---





ROUGE RESOURCES LTD.

(An Exploration Stage Company)

FINANCIAL STATEMENTS

YEARS ENDED JANUARY 31, 2013 AND 2012

(Expressed in Canadian Dollars)





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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, 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 Consolidated Financial
Statements

Management is responsible for the preparation and fair
presentation of these financial statements in accordance with International
Financial Reporting Standards, 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. 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, 2013 and 2012, and its financial performance and its cash flows for the
years then ended in accordance with International Financial Reporting
Standards.

Emphasis of Matter

Without modifying our opinion, we draw attention to Note 1 to
the financial statements which describes matters and conditions that indicate
the existence of a material uncertainty that may cast significant doubt on the
ability of Rouge Resources Ltd. to continue as a going concern.

|                  |                                      
|----------------- | -------------------------------------
|                  | DALE MATHESON CARR-HILTON LABONTE LLP
|                  | CHARTERED ACCOUNTANTS                
|Vancouver, Canada |                                      
|May 10, 2013      |                                      



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Rouge Resources Ltd.Statements of Financial
Position(Expressed in Canadian dollars)

|                                             |      |   | January 31, |   |   | January 31, |  
|-------------------------------------------- | ---- | - | ----------- | - | - | ----------- | -
|                                             | Note |   | 2013        |   |   | 2012        |  
|ASSETS                                       |      |   |             |   |   |             |  
|                                             |      |   |             |   |   |             |  
|Current assets                               |      |   |             |   |   |             |  
|Cash                                         |      | $ | 301,845     |   | $ | 17,823      |  
|Value-added tax receivable                   |      |   | 4,122       |   |   | 2,951       |  
|Prepaid expenses                             |      |   | 1,625       |   |   | -           |  
|                                             |      |   | 307,592     |   |   | 20,774      |  
|Non-current assets                           |      |   |             |   |   |             |  
|Credit card security deposit                 |      |   | 6,900       |   |   | 6,900       |  
|Equipment                                    | 4    |   | 1,811       |   |   | 2,587       |  
|Exploration and evaluation assets            | 5    |   | 268,574     |   |   | 212,879     |  
|                                             |      |   | 277,285     |   |   | 222,366     |  
|                                             |      |   |             |   |   |             |  
|TOTAL ASSETS                                 |      | $ | 584,877     |   | $ | 243,140     |  
|                                             |      |   |             |   |   |             |  
|LIABILITIES                                  |      |   |             |   |   |             |  
|                                             |      |   |             |   |   |             |  
|Current liabilities                          |      |   |             |   |   |             |  
|Trade payables and accrued
      liabilities | 6    | $ | 38,883      |   | $ | 58,030      |  
|Loan payable                                 | 7    |   | 39,676      |   |   | -           |  
|Related party payables                       | 8    |   | 11,466      |   |   | 254,118     |  
|                                             |      |   | 90,025      |   |   | 312,148     |  
|Non-current liability                        |      |   |             |   |   |             |  
|Loan
      payable                           | 7    |   | -           |   |   | 39,676      |  
|                                             |      |   |             |   |   |             |  
|TOTAL LIABILIITES                            |      |   | 90,025      |   |   | 351,824     |  
|                                             |      |   |             |   |   |             |  
|SHAREHOLDERS EQUITY                         |      |   |             |   |   |             |  
|                                             |      |   |             |   |   |             |  
|Share capital                                | 9    |   | 3,953,590   |   |   | 3,110,796   |  
|Convertible debt reserve                     | 10   |   | 53,357      |   |   | 53,357      |  
|Deficit                                      |      |   | (3,512,095  | ) |   | (3,272,837  | )
|                                             |      |   |             |   |   |             |  
|TOTAL SHAREHOLDERS EQUITY                   |      |   | 494,852     |   |   | (108,684    | )
|                                             |      |   |             |   |   |             |  
|TOTAL LIABILITIES AND SHAREHOLDERS EQUITY   |      | $ | 584,877     |   | $ | 243,140     |  
|                                             |      |   |             |   |   |             |  
|Going concern                                | 1    |   |             |   |   |             |  

