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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,
2015or

[ ] 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                             | Copy to:                                              
|--------------------------------------- | ------------------------------------------------------
|Secretary, General Manager and Director | Doug E. Eacrett,                                      
|(Tel) 604-831-2739                      | Barrister & Solicitor                                 
|(Fax) 604-831-2735                      | Suite 203  409 Granville St                          
|                                        | Vancouver, BC, Canada V6C 1T2                         
|                                        | Phone No.: (604) 689-5002 Fax No: (604)
      689-5003

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)

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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)

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.44,633,171 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.
[ X ]  Yes  [  ]  No

Indicate by check mark whether 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  [ X ]  No (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

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 by the International Accounting Standards
      Board  [ X ] | Other  [  ]
|--------------- | ------------------------------------------------------------------------------------------------------------------------ | -----------
|

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  [  ]  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

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TABLE OF CONTENTS

|PART
      I              
|--------------------------
|                          
|FORWARD-LOOKING STATEMENTS
|                          
|ITEM 1.                   
|                          
|                          
|                          
|                          
|                          
|ITEM 2.                   
|                          
|ITEM 3.                   
|                          
|                          
|                          
|                          
|                          
|ITEM 4.                   
|                          
|                          
|                          
|                          
|                          
|                          
|                          
|ITEM 4A.                  
|                          
|ITEM 5.                   
|                          
|                          
|                          
|                          
|                          
|                          
|ITEM 6.                   
|                          
|                          
|                          
|                          
|                          
|                          
|                          
|ITEM 7.                   
|                          
|                          
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|                          
|                          
|ITEM 8.                   
|                          
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|                          
|                          
|ITEM 9.                   
|                          
|ITEM 10.                  
|                          
|                          
|                          

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|                      | 10.3 Material Contracts                                                            | 35
|--------------------- | ---------------------------------------------------------------------------------- | --
|                      | 10.4 Exchange Controls and
      other Limitations Affecting Security Holders      | 35
|                      | 10.5 Canadian Federal Income
      Tax Consequences to U.S. Investors              | 35
|                      | 10.6 United States Federal
      Income Tax Consequences to U.S. Investors         | 36
|                      | 10.7 Statements by Experts                                                         | 39
|                      | 10.8 Documents on Display                                                          | 39
|                      | 10.9 Subsidiary Information                                                        | 39
|                      |                                                                                    |   
|ITEM 11.              | Quantitative
      and Qualitative Disclosures About Market Risk                   | 39
|                      |                                                                                    |   
|ITEM 12.              | Descriptions of Securities
      Other than Equity Securities                      |   
|                      |                                                                                    |   
|                      | 12.1 Stock Options                                                                 | 40
|                      | 12.2 Stock Purchase Warrants                                                       | 40
|                      |                                                                                    |   
|                      | PART II                                                                            |   
|                      |                                                                                    |   
|ITEM 13.              | Defaults,
      Dividend Arrearages and Delinquencies                              | 41
|                      |                                                                                    |   
|ITEM 14.              | Material
      Modifications to the Rights of Security Holders and Use of Proceeds | 41
|                      |                                                                                    |   
|ITEM 15               | Controls and Procedures                                                            |   
|                      |                                                                                    |   
|                      | 15.1 Disclosure Controls and Procedures                                            | 41
|                      | 15.2 Managements Annual Report on
      Internal Control over Financial Reporting | 41
|                      | 15.3 Auditors Attestation Report                                                  | 42
|                      | 15.4 Changes in Internal Control over
      Financial Reporting                    | 42
|                      |                                                                                    |   
|ITEM 16               | (Reserved)                                                                         | 42
|                      |                                                                                    |   
|ITEM 16A              | Audit
      Committee Financial Expert                                             | 42
|                      |                                                                                    |   
|ITEM 16B              | Code of
      Ethics                                                               | 42
|                      |                                                                                    |   
|ITEM 16C              | Public
      Accountant Fees and Services                                          | 43
|                      |                                                                                    |   
|ITEM 16D              | Exemptions
      from the listing Standards for Audit Committees                   | 43
|                      |                                                                                    |   
|ITEM 16E              | Purchases of
      Equity Securities by the Issuer and Affiliated Purchasers       | 43
|                      |                                                                                    |   
|ITEM 16F              | Change in
      Registrants Certifying Accountant                                 | 43
|                      |                                                                                    |   
|ITEM 16G              | Corporate
      Governance                                                         | 43
|                      |                                                                                    |   
|ITEM 16H              | Mine Safety
      Disclosure                                                       | 43
|                      |                                                                                    |   
|                      | PART III                                                                           |   
|                      |                                                                                    |   
|ITEMS 17and
      18. | Financial
      Statements                                                         | 44
|                      |                                                                                    |   
|ITEM 19.              | Exhibits                                                                           | 44
|                      |                                                                                    |   
|SIGNATURE             | 44                                                                                

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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 20-F and exhibits attached hereto
contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and Canadian securities laws. Such
forward-looking statements concern the Companys plans for its properties,
operations and other matters. T hese statements relate to analyses and other
information that are based on forecasts of future results, estimates of amounts
not yet determinable and assumptions of management. Statements concerning
estimates of mineral resources and reserves may also be deemed to constitute
forward-looking statements to the extent that they involve estimates of the
mineralization that will be encountered if the property is developed, and in the
case of mineral reserves, such statements reflect the conclusion based on
certain assumptions that the mineral deposit can be economically exploited. Any
statements that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions or future
events or performance (often, but not always, using words or phrases such as
expects or does not expect, is expected, anticipates or does not
anticipate, plans, estimates or intends, or stating that certain actions,
events or results may, could, would, might or will be taken, occur or
be achieved) are not statements of historical fact and may be forward-looking
statements. Forward-looking statements are subject to a variety of risks and
uncertainties, which could cause actual events or results to differ from those
reflected in the forward-looking statements, including, without limitation:

| | risks related to continuing as a going concern and
      possible failure to obtain adequate financing on a timely basis and on
      acceptable terms;                                          
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | political and regulatory risks associated with mining and
      exploration;                                                                                                                     
| | risks related to the maintenance of exchange listings;                                                                                                                                           
| | risks related to environmental regulation and liability;                                                                                                                                         
| | risks related to the potential for delays in exploration
      or development activities;                                                                                                        
| | risks related to the uncertainty of profitability based
      upon the Companys history of losses;                                                                                              
| | risks and uncertainties relating to the interpretation of
      drill results, the geology, grade and continuity of mineral deposits;                                                            
| | risks related to the inherent uncertainty of production
      and cost estimates and the potential for unexpected                                                                                
|  | costs and expenses;                                                                                                                                                                              
| | results of prefeasibility and feasibility studies, and
      the possibility that future exploration, development or mining results
      will not be consistent with the Companys expectations;
| | risks related to gold price and other commodity price
      fluctuations                                                                                                                         
| | etc.                                                                                                                                                                                             

This list is not exhaustive of the factors that may affect our
forward-looking statements. Some of the important risks and uncertainties that
could affect forward-looking statements are described in this Annual Report as
Item 3.4 under the heading Description of Business  Risk Factors. Should one
or more of these risks and uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
described in forward-looking statements. Forward-looking statements are made
based on managements beliefs, estimates and opinions on the date the statements
are made. Investors are cautioned against attributing undue certainty to
forward-looking statements.

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PART I

|ITEM 1. | Identity of Directors, Senior Management and
      Advisors
|------- | -----------------------------------------------------------

1.1  Directors and Senior
Management:

Linda J. Smith #203-409 Granville
      Street, Vancouver, British Columbia, V0R 1X0, Canada
    President, Chief Executive
      Officer and DirectorDarcy T. Krell #203-409 Granville Street,
    Vancouver, British Columbia, V0R 1X0, Canada
    Secretary, General Manager and DirectorJ. Ronald McGregor #203-409 Granville Street,
    Vancouver, British Columbia, V0R 1X0, Canada
    Chief Financial Officer (CPA, CA) and
    DirectorSteven J. Chan #203-409 Granville Street,
      Vancouver, British Columbia, V0R 1X0, Canada
    DirectorJames O. Burns #203-409 Granville Street,
    Vancouver, British Columbia, V0R 1X0, Canada
    DirectorDavid Mark #203-409 Granville Street,
    Vancouver, British Columbia, V0R 1X0, Canada
    Geologist and Director


1.2  Advisors:

Doug E. Eacrett, Barrister &
      Solicitor, Suite 203  409 Granville St, Vancouver BC, Canada V6C
      1T2
    Company LawyerMs. Caitlin Jeffs, H.B.Sc., P.Geo, Mr. Michael
    Thompson, H.B.Sc., P.Geo, C/o Fladgate Exploration Consulting
    Corporation 195 Park Avenue, Thunder Bay Ontario, P7B 1B9, Canada.
    Consulting Geologists


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1.3  Auditor:

Dale Matheson Carr-Hilton Labonte LLP,
      Chartered Accountants, Suite 1500  1140 West Pender Street,
      Vancouver BC, Canada V6E 4G1
    Replaced Morgan & Company
      during 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).

|ITEM 2. | Offer Statistics and Expected Timetable
|------- | ---------------------------------------

Not applicable

|ITEM 3. | Key Information
|------- | ---------------

|3.1 | Selected Financial Data
|--- | -----------------------

The following tables show selected financial data of the
Company and should be read in conjunction with our audited financial statements
for the fiscal years ended January 31, 2015, 2014 and 2013 included as an
exhibit in this annual report. Our audited financial statements for the fiscal
years ended January 31, 2012 and 2011 are not included in this annual
report.

Since February 1, 2010, our financial statements have been
prepared in accordance with International Financial Reporting Standards (IFRS)
issued by the International Accounting Standards Board (IASB) along with
interpretations of the International Financial Reporting Interpretations
Committee (IFRIC). Except for the reclassification between equity accounts
from contributed surplus (the Canadian GAAP term used for this account) to
convertible debt reserve (the IFRS term for this account) the adoption of IFRS
had no impact on the Companys financial position as at February 1, 2010 and
subsequent periods. All amounts continue to be expressed in Canadian
dollars.

The Company has reviewed recently issued accounting standards
under IFRS and is currently assessing the impact that these standards may have
on its financial statements and does not expect the adoption of these standards
will have a material impact on its financial position, results of operations nor
cash flows.

The financial data below is presented in accordance with IFRS
in Canadian dollars as at and for the five fiscal years ended January 31.

