UNITED
STATES


SECURITIES AND
EXCHANGE COMMISSION


Washington, D.C.
20549





FORM
10-KSB/A


AMENDMENT
NO.1





[ X
      ]
            ANNUAL
      REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the fiscal year ended: January
31, 2008




[   
      ]
            TRANSITION
      REPORT UNDER SECTION 13 0R 15(d) OF THE
      SECURITIES EXCHANGE ACT OF
1934




For the
transition period fromto




Commission file
number000-52055




RED
      METAL RESOURCES LTD.(Exact
      name of small business issuer as specified in its charter)
              (Formerly
      RED LAKE EXPLORATION, INC.)




Nevada
              (State
      or other jurisdiction
              of
      incorporation or organization)
            20-2138504
              (I.R.S.
      Employer
              Identification
      No.)195
      Park Avenue, Thunder Bay, Ontario, Canada, P7B
      1B9
              (Address
      of principal executive offices)

                (Zip
      Code)(807)
      345-5380
              (Issuer’s
      telephone number)




Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.


[
X ]
Yes         [   ]  No




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [   ]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


[
X ]
Yes         [   ]  No





State
issuer’s revenues for its most recent fiscal year.     $0





State the
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by
reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days: $14,066,276 as of April 28,
2008.





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date.





Class
            
            Outstanding at April 28,
    2008Common
      Stock - $0.001 par value
            
            57,183,334




Transitional
Small Business Disclosure Format (Check one): Yes   [   ]     No   [
X ]




1




Explanatory
Note:
  This
Amendment No. 1 on Form 10-KSB/A to our Annual Report on Form 10-KSB for the
fiscal year ended January 31, 2008, which was filed with the Securities and
Exchange Commission on May 13, 2008 (the “Original Filing”), is being filed to
provide a revised audit report from Mendoza Berger & Company, LLP (“Mendoza
Berger”).  The original audit report did not mention that Mendoza
Berger audited our consolidated statements of operations, changes in
stockholders’ deficit and cash flows for the period from inception (January 10,
2005) through January 31, 2008.  The audit report has been revised to
include this information.  As a result of this amendment, the
certifications made pursuant to Section 302 and Section 906 of the
Sarbanes-Oxley Act of 2002 filed as exhibits to the Original Filing have been
re-executed and re-filed as of the date of this Form 10-KSB/A.
  No
attempt has been made in this Form 10-KSB/A to modify or update the disclosures
in the Original Filing except as described above.  This Form 10-KSB/A
continues to describe conditions as of the date of the Original Filing, and the
disclosures contained herein have not been updated to reflect events, results or
developments that occurred after the Original Filing, or to modify or update
those disclosures affected by subsequent events.  Among other things,
forward-looking statements made in the Original Filing have not been revised to
reflect events, results or developments that occurred or facts that became known
to us after the date of the Original Filing, and such forward-looking statements
should be read in conjunction with our filings with the Securities and Exchange
Commission subsequent to the filing of the Original Filing.
  On
August 27, 2008 our name was changed from Red Lake Exploration, Inc. to Red
Metal Resources Ltd.


2





Item
7.     Financial Statements




Report of
      Independent Registered Public Accounting Firm
                F-1Consolidated
      Balance Sheets
                F-3Consolidated
      Statements of Operations
                F-4Consolidated
      Statement of Stockholders’ (Deficit) Equity
                F-5Consolidated
      Statements of Cash Flows
                F-6Notes
      to the Consolidated Financial Statements
                F-7


3




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors and Stockholders
 Red
Lake Exploration, Inc.
 
 We
have audited the accompanying consolidated balance sheet of Red Lake
Exploration, Inc. (an exploration stage company), as of January 31, 2008 and the
related consolidated statements of operations, changes in stockholders’ deficit
and cash flows for the year then ended and for the period from inception
(January 10, 2005) through January 31, 2008. 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 audit. The financial
statements of Red Lake Exploration, Inc. (an exploration stage company), as of
January 31, 2007 were audited by other auditors, whose report dated April 23,
2007, on those statements included an explanatory paragraph that described the
uncertainty of the Company’s ability to continue as a going concern discussed in
Note 3 to the financial statements.
 