Approved on behalf of the Board of Directors:

|Linda
      Smith |  | Ronald McGregor
|------------------- |  | -----------------
|Director            |  | Director         

|The accompanying notes are an integral part of these
      financial statements | 3
|------------------------------------------------------------------------------- | -

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Rouge Resources Ltd.Statements of Comprehensive
Loss(Expressed in Canadian dollars)

|                                                                        |      |   | Years
      ended January 31, |  
|----------------------------------------------------------------------- | ---- | - | ----------------------------- | -
|                                                                        | Note |   | 2013                          |  
|Expenses                                                                |      |   |                               |  
|Amortization                                                            | 4    | $ | 776                           |  
|Consulting fees                                                         | 8    |   | 5,670                         |  
|Listing application expenses                                            | 9    |   | 62,601                        |  
|Management services                                                     | 8    |   | 60,000                        |  
|Office admin and travel                                                 | 8    |   | 44,506                        |  
|Professional fees                                                       | 8    |   | 47,705                        |  
|Transfer agent and filing fees                                          |      |   | 18,000                        |  
|                                                                        |      |   |                               |  
|Net and comprehensive loss                                              |      | $ | (239,258                      | )
|Loss per share  basic and
      diluted                                | 9    | $ | (0.01                         | )
|Weighted average number of shares outstanding
       basic and diluted |      |   | 42,299,073                    |  

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Rouge Resources Ltd.Statements of Changes in
Equity(Expressed in Canadian dollars)

ConvertibleShare capital
    
    
    DebtNote
    
    Number
    
    
    Amount
    
    
    Reserve
    
    
    Deficit
    
    
    TotalBalance at February 1, 2011
    
    
    40,565,171
    
    $
    3,110,796
    
    $
    53,357
    
    $
    (2,993,553
    )
    $
    170,600Comprehensive loss
    
    
    -
    
    
    -
    
    
    -
    
    
    (279,284
    )
    
    (279,284
    )Balance at January 31, 2012
    
    
    40,565,171
    
    
    3,110,796
    
    
    53,357
    
    
    (3,272,837
    )
    
    (108,684
    )Comprehensive loss
    
    
    -
    
    
    -
    
    
    -
    
    
    (239,258
    )
    
    (239,258
    )Proceeds from common shares issued
    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
    )
    $
    494,852


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Rouge Resources Ltd.Statements of Cash Flows(Expressed
in Canadian dollars)

|                                                  |   | Years
      ended January 31, |  
|------------------------------------------------- | - | ----------------------------- | -
|                                                  |   | 2013                          |  
|Operating activities                              |   |                               |  
|Net and comprehensive loss                        | $ | (239,258                      | )
|Adjustment for non-cash item:                     |   |                               |  
|Amortization                                      |   | 776                           |  
|Changes in non-cash working capital items:        |   |                               |  
|Value-added tax receivable                        |   | (1,171                        | )
|Prepaid expenses                                  |   | (1,625                        | )
|Trade payables and accrued liabilities            |   | (19,147                       | )
|                                                  |   |                               |  
|Net cash flows used in operating activities       |   | (260,425                      | )
|                                                  |   |                               |  
|Investing activities                              |   |                               |  
|Expenditures on equipment                         |   | -                             |  
|Expenditures on exploration and evaluation assets |   | (55,695                       | )
|                                                  |   |                               |  
|Net cash flows used in investing activities       |   | (55,695                       | )
|                                                  |   |                               |  
|Financing activities                              |   |                               |  
|Change in related party payables                  |   | (242,652                      | )
|Proceeds from common shares issued                |   | 1,017,000                     |  
|Share issue costs                                 |   | (174,206                      | )
|                                                  |   |                               |  
|Net cash flows
      from financing activities    |   | 600,142                       |  
|                                                  |   |                               |  
|Increase (decrease) in cash                       |   | 284,022                       |  
|Cash, beginning                                   |   | 17,823                        |  
|                                                  |   |                               |  
|Cash, ending                                      | $ | 301,845                       |  