IFRS (in Cdn $)

2015
    2014
    2013
    2012
    2011Net loss
    ($186,548)
    ($209,624)
    ($239,258)
    ($279,284)
    ($255,692)Loss per share - basic and diluted
    ($0.01)
    ($0.01)
    ($0.01)
    ($0.01)
    ($0.01)Cash dividends per
      share
    Nil
    Nil
    Nil
    Nil
    NilTotal assets
    $286,149
    $397,066
    $584,877
    $243,140
    $364,036Long term debt
    Nil
    Nil
    Nil
    $39,676
    NilDeficit
    ($3,908,267)
    ($3,721,719)
    ($3,512,095)
    ($3,272,837)
    ($2,993,553)Share capital
    $3,953,590
    $3,953,590
    $3,953,590
    $3,110,796
    $3,110,796Total equity
      (deficiency)
    $96,680
    $285,228
    $494,852
    ($108,684)
    $170,600Weighted average number of
      shares outstanding
    44,633,171
    44,633,171
    42,299,073
    40,565,171
    33,578,870


---

Since June 1, 1970, the government of Canada permitted a
floating exchange rate to determine the value of the Canadian dollar compared to
the United States dollar. On May 26, 2015, the exchange rate in effect was
C$1.00 = US$0.80. 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
and the past six months ended January 31, 2015, the following exchange rates
were in effect for United States dollars stated in Canadian dollars:

Years Ended
    
    Actual Year End Exchange RateJanuary 31, 2015 (ie. Cdn$1.00 = US$0.7 9)
    
    $ 0.79January 31, 2014
    
    $ 0.90January 31, 2013
    
    $ 1.00January 31, 2012
    
    $ 0.99January 31, 2011
    
    $ 1.00


Months Ended
    
    Month End Exchange RateJanuary 31, 2015 (ie. Cdn$1.00 = US$0.79)
    
    $ 0.79December 31, 2014
    
    $ 0.86November 31, 2014
    
    $ 0.88October 31, 2014
    
    $ 0.89September 30, 2014
    
    $ 0.90August 31, 2014
    
    $ 0.92


|3.2 | Capitalization and
Indebtedness
|--- | -------------------------------

The following table sets forth our exploration and evaluation
assets, indebtedness and shareholders equity (deficiency) as at January 31,
2015 in Canadian dollars under both IFRS and US GAAP:

IFRS
    US GAAPExploration
      and evaluation assets
    $ 277,341
    $ 63,613Total indebtedness
    $
      187,469
    $
      187,489Equity
      (Deficiency)Share
      capital
    $
      3,953,590
    $
      3,953,590Convertible debt reserve
    $
      53,357
    -Deficit
    ($ 3,908,267)
    ($
      4,068,639)Total
    $
      96,680
    ($ 115,049)


The Issuers financial statements have been prepared in
accordance with IFRS which differ in certain material respects from those
principles that the Issuer would have followed had its financial statements been
prepared in accordance with US GAAP. The differences above between IFRS and US
GAAP affecting the Companys financial statements are described below.

Exploration and Evaluation AssetsUnder IFRS,
property acquisition costs and exploration & evaluation costs are
capitalized and reviewed for impairment on a reporting period basis. Under US
GAAP, property acquisition costs are capitalized and reviewed for impairment on
a reporting period basis and exploration & evaluation costs are expensed as
incurred. When it has been determined that a mineral interest can be
economically developed as a result of establishing proven and probable reserves,
the costs incurred to develop such property are then capitalized.

Convertible Debt ReserveUnder IFRS,
companies allocate convertible debt proceeds between the debt component and the
embedded conversion feature using the residual value method with debt valued
first and the conversion feature valued at whats left over. Under US GAAP,
companies allocate convertible loan proceeds to the embedded conversion feature
only if such feature has intrinsic value. Also, the convertible note is treated
solely as a liability since the embedded conversion feature has no intrinsic
value and accordingly does not meet the requirements of an equity component.

---

|3.3 | Reasons for the Offer and Use of
  Proceeds
|--- | -------------------------------------------

Not applicable

|3.4 | Description of Business - 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 occur, 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 in the foreseeable future. From March 31,
1988, the date of incorporation, to January 31, 2015, we have incurred losses
totaling $3,908,267 under IFRS. Very few junior resource companies ever become
profitable. Failure to achieve and maintain profitability may adversely affect
the market price of our common stock.

If we are unable to generate revenue or raise financing, our
business may fail.We have limited financial resources, no source of
operating cash flow and no commitments for additional financing to fund further
exploration of our mineral property interests. Failure to obtain this financing
could result in delay or indefinite postponement of further exploration and
ultimately the failure of our business.

If we are unable to prove that a mineral reserve exists on
our mineral property interests, our business may fail. The business of
exploring minerals and mining involves a high degree of risk. Few mineral
properties that are explored ultimately develop into producing mines. At
present, our mineral properties have no known commercial ore body. 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 a chosen mining site.

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 ever containing reserves is extremely remote. It is
unlikely that our mineral properties contain reserves, so any funds expended on
the property will most likely be lost.

Our auditors have expressed substantial doubt about our
ability to continue as a going concern, and if we do not obtain additional
financing, our business will fail.As at January 31, 2015, we had a cash
balance of $271. Our financial statements have been prepared on the assumption
that the Company will continue as a going concern, meaning it will continue in
operation for the foreseeable future and will be able to realize assets and
discharge liabilities in the ordinary course of business. As at January 31,
2015, the Company had not advanced any of its properties to commercial
production and is not able to finance day-to-day activities through operations.
The Companys continuation as a going concern is dependent upon the successful
results from its mineral property exploration activities; its ability to attain
profitable operations and generate funds therefrom; and its ability to raise
equity capital or borrowings sufficient to meet current and future obligations.
These factors indicate the existence of a material uncertainty that casts
substantial doubt about the Companys ability to continue as a going concern.
Management intends to finance operating costs over the next twelve months with
cash on hand, loans from directors and companies controlled by directors, and/or
private placement of common shares. Should the Company be unable to continue as
a going concern, the net realizable value of its assets may be materially less
than the amounts presented on its Statement of Financial Position.

---

Due to the speculative nature of mineral property
exploration, there is substantial risk that no commercially viable mineral
deposits will be found on our Dotted Lake-Lampson Lake Property or other mineral
properties that we acquire. In order for us to even commence mining
operations we face a number of challenges which include finding qualified
professionals to conduct our exploration program, obtaining adequate financing
to continue our exploration program, locating a viable mineral body, partnering
with a senior mining company, obtaining mining permits, and ultimately selling
minerals in order to generate revenue. Moreover, exploration for commercially
viable mineral deposits is highly speculative in nature and involves substantial
risk that no viable mineral deposits will be located on any of our present or
future mineral properties. There is a substantial risk that the exploration
program we plan to conduct on the Dotted Lake-Lampson Lake project may not
result in the discovery of any significant mineralization, and therefore no
commercially viable mineral deposit. There are numerous geological features that
we may encounter that would limit our ability to locate mineralization or that
could interfere with our exploration programs as planned, resulting in
unsuccessful exploration efforts. In such a case, we may incur significant costs
associated with an exploration program, without any benefit. This would likely
result in a decrease in the value of our common stock.

General economic conditions could have a negative impact on
our business.Ongoing volatility in global financial markets has had a
profound impact on the global economy. Many industries, including the precious
metal and base metal mining industries, are impacted by these market conditions.
Some of the key impacts of the current financial market turmoil include
contraction in credit markets resulting in a widening of credit risk,
devaluations and high volatility in global equity, commodity, foreign exchange
and precious metal markets, and a lack of market liquidity. A continued or
worsened slowdown in the financial markets or other economic conditions,
including but not limited to, consumer spending, employment rates, business
conditions, inflation, fuel and energy costs, consumer debt levels, lack of
available credit, the state of the financial markets, interest rates, and tax
rates may adversely affect our growth and profitability. Specifically:

| | the global credit/liquidity crisis could impact
      the cost and availability of financing and our overall liquidity;                                                                       
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the volatility of the gold price may impact our
      future revenues, profits and cash flow;                                                                                                 
| | volatile energy prices, commodity and
      consumables prices and currency exchange rates impact potential production
      costs; and                                                       
| | the devaluation and volatility of global stock
      markets impacts the valuation of our equity securities, which may impact
      our ability to raise funds through the issuance of equity.

These factors could have a material adverse effect on our
financial condition and results of operations.

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 our mineral property interests.

If title to our mineral property interests is disputed, we
may lose our business assets and our business may fail.Our mineral
property interests may be subject to prior unregistered agreements or transfers
or aboriginal 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 our mineral property
interests and may lose our interest in the claims, causing our business to fail.
The Company has investigated and believes it has good title to its properties.
However, there is no guarantee that adverse claims to title will not arise in
the future, nor can the Company express an opinion on how difficult the
resolution of such claims would be.

The legal nature of aboriginal land claims, in particular, is a
matter of considerable complexity. The impact of any such claim on our ownership
interest in our properties cannot be predicted with any degree of certainty and
no assurance can be given that a broad recognition of aboriginal rights in the
area in which the properties optioned by us are located, by way of a negotiated
settlement or judicial pronouncement, would not have an adverse effect on our
activities. Even in the absence of such recognition, we may at some point be
required to negotiate with first nations in order to facilitate exploration and
development work on the properties optioned by us.

---

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 current or future operations, including exploration
and development activities and the commencement and continuation of commercial
production, require licenses, permits or other approvals from various federal,
provincial and/or local governmental authorities and such operations are or will
be governed by laws and regulations relating to prospecting, development,
mining, production, exports, taxes, labour standards, occupational health and
safety, waste disposal, toxic substances, land use, water use, environmental
protection, aboriginal land claims and other matters.

We believe that we are in substantial compliance with all
material laws and regulations which currently apply to our activities. There can
be no assurance, however, that we will obtain on reasonable terms or at all the
permits and approvals, and the renewals thereof, which we may require for the
conduct of our current or future operations or that compliance with applicable
laws, regulations, permits and approvals will not have an adverse effect on any
mining project which the Issuer may undertake. Possible changes to mineral tax
legislation and, regulations could cause additional expenses, capital
expenditures, restrictions and delay on the Issuers planned exploration and
operations, the extent of which cannot be predicted.

Failure to comply with applicable laws, regulations and
permitting requirements may result in enforcement actions thereunder, including
orders issued by regulatory or judicial authorities causing operations to cease
or be curtailed, and may include corrective measures requiring capital
expenditures, installation of additional equipment, or remedial actions. Parties
engaged in mining operations may be required to compensate those suffering loss
or damage by reason of the mining activities and may have civil or criminal
fines or penalties imposed for violations of applicable laws or regulations.

We will be required to obtain work permits from the Ontario
Ministry of Northern Development and Mines for 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.

