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UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 20-FSEC File No.
001-31799

(Mark One)

[   ]  Registration statement pursuant to Section
12(b) or (g) of the Securities Exchange Act of 1934

or

[X]  Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 
For the fiscal year ended January 31, 2009

or

[   ]  Transition report pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 
For the transition period from _________________ to
_________________

[   ]  Shell Company Report Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934. 
Date of event requiring this shell company report
_______________________

ROUGE RESOURCES LTD.(Exact name of registrant as specified in this charter)

British Columbia, Canada(Jurisdiction
of incorporation or organization)

#203-409 Granville Street, VancouverBritish
Columbia, V6C 1T2, Canada(Address of principal executive
offices)

Darcy Krell - (Tel) 604-831-2739, (Fax)
604-831-2735(Name, Telephone, Email and/or Facsimile number
and Address of Company Contact Person)

Securities registered or to be registered pursuant to section
12(b) of the Act:

|None                  | None                  
|--------------------- | ----------------------
|(Title of each class) | (Name of each exchange
|                      | on which registered)  

Securities registered or to be registered pursuant to Section
12(g) of the Act:

Common Shares Without Par Value(Title
of Class)

Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act:

None(Title of Class)

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Indicate the number of outstanding shares of each of the
issuers classes of capital or common stock as of the close of the period
covered by the annual report. 10,565,171 Common Shares

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. [ 
 ] Yes     [X] No

If this report is an annual or transition report, indicate by
check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934.

[   ] Yes    [X] No

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
[X]     No [   ]

Indicate by check mark wether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and
post such files). Yes [ ] No [X] (Not Required)

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of accelerated filer and large accelerated filer in Rule 12b-2 of
the Exchange Act. (Check one):

Large accelerated filer [  
]         Accelerated filer
[   ]         Non-accelerated
filer [X]

Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing

|U.S. GAAP [   ] | International Financial
      Reporting Standards as issued | Other [X]
|--------------- | ----------------------------------------------------------- | ---------
|                | by the International Accounting
      Standards Board [   ] |          

If Other has been checked in response to previous question,
indicate by check mark which financial statement item the registrant has
elected to follow. Item 17  [X]     Item 18
[   ].

If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). [   ] Yes    [X] No

II

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TABLE OF CONTENTS

|         |                                                       |                                           | PAGE
|-------- | ----------------------------------------------------- | ----------------------------------------- | ----
|PART I   |                                                      
|         |                                                       |                                           |     
|ITEM 1.  | Identity of Directors, Senior Management and Advisors |                                          
|         | 1.1                                                   | Directors and Senior Management           | 1   
|         | 1.2                                                   | Advisors                                  | 1   
|         | 1.3                                                   | Auditor                                   | 1   
|         |                                                       |                                           |     
|ITEM 2.  | Offer Statistics and Expected Timetable               |                                          
|         |                                                       |                                           |     
|ITEM 3.  | Key Information                                       |                                          
|         | 3.1                                                   | Selected Financial Data                   | 2   
|         | 3.2                                                   | Capitalization and Indebtedness           | 4   
|         | 3.3                                                   | Reasons for the Offer and Use of Proceeds | 4   
|         | 3.4                                                   | Risk Factors                              | 4   
|         |                                                       |                                           |     
|ITEM 4.  | Information on the Company                            |                                          
|         | 4.1                                                   | History and Development                   | 8   
|         | 4.2                                                   | The Dotted Lake Property                  | 9   
|         | 4.3                                                   | Competition                               | 12  
|         | 4.4                                                   | Management & Employees                    | 13  
|         | 4.5                                                   | Environmental Regulations                 | 13  
|         |                                                       |                                           |     
|ITEM 5.  | Operating and Financial Review and Prospects          |                                          
|         | 5.1                                                   | Results of Operations                     | 14  
|         | 5.2                                                   | Liquidity and Capital Resources           | 16  
|         |                                                       |                                           |     
|ITEM 6.  | Directors, Senior Management and Employees            |                                          
|         | 6.1                                                   | Directors and Senior Management           | 18  
|         | 6.2                                                   | Compensation of Directors                 | 19  
|         | 6.3                                                   | Board Practices                           | 20  
|         | 6.4                                                   | Employees                                 | 20  
|         | 6.5                                                   | Share Ownership of Directors and Officers | 20  
|         |                                                       |                                           |     
|ITEM 7.  | Major Shareholders and Related Party Transactions     |                                          
|         | 7.1                                                   | Beneficial Ownership                      | 21  
|         | 7.2                                                   | Related Party Transactions                | 22  
|         | 7.3                                                   | Interests of Experts and Counsel          | 22  
|         |                                                       |                                           |     
|ITEM 8.  | Financial Information                                 |                                          
|         | 8.1                                                   | Legal Proceedings                         | 23  
|         | 8.2                                                   | Significant Changes                       | 23  
|         |                                                       |                                           |     
|ITEM 9.  | The Offer and Listing                                 |                                          
|         | 9.1                                                   | Offer and Listing Details                 | 23  
|         |                                                       |                                           |     
|ITEM 10. | Additional Information                                |                                          
|         | 10.1                                                  | Share Capital                             | 24  
|         | 10.2                                                  | Memorandum and Articles of Association    | 26  
|         | 10.3                                                  | Material Contracts                        | 27  

III

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|          | 10.4                                                                               | Exchange Controls and other Limitations Affecting Security
      Holders | 27
|--------- | ---------------------------------------------------------------------------------- | ------------------------------------------------------------------------ | --
|          | 10.5                                                                               | Canadian Federal Income Tax Consequences to U.S. Investors               | 28
|          | 10.6                                                                               | United States Federal Income Tax Consequences to U.S. Investors          | 28
|          | 10.7                                                                               | Statements by Experts                                                    | 32
|          | 10.8                                                                               | Documents on Display                                                     | 32
|          |                                                                                    |                                                                          |   
|ITEM 11.  | Quantitative and Qualitative Disclosures About Market Risk                         | 32                                                                      
|          |                                                                                    |                                                                          |   
|ITEM 12.  | Descriptions of Securities Other than Equity Securities                            | 33                                                                      
|          | 12.1                                                                               | Warrants                                                                 | 33
|          | 12.2                                                                               | Stock Options                                                            | 33
|          |                                                                                    |                                                                          |   
|PART II   |                                                                                   
|          |                                                                                    |                                                                          |   
|ITEM 13.  | Defaults, Dividend Arrearages and Delinquencies                                    | 33                                                                      
|          |                                                                                    |                                                                          |   
|ITEM 14.  | Material Modifications to the Rights of Security Holders
      and Use of Proceeds | 33                                                                      
|          |                                                                                    |                                                                          |   
|ITEM 15   | Controls and Procedures                                                            | 34                                                                      
|          |                                                                                    |                                                                          |   
|ITEM 16A  | Audit Committee Financial Expert                                                   | 35                                                                      
|          |                                                                                    |                                                                          |   
|ITEM 16B  | Code of Ethics                                                                     | 35                                                                      
|          |                                                                                    |                                                                          |   
|ITEM 16C  | Public Accountant Fees and Services                                                | 36                                                                      
|          |                                                                                    |                                                                          |   
|ITEM 16D  | Exemptions from the listing Standards for Audit Committees                         | 36                                                                      
|          |                                                                                    |                                                                          |   
|ITEM 16E  | Purchases of Equity Securities by the Issuer and Affiliated
      Purchasers       | 37                                                                      
|          |                                                                                    |                                                                          |   
|ITEM 16F  | Change in Registrants Certifying Accountant                                       | 37                                                                      
|          |                                                                                    |                                                                          |   
|ITEM 16G  | Corporate Governance                                                               | 37                                                                      
|          |                                                                                    |                                                                          |   
|PART III  |                                                                                   
|          |                                                                                    |                                                                          |   
|ITEM 17.  | Financial Statements                                                               | 38                                                                      
|          |                                                                                    |                                                                          |   
|ITEM 18.  | Exhibits                                                                           | 38                                                                      
|          |                                                                                    |                                                                          |   
|SIGNATURE | 39                                                                                

IV

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FORWARD-LOOKING STATEMENTS

We caution you that certain important factors (including
without limitation those set forth in this Form 20-F) may affect our actual
results and could cause such results to differ materially from any
forward-looking statements that may be deemed to have been made in this Form
20-F annual report, or that are otherwise made by or on our behalf. For this
purpose, any statements contained in this annual report that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the generality of the foregoing, words such as may, except,
believe, anticipate, intend, could, estimate, or continue, or the
negative or other variations of comparable terminology, are intended to identify
forward-looking statements.

PART I

ITEM
1.                    
Identity of Directors, Senior Management and Advisors

1.1 Directors and Senior
Management:

Linda Smith #203-409 Granville Street, Vancouver
      British Columbia, V0R 1X0, Canada
    President, Chief Executive Officer and
      DirectorDarcy Krell #203-409 Granville Street, Vancouver
      British Columbia, V0R 1X0, Canada
    Secretary, Chief Financial Officer and
      DirectorShannon Krell #203-409 Granville Street, Vancouver
      British Columbia, V0R 1X0, Canada
    Director


1.2Advisors:

Lawyer: Mr. Doug Eacrett Law, Suite 203  409 Granville
St, Vancouver BC, Canada V6C 1T2

Consulting Geologist:Mr. Andre M Pouwels, P. Geo., 4900
Mariposa Court, Richmond BC, Canada V7C 2J9

1.3Auditor:

Dale Matheson Carr-Hilton Labonte LLP, Chartered
      Accountants, Suite 1500  1140 West Pender Street, Vancouver BC,
      Canada V6E 4G1
    New auditor replaced Morgan & Company for
      the year ended January 31, 2009.


Our auditors are members in good standing with the Institute of
Chartered Accountants of British Columbia and are registered with the Canadian
Public Accountability Board (CPAB) and the Public Company Accounting Oversight
Board - United States (PCAOB).

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ITEM
2.                    
Offer Statistics and Expected Timetable

Not applicable

ITEM
3.                    
Key Information

3.1          
Selected Financial Data

The following tables set forth selected financial data of the
Company for the fiscal years ended January 31, 2009, 2008, 2007, 2006 and 2005.
We derived all figures from our financial statements, which were audited by our
independent auditor. This information should be read in conjunction with our
audited financial statements for the fiscal years ended January 31, 2009 and
2008 included in this annual report. Our audited financial statements for the
fiscal years ended January 31, 2007, 2006 and 2005 are not included in this
annual report.

Our audited financial statements and the table below have been
prepared in accordance with Canadian generally accepted accounting principles
(Canadian GAAP). A reconciliation to United States generally accepted
accounting principles (US GAAP) is included in Note 11 of our audited
financial statements in this annual report. All amounts are expressed in
Canadian dollars.

The first table below presents this financial data for five
years in accordance with US GAAP. The second table presents the data in
accordance with Canadian GAAP.

