UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 20-F/A

Amendment No. 1



|£  | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|-- | ----------------------------------------------------------------------------------------------
|   |                                                                                               
|OR
|S  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934          
|   | For the fiscal year ended December 31, 2012                                                   
|   |                                                                                               
|OR
|£  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934      
|   | For the transition period from ___________ to __________                                      
|   |                                                                                               
|OR
|   |                                                                                               
|£  | 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: ______                                     



Commission File Number: 000-51337



RUSH EXPLORATION INC.



(Exact name of Registrant as specified in its
charter)



Alberta, Canada

(Jurisdiction of incorporation or organization)



11215 Jasper Avenue, Suite 505, Edmonton,
Alberta, Canada T5K 0L5

(Address of principal executive offices)



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



None



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



Common Stock, Fully Paid and Non-Assessable
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



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: The registrant
has one class of Common Stock with 86,266,152 shares outstanding as of December 31, 2012 and April 23, 2013. No preferred shares
issued and outstanding.



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



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 £    No S



Note – Checking the box above will not
relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their
obligations under those Sections.











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 ninety days. Yes S    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 S   No
£



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.



|Large accelerated filer£ | Accelerated filer £ | Non-accelerated filer S
|------------------------ | ------------------- | -----------------------



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



|U.S. GAAPS | International Financial ReportingStandards as issued by theInternational Accounting StandardsBoard £ | Other £
|---------- | ---------------------------------------------------------------------------------------------------- | -------



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 ☐  No ☒







EXPLANATORY NOTE





The purpose of this Amendment No. 1 to the
Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2012, filed with the Securities and Exchange Commission
on April 25, 2013 (the "Form 20-F") is to amend the Business and Properties sections, as well as to include Exhibit 4.1
which was inadvertently omitted. Updated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 have been included
as Exhibits 12.1 and 13.1.



No other changes have been made to the Form
20-F.



This Amendment No. 1 to the Form 20-F continues
to speak as of the original filing date of the Form 20-F and does not reflect events that may have occurred subsequent to the original
filing date.















RUSH EXPLORATION
INC.



FORM 20-F ANNUAL REPORT 2012



TABLE OF CONTENTS





|Mining Glossary | 1                                                                           
|--------------- | ----------------------------------------------------------------------------
|               
|Introduction    | 2                                                                           
|Part I         
|                |                                                                             
|Item 1.         | Identity of Directors, Senior Management and Advisors                       
|Item 2.         | Offer Statistics and Expected Timetable                                     
|Item 3.         | Key Information                                                             
|Item 4.         | Information on the Company                                                  
|Item 4A.        | Unresolved Staff Comments                                                   
|Item 5.         | Operating and Financial Review and Prospects                                
|Item 6.         | Directors, Senior Management and Employees                                  
|Item 7.         | Major Shareholders and Related Party Transactions                           
|Item 8.         | Financial Information                                                       
|Item 9.         | The Offer and Listing                                                       
|Item 10.        | Additional Information                                                      
|Item 11.        | Quantitative and Qualitative Disclosures About Market Risk                  
|Item 12.        | Description of Other Securities Other Than Equity Securities                
|                |                                                                             
|Part II        
|                |                                                                             
|Item 13.        | Defaults, Dividend Arrearages and Delinquencies                             
|Item 14.        | Material Modifications to the Rights of Security Holders and Use of Proceeds
|Item 15.        | Controls and Procedures                                                     
|Item 16.        | Reserved                                                                    
|A               | Audit Committee Financial Expert                                            
|B               | Code of Ethics                                                              
|C               | Principal Accountant Fees and Services                                      
|D               | Exemptions from the Listing Standards for Audit Committees                  
|E               | Purchases of Equity Securities by the Issuer and Affiliated Purchasers      
|F               | Change In Registrants Certifying Accountant                                 
|G               | Corporate Governance                                                        
|                |                                                                             
|Part III       
|                |                                                                             
|Item 17.        | Financial Statements                                                        
|Item 18.        | Financial Statements                                                        
|Item 19.        | Exhibits                                                                    
|                |                                                                             
|Signature Page  | 37                                                                          
|                |                                                                             
|Certifications  |                                                                             











Mining Glossary



|Au:                                 | Gold                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Breccia:                            | Rock composed of sharp-angled fragments embedded in a fine-grained matrix.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Deposit:                            | A mineralized body which has been physically delineated by sufficient drilling, trenching, and/or underground work, and found to contain a sufficient average grade of metal or metals to warrant further exploration and/or development expenditures. Such a deposit does not qualify as a commercially mineable ore body or as containing reserves of ore, unless final legal, technical, and economic factors are resolved.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Hectare:                            | A unit of area in the metric system equal to 100 acres, or 10,000 square meters, and the equivalent of 2.471 acres in British Imperial and U.S. Customary measure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Mineralized material:               | Tonnage and grade estimate for non-reserve materials where sampling and geologic understanding is sufficient for classification as reserves but that may not pass the economic test.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Ore:                                | A natural aggregate of one or more minerals which, at a specified time and place, may be mined and sold at a profit or from which some part may be profitably separated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Patented or Unpatented Mining Claim | In this Annual Report, there are references to “patented” mining claims and “unpatented” mining claims. A patented mining claim is one for which the United States government has passed its title to the claimant, giving that person title to the land as well as the minerals and other resources above and below the surface. The patented claim is then treated like any other private land and is subject to local property taxes. An unpatented mining claim on United States government lands establishes a claim to the locatable minerals (also referred to as stakeable minerals) on the land and the right of possession solely for mining purposes. No title to the land passes to the claimant. If a proven economic mineral deposit is developed, provisions of federal mining laws permit owners of unpatented mining claims to patent (to obtain title to) the claim. If one purchases an unpatented mining claim that is later declared invalid by the United States government, one could be evicted.
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Quartz:                             | A common mineral, silicon dioxide, occurring in crystals and grains.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Stratigraphy:                       | The arrangement of rock strata, especially as to geographic position and chronological order of sequence.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



1







In this Annual Report, the “Company”,
“Rush Exploration Inc.”, “Rush”, "we", "our", and "us", refer to Rush Exploration
Inc. (unless the context otherwise requires). Summary discussions of documents referred to in this Annual Report may not be complete,
and we refer you to the actual documents for more complete information. Our principal corporate offices are located at Suite 505,
11215 Jasper Avenue, Edmonton, Alberta T5K 0L5.





FORWARD-LOOKING STATEMENTS



Certain of the information contained in this
Form 20-F Annual Report constitutes “forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements
of historical facts included or incorporated by reference in this Form 20-F Annual Report, including, without limitation, current
expectations and projections about future events and financial trends affecting our business are forward-looking statements.  In
addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,”
"should," “will,” “expect,” “intend,” “project,” “estimate,”
“anticipate,” “believe,” or “continue” or the negative thereof or variations thereon or similar
terminology.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of our company to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements.  Such factors include those discussed in the
section entitled "Risk Factors".



Although we believe that the expectations reflected
in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be accurate as
actual results and future events could differ materially from those anticipated in such statements.  Accordingly, prospective
investors should not place undue reliance on forward-looking statements.  The forward-looking statements in this Form
20-F Annual Report speak only as to the date hereof.  We do not undertake any obligation to release publicly any revisions
to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated
events.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot
guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements
to actual results.





PART I



ITEM 1. Identity of
Directors, Senior Management and Advisors



--- Not applicable ---



ITEM 2. Offer Statistics
and Expected Timetable.



--- Not applicable ---



ITEM 3. KEY INFORMATION.



3.A Selected Financial Data



Set forth in the following table is selected
financial data with respect to our financial condition and results of operation for the fiscal years ended December 31, 2012, 2011,
2010, 2009 and 2008 and was derived from the audited financial statements of the Company and prepared in accordance with United
States Generally Accepted Accounting Principles (US GAAP).



The financial statements and summaries of financial
information contained in this annual report are reported in Canadian dollars unless otherwise stated. All such financial statements
have been prepared in accordance with United States generally accepted accounting principles.



The financial statements of our Company have
been audited by Peterson Sullivan LLP, a registered public accounting firm, as indicated in their audit reports, included elsewhere
in this Annual Report.



The selected financial data should be read
in conjunction with the financial statements and other financial information included elsewhere in the Annual Report.



2







Table No. 1

Selected Financial Data

(CDN$)





|                                                 |  | Year
        Ended
        12/31/12 |            | Year
        Ended
        12/31/11 |  | Year
        Ended
        12/31/10 |           | Year
        Ended
        12/31/09 |  | Year
        Ended
        12/31/08
|------------------------------------------------ |  | ----------------------------------- | ---------- | ----------------------------------- |  | ----------------------------------- | --------- | ----------------------------------- |  | -----------------------------------
|                                                 |  |                                     |            |                                     |  |                                     |           |                                     |  |                                    
|Revenue                                          |  |                                     | $Nil       |                                     |  |                                     | $Nil      |                                     |  |                                    
|Expenses                                         |  | $                                   | (76,271    | )                                   |  | $                                   | (41,541   | )                                   |  | $                                  
|Income (Loss) from operations                    |  | $                                   | (76,271    | )                                   |  | $                                   | (41,541   | )                                   |  | $                                  
|Net Income/(Loss)                                |  | $                                   | (76,223    | )                                   |  | $                                   | (41,831   | )                                   |  | $                                  
|Basic (Loss) Income Per Share                    |  | $                                   | (0.00      | )                                   |  | $                                   | (0.16     | )                                   |  | $                                  
|Dividends Per Share                              |  |                                     | $Nil       |                                     |  |                                     | $Nil      |                                     |  |                                    
|Weighted Avg. Shares                             |  |                                     | 46,249,759 |                                     |  |                                     | 266,152   |                                     |  |                                    
|Period-end Shares                                |  |                                     | 86,266,152 |                                     |  |                                     | 266,139   |                                     |  |                                    
|                                                 |  |                                     |            |                                     |  |                                     |           |                                     |  |                                    
|Working Capital (deficiency)                     |  | $                                   | (30,468    | )                                   |  | $                                   | (41,234   | )                                   |  | $                                  
|Long-Term Debt                                   |  |                                     | $Nil       |                                     |  |                                     | $Nil      |                                     |  |                                    
|Accumulated deficit during the exploration stage |  | $                                   | 1,119,809  |                                     |  | $                                   | 1,043,586 |                                     |  | $                                  
|Shareholders’ Equity (Capital Deficit)           |  | $                                   | (30,468    | )                                   |  | $                                   | (41,234   | )                                   |  | $                                  
|Total Assets                                     |  | $                                   | 10,992     |                                     |  | $                                   | 9,228     |                                     |  | $                                  





3.A.3. Exchange Rates



In this Annual Report, unless otherwise specified,
all dollar amounts are expressed in Canadian (CDN$).  The Government of Canada permits a floating exchange rate to determine
the value of the Canadian Dollar against the U.S. Dollar (US$), therefore, this annual report may contain conversions of certain
amounts in United States dollars into the Company’s functional currency, Canadian dollars, based upon the exchange rate in
effect at the end of the month or of the fiscal year to which the amount relates, or the exchange rate on the date specified. For
such purposes, the exchange rate means the historical exchange rates as reported by www.OANDA.com, which compiles rates based on
tens of thousands of different price points, collected every few seconds, 24 hours a day, 365 days a year from live data suppliers
(for instance Bank of Canada) and uses them to compute interbank market rates. These translations should not be construed as representations
that the Canadian dollar amounts actually represent such United States dollar amounts or that Canadian dollars could be converted
into United States dollars at the rate indicated or at any other rate.



The following table sets forth the exchange
rates for the Canadian Dollar at the end of each of the three fiscal years ended December 31, 2012, 2011, and 2010, and the average
rates for the period and the range of high and low rates for the period.  The data for April, 2013 and for each
month during the most recent six months is also provided.



U.S. Dollar/Canadian Dollar





|Period                              | Average | High | Low  | Close
|----------------------------------- | ------- | ---- | ---- | -----
|April 2013                          | 1.02    | 1.02 | 1.01 | 1.02 
|March 2013                          | 1.03    | 1.03 | 1.02 | 1.02 
|February 2013                       | 1.01    | 1.03 | 1.00 | 1.03 
|January 2013                        | 1.01    | 1.02 | 0.99 | 1.00 
|December 2012                       | 0.99    | 1.00 | 0.98 | 1.00 
|November 2012                       | 1.00    | 1.00 | 0.99 | 0.99 
|                                    |         |      |      |      
|Fiscal Year Ended December 31, 2012 | 1.00    | 1.03 | .096 | 1.00 
|Fiscal Year Ended December 31, 2011 | 1.08    | 0.92 | 1.18 | 1.04 
|Fiscal Year Ended December 31, 2010 | 1.01    | 1.00 | 0.99 | 0.99 



3.B. Capitalization and Indebtedness



--- Not applicable ---



3







3.C. Reasons for the Offer and Use of Proceeds



--- Not applicable ---



3.D. Risk Factors



This investment has a high degree of risk.
Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus.
If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value
of our stock could go down. This means you could lose all or a part of an investment.



RISKS RELATING TO OUR COMPANY



1.	Our auditors’ opinion on our
December 31, 2012 financial statements includes an explanatory paragraph in respect of there being substantial doubt about our
ability to continue as a going concern.



We have incurred an accumulated net loss of
$1,119,809 for the periods ending December 31, 2012 since inception. We anticipate generating losses for at least the next 12 months.
Therefore, there is substantial doubt about our ability to continue operations in the future as a going concern as described by
our auditors with respect to the financial statements for the year ended December 31, 2012. Our financial statements do not include
any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities
that might be necessary in the event the Company cannot continue in existence.



Our plans to deal with this uncertainty include
raising additional capital or entering into a strategic arrangement with a third party. If we cannot continue as a viable entity,
our shareholders may lose some or all of their investment in our company.



2.	We are highly dependent on our Officers
and Directors. Each are responsible for an important sector of our operations. Although we believe that we have significant depth
at all levels of management, the loss of any of our Officers and Directors could be detrimental to our operations. We do not have,
and do not plan to obtain, “key man” life insurance on any of our Officers and Directors.



Our President, Messr. Williams has technical
training and experience in exploring, permitting, and evaluating mineral properties and mines, while our Director Robert Coale
has experience starting, and operating a mine. As such, it will still be necessary to hire third party qualified consultants. If
we cannot locate qualified consultants, we may have to suspend, idle, and/or cease operations, which may result in the loss of
an investment. Except for these individuals, our Executive Officers and Directors do not have any technical training or experience
in exploring for, starting, and operating a mine. As such, we will be required to hire qualified consultants to perform surveying
and exploration of our properties.



3.	Our properties have not been examined
by our CEO, Directors, a professional geologist or mining engineer and we have no known mineral reserves on any of our properties.
Without mineral reserves we cannot generate income, and if we cannot generate income we will have to cease operations.



Without mineral reserves, we have nothing to
economically remove. If we have nothing to economically remove from our property, we cannot generate income and in such a situation,
we will have to cease operations which may result in the loss of an investment.



4.	Access to our mineral properties may
be restricted through some of the year due to weather in the area.



As a result, any attempt to test or explore
the property is largely limited to the times when weather permits such activities. These limitations can result in significant
delays in exploration efforts. Such delays can have a significant negative effect on our results of operations.



5.	Since our Directors and Executive
Officer have other outside business activities and will only be able to devote approximately 20% of their time to our operations,
our operations may be sporadic and only occur at times which are convenient to Messrs. Williams and Coale.



As a result, exploration of our properties
may be periodically interrupted or suspended. This may result in periodic interruptions or suspensions of exploration which may
result in the loss of an investment.



4







6.	If we are unable to obtain additional
funding, our business operations will be harmed. Even if we do obtain additional financing, our then existing shareholders may
suffer substantial dilution.



We will require additional funds to meet our
obligations under our existing property option agreements and to acquire and develop interests in new properties that we want to
explore for natural mineral resources in the future. We anticipate that we will require up to approximately $345,000 to fund our
continued operations for the next twelve months. Additional capital will be required to effectively support the operations and
to otherwise implement our overall business strategy. The inability to obtain additional capital will restrict our ability to grow
and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will
likely be required to curtail our development plans which could cause the company to become dormant. Any additional equity financing
may involve substantial dilution to our then existing shareholders.



7.	If we do not continue to make payments
under our Property Option Agreement for our property, we will lose our interest in the property as well as losing all monies incurred
in connection with the property.



Under our Property Option Agreement, we have
currently secured the right to acquire an undivided 100% right, title and interest in the property as described in the May 26,
2012 agreement. Pursuant to the Property Option Agreement, we may continue to exercise the option only by making a series of annual
cash payments and incurring net expenditures on the property. See the Property option agreement description located in the section
entitled “Section 4.D - Property Plant, and Equipment” of this 20-F for a more detailed description of the Option Agreement.



If we do not make the required payments or
incur the required expenditures in accordance with the Option Agreement we will lose our option to purchase the respective property
and may not be able to continue to execute our business objectives if we are unable to find an alternate exploration interest.



8.	Because our business involves numerous
operating hazards, we may be subject to claims of a significant size which would cost a significant amount of funds and resources
to rectify. This could force us to cease our operations, which will cause you a loss of any investment.



Our operations are subject to the usual hazards
inherent in exploring for minerals, such as general accidents, explosions, chemical exposure, and craterings. The occurrence of
these or similar events could result in the suspension of operations, damage to or destruction of the equipment involved and injury
or death to personnel. Operations also may be suspended because of machinery breakdowns, abnormal climatic conditions, failure
of subcontractors to perform or supply goods or services or personnel shortages. The occurrence of any such contingency would require
us to incur additional costs and force us to cease our operations, which will cause you a loss of any investment.



9.	Damage to the environment could also
result from our operations. If our business is involved in one or more of these hazards, we may be subject to claims of a significant
size which could force us to cease our operations.



Mineral resource exploration, production and
related operations are subject to extensive rules and regulations of federal, provincial, state and local agencies. Failure to
comply with these rules and regulations can result in substantial penalties. Our cost of doing business may be affected by the
regulatory burden on the mineral industry since the rules and regulations frequently are amended or interpreted. We cannot predict
the future cost or impact of complying with these laws.



Failure to comply with these rules and regulations
can result in substantial penalties. Our cost of doing business may be affected by the regulatory burden on the mineral industry.
We believe that compliance with the laws will not adversely affect our business operations.



Environmental enforcement efforts with respect
to mineral operations have increased over the years, and it is possible that regulation could expand and have a greater impact
on future mineral exploration operations. Although our management intends to comply with all legislation and/or actions of local,
provincial, state and federal governments, non-compliance with applicable regulatory requirements could subject us to penalties,
fines and regulatory actions, the cost of which could harm our results of operations. We cannot be sure that our proposed business
operations will not violate environmental laws in the future.