 We
conducted our audit 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 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 audit provides a reasonable basis for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Red Lake Exploration, Inc.
(an exploration stage company) as of January 31, 2008 and the results of its
operations and its cash flows for the year then ended and for the period from
inception (January 10, 2005) through January 31, 2008 in conformity with
accounting principles generally accepted in the United States of
America.
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 3 to the
consolidated financial statements, the Company has suffered recurring losses
from operations that raise substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are also described
in Note 3. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


Mendoza
Berger & Company, LLP
  /s/ Mendoza
      Berger & Company, LLPIrvine, California
                  April 25,
      2008


F-1


Report
of Independent Registered Public Accounting Firm
   To the
Board of Directors and Stockholders of
 Red Lake
Exploration, Inc. (An Exploration Stage Company)
  We have
audited the accompanying balance sheet of Red Lake Exploration, Inc. (An
Exploration Stage Company) as of January 31, 2007 and the related statements of
operations, cash flows and stockholders’ equity for the year then ended and
accumulated from January 10, 2005 (Date of Inception) to January 31,
2007. 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 audit.
  We
conducted our audit 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. 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 audit provides 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 Red Lake Exploration, Inc. (An
Exploration Stage Company) as of January 31, 2007 and the results of its
operations and its cash flows for the year then ended and accumulated from
January 10, 2005 (Date of Inception) to January 31, 2007 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 3 to the financial statements,
the Company has not generated any revenue and has accumulated losses since
inception and will need additional equity financing to begin realizing its
business plan. These factors raise substantial doubt about the Company’s ability
to continue as a going concern. Management’s plans in regard to these matters
are also discussed in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
   
 CHARTERED
ACCOUNTANTS
  Vancouver,
Canada
 April 23,
2007
 F-2
  RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY) CONSOLIDATED
BALANCE SHEETS AT
JANUARY 31, 2008 AND 2007


2008
              
              
              2007ASSETSCurrent
      assets:Cash
              
              $
              1,901
              
              
              $
              15,477Total
      assets
              
              $
              1,901
              
              
              $
              15,477LIABILITIES
      AND STOCKHOLDERS' (DEFICIT) EQUITYCurrent
      liabilities:Accounts
      payable
              
              $
              44,719
              
              
              $
              1,299Accrued
      professional fees
              
              
              32,018
              
              
              
              -Due
      to related parties
              
              
              41,237
              
              
              
              1Total
      liabilities
              
              
              117,974
              
              
              
              1,300Commitments
      and contingenciesStockholders'
      (deficit) equity:Common
      stock, $0.001 par value, authorized 200,000,000,53,183,334
      and 77,350,000  issued and outstandingat
      January 31, 2008 and January 31, 2007, respectively
              
              
              53,183
              
              
              
              77,350Additional
      paid in capital
              
              
              120,316
              
              
              
              (6,100
              )Deficit
      accumulated during exploration stage
              
              
              (289,572
              )
              
              
              (57,073
              )Total
      stockholders' (deficit) equity
              
              
              (116,073
              )
              
              
              14,177Total
      liabilities and stockholders' (deficit) equity
              
              $
              1,901
              
              
              $
              15,477






The
accompanying notes are an integral part of these consolidated financial statements




F-3




RED
LAKE EXPLORATION, INC. (AN
EXPLORATION STAGE COMPANY) CONSOLIDATED
STATEMENTS OF OPERATIONS


FromJanuary
      10,2005For
      the Years
              
              
              (Inception)
      toEnded
      January 31,
              
              
              January
      31,2008
              
              
              2007
              
              
              2008Operating
      Expenses:Administrative
              
              $
              56,368
              
              
              $
              541
              
              
              $
              56,909Advertising
      and promotion
              
              
              4,837
              
              
              
              -
              
              
              
