |  
|                                                 |   |                         |  
|Increase (decrease) in cash                      |   | (205,379                | )
|Cash, beginning                                  |   | 301,845                 |  
|                                                 |   |                         |  
|Cash, ending                                     | $ | 96,466                  |  

|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, 2014, 2013 and 2012

|1. | Nature and continuance of
  operations
|-- | --------------------------------------

Rouge Resources Ltd (the Company) was incorporated on March
31, 1988 under the laws of the province of British Columbia, Canada, and its
principal activity is the acquisition and exploration of mineral properties 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.                                                               

7

---

|ROUGE RESOURCES LTD.                                     
|---------------------------------------------------------
|Notes to the Financial Statements                        
|(Expressed in Canadian dollars)                          
|For the years
      ended January 31, 2014, 2013 and 2012

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, 2014, 2013 and 2012

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, 2014, 2013 and 2012

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.

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, 2014, 2013 and 2012

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

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|ROUGE RESOURCES LTD.                                     
|---------------------------------------------------------
|Notes to the Financial Statements                        
|(Expressed in Canadian dollars)                          
|For the years
      ended January 31, 2014, 2013 and 2012

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 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.

12

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|ROUGE RESOURCES LTD.                                     
|---------------------------------------------------------
|Notes to the Financial Statements                        
|(Expressed in Canadian dollars)                          
|For the years
      ended January 31, 2014, 2013 and 2012

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

|                            |   |       |  |   | Accumulated  |   |   | Net book |  
|--------------------------- | - | ----- |  | - | ------------ | - | - | -------- | -
|                            |   | Cost  |  |   | amortization |   |   | Value    |  
|                            |   |       |  |   |              |   |   |          |  
|Balance at January 31, 2011 | $ | 8,001 |  | $ | (5,115       | ) | $ | 2,886    |  
|Additions                   |   | 709   |  |   | -            |   |   | 709      |  
|Amortization expense        |   | -     |  |   | (1,008       | ) |   | (1,008   | )
|                            |   |       |  |   |              |   |   |          |  
|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, 2013 and
2012:

North-Central Ontario
    
    
    Totals for years ended January 31,Dotted
    
    
    LampsonLake mining
    
    
    Lake mining
    
    
    2014
    
    
    2013
    
    
    2012claims
    
    
    claimsProperty acquisition
      costsBalance, beginning
    $
    24,607
    
    $
    37,033
    
    $
    61,640
    
    $
    36,294
    
    $
    24,294Additions
    
    -
    
    
    12,500
    
    
    12,500
    
    
    25,346
    
    
    12,000Balance, ending
    
    24,607
    
    
    49,533
    
    
    74,140
    
    
    61,640
    
    
    36,294Exploration and evaluation
      costsBalance, beginning
    
    206,934
    
    
    -
    
    
    206,934
    
    
    176,585
    
    $
    176,585AdditionsField and camp
      costs
    
    -
    
    
    -
    
    
    -
    
    
    21,477
    
    
    -Geological consulting and
      reporting
    
    -
    
    
    -
    
    
    -
    
    
    3,488
    
    
    -Geo-referencing
    
    9,933
    
    
    -
    
    
    9,933
    
    
    -
    
    
    -Project administration
    
    -
    
    
    -
    
    
    -
    
    
    3,606
    
    
    -Soil sample analysis
    
    -
    
    
    -
    
    
    -
    
    
    1,778
    
    
    -9,933
    
    
    -
    
    
    9,933
    
    
    30,349
    
    
    -Balance, ending
    
    216,867
    
    
    -
    
    
    216,867
    
    
    206,934
    
    $
    176,585Total balance, ending
    $
    241,474
    
    $
    49,533
    
    $
    291,007
    
    $
    268,574
    
    $
    212,879


13

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|ROUGE RESOURCES LTD.                                     
|---------------------------------------------------------
|Notes to the Financial Statements                        
|(Expressed in Canadian dollars)                          
|For the years
      ended January 31, 2014, 2013 and 2012

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:

|                    |   | Year ended January 31, | 
|------------------- | - | ---------------------- | 
|                    |   | 2014                   | 
|                    |   |                        | 
|Trade payables      | $ | 10,367                 | 
|Accrued liabilities |   | 15,240                 | 
|                    | $ | 25,607                 | 

|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.