Precious metal prices fluctuate widely. A decrease in these
prices may prevent us from raising the capital necessary to continue our
business plan in the future. As well, low prices will reduce the value of any
reserve we discover on our mineral property interests.Factors beyond
our control may affect the marketability of any precious metals we discover.
Metal prices have fluctuated widely, particularly in recent years. Our ability
to raise capital for continuing exploration of our mineral property interests
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-Lampson Lake properties will fluctuate depending on current metal
prices. Low metal prices may make it uneconomical to commence production on our
mineral property interests, 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 our mineral property interests,
we will be subject to environmental regulations. In addition, our operations may
be adversely affected by changes in environmental regulations. A significant
change in such regulations may prevent us from proceeding with our business
plan. 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 our mineral property interests
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.

We rely on the technical and financial skills and
contributions of our management team, the loss of any one of which may adversely
impact our business.Our success will be largely dependent, in part, on
the services of our senior management and directors whose contributions include
both technical and financial skills and assistance. We have not purchased any
key man insurance, nor have we entered into any non-competition or
non-disclosure agreements with any of our directors, officers or key employees
and have no current plans to do so. We may hire consultants and others for
geological and technical expertise but there is no guarantee that we will be
able to retain personnel with sufficient technical expertise to carry out the
future development of our mineral properties.

Some of our directors are or will be directors of other
companies, which could result in conflicts of interest.Certain of our
directors, officers and other members of management do, and may in the future,
serve as directors, officers, promoters and members of management of other
companies and, therefore, it is possible that a conflict may arise between their
duties as a director, officer, promoter or member of our management team and
their duties as a director, officer, promoter or member of management of such
other companies. Our directors and officers are aware of the laws governing
accountability of directors and officers for corporate opportunity and the
requirement of directors to disclose conflicts of interest. We will rely upon
these laws in respect of any directors and officers conflicts of interest or
in respect of any breaches of duty by any of our directors or officers.

---

Enforcement of US legal process may be difficult.All members of our Board of Directors and management reside in Canada
and our address for service is a Canadian address. Accordingly, investors will
not be able to:

|i)   | effect legal process upon us or upon individuals related
      to us within the United States;                                                             
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|ii)  | enforce judgments obtained in United States courts
      against us based upon the civil liability provisions of the United States
      securities law; or
|iii) | enforce United States court judgments based upon the
      civil liability provisions of the United States federal securities
    law.                     

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.

Currency fluctuations may increase the costs of doing
business for us.The Company's offices and primary activities are
currently located in Canada and commodities are sold in international markets at
prices denominated in US dollars. However, some of the costs associated with the
Company's activities in Canada may be denominated in currencies other than the
US dollar. Any appreciation of these currencies vis-a-vis the US dollar could
increase the Company's cost of doing business in these countries. In addition,
the US dollar is subject to fluctuation in value vis-a-vis the Canadian dollar.
The Company does not utilize hedging programs to mitigate the effect of currency
movements.

We may, in the future, issue additional common shares, which
would reduce investors percent of ownership and may dilute our share value.Our Memorandum (charter document) authorized the issuance of an
unlimited number of common shares. As of May 26, 2015, the Company had
44,633,171 common shares outstanding. We may issue an unlimited number of
additional common shares. The future issuance of common shares may result in
substantial dilution in the percentage of our common shares held by our then
existing shareholders. We may value any common shares issued in the future on an
arbitrary basis. The issuance of common shares for future services or
acquisitions or other corporate actions may have the effect of diluting the
value of the shares held by our investors, and might have an adverse effect on
any trading market for our common shares.

If we lose our Foreign Private Issuer status in the U.S.,
our operating costs will increase.The Company is required to determine
its foreign private issuer status (as defined in Rule 3b-4(c) under the U.S.
Securities and Exchange Act of 1934 (as amended) for the purposes of U.S.
securities law) (the Exchange Act), annually at the end of its second fiscal
quarter. Although less than 50% of its voting securities were held by U.S.
residents on the last business day of its most recently completed second fiscal
quarter, the Company is considered a foreign private issuer as it met the
following conditions: (i) a majority of its executive officers and directors,
taken separately, are non-U.S. citizens or residents, (ii) more than 50% of its
assets are located outside the U.S., and (iii) the business of the Company is
principally administered outside the U.S. The Company may in the future lose its
foreign private issuer status if it fails to meet any of the aforementioned
criteria.

The regulatory and compliance costs to the Company under U.S.
securities laws as a U.S. domestic issuer may be significantly more than the
costs the Company incurs as a Canadian foreign private issuer eligible to use
the multi-jurisdictional disclosure system. If the Company is not a foreign
private issuer it would be required to file periodic and current reports and
registration statements on U.S. domestic issuer forms with the SEC, which are
more detailed and extensive than the forms available to a foreign private
issuer. This could have a materially adverse impact on the Companys corporate
overhead costs and its ability to raise future financing.

---

Because we do not intend to pay any cash dividends on our
common shares, our shareholders will not be able to receive a return on their
shares unless they sell them.We intend to retain any future earnings to
finance the development and expansion of our business. We do not anticipate
paying any cash dividends on our common stock in the foreseeable future. Unless
we pay dividends, our shareholders will not be able to receive a return on their
shares unless they sell them. There is no assurance that shareholders will be
able to sell shares when desired.

|ITEM 4 | Information on the Company
|------ | --------------------------

| | 4.1 | History and Development
| | --- | -----------------------

The financial information contained herein complies with
International Financial Reporting Standards (IFRS) as issued by the
International Accounting Standards Board (IASB) and interpretations of the
International Financial Reporting Interpretations Committee (IFRIC).

Rouge Resources Ltd (the Company or We or the Issuer) was
incorporated under the name Gemstar Resources Ltd. on March 31, 1988 pursuant
to the provisions of the Company Act(British Columbia). In March 2006,
we were transitioned to the Business Corporations Act (British Columbia).
On March 25, 2008, the Companys name was changed to Rouge Resources Ltd. Our
registered and records office is located at 203-409 Granville Street, Vancouver
BC, V6C 1T2.

We have been a reporting issuer in British Columbia and Alberta
since April 3, 1989 and became a foreign private issuer in the United States
pursuant to filings with the US Securities and Exchange Commission on or about
November 15, 2003. Prior to August 30, 2012, our common shares were quoted only
on the OTC:BB in the United States under the symbol ROUGF but since this date
have also been listed for trading on the TSX Venture Exchange under the symbol
ROU.

At January 31, 2015, there were 44,633,171 issued and fully
paid common shares outstanding (January 31, 2014 and 2013  44,633,171) of which
1,894,800 shares are held in escrow, subject to release following regulatory
approval.

Description of BusinessThe Company is a
Vancouver-based junior mineral exploration company engaged in the business of
acquiring, exploring, evaluating and, if warranted, developing mineral resource
properties in Canada. No revenue has been generated since inception and there is
no assurance that a commercially viable mineral deposit exists on our
exploration and evaluation assets. Further exploration is required before a
final evaluation of the economic feasibility can be determined. Significant
financing and considerable time and effort will be required before our mineral
claims can be further explored and, if warranted, developed into a commercial
enterprise.

We hold a 100% interest in 9 claims in the Thunder Bay Mining
District of North Central Ontario area, called the Dotted Lake Property which
includes the Lampson Lake claims acquired under the now completed option
agreement dated April 10, 2010. We continue to monitor claims in North-Central
Ontario and plan to make additional acquisitions in this and other areas when
and if The Property is considered to be strategic or otherwise beneficial to the
Company.

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.
Additional information on the Company is available on both SEDAR at
www.sedar.com and EDGAR at www.sec.gov/edgar.

The material events in development of the Issuers current
business over the past seven fiscal years to the date of this Annual Report are
summarized as follows:

| | In March 2008, the Issuer consolidated its
      share capital on a 10 for 1 basis and changed its name from Gemstar
      Resources Ltd. to Rouge Resources Ltd.                                     
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                       
| | In May 2008, the Issuer hired Caitlin Jeffs,
      P.Geo, of Fladgate Exploration Consulting Corporation as consulting
      geologist to conduct a soil sampling program on the Dotted Lake Property.

---

| | On August 5, 2008, Caitlin Jeffs, P.Geo completed an
      internal report of the results of the Issuers soil sampling program,
      indicating the possibility of both anomalous gold and anomalous zinc
      mineralization in two of the 47 samples collected and analyzed during the
      program.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | On December 24, 2008, the Issuer announced the closing of
      a non-brokered private placement of 10,000,000 units at $0.05 per unit for
      gross proceeds of $500,000 before share issue costs. Each unit was
      comprised of one Share of the Issuer and one additional non-transferable
      share purchase warrant, each warrant entitling the holder to acquire one
      additional Share of the Issuer at a price of $0.10 per share for two years
      from the date of closing. Proceeds of the private placement were used for
      exploration expenditures on the Issuers property, operating expenses and
      general working capital purposes.                                                                                                                                                           
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | In October 2009, the Issuer expanded its holdings in the
      Dotted Lake Property to a 100% interest in a total of ten claims of 82
      units by staking. Shortly thereafter, the Issuer commenced a new soil
      sampling program in accordance with the report dated August 5, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | On May 13, 2010, the Issuer announced the closing of a
      non-brokered private placement of 30,000,000 units at a price of $0.05 per
      unit for gross proceeds of $1,500,000 before share issue costs. Each unit
      was comprised of one Share of the Issuer and one non-transferable share
      purchase warrant, each warrant entitling the holder to acquire one
      additional Share of the Issuer at a price of $0.10 per share for two years
      from the date of closing. Proceeds of the private placement were used for
      repayment of related party loans, exploration expenditures on the Original
      Dotted Lake Property, on-going operating expenses and general working
      capital purposes.                                                                                                 
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | On April 20, 2010, the Issuer entered into an exclusive
      Option Agreement with certain Ontario prospectors to acquire a 100%
      undivided interest in two claims adjacent to the Dotted Lake Property,
      known as the Lampson Lake Property, subject to certain royalty interests
      when and if future revenue is generated. Exercise of the Option required
      the Issuer to pay a total of $60,000 to the vendors over a period of three
      years.                                                                                                                                                                                                                                                                                                                                                           
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | On September 7, 2010, the Issuers independent consulting
      geologists completed a NI 43-101 compliant Technical Report, detailing all
      work completed on the Dotted Lake Property to date and recommendations for
      further exploration work.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | On October 25, 2010, the Issuer announced the
      resignations of Shannon Krell, Ryan Krell and Ivan Martinez from its board
      of directors and the appointment of Brian A Lueck and Mark H. Holden in
      their stead as independent directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | On November 30, 2010, a revised version of its NI 43-101
      Technical Report was completed by the authors and delivered to the Issuer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | At the December 13, 2011 Annual General Meeting of
      shareholders, three new directors were elected: J. Ronald McGregor, Steven
      J. Chan and James O. Burns. Subsequently, Mr. J. Ronald McGregor was
      appointed Chief Financial Officer of the Issuer to replace Mr. Darcy T.
      Krell.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | In February 2012, the Issuer entered into an agreement to
      defer $39,676 in debt owed to a professional advisor which was been
      converted from a short term to a long term liability. This amount is
      unsecured and non-interest bearing due after July 31, 2013 but to date
      there has been no demand for repayment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | On April 25, 2012, the Issuer received conditional
      approval of its Listing Application by the TSX Venture Exchange subject to
      completion of a proposed private placement financing in accordance with
      the Exchange requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | On August 28, 2012, the Issuer announced the closure of
      two private placements, one brokered and the other non-brokered. The
      brokered private placement raised $829,000 (3,316,000 Units) through
      Canaccord Genuity Corp. (the Agent) and the non-brokered private
      placement raised $188,000 (752,000 Units) for combined gross proceeds of
      $1,017,000 (4,068,000 units). Each unit of the Company was sold for $0.25
      consisting of one common share and one transferable share purchase
      warrant. Each warrant entitles the holder to acquire one additional common
      share of the Company at a price of $0.40 per share for a period of one
      year from the date of closing. Share issuance costs of $174,206 were
      incurred in relation to the brokered private placement.