US GAAP (in Cdn $)

Year Ended January 31, 2009
    Year Ended January 31, 2008
    Year Ended January 31, 2007
    Year Ended January 31, 2006
    Year Ended January 31, 2005Net
      Operating Revenue
    Nil
    Nil
    Nil
    Nil
    NilLoss
      from operations
    ($198,370)
    ($154,327)
    ($181,066)
    ($203,256)
    ($88,699)Loss
      per common share
    ($0.06)
    ($.27)
    ($0.32)
    ($0.36)
    ($0.16)Total assets
    $20,346
    $23,810
    $21,873
    $34,856
    $170,236Shareholders deficiency
    ($1,075,031)
    ($1,364,790)
    ($1,219,708)
    ($1,025,710)
    ($821,098)Long
      term debt
    Nil
    Nil
    Nil
    $39,676
    NilCash
      dividends per share
    Nil
    Nil
    Nil
    Nil
    NilDeficit
    ($2,700,078)
    ($2,481,144)
    ($2,326,817)
    ($2,145,751)
    ($1,942,495)Capital stock
    $1,613,471
    $1,113,471
    $1,113,471
    $1,113,471
    $1,113,471Weighted average number of shares
      outstanding
    10,565,171
    565,171
    565,171
    565,171
    565,171


2

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Canadian GAAP (in Cdn $)

Fiscal Year ended
      January 31, 2009
    Fiscal Year ended
      January 31, 2008
    Fiscal Year ended
      January 31, 2007
    Fiscal Year ended
      January 31, 2006
    Fiscal Year ended
      January 31, 2005Net
      Operating Revenue
    Nil
    Nil
    Nil
    Nil
    NilLoss
      from operations
    ($195,335)
    ($156,658)
    ($182,422)
    ($138,379)
    ($92,349)Loss
      per common share
    ($0.05)
    ($0.28)
    ($0.32)
    ($0.24)
    ($0.16)Total assets
    $101,485
    $90,043
    $88,106
    $101,089
    $170,236Shareholders deficiency
    ($952,111)
    ($1,256,776)
    ($1,141,899)
    ($959,477)
    ($821,098)Long
      term debt
    Nil
    Nil
    Nil
    $39,676
    NilCash
      dividends per share
    Nil
    Nil
    Nil
    Nil
    NilDeficit
    ($2,618,939)
    ($2,423,604)
    ($2,266,946)
    ($2,084,524)
    ($1,946,145)Capital stock
    $1,613,471
    $1,113,471
    $1,113,471
    $1,113,471
    $1,113,471Weighted average number of shares
      outstanding
    10,565,171
    565,171
    565,171
    565,171
    565,171


Since June 1, 1970, the government of Canada has permitted a
floating exchange rate to determine the value of the Canadian dollar as compared
to the United States dollar. On June 3, 2009, the exchange rate in effect was
US$1.00 = Cdn$1.0884. This exchange rate is based on the noon buying rates in
New York City, for cable transfers in Canadian dollars, as certified for customs
purposes by the Federal Reserve Bank of New York. For the past five fiscal years
ended January 31 and for the six-month period ended January 31, 2009, the
following exchange rates were in effect for Canadian dollars exchanged for
United States dollars, calculated in the same manner as mentioned above:

TimePeriod
    Average Exchange Rate for PeriodYear ended Jan 31, 2009
    $1.0846Year ended Jan 31, 2008
    $1.0603Year ended Jan 31, 2007
    $1.1357Year ended Jan 31, 2006
    $1.2006Year ended Jan 31, 2005
    $1.2912Time Period
    Average Exchange Rate for
      PeriodMonth ended January 31, 2009
    $1.2229Month ended December 31, 2008
    $1.2360Month ended November 31, 2008
    $0.2219Month ended October 31, 2008
    $0.1727Month ended September 30, 2008
    $1.0568Month ended August 31, 2008
    $1.0518


3

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3.2           Capitalization
and Indebtedness

The following table sets forth our indebtedness and
capitalization as at January 31, 2009:

US GAAP
    Canadian GAAPIndebtednessShort term debt     (unsecured and
                                    
        not guaranteed)
    $1,095,377
    $1,053,596Long term debt
    $Nil
    $NilTotal
    $1,095,377
    $1, 053,596Shareholders
      DeficiencyCommon shares
    $1,613,471
    $1,613,471APIC/ Contributed
      surplus
    $11,576
    $53,357Accumulated
      deficit
    ($2,700,078)
    ($2,618,939)Total
    ($1,075,031)
    ($952,111)


3.3           Reasons for the
Offer and Use of Proceeds

Not Applicable

3.4           Risk
Factors

Any investment in our common shares involves a high degree of
risk. You should consider carefully the following information before you decide
to buy our common shares. If any of the events discussed in the following risk
factors actually occurs, our business, financial condition or results of
operations would likely suffer. In this case, the market price of our common
shares could decline, and you could lose all or part of your investment in our
shares The following is a list of all known material risks relating to our
business and an investment in our common shares:

We have a history of losses. Our inability to achieve
profitability will negatively impact any investment in our shares.

We have incurred losses in our business operations since
inception, and we expect that we will continue to incur losses for the
foreseeable future. From March 31, 1998, the date of incorporation, to January
31, 2009, we have incurred losses totalling $2,618,939 under Canadian GAAP
(Cdn$2,700,078 under US GAAP). Very few junior resource companies ever become
profitable. Failure to achieve and maintain profitability may adversely affect
the market price of our common stock.

We have limited financial resources and no source of
operating cash flow. If we are unable to generate revenue, our business may
fail.

We have limited financial resources, no source of operating
cash flow and no commitments for additional funding for further exploration of
the Dotted Lake property. Failure to obtain such additional financing could
result in delay or indefinite postponement of further exploration and ultimately
the failure of our business.

4

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Very few mineral properties are ultimately developed into
producing mines. If we are unable to prove that a mineral reserve exists on our
Dotted Lake property, our business may fail.

The business of exploration for minerals and mining involves a
high degree of risk. Few properties that are explored are ultimately developed
into producing mines. At present, our mineral properties have no known body of
commercial ore. Most exploration projects do not result in the discovery of
commercially mineable deposits of ore.

Substantial expenditures are required for us to establish ore
reserves through drilling, to develop metallurgical processes, to extract the
metal from the ore and, in the case of new properties, to develop the mining and
processing facilities and infrastructure at any site chosen for mining.

It is unknown whether we will discover minerals in sufficient
quantities to justify commercial operations or that we can obtain the funds
required for development on a timely basis. The probability of an individual
mineral exploration prospect such as the Dotted Lake Property ever containing
reserves is extremely remote. It is unlikely that the property contains
reserves, so any funds expended on the property will most likely be lost.

If we do not obtain additional financing, our business will
fail.

As at January 31, 2009, we had cash in the amount of $4,856.
Our ability to continue as a going concern is dependent upon the ability of
management to obtain sufficient financing. Management is actively seeking
additional financing, but has no specific commitments for investment. These
matters raise doubt about the companys ability to continue as a going concern.
These financial statements do not include adjustments that would be necessary
should the company be unable to continue as a going concern.

Because management has only limited experience in resource
exploration, the business has a higher risk of failure.

Our management has only limited experience in resource
exploration. None of our directors or officers has any significant technical
training or experience in resource exploration for, starting and operating a
mine. With no direct training or experience in this sector, our management may
not be fully aware of many of the specific requirements related to working
within the industry. Their business decisions may not take into account standard
engineering or managerial approaches that mineral exploration companies with
qualified management commonly use. As a result, our operations, earnings and
ultimate financial success could suffer irreparable harm due to managements
lack of experience in this industry.

Mineral exploration involves a high degree of risk against
which we are not currently insured. If an environmental liability was incurred,
it may irreparably harm our business.

Unusual or unexpected rock formations, formation pressures,
fires, power outages, labour disruptions, flooding, cave-ins, landslides and the
inability to obtain suitable or adequate machinery, equipment or labour are
risks involved in the operation of mines and the conduct of exploration
programs.

It is not always possible to fully insure against such risks
and we may decide not to take out insurance against such risks as a result of
high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in
increasing costs and a decline in the value of our common stock. We do not
currently maintain insurance against environmental risks relating to the Dotted
Lake property.

5

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If title to the Dotted Lake property is disputed, we may
lose our sole business asset and our business may fail.

The Dotted Lake property may be subject to prior unregistered
agreements or transfers or native land claims and title may be affected by
undetected defects. There is a risk that the property boundaries could be
challenged. In such circumstances, we will incur costs defending our title to
the Dotted Lake property and may lose our interest in the claims, causing our
business to fail.

We may require permits and licenses that we may not be able
to obtain. If we are unable to obtain such permits and licenses, our business
plan will fail.

Our operations may require licenses and permits from various
governmental authorities. If we are unable to obtain such licenses and permits,
we will not be able to continue exploration and development of the Dotted Lake
property and we may have to abandon our business plan.

We will be required to obtain work permits from the Ontario
Ministry of Northern Development and Mines for the Phase II drilling program and
any subsequent exploration work that results in a physical disturbance to the
land if the program calls for the disturbance of more than 10,000 square meters
of the property surface, or such areas that would total that amount when
combined. A work permit is also required for the erection of structures on the
property. There is no charge to obtain a work permit under the Mining Act.

Metal prices fluctuate widely. A decrease in metal prices
may prevent us from raising the capital necessary to continue our business plan
in the future. As well, low metal prices will reduce the value of any reserve we
discover on the Dotted Lake property.

Factors beyond our control may affect the marketability of any
minerals we discover. Metal prices have fluctuated widely, particularly in
recent years. Our ability to raise capital for continuing exploration of the
Dotted Lake property depends to a large degree on the market price for metals
generally, as well as for gold in particular. In addition, the value of any
reserve we discover on the Dotted Lake property will fluctuate depending on
current metal prices. Low metal prices may make it uneconomical to commence
production on the Dotted Lake property if a reserve is established, of which
there is no guarantee.

The resource industry is very competitive. The competitive
nature of the business may increase our cost of operations and prevent us from
obtaining interests in additional mineral properties.

The resource industry is intensely competitive in all its
phases. We compete with many companies possessing greater financial resources
and technical facilities than us for the acquisition of mineral concessions,
claims, leases and other mineral interests as well as for the recruitment and
retention of qualified employees.

In conducting exploration on the Dotted Lake property, we
will be subject to environmental regulations. In addition, our operations may be
adversely affected by changes in environmentalregulations. A significant change in such regulations may
prevent us from proceeding with our business plan.

6

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Our operations are subject to environmental regulations
promulgated by government agencies from time to time. Environmental legislation
provides for restrictions and prohibitions on spills, release or emissions of
various substances produced in association with certain mining industry
operations, such as seepage from tailings disposal areas, which would result in
environmental pollution. A breach of such legislation may result in the
imposition of fines and penalties. In addition, certain types of operations
require the submission and approval of environmental impact assessments.
Environmental legislation is evolving in a manner which means that standards,
enforcement, fines and penalties for non-compliance are more stringent.
Environmental assessments of proposed projects carry a heightened degree of
responsibility for us and our directors, officers and consultants. The cost of
compliance with changes in governmental regulations has a potential to reduce
the profitability of our operations. We do not maintain environmental liability
insurance.

When our exploration program on the Dotted Lake property
proceeds to the drilling stage, we may be required to post small bonds if the
rights of a private land owner may be affected. We may also be required to file
statements of work with the Ministry of Northern Development and Mines. We will
also be required to undertake remediation work on any exploration that results
in physical disturbance to the land. The cost of remediation work will vary
according to the degree of physical disturbance.

Our listed securities are subject to penny stock regulation,
which may impede an investors ability to purchase our common shares.

The price of our common stock is below $5.00 per share and is
subject to "penny stock" regulation. "Penny stock" rules impose additional sales
practice requirements on broker-dealers who sell such securities to persons
other than established customers and accredited investors (generally those with
assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000
together with a spouse). For transactions covered by these rules, the
broker-dealer must make a special suitability determination for the purchase of
such securities and have received the purchaser's written consent to the
transaction prior to the purchase. Additionally, for any transaction involving a
penny stock, unless exempt, the rules require the delivery, prior to the
transaction, of a disclosure schedule prescribed by the Commission relating to
the penny stock market. The broker-dealer also must disclose the commissions
payable to both the broker-dealer and the registered representative and current
quotations for the securities. Finally, monthly statements must be sent
disclosing recent price information on the limited market in penny stocks.
Consequently, the "penny stock" rules may restrict the ability of broker-dealers
to sell our shares of common stock. The market price of our shares would likely
suffer as a result.

Enforcement of legal process may be difficult.

All members of our Board of Directors and management reside in
Canada. As well, our address for service is a Canadian address. Accordingly,
investors will not be able to:

|1. | effect legal process upon us or upon individuals related
      to us within the United States;                                                             
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                            
|2. | enforce judgments obtained in United States courts
      against us based upon the civil liability provisions of the United States
      securities law; or

|   |                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------
|3. | enforce United States court judgments based upon the
      civil liability provisions of the United States federal securities
      law.

7

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However, investors may commence original actions against us,
our directors and officers and our experts in British Columbia courts. However,
as our sole mineral property asset is located in Ontario, additional legal
proceedings would need to be commenced in that province in order to satisfy any
judgment.

Investors may not be able to seek judgment in British Columbia
or Ontario if the court determines that it is unable to rule in a matter that
involves determinations respecting United States securities laws. In such
circumstances, investors would be prevented from obtaining judgment that is
enforceable against us.