Our operations and properties are subject to
extensive federal, state, provincial and local laws and regulations relating to environmental protection, including the generation,
storage, handling, emission, transportation and discharge of materials into the environment, and relating to safety and health.
These laws and regulations may do any of the following: (i) require the acquisition of a permit or other authorization before exploration
commences, (ii) restrict the types, quantities and concentration of various substances that can be released into the environment
in connection with exploration activities, (iii) limit or prohibit mineral exploration on certain lands lying within wilderness,
wetlands and other protected areas, (iv) require remedial measures to mitigate pollution from former operations; and (v) impose
substantial liabilities for pollution resulting from our proposed operations.



5







The exploration of mineral reserves are subject
to all of the usual hazards and risks associated with mineral exploration, which could result in damage to life or property, environmental
damage, and possible legal liability for any or all damages. The exploration activities may be subject to prolonged disruptions
due to the weather conditions surrounding the properties. Difficulties, such as unusual or unexpected rock formations encountered
by workers but not indicated on a map, or other conditions may be encountered in the gathering of samples and information, and
could delay our exploration program. Even though we are at liberty to obtain insurance against certain risks in such amounts we
deem adequate, the nature of those risks is such that liabilities could over exceed policy limits or be excluded from coverage.
We do not currently carry insurance to protect against these risks and we may not obtain such insurance in the future. There are
also risks against which we cannot, or may not elect to insure. The costs, which could be associated with any liabilities, not
covered by insurance or in excess of insurance coverage or compliance with applicable laws and regulations may cause substantial
delays and require significant capital outlays, thereby hurting our financial position, future earnings, and/or competitive positions.
We may not have enough capital to continue operations and you will lose your investment.



10.	Because of the speculative nature
of exploration and development, there is a substantial risk that our business will fail.



The search for valuable natural resources on
our properties is extremely risky as the exploration for natural resources is a speculative venture involving substantial risk.
Few properties that are explored are ultimately developed into producing mines. Problems such as unusual or unexpected formations
and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. Because the probability
of an individual prospect ever having reserves is extremely remote, in all probability our properties do not contain any reserves,
and any funds we spent on exploration will probably be lost. In such a case, we would be unable to complete our business plan.



Mineral exploration involves a high degree
of risk and exploration projects are frequently unsuccessful. To the extent that we continue to be involved in mineral exploration,
the long-term success of our operations will be related to the cost and success of our exploration programs. The risks associated
with mineral exploration include:



| | · | the identification of potential mineralization based on superficial analysis;
| | - | -----------------------------------------------------------------------------



| | · | the quality of our management and our geological and technical expertise; and
| | - | -----------------------------------------------------------------------------



| | · | the capital available for exploration and development.
| | - | ------------------------------------------------------



Substantial expenditures are required to determine
if a project has economically mineable mineralization. It may take several years to establish proven and probable reserves and
to develop and construct mining and processing facilities. Problems such as unusual or unexpected formations and other conditions
are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to
develop our business.



11.	We may not be able to compete with
current and potential exploration companies, some of whom have greater resources and experience than we do in developing mineral
reserves.



The natural resource market is intensely competitive,
highly fragmented and subject to rapid change. We may be unable to compete successfully with our existing competitors or with any
new competitors. We compete with many exploration companies which have significantly greater personnel, financial, managerial,
and technical resources than we do. This competition from other companies with greater resources and reputations may result in
our failure to maintain or expand our business.



12.	If we lose the services of any of
our management team, we may not be able to continue to operate our business and may be required to cease operations.



We are presently dependent to a great extent
upon the experience, abilities and continued services of Ken Williams, our Director, Chief Executive Officer, President and Secretary.
Mr. Williams, who currently spends approximately 1 day per week working on the Company’s business, has an extensive background
in the natural resource exploration industry and the loss of his services would negatively impact our operations. If we lost the
services of this individual we would be forced to find other qualified management to assist us in location and exploration of a
property. This would be costly to us in terms of both time and expenses. We do not maintain an employment agreement with Mr. Williams
nor do we have key-man life insurance on him. Therefore, if we were unable to replace the services and experience of Mr. Williams,
we may be forced to discontinue our operations.



6







| | 13. | The prices of metals are highly volatile and a decrease in metals prices could incur losses.
| | --- | --------------------------------------------------------------------------------------------



The profitability of natural resource operations
are directly related to the market prices of the underlying commodities. The market prices of metals fluctuate significantly and
are affected by a number of factors beyond our control, including, but not limited to, the rate of inflation, the exchange rate
of the dollar to other currencies, interest rates, and global economic and political conditions. Price fluctuations in the metals
markets from the time development of a mine is undertaken and the time production can commence can significantly affect the profitability
of a mine. Accordingly, we may begin to develop a mineral property at a time when the price of the underlying metals make such
exploration economically feasible and, subsequently, incur losses because metals prices have decreased. Adverse fluctuations of
metals market price may force us to curtail or cease our business operations.



14.	We are an exploration stage company
and the probability that commercially viable deposits or "reserves" exists in the property is extremely remote.



We are an exploration stage company with no
known commercially viable deposits, or "reserves" on our properties. Therefore, determination of the existence of a reserve
will depend on appropriate and sufficient exploration work and the evaluation of legal, economic, and environmental factors. If
we fail to find a commercially viable deposit, our financial condition and results of operations will suffer. If we cannot generate
income from the properties we will have to cease operation which will result in the loss of your investment.



15.	We may not have the funds to purchase
all of the supplies, manpower and materials we need to begin exploration which could cause us to delay or suspend operations.



Competition and unforeseen limited sources
of supplies in the industry could result in occasional spot shortages of supplies, manpower and certain equipment such as bulldozers
and excavators that we might need to conduct exploration. If there is a shortage or scarcity, we cannot compete with larger companies
in the exploration industry for supplies, manpower and equipment. In the event that the prices for such resources rise above our
affordability levels, we may have to delay or suspend operations. In the event we are forced to limit our exploration activities,
we may not find any minerals, even though our properties may contain mineralized material. Without any minerals we cannot generate
revenues and you may lose your investment.



16.	Because of the early stage of development
and the nature of our business, our securities are considered highly speculative.



Our securities must be considered highly speculative,
generally because of the nature of our business and the early stage of its development. We are engaged in the business of exploring
and, if warranted and feasible, developing natural resource properties. Our current properties are in the exploration stage only
and are without known reserves of natural resources. Accordingly, we have not generated any revenues nor have we realized a profit
from our operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short
term. Any profitability in the future from our business will be dependent upon locating and developing economic reserves of natural
resources, which itself is subject to numerous risk factors set forth herein. Since we have not generated any revenues, we will
have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.



17.	It is possible that there may be
native or aboriginal claims to our property, which could result in additional expenses incurred to explore our properties.



Although we believe that we have the right
to explore our properties, we cannot substantiate that there are no native or aboriginal claims to the properties. Native groups
have made extensive land claims to large areas of land within North America. The status of such claims is uncertain, and has not
been resolved despite lengthy and expensive court proceedings. If a native or aboriginal claim is made to any of our properties,
it would negatively affect our ability to explore this property as we would have to incur significant legal fees protecting our
right to explore the property. We may also have to pay third parties to settle such claims. If it is determined that there is a
legitimate claim to any of our properties then we may be forced to return this property without adequate consideration. Even if
there is no legal basis for such claim, the costs involved in resolving such matter may force us to delay or curtail our exploration
completely. When we make the application to commence our exploration activities, representatives of Native groups will have the
right to participate in, or may be consulted in, review by regulatory authorities of our proposed mining operations. If this occurs,
we may have to incur additional resources and it may take longer to obtain the required permits.



7







RISKS RELATING TO OUR COMMON SHARES



18.	We may, in the future, issue additional
common shares, which would reduce investors’ percent of ownership and may dilute our share value.



Our Articles of Incorporation authorize the
issuance of an unlimited number of common shares and preferred shares without par value. The future issuance of our unlimited authorized
common shares may result in substantial dilution in the percentage of our common shares held by 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.



19.	Our common shares are subject to
the "Penny Stock" Rules of the SEC and we have no established market for our securities, which makes transactions in
our stock cumbersome and may reduce the value of an investment in our stock.



Section 15(g) of the Securities Exchange Act
of 1934, as amended, and Rule 15g-2 promulgated there under by the Commission require broker-dealers dealing in penny stocks to
provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written
receipt of the document before effecting any transaction in a penny stock for the investor's account. These rules may have the
effect of reducing the level of trading activity in the secondary market, if and when one develops. Potential investors in the
Company’s common stock are urged to obtain and read such disclosures carefully before purchasing any shares that are deemed
to be "penny stock." Moreover, the Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition
of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than USD
$5.00 per share or with an exercise price of less than USD $5.00 per share, subject to certain exceptions. For any transaction
involving a penny stock, unless exempt, the rules require:



| | • | that a broker or dealer approve a person's account for transactions in penny stocks; and
| | - | ----------------------------------------------------------------------------------------



| | • | the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



In order to approve a person's account for
transactions in penny stocks, the broker or dealer must:



| | • | obtain financial information and investment experience objectives of the person; and
| | - | ------------------------------------------------------------------------------------



| | • | make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The broker or dealer must also deliver, prior
to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which,
in highlight form:



| | • | sets forth the basis on which the broker or dealer made the suitability determination; and
| | - | ------------------------------------------------------------------------------------------



| | • | that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
| | - | ----------------------------------------------------------------------------------------------------------



Generally, brokers may be less willing to execute
transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose
of our common shares and cause a decline in the market value of our stock.



Pursuant to the Penny Stock Reform Act of 1990,
broker-dealers are further obligated to provide customers with monthly account statements. Compliance with the foregoing requirements
may make it more difficult for investors in the Company's stock to resell their shares to third parties or to otherwise dispose
of them in the market or otherwise.



20.	We have registered a significant
number of common shares underlying our warrants and stock options that may be available for future sale. The sale of these shares
may depress the market price of our Common shares and shareholders could suffer a loss on their investment.



As of April 23, 2013, we had 86,266,152 common
shares issued and warrants outstanding to purchase an aggregate of 226,634 common shares and stock options outstanding to purchase
an aggregate of 250 common shares. All of these shares and those shares underlying the warrants have been registered and may be
sold without restriction. If such warrants are exercised in full and converted to common shares, our shareholders may experience
a decline in the price of our common shares as such common shares are sold into the open market. If such decline in the price of
our common shares were to materialize, shareholders could suffer a loss on their investment.



8







21.	There is no current trading market
for our securities and if a trading market does not develop, purchasers of our securities may have difficulty selling their shares.



The Company’s shares are listed on the
OTC:BB as well as the OTC:QB under the symbol of REXEF. There is currently no established public trading market for our securities
and an active trading market in our securities may not develop or, if developed, may not be sustained. If for any reason a public
trading market does not otherwise develop, purchasers of the shares may have difficulty selling their common shares should they
desire to do so.



22.	State securities laws may limit secondary
trading, which may restrict the states in which and conditions under which you can sell the Company’s common shares.



Secondary trading in the Company’s common
stock will not be possible until the common shares are qualified for sale under applicable securities laws of the state or there
is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading
in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common shares
in any particular state, the common shares could not be offered or sold to, or purchased by, a resident of that state. In the event
that a significant number of states refuse to permit secondary trading in our common shares, the liquidity for the common shares
could be significantly impacted thus causing you to realize a loss on an investment.



23.	We are a “foreign private issuer”,
and you may not have access to the information you could obtain if we were not a “foreign private issuer”.



We are considered a "foreign private issuer"
under the Securities Act of 1933, as amended. As a foreign private issuer, we will not have to file quarterly reports with the
SEC nor will our Directors, Officer and 10% stockholders be subject to Section 16(b) of the Exchange Act. As a foreign private
issuer we will not be subject to the proxy rules of Section 14 of the Exchange Act. Furthermore, Regulation FD does not apply to
non-U.S. companies and will not apply to us. Accordingly, you may not be able to obtain information about us as you could obtain
if we were not a “foreign private issuer”.



24.	Because we do not intend to pay any
cash dividends on our common shares, our stockholders 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 shares in the
foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they
sell them.



25.	We may become a passive foreign investment
company, or PFIC, which could result in adverse U.S. tax consequences to U.S. investors.



If we are a “passive foreign investment
company” or “PFIC” as defined in Section 1297 of the Code, U.S. Holders will be subject to U.S. federal income
taxation under one of two alternative tax regimes at the election of each such U.S. Holder. Section 1297 of the Code defines a
PFIC as a corporation that is not formed in the United States and either (i) 75% or more of its gross income for the taxable year
is “passive income”, which generally includes interest, dividends and certain rents and royalties or (ii) the average
percentage, by fair market value (or, if we elect, adjusted tax basis), of its assets that produce or are held for the production
of “passive income” is 50% or more. Whether we are a PFIC in any year and the tax consequences relating to PFIC status
will depend on the composition of our income and assets, including cash. U.S. Holders should be aware, however, that if we become
a PFIC, it may not be able or willing to satisfy record-keeping requirements that would enable U.S. Holders to make an election
to treat us as a “qualified electing fund” for purposes of one of the two alternative tax regimes applicable to a PFIC.
We strongly urge U.S. holders or potential shareholders to consult their own tax advisor concerning the impact of these rules on
their investment in us



26.	Because our Company and some of our
Directors are located outside the United States, it may be difficult for an investor to enforce within the United States any judgments
obtained against us or our Officer and Directors.



Our Company and some of our Directors are located
outside of the United States and we do not maintain a permanent place of business within the United States. In addition, some of
our Directors and Officer are nationals and/or residents of countries other than the United States, and all or a substantial portion
of such persons' assets are located outside the United States. As a result, it may be difficult for an investor to effect service
of process or enforce within the United States any judgments obtained against us or our Officer or Directors, including judgments
predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. In addition, there
is uncertainty as to whether the courts of Canada would recognize or enforce judgments of United States courts obtained against
us or our Directors and Officer predicated upon the civil liability provisions of the securities laws of the United States or any
state thereof. There is even uncertainty as to whether the Canadian courts would have jurisdiction to hear original actions brought
in Canada against us or our Directors and Officer predicated upon the securities laws of the United States or any state thereof.



9







ITEM 4 INFORMATION ON THE COMPANY



4.A. HISTORY AND DEVELOPMENT OF THE COMPANY



The Company was formed as a corporation under
the federal laws of Canada pursuant to the Canada Business Corporations Act on August 8, 2003. The corporate office is located
at 11215 Jasper Avenue, Suite 505, Edmonton, Alberta T5K 0L5 and the telephone number is 1-877-276-2518.



On September 13, 2011, at an Annual General
Meeting of the Shareholders of the Corporation, a majority of the Company’s shareholders granted the Board of Directors the
authority to amend the Company’s Articles of Incorporation in connection with a name change. On October 31, 2011, Rush Metals
Corp. (the “Company”), filed Articles of Amendment with Corporations Canada, changing its name to Rush Exploration
Inc.



On October 31, 2011, the Company affected a
reverse stock split of the Company’s Common Stock at a reverse split ratio of 1-for-100, pursuant to a plan approved by the
Company’s Board of Directors. As a result of the reverse stock split, every one hundred pre-split shares of the Company's
common stock issued by the Company and outstanding immediately prior to October 31, 2011 were automatically exchanged for one post-split
share of common stock without par value, with any fractional shares resulting from the exchange being rounded up to the nearest
whole share (the “Stock Split”). The Company has elected to treat the Stock Split as a non-mandatory exchange. As a
result, there will be no letter of transmittal sent to the Company’s shareholders directing them to exchange their existing
stock certificates. Rather, shareholders will retain their existing pre-split stock certificates until such time as they are submitted
to the Company.



4.B. BUSINESS OVERVIEW



We are a natural resource exploration Company
engaged in the acquisition and development of natural resource properties. No commercially viable mineral deposits may exist on
our properties. Our plan of operations is to carry out geological analysis of our properties in order to ascertain whether they
possess economically viable mineral deposits. We can provide no assurance to investors that our properties contain commercially
viable deposits until appropriate exploratory work is done and an evaluation based on that work concludes further work programs
are justified. At this time, we definitely have no known reserves on our properties.



For the period from inception (August 8, 2003)
to December 31, 2012, we did not generate any revenue.



Compliance with Government Regulation and
Regulatory Matters



We are required to comply with all regulations,
rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the United States. The
federal government and various state and local governments have adopted laws and regulations regarding the protection of natural
resources, human health and the environment. We will be required to conduct all exploration activities in accordance with all applicable
laws and regulations, below we identify some key regulations which have application to exploration or mining activities.



Mine Safety and Health



Our goal is to achieve industry leading mine
safety and health performance by following the applicable mine safety and health regulations. In addition, the Mine Safety and
Health Administration ("MSHA") has issued numerous new policies and regulations which include, but are not limited to,
emergency notification and response plans, increased fines for violations and additional training and mine rescue coverage requirements.
Collectively, federal and state safety and health regulation in the mining industry is perhaps the most comprehensive and pervasive
system for protection of employee health and safety governing any segment of U.S. industry.



Mining Control and Reclamation Regulations



The Surface Mining Control and Reclamation
Act of 1977 ("SMCRA") is administered by the Office of Surface Mining Reclamation and Enforcement ("OSM") and
establishes mining, environmental protection and reclamation standards for all aspects of U.S. surface mining, as well as many
aspects of underground mining. Mine operators must obtain SMCRA permits and permit renewals for mining operations from the OSM.
Although state regulatory agencies have adopted federal mining programs under SMCRA, the state becomes the regulatory authority.
States in which we expect to have active future mining operations have achieved primary control of enforcement through federal
authorization.



10







SMCRA permit provisions include requirements
for prospecting including mine plan development, topsoil removal, storage and replacement, selective handling of overburden materials,
mine pit backfilling and grading, protection of the hydrologic balance, subsidence control for underground mines, surface drainage
control, mine drainage and mine discharge control and treatment and re-vegetation.



The U.S. mining permit application process
is initiated by collecting baseline data to adequately characterize the pre-mining environmental condition of the permit area.
We will develop mine and reclamation plans by utilizing this geologic data and incorporating elements of the environmental data.
Our mine and reclamation plans incorporate the provisions of SMCRA, state programs and complementary environmental programs which
impact mining. Also included in the permit application are documents defining ownership and agreements pertaining to minerals,
oil and gas, water rights, rights of way and surface land and documents required of the OSM’s Applicant Violator System,
including the mining and compliance history of officers, directors and principal stockholders of the applicant.



Once a permit application is prepared and submitted
to the regulatory agency, it goes through a completeness and technical review. Public notice of the proposed permit is given for
a comment period before a permit can be issued. Some SMCRA mine permit applications take over a year to prepare, depending on the
size and complexity of the mine and often take six months to two years to be issued. Regulatory authorities have considerable discretion
in the timing of the permit issuance and the public has the right to comment on, and otherwise engage in, the permitting process
including public hearings and intervention by the courts.