              4,837Bank
      charges and interest
              
              
              263
              
              
              
              514
              
              
              
              907Donated
      rent
              
              
              750
              
              
              
              3,000
              
              
              
              4,750Donated
      service fees
              
              
              1,500
              
              
              
              6,000
              
              
              
              9,500Mineral
      and exploration costs
              
              
              54,345
              
              
              
              13,953
              
              
              
              68,298Office
              
              
              2,061
              
              
              
              -
              
              
              
              2,061Professional
      fees
              
              
              72,747
              
              
              
              18,250
              
              
              
              91,822Regulatory
              
              
              9,830
              
              
              
              1,607
              
              
              
              11,670Travel
      and entertainment
              
              
              29,131
              
              
              
              -
              
              
              
              29,131Impairment
      loss on mineral property costs
              
              
              -
              
              
              
              -
              
              
              
              9,000Foreign
      exchange
              
              
              667
              
              
              
              20
              
              
              
              687Net
      loss for the period
              
              $
              (232,499
              )
              
              $
              (43,885
              )
              
              $
              (289,572
              )Net
      loss per share - basic and diluted
              
              $
              (0.00
              )
              
              $
              (0.00
              )Weighted
      average number of sharesoutstanding
      - basic and diluted
              
              
              62,348,174
              
              
              
              77,350,000






The
accompanying notes are an integral part of these consolidated financial
statements




F-4


RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY) CONSOLIDATED
STATEMENT OF STOCKHOLDERS' (DEFICIT) EQUITY FOR
THE PERIOD FROM JANUARY 10, 2005 (INCEPTION) TO JANUARY 31, 2008


DeficitCommon
      Stock Issued
              
              
              
              
              
              AccumulatedNumber
              
              
              
              
              
              Additional
              
              
              During
      theof
              
              
              
              
              
              Paid-in
              
              
              DevelopmentShares
              
              
              Amount
              
              
              Capital
              
              
              Stage
              
              
              TotalBalance
      at January 10,  2005 (Inception)
              
              
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (825
              )
              
              
              (825
              )Balance
      at January 31, 2005
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (825
              )
              
              
              (825
              )Common
      stock issued for cash
              
              
              77,350,000
              
              
              
              77,350
              
              
              
              (18,100
              )
              
              
              -
              
              
              
              59,250Donated
      services
              
              
              -
              
              
              
              -
              
              
              
              3,000
              
              
              
              -
              
              
              
              3,000Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (12,363
              )
              
              
              (12,363
              )Balance
      at January 31, 2006
              
              
              77,350,000
              
              
              
              77,350
              
              
              
              (15,100
              )
              
              
              (13,188
              )
              
              
              49,062Donated
      services
              
              
              -
              
              
              
              -
              
              
              
              9,000
              
              
              
              -
              
              
              
              9,000Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (43,885
              )
              
              
              (43,885
              )-Balance
      at January 31, 2007
              
              
              77,350,000
              
              
              
              77,350
              
              
              
              (6,100
              )
              
              
              (57,073
              )
              
              
              14,177Donated
      services
              
              
              -
              
              
              
              -
              
              
              
              2,250
              
              
              
              -
              
              
              
              2,250Return
      common shares to treasury
              
              
              (24,500,000
              )
              
              
              (24,500
              )
              
              
              24,499
              
              
              
              -
              
              
              
              (1
              )Common
      stock issued for cash
              
              
              333,334
              
              
              
              333
              
              
              
              99,667
              
              
              
              -
              
              
              
              100,000Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (232,499
              )
              
              
              (232,499
              )Balance
      at January 31, 2008
              
              
              53,183,334
              
              
              $
              53,183
              
              
              $
              120,316
              
              
              $
              (289,572
              )
              
              $
              (116,073
              )


On
June 15, 2007, the Company declared a forward split of 13 new common shares for
every one common share outstanding. All share amounts have been retroactively
adjusted for all periods presented.