As we are incorporated pursuant to the laws of British
Columbia, duties of our directors and officers, and the ability of shareholders
to initiate a lawsuit on our behalf, are governed by the British ColumbiaBusiness Corporations Act.

ITEM
4                    
Information on the Company

4.1           History and
Development

We were incorporated under the name Gemstar Resources Ltd.
pursuant to the Company Act in the Province of British Columbia, Canada
by registration of our Memorandum and Articles of Association and the issuance
by the Registrar of Companies of a Certificate of Incorporation on March 31,
1988. In March 2006, we transitioned to the provinces Business Corporations
Act. On October 23, 2007, we changed our name to Rouge Resources Ltd.;
restructured our share capital by consolidating our issued and outstanding
common shares on a one for ten (1:10) basis; and increased our authorized share
capital from 10,000,000 common shares to an unlimited number without par
value..

We are a reporting issuer in both British Columbia and Alberta
and a foreign issuer in the United States with the Securities and Exchange
Commission. Our common shares are posted for trading on the Over-The-Counter:
Bulletin Board (OTC:BB) in the United States under the symbol ROUGF:OB.

We are engaged in the acquisition, exploration and, if
warranted, development of mineral resource properties and beneficially own 1
mineral claim in north-central Ontario, Canada. Our head office is located at
#203  409 Granville Street, Vancouver British Columbia, Canada, V6C 1T2 and our
telephone number is (604) 831-2739.

We have not been involved in any bankruptcy, receivership or
similar proceedings, nor have we been a party to any material reclassification,
merger, consolidation, purchase or sale of a significant amount of assets.

In fiscal 2001, we entered into an agreement to acquire 100%
interest in the Dotted Lake property (the Property) located in the Thunder Bay
Mining District of North Central Ontario, Canada. Since then, we have conducted
certain exploration activities described below; completed a 43-101 compliant geological report; and otherwise have kept the
property in good standing with the Ontario Ministry of Northern Development and
Mines for future exploration.

8

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Since the Company is in the exploration stage, it has no
current revenues nor has it earned any since inception. There is no assurance
that a commercially viable mineral deposit exists on our Property. Further
exploration is required before a final evaluation of the economic feasibility
can be determined. Significant additional financing and considerable time will
be required before our mineral claim can be explored and, if warranted,
developed into a commercial enterprise.

4.2The Dotted Lake Property

As at January 31, 2009, the Company had incurred the following
expenditures on the Property since inception:

| |                            |   | January 31, |  |   | January 31, | 
| | -------------------------- | - | ----------- |  | - | ----------- | 
| |                            |   | 2009        |  |   | 2008        | 
| |                            |   |             |  |   |             | 
| | Mineral properties         |   |             |  |   |             | 
| | Staking                    | $ | 4,206       |  | $ | 4,206       | 
| |                            |   |             |  |   |             | 
| | Deferred exploration costs |   |             |  |   |             | 
| | Geological
      survey    |   | 40,000      |  |   | 40,000      | 
| | Geological consulting fees |   | 41,139      |  |   | 26,233      | 
| |                            |   | 81,139      |  |   | 66,233      | 
| |                            |   |             |  |   |             | 
| |                            | $ | 85,345      |  | $ | 70,439      | 

(i)         
 Location and Access

The Property is situated in north central Ontario,
approximately 50 kilometers northeast of Lake Superior and 260 kilometers
east-northeast of Thunder Bay. Manitouwadge (45 kilometers north), Marathon (45
kilometers southwest) and White River (50 kilometers southeast) are the closest
towns. The latter two communities are situated along Highway 17, part of the
Trans-Canada Highway network, while the property itself lies approximately 20
kilometers north of Highway 17. Hemlo Gold Mines is 20km south of the
Property.

Currently, there is no road access directly onto the Property
but drivable logging roads are within 1km. From Highway 614, located 13
kilometres north of Highway 17, a bush road leads seven kilometers
north-eastward to the southwest shore of Dead Otter Lake. From there, the
property may be conveniently reached by boat in summer or snowmobile in winter.
Alternatively, another bush road that connects with Highway 614, approximately
19.2 kilometers north of Hwy 17, terminates 0.7 kilometers north of the north
claim boundary.

The Property experiences a temperate climate with moderate to
long cold winters and short warm to hot summers. Total annual precipitation is
about 1,000 millimeters, including over three meters of snow. Break up or freeze
up conditions may impinge upon exploration activities, but normally exploration
and mining may be conducted year round. However, it is more economical to
explore in spring and summer when access to and travel across the property is much easier,
and when snow removal for surface exploration is not required.

9

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(ii)         Title
and Claim Status

We currently hold a 100% interest in 1 mineral claim comprising
15 claim units totalling approximately 375 hectares known as the Dotted Lake
property. It is currently in good standing until March 14, 2010 after which
additional exploration spending of approximately $1,000 would be required to
maintain it for another year.

From the beginning, the claim has been registered in the name
of 1179406 Ontario Ltd., a private Ontario company owned by Mr. R.J. Reukl, in
trust as a convenience for us to help keep costs down since we were an
extra-provincial claimholder in Ontario. However, on April 8, 2009 the trust
arrangement was changed from Mr. Reukl to Mr. D.T. Krell, one of our directors,
who now owns the claim in trust for us. We do not have any third party
obligations against the claim.

There is no assurance that a commercially viable mineral
deposit exists on the Property and further exploration will be required before
final evaluation of its economic feasibility.

(iii)        Previous
Exploration

Several companies and individuals have conducted exploration
activities on various parts of the Property over many years. To date, no mineral
deposit has been delineated and, consequently, there has been no production from
the property nor any reserve or resource estimated.

In fiscal 2002, we completed our acquisition of the Property by
paying $200,000 in cash to an unrelated private British Columbia company named
LCM Equity Inc. (LCM). We also advanced $152,000 to LCM for planned
exploration of the Property. All of these funds came from our officers and
immediate family members in the form of related party loans.

Near the end of calendar 2002, as a result of extreme weather
conditions, we were having difficulty undertaking our planned work program on
the Property, including the required assessment work to keep the claims in good
standing. Following discussion with our consulting geologist, Mr Andre Pauwels
P. Geo, we decided it would be less expensive to allow the claim to lapse and
then re-stake it early the following year. As a result, the claim was permitted
to lapse and, consequently, the acquisition cost was written off during the year
ended January 31, 2003. Once the weather conditions improved, our consulting
geologist re-staked the claim in March 2003 at a cost to us of $4,206 with an
initial expiry date of March 14, 2007 from the Ontario Ministry of Northern
Development and Mines. The expiry date has since been extended and to date the
claim remains in good standing.

During the quarter ended April 30, 2005, we completed an
airborne VLF-EM survey of the mineral claim at a cost of $40,000 paid in full
from the $152,000 of exploration funds advanced to LCM per above. We were
searching for changes in the magnetic field over certain areas of the Property.
Magnetic anomalies may result from accumulations of certain magnetic rocks such
as phrhotite, hematite and magnetite. These rock types are often found alongside
base metals such as copper, zinc and nickel, or precious metals such as gold and
silver.

A VLF-EM survey consists of two separate surveys: a Very Low
Frequency survey and an ElectroMagnetic survey. Very low frequency surveys use
radio waves to determine whether rocks on a mineral property conduct electricity. Almost all of the
precious and base metals that we seek are above average conductors of
electricity and will affect VLF readings. Electromagnetic surveys involve
measuring the strength of the earths magnetic field. Variations in the magnetic
readings on a property may indicate the increased likelihood of precious or base
minerals in the area.

10

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Also, during the quarter ended April 30, 2005, we commissioned
and advanced $4,500 to our consulting geologist to complete an evaluation report
regarding the merits of the Property in accordance with Form 43-101 prescribed
by the regulatory authorities.

During the quarter ended July 31, 2005, we undertook a ground
VLF (Very Low Frequency) and magnetic survey over 100 meter spaced cut lines (15
km) at the north western side of the Property costing $14,636. Also, during this
quarter, the $112,000 balance of funds advanced to LCM per above was returned to
us after we discontinued using LCMs exploration services.

Effective December 6, 2005, the 43-101 compliant evaluation
report was completed by our consulting geologist, Mr. Andre Pauwels, for an
additional cost of $7,097. It recommended the two phase exploration program
below:

- Phase 1 spending of $51,500 on geological surveys to explore
the exhalite horizon on the Property including a TDEM (Time Domain
Electromagnetic) survey centered at the Fairservice showing to test for massive
sulphides bodies at depth and to do research to delineate the possible western
extension of the exhalite horizon on the property. The TDEM survey is one of
several geophysical exploration methods. In the conventional TDEM survey, an
induction coil is used as the magnetometer which allows conductivity of rock
below the surface to be measured at greater depths.

- Phase 2 spending of $171,900 on extensive targeted diamond
drilling to determine the mineral content of rock below the surface of the
Property. Drillinginvolves extracting a long cylinder of rock, known as
a drill core, from the ground for analysis to determine the amount of metal
content at different depths. This phase will only be considered after Phase I
has proven successful.

This 43-101 report is available under our public disclosures on
www.sedar.com.

During the years ended January 31, 2007 and 2008, we kept our
claim in good standing but did not conduct any work on the Property. In fiscal
2007, this was mainly due to the significant amount of time, effort and cost
required to lift the cease trade orders by August 2006 initiated by the British
Columbia and Alberta Securities Commissions in late fiscal 2004.

(iv)         Current
and Proposed Exploration

In May 2008, we hired Fladgate Exploration Consulting to
conduct a soil sampling program on the Property to try and find a drilling
target. The program involved examining surface samples for base metal content
and cost $14,906. Their report dated August 5, 2008 indicated the possibility of
some gold and zinc mineralization in certain of the 47 samples collected. This
increased the total exploration spending on the Property since acquisition to
$85,345 of which $4,206 relates to the re-staking in March 2003.

Before proceeding with more extensive exploration, the Fladgate
report recommended a $12,000 follow-up soil sampling program to expand on the
gold samples found during its May 2008 testing. Depending on the results of this
follow-up program planned for fiscal 2010, the Company remains committed to the recommendations contained in its 43-101
compliant Evaluation Report dated December 6, 2005. The phased exploration
budget contained therein totaled $223,400 as follows:

11

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|Phase I: TDEM Survey and Research                                                  |   |         | 
|---------------------------------------------------------------------------------- | - | ------- | 
|                                                                                   |   |         | 
|Planning , organization, supervision
      (senior geologist 9 days at $600 each): | $ | 5,400   | 
|Line cutting (15 kilometers at $500 each):                                         | $ | 7,500   | 
|TDEM contract (12 kilometers at $1,500
      each)                                 | $ | 18,000  | 
|Mobilization of TDEM crew:                                                         | $ | 6,000   | 
|Supplemental VLF/HLEM ground surveys:                                              | $ | 3,000   | 
|Research western area of the claims (senior geologist 6
      days at $600 each):  | $ | 3,600   | 
|Processing 2005 airborne VLF data:                                                 | $ | 2,500   | 
|Drafting, travel costs and miscellaneous:                                          | $ | 3,000   | 
|Contingency 5%:                                                                    | $ | 2,500   | 
|                                                                                   |   |         | 
|Total                                                                              | $ | 51,500  | 
|                                                                                   |   |         | 
|Phase II: Diamond Drilling  Six Holes                                             |   |         | 
|                                                                                   |   |         | 
|Contract price (1,000 meters at $85 per
      meter):                              | $ | 85,000  | 
|Drill mobilization and de-mobilization:                                            | $ | 15,000  | 
|Drill site preparation:                                                            | $ | 7,200   | 
|Core boxes and supplemental drill supplies:                                        | $ | 6,000   | 
|Assays (75 samples at $20):                                                        | $ | 1,500   | 
|Senior geologist supervision, organization, logging travel:                        | $ | 21,000  | 
|Field assistant for sampling and core
      handling (25 days at $200/day):        | $ | 5,000   | 
|Report:                                                                            | $ | 5,000   | 
|Drafting:                                                                          | $ | 3,000   | 
|Domicile for geologist and field assistant:                                        | $ | 5,200   | 
|Transportation (rental of trucks and
      snowmobiles)                            | $ | 2,000   | 
|Supplies for sampling and surveys, sample transport:                               | $ | 2,000   | 
|Permitting and reclamation:                                                        | $ | 6,000   | 
|Contingency 5%:                                                                    | $ | 8,000   | 
|                                                                                   |   |         | 
|Total                                                                              | $ | 171,900 | 

4.3           Competition

The mineral property exploration business, in general, is
intensely competitive and there is no assurance that even if commercial
quantities of ore are discovered, a ready market will exist for the sale of
same. Numerous factors beyond our control may affect the marketability of any
minerals discovered. These factors include market fluctuations, the proximity
and capacity of natural resource markets and processing equipment, government
regulations relating to prices, taxes, royalties, land tenure, land use,
importing and exporting of minerals, environmental protection, etc. The exact
effect of these factors cannot be accurately predicted, but in combination these
factors may make it very difficult to realize an adequate return on investment.