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|Rouge Resources Ltd.                               
|---------------------------------------------------
|Notes to the Financial Statements                  
|(Expressed in Canadian dollars)                    
|For the years
      ended January 31, 2013 and 2012

1.          Nature
and continuance of operations

Rouge Resources Ltd (the Company) was incorporated on March
31, 1988 under the laws of the province of British Columbia, Canada, and its
principal activity is the acquisition and exploration of mineral properties. The
Companys shares are traded on the TSX Venture Exchange (TSX-V) 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,
2013, the Company had not advanced any of its properties to commercial
production and is not able to finance day-to-day activities through operations.
The 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 may 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
existing cash on hand, loans from directors and companies controlled by
directors, and/or private placement of common shares. Should the Company be
unable to continue as a going concern, the net realizable value of its assets
may be materially less than the amounts on its Statements of Financial
Position.

2.          Significant
accounting policies and basis of preparation

These financial statements were authorized for issue on May 10,
2013 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, 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

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|Rouge Resources Ltd.                               
|---------------------------------------------------
|Notes to the Financial Statements                  
|(Expressed in Canadian dollars)                    
|For the years
      ended January 31, 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 assetsCosts
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

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|Rouge Resources Ltd.                               
|---------------------------------------------------
|Notes to the Financial Statements                  
|(Expressed in Canadian dollars)                    
|For the years
      ended January 31, 2013 and 2012

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 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 (FVTPL), loans and receivables, held-to-maturity investments,
available-for-sale and financial liabilities. The classification depends on the
purpose for which the financial instruments were acquired. Management determines
the classification of its financial instruments at initial recognition.

Financial assets are classified at fair value through profit or
loss when they are held-for-trading for the purpose of short-term profit taking,
derivatives not held for hedging purposes, or when they are designated as such
to avoid an accounting mismatch or to enable performance evaluation where a
group of financial assets is managed by key management personnel on a fair value
basis in accordance with a documented risk management or investment strategy.
Such assets are subsequently measured at fair value with unrealized changes in
carrying value being included in profit or loss.

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
financial assets are non-derivative financial assets that are designated as
available-for-sale or are not suitable to be classified as financial assets at
fair value through profit or loss , loans and receivables or held-to-maturity
investments and are subsequently measured at fair value. These are included in
current assets to the extent they are expected to be realized within 12 months
after the end of the reporting period. Unrealized gains and losses are
recognized in other comprehensive income, except for impairment losses and
foreign exchange gains and losses on monetary financial assets which are
recognized in profit or loss.

Non-derivative financial liabilities (excluding financial
guarantees) are subsequently measured at amortized cost.

9

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|Rouge Resources Ltd.                               
|---------------------------------------------------
|Notes to the Financial Statements                  
|(Expressed in Canadian dollars)                    
|For the years
      ended January 31, 2013 and 2012

Regular purchases and sales of financial assets are recognized
on the trade-date, ie. the date on which the group commits to purchase the
asset.

Financial assets are derecognized when the rights to receive
cash flows from the investments have expired or have been transferred and the
Company has transferred substantially all risks and rewards of ownership.

At each reporting date, the Company assesses whether there is
objective evidence that a financial instrument has been impaired. In the case of
available-for-sale financial instruments, a significant and prolonged decline in
the value of the instrument is considered to determine whether an impairment has
arisen.

Transaction costs related to financial instruments include
professional, consulting, regulatory, agency commissions and other costs that
are incremental to the acquisition, issuance or disposition of financial assets,
liabilities or equity instruments. Transaction costs are initially charged to
the related financial instrument or equity instrument, except where the
financial instrument is classified as fair value through profit or loss , in
which case transaction costs are expensed to the Statement of Comprehensive Loss
immediately.

The Company does not have any derivative financial assets and
liabilities.

Impairment of 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 can not increase the carrying value of the asset to an amount higher
than the carrying amount that would have been determined had no impairment loss
been recognized in previous years. An impairment loss with respect to goodwill
is never reversed.