---

|  | The net proceeds of the financings were used to eliminate
      the working capital deficiency; to meet obligations under the Lampson Lake
      option agreement; and to meet its on-going operating requirements.                                                                                                                                                                                                                                                                                 
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | On August 30, 2012, the shares commenced trading on the
      TSX Venture Exchange under the symbol ROU.                                                                                                                                                                                                                                                                                                                                                                                            
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | On September 4, 2012, the Issuer paid $9,246 with respect
      to staking of 6 additional claims contiguous to the Dotted Lake claims
      bringing the total number of claims owned by the Issuer to 18, including
      the two Lampson Lake claims under option per above.                                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | On October 3, 2012, an assessment report was completed by
      the Issuers independent consulting geologists detailing results of a soil
      sampling and prospecting program conducted on 5 of the 6 additional claims
      staked prior to September 4, 2012.                                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | On March 1, 2013 pursuant to the Lampson Lake Option
      Agreement mentioned above, the Optionors agreed with the Issuer to split
      the final payment of $25,000 into two equal amounts of $12,500, the first
      payable on April 20, 2013 which was paid and the second payable on April
      20, 2014.                                                                                                                                                                                  
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | On April 20, 2014, the Company made the final payment of
      $12,500 pursuant to the exclusive Lampson Lake Option Agreement.                                                                                                                                                                                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | In May 2015, the Issuer completed a claims
      reconfiguration plan of its Dotted Lake-Lampson Lake Property designed to
      focus entirely on claims of merit in the area. The total cost was $11,400,
      of which $7,000 was paid subsequent to the year end, reducing its position
      from 18 to 9 claims of merit going forward. As a result, the Company
      recorded a one-time non-cash $31,500 impairment of its exploration and
      evaluation assets as at January 31, 2015.

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 Mineral Property
Interests. 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 claims can be explored
and, if warranted, developed into a commercial enterprise.

| | 4.2 | Mineral Property Interests
| | --- | --------------------------

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

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


---

During the current year, the Company made its final payment of
$12,500 for 2 claims pursuant to its exclusive Lampson Lake Option Agreement.
These claims are subject to a 2% net smelter royalty (NSR) in favour of the
optionors on one claim and with respect to the other, a combination of a 2% NSR
in favour of the optionors and a 1% NSR on any metals and/or a 1% NSR payable to
Ontario Exploration Company (OEC) on any precious metals recovered from the
property. The Company has the right to buy back 1% of the NSR in favour of the
optionors for $1,000,000 and to buy back three-quarters of 1% of the royalty
vested with OEC over 10 years on an increasing scale from $15,000 to
$750,000.

In addition and primarily due to continuing uncertainty in the
market conditions of the junior mining exploration sector, the Company started a
claims reconfiguration plan on its Dotted Lake-Lampson Lake Property (The
Property) during the year ended January 31, 2015 and completed it subsequent to
the year end in May 2015. The plan was designed to focus entirely on claims of
merit and resulted in certain claims being allowed to lapse, certain claims
being partially re-staked, and certain land positions were modified or increased
as follows: The plan was designed to focus entirely on claims of merit as
follows:

|- | Low potential claims were allowed to lapse when due and
      not re-staked. This resulted in 3 claims being cancelled during the year
      ended January 31, 2015 and 3 more being cancelled subsequent to the year
      end.                                                                                                                                                                                                                                                                                                                                                                                            
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|- | Some claims were allowed to lapse when due and only
      partially re-staked in order to recapture the most promising geology at
      significantly lower cost compared to expensive assessment work otherwise
      required to keep the claims in good standing. In this connection, 6
      existing claims were re-staked and combined into 3 new claims costing only
      $4,400 during fourth quarter of the year ended January 31, 2015;                                                                                                                                                                          
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|- | Some land positions forming part of or adjacent to
      existing claims were modified or increased when due and re-staked in order
      to enhance exposure to the gold-bearing areas previously identified from
      earlier exploration on the original property. In this connection, $7,000
      was paid subsequent to the year-end for staking 6 new claims at much lower
      cost than assessment work otherwise required. This action completed the
      reconfiguration plan in May 2015, notwithstanding that 5 additional claims
      will be allowed to lapse when due in August 2015 without re-staking.

The Company now has a 100% interest in 9 claims of merit going
forward consisting of 101 units or 4,040 acres in The Property, located in the
Thunder Bay Mining District of North Central Ontario, and will remain in good
standing until renewal is required in January, March and May 2017. This compares
to 18 claims consisting of 171 units or 6,840 acres as at year ended January 31,
2014. As a result of these changes, the Company recorded an impairment charge of
$31,500 representing the portion of lapsed claims which reduced the carrying
value of The Property to $277,341 as at year ended January 31, 2015.

Future exploration plans will be developed and implemented when
the market for precious metals begins to improve in due course.

---

Status of Dotted Lake-Lampson Lake Mining
Claims

The Dotted Lake-Lampson Lake Property (The Property) is
located in the southeast part of the Black River Area Township and the southwest
corner of the Olga Lake Township within the Thunder Bay Mining Division of
Northwestern Ontario, Canada. The Property lies 45 km south of the town of
Manitouwadge and now comprises 4,040 acres oriented approximately east-west, 8.5
km long by roughly 2 km wide in an irregular shape.

The information in Table 1 below was prepared by the Company
from updated on-line information provided by the Ministry of Northern
Development and Mines in order to provide current status of its nine 100%-owned
mining claims of merit going forward. All claims of merit in good standing as at
year ended January 31, 2014 were allowed to lapse when due, then modified and
re-staked or partially re-staked during the period January 15 to May 5, 2015 at
much lower cost than assessment work otherwise required as explained above. All
of these new claims are in good standing now until January, March or May, 2017,
as indicated below.

Table 1  Status of Dotted Lake-Lampson Lake Mining
Claims

|      | Mining    | Township/Area    | Units | Date Recorded | Date Due for Work     | Work          
|----- | --------- | ---------------- | ----- | ------------- | --------------------- | --------------
|      | claim No. |                  |       |               | Credits to be Applied | Required      
|      |           |                  |       |               |                       |               
|(iii) | 4277977   | BLACK RIVER AREA | 12    | Jan 15 15     | Jan 15 17             | $ 4,800       
|      |           |                  |       |               |                       |               
|(iii) | 4279197   | BLACK RIVER AREA | 4     | Mar 24 15     | Mar 24 17             | $ 1,600       
|      |           |                  |       |               |                       |               
|(i)   | 4279198   | BLACK RIVER AREA | 15    | Mar 24 15     | Mar 24 17             | $ 6,000       
|      |           |                  |       |               |                       |               
|(iii) | 4283104   | BLACK RIVER AREA | 15    | Jan 15 15     | Jan 15 17             | $ 6,000       
|      |           |                  |       |               |                       |               
|(iii) | 4283441   | OLGA LAKE AREA   | 15    | Jan 15 15     | Jan 15 17             | $ 6,000       
|      |           |                  |       |               |                       |               
|(ii)  | 4245668   | BLACK RIVER AREA | 6     | Mar 6 15      | Mar 6 17              | $ 1,493       
|      |           |                  |       |               |                       |               
|(iii) | 4279130   | OLGA LAKE AREA   | 4     | May 5 15      | May 5 17              | $ 1,600       
|      |           |                  |       |               |                       |               
|(iii) | 4279132   | BLACK RIVER AREA | 15    | May 5 15      | May 5 17              | $ 6,000       
|      |           |                  |       |               |                       |               
|(ii)  | 4279133   | BLACK RIVER AREA | 15    | May 5 15      | May 5 17              | $
      6,000 
|      |           |                  |       |               |                       |               
|      |           | Totals           | 101   |               |                       | $
      39,493

|(i)   | Issuer's original claim re-staked in March 2003. Also,
      allowed to lapse when due in January 2015 then re-staked at much lower
      cost than assessment work otherwise required.                                                                                                      
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                              
|(ii)  | 2 claims optioned by the Issuer on April 20, 2010, known
      as the Lampson Lake Property with final option payment made on April 20,
      2014, were allowed to lapse when due then substantially re-staked in May
      2015 at much lower cost than assessment work otherwise required.
|      |                                                                                                                                                                                                                                                                                              
|(iii) | 6 claims allowed to lapse when due, then modified or
      increased in size for re-staking in January, March and May 2015 at much
      lower cost than assessment work otherwise required.                                                                                                 
|      |                                                                                                                                                                                                                                                                                              
|      | Note that 5 additional claims are not included in this
      listing since they will be allowed to lapse when due in August 2015 and
      will not be re-staked.                                                                                                                            

---

Map 1  Dotted Lake-Lampson Lake Claims Located in Ontario,
Canada



---

Map 2  Dotted Lake-Lampson Lake Property (9 Claims) in
Thunder Bay Mining Division of North Western Ontario



Background

Since 2003, the Issuer has been slowly advancing the
exploration work on the Property to determine potential of the ground which lies
in an underexplored area of the Schrieber-Hemlo greenstone belt, host to the
Hemlo Gold deposit.

Exploration work to date has included airborne and ground
  geophysics in 2005, soil sampling in 2008 and 2009 and prospecting/ trenching in
  2010 and more soil sampling/prospecting on five of the six new claims acquired
  during year ended January 31, 2013. The soil sampling programs completed in 2008
  and 2009 were intended to evaluate the property for further mineralization and
  potentially to expand on the known zinc mineralization at the Fairservice zinc
  showing. They successfully outlined previously undetected gold mineralization,
  hosted in sulphide rich shear bands in granitoid rock, but were not successful
  in expanding on the Fairservice zinc showing.