Surface Disturbance

All mining activities
governed by the BLM require reasonable reclamation. The lowest level of mining activity, "casual use," is designed for
the miner or weekend prospector who creates only negligible surface disturbance (for example, activities that do not involve the
use of earth-moving equipment or explosives may be considered casual use). These activities would not require either a notice of
intent to operate or a plan of operation. For further information regarding surface management terms, please refer to 43 CFR Chapter
II Subchapter C, Subpart 3809.

The second level of activity,
where surface disturbance is 5 acres or less per year, requires a notice advising BLM of the anticipated work 15 days prior to
commencement. This notice must be filed with the appropriate field
office. No approval is needed although bonding is required. State agencies
must be notified to ensure all requirements are met.

For operations involving
more than 5 acres total surface disturbance on lands subject to 43 CFR 3809, a detailed plan of operation must be filed with the
appropriate BLM field office.Bonding is required to ensure proper reclamation. An Environmental Assessment (EA) is to be prepared for all plans of
operation to determine if an Environmental Impact Statement is required. A National Environmental Policy Act review is not required
for casual use or notice level operations unless those operations involve occupancy as defined by 43 CFR 3715. Most occupancies
at the casual use and notice level in Arizona are covered by a programmatic EA.

An activity permit is
required when use of equipment is utilized for the purpose of land stripping, earthmoving, blasting (except blasting associated
with an individual source permit issued for mining), trenching or road construction.

Future legislation and regulations are expected
to become increasingly restrictive and there may be more rigorous enforcement of existing and future laws and regulations and we
may experience substantial increases in equipment and operating costs and may experience delays, interruptions or termination of
operations. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal
fines or penalties, the acceleration of cleanup and site restoration costs, the issuance of injunctions to limit or cease operations
and the suspension or revocation of permits and other enforcement measures that could have the effect of limiting production from
our future operations.



Trespassing



The BLM will prevent abuse of public lands
while recognizing valid rights and uses under the mining laws. The BLM will take appropriate action to eliminate invalid uses,
including unauthorized residential occupancy. Interior Board of Land Appeals (IBLA) has found that a claim may be declared void
by BLM when it has been located and held for purposes other than the mining of minerals. The issuance of a notice of trespass may
occur if an unpatented claim/site is:



(1)      used for a home site, place of business, or for
other purposes not reasonably related to mining or milling activities;



11







(2)      used for the mining and sale of leasable minerals
or mineral materials, such as sand, gravel and certain types of building stone; or



(3)      located on lands that for any reason have been
withdrawn from location after the effective date of the withdrawal.



Trespass actions are taken by the BLM Field
Office.



Environmental Laws



We may become subject to various federal and
state environmental laws and regulations that will impose significant requirements on our operations. The cost of complying with
current and future environmental laws and regulations and our liabilities arising from past or future releases of, or exposure
to, hazardous substances, may adversely affect our business, results of operations or financial condition.



In addition, environmental laws and regulations,
particularly relating to air emissions, can reduce our profitability.



Numerous federal and state governmental permits
and approvals are required for mining operations. When we apply for these permits or approvals, we may be required to prepare and
present to federal or state authorities data pertaining to the effect or impact that a proposed exploration for, or production
or processing of, may have on the environment. Compliance with these requirements can be costly and time-consuming and can delay
exploration or production operations. A failure to obtain or comply with permits could result in significant fines and penalties
and could adversely affect the issuance of other permits for which we may apply.



Clean Water Act



The U.S. Clean Water Act and corresponding
state and local laws and regulations affect mining operations by restricting the discharge of pollutants, including dredged or
fill materials, into waters of the United States. The Clean Water Act provisions and associated state and federal regulations are
complex and subject to amendments, legal challenges and changes in implementation. As a result of recent court decisions and regulatory
actions, permitting requirements have increased and could continue to increase the cost and time we expend on compliance with water
pollution regulations. These and other regulatory requirements, which have the potential to change due to legal challenges, Congressional
actions and other developments, increase the cost of, or could even prohibit, certain current or future mining operations. Our
operations may not always be able to remain in full compliance with all Clean Water Act obligations and permit requirements. As
a result we may be subject to compliance orders and private party litigation seeking fines, penalties or changes to our operations.



Clean Water Act requirements that may affect
our operations include the following:



Section 404



Section 404 of the Clean Water Act requires
mining companies to obtain U.S. Army Corps of Engineers (“ACOE”) permits to place material in streams for the purpose
of creating slurry ponds, water impoundments, refuse areas, valley fills or other mining activities.



Our construction and mining activities, including
our surface mining operations, will frequently require Section 404 permits. ACOE issues two types of permits pursuant to Section
404 of the Clean Water Act: nationwide (or "general”) and “individual” permits. Nationwide permits are issued
to streamline the permitting process for dredging and filling activities that have minimal adverse environmental impacts. An individual
permit typically requires a more comprehensive application process, including public notice and comment, however an individual
permit can be issued for ten years (and may be extended thereafter upon application).



The issuance of permits to construct valley
fills and refuse impoundments under Section 404 of the Clean Water Act, whether general permits commonly described as the Nationwide
Permit 21 (NWP 21) or individual permits, has been the subject of many recent court cases and increased regulatory oversight. The
results may materially increase our permitting and operating costs, permitting delays, suspension of current operations and/or
prevention of opening new mines.



ANTICIPATED CHANGES TO FACILITIES AND EMPLOYEES



Management of the Company anticipates no changes to either facilities
or employees in the near future.



12







SEASONALITY, DEPENDENCY UPON PATENTS, LICENSES, CONTRACTS, PROCESSES,
SOURCES AND AVAILABILTY OF RAW MATERIALS



The Company’s property is in a remote
location and subject to significant temperature variations and changes in working conditions. It is not possible to actively explore
the Company’s property throughout the year due to seasonal changes in the weather. If exploration is pursued at the wrong
time of year, the Company may incur additional costs to address issues relating to the weather.



If we commence drilling, shortages or an increase
in cost of drilling rigs, equipment, supplies or personnel could delay or interrupt our operations, which could impact our financial
condition and results of operations. Drilling activity in the geographic areas in which we conduct drilling activities may increase,
which would lead to increases in associated costs, including those related to drilling rigs, equipment, supplies, personnel and
the services and products of other vendors. Increased drilling activity in these areas may also decrease the availability of rigs.
We do not have any contracts with providers of drilling rigs and, consequently we may not be able to obtain drilling rigs when
we need them. Therefore, our drilling and other costs may increase further and necessary equipment and services may not be available
to us at economical prices.



COMPETITION



The mineral exploration industry is intensely
competitive, highly fragmented and subject to rapid change. We may be unable to compete successfully with our existing competitors
or with any new competitors. We compete with many exploration companies which have significantly greater personnel, financial,
managerial, and technical resources. This competition from other companies with greater resources and reputations may result in
our failure to maintain or expand our business.



4.C. ORGANIZATIONAL STRUCTURE



The Company is not part of a group and has
no subsidiaries.



4.D. PROPERTY, PLANT AND EQUIPMENT



CORPORATE OFFICES



The Company does not own any real property.
The Company currently rents its corporate headquarters on a month to month basis at 11215 Jasper Avenue, Suite 505, Edmonton, Alberta
T5K 0L5. The Company believes that its rented properties are adequate for our current and immediately foreseeable operating needs.
The Company does not have any policies regarding its investments in real estate, securities or other forms of property.



A detailed description of the Company’s
exploration properties with additional information for the properties of major significance to the Company is outlined below:



Mudersbach Property



Acquisition of Interest



Effective May 26, 2012,
Rush Exploration Inc. (the “Company”) executed a Property Option Agreement (the “Agreement”), with Knight
Resources (the “Optionor”) granting the Company the exclusive option to an undivided right, title and interest in the
Mudersbach Property (the “Property”) located in the Plomosa Mountain Range, La Paz County, Arizona (the “Property”).
Simultaneous with the execution and delivery of the Agreement, the Company issued Fifty Million (50,000,000) Shares of its fully
paid and non-assessable Restricted Common Stock. The Property interests in the Agreement are mineral rights.

If
the Company performs its obligations as specified in the Agreement, it will retain control of the mineral rights. Pursuant to the
Agreement, the Optionor shall keep the Property in good standing, free and clear of all liens and encumbrances during the Option
period, subject to the Company performing its obligations. The Optionor is required to pay the annual maintenance and filing fees
which include $140 per claim to be paid to the BLM and recording fees of approximately $15 per claim to be paid to the respective
county on or before September 1 of each year. Although Knight Resources is the Optionor, Horizon Exploration, Inc. is the owner
on record with the BLM and is ultimately responsible for payment of the annual maintenance and filing fees. The Company is not
privy to the relationship between Knight Resources and Horizon Exploration, Inc.

13







The Property claims are
held as unpatented federal land claims administered under the Department of Interior, Bureau of Land Management under the Federal
Land Policy and Management Act of 1976. In order to acquire an unpatented mineral claim the land must be open to mineral entry.
Federal law specifies that a claim must be located or “staked” and site boundaries be distinctly and clearly marked
to be readily identifiable on the ground in addition to filing the appropriate state and or federal documentation such as Location
Notice, Claim Map, Notice of Non-liability for Labor and Materials Furnished, Notice of Intent to Hold Mining Claims, Maintenance
Fee Payment and fees to secure the claim. The State may also establish additional requirements regarding the manner in which mining
claims and sites are located and recorded. An unpatented mining claim on U.S. government lands establishes a claim to the locatable
minerals (also referred to as stakeable minerals) on the land and the right of possession solely for mining purposes. No title
to the land passes to the claimant. If a proven economic mineral deposit is developed, provisions of federal mining laws permit
owners of unpatented mining claims to patent (to obtain title to) the claim.

The general administrative
process by which the Company maintains control of its Property is to keep the Property Option Agreement in good standing in accordance
with the terms of the Agreement. In order to earn a 100% interest in the Property, the Company must pay the Optionor and incur
expenditures relating to exploration and mining operations in accordance with the following schedule: (i) on or before May 26,
2013, $20,000 CDN to Optionor and incur $100,000 CDN in expenditures incidental to the exploration and mining operations; (ii)
on or before May 26, 2014, $20,000 to Optionor and an additional $100,000 in expenditures; (iii) on or before May 26, 2015, $40,000
to Optionor and an additional $200,000 in expenditures; (iv) on or before May 26, 2016, $60,000 to Optionor and an additional $300,000
in expenditures; and (v) on or before May 26, 2017, $60,000 to Optionor and incur an additional $300,000 in expenditures. Since
our payment obligations are non-refundable, if we do not make all required payments, we will lose all payments made and our rights
to the properties. If all said payments are made, then we will acquire all mining interests in the property subject to a 3% net
smelter royalty. The Optionor retains a 3% royalty of the aggregate proceeds received by the Company from any smelter or other
purchaser of any ores, concentrates, metals or other material of commercial value produced from the property, minus the cost of
transportation of the ores, concentrates or metals, including related insurance, and smelting and refining charges, including penalties.

None of the Property
claims have been legally surveyed. Although our legal access to unpatented Federal claims cannot be denied, staking or operating
a mining claim does not provide the claim holder exclusive rights to the surface resources (unless a right was determined under
Public Law 84-167) establish residency or block access to other users. Regulations managing the use and occupancy of the public
lands for development of locatable mineral deposits by limiting such use or occupancy to that which is reasonably incident is found
in 43 CFR 3715. These Regulations apply to public lands administered by BLM.

Both the Company and Optionor have the right
to assign, sell, mortgage or pledge their rights in the Agreement or on the property.



This Agreement will be governed by and construed
in accordance with the laws of Arizona. The parties hereto hereby irrevocably accede to the jurisdiction of the courts of Arizona.
All disputes arising out of or in connection with this Agreement, or in respect of any defined legal relationship associated therewith
or derived therefrom, shall be referred to and finally resolved by a sole arbitrator by arbitration under the laws of Arizona.



Description and Location of the Mudersbach
Property

The Mudersbach property
consists of approximately 639 acres and 32 unpatented mining claims in the Plomosa Mountain range in the northwest area of the
State of Arizona, located at the historical Mudersbach Mine Camp (the "Mudersbach Property"). The Mudersbach
Mine was a former surface and underground Cu-Fe-Ag-Au- mine previously owned by the Excelsior Gold & Copper Co. Past
workings include 2 shallow shafts, tunnels, and open cuts. The Mudersbach mine was worked intermittently from the early 1900's
through 1930. It produced some 700 tons of ore averaging about 4.4% Cu, 0.67 oz. Ag/T, and 0.03 oz. Au/T. One carload of ore has
been shipped, which the owner reported averaged 10.4% Cu and $1.00 in Au per ton (period values)(owner's identification and timeframe
not specified).

Just 6 miles to the North
of the Plomosa mountain project, along the same mountain range, is the Little Butte gold project owned by Homestake Mines (now
Barrick Gold) in the late 1980’s. Homestake drilled over 50 holes (average depth < 400 ft per hole) over a 4 year period.
They found significant gold mineralization at the Little Butte underground mine and open pit.

The Property is easily accessed via Plomosa
Road and lies approximately 12 miles northeast of the town of Quartzite, Arizona and approximately 9 miles southwest of Bouse,
Arizona. The gravel inroads which provide access to the property area are accessible with a 4 wheel drive vehicle. Certain areas
may require an off road ATV or on foot access depending on the specific terrain. This region's Lode and Placer gold has been heavily
sought after since the 18th century, and based on historical records and data from former claim holders, the Company believes this
property has the potential to host a commercial gold find.



14







The Property is part
of the Plomosa Mining District and is located within the Basin and Range Geomorphologic Province, which comprises the southwestern
third of the State of Arizona. The region is characterized by linear mountain ranges separated by down thrown, alluvium-filled
basins. In southern Arizona, a "belt" of Precambrian metamorphic rocks (“core complex") ranges forms a transition
zone between the younger, predominantly volcanic desert mountains of the south and the folded and faulted highlands of central
Arizona. The Plomosa Mountains rise up just west of the Bouse Hills to the north and extend for tens of miles southward. The Plomosa
Mountains form the eastern wall of the La Posa Plain and the western front-range to the Ranegras Plains for nearly its entire length.
The northern half of the Plomosa Mountains is predominantly composed of Mesozoic sandstone, shale, conglomerate and limestone.
Slightly younger Cretaceous to early-Tertiary sediments crop out along the northernmost point of the range and small outcrops of
ancient Precambrian gneiss also occur in the area. Mesozoic-age intrusive rocks, chiefly granites, intrude the pre-Tertiary rocks
and is believed to be the source for much of the gold in the Plomosa Mountains.

Past exploration in the
area has presented that the mineralization is a replacement deposit with ore in irregular and pocketry distribution copper, and
iron sulfides are in a pyrometasomatic deposit, oxidized near the surface, with a garnet-epidote gangue and strong hematitic-copper
carbonate gossan. The irregular deposit is in faulted and deformed metamorphosed Mesozoic limestone interbedded with schist and
intruded by quartz monzonite.

List of unpatented claims located in Sections
5, 6, 31, 32 of TS/6N, R17W G&SR B&M, La Paz County, Arizona

|CLAIM NAME | AMC NUMBER
|---------- | ----------
|           |           
|PL028      | 411331    
|PL030      | 411333    
|PL032      | 411335    
|PL034      | 411337    
|PL036      | 411339    
|PL037      | 411340    
|PL038      | 411341    
|PL039      | 411342    
|PL040      | 411343    
|PL041      | 411344    
|PL042      | 411345    
|PL043      | 411346    
|PL044      | 411347    
|PL045      | 411348    
|PL046      | 411349    
|PL047      | 411350    
|PL048      | 411351    
|PL049      | 411352    
|PL050      | 411353    
|PL051      | 411354    
|PL052      | 413312    
|PL053      | 413313    
|PL054      | 413314    
|PL055      | 413315    
|PL056      | 413316    
|PL057      | 413317    
|PL058      | 413318    
|PL059      | 413319    
|PL060      | 413320    
|PL061      | 413321    
|PL062      | 413322    
|PL063      | 413323    



The claims were recorded on October 12, 2011.
If annual maintenance fees and filing fees are paid as required, the claims may continue in perpetuity.



15







The Mudersbach Property location map.













The mining
claims PLO 34 AMC 411337, PLO 43 AMC 411346, PLO 45 AMC 411348, PLO 47 AMC 411350, PLO 49 AMC 411352 and PLO 51 AMC 411354 have
a northern boundary which terminates on adjacent state land The Company does not have any surface or mineral rights on state property.



16







Planned Work by the Company for 2013



We anticipate that we will incur through the
end of our next fiscal year in connection with our current exploration plan for 2013:



| | • | $100,000 in connection with exploration expenditures
| | - | ----------------------------------------------------



| | • | $20,000 for property option payments for the Mudersbach Property.
| | - | -----------------------------------------------------------------



We recognize that this Property is a grass
roots exploration opportunity and there are no proven or probable reserves on the Property. The Company’s objectives are
to assess its geological merits to establish an exploration program to identify the potential for economically viable mineralization.
The Property is a recent acquisition and the Company has not developed any exploration plans, sampling procedures QA QC protocols
nor completed any work, improvement or expenditure on the Property. There is currently no plant, equipment, infrastructure or other
facilities on site. Additionally, there is currently no source of power and water on site. Power could be provided by portable
diesel-powered generators. Non potable water may be sourceable on site for drilling, mining and milling purposes. Any future proposed
work program on the Property will be exploratory in nature.



As of April 23, 2013 the Company does not have
the necessary funding to participate in its exploration plan for 2013. If funding was to be obtained, the Company would move forward
with an exploration budget based on the results and recommendations of our independent analysis.



ITEM 4.A. UNRESOLVED STAFF COMMENTS



Not applicable.



ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS



The following discussion for the fiscal years
ended December 31, 2012, 2011 and 2010 should be read in conjunction with the financial statements of the Company and the notes
thereto.



Certain statements contained in the MD&A
and elsewhere in this 20-F constitute forward-looking statements. Such forward-looking statements involve a number of known and
unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the financial
statements were made, and readers are advised to consider such forward-looking statements in light of the risks set forth above.