The
accompanying notes are an integral part of these consolidated financial
statements




F-5


RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY) CONSOLIDATED
STATEMENTS OF CASH FLOWS


FromJanuary
      10,2005For
      the Years
              
              
              (Inception)
      toEnded
      January 31,
              
              
              January
      31,2008
              
              
              2007
              
              
              2008Cash
      flows from operating activities:Net
      loss
              
              $
              (232,499
              )
              
              $
              (43,885
              )
              
              $
              (289,572
              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Donated
      services and rent
              
              
              2,250
              
              
              
              9,000
              
              
              
              14,250Impairment
      loss on mineral property costs
              
              
              -
              
              
              
              -
              
              
              
              9,000Changes
      in operating assets and liabilities:Accounts
      payable
              
              
              43,420
              
              
              
              1,300
              
              
              
              44,720Accrued
      professional fees
              
              
              32,018
              
              
              
              -
              
              
              
              32,018Due
      to related parties
              
              
              41,235
              
              
              
              -
              
              
              
              41,235Net
      cash used in operating activities
              
              
              (113,576
              )
              
              
              (33,585
              )
              
              
              (148,349
              )Cash
      flows from investing activities:Acquisition
      of mineral properties
              
              
              -
              
              
              
              -
              
              
              
              (9,000
              )Net
      cash used in investing activities
              
              
              -
              
              
              
              -
              
              
              
              (9,000
              )Cash
      flows from financing activities:Proceeds
      from issuance of common stock
              
              
              100,000
              
              
              
              -
              
              
              
              159,250Net
      cash provided by financing activities
              
              
              100,000
              
              
              
              -
              
              
              
              159,250(Decrease)
      increase in cash during the period
              
              
              (13,576
              )
              
              
              (33,585
              )
              
              
              1,901Cash,
      beginning of period
              
              
              15,477
              
              
              
              49,062
              
              
              
              -Cash,
      end of period
              
              $
              1,901
              
              
              $
              15,477
              
              
              $
              1,901Supplemental
      disclosures:Cash
      paid during the period for:Taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -Interest
              
              $
              -
              
              
              $
              -
              
              
              $
              -Non-cash
      financing transaction:Acquisition
      of 24,500,000 common shares
              
              $
              1
              
              
              $
              -
              
              
              $
              1






The
accompanying notes are an integral part of these consolidated financial
statements




F-6




RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY
31, 2008 AND 2007






NOTE
1 - ORGANIZATION AND BASIS OF PRESENTATION
  Nature
of Operations
  Red Lake
Exploration, Inc. (the Company or Red Lake) was incorporated on January 10,
2005, under the laws of the State of Nevada. On August 21, 2007, Red Lake
acquired a 99% interest in Minera Polymet Limitada (Polymet), a limited
liability company formed on August 21, 2007, under the laws of the Republic of
Chile.
 
 Red Lake
is involved in the acquisition and exploration of mineral
resources.  On November 20, 2007, through Polymet, the Company
acquired an option on mineral holdings in Chile.  On November 27,
2007, Red Lake abandoned their mineral claims in Ontario, Canada.  The
Company has not determined whether its properties contain mineral reserves that
are economically recoverable.  In these notes, the terms “Company”,
“we”, “us” or “our” mean Red Lake Exploration, Inc. and its subsidiary whose
operations are included in these consolidated financial statements.
 
 Exploration
Stage
 
 These
consolidated financial statements and related notes are presented in accordance
with accounting principles generally accepted in the United States of America,
and are expressed in United States dollars.  Red Lake has not produced
any revenues from its principal business or commenced significant operations and
is considered an Exploration Stage Company, as defined by Statement of Financial
Accounting Standard (SFAS) No.7 Accounting and Reporting by
Development Stage Enterprises.
 