12

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We compete with many companies possessing greater financial
resources and technical capabilities than we have regarding the acquisition of
mineral concessions, claims, leases and other mineral interests as well as for
the recruitment and retention of qualified staff.

4.4           Management and
Employees

We do not have any employees other than our directors and
officers.

We are party to an amended agreement dated May 1, 2008 with Mr.
Darcy Krell, our Secretary and Chief Financial Officer, who is engaged to
perform certain management and administrative services on our behalf for a fee
of $6,500 per month, including $5,000 as management fees. Mr. Krell is the
husband of our President, Ms. Linda Smith, and the father of our director, Ms.
Shannon Krell.

We retain Mr. Krell to arrange and negotiate mineral property
acquisitions and exploration contracts (subject to director approval); arrange
for and secure financings for the company; arrange for the payment of all
company obligations and the collection of all receivables, if any; establish and
maintain suitable banking relations; ensure the maintenance of proper accounting
records and compliance with all statutory reporting requirements; and
acknowledge corporate inquiries and correspondence as required.

4.5           Environmental
Regulations

We will be required to comply with all regulations, rules and
directives of governmental authorities and agencies applicable to the
exploration of minerals in Canada generally, and in the Province of Ontario,
specifically. Under these laws, prior to production, we have the right to
explore the property, subject only to a notice of work which may entail posting
a bond. To date, we have not been required to post a bond with respect to our
exploration activities on the Dotted Lake property.

In addition, production of minerals in Ontario will require
prior approval of applicable governmental regulatory agencies. We can provide no
assurance to investors that such approvals will be obtained. The cost and delay
involved in attempting to obtain such approvals is unknown at this time.

We have budgeted for regulatory compliance costs as part of our
operations. We will have to incur the cost of reclamation and environmental
mediation for all exploration work undertaken. The amount of these costs is also
unknown at this time as we do not know the extent of future exploration.

Permits and regulations will control all aspects of any
production program if the project continues to that stage because of the
potential impact on the environment. Examples of regulatory requirements
include:

| | - | Water discharge will have to meet
      water standards;                                             
| | - | -----------------------------------------------------------------------------------------------------
| |   |                                                                                                      
| | - | Dust generation will have to be
      minimal or otherwise re-mediated;                              
| |   |                                                                                                      
| | - | Dumping of material on the
      surface will have to be re-contoured and re-vegetated;              
| |   |                                                                                                      
| | - | An assessment of all material to
      be left on the surface will need to be environmentally benign;

13

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| | - | Ground water will have to be monitored for any potential
      contaminants;                                                     
| | - | ---------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                  
| | - | The socio-economic impact of the project will have to be
      evaluated and if deemed negative, will have to be re-mediated; and
| |   |                                                                                                                                  
| | - | There will have to be an impact report of the work on the
      local fauna and flora.                                           

We do not require any government authorization to proceed with
Phase 1 of the exploration program recommended in our 43-101 technical
evaluation report since it (and our other exploration activities conducted to
date) will cause little, if any, physical disturbance of the land. However, we
will be required to obtain work permits from the Ontario Ministry of Northern
Development and Mines for the Phase 2 drilling program and any subsequent
exploration work that results in a physical disturbance to the land. If more
than 10,000 square meters of property surface are affected, or such areas that
would total that amount when combined, a work permit is required. There is no
charge to obtain a work permit under the Mining Act.

When our exploration program proceeds to the drilling stage, we
may be required to post small bonds if the rights of a private land owner may be
affected. We may also be required to file statements of work with the Ministry
of Northern Development and Mines and to undertake remediation work on any
exploration that results in physical disturbance to the land. The cost of
remediation work will vary according to the degree of physical disturbance.

ITEM
5.                    
Operating and Financial Review and
Prospects(stated
in Canadian $ under Canadian GAAP)

5.1           Results of
Operations

We are an exploration stage company owning 1 claim on the
Dotted Lake property located in north-central Ontario, Canada and no revenue has
been realized to date.

The following table shows selected audited financial
information for the three most recently completed fiscal years:

Year Ended January 31, 2009
    Year Ended January 31, 2008
    Year Ended January 31, 2007FINANCIAL POSITIONTotal Assets
    $        101,485
    $           
      90,043
    $            
      86,106Total Liabilities (all current)
    $     1,053,596
    $       1,346,819
    $        1,230,005Accumulated Deficit
    $
        (2,618,939)
    $     (2,423,604)
    $     (2,266,946)OPERATIONSTotal Revenues
    Nil
    Nil
    NilTotal Expenses / Net Loss
    $     (195,335)
    $       
      (156,658)
    $         
      (182,422)Net
      Loss per Share
    $             
      0.05
    $               
      0.28
    $                 
      0.32


14

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The following results of operations should be read in
conjunction with the audited financial statements for the years ended January
31, 2009 and 2008:

|                                         |   | Year Ended       |   |   | Year Ended       |  
|---------------------------------------- | - | ---------------- | - | - | ---------------- | -
|                                         |   | January 31, 2009 |   |   | January 31, 2008 |  
|Revenue                                  | $ | Nil              |   | $ | Nil              |  
|Expenses                                 |   |                  |   |   |                  |  
|Accretion of convertible promissory note | $ | 11,871           |   | $ | 2,331            |  
|Management fees                          |   | 52,750           |   |   | 30,000           |  
|Office administration and travel         |   | 49,026           |   |   | 69,967           |  
|Professional fees                        |   | 70,056           |   |   | 45,162           |  
|Transfer agent and filing fees           |   | 11,632           |   |   | 9,198            |  
|                                         |   |                  |   |   |                  |  
|Total Expenses / Net Loss                | $ | (195,335         | ) | $ | (156,658         | )

RevenueThe Company is in the exploration stage and
has not generated any revenues since inception.

Expenses and Net Loss The Company reported a net
loss of $195,335 in fiscal 2009 compared to $156,658 in fiscal 2008. This
$38,677 increase in expenses and net loss was due to the net changes in the
following expense line items:

-       increase in professional
fees (legal, audit and accounting) by $24,893 due to higher costs associated
with being a public company.

-      increase in management fees by
$22,750 due to more time and effort required to run the business leading to a
fee increase from $2,500 to $5,000 per month effective May 1, 2008.

-      decrease in office
administration, travel and other by $20,940 due to combination of reduced
management travel and office expenses in fiscal 2009 during economic downturn
and non-recurring expenses in fiscal 2008 pertaining to reactivating the Company
as a reporting issuer in British Columbia and Alberta and a foreign issuer in
the United States.

-       increase in transfer
agent and filing fees by $2,434 due to higher costs of administering the
shareholders annual general meeting.

-      increase in accretion of
convertible promissory note by $9,540 due to three year extension of its
maturity date to January 1, 2011, giving rise to additional accretion of the
embedded conversion feature.

15

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5.2Liquidity and Capital Resources

|(i) Working Capital (Deficiency) |   | As At            |   |   | As At            |  
|-------------------------------- | - | ---------------- | - | - | ---------------- | -
|                                 |   | January 31, 2009 |   |   | January 31, 2008 |  
|                                 |   |                  |   |   |                  |  
|Current assets                   | $ | 7,392            |   | $ | 10,063           |  
|Current liabilities              |   | (1,053,596       | ) |   | (1,346,819       | )
|                                 |   |                  |   |   |                  |  
|Working capital (deficiency)     | $ | (1,046,204       | ) | $ | (1,336,756       | )

During the year ended January 31, 2009, the working capital
deficiency decreased by $290,552 mainly due to decreased amounts owing to
related parties.

|(ii) Cash Flow                            |   | Year Ended       |   |   | Year Ended       |  
|----------------------------------------- | - | ---------------- | - | - | ---------------- | -
|                                          |   | January 31, 2009 |   |   | January 31, 2008 |  
|Net cash used in Operating Activities     | $ | (162,573         | ) | $ | (180,512         | )
|Net cash used in Investing Activities     |   | (14,906          | ) |   | (2,662           | )
|Net cash provided by Financing Activities |   | 176,336          |   |   | 179,517          |  
|                                          |   |                  |   |   |                  |  
|Decrease in Cash during the Year          | $ | (1,143           | ) | $ | (3,657           | )
|                                          |   |                  |   |   |                  |  
|Cash, Beginning of Year                   |   | 5,999            |   |   | 9,656            |  
|Cash, End of Year                         | $ | 4,856            |   | $ | 5,999            |  

At January 31, 2009, the Companys cash position was $4,856
compared to $5,999 at January 31, 2008. The decrease in cash of $1,143 in fiscal
2009 and $3,657 in 2008 resulted from the following cash flow activities:

| | (i)   | Net cash used in operating activities of $162,573 in 2009
      and $180,512 in 2008 was due to operating losses in both years net of an
      increase in current liabilities in 2009 and a decrease in 2008.                                                                                                           
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                          
| | (ii)  | Net cash used in investing activities of $14,906 in 2009
      and $2,662 in 2008 was due to completion of a soil sampling program on the
      Property in 2009 and purchase of office equipment in 2008.                                                                                                               
| |       |                                                                                                                                                                                                                                                                                                                          
| | (iii) | Net cash provided by financing activities of $176,336 in
      2009 was due to $500,000 of cash raised from a non-brokered private
      placement of $323,664 repayment of advances to related parties. The
      $179,517 of cash provided in 2008 was exclusively due to advances received
      from related parties.

(iii) Anticipated Cash Requirements

Over the next 12 months, the Company has estimated its minimum
cash requirements as follows:

16

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|Operating Expenses                                                 |   |         | 
|------------------------------------------------------------------ | - | ------- | 
|Management fees                                                    | $ | 60,000  | 
|Professional fees                                                  |   | 70,000  | 
|General, administration and other expenses                         |   | 60,000  | 
|                                                                   | $ | 190,000 | 
|Mineral exploration regarding on-going soil sampling
      program |   | 12,000  | 
|Total                                                              | $ | 202,000 | 

As previously mentioned, we plan to spend approximately $12,000
on the Property during the Spring-Summer 2008 based on the Fladgate report
recommendation of a follow-up soil sampling program to expand on the gold
samples found during its May 2008 testing. We also anticipate spending
approximately $190,000 for on-going management and administration of our
corporate affairs during the ensuing twelve month period to January 31,
2010.

With no operating revenues to date, the Company initially
financed its operations through the issuance of common shares and, over the past
six years, has primarily used related party loans from Company officers and
immediate family members. However, during the 2nd half of year ended
January 31, 2009, we were successful in raising $500,000 through the issuance of
10,000,000 units at a price of $0.05 per unit under a non-brokered private
placement to help pay down our debt and reduce our working capital deficiency.
Each unit consists of one common share of the Company and one non-transferable
share purchase warrant entitling the holder to acquire one additional common
share at a price of $0.10 for two years.

At January 31, 2009, we had total assets of $101,485 under
Canadian GAAP consisting of: cash $4,856, GST receivable $2,536, credit card
deposit $6,900, mineral properties and deferred exploration costs $85,345 and
computer equipment $1,848. At the same date, we had total liabilities of
$1,053,596 consisting of $124,648 in accounts payable and accrued liabilities
and $928,948 in demand loans from related parties.

At January 31, 2009, we had accumulated $1,046,095 of
non-capital losses available for carry forward as deduction against future
taxable incomes (if any) which expire from 2010 to 2029.