OVERALL PERFORMANCE



The following table sets forth the audited
statement of operations data for Rush Exploration Inc. for the fiscal years indicated:



Table No. 3



|                                                     |  | 2012 |            | 2011 |  | 2010
|---------------------------------------------------- |  | ---- | ---------- | ---- |  | ----
|                                                     |  |      |            |      |  |     
|Revenue                                              |  |      | $Nil       |      |  |     
|Expenses                                             |  | $    | 76,271     |      |  | $   
|                                                     |  |      |            |      |  |     
|Loss from operations                                 |  | $    | (76,271    | )    |  | $   
|Net loss                                             |  | $    | (76,223    | )    |  | $   
|Net income/(loss) per share:                         |  |      |            |      |  |     
|Basic                                                |  | $    | (0.00      | )    |  | $   
|Weighted average number of common shares outstanding |  |      | 43,249,759 |      |  |     



ITEM 5.A. Results of Operations of Fiscal
2012 vs. Fiscal 2011



During 2012 cash used in operating activities
was $32,816 compared to cash used in operating activities of $30,759 in 2011, an increase in cash used for operations of $2,057.
We had a net loss of $76,223 in 2012 compared to a loss of $41,831 in 2011 an increase of 34,392. For the year ended 2012 we had
mineral property acquisition and exploration expenditures of $51,425 compared with no property or exploration expenditures in 2011.
The increase in exploration expenses were offset by a decrease in professional fees of $11,901 to $22,524 compared with $34,425
in the prior year and a decrease in office expense of $4,410 to $1,538 compared with $5,948 in 2011. In 2012 we had cash outflow
from accounts payable and accrued liabilities of $9,402 compared to a cash inflow of $10,578 in 2011.



17







Revenue - Cost of Revenue



We did not earn any revenues during the years
ended December 31, 2012 or 2011. We do not anticipate earning revenues until such time as we have entered into commercial production
of our mineral properties. We can provide no assurance that we will discover commercially exploitable levels of mineral resources
on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.



General and Administrative Expenses



The net loss in 2012 was $76,223 compared to
$41,831 in 2011. The increase in the loss of $34,392 in 2012 compared to 2011 is primarily related to the increase in mineral acquisition
and exploration expenses of $51,425 for the year ended December 31, 2012. Mineral acquisition expense increased as a result of
the property option acquisition. The Company issued 50 million common shares in consideration for the agreement.



Results of Operations of Fiscal 2011 vs.
Fiscal 2010



We are a natural resource exploration Company
in the exploration stage with an objective of acquiring, exploring, and, if warranted and feasible, developing natural resource
properties. Natural resource exploration and development requires significant capital and our assets and resources are limited.
Therefore, we participate in the natural resource industry through the optioning of natural resource exploration and development
projects.



Revenue - Cost of Revenue



We did not earn any revenues during the years
ended December 31, 2011 or 2010. We do not anticipate earning revenues until such time as we have entered into commercial production
of our mineral properties. We can provide no assurance that we will discover commercially exploitable levels of mineral resources
on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.



General and Administrative Expenses



The net loss in 2011 was $41,831 compared to
$28,791 in 2010. The increase in the loss of $13,040 in 2011 compared to 2010 is primarily related to the increase in professional
fees for the year ended December 31, 2011. Professional fees increases as a result of an increase in legal and accounting fees
related to the Company’s reverse stock split.



5.B. Liquidity and Capital Resources



We have members on our Board of Directors who
have complimentary experience in the natural resource industry. However, exploration activities of properties without any proven
reserves require a considerable amount of time and money, and the subsequent return on investment for our shareholders would be
long term. Should we make a finding of minerals on any of our properties we would consider our alternatives to such finding, including
the possibility of selling any findings to a major mining company. By selling its findings to another mining company, it would
provide an immediate return to our shareholders without the long time frame and cost of putting a mine into operation ourselves,
and it would also provide future capital for the company to continue operations.



During 2012 our operations were funded from
private placements. We do not have sufficient cash to fund our minimum obligations for the next twelve months. We expect to continue
to finance operations through the sale of equity, however, there is no guarantee that we will be successful in arranging financing
on acceptable terms.



The funding of our operations since inception
has come from the following sources:



On October 30, 2003, we closed a private placement
with six investors for the sale of 95,000 units, which generated gross proceeds to us of CDN $95,000. On January 28, 2004, we closed
a private placement with thirty-eight Canadian investors for the sale of 574 Common shares, for total gross proceeds of CDN $5,735.
Between March and August 2005 we received a total of $71,139 in proceeds from three separate bridge loans from three minority shareholders.
On June 16, 2006 we completed a sale of units of the Company for total proceeds of CDN $550,000 and during 2006 we received CDN
$56,250 from the exercise of 2,250 stock options.



On October 9, 2009 we received $50,000 CDN
in proceeds from the exercise of warrants.



On October 22, 2009 we received $50,000 CDN
in proceeds from the exercise of warrants.



18







In 2010, we had a cash inflow of $3,367 from
investing activities related to receipt of reclamation deposit on the South Vulture Property, and in 2009, we had no cash transactions
for investing activities.



On May 9, 2011, the Company entered into a
$20,000 loan agreement with a former related party. The loan bears interest at the Bank of Canada Prime Rate plus 1%. The borrower
may repay the entire loan including the outstanding interest at anytime by advising the lender of such intent to repay 15 days
prior to the anticipated date of repayment.



In 2012, the Company had a cash inflow of $35,564
from financing activities related to the issuance of common shares through private placements.



We had cash and cash equivalents of $10,845
as of December 31, 2012. We anticipate that we will incur through the end of our next fiscal year:



| | · | 250,000 in connection with exploration expenditures and acquisitions including $20,000 for property option payments.
| | - | --------------------------------------------------------------------------------------------------------------------



| | · | $95,000 for operating expenses, including working capital and general, administrative and professional legal and accounting expenses associated with being a reporting issuer under the Securities Exchange Act of 1934.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



At December 31, 2012, we had a working capital
deficit of $30,468. The resulting cash commitments related to the option agreement will not allow us to fund a minimum level of
operations for the next twelve months without additional funding.



We anticipate that
our cash requirements to carry out planned exploration of our property and to cover administrative costs will be approximately
$345,000 through December 31, 2013.We shall require additional funding for our minimum obligations under existing property
agreements, and to expand our operations. We anticipate that such funding will be in the form of equity financing from the sale
of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from
the sale of our common stock to fund additional phases of the exploration programs, should we decide to proceed. We believe that
debt financing will not be an alternative for funding any further phases in our exploration program. The risky nature of this enterprise
and lack of tangible assets places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate
debt until such time as an economically viable mine can be demonstrated. We do not have any arrangements in place for any future
equity financing.



Critical Accounting Estimates



The preparation of the Company's financial
statements requires management to make estimates and assumptions regarding future events. These estimates and assumptions affect
the reported amounts of certain assets and liabilities, and disclosure of contingent liabilities.



Significant areas requiring the use of management
estimates include the variables used in determining stock-based compensation and the loss on the settlement of the loans. These
estimates are based on management's best judgment. Factors that could affect these estimates include option term and expected volatility.



Management has made significant assumptions
and estimates determining the fair market value of stock-based compensation granted to employees and non-employees as well as determining
the fair market value of the share purchase warrants issued upon the settlement of the loans. These estimates have an effect on
the stock-based compensation and the loss on loan conversion expenses recognized and the additional paid-in capital balance on
the Company’s Balance Sheet. The value of each option award is estimated on the date of grant
using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the input of subjective assumptions,
including the expected term of the option award and stock price volatility. The expected term of options granted for the purposes
of the Black-Scholes calculation is the term of the award. Because our common stock has traded very little, the expected volatility
is based on comparable junior mining companies who granted similar term options. In addition, determining the fair value of our
shares requires management to consider factors that require other than share price since a public quotation of our shares is not
available. These estimates involve inherent uncertainties and the application of management judgment. An expected forfeiture rate
of nil was used in the recognition of the compensation and loss expenses for those options and warrants not yet vested. There were
no unvested options or warrants at December 31, 2012.



5.C. Research and Development, Patents
and Licenses, etc.



--- Not applicable ---



5.D. Trends.



--- No Disclosure Necessary
---



19







5.E. Off-Balance Sheet Arrangements.



We do not have any off balance sheet arrangements as of December
31, 2012 and December 31, 2011 or as of the date of this report.



5.F. Contractual Obligations.



The Company's contractual obligations at December 31, 2012, as expressed
in CDN dollars, are as follows:



In May 2012 the Company executed a property
option agreement in exchange for 50 million common shares. The Property Option Agreement gives the Company the right to acquire
a 100% interest in the property subject to a Net Smelter Royalty of 3%. For more information regarding the Property Option Agreement,
please refer to Note 4 of the Company’s audited financial statements for the fiscal year ended December 31, 2012 filed with
this Form 20-F.



At December 31, 2012, the Company also had
$20,805 in trade accounts payable. The balance is unsecured.



Recent Accounting Pronouncements Applicable
to US GAAP



None





ITEM 6. DIRECTORS, SENIOR MANAGEMENT,
AND EMPLOYEES



6.A. Directors and Senior Management



Table No. 4

Directors and Senior Management

April
23, 2013



|Name            |  | Position                                                     |  | Date of
First ElectionOr Appointment
|--------------- |  | ------------------------------------------------------------ |  | ------------------------------------
|                |  |                                                              |  |                                     
|Ken Williams(1) |  | Director, Chief Executive Officer,  President, and Secretary |  | December 1, 2012                    
|                |  |                                                              |  |                                     
|Robert Coale    |  | Director                                                     |  | September 12, 2008                  



| | (1) | Mr. Williams was appointed as Director, Chief Executive Officer, President Secretary effective December 1, 2012.
| | --- | ----------------------------------------------------------------------------------------------------------------



Our Directors hold office until the next annual
meeting of our shareholders or until their successors are duly elected and qualified. Set forth below is a summary description
of the principal occupation and business experience of each of our directors and executive officers.



Ken Williams, is a Geologist who has
been working in California exclusively on mine planning, permitting, and reclamation for the past 15 years for underground and
open pit mines.  Mr. Williams has successfully permitted approximately 150 million tons of industrial minerals and aggregates
as well as gold producing properties.  He has over 15 years experience in exploration, consulting, and laboratory dealing
with exploration projects in Canada and the United States focusing on industrial minerals, precious metals, and base metal projects. 
Mr. Williams' laboratory experience includes processing samples for Uranium-Lead Isotopes, processing samples for X-Ray Diffraction
(XRD), and Induced Coupling Mass Spectrometry, (ICP-MS).



Mr. Williams has held Series 7, 63 and 65 as
a Registered Representative in the US with an emphasis on mining and commodity companies for Global Resource Investments, Prudential
Securities and Citigroup (formerly Calfed Bank). Mr. Williams worked for Altius Minerals, Diadem Resources and Southern Gold Resources
in various exploration roles and is currently engaged as a Geologist in Jackson, California.



Mr. Williams holds a B.Sc. (Hons) Geology and
Geochemistry.



20







Robert Coale, has been a Director of
Rush Exploration Inc. since September 2008. Currently Mr. Coale is the President and Director of Patriot Gold Corp., as well as
Director of Giant Oil and Gas Inc.; all of which are publicly traded exploration companies. He is also technical advisor to Premium
Exploration, Inc. and a past Director of American Goldfields Inc. and Franciso Gold Corporation. He is a Professional Engineer
with two engineering degrees (1963 - MetE. - Colorado School of Mines, 1971 - MSc. - University of the Witwatersrand in South Africa)
and an MBA from the University of Minnesota (1982) and has over 45 years of resource related business and management experience.   Mr.
Coale is currently an independent consulting engineer specializing in mineral processing and natural gas fueling systems including
development of projects for converting low-grade or stranded natural gas sources into liquefied natural gas.



We are not aware of any material legal proceedings
that have occurred within the past five years concerning any director, director nominee, or control person which involved a criminal
conviction, a pending criminal proceeding, a pending or concluded administrative or civil proceeding limiting one's participation
in the securities or banking industries, or a finding of securities or commodities law violations.



There are no family relationships between any
Directors or Senior Management.



There are no arrangements or understandings
with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a Director
or member of senior management.



6.B. Compensation



Cash Compensation



Our Officer or Directors have not received
or earned any compensation or bonus for services rendered in 2012 or 2011.



We do not maintain key-man life insurance for
our Executive Officer or Directors.



Table No. 5

Outstanding
Equity Awards as at December 31, 2012



|Name               |  | NumberofOptionsGranted |     | ExercisePriceperOption |  | GrantDate |       | ExpirationDate |  | Mkt. Value ofSecuritiesUnderlyingOptions onDate ofGrant |         | Number ofSecuritiesUnderlyingUnexercisedOptions,Exercisable |  | Number ofSecuritiesUnderlyingUnexercisedOptions,Unexercisable |          | GrantDate FairValue ofStockOptions(1)
|------------------ |  | ---------------------- | --- | ---------------------- |  | --------- | ----- | -------------- |  | ------------------------------------------------------- | ------- | ----------------------------------------------------------- |  | ------------------------------------------------------------- | -------- | -------------------------------------
|Ken Williams(5)    |  |                        | Nil |                        |  |           | –     |                |  |                                                         | –       |                                                             |  |                                                               | –        |                                      
|Robert Coale(1)(2) |  |                        | 250 |                        |  | $         | 25.00 |                |  |                                                         | 11/1/05 |                                                             |  |                                                               | 11/28/15 |                                      
|Keith Diakiw (4)   |  |                        | Nil |                        |  |           | –     |                |  |                                                         | –       |                                                             |  |                                                               | –        |                                      
|Ron Daems (3)      |  |                        | Nil |                        |  |           | –     |                |  |                                                         | –       |                                                             |  |                                                               | –        |                                      



(1) The figures in this column represent the
grant date fair value of stock option grants as determined using the Black-Scholes model. For more information regarding the assumptions
used to value stock option grants, please refer to note 7(b) of the Company’s audited financial statements for the fiscal
year ended December 31, 2012 filed with this Form 20-F.



(2) Mr. Coale was granted 1,000 options November
1, 2005. 500 options vested immediately and 500 vested November 1, 2006. On July 1, 2006, 750 options were canceled. Mr. Coale
was appointed to the Board of Directors on September 12, 2008.



(3) Mr. Daems resigned from the Board of Directors
on July 2 2012.



(4) Mr. Diakiw resigned from the Board of Directors
on December 1, 2012.



(5) Mr. Williams was appointed Director, Chief
Executive Officer, President, Treasurer and Secretary on December 1, 2012.



No stock options were granted to our Officer
or Directors in 2012 or 2011. No Officer or Director has ever exercised stock options granted to them by the Company.



21







Change of Control Remuneration.



The Company had no plans or arrangements in
respect of remuneration received or that may be received by Executive Officers of the Company in Fiscal 2012 to compensate such
officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities
following a change of control.



6.C. Board Practices





6.C.1. Terms of Office.



Refer to ITEM 6.A.1.



6.C.2. Directors’ Service Contracts.



There are no Directors with service contracts.



6.C.3. Board of Director Committees.



The Audit Committee oversees the accounting
and financial reporting processes of the Company and all audits and external reviews of the financial statements of the Company
on behalf of the Board, and has general responsibility for oversight of internal controls, accounting and auditing activities of
the Company.



The Board of Directors is empowered to appoint
an Audit Committee for the Corporation. Currently the Board of Directors functions as the Audit Committee. The Committee reviews,
on a continuous basis, any reports prepared by the Company's external auditors relating to the Company's accounting policies and
procedures, as well as internal control procedures and systems. The Committee is also responsible for examining all financial information,
including annual financial statements, prepared for securities commissions and similar regulatory bodies prior to filing or delivery
of the same. The Audit Committee also oversees the annual audit process, the Company's internal accounting controls, any complaints
and concerns regarding accounting, internal controls or auditing matters and the resolution of issues identified by the Company's
external auditors. The Audit Committee recommends to the Board the firm of independent auditors to be nominated for appointment
by the shareholders and the compensation of the auditors. The Audit Committee meets on an as needed basis.



6.D. Employees



We have no employees at this time. We utilize
outside contractors where possible, and rely on the industry expertise of management and our Board of Directors. These contractors
will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information
derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized
material. No member of our management team is presently employed by us. We do not foresee any significant changes in the number
of employees or consultants we will have over the next twelve months, unless the growth of our business demands it.



6.E. Share Ownership



The table below indicates as of April 23, 2013,
the ownership of outstanding shares of the Company held by each of our officers and directors.  Information relating
to ownership of common shares by officers and directors is based upon information furnished by each person.



The percentages below are calculated based
on 86,266,152 shares of common stock issued and outstanding as of April 23, 2013.



22







Table No. 6

Shareholdings of Directors and Senior Management



|Officers and Directors |  | Number of 
Shares |     | Percentage

Owned
|---------------------- |  | ----------------- | --- | -----------------
|Ken Williams(4)        |  |                   | –   |                  
|Keith Diakiw(3)        |  |                   | –   |                  
|Robert Coale (1)       |  |                   | 250 | *                
|Ron Daems (2)          |  |                   | –   |                  



*  Less than 1%



| | (1) | Mr. Coale holds 250 vested options to acquire common shares of the Company exercisable at $25.00 CDN per share which expire November 28, 2015.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Mr. Daems resigned from the Board of Directors on July 2 2012.
| | --- | --------------------------------------------------------------



| | (3) | Mr. Diakiw resigned from the Board of Directors on December 1, 2012.
| | --- | --------------------------------------------------------------------



| | (4) | Mr. Williams was appointed Director, Chief Executive Officer, President, Treasurer and Secretary on December 1, 2012.
| | --- | ---------------------------------------------------------------------------------------------------------------------



Stock Options.



The terms of options grantable by the Company
are done at the discretion of the Board of Directors of the Company or a committee established by the Board of Directors, including
the number of common shares under option, the exercise price and expiry date of such options and any amendments thereto. The Company
adopted a formal written stock option plan (the "Plan") on June 24, 2005.



Such “terms and conditions”, including
the pricing of the options, expiry and the eligibility of personnel for such stock options; and are described below.



The principal purposes of the Company’s
stock option program are to (a) promote a proprietary interest in the Company among the officers, directors, employees and consultants
of the Company, (b) retain and attract the qualified officers, directors, employees and consultants the Company requires, (c) provide
a long-term incentive element in overall compensation, and (d) promote the long-term profitability of the Company.



The Plan provides that stock options may be
granted to Officers, Directors, employees, consultants and agents of the Corporation (whether or not employees of the Company).
Subject to the foregoing, the Board of Directors or Committee, as applicable, shall have full and final authority to determine
the persons who are to be granted options under the Plan and the number of shares subject to each option.



The Plan shall be administered by the Board
of Directors of the Company or a committee established by the Board of Directors for that purpose. Subject to approval of the granting
of options by the Board of Directors or Committee, as applicable, the Company shall grant options under the Plan.



The Plan provides that the aggregate number
of shares of the Company, which may be issued and sold under the Plan, will not exceed 50,000. The Company shall not, upon the
exercise of any option, be required to issue or deliver any shares prior to (a) the admission of such shares to listing on any
stock exchange on which the Company’s shares may them be listed, and (b) the completion of such registration or other qualification
of such shares under any law, rules or regulation as the Company shall determine to be necessary or advisable. If any shares cannot
be issued to any optionee for whatever reason, the obligation of the Company to issue such shares shall terminate and any option
exercise price paid to the Company shall be returned to the optionee.