Assets that have an indefinite useful life are not subject to
amortization and are tested annually for impairment.

Income 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.

10

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|Rouge Resources Ltd.                               
|---------------------------------------------------
|Notes to the Financial Statements                  
|(Expressed in Canadian dollars)                    
|For the years
      ended January 31, 2013 and 2012

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.

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.

11

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|Rouge Resources Ltd.                               
|---------------------------------------------------
|Notes to the Financial Statements                  
|(Expressed in Canadian dollars)                    
|For the years
      ended January 31, 2013 and 2012

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. IFRS 9 is effective
for annual periods beginning on or after January 1, 2015.

New standard IFRS 10 Consolidated Financial
StatementsThis new standard will replace IAS 27 Consolidated and
Separate Financial Statements, and SIC-12 Consolidation  Special Purpose
Entities. Concurrent with IFRS 10, the IASB issued IFRS 11 Joint Ventures;
IFRS 12 Disclosures of Involvement with Other Entities; IAS 27 Separate
Financial Statements, which has been amended for the issuance of IFRS 10 but
retains the current guidance for separate financial statements; and IAS 28
Investments in Associates and Joint Ventures, which has been amended for
conforming changes based on the issuance of IFRS 10 and IFRS 11. IFRS 10 uses
control as the single basis for consolidation, irrespective of the nature of the
investee, eliminating the risks and rewards approach included in SIC-12, and
requires continuous assessment of control over an investee. The above
consolidation standards are effective for annual periods beginning on or after
January 1, 2013.

New standard IFRS 11 Joint ArrangementsThis
new standard requires a venturer to classify its interest in a joint arrangement
as a joint venture or joint operation. Joint ventures will be accounted for
using the equity method of accounting whereas for a joint operation the venture
will recognize its share of the assets, liabilities, revenue and expenses of the
joint operation. Under existing IFRS, entities have the choice to
proportionately consolidate or equity account for interests in joint ventures.
IFRS 11 supersedes lAS 31, Interests in Joint Ventures, and SIC-13, Jointly
Controlled Entities-Non-monetary Contributions by Venturers.

New standard IFRS 12 Disclosure of Interests in Other
EntitiesThis new standard establishes disclosure requirements for
interests in other entities, such as joint arrangements, associates, special
purpose vehicles and off balance sheet vehicles. The standard carries forward
existing disclosures and also introduces significant additional disclosure
requirements that address the nature of, and risks associated with, an entity's
interests in other entities.

12

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|Rouge Resources Ltd.                               
|---------------------------------------------------
|Notes to the Financial Statements                  
|(Expressed in Canadian dollars)                    
|For the years
      ended January 31, 2013 and 2012

New standard IFRS 13 Fair value
measurementThis new standard replaces the fair value measurement
guidance currently included in various other IFRS standards with a single
definition of fair value and extensive application guidance. IFRS 13 provides
guidance on how to measure fair value and does not introduce new requirements
for when fair value is required or permitted. It also establishes disclosure
requirements to provide users of the financial statements with more information
about fair value measurements. IFRS 13 is effect for annual periods beginning on
or after January 1, 2013.

New interpretation IFRIC 20 Stripping
Costs in the Production Phase of a Surface MineThis new IFRIC
clarifies when production stripping should lead to the recognition of an asset
and how that asset should be measured, both initially and in subsequent periods.
IFRIC 20 is effective for annual periods beginning on or after January 1,
2013.

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.

Financial statement presentationIn June 2011,
the IASB and the Financial Accounting Standards Board (FASB) issued amendments
to standards to align the presentation requirements for other comprehensive
income (OCI). The IASB issued amendments to IAS 1 Presentation of
Financial Statementsto require companies preparing financial statements
under IFRS to group items within OCI that may be reclassified to the profit or
loss. The amendments also reaffirm existing requirements that items in OCI and
profit or loss should be presented as either a single statement or two
consecutive statements. The amendments are effective for fiscal years beginning
on or after July 1, 2012.