This has been adequate for initial exploration work, but future
programs should also include a more thorough QA/QC procedure including a variety
of check samples such as duplicate samples, reruns of sample pulps, a variety of
standard samples including low and high grade gold and blank samples.

Accordingly, we consider The Property to be an early stage
exploration project upon which further exploration should be conducted in order
to gain better understanding of the strike content and width of the gold
mineralization uncovered in past exploration programs.

A two phase budget for future exploration has been prepared
(see below) to continue with more soil sampling, prospecting and trenching on
The Property. However, due to the challenging economic circumstances, which
persist for the Junior Mineral Exploration industry at the present time,
implementation has been delayed. This delay will continue until more favorable
market conditions return.

---

Budget
      Item
    Total (CAD$)
    CommentsExploration (Phase 1) Property wide soils and further
      trenchingConsulting
      geologist
    $52,000
    Consulting geologist at $650/dayGeo-technicians
    $39,000
    Geo-technician at $325/dayTruck and ATV
      Rental and Fuel
    $22,000
    Truck
      at $75/day and ATV at $125/dayHeavy Equipment
      Rental
    $30,000
    Trench
      digging at $140/hourAssays
    $45,500
    Assaying at $35/sampleRoom and board
    $17,500
    $125/day per geo & tech10% contingency
      for miscellaneous items
    $20,600
    Field
      supplies etc.Subtotal (Phase
      1):
    $226,600Exploration (Phase 2) 1500 metres of diamond drillingConsulting
      geologist
    $52,000
    Consulting geologist at $650/dayGeo-technicians
    $16,250
    Geo-technician at $325/dayRoom and board
    $12,500
    $125/day per geo & techTruck and Fuel
    $6,250
    Truck
      at $75/day +fuelLogging Shack
      w/saw
    $2,500
    $1500/monthHeavy equipment
      rental
    $10,000
    Building drill pads and access roadsAssays
    $18,375
    Assaying at $35/sampleDiamond Drilling
    $165,000
    Diamond drilling at $110/metre10% contingency
      for miscellaneous items
    $28,288
    Field
      supplies etc.Subtotal (Phase
      2):
    $311,163Total CAD$
      (Both Phases)
    $537,763


Although our previous work on the Property has identified some
gold mineralization, there is no assurance that a commercially viable mineral
deposit exists on our mineral claims. Further exploration is required before a
final evaluation of the economic feasibility can be determined. This will
require significant additional financing and considerable time and effort before
our mineral claims can be further explored and, if warranted, developed into a
commercial enterprise.

The Company continues to monitor claims in the Dotted
Lake-Lampson Lake area and plans to make additional acquisitions in this and
other areas when and if market conditions improve and the claims are considered
to be strategic or otherwise beneficial to the Company.

| | 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 they
may make it very difficult to realize an adequate return on investment.

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. When required, we retain geological, financial and other consultants
on a contract basis in order to keep overhead expenses to a minimum.

We are party to an amended agreement dated August 1, 2008 with
Mr. Darcy Krell, our Secretary and General Manager, who is engaged to perform
certain management and administrative functions on our behalf for a fee of
$7,500 per month, including $5,000 for management fees and $2,500 for office
rent. Mr. Krell is the husband of our President and CEO, Ms. Linda Smith.

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 company
obligations and the collection of all receivables, if any; establish and
maintain suitable banking relationships; ensure the maintenance of proper
accounting records and compliance with all statutory reporting requirements; and
administer corporate inquiries and correspondence as required.

| | 4.5 | Environmental Regulations
| | --- | -------------------------

We are 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-Lampson 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
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:

|i)   | Water discharge will have to meet water
  standards;                                                                          
|---- | ------------------------------------------------------------------------------------------------------------------------------
|ii)  | Dust generation will have to be minimal or otherwise
      re-mediated;                                                       
|iii) | Dumping of material on the surface will have to be
      re-contoured and re-vegetated;                                       
|iv)  | An assessment of all material to be left on the surface
      will need to be environmentally benign;                         
|v)   | Ground water will have to be monitored for any potential
      contaminants;                                                  
|vi)  | The socio-economic impact of the project will have to be
      evaluated and if deemed negative, will have be re-mediated; and
|vii) | There will have to be an impact report of the work on the
      local fauna and flora.                                        

We now have a permit from the Ministry of Northern Development
and Mines to proceed with Phase 1 of the exploration program when were ready
since it 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 should we
decide to proceed. 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 performance 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 4A. | Unresolved Staff Comments
|-------- | -------------------------

None.

|ITEM 5. | Operating and Financial Review                
|------- | ----------------------------------------------
|        | (stated in Canadian $ in accordance with IFRS)

| | 5.1 | Operating Results
| | --- | -----------------

The following table summarizes information from our audited
financial statements presented in accordance with IFRS as at and for the years
ended January 31:

2015
    2014
    2013FINANCIAL POSITIONTotal Assets
    $
      286,149
    $
      397,066
    $
      584,877Total Liabilities
    $
      187,469
    $
      111,838
    $
      90,025Deficit
    ($3,908,267)
    ($3,721,719)
    ($3,512,095)OPERATIONSTotal Revenues
    Nil
    Nil
    NilNet Loss
    $
      186,548
    $ (209,624)
    $ (239,258)Loss per share 
      basic and diluted
    $
      0.01
    $ (0.01)
    $
      (0.01)


The following table summarizes the results of operations
presented in accordance with IFRS for the years ended January 31 and should be
read in conjunction with the audited financial statements contained herein:

|                                                              | 2015        | 2014        | 2013       
|------------------------------------------------------------- | ----------- | ----------- | -----------
|Revenue                                                       | $ Nil       | $ Nil       | $ Nil      
|Expenses                                                      |             |             |            
|Amortization and accretion                                    | $ 380       | $ 543       | $ 776      
|Consulting fees                                               | 1,600       | 5,800       | 5,670      
|Interest expense - net                                        | 737         | 408         | 391        
|Listing application expenses                                  | -           | 402         | 62,601     
|Management services                                           | 60,000      | 60,000      | 60,000     
|Office admin. and travel                                      | 52,909      | 74,286      | 44,115     
|Professional fees                                             | 20,731      | 44,368      | 47,705     
|Transfer agent and filing fees                                | 18,691      | 23,817      | 18,000     
|                                                              |             |             |            
|Loss before other item                                        | $ (155,048) | $ (209,624) | $ (239,258)
|Other item                                                    |             |             |            
|Impairment of exploration and evaluation
      
       assets | (31,500)    | -           | -          
|                                                              |             |             |            

---

|                                              | 2015        | 2014          | 2013         
|--------------------------------------------- | ----------- | ------------- | -------------
|Net loss                                      | $ (186,548) | $   (209,624) | $   (239,258)
|Loss per share                                |             |               |              
| basic and diluted                           | $   (0.01)  | $   (0.01)    | $   (0.01)   
|Weighted average number of shares outstanding |             |               |              
| basic and diluted                           | 44,633,171  | 44,633,171    | 42,299,073   

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

Net LossThe Company reported a net and
comprehensive loss of $186,548 for year ended January 31, 2015 compared to
$209,624 for last year. This $23,076 decrease in loss resulted from the
following:

|- | $163 minor decrease in amortization due to use
      of declining balance method.                                                                                                           
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|- | $4,200 decrease in consulting fees for business
      planning purposes                                                                                                                     
|- | $329 increase in interest expense                                                                                                                                                           
|- | $402 decrease in Listing Application expenses
      following approval of Listing Application on TSX-V Exchange 2 years ago.                                                                
|- | $21,377 decrease in office administration and
      travel expenses primarily due to much lower level of business activity.                                                                 
|- | $23,637 decrease in professional fees (legal,
      audit and accounting) due to much lower level of business activity and an
      audit fee over accrual from year ended January 31, 2014.
|- | $5,126 decrease in transfer agent and filing
      fees due to much lower level of business activity.                                                                                       
|- | $31,500 one-time impairment of exploration and
      evaluation assets described in Item 1.2 above.                                                                                         

| | 5.2 | Liquidity
| | --- | ---------

The following table summarizes the working capital (deficiency)
as at January 31 and should be read in conjunction with the audited financial
statements contained herein:

|Working Capital
      (Deficiency) | 2015        | 2014       | 2013     
|---------------------------------- | ----------- | ---------- | ---------
|Current assets                     | $ 1,020     | $ 97,891   | $ 307,592
|Current liabilities                | (187,469)   | (111,838)  | (90,025) 
|                                   |             |            |          
|Working capital (deficiency)       | $ (186,449) | $ (13,947) | $ 217,567

During the year ended January 31, 2015, the working capital
deficiency increased to $186,449 from $13,947 as at January 31, 2015. This
$172,502 increase resulted primarily from the $155,048 loss for the current year
before the non-cash impairment of exploration and evaluation assets.

The current assets at January 31, 2015 consisted of a nominal
cash position of $271 (January 31, 2014 - $96,466) and GST receivable $749
(January 31, 2014 - $1,425). The current liabilities at January 31, 2015
consisted of $66,984 of trade payables, accrued liabilities & loan payable
(January 31, 2014 - $65,283) and $120,485 of related party payables (January 31,
2014 - $46,555).