If a stock option expires or otherwise terminates
for any reason without having been exercised in full, the number of common shares reserved for issuance under that expired or terminated
stock option shall again be available for the purposes of the Plan. The Plan provides that it is solely within the discretion of
the Board to determine who should receive stock options and in what amounts, subject to the following conditions:



| | (a) | options will be non-assignable and non-transferable;
| | --- | ----------------------------------------------------



| | (b) | options may be exercisable for a maximum of ten years from grant date;
| | --- | ----------------------------------------------------------------------

23







| | (c) | options to acquire no more than 5% of the issued shares of the Company under the Plan together
with any other options for services may be granted to any one individual in any 12-month period;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(d)        options
to acquire no more than 10% of the issued shares of the Company may be granted to any 	insiders in any 12-month period;



| | (e) | the issuance of shares to insiders of the Company may not exceed 10% of the issued and outstanding
shares within a one year period;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------



| | (f) | the issuance of shares to an insider of the Company and his or her associates under the Plan and
all other compensation arrangements, within a one year period, may not exceed 5% of the issued and outstanding shares;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (g) | unless otherwise determined by the Board of Directors of the Company or a committee established
by the Board of Directors , all vested options expire immediately, provided that the Board of Directors of the Company or a committee
established by the Board of Directors may, in its sole and absolute discretion, within thirty (30) days of such termination or
voluntary termination, waive the expiration of any Option awarded under the Plan, by giving written notice of such waiver to the
Optionee at such Optionee's last known address;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (h) | if an Option Holder ceases to be employed by, or ceases to have a relationship with, the Company
by reason of disability or death, any Option granted which remains unexercised at the time of termination shall become fully vested
and exercisable and shall expire not later than one (1) year thereafter;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | If the Option Holder ceases to be employed by, or ceases to have a relationship with the Company
by reason of Retirement, any Option granted which remains unexercised at the time of such Retirement shall become fully vested
and exercisable and shall expire not later than three (3) months thereafter. During such period and prior to the expiration of
the Option by its terms, such Option may be exercised by the Option Holder, and except as so exercised, shall expire at the end
of such relevant period unless such Option by its terms expires before such date. The decision as to whether a termination is by
reason of Retirement shall be made by the Board of Directors of the Company or a committee established by the Board of Directors,
whose decision shall be final and conclusive.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Plan provides that other terms and conditions
may be attached to a particular stock option, such terms and conditions to be referred to in a schedule attached to the option
certificate. Stock options granted to directors, senior officers, employees or consultants will vest as may be determined by the
Board of Directors of the Company or a committee established by the Board of Directors.



The price at which an option holder may purchase
a common share upon the exercise of a stock option will be as set forth in the option certificate issued in respect of such option
and in default of any specific determination will not be less than the market price of the Company’s common shares as of
the date of the grant of the stock option (the “Award Date”). The market price of the Company’s common shares
for a particular Award Date will typically be the closing trading price of the Company’s common shares on the day immediately
preceding the Award Date, or otherwise in accordance with the terms of the Plan. Where there is no such closing price or trade
on the prior trading day “market price” shall mean the average of the most recent bid and ask of the shares of the
Company on any stock exchange on which the shares are listed or dealing network on which the shares of the Company trade.



Common shares will not be issued pursuant to
stock options granted under the Plan until they have been fully paid for by the option holder, if applicable.



The names and titles of the Directors/Executive
Officers of the Company to whom outstanding stock options have been granted and the number of common shares subject to such options
are set forth in Table No. 5 as of December 31, 2012.





ITEM 7. MAJOR SHAREHOLDERS AND RELATED
PARTY TRANSACTIONS



7.A. Major Shareholders.



7.A.1.a. Holdings By Major Shareholders.



The Company has one shareholder who beneficially
owns more than 5% of the issued shares. As of April 23, 2012, Knight Resources beneficially owns an aggregate 50,000,000 shares,
or 58% of the common shares.



24







7.A.1.b. Significant Changes in Major
Shareholders’ Holdings.



On May 26, 2012, the Company entered into a
Property Option Agreement whereby 50,000,000 common shares, representing 58% of the Company's outstanding shares at December 31,
2012, were issued as consideration for entering into a property option agreement pursuant to the terms and conditions outlined
therein. For more information regarding the Property Option Agreement, please refer to Note 4 of the Company’s audited financial
statements for the fiscal year ended December 31, 2012 filed with this Form 20-F.



7.A.1.c. Different Voting Rights.



The Company’s major shareholders do not
have different voting rights.



7.A.2. Share Ownership.



On April 23, 2013, the Company had sixty (60)
registered shareholders holding 86,266,152 common shares. Of these, there were no registered shares held by individuals with United
States addresses.



7.A.4. Change of Control of Company Arrangements.



There are no arrangements, known to the Company,
the operation of which may at a subsequent date result in a change in control of the Company.



7.B. Related Party Transactions



On May 11, 2011, the Company entered into a
$20,000 Note Agreement with a former related party by common directors. The loan bears interest at the Bank of Canada Prime Rate
plus 1%. The Company may repay the entire loan including the outstanding interest at anytime by advising the lender of such intent
to repay 15 days prior to the anticipated date of repayment.



Shareholder Loans



There are no loans to shareholders as of December 31, 2012 and 2011,
respectively.



Amounts Owing to Senior Management/Directors



At December 31, 2012 and 2011, no amounts were
owed to senior management or Directors. There have been no transactions since inception, or proposed transactions, which have materially
affected or will materially affect the Company in which any Director, Executive Officer, or beneficial holder of more than 5% of
the outstanding common shares, or any of their respective relatives, spouses, associates or affiliates has had or will have any
direct or material indirect interest. Management believes the transactions referenced above were on terms at least as favorable
to the Company as the Company could have obtained from unaffiliated parties.



7.C. Interests of Experts and Counsel



--- Not applicable ---



ITEM 8. FINANCIAL INFORMATION



8.A. Statements and Other Financial Information



The Company's financial statements are stated
in Canadian Dollars (CDN$) and are prepared in accordance with US GAAP. For the year ended December 31, 2011 the Company converted
from Accounting Principles Generally Accepted in Canada (Canadian GAAP) to Accounting Principles Generally Accepted in the United
States (US GAAP). Effective January 1, 2011 Canadian filers were required to transition from Canadian GAAP to International Financial
Reporting Standards (IFRS) or US GAAP. The Company chose to report their financial statements under US GAAP.



The financial statements as required under
ITEM 18 are attached hereto and found immediately following the text of this Annual Report. The audit reports of Peterson Sullivan
LLP are included herein immediately preceding the financial statements.



25







Audited Financial Statements:



Fiscal years ended December 31, 2012 and 2011.



8.A.7. Legal/Arbitration Proceedings



The Directors and the management of the Company
do not know of any material, active or pending, legal proceedings against them; nor is the Company involved as a plaintiff in any
material proceeding or pending litigation.



The Directors and the management of the Company
know of no active or pending proceedings against anyone that might materially adversely affect an interest of the Company.



8.A.8. Policy on Dividend Distributions



The Company has never declared or paid a dividend
to its shareholders. The Company does not have any policy on dividend distributions.



8.B. Significant Changes



Not Applicable





ITEM 9. THE OFFER AND LISTING



9.C. Markets



The Company’s common stock trades over
the counter in the United States on the OTC Bulletin Board (OTCBB) under the symbol REXEF.OB and also trades on the OTCQB tier
of the electronic over-the-counter marketplace operated by OTC Markets Group, Inc. under the symbol REXEF.





ITEM 10. ADDITIONAL INFORMATION



10.A. Share Capital



--- Not applicable ---



10.B. Memorandum and Articles of Association



Corporate Registration



The Company’s Articles of Incorporation
were filed with the Director under the Canada Business Corporations Act on August 12, 2003.



Objects and Purposes



The Company’s Articles of Continuance
do not specify any specific objects or purposes for the corporation.  Under the Canada Business Corporations Act, a corporation
has all the legal powers of a natural person. Corporations may not undertake certain limited business activities such as operating
as a trust company or railroad without alterations to its form of articles and specific government consent.



Powers of Directors



Under the Company's Articles and Bylaws, the
Board of Directors has the authority, without further action by the holders of the outstanding Common Shares, to issue preferred
shares from time to time in one or more series, to fix the number of shares constituting any series, and to fix the terms of any
such series, including dividend rights, dividend rates, conversion or exchange rights, voting rights, rights and terms of redemption
(including sinking fund provisions), the redemption price and the liquidation preference or such series.



26







The Company’s Articles and Bylaws provide
that the Board of Directors may, from time to time, with or without the  authority or the  authorization  of
the shareholders, in such amounts and on such terms as it deems expedient, cause the Company to:



(a) borrow money upon the credit of the Company,
including by way of overdraft;



(b) issue, re-issue, sell or pledge bonds,
debentures, notes or other evidences of indebtedness of the Company, whether secured or unsecured;



(c) give a guarantee to secure performance
of any obligation to any person; or



(d) charge, mortgage, hypothecate, pledge or
otherwise create a security interest in the undertaking of the Company or in all or any of the currently owned or subsequently
acquired property and assets of the Company, including without limiting the generality of the foregoing, real and personal property,
movable and immovable property, tangible and intangible assets, book debts, rights, powers and franchise, to secure any present
or future obligation of the Company.



The Board may from time to time delegate to
a committee, to a Director, or to an Officer of the Company all or any of the powers conferred on the Board by law
or the Bylaws to such extent and in such manner as the Board from time to time determines.



There are no age limit requirements pertaining
to the retirement or non-retirement of directors and a director need not be a shareholder of the Company.



The Company does not have any compensation
agreements with the Board of Directors, however the Company may reimburse each director for the reasonable expenses that he or
she may incur in or about the business of the Company. If any director performs any professional or other services for the Company
that in the opinion of the directors is outside the ordinary duties of a director, or if any director is otherwise specially occupied
in or about the Company’s business, he or she may be paid either in addition to or substitution for any other remuneration
they may be entitled to receive.



The Company's Bylaws require the Company to
indemnify all directors and officers of the Company, a former director or officer of the Company or any other individual who acts
or acted at the Company's request as a director or officer, or an individual acting in a similar

capacity.



Action Necessary to Change Rights of Shareholders



Under the Company's Articles, the Board of
Directors has the authority, without further action by the holders of the outstanding Common Shares, to issue preferred shares
from time to time in one or more series, to fix the number of shares constituting any series, and to fix the terms of any such
series, including dividend rights, dividend rates, conversion or exchange rights, voting rights, rights and terms of redemption
(including sinking fund provisions), the redemption price and the liquidation preference or such series.



There are no limitations upon the rights to
own securities.



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



There is no special ownership threshold above
which an ownership position must be disclosed.



A copy of the Company’s Articles has
been filed as an exhibit to the Company’s Registration Statement.



Manner of Convening Annual and Special Meetings
of Shareholders



Annual and special meetings of the shareholders
may be called by the Board of Directors.  Notice of a shareholder meeting shall be given not less than 21 days and not
more than 60 days prior to the date of such meeting to each Director, the auditor of the Company, and each shareholder of record
entitled to vote at the meeting.  A quorum for any shareholder meeting shall be persons present not being less than two
in number and holding or representing by proxy not less than 5% of the total number of issued shares entitled to vote at the meeting.



27







Limitations on Rights to Own, Hold or Vote
Securities



There are currently no limitations of general
application imposed by Canadian federal or provincial laws on the rights of non-residents of Canada to hold or vote the Company's
common shares.  There are also no such limitations imposed by the articles of incorporation with respect to the Company's
common shares.  There are, however, certain requirements on the acquisition of control of the Company’s securities
by non-residents of Canada.  The Investment Canada Act requires notification to and, in certain cases, advance
review and approval by, the Government of Canada, of the acquisition by a “non-Canadian” of “control” of
a “Canadian business”, all as defined in the Investment Canada Act.  Generally speaking, in order
for an acquisition to be subject to advance review and approval, the asset value of the Canadian business being acquired must meet
or exceed certain monetary thresholds.



Description of Securities



The holders of the Company’s Common shares
are entitled to receive notice of, and attend and vote at all, meetings of shareholders. Currently, there are no specific rights,
preferences and restrictions attaching to the Company’s preferred shares. The Company may issue preferred shares in one or
more series and, pursuant to Schedule A to the Company’s Articles of Incorporation, the directors may, by majority resolution,
alter the Articles of Incorporation to create, define and attach rights and restrictions to the shares of each series.



Pursuant to Section 12 of the Company’s
By-Laws, the quorum at meetings of the Company’s shareholders shall be constituted by the presence of two shareholders entitled
to vote at any such meeting holding or representing by proxy not less than one-twentieth of the shares entitled to be voted at
such meeting.



There are no limitations on the rights of non-resident
or foreign shareholders to hold or exercise voting rights on the securities of the Company imposed by foreign law or by the Articles
of Incorporation or any other constituent document of the Company.



10.C. Material Contracts



During the year ended December 31, 2012 and
subsequent to that date, we entered into the following material contracts:



On May 26, 2012 the Company executed a Property
Option Agreement (the “Agreement”) in exchange for consideration of 50 million common shares. The Agreement gives the
Company the right to acquire a 100% interest in a mineral property subject to a Net Smelter Royalty of 3%. For more information
regarding the Agreement, please refer to Note 4 of the Company’s audited financial statements for the fiscal year ended December
31, 2012 filed with this Form 20-F.



10.D. Exchange Controls



There are no government laws, decrees or regulations
in Canada which restrict the export or import of capital or subject to the following sentence which affect the remittance of dividends
or other payments to nonresident holders of our common shares. However, any such remittance to a resident of the United States
is generally subject to non-resident tax pursuant to Article X of the 1980 Canada-United States Income Tax Convention. See “Material
Income Tax Considerations” above for additional discussion on tax matters.



There are currently no limitations of general
application imposed by Canadian federal or provincial laws on the rights of non-residents of Canada to hold or vote our common
shares. There are also no such limitations imposed by the Articles of Incorporation with respect to our common shares. There are,
however, certain requirements on the acquisition of control of our securities by non-residents of Canada. The Investment Canada
Act requires notification to and, in certain cases, advance review and approval by, the Government of Canada, of the acquisition
by a “non-Canadian” of “control” of a “Canadian business”, all as defined in the Investment
Canada Act. Generally speaking, in order for an acquisition to be subject to advance review and approval, the asset value of the
Canadian business being acquired must meet or exceed certain monetary thresholds.



10.E. Taxation



NOTHING HEREIN SHOULD BE RELIED UPON, INTERPRETED
AS LEGAL OR TAX ADVICE AND SHAREHOLDERS SHOULD CONSULT WITH HIS OR HER OWN ATTORNEY, ACCOUNTANT AND OTHER PROFESSIONAL ADVISORS
ABOUT THE TAX CONSEQUENCES.  THE DISCUSSION IS PRESENTED FOR INFORMATION PURPOSES ONLY AND IS INTENDED TO BE A DISCUSSION
PRIMARILY OF THE CANADIAN AND UNITED STATES INCOME TAX CONSEQUENCES.  EACH SHAREHOLDER IS URGED TO CONSULT WITH HIS PROFESSIONAL
TAX ADVISER WITH RESPECT TO ALL FEDERAL, PROVINCIAL, STATE AND LOCAL INCOME TAXES, GIFT, ESTATE AND OTHER TAX CONSEQUENCES IN THE
UNITED STATES AND CANADA.  THE TAX AND OTHER MATTERS DESCRIBED HEREIN DO NOT CONSTITUTE, AND SHOULD NOT BE CONSIDERED AS,
LEGAL OR TAX ADVICE TO SHAREHOLDERS.



28







Canadian Federal Income Tax Considerations



The following is a brief summary of some of
the principal Canadian federal income tax consequences to a holder of common shares of the Company (a "U.S. Holder")
who deals at arm's length with the Company, holds the shares as capital property and who is, for the purposes of the Income Tax
Act (Canada) (the "Act") and the Canada – United States Income Tax Convention (the "Treaty"), at all
relevant times a resident in the United States, and is not deemed to be resident in Canada and does not use or hold, and is not
deemed to use or hold, the shares in carrying on a business in Canada. Special rules, which are not discussed below, may apply
to a U.S. Holder that is an insurer that carries on business in Canada and elsewhere.



Under the Act and the Treaty, a U.S. Holder
of common shares will generally be subject to a 15% withholding tax on dividends paid or credited or deemed by the Act to have
been paid or credited on such shares. The withholding tax rate is 5% where the U.S. Holder is a corporation that beneficially owns
at least 10% of the voting shares of the Company and the dividends may be exempt from such withholding in the case of some U.S.
Holders such as qualifying pension funds and charities.



In general, a U.S. Holder will not be subject
to Canadian income tax on capital gains arising on the disposition of shares of the Company unless (i) at any time in the five-year
period immediately preceding the disposition, 25% or more of the shares of any class or series of the capital stock of the Company
was owned by (or was under option of or subject to an interest of) the U.S. holder, persons with whom the U.S. holder did not deal
at arm's length, or the U.S holder, together with such persons and (ii) the value of the common shares of the Company at the time
of the disposition derives principally from real property (as defined in the Treaty) situated in Canada. For this purpose, the
Treaty defines real property situated in Canada to include rights to explore for or exploit mineral deposits and other natural
resources situated in Canada, rights to amounts computed by reference to the amount or value of production from such resources,
certain other rights in respect of natural resources situated in Canada and shares of a corporation the value of whose shares is
derived principally from real property situated in Canada.



A U.S. Holder who is subject to Canadian income
tax in respect of a capital gain realized on a disposition of a common share must include one-half of the capital gain (taxable
capital gain) in computing the Holder's taxable income earned in Canada. The Holder may, subject to certain limitations, deduct
one-half of any capital loss (allowable capital loss) arising on a disposition of taxable Canadian property from taxable capital
gains realized in the year of disposition in respect of taxable Canadian property and, to the extent not so deductible, from such
taxable capital gains realized in any of the three preceding years or any subsequent year.



United States Taxation



For federal income tax purposes, an individual
who is a citizen or resident of the United States or a domestic corporation ("U.S. Taxpayer") will recognize a gain or
loss on the sale of the Company's common shares equal to the difference between the proceeds from such sale and the adjusted tax
basis of the common shares. The gain or loss will be a capital gain or capital loss if the Company's common shares are a capital
asset in U.S. Taxpayer's hands.



For federal income tax purposes, a U.S. Taxpayer
will be required to include in gross income dividends received on the Company's common shares. A U.S. Taxpayer who pays Canadian
tax on a dividend on common shares will be entitled, subject to certain limitations, to a credit (or alternatively, a deduction)
against federal income tax liability. A domestic corporation that owns at least 10% of the voting shares should consult its tax
advisor as to applicability of the deemed paid foreign tax credit with respect to dividends paid on the Company's common shares.