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 February 1, 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          |  
|Additions                         |   | -     |  |   | -            |   |   | -              |  
|Amortization expense              |   | -     |  |   | (776         | ) |   | (776           | )
|Balance at
      January 31, 2013 | $ | 8,710 |  | $ | (6,899       | ) | $ | 1,811          |  

13

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|Rouge Resources Ltd.                               
|---------------------------------------------------
|Notes to the Financial Statements                  
|(Expressed in Canadian dollars)                    
|For the years
      ended January 31, 2013 and 2012

5.         
Exploration and evaluation assets

The following table summarizes the amounts expended on
exploration and evaluation assets for the years ended January 31, 2013 and
2012:

|                                    |   | North-Central Ontario |  |   | Total for     |  |   | Total
      for | 
|----------------------------------- | - | --------------------- |  | - | ------------- |  | - | --------------- | 
|                                    |   |                       |  |   |               |  |   | year ended      | 
|                                    |   | Dotted Lake           |  |   | Lampson Lake  |  |   | January 31,     | 
|                                    |   | mining claims         |  |   | mining claims |  |   | 2013            | 
|                                    |   |                       |  |   |               |  |   |                 | 
|Property acquisition costs          |   |                       |  |   |               |  |   |                 | 
|Balance, beginning                  | $ | 15,261                |  | $ | 21,033        |  | $ | 36,294          | 
|Additions                           |   | 9,346                 |  |   | 16,000        |  |   | 25,346          | 
|Balance,
      ending               |   | 24,607                |  | $ | 37,033        |  | $ | 61,640          | 
|                                    |   |                       |  |   |               |  |   |                 | 
|Exploration and evaluation costs    |   |                       |  |   |               |  |   |                 | 
|Balance, beginning                  | $ | 176,585               |  | $ | -             |  | $ | 176,585         | 
|Additions                           |   |                       |  |   |               |  |   |                 | 
|Field and camp costs                |   | 21,477                |  |   | -             |  |   | 21,477          | 
|Geological consulting and reporting |   | 3,488                 |  |   | -             |  |   | 3,488           | 
|Project administration              |   | 3,606                 |  |   | -             |  |   | 3,606           | 
|Soil
      sample analysis          |   | 1,778                 |  |   | -             |  |   | 1,778           | 
|                                    |   | 30,349                |  |   | -             |  |   | 30,349          | 
|Balance,
      ending               | $ | 206,934               |  | $ | -             |  | $ | 206,934         | 
|Total balance, ending               | $ | 231,541               |  | $ | 37,033        |  | $ | 268,574         | 

The original Dotted Lake Property (Dotted Lake Property)
consisted of one claim acquired by the Company in 2001 which was allowed to
lapse in 2002 then was re-staked by the Company in March 2003 at a cost of
$4,206. In October 2009, the Company expanded its 100% interest in this Property
from a single claim to ten claims at a cost of $11,055. During the year ended
January 31, 2013, the Company paid $9,346 with respect to staking of six
additional contiguous claims. The Company now has sixteen claims in the Dotted
Lake area plus an option to purchase the two adjacent Lampson Lake claims
described below. Also, during the current year, the Company paid $30,349 for a
prospecting and sampling program on the Dotted Lake Property.

On April 20, 2010, the Company entered into an option to
purchase agreement regarding two claims adjacent to the Dotted Lake Property,
known as the Lampson Lake Property. The Company has an exclusive option to
purchase a 100% interest in these two claims by making option payments totaling
$60,000 as follows: $7,000 paid on April 20, 2010 when the agreement was signed;
$12,000 paid on April 20, 2011; $16,000 paid during the current fiscal year on
April 20, 2012; and $25,000 payable on April 20, 2013. The optionors agreed on
March 1, 2013 to split the final payment of $25,000 into two equal amounts of
$12,500, the first payable on April 20, 2013 (paid subsequent to year end) and
the second on April 20, 2014.