The following table summarizes comparative cash flows for the
years ended January 31:

|Cash Flows                            | 2015        | 2014        | 2013       
|------------------------------------- | ----------- | ----------- | -----------
|Net cash used in operating activities | ($ 152,291) | ($ 218,035) | ($ 260,425)
|Net cash used in investing activities | (17,834)    | (22,433)    | (55,695)   
|Net cash from financing activities    | 73,930      | 35,089      | 600,142    
|                                      |             |             |            
|Increase (decrease) in cash           | ($ 96,195)  | ($ 205,379) | $ 284,022  
|                                      |             |             |            
|Cash, beginning                       | $ 96,466    | 301,845     | 17,823     
|Cash, end                             | $ 271       | $ 96,466    | $ 301,845  

---

As at January 31, 2015, the Companys cash position was $271
compared to $96,466 as at last year end. The $96,195 decrease in cash during
year ended January 31, 2015 resulted from the following cash flow
activities:

| | (i)   | Net cash used in operating activities of $152,291 in 2015
      and $218,035 in 2014 was due in both years to on-going operating losses
      adjusted for changes in non-cash working capital items, including the
      $31,500 one-time impairment of exploration and evaluation assets in
      2015.                                                      
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                
| | (ii)  | Net cash used in investing activities of $17,834 in 2015
      and $22,433 in 2014 related to expenditures on exploration and evaluation
      assets to keep the Dotted Lake Property in good standing with the Ontario
      Ministry of Northern Development and Mines and continuation of scheduled
      payments under the Lampson Lake option agreement.
| |       |                                                                                                                                                                                                                                                                                                                                                                
| | (iii) | Net cash from financing activities of $73,930 in 2015 and
      $35,089 in 2014 arose from an increase in related party payables used to
      partially fund ongoing operating expenses.                                                                                                                                                                      

| | 5.3 | Capital Resources
| | --- | -----------------

Share Capital

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

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

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

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

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

Stock optionsThe Company has adopted an
incentive stock option plan which provides that the Board of Directors of the
Company may from time to time, in its discretion and in accordance with the
TSX-V requirements, grant to directors, officers, employees and technical
consultants to the Company, non-transferable stock options to purchase common
shares, provided that the number of common shares reserved for issuance in any
twelve month period will not exceed 10% of the Companys issued and outstanding
common shares. Such options will be exercisable for a period of up to 10 years
from the date of grant at a price not less than the closing price of the
Companys shares on the last trading day before the grant of such options less
any discount, if applicable, but in any event not less than $0.10 per share. In
connection with the foregoing, the number of common shares reserved for issuance
to any one optionee insider in any twelve month period will not exceed ten
percent (10%) of the issued and outstanding common shares and the number of
common shares reserved for issuance to any one employee or consultant will not
exceed two percent (2%) of the issued and outstanding common shares. Options may
be exercised no later than 90 days following cessation of the optionees
position with the Company or 30 days following cessation of an optionee
conducting investor relations activities.

---

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

Share purchase warrantsShare purchase
warrants outstanding are as follows:

Years ended January 31,2015
    
    
    
    
    
    2014
    
    
    2013Number of
    
    
    Exercise
    
    
    Number of
    
    
    Exercise
    
    
    Number of
    
    
    Exercisewarrants
    
    
    Price
    
    
    warrants
    
    
    price
    
    
    warrants
    
    
    priceBalance, beginning
    
    -
    
    
    -
    
    
    4,068,000
    
    $
    0.40
    
    
    30,000,000
    
    $
    0.10Warrants issued
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    4,068,000
    
    
    0.40Warrants expired
    
    -
    
    
    -
    
    
    (4,068,000
    )
    
    0.40
    
    
    (30,000,000
    )
    
    0.10Balance, ending
    
    
    
    
    
    
    
    -
    
    $
    -
    
    
    4,068,000
    
    $
    0.40-
    
    
    -


Capital ManagementThe Company's policy is to
maintain a sufficient capital base so as to maintain investor and creditor
confidence, safeguard the Companys ability to support the exploration and
development of its exploration and evaluation assets and to sustain future
development of the business. The capital structure of the Company consists of
share and working capital. There were no changes in the Company's approach to
capital management during the year and the Company is not subject to any
restrictions on its capital.

With no operating revenues to date, we continue to finance our
operations through the issuance of common shares and advances from related
parties. Although there were two private placements completed during year ended
January 31, 2013, there is no assurance that additional financing will be
available when needed in the future nor, if available, on commercially
reasonable terms. If we are unable to obtain additional financing on a timely
basis, either through issuance of more common shares or obtaining additional
advances from related parties, we may not be able to meet our obligations as
they come due which may impact our ability to continue as a going concern in the
future.

To a significant extent, our ability to raise capital is
affected by trends and uncertainties beyond our control. These include general
economic conditions, the market prices for precious metals and results from our
exploration programs. The Companys ability to reach its business objectives may
be significantly impaired if general economic conditions continue to
deteriorate, prices for metals such as gold, silver and molybdenum fall or if
results from planned exploration programs are unsuccessful.

Convertible debt reserveUnder IFRS, the
convertible debt reserve of $53,357 is the equity component of convertible debt
with both liability and equity components. On conversion, the amount recorded is
transferred to share capital.

Under US GAAP, companies allocate convertible debt proceeds to
the embedded conversion feature only if such feature has intrinsic value. Also,
under US GAAP, the convertible debt should be treated solely as a liability
since the embedded conversion feature has no intrinsic value and accordingly
does not meet the requirements of an equity component.

Other than the above, no other securities are outstanding which
are convertible into, or exchangeable for, the Companys shares.

---

| | 5.4 | Off-balance sheet
arrangements
| | --- | ------------------------------

The Company has no off-balance sheet arrangements.

|ITEM 6. | Directors, Senior Officers and Employees
|------- | ----------------------------------------

| | 6.1 | Directors and Senior
Officers
| | --- | -----------------------------

Background information about our directors and senior officers
is shown below as at January 31, 2015:

Name
    Position Held with the
      Company
    Age
    Date First Elected
    or AppointedLinda J. Smith
    President, Chief Executive Officer and
    Director
    65
    October 27, 2000Darcy T. Krell
    Secretary, General Manager and Director
    66
    October 10, 2008J. Ronald McGregor
    Chief Financial Officer and Director
    71
    December 13, 2011Steven J. Chan
    Director
    50
    December 13, 2011James O. Burns
    Director
    83
    December 13, 2011David Mark
    Director
    68
    October 24, 2013


There are no arrangements or undertakings between any of our
directors or executive officers, pursuant to being selected as a director or
senior officer. However, there is a family relationship between two of our
officers in that Ms. Linda Smith and Mr. Darcy Krell are husband and wife. The
following describes the business experience of our directors and senior
officers, including other directorships held in reporting companies:

Linda SmithMs. Linda Smith has acted as our
president, CEO and one of our directors since October 27, 2000 to present. She
spends approximately 10% of her time assisting Mr. Darcy Krell in providing
management services to us for which she receives no compensation.

Ms. Smith 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 June 1999 to April 2003; for Candorado
Operating Company Ltd. from June 2000 to November 2001; and for East-West
Petroleum Corp. (formerly Algorithm Media Inc.) from December 2005 to December
2009. She is currently a director of Golden Secret Ventures Ltd. (formerly
Lakewood Mining Co. Ltd.) from December 2012. All of these companies are British
Columbia and Alberta reporting corporations and involved in mineral property
exploration.

Ms. Smith was also employed as a part-time dental assistant
from May 1995 to October 2002.

Darcy KrellMr. Krell has served the Issuer
in several capacities, including as the Issuers corporate secretary since March
31, 2005 and a director since October 10, 2008. He has served as the general
manager of the Issuer since November 1, 2000. Mr. Krell also served as the
Issuers CFO from October 10, 2008 to January 9, 2012. He has been a private
investor in various public and private companies since 1996. He has extensive
business 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 the business of the Issuer.

Mr. Krell also acted as a director of Big Bar Gold Corporation
from March 2000 to April 2004 and Blue Lightning Ventures Inc. from March 2002
to July 2004. In addition, Mr. Krell acted as a director of Algorithm Media Inc.
from December 2005 to January 2010 and has also been serving as President, CEO
and Director of Golden Secret Ventures Ltd. (formerly Lakewood Mining Co Ltd)
since May 2, 2012. All of these companies are Alberta and British Columbia
reporting companies and involved in mineral property exploration.

---

Ronald McGregorMr. McGregor is a professional
accountant (CPA,CA) and has been contract controller for the Issuer since
December 2006 and was appointed Director on December 13, 2011 and CFO on May 2,
2012; is President of AYL Enterprises Ltd., a private company providing contract
controller services to public companies since September 1996. He has also been
Director and CFO of Golden Secret Ventures Ltd (formerly Lakewood Mining Co Ltd)
since May 2, 2012 and a senior accounting instructor at BCIT since January 1997.
Mr. McGregor spends approximately 20% of his time on the business of the Issuer.

Steven ChanMr. Chan has been the CEO for
Wasco Management Inc. since September 2010. He is a director of several
companies listed on the Exchange including Abitibi Mining Corp.; Amador Gold
Corp.; Expedition Mining Inc.; Kermode Resources Ltd.; Klondike Gold Corp.;
Klondike Silver Corp.; La Ronge Gold Corp.; Golden Secret Mining Ltd. (formerly
Lakewood Mining Co. Ltd.), Sedex Mining Corp.; and Zinccorp Resources Inc. He
was Vice-President of Cambridge House International Inc. from April 2000 to June
2010 and is currently a director of Golden Secret Ventures Ltd. since May 2,
2012. Mr. Chan spends approximately 5% of his time on the business of the
Issuer.

James BurnsMr. Burns is a retired businessman
since 1998 following sale of his Northern Ontario hunting and fishing lodge
which he operated for many years. He is currently a director of Golden Secret
Ventures Ltd. since May 2, 2012. and spends approximately 5% of his time on the
business of the Issuer.

David MarkMr. Mark is a professional
geoscientist (P.Geo.) with membership in the Association of Professional
Engineers and Geoscientists of the Province of British Columbia. He mostly
operates through his company, Geotronics Consulting Inc., which provides
exploration services, mainly geophysics and geochemistry, to mining exploration
companies as well as geotechnical geophysics to geotechnical engineering
consultants, and environmental geophysics to environmental consultants. He is
also currently director of three other issuers, namely Green Valley Mine
Incorporated, Bullion Gold Resources Corp., and Golden Secret Ventures Ltd. He
has also been a director and/or an officer of several other issuers since the
early 1970s. Mr. Mark intends to devote approximately 5% of his time to the
business of the Issuer.