There can be no assurance that additional financing will be
available when needed or, if available, on commercially reasonable terms. If the
Company is unable to obtain additional financing on a timely basis, either
through issuance of more common shares or obtaining additional advances from
related parties, the Company may not be able to meet its obligations as they
come due and may be forced to scale down or perhaps even cease business
operations.

To a significant extent, our ability to raise capital is also
affected by trends and uncertainties beyond our control. These include the
market prices for base and precious metals and results from our exploration
programs. Our ability to attain our business objectives may be significantly
impaired if prices for metals such as gold, copper and platinum fall or if
results from our intended exploration programs on our Property are unsuccessful.

17

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ITEM
6.                    
Directors, Senior Management and Employees

6.1           Directors and
Officers

As at January 31, 2009, our directors and executive officers,
their ages, positions held, and duration of such, are as follows:

Name
      Position Held with the Company
      Age
      Date First Elected or AppointedLinda Smith (1)
    President, Chief Executive
      Officer and Director
    60
    October 27, 2000Darcy Krell (1)
    Secretary, Chief Financial
      Officer and Director
    61
    October 27, 2000Shannon Krell
    Director
    32
    October 27, 2000


(1)Member of the Audit Committee

There are no arrangements or undertakings between any of our
directors or executive officers, pursuant to being selected as a director or
executive officer. However, there are family relationships among our directors
and officers in that Ms. Linda Smith and Mr. Darcy Krell are husband and wife
and Mr. Krell is the father of Ms. Shannon Krell.

The following describes the business experience of our
directors and executive officers, including other directorships held in
reporting companies:

Linda Smith

Ms. Linda Smith has acted as our president and as a director
since October 27, 2000. Ms. Smith also acted as Blue Lightning Ventures Inc.s
president and director from October 1999 to July 2004. She also acted in the
same capacities for Big Bar Gold Corporation from August 1999 to June 2003 and
for Candorado Operating Company Ltd. from June 2000 to November 2001. All of
these companies are British Columbia and Alberta reporting corporations involved
in mineral property exploration. Ms. Smith was also employed part-time as a
dental assistant from 1995 to 2002. At present, Ms. Smith assists Mr. Darcy
Krell in providing management services to us and is currently not compensated
for her services. In addition, Ms. Smith acts as a director of Algorithm Media
Inc., an Alberta and British Columbia reporting company that is also pursuing
mineral property acquisitions.

Darcy Krell

Mr. Krell has acted as our Secretary and Chief Financial
Officer since October 27, 2000 and is a private investor in various reporting
and private companies since 1996. He also acted as a director of Big Bar Gold
Corporation from March 2002 to April 2004 and Blue Lightning Ventures Inc. from
March 2002 to July 2004, both of which are Alberta and British Columbia
reporting companies involved in mineral property exploration. In addition, Mr.
Krell acts as a director of Algorithm Media Inc., an Alberta and British
Columbia reporting company, that is also pursuing mineral property acquisitions.

18

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Mr. Krell is long on experience but has no professional
training or technical credentials in the field of mineral property exploration
or development. He spends approximately 35% of his time on our affairs.

Shannon Krell

Ms. Shannon Krell has acted as our director since October 27,
2000. She recently graduated in psychology from the University of British
Columbia in Vancouver and is currently attending the University of Victoria on
Vancouver Island in pursuit of her Bachelor of Law degree.

Ms. Krell has no professional training or technical credentials
in the field of mineral property exploration or development. She spends
approximately 10% of her time on our affairs.

6.2      Compensation of Directors

We are required, under applicable securities legislation in
Canada, to disclose to our shareholders details of compensation paid to our
directors. The following fairly reflects all material information regarding
compensation paid to our directors for the fiscal years ended January 31, 2009
and 2008:

Summary Compensation Table

NAME AND PRINCIPAL
        POSITION
      YEAR
      ANNUAL
        COMPENSATION
      LONG-TERM
        COMPENSATIONSalary
      Bonus
      Other Annual
        Compens -ation
      Awards
      LTIPpayouts
      All Other Compen- sationRestricted Stock
        Awards
      Securities Underlying
        Options/ SARsLinda Smith 
        President, 
        Chief 
        Executive 
        Officer and 
        Director
      2009 
        2008
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        NilDarcy Krell 
        Secretary, 
        Chief 
        Financial 
        Officer and 
        Director
      2009 
        2008
      $52,750 
        $30,000
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        NilShannon 
        Krell 
        Director
      2009 
        2008
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil


We did not pay any compensation for director services per se in
the fiscal years ended January 31, 2009 and 2008. However, certain management
and administrative services are performed by Mr.

19

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Darcy Krell, our Secretary and Chief Financial Officer, for a
fee of $7,500 per month of which $5,000 is for management services and included
in the above table. The management fees were increased from $2,500 to $5,000 per
month effective May 1, 2008 due to more time and effort required to run the
business.

6.3     
Board Practices

Linda Smith was appointed as our President and a director on
October 27, 2000 and Shannon Krell was appointed as a director on the same date.
The directors hold office until the next annual general meeting of the
shareholders at which time they may stand for re-election. We are required to
hold an annual general meeting once in every calendar year and not longer than
thirteen months from the last annual general meeting. The last annual general
meeting was held in Vancouver, BC on November 13, 2008.

Our audit committee is comprised of Linda Smith and Darcy Krell
and we have not appointed a compensation committee.

6.4     
Employees

We do not have any employees other than our directors and
officers. When required, we retain geological, financial and other consultants.

6.5    
 Share Ownership of Directors and Officers

Our directors and officers own beneficially the following
common shares as of the date of this annual report:

|                 |                        | Percentage of Issued and
|---------------- | ---------------------- | ------------------------
|                 | Number of Shares Owned | Outstanding Shares      
|                 |                        |                         
|Linda Smith *    | 56,783                 | 0.54%                   
|Darcy Krell *    | 40,000                 | 0.38%                   
|Shannon Krell ** | 0                      | 0.00%                   
|                 | 96,783                 | . 0.92%                 

* Darcy Krell and Linda Smith are
husband and wife.** Shannon Krell is the daughter of Darcy Krell and Linda
Smith

The above percentages are based on the 10,565,171 common shares
issued and outstanding in our capital stock as of the date of this annual report
following the issuance of 10,000,00 shares during the year ended January 31,
2009 and the 1:10 share consolidation during the year ended January 31, 2008.

In December 2006, we adopted an incentive stock option plan but
to date no stock options have been granted to our directors and officers and no
stock options are outstanding to the date of this annual report.

20

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ITEM
7.                    
Major Shareholders and Related Party Transactions

7.1      Beneficial Ownership

As used in this section, the term "beneficial ownership" with
respect to a security is defined by Regulation 228.403 under the Securities
exchange Act of 1934, as amended, as consisting of: (1) any person who, directly
or indirectly, through any contract, arrangement, understanding, relationship or
otherwise has or shares voting power (which includes the power to vote, or to
direct the voting of such security) or investment power (which includes the
power to dispose, or to direct the disposition of, such security); and (2) any
person who, directly or indirectly, creates or uses a trust, proxy, power of
attorney, pooling arrangement or any other contract, arrangement or device with
the purpose or effect of divesting such person of beneficial ownership of a
security or preventing the vesting of such beneficial ownership.

As of the date of this annual report, 10,565,171 common shares
are issued and outstanding and we are authorized to issue an unlimited number of
common shares without par value.

As of the date of this annual report, the following persons
known to us were the beneficial owner of more than five percent of our
outstanding common shares.

Number of Shares
    Percentage of Issued andName of Shareholder
    Owned
    Outstanding SharesRyan Krell**
    1,050,000
    9.93%Marie Krell
    1,000,000
    9.47%Ivan Martinez
    1,000,000
    9.47%Al Mencor
    1,000,000
    9.47%Don MacDougall
    1,000,000
    9.47%Frank McGill
    1,000,000
    9.47%Ted Hayes
    900,000
    8.51%Lyle Smith
    800,000
    7.57%Karen Law
    800,000
    7.57%Colleen Barrow
    800,000
    7.57%Steve Chen
    700,000
    6.62%10,050,000
    95.12%


| | ** | Ryan Krell is the son of Linda Smith and Darcy Krell and
      has a non-interest bearing promissory note with us in the face amount of
      $106,755. This note is convertible at the holders option into 213,510 of
      our common shares prior to the new maturity date of January 1, 2011
      (formerly January 1, 2008).
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Each of our issued shares entitles the holder to one vote at
our general shareholder meetings. There are no disproportionate or weighted
voting privileges.

We are not controlled directly or indirectly by any other
corporation or any other foreign government or by any other natural or legal
person, severally or jointly.

There are no arrangements which at a subsequent date may result
in a change in our control.

21

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7.2           Related Party
Transactions

As at January 31, 2009, there were no balances or transactions
with any director, executive officer or beneficial holder of more than 5% of our
outstanding common stock, or any of their respective relatives, spouses,
associates or affiliates, which materially affected or will materially affect
us, except as follows:

a) As at January 31, 2009, loans
payable of $851,128 (2008 - $1,174,792) to the Companys officers and immediate
family members were unsecured and non-interest bearing with no specific terms of
repayment.

b) As at January 31, 2009, a loan from
an immediate family member of an officer of the Company in the face amount of
$106,755 (2008 - $106,755) is secured by a convertible promissory note dated
February 3, 2003 and amended on both December 31, 2005 and December 31, 2007. It
is non-interest bearing and now due on January 1, 2011. The note is convertible
into 213,510 common shares of the Company prior to maturity at the holders
option on the basis of one common share for each $0.50 of principal outstanding
following the 1:10 share consolidation on October 23, 2007. On December 31,
2007, the maturity date was extended for an additional three years to January 1,
2011 giving rise to note modification including re-calculation of the equity
component of the debt. Consequently, $64,974 was allocated to the debt component
and $41,781 to the embedded conversion feature using an 18% risk-adjusted debt
discount rate. The debt component continues to be accreted to its face value at
maturity. Accretion expense of $11,871 was recorded for the year ended January
31, 2009 (2008 - $2,331) increasing the debt component to $77,820 at January 31,
2009.

c) During the years ended January 31,
2009 and 2008, the Company recorded the following transactions with related
parties:

| |                 |   | Year Ended  |  |   | Year Ended  | 
| | --------------- | - | ----------- |  | - | ----------- | 
| |                 |   | January 31, |  |   | January 31, | 
| |                 |   | 2009        |  |   | 2008        | 
| |                 |   |             |  |   |             | 
| | Management fees | $ | 52,500      |  | $ | 30,000      | 
| | Office rent     |   | 18,000      |  |   | 18,000      | 
| |                 |   |             |  |   |             | 
| |                 | $ | 70,750      |  | $ | 48,000      | 

The foregoing related party transactions are conducted in the
normal course of business and are recorded at their exchange amount, which is
the consideration paid or received by us as agreed between the parties.

7.3           Interests of
Experts and Counsel

Our experts and legal counsel have no interest in our
shareholdings.

22

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ITEM
8.                    
Financial Information

The financial statements required by this Item are attached
hereto as an exhibit and are incorporated herein by reference.

8.1                    
Legal Proceedings

To the best of our knowledge there are no legal or arbitration
proceedings threatened, pending or in progress against us.

8.2                    
Significant Changes

There have been neither significant subsequent events nor
changes in our business plan since the date of the audited financial statements
included herein.

ITEM
9.                    
The Offer and Listing

9.1                    
Offer and Listing Details

We are currently a reporting issuer in both British Columbia
and Alberta and file as a foreign issuer with the United States Securities and
Exchange Commission. After filing and receipting a registration statement on
Form 20-F with the United States Securities and Exchange Commission, our common
shares were posted for trading on the Over-The-Counter: Bulletin Board (OTC:BB)
in the United States under the symbol GMSRF:OB on February 14, 2007. With the
name change to Rouge Resources Ltd., the trading symbol was changed to ROUGF:OB
effective March 26, 2008.