These claims are subject to a 2% net smelter royalty (NSR) in
favour of the optionors on one claim and with respect to the other, a
combination of a 2% NSR in favour of the optionors and a 1% NSR on any metals
and/or a 1% NSR payable to Ontario Exploration Company (OEC) on any precious
metals recovered from the property. The Company has the right to buy back 1% of
the NSR in favour of the optionors for $1,000,000 and to buy back three-quarters
of 1% of the royalty vested with OEC over 10 years on an increasing scale from
$15,000 to $750,000.

14

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|Rouge Resources Ltd.                               
|---------------------------------------------------
|Notes to the Financial Statements                  
|(Expressed in Canadian dollars)                    
|For the years
      ended January 31, 2013 and 2012

6.          Trade
payables and accrued liabilities

|                          |   | As at
      January 31, | 
|------------------------- | - | ----------------------- | 
|                          |   | 2013                    | 
|                          |   |                         | 
|Trade payables            | $ | 17,958                  | 
|Accrued
      liabilities |   | 20,925                  | 
|                          | $ | 38,883                  | 

7.          Loan
payable

In February 2012, the Company entered into an agreement to
defer $39,676 of debt owed to a professional advisor to a date beyond July 31,
2013. This amount has been reclassified to a current liability as at January 31,
2013 and is unsecured and non-interest bearing.

8.         
Related party payables and transactions

The following amounts are due to related parties as at January
31, 2013 and 2012:

|                                                                         |   | As at
      January 31, | 
|------------------------------------------------------------------------ | - | ----------------------- | 
|                                                                         |   | 2013                    | 
|Payable to Company directors and companies controlled by
      directors | $ | 11,466                  | 

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

The Company had the following transactions with directors and
companies controlled by directors for the years ended January 31, 2013 and 2012:

|                  |   | Year ended January 31, | 
|----------------- | - | ---------------------- | 
|                  |   | 2013                   | 
|                  |   |                        | 
|Consulting fees   | $ | 4,500                  | 
|Management fees   |   | 60,000                 | 
|Office rent       |   | 30,000                 | 
|Professional fees |   | 16,322                 | 
|                  | $ | 110,822                | 

Key management personnel compensation:

|                  |   | Year ended January 31, | 
|----------------- | - | ---------------------- | 
|                  |   | 2013                   | 
|Management fees   | $ | 60,000                 | 
|Professional fees |   | 16,322                 | 
|                  | $ | 76,322                 | 

15

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|Rouge Resources Ltd.                               
|---------------------------------------------------
|Notes to the Financial Statements                  
|(Expressed in Canadian dollars)                    
|For the years
      ended January 31, 2013 and 2012

9.          Share
capital

Authorized share capitalUnlimited number of
common shares without par value.

Issued share capitalAt January 31, 2013,
there were 44,633,171 issued and fully paid common shares outstanding (January
31, 2012 40,565,171) of which 5,684,400 shares are held in escrow, subject to
release under 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 transferable
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, 2013
was based on the comprehensive loss attributable to common shareholders of
$239,258 (January 31, 2012 - $279,284) and the weighted average number of common
shares outstanding of 42,299,073 (January 31, 2012  40,565,171). Diluted loss
per share does not include the 4,068,000 warrants outstanding as 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, 2013, the Company had no issued or outstanding
stock options.

16

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|Rouge Resources Ltd.                               
|---------------------------------------------------
|Notes to the Financial Statements                  
|(Expressed in Canadian dollars)                    
|For the years
      ended January 31, 2013 and 2012

Share purchase warrantsThe changes in
warrants outstanding during the year ended January 31, 2013 and 2012 are as
follows:

|                   |  | January 31, 2013 |   |   | January 31, 2012 | 
|------------------ |  | ---------------- | - | - | ---------------- | 
|                   |  |                  |   |   | Weighted         | 
|                   |  | Number of        |   |   | average          | 
|                   |  | warrants         |   |   | exercise price   | 
|Balance, beginning |  | 30,000,000       |   | $ | 0.10             | 
|Warrants issued    |  | 4,068,000        |   |   | 0.40             | 
|Warrants expired   |  | (30,000,000      | ) |   | -                | 
|Balance, ending    |  | 4,068,000        |   | $ | 0.40             | 

The weighted average life for the share purchase warrants
outstanding at January 31, 2013 was 0.57 years.