None of the above individuals have entered into non-competition
or non-disclosure agreements with the Company. Except as otherwise disclosed,
none of the above individuals are employees or independent contractors of the
Company.

| | 6.2 | Compensation of Directors and senior
    officers
| | --- | -------------------------------------------------

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

Summary Compensation Table

ANNUAL COMPENSATION
    LONG-TERM COMPENSATIONNAME AND
    
    Salary
    Bonus
    Other
    Awards
    LTIP
    All OtherPRINCIPAL
    **YEAR**
    
    
    Annual
    
    
    payouts
    Compen-POSITION
    **1**
    
    
    **Compen-**
    Restricted
    Securities**sation**
    **Stock**
    **Underlying**
    
    sation**Awards**
    **Options/****SARs**Linda Smith
    2015
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nilas President,CEO and
    2014
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    NilDirector2013
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    NilDarcy Krell,
    2015
    $60,0002
    Nil
    Nil
    Nil
    Nil
    Nil
    $30,0003as Secretary,General
    2014
    $60,0002
    Nil
    Nil
    Nil
    Nil
    Nil
    $30,0003Manager,and Director4
    2013
    $60,0002
    Nil
    Nil
    Nil
    Nil
    Nil
    $30,0003Ronald
    2015
    $8,113
    Nil
    Nil
    Nil
    Nil
    Nil
    NilMcGregoras CFO and
    2014
    $16,170
    Nil
    Nil
    Nil
    Nil
    Nil
    NilDirector 52013
    $16,322
    Nil
    Nil
    Nil
    Nil
    Nil
    NilSteven Chan
    2015
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    $1,6008asDirector 6
    2014
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    $2,80082013
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    $4,5008James Burns
    2015
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    NilasDirector 6
    2014
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil2013
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    NilDavid Mark7
    2015
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    NilasDirector
    2014
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
  Nil


---

|1 | Represents fiscal years from February 1 to January
    31.                                                                                                                             
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2 | Represents management fees.                                                                                                                                                            
|3 | Represents amounts paid for rent of office facilities
      provided to the Company.                                                                                                   
|4 | Resigned as CFO on December 13, 2011.                                                                                                                                                  
|5 | Appointed Director on December 13, 2011 and CFO on May 2,
      2012 and will continue to earn fees on an hourly basis primarily for
      accounting and financial reporting services.
|6 | Appointed Director on December 13, 2011.                                                                                                                                               
|7 | Appointed Director on October 24, 2013.                                                                                                                                                
|8 | Represents consulting fees                                                                                                                                                             

The Issuer has not paid any compensation for director services
per se in the fiscal years ended January 31, 2015, 2014 and 2013. However, the
Issuer paid for certain management and administrative services to Mr. Darcy T.
Krell, prior to him becoming a director of the Issuer in October 2008 in his
capacity as the Issuers Secretary, General Manager and Chief Financial Officer.
The management fees were $2,500 per month from February 1, 2002 to April 30,
2008, when they were increased to $5,000 per month due to more time and effort
required to run the business pursuant to an unwritten agreement which was
formalized by an amended management agreement between the Issuer and Mr. Krell
dated August 1, 2008. Under this agreement, home office rent increased from
$1,500 to $2,500 per month which did not commence until February 1, 2009.

---

| | 6.3 | Board Practices
| | --- | ---------------

Linda Smith was appointed President, CEO and director of the
Issuer on October 27, 2000. Darcy Krell was appointed director on October 10,
2008. Ronald McGregor, Steven Chan and James Burns were appointed directors on
December 13, 2011. David Mark was appointed director on October 24, 2013.

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 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 25, 2014.

We have a three member audit committee of the Board (see Item
16A below) but have not appointed a compensation committee. Full text of the
audit committee charter is attached as an Exhibit.

| | 6.4 | Employees
| | --- | ---------

We do not have any employees other than our directors and
officers. When required, we retain geological, financial and other consultants
on a contract basis in order to keep overhead expenses to a minimum.

| | 6.5 | Share Ownership of Directors and Senior
      Officers
| | --- | ------------------------------------------------------

Our directors and officers own beneficially the following
securities of the Company as of the date of this annual report.

|            |                  |                    | Shares as % of Issued and
|----------- | ---------------- | ------------------ | -------------------------
|            | Number of Shares | Number of Warrants | Outstanding Shares       
|            |                  |                    |                          
|Linda Smith | 600,000          | 0                  | 1.3%                     
|Darcy Krell | 516,000          | 0                  | 1.2%                     
|Steven Chan | 2,700,000        | 0                  | 6.0%                     
|James Burns | 2,000,000        | 0                  | 4.5%                     
|            |                  |                    |                          
|            | 5,816,000        | 0                  | 13.0%                    

The above percentages are based on the 44,633,171 common shares
issued and outstanding in our capital stock as of the date of this annual
report.

We have adopted an incentive stock option plan but to date the
Company has no issued or outstanding stock options.

|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, 44,633,171 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 person
known to us was the beneficial owner of more than 5% of our outstanding common
shares.

Name of Shareholder
    Number of Shares
      Owned
    Percentage of Issued
      and Outstanding SharesSteve Chan
    2,700,000
    6.0%


Each of our issued shares entitles the holder to one vote at
our annual 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.

| | 7.2 | Related Party Payables and
  Transactions
| | --- | -----------------------------------------

Related party payables included in the Statement of Financial
Position as at January 31 are as follows:

|                                                                                     |   | 2015    |  |   | 2014   |  |   | 2013   | 
|------------------------------------------------------------------------------------ | - | ------- |  | - | ------ |  | - | ------ | 
|Payable to Company directors and companies
              controlled by its directors | $ | 120,485 |  | $ | 46,555 |  | $ | 11,466 | 

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

The following transactions with company directors and companies
controlled by its directors in the Statement of Comprehensive Loss for the years
ended January 31 are as follows:

|                            |   | 2015   |  |   | 2014    |  |   | 2013    | 
|--------------------------- | - | ------ |  | - | ------- |  | - | ------- | 
|Consulting services         | $ | 1,600  |  | $ | 2,800   |  | $ | 4,500   | 
|Management services         |   | 60,000 |  |   | 60,000  |  |   | 60,000  | 
|Office rent                 |   | 30,000 |  |   | 30,000  |  |   | 30,000  | 
|Professional
      services |   | 8,113  |  |   | 16,170  |  |   | 16,322  | 
|                            | $ | 99,713 |  | $ | 108,970 |  | $ | 110,822 | 

Key management personnel compensation for the years ended
January 31:

|                      |   | 2015   |  |   | 2014   |  |   | 2013   | 
|--------------------- | - | ------ |  | - | ------ |  | - | ------ | 
|Management services   | $ | 60,000 |  | $ | 60,000 |  | $ | 60,000 | 
|Professional services |   | 8,113  |  |   | 16,170 |  |   | 16,322 | 
|                      | $ | 68,113 |  | $ | 76,170 |  | $ | 76,322 | 

---

| | 7.3 | Interests of Experts and
Counsel
| | --- | --------------------------------

Our experts and legal counsel have no direct nor indirect
interest in our properties and no shareholders are employed on a contingent
basis.

|ITEM 8. | Financial Information
|------- | ---------------------

The audited financial statements for the year ended January 31,
2015 are attached hereto as an exhibit and 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 | Subsequent Events
| | --- | -----------------

As mentioned in Item 4.2 above, the Company paid $7,000
subsequent to the year end in order to complete its claims reconfiguration plan
of The Property and thereby keep its new claims in good standing until January,
March and May 2017.

|ITEM 9. | The Offer and Listing Details
|------- | -----------------------------

We have been a reporting issuer in British Columbia and Alberta
since April 3, 1989 and became a foreign private issuer in the United States
pursuant to filings with the US Securities and Exchange Commission on or about
November 15, 2003. 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. With the name change from Gemstar
Resources Ltd. to Rouge Resources Ltd., the trading symbol was changed to ROUGF
effective March 25, 2008. Our shares are now quoted on the OTCQB operated by OTC
Markets Group, Inc. in the United States and since August 31, 2012 have also
been listed for trading on the TSX-Venture Exchange under the symbol ROU.

The following table sets forth the high and low prices of our
common shares in Canadian funds on a quarterly basis since trading began on the
OTCBB:

Quarters ended
    High
    LowFebruary 14 to April 30, 2007
    No tradingJuly 31, 2007
    No tradingOctober 30, 2007
    $0.50
    $0.20January 31, 2008
    $0.70
    $0.10April 30, 2008
    $1.00
    $0.12July 31, 2008
    $0.13
    $0.10October 31, 2008
    $0.10
    $0.05January 31, 2009
    $0.07
    $0.06April 30, 2009
    $0.06
    $0.01July 31, 2009
    No tradingOctober 31, 2009
    No tradingJanuary 31, 2010
    No tradingApril 30, 2010
No trading


---

July 31, 2010
    $0.30
    $0.30Oct 31, 2010
    $0.35
    $0.35January 31, 2011
    $0.35
    $0.35April 30, 2011
    $0.36
    $0.35July 31, 2011
    $0.35
    $0.35October 31, 2011
    $0.35
    $0.35January 31, 2012
    No tradingApril 30, 2012
    $0.50
    $0.35July 31, 2012
    $0.50
    $0.50October 31, 2012
    $0.50
    $0.41January 31, 2013
    $0.50
    $0.50April 30, 2013
    $0.25
    $0.25July 31, 2013
    $0.15
    $0.15October 31, 2013
    $0.04
    $0.04January 31, 2014
    No tradingApril 30, 2014
    $0.03
    $0.03July 31, 2014
    $0.03
    $0.03October 31, 2014
    $0.05
    $0.05January 31, 2015
    $0.03
    $0.03April 30, 2015
    $0.03
    $0.03


In prior years, 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. effective March 25,
2008. 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. At that time, the Canadian Venture Exchange (now called the TSX
Venture Exchange) required that listed companies have a minimum of $50,000 in
unallocated working capital. Since we did not meet this requirement, trading in
our shares was suspended.

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 Evaluation 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.

Following conditional approval of the Companys Listing
Application by the TSX Venture Exchange on April 25, 2012 and completion of a
required private placement financing, the companys shares commenced trading
again on August 30, 2012 under the symbol ROU.

The following table sets forth the high and low closing prices
in Canadian funds of our common shares during the time they traded originally
through the facilities of the Canadian Venture Exchange, and its predecessor,
the Vancouver Stock Exchange, and again following restart of trading on August
28, 2012:

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
    $0.60August 28,
      2012 to January 31, 2013
    $0.40
    $0.30February 1, 2013
      to January 31, 2014
    $0.35
    $0.02February 1, 2014
      to January 31, 2015
    $0.05
    $0.03


---

|ITEM 10. | Additional Information
|-------- | ----------------------

| | 10.1 | Share Capital
| | ---- | -------------

Refer to item 5.3 above

| | 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 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.

---

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 following material contracts are currently outstanding:

|i)  | the Debt Deferral Agreement dated February 6, 2012
      between the Issuer and Gregory S. Yanke Law Corp. regarding the deferral
      of $39,676 of Issuer debt to July 31, 2013 or later is unsecured,
      non-interest bearing. To date, there has been no demand for
    repayment.                                                                                                                                                                                                                                                                                                          
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|ii) | the amended management agreement with Mr. Darcy Krell
      dated August 1, 2008 . The management fees were $2,500 per month from
      February 1, 2002 to April 30, 2008, when they were increased to $5,000 per
      month due to more time and effort required to run the business pursuant to
      an unwritten agreement which was formalized by an amended management
      agreement between the Issuer and Mr. Krell dated August 1, 2008. Under
      this agreement, home office rent increased from $1,500 to $2,500 per month
      but this did not commence until February 1,
2009.

| | 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.

---

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").

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.

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.

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.

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 lawyer, Doug Eacrett, Barrister & Solicitor, Suite
203 - 409 Granville St, Vancouver BC, Canada V6C 1T2, as expert in Canadian
commercial law.