The following table sets forth the high and low prices of our
common shares in US funds since trading commenced on the OTC:BB:

|Period                                    | High       | Low  
|----------------------------------------- | ---------- | -----
|February 14, 2007 to April
      30, 2007 | No trading
|May 1, 2007 to July 31, 2007              | No trading
|August 1, 2007 to October 30,
      2007  | $0.50      | $0.20
|November 1, 2007 to January 31, 2008      | $0.70      | $0.10
|February 1, 2008 to April 30,
      2008  | $1.00      | $0.12
|May 1, 2008 to July 31, 2008              | $0.10      | $0.13
|August 1, 2008 to October 31,
      2008  | $0.05      | $0.10
|November 1, 2008 to January 31, 2009      | $0.06      | $0.07
|February 1, 2009 to April 30,
      2009  | $0.01      | $0.06

Previously our common shares were traded on the Canadian
Venture Exchange and its predecessor, the Vancouver Stock Exchange, under the
symbol GMS before the name change to Rouge Resources Ltd. On July 12, 2001,
our shares were suspended from trading on the Canadian Venture Exchange due to
failure to meet the Exchanges minimum working capital requirements. The
Canadian Venture Exchange (now called the TSX Venture Exchange) requires that
listed companies have a minimum of $50,000 in unallocated working capital. At
that time, we did not meet this requirement and trading in our shares was
suspended.

23

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The Cease Trade Orders issued against us on November 7, 2003 by
the Alberta Securities Commission (the ASC) and on January 14, 2004 by the
British Columbia Securities Commission (the BCSC) were lifted on August 18,
2006 by the BCSC and on August 23, 2006 by the ASC. These reactivation and
revocation orders resulted from the Company bringing its disclosure records
up-to-date on SEDAR (www.sedar.com); preparing
a new 43-101 report regarding the merits of the Dotted Lake property dated
December 6, 2005; meeting all other regulatory requirements; and paying all
required fees and penalties.

The following table sets forth the high and low closing prices
in Canadian funds of our common shares during the time they traded through the
facilities of the Canadian Venture Exchange, and its predecessor, the Vancouver
Stock Exchange:

Period
    High
    LowFebruary 1, 1999 to January
      31, 2000
    1.50
    $0.30February 1, 2000 to January 31, 2001
    $2.50
    $0.60February 1, 2001 to July 12,
      2001
    $1.00
    $0.60


ITEM
10.                    
Additional Information

10.1                   
Share Capital

(i)Common Shares

Authorized

Unlimited common shares without par value

Issued

|                                           |  | Number of Shares |  |  | $         | 
|------------------------------------------ |  | ---------------- |  |  | --------- | 
|                                           |  |                  |  |  |           | 
|Balance at January 31, 2008
      and 2007 |  | 565,171          |  |  | 1,113,471 | 
|                                           |  |                  |  |  |           | 
|Private placement at $0.05 per share       |  | 10,000,000       |  |  | 500,000   | 
|                                           |  |                  |  |  |           | 
|Balance at January 31, 2009                |  | 10,565,171       |  |  | 1,613,471 | 

During the year ended January 31, 2009, the Company completed a
non-brokered private placement of 10 million units at $0.05 for total proceeds
of $500,000. Each unit consists of one common share and one non-transferable
share purchase warrant, each warrant entitling the holder to acquire one
additional common share of the Company at a price of $0.10 per share for two
years. No value was attributed to the warrant.

During the year ended January 31, 2008, the Company affected a
one for ten (1:10) share consolidation of its authorized, issued and outstanding
share capital resulting in all share and per share information in these
financial statements being presented on a retroactive basis as if the share
consolidation took place at the beginning of all years presented. Accordingly,
the issued and outstanding share capital was reduced from 5,651,714 to 565,171
common shares. After the share consolidation, the Company increased its authorized share
capital from 10,000,000 common shares to an unlimited number without par
value.

24

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(ii) Share Purchase Warrants

Balance
    
    BalanceJanuary 31,
    
    January 31,
    Exercise2008
    Issued
    2009
    Price
    ExpiryNil
    10,000,000
    10,000,000
    $        0.10
    June 30, 2010


As at January 31, 2009, the weighted average remaining
contractual life of the share purchase warrants is 1.14 years and the weighted
average exercise price is $0.10.

(iii) Stock Option Plan

The Companys Stock Option Plan (the Plan) was adopted in
December 2006 and is administered under the following basic terms and
conditions:

|(a) | the maximum available for grant is up to 10% of the
      Companys issued shares outstanding at any one time;                                                                                                                                                                                                                                                                                                                                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Company employees, directors, officers and consultants
      are eligible to receive a grant of stock options provided that bona fide
      services have been rendered and that such services are not in connection
      with the offer or sale of securities in a capital-raising transaction.
      There is a 10% limitation of options granted in any one year to one
      specific employee, director or officer and a 2% annual limitation to one
      specific consultant;
|(c) | the grant price shall not be less than the market value
      of the shares at the time of grant less any discount permitted by the
      relevant regulatory authorities;                                                                                                                                                                                                                                                                                                           
|(d) | the exercise price shall be determined by a plan
      committee at the time of grant; and                                                                                                                                                                                                                                                                                                                                                                                           
|(e) | the option period shall not exceed five years from the
      date of grant.                                                                                                                                                                                                                                                                                                                                                                                                          

No stock options have been granted and no stock options are
outstanding at January 31, 2009.

(iv)Contributed Surplus

|                                         |  | $      | 
|---------------------------------------- |  | ------ | 
|Balance, January 31, 2007                |  | 11,576 | 
|Equity component of convertible debt     |  | 41,781 | 
|                                         |  |        | 
|Balance, January
      31, 2009 and 2008 |  | 53,357 | 

All shares issued and to be issued in the future have been and
must be approved by an authorizing resolution consisting of a simple majority of
our board of directors.

We do not hold any of our own shares. We do not have any
potential obligations to increase our issued and outstanding share capital.

25

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10.2           Memorandum and
Articles of Association

We were incorporated pursuant to the Company Act of
British Columbia by registration of our articles of incorporation and memorandum
on March 31, 1988 and were subsequently transitioned to the replacement
Business Corporations Act in March 2006. Pursuant to the provisions of
the Business Corporations Act, a company may conduct any business that it
is not restricted by the terms of its articles. Our articles contain no such
restrictions.

Our directors are required to disclose to the board of
directors the nature and extent of their interest in any proposed transaction or
contract and must thereafter refrain from voting in respect thereof. An
interested director may be counted in the quorum when a determination as to such
directors remuneration is being considered but may not vote in respect thereof.
The directors have an unlimited power to borrow money, issue debt obligations
and mortgage or charge our assets provided such actions are conducted bona fide
and in our best interests. There are no mandatory retirement ages for directors
or any required shareholdings.

All holders of common shares are entitled to receive dividends
out of assets legally available therefore at such times and in such amounts as
the board of directors may from time to time determine. All holders of common
shares will share equally on a per share basis in any dividend declared by the
board of directors. The dividend entitlement time limit will be fixed by the
board of directors at the time any such dividend is declared. Each outstanding
common share is entitled to one vote on all matters submitted to a vote of our
shareholders in general meeting. There are no cumulative voting rights attached
to any of our shares and, accordingly, the holders of more than half of the
shares represented at a general meeting can elect all of the directors to be
elected in a general meeting. All directors stand for re-election annually. Upon
any liquidation, dissolution or winding up, all common shareholders are entitled
to share ratably in all net assets available for distribution after payment to
creditors. The common shares are not convertible or redeemable and have no
preemptive, subscription or conversion rights. In the event of a merger or
consolidation, all common shareholders will be entitled to receive the same per
share consideration.

The rights of shareholders may only be altered by the
shareholders passing a special resolution at a general meeting. A special
resolution may only be passed when it has been circulated to all shareholders by
way of an information circular and then must be passed by seventy-five percent
of the votes cast at the general meeting.

The board of directors may call annual and extraordinary
general meetings when required. One or more shareholders holding in aggregate
five percent or more of our issued shares may requisition an extraordinary
meeting and the directors are required to hold such meeting within four months
of such requisition. Only registered shareholders or persons duly appointed by
proxy may be admitted to meetings unless otherwise permitted by the chairman of
the meeting.

There are no national limitations or restrictions on the right
to own our common shares.

There are no provisions in our articles of association that
would have the effect of delaying, deferring or preventing a change in control.

26

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There are no provisions in our articles of association that
establish any threshold for disclosure of ownership. However, the British
Columbia and Alberta Securities Commissions require that persons who are the
registered owners of, and/or have voting control over 10% or more of our common
shares must file insider reports disclosing securities holdings.

10.3           Material
Contracts

The only material contract currently outstanding is the amended
management agreement with Mr. Darcy Krell whereby management fees increased from
$2,500 to $5,000 per month effective May 1, 2008 due to more time and effort
required to run the business.

10.4           Exchange
Controls and Other Limitations Affecting Security Holders

There is no law or governmental decree or regulation in Canada
that restricts the export or import of capital, or affects the remittance of
dividends, interest or other payments to a non-resident holder of common shares,
other than withholding tax requirements. See "Item 10.5" below.

There is no limitation imposed by Canadian law or by our
constituent documents on the right of a non-resident to hold or vote common
shares, other than are provided in the Investment Canada Act (Canada). The
following summarizes the principal features of the Investment Canada Act
(Canada).

The Investment Canada Act (Canada) requires certain
"non-Canadian" individuals, governments, corporation or other entities who wish
to acquire a "Canadian business" (as defined in the Investment Canada Act), or
establish a "new Canadian business" (as defined in the Investment Canada Act) to
file either a notification or an application for review with a governmental
agency known as "Investment Canada". The Investment Canada Act requires that
certain acquisition of control of Canadian business by a "non-Canadian" must be
reviewed and approved by the Minister responsible for the Investment Canada Act
on the basis that the Minister is satisfied that the acquisition is "likely to
be of net benefit to Canada", having regard to criteria set forth in the
Investment Canada Act. Only acquisitions of control are reviewable under the
Investment Canada Act; however, the Investment Canada Act provides detailed
rules for the determination of whether control has been acquired and, pursuant
to those rules, the acquisition of one-third or more of the voting shares of a
corporation may, in some circumstances, be considered to constitute an
acquisition of control. Certain reviewable acquisitions of control may not be
implemented before being approved by the Minister; if the Minister does not
ultimately approve a reviewable acquisition, which has been completed, the
acquired Canadian business must be divested. Failure to comply with the review
provisions of the Investment Canada Act could result in, amongst other things,
an injunction or a court order directing disposition of assets of shares.

10.5           Canadian
Federal Income Tax Consequences to U.S. Investors

A brief description of certain provisions of the tax treaty
between Canada and the United States is included below, together with a brief
outline of certain taxes, including withholding provisions to which United
States security holders are subject under existing laws and regulations of
Canada and United States; the consequences, if any, of state and local taxes are
not considered. The following information is general and security holders are
urged to seek the advice of their own tax advisors, tax counsel or accountants
with respect to the applicability or effect on their own individual
circumstances of not only the matters referred to herein, but also any state or
local taxes.

27

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Canadian federal tax legislation generally requires a 25%
withholding from dividends paid or deemed to be paid to the Company's
nonresident shareholders. However, shareholders resident in the United States
will generally have this rate reduced to 15% through the tax treaty between
Canada and the United States. The amount of stock dividends paid to
non-residents of Canada will be subject to withholding tax at the same rate as
cash dividends. The amount of stock dividend (for tax purposes) would generally
be equal to the amount by which our stated capital has increased by reason of
the payment of such dividend. We will furnish additional tax information to
shareholders in the event of such a dividend. Interest paid or deemed to be paid
on our debt securities held by non-Canadian residents may also be subject to
Canadian withholding tax, depending upon the terms and provisions of such
securities and any applicable tax treaty. Under present legislation in the
United States, we are generally not subject to United States back up withholding
rules, which would require withholding at a rate of 20% on dividends and
interest paid to certain United States persons who have not provided us with a
taxpayer identification number.

Gains derived from a disposition of shares of the company by a
non-resident shareholder will be subject to tax in Canada only if not less than
25% of any class of our shares was owned by the nonresident shareholder and/or
persons with whom the nonresident did not deal at arm's length at any time
during the five-year period immediately preceding the disposition. In such cases
gains derived by a U.S. shareholder from a disposition of our shares would
likely be exempt from tax in Canada by virtue of the Canada-U.S. tax treaty.