Under a number of circumstances, a United States
Investor acquiring shares of the Company may be required to file an information return with the Internal Revenue Service Center
where they are required to file their tax returns with a duplicate copy to the Internal Revenue Service Center, Philadelphia, PA
19255. In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of the shares of
the Company will be required to file such a return. Other filing requirements may apply and United States Investors should consult
their own tax advisors concerning these requirements.



The US Internal Revenue Code provides special
anti-deferral rules regarding certain distributions received by US persons with respect to, and sales and other dispositions (including
pledges) of stock of, a passive foreign investment company. A foreign corporation, such as the Company, will be treated as a passive
foreign investment company if 75% or more of its gross income is passive income for a taxable year or if the average percentage
of its assets (by value) that produce, or are held for the production of, passive income is at least 50% for a taxable year. The
Company believes that it may be a passive foreign investment company for the taxable year ended December 31, 2012. Individual investors
should consult with there own tax advisors regarding the tax implications in their own situation.



10.F. Dividends and Paying Agents



--- Not applicable ---



29







10.G. Statement by Experts



--- Not applicable ---



10.H. Documents on Display



We are subject to the periodic reporting and
other informational requirements of the Exchange Act. Under the Exchange Act, we are required to file reports and other information
with the SEC. Specifically, we are required to file annually a Form 20-F annual report no later than four months after the close
of each fiscal year, which is December 31. Copies of reports and other information, when so filed, may be inspected without charge
and may be obtained at prescribed rates at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580,
Washington, D.C. 20549. The public may obtain information regarding the Washington, D.C. Public Reference Room by calling the SEC
at 1-800-SEC-0330. The SEC also maintains a web site at www.sec.gov that contains reports, proxy and information statements, and
other information regarding registrants that make electronic filings with the SEC using its EDGAR system. As a foreign private
issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy
statements, and officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions
contained in Section 16 of the Exchange Act.



The Company is not required to file reports
and other information with any securities commissions in Canada.





ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK



FOREIGN CURRENCY EXCHANGE RATE SENSITIVITY



The Company's operating expenses and liabilities are primarily incurred
in Canadian dollars.



To the extent the Company engages in transactions
in US dollars, the results of the Company’s operations are subject to currency transaction risk and currency translation
risk. The operating results and financial position of the Company are reported in Canadian dollars in the Company’s financial
statements. The fluctuation of the US dollar in relation to the Canadian dollar will consequently have an impact upon the operations
of the Company and may also affect the value of the Company’s assets and the amount of shareholders’ equity.



The Company’s functional currency is
the Canadian dollar and its expenses are predominantly incurred in Canadian dollars. The Company incurs a relatively small portion
of its expenses in U.S. dollars.



The Company has not entered into any agreements
or purchased any instruments to hedge possible currency risks at this time.



INTEREST RATE SENSITIVITY



The Company currently has no significant long-term
or short-term debt requiring interest payments. Thus, the Company has not entered into any agreement or purchased any instrument
to hedge against possible interest rate risks at this time.



The Company's interest earning investments
are primarily short-term, or can be held to maturity, and thus, any reductions in carrying values due to future interest rate declines
are believed to be immaterial. However, as the Company has a significant cash or near-cash position, which is invested in such
instruments, reductions in interest rates will reduce the interest income from these investments.





ITEM 12. DESCRIPTION OF SECURITIES OTHER
THAN EQUITY SECURITIES



12.A. Debt Securities



The Company has no debt securities outstanding.



12.B. Warrants and Rights



We have warrants outstanding to purchase an
aggregate of 226,634 common shares. The following table lists the warrants outstanding at December 31, 2012. Each warrant is exchangeable
for one common share. The warrants are non-transferable and provide for a cashless exercise option.



30







|Class | Number Outstanding | Number Vested | Exercise Price | Original Expiry Date | New Expiry Date (Note 7(a))
|----- | ------------------ | ------------- | -------------- | -------------------- | ---------------------------
|B     | 95,000             | 95,000        | $146.00        | Oct 30, 2011         | Oct 30, 2013               
|C     | 95,000             | 95,000        | $152.00        | Oct 30, 2012         | Oct 30, 2014               
|A     | 7,317              | 7,317         | $25.00         | Jan 27, 2011         | Jan 27, 2013               
|B     | 7,317              | 7,317         | $50.00         | Jan 27, 2012         | Jan 27, 2014               
|A     | 11,000             | 11,000        | $100.00        | Jun 16, 2011         | Jun 16, 2014               
|B     | 11,000             | 11,000        | $150.00        | Jun 16, 2012         | Jun 16, 2015               
|      | 226,634            | 226,634       |                |                      |                            



We have the right, in our sole and absolute
discretion, to (i) accelerate the exercise date of the warrants to a date which is prior to the date the warrants can be exercised
and /or (ii) reduce the exercise price. If we exercise our right to do so, we shall provide notice thereof to the warrant holder.



On May 13, 2010, pursuant to new letter agreements
with certain warrant holders, the warrant vesting dates was further extended from April 30, 2010 to April 30, 2011 with respect
to the Class B Warrants and from October 30, 2010 to October 30, 2011 with respect to the Class C Warrants. In addition, the warrant
expiration date has been extended from October 30, 2010 to October 30, 2012 with respect to the Class A Warrants, from October
30, 2011 to October 30, 2013 with respect to the Class B Warrants and from October 30, 2012 to October 30, 2014 with respect to
the Class C Warrants.



On May 13, 2010, pursuant to new letter agreements
with certain warrant holders, the warrant vesting date was extended from June 16, 2011 to June 16, 2014 with respect to the Class
A Warrants and from June 16, 2012 to June 16, 2015 with respect to the Class B Warrants.



On May 12, 2011, pursuant to new letter agreements
with certain warrant holders, the warrant vesting date was extended from January 27, 2011 to January 27, 2013 with respect to the
Class A Warrants and from January 27, 2012 to January 27, 2014 with respect to the Class B Warrants.



12.C. Other Securities



--- Not applicable ---



12.D. American Depository Shares



--- Not applicable ---



31







PART II



ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES



There have been no defaults, dividend arrearages or delinquencies.





ITEM 14. MATERIAL MODIFICATIONS TO THE
RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS



There have been no modifications to securities
of any class of the Company.





ITEM 15. CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



Our management, under supervision and with
the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our disclosure
controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based upon this evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that, as of December 31, 2012, our disclosure controls and procedures were effective.



Disclosure controls and procedures are controls
and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under
the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities
and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated
to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.



Management’s Report on Internal Controls
over Financial Reporting



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.



All internal control systems, no matter how
well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined
to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation
and presentation. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls
become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.



Management assessed the effectiveness of the
Company’s internal control over financial reporting as of December 31, 2012. Based on its assessment, management concluded
that, as of December 31, 2012, the Company’s internal control over financial reporting was effective.



As defined by Auditing Standard No. 5, “An
Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence
Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board (“PCAOB”), a material
weakness is a deficiency or combination of deficiencies that results in more than a remote likelihood that a material misstatement
of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above,
management concluded the Company does not have control deficiencies that represent material weaknesses as of December 31, 2012.



Attestation Report of Registered Public
Accounting Firm



This annual report does not include an attestation
report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant
to permanent rules of the SEC that permit the Company to provide only management’s report in this annual report.



32







Changes in Internal Controls over Financial
Reporting



As of December 31, 2012, Management assessed
the effectiveness of our internal control over financial reporting and based on that evaluation, they concluded that from January
1, 2012 through December 31, 2012 and to date, the internal controls and procedures were effective. During the course of their
evaluation, we did not discover any fraud involving management or any other personnel who play a significant role in our disclosure
controls and procedures or internal controls over financial reporting.



We believe that our financial statements contained
in our Form 20-F for the twelve months ended December 31, 2012, fairly present our financial position, results of operations and
cash flows for the years covered thereby in all material respects. We are committed to improving our financial organization. We
will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over
financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or
improvements as necessary.



ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT



The Board of Directors is empowered to appoint
an Audit Committee for the Corporation. Currently the Board of Directors functions as the Audit Committee. We believe that the
Board of Directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls
and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as an
“audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances
given the early stages of our development and the fact that we have not generated revenues to date.



ITEM 16B. CODE OF ETHICS



The Company has adopted a Code of Ethics that
applies to the Company's Principal Executive Officer, Principal Financial Officer, Principal Accounting
Officer or Controller, persons performing similar functions and other officers of the Company. A copy of the Code of Ethics can
be obtained from the Company by making a request in writing addressed to the Corporate Secretary and mailing such request to 11215
Jasper Avenue, Suite 505, Edmonton, Alberta T5K 0L5.



The Code of Ethics was adopted on March 6, 2006.



Item 16C. PRINCIPAL ACCOUNTING FEES AND SERVICES



The Audit Committee is directly responsible
for the appointment, compensation and oversight of auditors; the Audit Committee has in place procedures for receiving complaints
and concerns about accounting and auditing matters; and has the authority and the funding to engage independent counsel and other
outside advisors.



The Audit Committee may delegate to one or
more designated members of the Audit Committee the authority to grant pre-approvals required by this policy / procedure. The decisions
of any Audit Committee member to whom authority is delegated to pre-approve a service shall be presented to the full Audit Committee
at its next scheduled meeting.



Fees, including reimbursements for expenses,
for professional services rendered by Peterson Sullivan LLP in 2012 and 2011 were:



|Fiscal Year ended December 31Principal Accountant Fees and Services |  |   | Fiscal year2012 |  |  |   | Fiscal year2011 | 
|------------------------------------------------------------------- |  | - | --------------- |  |  | - | --------------- | 
|Audit Fees                                                          |  | $ | 11,000          |  |  | $ | 15,000          | 
|Audit related fees                                                  |  | $ |                 |  |  | $ | Nil             | 
|Tax Fees                                                            |  | $ |                 |  |  | $ | Nil             | 
|All other fees                                                      |  | $ |                 |  |  | $ | Nil             | 
|Total                                                               |  | $ | 11,000          |  |  | $ | 15,000          | 





ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
COMMITTEES



--- Not applicable ---



33







ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
AFFILIATED PURCHASERS



There have been no purchases of the Company's
common shares by the Company or affiliated purchasers during the period covered by this report.



ITEM 16F. Change in Registrant’s Certifying
Accountant



Effective March 1, 2012, the Company changed
its principal independent accountants, BDO Canada LLP (“BDO”). On such date, BDO was terminated from serving as the
Company’s independent registered public accounting firm and the Registrant retained Peterson Sullivan LLP, Certified Public
Accountants (“Peterson Sullivan”) as its principal independent accountants. The decision to change accountants was
approved by the Company’s Board of Directors.



The Termination of BDO, Chartered Accountants



BDO was the independent registered public accounting
firm for the Company from November 23, 2004 to March 1, 2012. None of BDO's reports on the Company’s financial statements
from November 23, 2004, 2003 until March 1, 2012 (a) contained an adverse opinion or disclaimer of opinion, or (b) was modified
as to uncertainty, audit scope, or accounting principles, or (c) contained any disagreements on any matters of accounting principles
or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction
of BDO, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. None
of the reportable events set forth in Item 304(a)(1)(v) of Regulation S-K occurred during the period in which BDO served as the
Company’s independent registered public accounting firm.



However, the report of BDO, dated July 15,
2011, on our financial statements as of and for the year ended December 31, 2010 contained an explanatory paragraph which noted
that there was substantial doubt as to our ability to continue as a going concern.



The Company provided BDO with a copy of this
disclosure and requested that BDO furnish it with a letter addressed to the U.S. Securities and Exchange Commission stating whether
it agrees with the above statements, and if not, stating the respects in which it does not agree. A copy of the letter from BDO
addressed to the Securities and Exchange Commission dated March 15, 2012 was filed as Exhibit 16.1 to the Registrant's Form 6-K
filed on March 28, 2012 and has been incorporated by reference as Exhibit 15.1 to this Form 20-F annual report.



The Engagement of Peterson Sullivan LLP,
Certified Public Accountants



Prior to March 1, 2012, the date that Peterson
Sullivan was retained as the principal independent accountants of the Company:



(1) The Company did not consult Peterson Sullivan
regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company’s financial statements;



(2) Neither a written report nor oral advice
was provided to the Company by Peterson Sullivan that they concluded was an important factor considered by the Company in reaching
a decision as to the accounting, auditing or financial reporting issue; and



(3) The Company did not consult Peterson Sullivan
regarding any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions) or any of the reportable events set forth in Item 304(a)(1)(v) of Regulation S-K.



Item 16G. Corporate Governance



We are subject to a variety of corporate governance
guidelines and requirements enacted by the SEC under its rules . Today, we are in compliance with the corporate governance legal
requirements in the United States. We are listed on the OTC:BB and OTC:QB Although we are not required to comply with all of the
Exchange’s corporate governance requirements to which we would be subject if we were a U.S. corporation, our governance practices
comply with the requirements as if we were a U.S. domestic issuer.



Item 16H. Mine Safety Disclosure



Not applicable.



34







PART III



ITEM 17. FINANCIAL STATEMENTS



See Item 18 for a list of our financial statements
included elsewhere in this annual report.



ITEM 18. FINANCIAL STATEMENTS



The following statements are filed as part of this annual report,
together with the report of the independent registered public accounting firm:



Report of Independent Registered Public Accounting Firm



ITEM 19. EXHIBITS



|ExhibitNumbers | Description of Document                                                                      | 
|-------------- | -------------------------------------------------------------------------------------------- | 
|1.1(1)         | Articles of  Incorporation of  the Company                                                   | 
|1.2(1)         | Articles of Amendment                                                                        | 
|1.3(1)         | By-Laws  of  the  Company                                                                    | 
|2.1(1)         | Specimen  Common  Stock  Certificate                                                         | 
|2.2(1)         | Form of Class A Warrant – October 2003                                                       | 
|2.3(1)         | Form of Class B Warrant – October 2003                                                       | 
|2.4(1)         | Form of Class C Warrant – October 2003                                                       | 
|2.5(2)         | Form of Class A Warrant – January 2006                                                       | 
|2.6(2)         | Form of Class B Warrant – January 2006                                                       | 
|2.7(3)         | Form of Subscription Agreement – June 2006                                                   | 
|2.8(3)         | Form of Class A Warrant – June 2006                                                          | 
|2.9(3)         | Form of Class B Warrant – June 2006                                                          | 
|2.10(12)       | Form of Warrant Extension letter agreement dated February 28, 2008                           | 
|4.1*           | Property Option Agreement dated May 26, 2012 by and between the Company and Knight Resources | 
|11.1(10)       | Code of Ethics                                                                               | 
|12.1*          | Certification of Principal Executive and Financial Officer                                   | 
|13.1*          | Section 1350 Certification                                                                   | 
|14.1*          | Peterson Sullivan Consent                                                                    | 





35







|ExhibitNumbers | Description of Document             | 
|-------------- | ----------------------------------- | 
|101.INS*       | XBRL Instance Document              | 
|101.SCH*       | XBRL Schema Document                | 
|101.CAL*       | XBRL Calculation Linkbase Document  | 
|101.DEF*       | XBRL Definition Linkbase Document   | 
|101.LAB*       | XBRL Label Linkbase Document        | 
|101.PRE*       | XBRL Presentation Linkbase Document | 



1. Previously filed with the Company’s
registration statement on Form F-1, Registration No. 333-120722, submitted to the SEC on November 22, 2004.



2. Previously filed with the Company’s
form 6-K submitted to the SEC on January 27, 2006.



3. Previously filed with the Company’s
form 6-K submitted to the SEC on June 16, 2006.



4. Previously filed with the Company’s
amendment to the registration statement on Form F-1, Registration No. 333-120722, submitted to the SEC on January 25, 2005.



5. Previously filed with Mr. Praill’s Schedule 13D submitted
to the SEC on January 23, 2006.



6. Previously filed with the Company’s form 6-K submitted
to the SEC on January 27, 2006.



7. Previously filed with the Company’s form 6-K submitted
to the SEC on March 24, 2006.



8. Previously filed with the Company’s form 6-K submitted
to the SEC on June 1, 2006.



9. Previously filed with the Company’s form 6-K submitted
to the SEC on July 14, 2006.



10. Previously filed with the Company’s form 20-F submitted
to the SEC on May 25, 2006.



11. Previously filed with the Company’s form 6-K submitted
to the SEC on February 1, 2008.



12. Previously filed with the Company’s form 6-K submitted
to the SEC on March 6, 2008.



* Filed herewith.



36







Signature Page



Pursuant to the requirements of Section 12g
of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on this Amendment
No. 1 to Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.





Rush Exploration Inc. SEC File No. 000-51337 Registrant



|Dated: December 31, 2013 | Signed: /s/  Ken Williams                                 
|------------------------ | ----------------------------------------------------------
|                         | Ken Williams                                              
|                         | Director, Chief Executive Officer, President and Secretary
|                         |                                                           
|                         |                                                           





|Dated: December 31, 2013 | Signed: /s/  Robert Coale
|------------------------ | -------------------------
|                         | Robert Coale             
|                         | Director                 





37









RUSH EXPLORATION INC.

(An Exploration Stage Company)

Financial Statements

December 31, 2012 and 2011



Content







|Report of Independent Registered Public Accounting Firm    | F-2
|---------------------------------------------------------- | ---
|                                                           |    
|Financial Statements                                       | F-3
|                                                           |    
|Balance Sheets                                             | F-3
|                                                           |    
|Statements of Loss                                         | F-4
|                                                           |    
|Statements of Cash Flows                                   | F-5
|                                                           |    
|Statements of Changes in Stockholders’ Equity (Deficiency) | F-6
|                                                           |    
|Notes to the Financial Statements                          | F-7







F-1















REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM





To the Board of Directors and Stockholders

Rush Exploration Inc.





We have audited the accompanying balance sheets
of Rush Exploration Inc. (an exploration stage company) ("the Company") as of December 31, 2012 and 2011, and the
related statements of loss, changes in stockholders' equity (deficiency), and cash flows for the years ended December 31, 2012,
2011, and 2010, and for the period from August 8, 2003 (date of inception) to December 31, 2012. These financial statements
are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based
on our audits.



We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company
has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred
to above present fairly, in all material respects, the financial position of Rush Exploration Inc. (an exploration stage company)
as of December 31, 2012 and 2011, and the results of its operations and its cash flows for the years ended December 31, 2012,
2011. and 2010, and for the period from August 8, 2003 (date of inception) to December 31, 2012, in conformity with accounting
principles generally accepted in the United States.



The accompanying financial statements have
been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company
has incurred operating losses since inception, has not been able to generate any operating revenues to date, and has incurred cumulative
losses of $1,119,809 through December 31, 2012. These conditions raise substantial doubt about the Company's ability to continue
as a going concern. Management's plans regarding those matters are also described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



/S/PETERSON SULLIVAN LLP



Seattle, Washington

April 23, 2013





F-2







RUSH EXPLORATION INC.