 The
Company is in the early exploration stage.  In an exploration stage
company, management devotes most of its time to conducting exploratory work and
developing its business.  These consolidated financial statements have
been prepared on a going-concern basis, which implies the Company will continue
to realize its assets and discharge its liabilities in the normal course of
business.  The Company has never paid any dividends and is unlikely to
pay dividends or generate earnings in the immediate or foreseeable
future.  The Company’s continuation as a going concern and its ability
to emerge from the exploration stage with any planned principal business
activity is dependent upon the continued financial support of its shareholders
and its ability to obtain the necessary equity financing and attain profitable
operations.
 
 NOTE 2 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
  Principles
of Consolidation
 
 The
Company’s consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States.
  These
consolidated financial statements include the financial statements of Red Lake
and Polymet, its majority owned subsidiary. All significant intercompany
balances and transactions have been eliminated from the consolidated financial
results.
 
 Reclassifications
  Certain
amounts in the prior year’s financial statements have been reclassified to
conform to the current year’s presentation.
  F-7
 RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY
31, 2008 AND 2007
 
 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
 
 Cash
and Cash Equivalents
 
 For
purposes of the balance sheet and statement of cash flows, the Company considers
all amounts on deposit with financial institutions and highly liquid investments
with maturities of 90 days or less to be cash equivalents.  At January
31, 2008 and 2007, the Company had no cash equivalents.
 
 Financial
Instruments
 
 Foreign
Exchange Risk
 
 The
Company is subject to foreign exchange risk for sales and purchases denominated
in foreign currencies.  The functional currency for Polymet is the
Chilean peso.  Foreign currency risk arises from the fluctuation of
foreign exchange rates and the degree of volatility of these rates relative to
the United States dollar.  The Company does not believe that it has
any material risk to its foreign currency exchange.
 
 Fair
Value of Financial Instruments
 
 The
Company’s financial instruments include cash, accounts payable and accrued
professional fees.  The fair value of these financial instruments
approximates their carrying values due to their short maturities.
 
 Concentration
of Credit Risk
 
 Financial
instruments that potentially subject the Company to significant concentrations
of credit risk consist principally of cash.
 
 At
January 31, 2008 and 2007, the Company had approximately $1,900 and $15,000,
respectively in cash that was not insured.  This cash is on deposit
with a major chartered Canadian bank.  As part of its cash management
process, the Company performs periodic evaluations of the relative credit
standing of this financial institution.  The Company has not
experienced any losses in cash balances and does not believe it is exposed to
any significant credit risk on its cash.
 
 Accounting
Estimates
 
 The
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.  Actual results could differ
from those estimates.
 
 The
Company’s consolidated financial statements are based on a number of significant
estimates, including an estimate for accrued professional fees.
 
 Revenue
Recognition
 
 Mining
revenue will be recognized as income when minerals are produced and
sold.  Interest revenue is recognized at the end of each
month.
  F-8
  RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY
31, 2008 AND 2007
   NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
  Long-lived
Assets
  In
accordance with SFAS No. 144, “Accounting for the Impairment or
Disposal of Long-Lived Assets”, the carrying value of long-lived assets
is reviewed on a regular basis for the existence of facts or circumstances that
may suggest impairment. The Company recognizes impairment when the sum of the
expected undiscounted future cash flows is less than the carrying amount of the
asset. Impairment losses, if any, are measured as the excess of the carrying
amount of the asset over its estimated fair value.  The Company’s only
long-lived asset is its unproven mineral interests.  At January 31,
2008 and 2007 the Company had no impairment losses with respect to its unproven
mineral interests.
  Unproved
Mineral Property Costs
  The
Company has been in the exploration stage since its inception on January 10,
2005 and has not yet realized any revenues from its operations. It is primarily
engaged in acquiring and exploring mining properties. Mineral property
exploration costs are expensed as incurred. Mineral property acquisition costs
are initially capitalized when incurred using the guidance in Emerging Issues
Task Force (EITF) 04-02, Whether Mineral Rights Are Tangible
or Intangible Assets. The Company assesses the carrying costs for
impairment under SFAS No. 144, Accounting for Impairment or
Disposal of Long Lived Assets at each fiscal quarter end. When it has
been determined that a mineral property can be economically developed as a
result of establishing proven and probable reserves, the costs then incurred to
develop such property, are capitalized. Such costs will be amortized using the
units-of-production method over the estimated life of the probable reserve. If
mineral properties are subsequently abandoned or impaired, any capitalized costs
will be charged to operations.
  Asset
Retirement Obligations
  SFAS No.
143, Accounting for Asset
Retirement Obligations addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. Specifically, SFAS No. 143 requires that the
fair value of a liability for an asset retirement obligation be recognized in
the period in which it is incurred if a reasonable estimate of fair value can be
made. In addition, the asset retirement cost is capitalized as part of the
asset’s carrying value and subsequently allocated to expense over the asset’s
useful life. At January 31, 2008 and 2007, the Company did not have any asset
retirement obligations.
  Income
Taxes
 