(ii) our consulting geologists, Ms Caitlin Jeffs and Mr Michael
Thompson,C/o Fladgate Exploration Consulting Corp., 195 Park Avenue,
Thunder Bay ON, Canada, P7B 1B9, and Mr. Andre M Pouwels, P. Geo., 4900 Mariposa
Court, Richmond BC, Canada V7C 2J9, as expert in mineral exploration geology of
precious and base metals.

(iii) our 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, auditing and Canadian
income tax.

| | 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/edgar) 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 private issuer.

| | 10.9 | Subsidiary Information
| | ---- | ----------------------

Not applicable

|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 risk, liquidity risk, foreign exchange risk, interest
rate risk and commodity price risk.

We are engaged in the mineral exploration business and manage
related industry risk directly. We are potentially at risk for environmental
reclamation and fluctuations in 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. At present, the Company is not required to provide
for restoration and environmental obligations. Accordingly, no provision has
been made. However, there is no certainty that all environmental risks and
contingencies have been addressed.

---

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

Credit riskCredit risk is the risk that one
party to a financial instrument will fail to discharge an obligation and cause
the other party to incur a financial loss. The Companys primary exposure to
credit risk is on its cash held in bank accounts and its credit card deposit.
The majority of cash is deposited in bank accounts held with one major bank in
Canada so there is a concentration of credit risk. This risk is managed by using
a major bank that is a high credit quality financial institution as determined
by rating agencies.

Liquidity riskLiquidity risk is the risk
that the Company will not be able to meet its financial obligations as they fall
due. The Company has a planning and budgeting process in place to help determine
the funds required to support the Companys normal operating requirements on an
ongoing basis. The Company attempts to ensure there is sufficient access to
funds to meet on-going business requirements, taking into account its current
cash position and potential funding sources.

Historically, the Company's source of funding has been either
the issuance of equity securities for cash through private placements or loans
from directors and officers. The Companys access to financing is always
uncertain and there can be no assurance of continued access to significant
funding from these sources.

Foreign exchange riskForeign currency risk is
the risk that the fair values of future cash flows of a financial instrument
will fluctuate because they are denominated in currencies that differ from the
Companys functional currency. The Company only operates in Canada and is
therefore not exposed to foreign exchange risk arising from transactions
denominated in a foreign currency.

Interest rate riskInterest rate risk is the
risk that the fair value of future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. The Companys exposure to
interest rate risk relates to its ability to earn interest income on cash
balances at variable rates. Changes in short term interest rates will not have a
significant effect on the fair value of the Companys cash account.

Commodity Price RiskThe Companys ability to
raise capital to fund exploration or development activities is subject to risks
associated with fluctuations in the market price of precious metals. The Company
closely monitors commodity prices to determine the most appropriate course of
action.

|ITEM 12. | Descriptions of Securities Other than Equity
      Securities
|-------- | -------------------------------------------------------------

| | 12.1 | Stock Options
| | ---- | -------------

Refer to Item 5.3 above.

| | 12.2 | Stock Purchase Warrants
| | ---- | -----------------------

Refer to Item 5.3 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
|-------- | -----------------------

| | 15.1 | Disclosure Controls and
  Procedures
| | ---- | ------------------------------------

Under the supervision and with the participation of our
management, including our principal executive officer and principal financial
officer, we are responsible for conducting an evaluation of the effectiveness of
the design and operation of our internal controls and procedures, as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of
the end of the fiscal year covered by this report. Disclosure controls and
procedures means that the material information required to be included in our
Securities and Exchange Commission (SEC) reports is recorded, processed,
summarized and reported within the time periods specified in SEC rules and forms
relating to our company, including any consolidating subsidiaries, and was made
known to us by others within those entities, particularly during the period when
this report was being prepared. Based on this evaluation, our principal
executive officer and principal financial officer concluded as of the evaluation
date that our disclosure controls and procedures were effective as of January
31, 2015.

| | 15.2 | Managements Annual Report on Internal Control over
      Financial Reporting
| | ---- | -----------------------------------------------------------------------------

As of January 31, 2015, management assessed the effectiveness
of our internal control over financial reporting. The Company's management is
responsible for establishing and maintaining adequate internal control over
quarterly and annual financial reporting for the Company. Internal control over
financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under
the Securities Exchange Act of 1934, as amended, as a process designed by, or
under the supervision of, the Companys Chief Executive Officer and Chief
Financial Officer and effected by the Companys Board of Directors, management
and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with IFRS and includes those policies and procedures
that:

i)                  Pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect our transactions and dispositions of our
assets;

ii)                 Provide reasonable assurance that our transactions are
recorded as necessary to permit preparation of our financial statements in
accordance with IFRS, and that receipts and expenditures are being made only in
accordance with authorizations of our management and directors; and

iii)                Provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of our assets
that could have a material effect on the financial statements.

In evaluating the effectiveness of our internal control over
financial reporting, our management used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control Integrated Framework. Based on that evaluation, completed by Linda
Smith, our President and Chief Executive Officer, and Ronald McGregor, our Chief
Financial Officer, management concluded that, during the period covered by this
report, such internal controls over financial reporting were operating
effectively notwithstanding the inherent weakness of a small company having a
very small staff. This lack of segregation of duties is overcome by heavy
reliance on senior management and directors during the review and approval
process of our quarterly and annual financial reporting.

---

| | 15.3 | Auditors Attestation
Report
| | ---- | ----------------------------

The Company is not required to provide an auditors attestation
report on its internal control over financial reporting for the fiscal year
ended January 31, 2015. In this annual report , the Companys independent
registered auditor, Dale Matheson Carr-Hilton Labonte LLP, Chartered
Accountants, has not given an opinion on the effectiveness of the Companys
internal control over financial reporting for the fiscal year ended January 31,
2015, and has not issued an attestation report on the Companys internal control
over financial reporting.

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.

| | 15.4 | Changes in Internal Control over Financial
      Reporting
| | ---- | ----------------------------------------------------------

There were no changes in the Companys internal control over
financial reporting that occurred during the fiscal year ended January 31, 2015
that have materially affected, or that are reasonably likely to materially
affect, the Companys internal control over financial reporting.

|ITEM 16 | (Reserved)
|------- | ----------

|ITEM 16A. | Audit Committee Financial Expert
|--------- | --------------------------------

Audit Committee of the BoardOur audit committee is
comprised of Linda Smith, Steven Chan and James Burns. They undertake reviews of
our companys financial statements and determine the adequacy of internal
controls and other financial reporting matters. Messrs. Chan and Burns are
independent as the term is used in Rule 10A-3 of the Securities Exchange Act
of 1934, as amended. Ms. Smith is the President and CEO of the Company and
therefore is not an independent member of the audit committee

Audit Committee Financial ExpertOur audit committee
does not have a member that qualifies as an audit committee financial expert
as defined in Item 401(e) of Regulation S-B. The members of our audit committee
have primarily gained their financial education and experience through their
participation in the management of other private and publicly traded companies.
Linda J. Smith, Steven J. Chan and James O. Burns consider themselves
financially literate, meaning that they have the ability to read and
understand a set of financial statements that present a breadth and level of
complexity of accounting issues that are generally comparable to the breadth and
complexity of the issues that can be reasonably expected to be raised by the
Issuers financial statements. Ms. Smith has been a director and officer of the
Issuer since October 2000 and strengthens the continuity of the committee with
her knowledge of the Issuers financial and business history. Mr. Chan has and
continues to be active in the junior exploration and mining industry and has
gained much experience through his involvement as a director of a number of
public companies including, in some instances, as a member of audit committees.
Mr. Burns is a retired businessman and brings to the committee experience from
the private sector, including through his ownership and management of a fishing
and hunting lodge in Northern Ontario.

|ITEM 16B. | Code of Ethics
|--------- | --------------

The Company has not adopted a code of ethics that applies to
its principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions
because the Board had found that the fiduciary duties placed on individual
directors by the Companys governing corporate legislation, the common law, and
the restrictions placed by applicable corporate legislation on an individual
directors participation in decisions of the Board in which the director has an
interest have been sufficient to ensure that the Board operates independently of
management and in the best interests of the Company and its shareholders.

---

|ITEM 16C. | Principal Accountant Fees and Services
|--------- | --------------------------------------

During the years ended January 31, 2015 and 2014, we accrued
fees of $10,000 and paid fees of $10,000 respectively to our 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, and
preparation of our corporate income tax returns.

During fiscal years ended January 31, 2015 and 2014, 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)                  other non-assurance services including, but not limited
to, 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
|--------- | --------------------------------------------------

Not Applicable

|ITEM 16G. | Corporate Governance
|--------- | --------------------

Not applicable.

|ITEM 16H | Mine Safety Disclosure
|-------- | ----------------------

Not applicable

---

PART III

|ITEM 17 | Financial Statements
|------- | --------------------

This Item is for presentation of financial statements with
fiscal years ended on or before December 15, 2011; whereas, Item 18 is for
presentation of financial statements with fiscal years ended on or after
December 15, 2011. Accordingly, our financial statements are presented under
Item 18.

|ITEM 18. | Financial Statements
|-------- | --------------------

Our financial statements for the years ended January 31, 2015,
2014 and 2013 were audited by Dale Matheson Carr-Hilton Labonte, Chartered
Accountants without reservation, as follows:

| | Audit report dated May 28, 2015                                                            
| | -------------------------------------------------------------------------------------------
| | Statements of financial position as at January
      31, 2015, 2014 and 2013               
| | Statements for the years ended January 31,
      2015, 2014 and 2013                       
| | Comprehensive Loss                                                                         
| | Changes in Equity                                                                          
| | Cash
      Flows                                                                           
| | Notes to the financial statements for the years
      ended January 31, 2015, 2014 and 2013

Our financial statements are expressed in Canadian dollars and
prepared in accordance with IFRS.

|ITEM 19. | Exhibits | 
|-------- | -------- | 

The unmarked exhibits below are attached to
      this report.

|Exhibit 1:    | Audited financial Statements
      for years ended January 31, 2015, 2014 and 2013 (with audit report dated
      May 28, 2015)                              
|------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 2:    | Certificate of Incorporation (March 31, 2008)*                                                                                                               
|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 25, 2008)**                                                                                                         
|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
|Exhibit 14:   | Audit Committee Charter                                                                                                                                      

* Previously filed with Form 20-F on September 16, 2003 **
Previously filed with Form 20-F on June 10, 2009

SIGNATURE

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

|                    | ROUGE RESOURCES LTD.            
|------------------- | --------------------------------
|Dated: May 28, 2015 | By:
      /s/ J. Ronald McGregor
|                    |                                 
|                    | J. Ronald McGregor (CPA, CA)    
|                    | Chief Financial Officer         

---