(An Exploration Stage Company)



BALANCE SHEETS

(Stated in Canadian Dollars)



|                                                           |  |      |            |   |      |  
|---------------------------------------------------------- |  | ---- | ---------- | - | ---- | -
|December 31                                                |  | 2012 |            |   | 2011 |  
|                                                           |  |      |            |   |      |  
|ASSETS                                                     |  |      |            |   |      |  
|                                                           |  |      |            |   |      |  
|Current                                                    |  |      |            |   |      |  
|Cash and cash equivalents                                  |  | $    | 10,845     |   |      | $
|GST Receivable                                             |  |      | 147        |   |      |  
|                                                           |  |      | 10,992     |   |      |  
|                                                           |  |      |            |   |      |  
|                                                           |  | $    | 10,992     |   |      | $
|                                                           |  |      |            |   |      |  
|LIABILITIES                                                |  |      |            |   |      |  
|                                                           |  |      |            |   |      |  
|Current                                                    |  |      |            |   |      |  
|Accounts payable and accrued liabilities                   |  | $    | 20,805     |   |      | $
|Bridge loan payable to related party                       |  |      | 20,655     |   |      |  
|                                                           |  |      | 41,460     |   |      |  
|Commitment and Contingencies (None)                        |  |      |            |   |      |  
|                                                           |  |      |            |   |      |  
|Stockholders’ equity                                       |  |      |            |   |      |  
|                                                           |  |      |            |   |      |  
|Share Capital                                              |  |      |            |   |      |  
|Authorized:                                                |  |      |            |   |      |  
|Unlimited common shares without par value                  |  |      |            |   |      |  
|Unlimited preferred shares without par value               |  |      |            |   |      |  
|                                                           |  |      |            |   |      |  
|Issued: 86,266,152 (2011 – 266,152) common shares (Note 5) |  |      | –          |   |      |  
|Additional paid-in capital                                 |  |      | 1,089,341  |   |      |  
|Deficit accumulated during the exploration stage           |  |      | (1,119,809 | ) |      |  
|                                                           |  |      | (30,468    | ) |      |  
|                                                           |  | $    | 10,992     |   |      | $



Nature of Operations and Going Concern (note
1)



The accompanying notes are an integral part
of these financial statements



F-3







RUSH EXPLORATION INC.

(An Exploration Stage Company)



STATEMENTS OF LOSS

(Stated in Canadian Dollars)



|                                                                   |  |                          |            |   |                   |   |         |      |  |   | AUGUST 8, 2003 |  
|------------------------------------------------------------------ |  | ------------------------ | ---------- | - | ----------------- | - | ------- | ---- |  | - | -------------- | -
|                                                                   |  |                          |            |   | (INCEPTION)       |  
|                                                                   |  |                          |            |   |                   |   |         |      |  |   |                |  
|                                                                   |  | YEARS ENDED DECEMBER 31, |            |   | December 31, 2012 |  
|                                                                   |  | 2012                     |            |   | 2011              |   |         | 2010 |  |   | (cumulative)   |  
|                                                                   |  |                          |            |   |                   |   |         |      |  |   |                |  
|Expenses                                                           |  |                          |            |   |                   |   |         |      |  |   |                |  
|Mineral property acquisition and exploration expenditures (Note 3) |  | $                        | 51,425     |   |                   | $ | –       |      |  | $ | –              |  
|Office and sundry                                                  |  |                          | 1,538      |   |                   |   | 5,948   |      |  |   | 4,291          |  
|Rent                                                               |  |                          | –          |   |                   |   | –       |      |  |   | –              |  
|Professional fees                                                  |  |                          | 22,524     |   |                   |   | 34,425  |      |  |   | 24,004         |  
|Transfer agent fees                                                |  |                          | 784        |   |                   |   | 1,168   |      |  |   | 78             |  
|Directors’ fees (Note 5)                                           |  |                          | –          |   |                   |   | –       |      |  |   | –              |  
|Loss on bridge loan conversion (Note 4)                            |  |                          | –          |   |                   |   | –       |      |  |   | –              |  
|Stock-based compensation (Note 5)                                  |  |                          | –          |   |                   |   | –       |      |  |   | –              |  
|                                                                   |  |                          |            |   |                   |   |         |      |  |   |                |  
|Total expenses                                                     |  |                          | (76,271    | ) |                   |   | (41,541 | )    |  |   | (28,373        | )
|                                                                   |  |                          |            |   |                   |   |         |      |  |   |                |  
|Interest income                                                    |  |                          | –          |   |                   |   | –       |      |  |   | –              |  
|Interest expense                                                   |  |                          | (400       | ) |                   |   | (255    | )    |  |   | –              |  
|Foreign exchange gain (loss)                                       |  |                          | 447        |   |                   |   | (35     | )    |  |   | (418           | )
|                                                                   |  |                          |            |   |                   |   |         |      |  |   |                |  
|Net loss for the year                                              |  | $                        | (76,223    | ) |                   | $ | (41,831 | )    |  | $ | (28,791        | )
|                                                                   |  |                          |            |   |                   |   |         |      |  |   |                |  
|Loss per share – basic and diluted                                 |  | $                        | (0.00      | ) |                   | $ | (0.16   | )    |  | $ | (0.07          | )
|                                                                   |  |                          |            |   |                   |   |         |      |  |   |                |  
|Weighted average shares outstanding                                |  |                          | 46,249,759 |   |                   |   | 266,152 |      |  |   | 400,715        |  



The accompanying notes are an integral part
of these financial statements



F-4







RUSH EXPLORATION INC.

(An Exploration Stage Company)



STATEMENTS OF CASH FLOWS

(Stated in Canadian Dollars)



|                                                                           |  |                          |         |   | AUGUST 8, 2003    |  
|-------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ----------------- | -
|                                                                           |  |                          |         |   | (INCEPTION)       |  
|                                                                           |  |                          |         |   |                   |  
|                                                                           |  | YEARS ENDED DECEMBER 31, |         |   | DECEMBER 31, 2012 |  
|                                                                           |  | 2012                     |         |   | 2011              |  
|                                                                           |  |                          |         |   |                   |  
|Cash flows from operating activities                                       |  | $                        | (76,223 | ) |                   | $
|Net loss for the year                                                      |  |                          |         |   |                   |  
|                                                                           |  |                          |         |   |                   |  
|Adjustments to reconcile net loss to net cash used in operating activities |  |                          |         |   |                   |  
|Loss on bridge loan conversion                                             |  |                          | –       |   |                   |  
|Common stock issued for mineral property acquisition and exploration       |  |                          | 51,425  |   |                   |  
|Stock-based compensation (Note 5)                                          |  |                          | –       |   |                   |  
|Change in GST receivables                                                  |  |                          | 984     |   |                   |  
|Change in prepaid expenses                                                 |  |                          | –       |   |                   |  
|Change in accounts payable and accruedliabilities                          |  |                          | (9,402  | ) |                   |  
|Interest on bridge loan                                                    |  |                          | 400     |   |                   |  
|Net cash provided by (used in) operating activities                        |  |                          | (32,816 | ) |                   |  
|                                                                           |  |                          |         |   |                   |  
|Cash flow from investing activity                                          |  |                          |         |   |                   |  
|Reclamation deposit                                                        |  |                          | –       |   |                   |  
|                                                                           |  |                          |         |   |                   |  
|                                                                           |  |                          |         |   |                   |  
|Cash flows from financing activities                                       |  |                          |         |   |                   |  
|Issuances of common stock and units                                        |  |                          | 35,564  |   |                   |  
|Proceeds from bridge loans (Note 4)                                        |  |                          | –       |   |                   |  
|Net cash provided by financing activities                                  |  |                          | 35,564  |   |                   |  
|                                                                           |  |                          |         |   |                   |  
|Increase (decrease) in cash and cash equivalents                           |  |                          | 2,748   |   |                   |  
|                                                                           |  |                          |         |   |                   |  
|Cash and cash equivalents, beginning of year                               |  |                          | 8,097   |   |                   |  
|                                                                           |  |                          |         |   |                   |  
|Cash and cash equivalents, end of year                                     |  | $                        | 10,845  |   |                   | $
|                                                                           |  |                          |         |   |                   |  
|Supplemental information                                                  
|                                                                           |  |                          |         |   |                   |  
|Interest paid                                                              |  | $                        | –       |   |                   | $
|Income taxes paid                                                          |  |                          | –       |   |                   | $
|                                                                           |  |                          |         |   |                   |  
|Non-cash investing and financing activities                                |  |                          |         |   |                   |  
|                                                                           |  |                          |         |   |                   |  
|Conversion of bridge loan principal and interest to equity                 |  | $                        | –       |   |                   | $



The accompanying notes are an integral part
of these financial statements



F-5







RUSH EXPLORATION INC.

(An Exploration Stage Company)



STATEMENTS OF CHANGE IN STOCKHOLDERS’
EQUITY (DEFICIENCY)

(Stated in Canadian Dollars)



|                                                                                               |  | COMMONSTOCKSHARES |          |   | DEFICITACCUMULATEDEXPLORATIONSTAGE |   |            | ADDITIONALPAID-INCAPITAL |  |   | TOTAL     | 
|---------------------------------------------------------------------------------------------- |  | ----------------- | -------- | - | ---------------------------------- | - | ---------- | ------------------------ |  | - | --------- | 
|Shares issued to founders on inception                                                         |  |                   | 300,000  |   |                                    | $ | –          |                          |  | $ | –         | 
|Private placement, common shareissuances for cash at $1.00 perunit in October, 2003 (Note 5)   |  |                   | 95,000   |   |                                    |   | –          |                          |  |   | 95,000    | 
|Net loss for the period                                                                        |  |                   | –        |   |                                    |   | (14,261    | )                        |  |   | –         | 
|Balance, December 31, 2003                                                                     |  |                   | 395,000  |   |                                    |   | (14,261    | )                        |  |   | 95,000    | 
|                                                                                               |  |                   |          |   |                                    |   |            |                          |  |   |           | 
|Private placement, commonshare issuances for cash at $10.00per share in January, 2004 (Note 5) |  |                   | 574      |   |                                    |   | –          |                          |  |   | 5,735     | 
|Net loss for the year                                                                          |  |                   | –        |   |                                    |   | (88,541    | )                        |  |   | –         | 
|Balance, December 31, 2004                                                                     |  |                   | 395,574  |   |                                    |   | (102,802   | )                        |  |   | 100,735   | 
|                                                                                               |  |                   |          |   |                                    |   |            |                          |  |   |           | 
|Stock-based compensation (Note 5)                                                              |  |                   | –        |   |                                    |   |            |                          |  |   | 35,145    | 
|Net loss for the year                                                                          |  |                   | –        |   |                                    |   | (102,996   | )                        |  |   | –         | 
|Balance, December 31, 2005                                                                     |  |                   | 395,574  |   |                                    |   | (205,798   | )                        |  |   | 135,880   | 
|                                                                                               |  |                   |          |   |                                    |   |            |                          |  |   |           | 
|Conversion of bridge loans to equity in January 2007 (Note 5)                                  |  |                   | 7,316    |   |                                    |   | –          |                          |  |   | 124,367   | 
|Private placement, common  share issuances for cash at $50.00  per unit in June, 2006 (Note 5) |  |                   | 11,000   |   |                                    |   | –          |                          |  |   | 550,000   | 
|Issuance of shares upon the exercise   ofstock options in February and   June,2006             |  |                   | 2,250    |   |                                    |   | –          |                          |  |   | 56,250    | 
|Stock-based compensation (Note 5)                                                              |  |                   | –        |   |                                    |   | –          |                          |  |   | 27,039    | 
|Net loss for the year                                                                          |  |                   | –        |   |                                    |   | (328,650   | )                        |  |   | –         | 
|Balance, December 31, 2006                                                                     |  |                   | 416,139  |   |                                    |   | (534,448   | )                        |  |   | 893,536   | 
|                                                                                               |  |                   |          |   |                                    |   |            |                          |  |   |           | 
|Stock-based compensation (Note 5)                                                              |  |                   | –        |   |                                    |   | –          |                          |  |   | 6,725     | 
|Net loss for the year                                                                          |  |                   | –        |   |                                    |   | (311,873   | )                        |  |   | –         | 
|Balance, December 31, 2007                                                                     |  |                   | 416,139  |   |                                    |   | (846,321   | )                        |  |   | 900,261   | 
|                                                                                               |  |                   |          |   |                                    |   |            |                          |  |   |           | 
|Stock-based compensation (Note 5)                                                              |  |                   | –        |   |                                    |   | –          |                          |  |   | 2,091     | 
|Net income for the year                                                                        |  |                   | –        |   |                                    |   | 99,506     |                          |  |   | –         | 
|Balance, December 31, 2008                                                                     |  |                   | 416,139  |   |                                    |   | (746,815   | )                        |  |   | 902,352   | 
|                                                                                               |  |                   |          |   |                                    |   |            |                          |  |   |           | 
|Issuance of shares upon the exercise of warrants in October, 2009                              |  |                   | 10,000   |   |                                    |   | –          |                          |  |   | 100,000   | 
|Net loss for the year                                                                          |  |                   | –        |   |                                    |   | (226,149   | )                        |  |   | –         | 
|Balance, December 31, 2009                                                                     |  |                   | 426,139  |   |                                    |   | (972,964   | )                        |  |   | 1,002,352 | 
|                                                                                               |  |                   |          |   |                                    |   |            |                          |  |   |           | 
|Share cancellation (Note 5)                                                                    |  |                   | (160,000 | ) |                                    |   | –          |                          |  |   | –         | 
|Net loss for the year                                                                          |  |                   | –        |   |                                    |   | (28,791    | )                        |  |   | –         | 
|Balance, December 31, 2010                                                                     |  |                   | 266,139  |   |                                    |   | (1,001,755 | )                        |  |   | 1,002,352 | 
|                                                                                               |  |                   |          |   |                                    |   |            |                          |  |   |           | 
|Shares issued in reverse split (Note 5)                                                        |  |                   | 13       |   |                                    |   | –          |                          |  |   | –         | 
|Net loss for the year                                                                          |  |                   | –        |   |                                    |   | (41,831    | )                        |  |   | –         | 
|Balance, December 31, 2011                                                                     |  |                   | 266,152  |   |                                    |   | (1,043,586 | )                        |  |   | 1,002,352 | 



The accompanying notes are an integral part of these financial statements



F-6







RUSH EXPLORATION INC.

(An Exploration Stage Company)



STATEMENTS OF CHANGE IN STOCKHOLDERS’
EQUITY (DEFICIENCY)

(Stated in Canadian Dollars)



|                                                   |  | COMMONSTOCKSHARES |            |  | DEFICITACCUMULATEDEXPLORATIONSTAGE |   |            | ADDITIONALPAID-INCAPITAL |  |   | TOTAL     | 
|-------------------------------------------------- |  | ----------------- | ---------- |  | ---------------------------------- | - | ---------- | ------------------------ |  | - | --------- | 
|Balance, December 31, 2011                         |  |                   | 266,152    |  |                                    |   | (1,043,586 | )                        |  |   | 1,002,352 | 
|                                                   |  |                   |            |  |                                    |   |            |                          |  |   |           | 
|Shares issued in private placements(Note 5)        |  |                   | 36,000,000 |  |                                    |   | –          |                          |  |   | 35,564    | 
|Shares issued to acquire propertyInterest (Note 3) |  |                   | 50,000,000 |  |                                    |   | –          |                          |  |   | 51,425    | 
|Net loss for the year                              |  |                   |            |  |                                    |   | (76,223    | )                        |  |   |           | 
|Balance, December 31, 2012                         |  |                   | 86,266,152 |  |                                    | $ | (1,119,809 | )                        |  | $ | 1,089,341 | 



The accompanying notes are an integral part
of these financial statements



F-7







RUSH EXPLORATION INC.

(An Exploration Stage Company)



|1. |  | OPERATIONS
|-- |  | ----------



Organization



The Company was incorporated in Canada under
the laws of the Canadian Business Corporations Act on August 8, 2003.We are a natural resource exploration Company in the exploration
stage with an objective of acquiring, exploring, and, if warranted and feasible, developing natural resource properties. Natural
resource exploration and development requires significant capital and our assets and resources are limited. Therefore, we participate
in the natural resource industry through the optioning of natural resource exploration and development projects. Refer to the “Mineral
Property Interests” Note below for more detail regarding property interests.



Ability to Continue as a Going Concern



The accompanying financial statements have
been prepared assuming the Company will continue as a going concern. This contemplates that assets will be realized and liabilities
and commitments satisfied in the normal course of business.



As shown in the accompanying financial statements,
the Company has incurred cumulative losses of $1,119,809 for the period from August 8, 2003 (inception) to December 31, 2012 and
has no source of revenue. The future of the Company is dependent upon its ability to obtain financing and upon future acquisition,
exploration and development of profitable operations from mineral properties. Management has plans to seek additional capital through
a private placement and public offering of its common stock. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern. We anticipate that we will require up to approximately $345,000 to fund exploration activities
for the next twelve months. We expect to continue to finance exploration costs through the sale of equity. Although there are no
assurances that management’s plans will be realized, management believes that the Company will be able to continue operations
in the future. The financial statements do not include any adjustments relating to the recoverability and classification of recorded
assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in
existence.



|2. |  | SIGNIFICANT ACCOUNTING POLICIES
|-- |  | -------------------------------



The financial statements of the Company have
been prepared in accordance with Generally Accepted Accounting Principles of the United States. All figures are reported in Canadian
dollars. The significant accounting policies are summarized as follows:



a)  Cash and Cash Equivalents



The Company considers all highly liquid investments
purchased with a maturity of 90 days or less to be cash equivalents. As at December 31, 2012 and 2011, the Company did not have
any cash equivalent balances.



F-8







RUSH EXPLORATION INC.

(An Exploration Stage Company)



|2. |  | SIGNIFICANT ACCOUNTING POLICIES - Continued
|-- |  | -------------------------------------------



b)  GST Receivable



The Company’s receivables arise from
the general sales tax (“GST”) receivable due from Canadian government taxation authorities. GST receivable represents
tax credits available to the Company when it pays GST tax on expenditures for normal operations. As of December 31, 2012, the Company
had a GST tax receivable of $147 ($1,131 – 2011)



c)  Mineral Property Payments and Exploration
Costs



Exploration costs are expensed as incurred.
Development costs are charged to the statement of loss until it has been established that a mineral deposit is commercially mineable
and a production decision has been made by the Company to formulate a mining plan and develop a mine, at which point the costs
subsequently incurred to develop the mine on the property prior to the start of mining operations are capitalized.



Mineral property acquisition costs are charged
to the statement of loss until the viability of the mineral interest is determined. Reductions in the carrying value of a property
would be recorded to the extent that the total carrying value of the mineral property exceeds its estimated fair value.



Where the Company has entered into option agreements
for the acquisition of an interest in mineral properties which provides for periodic payments, amounts unpaid are not recorded
as a liability since they are paid entirely at the Company’s option.