10.6           United States
Federal Income Tax Consequences to U.S. Investors

The following general discussion sets forth a summary of the
material United States federal income tax consequences that are applicable to
the following persons who invest in and hold our common shares as capital assets
("U.S. Shareholders"): (i) citizens or residents (as specially defined for
federal income tax purposes) of the United States, (ii) corporations or
partnerships created or organized in the United States or under the laws of the
United States or of any state and (iii) estates or trust the income of which is
subject to United States federal income taxation regardless of its source. This
discussion does not deal with (a) all aspects of federal income taxation that
may be relevant to a particular U.S. Shareholder based on such U.S.
Shareholder's particular circumstances (including potential application of the
alternative minimum tax, (b) certain U.S. Investors subject to special treatment
under federal income tax laws or foreign individuals or entities, (c) U.S.
Investors owning directly or by attribution 10% or more of our common shares, or
(d) any aspect of state, local or non-United States tax laws. Additionally, the
following discussion assumes that the Company will not be classified as a
"foreign personal holding company" under the Internal Revenue Code of 1986 as
amended (the "Code").

Passive Foreign Investment Company

For any of our taxable years, if 75% or more of our gross
income is "passive income" (as defined in the Code) or if at least 50% of our
assets, by average fair market value (or adjusted income basis if the Company
elects), are assets that produce or are held for the production of passive
income, we will be deemed to be a Passive Foreign Investment Company
("PFIC").

A U.S. Shareholder of a PFIC is subject to special U.S. federal
income tax rules in Section 1291 to 1297 of the Code. As described below, these
provisions set forth two alternative tax regimes at the election of each such U.S. Shareholder, depending upon whether
the U.S. Shareholder elects to treat us as a "qualified electing fund" (a QEF
election").

28

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U.S. SHAREHOLDERS ARE STRONGLY URGED TO CONSIDER MAKING A
QEF ELECTION TO AVOID CERTAIN POTENTIALLY SIGNIFICANT ADVERSE U.S. TAX
CONSEQUENCES

The QEF Election Alternative

Each U.S. Shareholder is strongly urged to consider making a
QEF Election because of the potential benefits of such election that are
discussed below, and because we anticipate that we will not have any earnings
and profits (as computed for United States federal income tax purposes) for the
current taxable year and little, if any, earnings and profits for any future
taxable year in which we are a PFIC. There can be no assurance, however, that
this will be the case. Accordingly, the timely making of the QEF election, as
discussed below, generally should, subject to the discussion below under "Other
PFIC Rules", avoid any significant adverse United State federal income tax
consequences resulting from any classification of us as a PFIC, although this
may depend on a particular U.S. Shareholder's particular circumstances.

A U.S. Shareholder who elects in a timely manner to treat us as
a QEF (an "Electing U.S. Shareholder") will be subject, under Section 1293 of
the Code, to current federal income tax for any taxable year in which we are a
PFIC (or is treated as a PFIC with respect to the U.S. Shareholder) on such
Electing U.S. Shareholder's pro-rata share of our (i) "net capital gain" (the
excess of net long-term capital gain over short-term capital loss), which will
be taxed as long-term capital gain to the Electing U.S. Shareholder and (ii)
"ordinary earnings" (the excess of earnings and profits over net capital gain),
which will be taxed as ordinary income to the Electing U.S. Shareholder, in each
case, for the shareholder's taxable year in which, or with which, our taxable
year ends, regardless of whether such amounts actually are distributed. An
Electing U.S. Shareholder, however, would not take into account any income with
respect to any of our taxable years for which we have no earnings and profits.
Adjustments are provided generally to prevent double taxation at the time of
later distributions on or dispositions of Common Shares.

The QEF election also allows the Electing U.S. Shareholder to
(i) generally treat any gain realized on the disposition of our common shares
(or deemed to be realized on the pledge of such shareholder's common shares) as
capital gain; (ii) treat such shareholder's share of our net capital gain, if
any, as long-term capital gain instead of ordinary income; (iii) probably
(although in the absence of regulations this matter is not free from doubt)
retain in the case of an individual Electing U.S. Shareholder, the "step-up" in
the tax basis of Common Shares to the fair market value of such shares on the
date of such Electing U.S. Shareholder's death (which would otherwise not be
retained); and (iv) generally avoid interest charges resulting from PFIC status
altogether.

In the event we are deemed a PFIC, we intend to comply with the
reporting requirements prescribed by Treasury regulations. In particular, we
will maintain information so that our ordinary earnings and net capital gain may
be determined. However, future regulations may contain reporting and
record-keeping requirements that are so onerous that it would not be practicable
for us to comply. If, after review of the requirements, we decide not to comply
with the PFIC record-keeping requirements, we will so notify our shareholders.

29

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A QEF Election must be made by attaching the following
documents to the timely filed U.S. federal income tax return for the first
taxable year of the U.S. Shareholder in which or with which our taxable year
during which we were a PFIC and the U.S. Shareholder held (or was considered to
have held) common shares ends: (i) a "Shareholder Section 1295 Election
Statement" executed by the U.S. Shareholder, (ii) a "PFIC Annual Information
Statement" received by the U.S. Shareholder from us, and (iii) a Form 8621. In
addition, the Electing U.S. Shareholder must file a copy of the Shareholder
Section 1295 Election Statement with the Internal Revenue Center, PO Box 21086,
Philadelphia, PA 19114. In the case of common shares owned through a U.S entity,
the election is made at the entity level.

The following six paragraphs apply to electing U.S.
shareholders:

(i)          
Dividends Paid on Common Shares:

Dividends paid on our common shares (including any Canadian
taxes withheld) to an Electing U.S. Shareholder will be treated as ordinary
dividend income for United States federal income tax purposes to the extent of
our current and accumulated earnings and profits (as computed for U.S. federal
income tax purposes) unless paid out of earnings and profits that were taxed to
the Electing U.S. Shareholder under the QEF rules. Such dividends generally will
not qualify for the dividends-received deduction available to corporations.
Amount in excess of such earnings and profits will be applied against the
Electing U.S. Shareholder's tax basis in the common shares, and to the extent in
excess of such tax basis, will be treated as gain from a sale or exchange of
such common shares.

(ii)        Credit for
Canadian Taxes Withheld:

Subject to the limitations set forth in Section 904 of the Code
(which generally restricts the availability of foreign tax credits to a U.S.
Shareholder's tax liability attributable to foreign-source income of the same
type as the income with respect to which the tax was imposed, as determined
under complex U.S. tax rules), the Canadian tax withheld or paid with respect to
dividends on the common shares generally may be taken as a foreign tax credit
against United States federal income taxes by an Electing U.S. Shareholder who
chooses to claim such a credit for the taxable year. Electing U.S. Shareholders
who do not choose to claim foreign tax credits for a taxable year may claim
United States tax deduction for such Canadian tax in such taxable year.

(iii)        Disposition
of Common Shares:

Any gain or loss on a sale or exchange of common shares by an
Electing U.S. Shareholder will be capital gain or loss, which will be long-term
capital gain or loss if the common shares have been held for more than one year,
and otherwise will be short-term capital or loss. The sale of common shares
through certain brokers may be subject to the information reporting and back-up
withholdings rules of the Code.

(iv)         The
Non-QEF Election Alternative

If a U.S. Shareholder does not timely make a QEF Election for
the first taxable year during which he holds (or is considered to hold) the
common shares in question and we are a PFIC (a "Non-electing U.S. Shareholder"),
then special rules under Section 1291 will apply to (i) gains realized on the
disposition (or deemed to be realized by reason of a pledge) of common shares,
and (ii) certain "excess distribution" (as defined in the Code) by us. We have
never made any distributions with respect to our common shares and we do not anticipate making
any such distribution in the foreseeable future.

30

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A non-electing U.S. Shareholder generally would be required to
pro-rate all gains realized on the disposition of our common shares and all
excess distributions over such shareholder's entire holding period for the
common shares. All gains or excess distributions allocated to prior years of the
U.S. Shareholder (provided such U.S. Shareholder's holding period and beginning
after December 31, 1986 for which it was a PFIC) would be taxed at the highest
tax rates for each such prior year applicable to ordinary income. Special
foreign tax credit rules apply with respect to withholding taxes imposed on
amounts that are treated as excess distributions. The Non-electing U.S.
Shareholder also would be liable for interest on the foregoing tax liability for
each such prior year calculated as if such liability had been due with respect
to each such prior year. A Non-electing U.S. Shareholder that is not a
corporation must treat this interest charge as "personal interest" which is
non-deductible. The balance of the gain or the excess distribution will be
treated as ordinary income in the year of the disposition or distribution and no
interest charge will be incurred with respect to such balance.

If we are a PFIC for any taxable year during which a
non-electing U.S. Shareholder holds, or is considered to hold, our common
shares, then we will continue to be treated as a PFIC with respect to such
common shares, even if we no longer meet the definition of a PFIC. A
Non-electing U.S. Shareholder may determine this deemed PFIC status by electing
to recognize gain (which will be taxed under the rules discussed above for
Non-electing U.S. Shareholders) as if such common shares had been sold on the
last day of the last taxable year for which it was a PFIC. Certain other
elections are also available to Non-Electing U.S. Shareholders.

(v)          
Other PFIC Rules

Certain special, generally adverse, rules will apply with
respect to our common shares while we are a PFIC, regardless of whether the
common shares are held, or considered to be held, by an Electing or Non-electing
U.S. Shareholder. For example, under Section 1297(b)(6) of the Code, a U.S.
Shareholder who uses PFIC stock as security for a loan (including a margin loan)
will, except as may be provided in regulations, be treated as having made a
taxable disposition of such stock. In addition, under Section 1291(f) of the
Code, the Treasury has authority to issue regulations that would treat as
taxable certain transfers that are generally not so treated, such as gifts,
exchanges pursuant to corporate reorganizations, and transfers at death,
although it is not clear that such authority extends to transfers by Electing
U.S. Shareholders.

(vi)          Future
Developments

The foregoing discussion is based on existing provisions of the
Code, existing and proposed regulations thereafter, and current administrative
rulings and court decisions, all of which are subject to change. Any such
changes could affect the validity of this discussion. In addition, the
implementation of certain aspects of the PFIC rules requires the issuance of
regulations which in many such instances have not yet been promulgated and which
may have retroactive effect. Furthermore, legislation has been proposed which
would replace the PFIC provisions with a consolidated anti-deferral regime.
While this legislation was vetoed, it may be re-introduced in subsequent years.

31

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ALL PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX
ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF PURCHASING THE COMMON
SHARES.

10.7                    
Statements by Experts

We have placed reliance upon:

(i) our new auditor, Dale Matheson Carr-Hilton Labonte LLP,
Chartered Accountants, Suite 1500  1140 West Pender Street, Vancouver BC,
Canada V6E 4G1, as expert in Canadian and US accounting and auditing matters;
and

(ii) our lawyer, Mr. Doug Eacrett Law, Suite 203  409
Granville St, Vancouver BC, Canada V6C 1T2, as expert in Canadian securities
law.

10.8                    
Documents on Display

You may review a copy of our filings with the SEC, including
exhibits and schedules filed with it, at the SEC's public reference facilities
at 100 F Street NE, Washington, D.C. 20549. You may call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. The SEC
maintains a Web site (HTTP://www.sec.gov) that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC. We have made our
filings with the SEC electronically as a reporting foreign issuer.

ITEM
11.                    
Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of loss that may impact our
financial statements due to adverse changes in financial market prices and
rates, including credit, foreign exchange, interest rates and liquidity.

We are engaged primarily in the mineral exploration business
and manages related industry risk directly. We are potentially at risk for
environmental reclamation and fluctuations and commodity-based market prices
associated with resource property interests. We are of the opinion that we
address environmental risk and compliance in accordance with industry standards
and specific project environmental requirements. There is no certainty that all
environmental risks and contingencies have been addressed.