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
      Ended |  
|------------------------------------------------------ | - | ---------------- | - | - | ---------------- | -
|                                                       |   | January 31, 2013 |   |   | January 31, 2012 |  
|Loss before income taxes                               | $ | 239,258          |   | $ | 279,284          |  
|Combined statutory
      tax rate                      |   | 25%              |   |   | 26.4%            |  
|                                                       |   |                  |   |   |                  |  
|Expected income tax recovery at the statutory tax rate |   | (59,815          | ) |   | (73,731          | )
|Adjustments resulting from:                            |   |                  |   |   |                  |  
|Temporary differences                                  |   | (43,549          | ) |   | -                |  
|Impact of change in tax
      rates                    |   | -                |   |   | 3,907            |  
|Non-capital loss expired                               |   | -                |   |   | -                |  
|Change in valuation allowance                          |   | 103,364          |   |   | 69,824           |  
|Income tax
      recovery                              | $ | -                |   | $ | -                |  

The Company has the following deductible temporary differences
for which no deferred tax asset has been recognized:

|                                                 |   | January 31, |  |   | January
      31, |  
|------------------------------------------------ | - | ----------- |  | - | ----------------- | -
|                                                 |   | 2013        |  |   | 2012              |  
|Non-capital losses carried-forward               | $ | 1,627,735   |  | $ | 1,354,461         |  
|Share issuance costs                             |   | 140,435     |  |   | 1,614             |  
|Equipment                                        |   | 596         |  |   | (763              | )
|Resource
      development and exploration costs |   | 200,000     |  |   | 200,000           |  
|Total temporary differences                      | $ | 1,968,766   |  | $ | 1,555,312         |  

17

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|Rouge Resources Ltd.                               
|---------------------------------------------------
|Notes to the Financial Statements                  
|(Expressed in Canadian dollars)                    
|For the years
      ended January 31, 2013 and 2012

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
      issuance | 
|--------- | - | -------------- |  | - | --------- |  | - | --------- |  | - | -------------------- | 
|          |   | capital 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        |  |   |           |  |   |           |  |   |                      | 
|No expiry |   | -              |  |   | 468,574   |  |   | 2,407     |  |   | 140,435              | 
|          | $ | 1,627,735      |  | $ | 468,574   |  | $ | 2,407     |  | $ | 140,435              | 

12.        Financial
instruments and financial risk management

The Company is exposed in varying degrees to financial
instrument related risks. The Board of Directors approves and monitors the risk
management processes, inclusive of documented investment policies, counterparty
limits, and controlling and reporting structures. The type of risk exposure and
the way in which such exposure is managed is as follows:

Credit 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 value-added tax refundable which is minimal
since it is due 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.

18

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|Rouge Resources Ltd.                               
|---------------------------------------------------
|Notes to the Financial Statements                  
|(Expressed in Canadian dollars)                    
|For the years
      ended January 31, 2013 and 2012

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 Statement of Financial Position are
as follows:

|                                    |   | As at
      January 31, | 
|----------------------------------- | - | ----------------------- | 
|                                    |   | 2013                    | 
|Fair value through profit and loss: |   |                         | 
|Cash                                | $ | 301,845                 | 
|Credit card security deposit        |   | 6,900                   | 
|                                    | $ | 308,745                 | 

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

|                                      |   | As at
      January 31, | 
|------------------------------------- | - | ----------------------- | 
|                                      |   | 2013                    | 
|Non-derivative financial liabilities: |   |                         | 
|Trade payables                        | $ | 17,958                  | 
|Loan payable                          |   | 39,676                  | 
|Related party payables                |   | 11,466                  | 
|                                      | $ | 69,100                  | 

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.                                                                   

The Companys financial instrument classified as Level 1 is
cash and credit card deposit.

13.        Capital
management

The Company's policy is to maintain a sufficient capital base
so as to maintain investor and creditor confidence, safeguard the 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 acquisition, exploration and development of mineral properties,
currently all located in Canada.

19

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