To December 31, 2012, all exploration and option
payments have been charged to the statement of loss in accordance with the Company’s accounting policies.



d)  Use of Estimates



The preparation of financial statements in
conformity with Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from these
estimates.



e)  Foreign Currency Transactions



The Company’s functional currency is
the Canadian dollar. Transactions in foreign currency, related to revenue and expenses, are translated into Canadian dollars at
the transaction date exchange rate.



Gains and losses on foreign exchange are included
in the Statement of Loss.



f)  Stock-based compensation



The Company maintains a stock option plan described
in Note 5 under which it may grant stock options to employees, non-employee directors and consultants. The Company measures compensation
cost for stock options issued under the plan at fair value and recognizes it as compensation expense over the service period for
awards expected to vest. Share-based compensation expense is recognized for all share-based payment awards, net of an estimated
forfeiture rate. Compensation cost is only recognized for those shares expected to vest on a straight-line basis over the requisite
service period of the award.



F-9







RUSH EXPLORATION INC.

(An Exploration Stage Company)



|2. |  | SIGNIFICANT ACCOUNTING POLICIES - Continued
|-- |  | -------------------------------------------



Determining the appropriate fair value model
and calculating the fair value of share-based payment awards

requires subjective assumptions, including
the expected life of the share-based payment awards and stock price volatility. The Company utilizes the Black-Scholes options
pricing model to value stock options granted under its stock option plan. In this model, the assumptions utilized relate to stock
price volatility, stock option term, dividend yield rate, and forfeiture rates that are based on historical factors as well as
management's judgment.



g)  Loss per Share



The basic loss per share is calculated by dividing
income available to common stockholders by the weighted average aggregate number of common shares outstanding during each period.
The Company follows the “Treasury Stock Method” in calculating the diluted loss per common share. Under this method,
any proceeds from the exercise of options and warrants are assumed to be used to purchase common shares at the average market price
during the period. Common equivalent shares (consisting of shares issuable on the exercise of common stock options and warrants)
totaling 226,884 for 2012, 311,884 in 2011 and 312,384 in 2010 respectively were not included in the computation of loss per share
because the effect was anti-dilutive.



h)  Income Taxes



Future income taxes relate to the expected
future tax consequences of differences between the carrying amount of balance sheet items and their corresponding tax values. Future
tax assets are recognized only to the extent that, in the opinion of management, it is more likely than not that the net future
income tax assets will be realized. Future income tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment or substantive enactment.



The Company evaluates its uncertain income
tax positions and may record a liability for any unrecognized tax benefits resulting from uncertain tax positions and may record
a liability for any unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in an income
tax return. Estimated interest and penalties related to unrecognized tax benefits, if any, are recorded as a component of income
tax expense on the statements of loss. No liability has been recorded for uncertain tax positions, or related interest or penalties
as of December 31, 2012 and 2011. The Company's Canadian tax returns are open to examination by taxing authorities for the last
four years



i)  Fair value of financial instruments and
risks



The carrying value of cash and cash equivalents,
GST receivables, accounts payable and accrued expenses approximates fair value due to the short-term nature of these financial
instruments. The fair value of bridge loan payable is not determinable based on the related party nature of the debt.



Liquidity Risk



Liquidity risk is the risk that the Company
is not able to meet its financial obligations as they fall due. The Company manages liquidity by maintaining its cash and cash
equivalent balances available to meet its anticipated operational needs. At December 31, 2012, the Company had a cash and cash
equivalent balance of $10,846 (2011 – $8,097) and current liabilities of $20,805 (2011 – $30,207) and a bridge loan
from a related party for $20,655, which includes accrued interest. The Company believes that these sources will not be sufficient
to cover the expected short- term cash requirements. Additionally, management anticipates that it will require up to approximately
$345,000 to fund our continued operations for the next twelve months. We expect to continue to finance operations through the sale
of equity.



F-10







RUSH EXPLORATION INC.

(An Exploration Stage Company)



|2. |  | SIGNIFICANT ACCOUNTING POLICIES - Continued
|-- |  | -------------------------------------------



Foreign Currency Risk



Financial assets and liabilities denominated in currencies other
than the Canadian dollar are as follows:



|            |  | Financial Assets |   |  | Financial Liabilities |  
|----------- |  | ---------------- | - |  | --------------------- | -
|            |  | 2012             |   |  | 2011                  |  
|            |  |                  |   |  |                       |  
|U.S. dollar |  | $                | – |  |                       | $



j)  Recently Released Accounting Pronouncements



The Company does not believe that there are
any new accounting pronouncements that have been issued that might have a material impact on its financial position or results
of operations.



|3. |  | MINERAL PROPERTY INTERESTS
|-- |  | --------------------------



In accordance with the Company’s accounting
policy, all mineral acquisition and exploration expenditures were expensed as incurred. The following tables list the cumulative
mineral property acquisition and exploration expenditures incurred on the Company’s properties to December 31, 2012.



On July 15, 2009, the Company entered into
a Property Option Agreement with a third party giving the Company the exclusive right and option to acquire a 100% interest in
a mineral exploration permit covering the Mammoth property located in Prince George, BC. In addition, the Company is subject to
a 2% net smelter return royalty to the optionor upon production. On December 2, 2012 the Company terminated the Property Option
Agreement for the Mammoth property. The Company had made the initial option payment of $60,000 and incurred approximately $70,000
in exploration expenditures on the property prior to termination. The Company has no further rights or obligations regarding the
property following the termination.



Effective May 26, 2012, Rush Exploration Inc.
(the “Company”) executed a Property Option Agreement (the “Agreement”), with Knight Resources (the “Optionor”)
granting the Company the exclusive option to an undivided right, title and interest in the Mudersbach Property (the “Property”)
located in the Plomosa Mountain Range, La Paz County, Arizona (the “Property”). Simultaneous with the execution and
delivery of the Agreement, the Company issued Fifty Million (50,000,000) Shares of its fully paid and non-assessable Restricted
Common Stock. The value of the common stock was $0.001 (USD) per share as reflected by the proceeds from the sale of 36,000,000
common shares that completed at substantially the same time. In order to earn a 100% interest in the Property, the Company must
pay the Optionor and incur expenditures relating to exploration and mining operations in accordance with the schedule below.



|Date                      | Cash Payments | Expenditures
|------------------------- | ------------- | ------------
|                          | CDN           | CDN         
|On or before May 26, 2013 | $20,000       | $100,000    
|On or before May 26, 2014 | $20,000       | $100,000    
|On or before May 26, 2015 | $40,000       | $200,000    
|On or before May 26, 2016 | $60,000       | $300,000    
|On or before May 26, 2017 | $60,000       | $300,000    



F-11







RUSH EXPLORATION INC.

(An Exploration Stage Company)



|3. |  | MINERAL PROPERTY INTERESTS - Continued
|-- |  | --------------------------------------



The Optionor retains a 3% royalty of the aggregate
proceeds received by the Company from any smelter or other purchaser of any ores, concentrates, metals or other material of commercial
value produced from the property, minus the cost of transportation of the ores, concentrates or metals, including related insurance,
and smelting and refining charges, including penalties.



|4. |  | LOAN PAYABLE TO RELATED PARTY
|-- |  | -----------------------------



On May 9, 2011, the Company entered into a
$20,000 Note Agreement with a former  related party by a common director. The loan bears interest at the Bank of Canada Prime
Rate plus 1%. The Company may repay the entire loan including the outstanding interest at any time by advising the lender of such
intent to repay 15 days prior to the anticipated date of repayment. The Company recognized $400 in interest expense on the loan
for the year ended December 31, 2012.



|5. |  | SHARE CAPITAL
|-- |  | -------------



a)  Common Shares



During the period from inception (August 8,
2003) to December 31, 2012, the Company had the following transactions:



On inception date, the Company issued 300,000
shares to the Company’s founders for nil consideration. The Company holds an irrevocable right to repurchase all or a portion
of these shares for a price of $1.00 per share.



In October 2003, the Company issued 95,000
units at $1.00 per unit. Each unit consisted of one common share and three stock purchase warrants. There was one Class A warrant
exercisable at $10.00 per share until October 30, 2008, one Class B warrant exercisable at $146.00 per share until October 30,
2009 and one Class C warrant exercisable at $152.00 per share until October 30, 2010. Originally, all of the warrants were to have
vested on October 30, 2006. By way of letter agreements with each individual warrant holder the Company and each respective warrant
holder agreed to extend the vesting dates of these warrants. The warrant vesting provisions were extended from October 30, 2006
to October 30, 2007 with respect to the Class A Warrants, to April 30, 2008 with respect to the Class B Warrants and to October
30, 2008 with respect to the Class C Warrants. All other terms of the Warrant agreements remained unchanged.



Pursuant to new letter agreements dated February
28, 2008 with each respective warrant holder, the warrant vesting dates were further extended from April 30, 2008 to April 30,
2009 with respect to the Class B Warrants and from October 30, 2008 to October 30, 2009 with respect to the Class C Warrants. In
addition, the warrant expiration dates were extended from October 30, 2009 to October 30, 2010 with respect to the Class B Warrants
and from October 30, 2010 to October 30, 2011 with respect to the Class C Warrants. The terms of the Class A Warrants were not
changed and all other terms remain unchanged.



Pursuant to new letter agreements dated September
30, 2008 with each respective warrant holder, the warrant vesting dates were further extended from April 30, 2009 to April 30,
2010 with respect to the Class B Warrants and from October 30, 2009 to October 30, 2010 with respect to the Class C Warrants. In
addition, the warrant expiration dates were further extended from October 30, 2008 to October 30, 2010 with respect to the Class
A Warrants and from October 30, 2010 to October 30, 2011 with respect to the Class B Warrants and from October 30, 2011 to October
30, 2012 with respect to the Class C Warrants.



F-12







RUSH EXPLORATION INC.

(An Exploration Stage Company)



|5. |  | SHARE CAPITAL - Continued
|-- |  | -------------------------



On May 13, 2010 pursuant to new letter agreements
with certain warrant holders, the warrant vesting date was further extended for Class B Warrants from April 30, 2010 to April 30,
2011 and Class C Warrants were extended from October 30, 2010 to October 30, 2011. In addition, the warrant expiration date has
been extended for Class A Warrants from October 30, 2010 to October 30, 2012; for Class B Warrants from October 30, 2011 to October
30, 2013; and Class C Warrants from October 30, 2012.



On May 13, 2010 pursuant to new letter agreements
with certain warrant holders, the warrant expiration date was extended from January 27, 2011 to January 27, 2013 with respect to
the Class A Warrants and from January 27, 2012 to January 27, 2014 with respect to the Class B Warrants.



In January 2004, the Company issued 574 common
shares in a private placement for gross proceeds of $5,735.



In June 2006, the Company issued 110,000 units
at $50.00 per unit for a total offering price of $550,000. Each unit consisted of one common share, one Class A warrant exercisable
at $100.00 per share until June 16, 2014, and one Class B Warrant exercisable at $150.00 per share until June 16, 2015. All of
the warrants vest June 16, 2008.



On May 12, 2011 by way of new letter agreements
with certain respective Warrant holders, the time of the warrant commencement date were extended from June 16, 2011 to June 16,
2014 with respect to the Class A Warrants; and from June 16, 2012 to June 16, 2015 with respect to the Class B Warrants. The Company
did not record any additional expense associated with the extension as the warrants, when issued, were originally classified as
equity. The Company determined there was no material financial statement impact of the extension. Accordingly, no additional warrant
expense has been recorded for the year ended December 31, 2011.



The Company calculated and allocated the fair
values of $40,370 and $55,330 to Class A and Class B warrants respectively using the Black-Scholes option pricing model with the
following weighted average assumptions:



|Risk-free interest rate                  | 4.26 to 4.29%
|---------------------------------------- | -------------
|Dividend yield                           | Nil          
|Expected volatility                      | 95 to 107%   
|Expected life of the warrants (in years) | 5 to 6       



In October 2009, 10,000 common shares were issued on the exercise
of warrants for proceeds of $100,000.



In September 2011, shareholders approved a
100:1 reverse split. Fractional shares were rounded up to the next whole share, which resulted in 13 additional shares being issued
as part of the reverse split. Pre-split the Company had approximately 26,613,920 shares outstanding compared to 266,152 share outstanding
post-split.



In May 2012, the Company issued 50 million
common shares in consideration for a Property Option Agreement. In addition to the issuance of shares the Company agreed to make
certain annual cash payments to the property owners along with exploration expenditures in order to earn a 100% interest in the
property, subject to a net smelter royalty of 3%.



In May 2012 , the Company closed a private
placement for the issuance of 36 million common shares at $0.001 per share for total offering proceeds of $35,564.



F-13







RUSH EXPLORATION INC.

(An Exploration Stage Company)



|5. |  | SHARE CAPITAL - Continued
|-- |  | -------------------------



b)  Stock Options



On June 16, 2005, the stockholders of the Company
approved the Company’s 2005 stock option plan whereby the Company may grant options to its directors, consultants, and employees
for up to 50,000 shares of common stock. The exercise price of each option equals the market price of the Company’s stock
on the date of grant. Options vest over a three-year period, unless otherwise specified by the Board of Directors. All options
have a 10-year term.



No options were granted during 2012, 2011 or
2010. The stock-based compensation expense is amortized over the vesting period. For the year ended December 31, 2012, the Company
has recognized $ Nil (2011 and 2010 - $Nil) in stock-based compensation for stock options granted in 2005.



On March 21, 2011, 500 common stock purchase
options were cancelled and returned to the 2005 Stock Option Plan for future issuance. All options had previously vested and been
expensed, no additional compensation expense was recorded upon cancelation.



Because the Company’s
common stock has traded sparsely on a public market, the expected volatility is based on comparable junior mining companies who
granted similar term options.No options were granted in 2012, 2011 or 2010.



The following table sets forth a summary of options granted:



|                           |  | Options Outstanding |      |   | Weighted  Average  Exercise Price |  
|-------------------------- |  | ------------------- | ---- | - | --------------------------------- | -
|Balance, December 31, 2009 |  |                     | 750  |   |                                   | $
|Options cancelled – 2010   |  |                     | —    |   |                                   |  
|Balance, December 31, 2010 |  |                     | 750  |   |                                   | $
|Options cancelled – 2011   |  |                     | (500 | ) |                                   | $
|Balance, December 31, 2011 |  |                     | 250  |   |                                   | $
|Options cancelled – 2012   |  |                     | —    |   |                                   |  
|Balance, December 31, 2012 |  |                     | 250  |   |                                   | $



The following table summarizes information concerning outstanding
and exercisable common stock options under the 2005 Plan at December 31, 2012:



|Exercise
        Price | OptionsOutstanding | RemainingContractualLife(in years) | WeightedAverageExercisePrice | Number ofOptionsExercisable
|---------------------- | ------------------ | ---------------------------------- | ---------------------------- | ---------------------------
|                       |                    |                                    |                              |                            
|$ 25.00                | 250                | 2.8                                | $ 25.00                      | 250                        



Management believes
the aggregate intrinsic value of the stock options is negligible as the common shares have been sparsely traded.



As of December 31, 2012, there was $ Nil (2011
and 2010 - $ Nil) unrecognized compensation cost related to the outstanding options. None of the Company’s stock options
outstanding were unvested as of December 31, 2012, 2011 or 2010 respectively.



F-14







RUSH EXPLORATION INC.

(An Exploration Stage Company)



|5. |  | SHARE CAPITAL - Continued
|-- |  | -------------------------



c) Warrants



|                           |  | Warrants |         |   | Weighted  Average  Exercise  Price |  
|-------------------------- |  | -------- | ------- | - | ---------------------------------- | -
|Balance, December 31, 2009 |  |          | 311,634 |   |                                    | $
|Warrants exercised         |  |          | —       |   |                                    |  
|Balance, December 31, 2010 |  |          | 311,634 |   |                                    | $
|Warrants exercised         |  |          | —       |   |                                    |  
|Balance, December 31, 2011 |  |          | 311,634 |   |                                    | $
|Warrants expired           |  |          | (85,000 | ) |                                    |  
|Balance, December 31, 2012 |  |          | 226,634 |   |                                    | $





The following table lists the warrants outstanding at December 31,
2012. Each warrant is exchangeable for one common share.



|Class | NumberOutstanding | NumberVested | ExercisePrice | OriginalExpiry Date | NewExpiry Date(Note 5(a))
|----- | ----------------- | ------------ | ------------- | ------------------- | -------------------------
|B     | 95,000            | 95,000       | $146.00       | Oct 30, 2011        | Oct 30, 2013             
|C     | 95,000            | 95,000       | $152.00       | Oct 30, 2012        | Oct 30, 2014             
|A     | 7,317             | 7,317        | $25.00        | Jan 27, 2011        | Jan 27, 2013             
|B     | 7,317             | 7,317        | $50.00        | Jan 27, 2012        | Jan 27, 2014             
|A     | 11,000            | 11,000       | $100.00       | Jun 16, 2011        | Jun 16, 2014             
|B     | 11,000            | 11,000       | $150.00       | Jun 16, 2012        | Jun 16, 2015             
|      | 226,634           | 226,634      |               |                     |                          



|6. |  | INCOME TAXES
|-- |  | ------------



The tax effects of temporary differences that give rise to the Company’s
future income tax assets are as follows:



|                                    |  | December 31, |         
|----------------------------------- |  | ------------ | --------
|                                    |  | 2012         |         
|Tax loss carry-forwards             |  | $            | 142,000 
|Exploration expenditures            |  |              | 90,000  
|Valuation allowance                 |  |              | (232,000
|Future income tax asset (liability) |  | $            | —       



F-15







RUSH EXPLORATION INC.

(An Exploration Stage Company)



|6. |  | INCOME TAXES - Continued
|-- |  | ------------------------



The provision for income taxes differs from the amount estimated
using the Canadian federal and provincial statutory income tax rates as follows:



|                                            |  | December 31, |        
|------------------------------------------- |  | ------------ | -------
|                                            |  | 2012         |        
|Benefit at Canadian statutory rates         |  | $            | (19,100
|                                            |  |              |        
|Effect of reduction in rate                 |  |              | 1,000  
|Share based payments issued for exploration |  |              | 12,100 
|Expiry of loss carry forwards               |  |              | —      
|Increase (decrease) in valuation allowance  |  |              | 6,000  
|                                            |  | $            | —      



The Company evaluates its valuation allowance requirements based
on projected future operations. When circumstances change and this causes a change in management’s judgment about the recoverability
of deferred tax assets, the impact of the change on the valuation allowance is reflected in current income.



The Company has non-capital losses of approximately
$560,000 expiring in various amounts from 2014 to 2031. The Company also has cumulative deferred exploration expenses of approximately
$360,000 (2011 and 2010 –$360,000) to offset future taxable income.



|7. |  | SUBSEQUENT EVENTS
|-- |  | -----------------



None.







F-16