We are also exposed in varying degrees to a variety of
financial instrument related risks as follows:

|(i)  | Credit risk is the risk that one party to a financial
      instrument will fail to discharge an obligation and cause the other party
      to incur a financial loss. Our primary exposure to credit risk is in our
      cash accounts. This risk is managed through the use of a major financial
      institution which has high credit quality as determined by the rating
      agencies.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                
|(ii) | Foreign exchange risk is the risk that we will be subject
      to foreign currency fluctuations in satisfying obligations related to its
      foreign activities. We operate primarily in Canada
and therefore are not exposed to foreign exchange risk
  arising from transactions denominated in a foreign currency.                                                                       

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|(iii) | Interest rate risk is the risk that the fair value of
      future cash flow of a financial instrument will fluctuate because of
      changes in market interest rate. Our exposure to interest rate risk
      relates to our ability to earn interest income on cash balances at
      variable rates. The fair value of our cash account is relatively small and
      unaffected by changes in short term interest rates. Our long term debt
      bears interest at a fixed rate and we are therefore not affected by
      changes in long term interest rates.
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(iv)  | Liquidity risk arises through the excess of financial
      obligations over available financial assets due at any point in time. Our
      objective in managing liquidity risk is to maintain sufficient readily
  available capital in order to meet our liquidity requirements.                                                                                                                                                                                                                                                                                   

ITEM
12.                    
Descriptions of Securities Other than Equity Securities

12.1      Warrants

Refer to Item 10.2 (ii) above.

12.2      Stock Options

Refer to Item 10.2 (iii) above.

PART II

ITEM
13.                    
Defaults, Dividend Arrearages and Delinquencies

None

ITEM
14.                    
Material Modifications to the Rights of Security Holders and Use of Proceeds

None

ITEM
15.                    
Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of
1934, as of the end of the period covered by this annual report, being January
31, 2009, we have carried out an evaluation of the effectiveness of the design
and operation of our companys disclosure controls and procedures. This
evaluation was carried out under the supervision and with the participation of
our companys management, including our companys Chief Executive Officer and
our Chief Financial Officer. Based upon that evaluation, our companys Chief
Executive Officer and our Chief Financial Officer

33

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concluded that our companys disclosure controls and procedures
are effective as at the end of the period covered by this report. There have
been no changes in our companys internal controls over financial reporting
during the period covered by this annual report that have materially affected,
or are reasonably likely to materially affect, our internal controls over
financial reporting.

Disclosure controls and procedures and other procedures that
are designed to ensure that information required to be disclosed in our reports
filed or submitted under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported, within the time period specified in the
Securities and Exchange Commissions rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in our reports filed under the
Securities Exchange Act of 1934 is accumulated and communicated to management
including our Chief Executive Officer and our Chief Financial Officer as
appropriate, to allow timely decisions regarding required disclosure.

Managements Annual Report on Internal Control Over
Financial Reporting

Our Companys management is responsible for establishing and
maintaining adequate internal control over financial reporting. The internal
control process has been designed, under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of our Companys financial statements for external reporting purposes in
accordance with accounting principles generally accepted in Canada. A
reconciliation of all material differences between Canadian and US GAAP has been
disclosed in Note 11 to the audited financial statements.

Management conducted an assessment of the effectiveness of our
Companys internal control over financial reporting as of May 29, 2009,
including (i) the control environment, (ii) risk assessment, (iii) control
activities, (iv) information and communication, and (v) monitoring. Based on
this assessment, management has determined that the Companys internal control
over financial reporting as of May 29, 2009 was effective.

Our internal control over financial reporting includes policies
and procedures that pertain to the maintenance of records that accurately and
fairly reflect, in reasonable detail, transactions and dispositions of assets;
and provide reasonable assurances that: (1) transactions are recorded as
necessary to permit preparation of financial statements in accordance with
accounting principles generally accepted in Canada; (2) receipts and
expenditures are being made only in accordance with authorizations of management
and the directors of the Company; and (3) unauthorized acquisitions, use, or
disposition of our Companys assets that could have a material affect on our
Companys financial statements are prevented or detected on a timely basis.

All internal control systems, no matter how well designed, have
inherent limitations. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparations and presentations. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

34

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ITEM
16A.           Audit Committee
Financial Expert

Audit Committee

Linda Smith and Darcy Krell act as our audit committee;
undertake reviews of our companys financial statements; and determine the
adequacy of internal controls and other financial reporting matters. The members
of our board of directors are Linda Smith, Darcy Krell and Shannon Krell and
they have determined that no member of either the board or the audit committee
is independent as the term is used in Rule 10A-3 of the Securities Exchange
Act of 1934, as amended, and the definition of independent director as defined
in section 4200 of the Marketplace Rules of the NASD.

Audit Committee Financial Expert

Our board of directors has determined that it does not have a
member that qualifies as an audit committee financial expert as defined in
Item 401(e) of Regulation S-B. We believe that our board of directors is capable
of analyzing and evaluating our financial statements and understanding internal
controls and procedures for financial reporting. In addition, we believe that
retaining an independent director who would qualify as an audit committee
financial expert would be overly costly and burdensome and is not warranted in
our circumstances given the early stages of our development and the fact that we
have not generated revenues to date.

ITEM
16B.           Code of Ethics

Our board of directors has adopted a Code of Business Conduct
and Ethics that applies to, among other persons, members of our board of
directors, our companys officers including President , Chief Financial Officer,
contractors, consultants and advisors. As adopted, our Code of Business Conduct
and Ethics sets forth written standards that are designed to deter wrongdoing
and to promote:

(1)         
 honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships;

(2)         
 full, fair, accurate, timely, and understandable disclosure in reports and
documents that we file with, or submit to, the Securities and Exchange
Commission and in other public communications made by us;

(3)          
compliance with applicable governmental laws, rules and regulations;

(4)         
 the prompt internal reporting of violations of the Code of Business
Conduct and Ethics to an appropriate person or persons identified in the Code of
Business Conduct and Ethics; and

(5)         
 accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other
things, that all of our companys personnel shall be accorded full access to our
president with respect to any matter which may arise relating to the Code of
Business Conduct and Ethics. Further, all of our companys personnel are to be
accorded full access to our companys board of directors if any such matter
involves an alleged breach of the Code of Business Conduct and Ethics by our
company officers.

35

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In addition, our Code of Business Conduct and Ethics emphasizes
that all employees, and particularly managers and/or supervisors, have a
responsibility for maintaining financial integrity within our company,
consistent with generally accepted accounting principles, and federal,
provincial and state securities laws. Any employee who becomes aware of any
incidents involving financial or accounting manipulation or other
irregularities, whether by witnessing the incident or being told of it, must
report it to his or her immediate supervisor or to our companys President. If
the incident involves an alleged breach of the Code of Business Conduct and
Ethics by the President, the incident must be reported to any member of our
board of directors. Any failure to report such inappropriate or irregular
conduct of others is to be treated as a severe disciplinary matter. It is
against our company policy to retaliate against any individual who reports in
good faith the violation or potential violation of our Code of Business Conduct
and Ethics by another.

ITEM
16C.           Principal
Accountant Fees and Services

During the fiscal years ended January 31, 2009 and 2008, we
incurred approximately $26,500 and $14,300 respectively in fees to its principal
independent accountant for professional services rendered in connection with the
audits of our year end financial statements and our annual report filed on Form
20-F.

During fiscal years ended January 31, 2009 and 2008, we did not
incur any fees for professional services rendered by our principal independent
accountant for any of the following:

(i)         
information technology services including, but not limited to, operating or
supervising or managing our information or local area network or designing or
implementing a hardware or software system that aggregate source data underlying
the financial statements.

(ii)          any
other non-assurance services including, but not limited to, tax-related
services, actuarial services or valuation services.

ITEM
16D.           Exemptions from
the Listing Standards for Audit Committees

Not Applicable

ITEM
16E.           Purchases of
Equity Securities by the Issuer and Affiliated Purchasers

Not Applicable

ITEM
16F.           Change in
Registrants Certifying Accountant

Pursuant to Section 4.11 of Canadian National Instrument
51-102, we replaced Morgan & Company, Chartered Accountants, as the auditor
of Rouge Resources Ltd. and appointed Dale Matheson Carr-Hilton Labonte LLP,
Chartered Accountants, in their place. This was reported on March 24, 2009 to
the British Columbia and Alberta Securities commissions and we confirm that:

36

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(i) There were no reservations
contained in the auditor's reports on our annual financial statements for the
two completed fiscal years preceding the date of the resignation of Morgan &
Company, Chartered Accountants.

(ii) Our audit committee and board of
directors participated in and approved the appointment of Dale Matheson
Carr-Hilton Labonte LLP, Chartered Accountants, as successor auditor to replace
Morgan & Company, Chartered Accountants, following their resignation.

(iii) In connection with its audits for
the two most recent fiscal years in which Morgan & Company, Chartered
Accountants, was auditor, there have been no disagreements with Morgan &
Company, Chartered Accountants, on any matter of accounting principles or
practices, financial statements disclosure, or auditing scope or procedure,
which disagreements if not resolved to the satisfaction of Morgan & Company,
Chartered Accountants, would have caused them to make reference thereto in their
report on our financial statement for such years.

(iv) In our opinion, no reportable
events occurred prior to the resignation from office of Morgan & Company,
Chartered Accountants, on or about March 24, 2009.

ITEM
16G.           Corporate
Governance

Not applicable.

37

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PART III

ITEM
17. **Financial Statements**

Our financial statements for the year ended January 31, 2009
were audited by Dale Matheson Carr-Hilton Labonte, Chartered Accountants, and
for the year ended January 31, 2008 were audited by Morgan & Company,
Chartered Accountants, both without reservation, as follows:

|• | Audit report dated May 8, 2009                                                   
|- | ---------------------------------------------------------------------------------
|  |                                                                                  
|• | Balance sheets as at January 31, 2009 and 2008                                   
|  |                                                                                  
|• | Statements for the years ended January 31, 2009,
      2008 and 2007             
|  |                                                                                  
|  | •                                                                                
|  |                                                                                  
|  | •                                                                                
|  |                                                                                  
|• | Notes to financial statements for the years ended
      January 31, 2009 and 2008

All our financial statements are prepared in accordance with
Canadian GAAP and are reconciled to US GAAP and disclosed in Note 11. All
figures are expressed in Canadian dollars.

ITEM
18.                    
Exhibits

The unmarked exhibits below are attached to this report.

|Exhibit 1:    | Audited
      financial Statements (May 8 09)                                                                                                                
|------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |                                                                                                                                                              
|Exhibit 2:    | Certificate of Incorporation*                                                                                                                                
|              |                                                                                                                                                              
|Exhibit 3:    | Memorandum and Articles of Association*                                                                                                                      
|              |                                                                                                                                                              
|Exhibit 3A:   | Notice of Alteration of Articles
      of Association (Feb 25, 2008)                                                                                         
|              |                                                                                                                                                              
|Exhibit 3B:   | Certificate
      of name change ( March 6, 2008)                                                                                                            
|              |                                                                                                                                                              
|Exhibit 4:    | Management agreement dated November
      1, 2000 between Gemstar Resources Ltd. and Darcy Krell doing business as
      DK Financial Consultants.*          
|              |                                                                                                                                                              
|Exhibit 4B:   | Amended
      management agreement dated May 1, 2008 between Rouge Resources Ltd. and
      Darcy Krell doing business as DK Financial Consultants.          
|              |                                                                                                                                                              
|Exhibit 5:    | Consent of Geologist**                                                                                                                                       
|              |                                                                                                                                                              
|Exhibit 12.1: | Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes- Oxley
      Act of 2002                                              
|              |                                                                                                                                                              
|Exhibit 12.2: | Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes- Oxley
      Act of 2002                                              
|              |                                                                                                                                                              
|Exhibit 13.1: | Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|              |                                                                                                                                                              
|Exhibit 13.2: | Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Previously filed with Form 20-F on September 16, 2003

** Previously filed with Form 20-F on December 20, 2004

38

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SIGNATURE

The registrant hereby certifies that it meets all of the
requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this annual report on its behalf.

|                     | ROUGE RESOURCES LTD.                       
|-------------------- | -------------------------------------------
|                     |                                            
|Dated: June 10, 2009 |                                            
|                     | By: /s/ Linda Smith                        
|                     | _________________________________          
|                     | Linda
      Smith,                         
|                     | President
      and Chief Executive Officer

39

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