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

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

As at January 31,2014
    
    
    2013
    
    
    2012Payable to Company directors controlled by its directors
      and companies
    $
    46,555
    
    $
    11,466
    
    $
    254,118


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

14

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|ROUGE RESOURCES LTD.                                     
|---------------------------------------------------------
|Notes to the Financial Statements                        
|(Expressed in Canadian dollars)                          
|For the years
      ended January 31, 2014, 2013 and 2012

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; January 31, 2012  40,565,171) 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.

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; January 31, 2012 - $279,284) and the
weighted average number of common shares outstanding of 44,633,171 (January 31,
2013  42,299,073; January 31, 2012  40,565,171). 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.

15

---

|ROUGE RESOURCES LTD.                                     
|---------------------------------------------------------
|Notes to the Financial Statements                        
|(Expressed in Canadian dollars)                          
|For the years
      ended January 31, 2014, 2013 and 2012

At January 31, 2014, 2013 and 2012, there were no stock options
outstanding.

Share purchase warrantsThe changes in
warrants outstanding are as follows:

Year ended January 31,2014
    
    
    2013
    
    
    2012Number of
    
    
    Exercise
    
    
    Number of
    
    
    Exercise
    
    
    Number of
    
    
    Exercisewarrants
    
    
    price
    
    
    warrants
    
    
    price
    
    
    warrants
    
    
    priceBalance, beginning
    
    4,068,000
    
    $
    0.40
    
    
    30,000,000
    
    $
    0.10
    
    
    30,000,000
    
    $
    0.10Warrants issued
    
    
    
    
    
    
    
    4,068,000
    
    
    0.40
    
    
    -
    
    
    -Warrants expired
    
    (4,068,000
    )
    
    0.40
    
    
    (30,000,000
    )
    
    0.10
    
    
    -
    
    
    -Balance, ending
    
    -
    
    $
    -
    
    
    4,068,000
    
    $
    0.40
    
    
    30,000,000
    
    $
    0.10


|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 January 31, |  
|------------------------------------------------------------ | - | ---------------------- | -
|                                                             |   | 2014                   |  
|                                                             |   |                        |  
|Loss before income taxes                                     | $ | 209,624                |  
|Combined statutory tax rate                                  |   | 26.0%                  |  
|                                                             |   |                        |  
|Expected income tax recovery at the statutory
      tax rate |   | (54,502                | )
|Adjustments resulting from:                                  |   |                        |  
|Temporary differences                                        |   | -                      |  
|Impact of
      change in tax rates                          |   | 2,096                  |  
|Change in valuation allowance                                |   | 52,406                 |  
|Income tax recovery                                          | $ | -                      |  

16

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|ROUGE RESOURCES LTD.                                     
|---------------------------------------------------------
|Notes to the Financial Statements                        
|(Expressed in Canadian dollars)                          
|For the years
      ended January 31, 2014, 2013 and 2012

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

|                                              |   | Year ended January 31, |  
|--------------------------------------------- | - | ---------------------- | -
|                                              |   | 2014                   |  
|Non-capital losses
      carried-forward      | $ | 468,048                |  
|Share issuance costs                          |   | 26,265                 |  
|Equipment                                     |   | 285                    |  
|Resource development and exploration costs    |   | 50,000                 |  
|Net potential deferred income
      tax asset |   | 544,598                |  
|Valuation allowance                           |   | (544,598               | )
|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          | 
|--------- | - | -------------- |  | - | --------- |  | - | --------- |  | - | -------------- | 
|          |   | 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      |   | 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:

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

17

---

|ROUGE RESOURCES LTD.                                     
|---------------------------------------------------------
|Notes to the Financial Statements                        
|(Expressed in Canadian dollars)                          
|For the years
      ended January 31, 2014, 2013 and 2012

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            | 

Fair valueThe 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.

18

---

|ROUGE RESOURCES LTD.                                     
|---------------------------------------------------------
|Notes to the Financial Statements                        
|(Expressed in Canadian dollars)                          
|For the years
      ended January 31, 2014, 2013 and 2012

|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).

19

---