 Income
tax expense is based on pre-tax financial accounting income.  Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets, including tax loss and credit carryforwards, and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.  Deferred income tax expense represents the change
during the period in the deferred tax assets and deferred tax liabilities. The
components of the deferred tax assets and liabilities are individually
classified as current and non-current based on their characteristics. Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized.
  F-9
 RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY
31, 2008 AND 2007
 
 
 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
 
 Stock-based
Compensation
 
 In
December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No.
123(R), Share-Based
Payment (SFAS 123(R)), which is a revision of SFAS No. 123, Accounting for Stock-Based
Compensation.  SFAS 123(R) is effective for public companies
for the first fiscal year beginning after June 15, 2005, supersedes Accounting
Principles Board Opinion No. 25 (APB 25), Accounting for Stock Issued to
Employees, and amends SFAS 95, Statement of Cash
Flows.  SFAS 123(R) eliminates the option to use APB 25’s
intrinsic value method of accounting and requires that the expense for stock
compensation be recorded based on a fair value method.
 
 The
Company follows the “modified prospective method”, which requires the Company to
recognize compensation costs for all share-based payments, whether granted,
modified or settled, in its consolidated financial statements.
 
 Comprehensive
Income
 
 Comprehensive
income reflects changes in equity that result from transactions and economic
events from non-owner sources.  The Company had no comprehensive
income for the years ended January 31, 2008 and 2007.
 
 Basic
and Diluted Net Loss per Common Share
 
 Basic net
loss per share is computed by dividing the net loss attributable to the common
stockholders by the weighted average number of common shares outstanding during
the reporting period.  Diluted net income per common share includes
the dilution that could occur upon the exercise of options and warrants to
acquire common stock, computed using the treasury stock method which assumes
that the increase in the number of shares is reduced by the number of shares
that the Company could have repurchased with the proceeds from the exercise of
options and warrants (which are assumed to have been made at the average market
price of the common shares during the reporting period).
 
 Potential
common shares are excluded from the diluted loss per share computation in net
loss periods as their inclusion would be anti-dilutive.
 
 At
January 31, 2008 and 2007, the Company had 53,183,334 and 77,350,000, shares of
common stock issued and outstanding, respectively, 166,667, and 0 warrants
outstanding, respectively and no outstanding options or convertible
debt.
 
 Recent
Accounting Pronouncements
 
 In
February 2006, FASB issued SFAS No. 155 (SFAS 155), Accounting for Certain Hybrid
Financial Instruments - an amendment of FASB Statements No. 133 and 140.
This Statement amends FASB Statements No. 133, Accounting for Derivative
Instruments and Hedging Activities, and No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities. This
Statement resolves issues addressed in Statement 133 Implementation Issue No.
D1, Application of Statement
133 to Beneficial Interests in Securitized Financial Assets. This
statement is effective for all financial instruments acquired or issued after
the beginning of an entity’s first fiscal year that begins after September 15,
2006. Adoption of SFAS 155 did not have a material impact on the Company’s
consolidated financial statements.
  F-10
 RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY
31, 2008 AND 2007
 
  NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
 
 Recent
Accounting Pronouncements, continued
 
 In March
2006, the FASB issued SFAS No. 156 (SFAS 156), Accounting for Servicing of
Financial Assets - an amendment of FASB Statement No. 140. SFAS 156
amends SFAS No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities, with
respect to accounting for separately recognized servicing assets and servicing
liabilities. SFAS 156 is effective for fiscal years that begin after September
15, 2006, with early adoption permitted as of the beginning of an entity’s
fiscal year. The Company does not have any servicing assets or servicing
liabilities and, accordingly, the adoption of SFAS 156 did not have a material
impact on the Company’s consolidated financial statements.
  In
July 2006, the FASB issued FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty
in Income Taxes.
FIN 48 clarifies the accounting for uncertainty in income taxes recognized
in an enterprise's financial statements in accordance with SFAS No. 109,
Accounting for Income
Taxes; prescribes a recognition threshold and measurement attribute for
the financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return; and provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition. FIN 48 was effective beginning February 1,
2007.
  The
Company adopted the provisions of FIN 48 on February 1, 2007. FIN 48 provides
detailed guidance for the financial statement recognition, measurement and
disclosure of uncertain tax positions recognized in the financial statements in
accordance with SFAS 109. Tax positions must meet a “more-likely-than-not”
recognition threshold at the effective date to be recognized upon the adoption
of FIN 48 and in subsequent periods. The adoption of FIN 48 had an immaterial
impact on the Company’s consolidated financial position and did not result in
unrecognized tax benefits being recorded. Accordingly, no corresponding interest
and penalties have been accrued. The Company files income tax returns in the
U.S. federal, state and Chilean jurisdictions. No federal, state income tax
examinations are underway in these jurisdictions. The Company has prior years’
net operating losses which remain open for examination.
  In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements(SFAS
No. 157).  SFAS No. 157 defines fair value, establishes a
framework for measuring fair value and enhances disclosures about fair value
measures required under other accounting pronouncements, but does not change
existing guidance as to whether or not an instrument is carried at fair
value.  SFAS No. 157 will be effective for the Company beginning
on February 1, 2008.  The adoption of SFAS 157 is not expected to have
a significant impact on our consolidated financial statements.
  In
September 2006, the FASB issued SFAS 158 (SFAS 158), Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements
No. 87, 88, 106, and 132(R). This statement requires an
employer to recognize the over-funded or under-funded status of a defined
benefit postretirement plan as an asset or liability in its statement of
financial position and to recognize changes in that funded status in the year in
which the changes occur through comprehensive income of a business entity. This
statement also requires an employer to measure the funded status of a plan as of
the date of its year end statement of financial position, with limited
exceptions. The Company is required to initially recognize the funded status of
a defined benefit post retirement plan and to provide the required disclosures
as of the end of the fiscal year ending after December 15,
2006.  The requirement to measure plan assets and benefit obligations
as of the date of the employer’s fiscal year end statement of financial position
is effective for fiscal years ending after December 15, 2008, or fiscal
2009 for the Company. Adoption of SFAS 158 is not expected to have a material
impact on the Company’s consolidated financial statements.
  F-11
  RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY
31, 2008 AND 2007
   NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
 
 Recent
Accounting Pronouncements, continued
 
 In
September 2006, the Securities and Exchange Commission staff published
Staff Accounting Bulletin SAB No. 108 (SAB 108), Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements. SAB 108 addresses quantifying the financial statement effects
of misstatements, specifically, how the effects of prior years’ uncorrected
errors must be considered in quantifying misstatements in the current year
financial statements. SAB 108 is effective for fiscal years ending after
November 15, 2006. The Company adopted SAB 108 on February 1,
2007.  The adoption did not have a material impact on the Company’s
consolidated financial statements.
 
 In
February 2007, the FASB issued SFAS No. 159 (SFAS 159), The Fair Value Option for Financial
Assets and Financial Liabilities-including an amendment of
SFAS No. 115 (SFAS 115), Accounting for Certain Investments
in Debt and Equity Securities, which applies to all entities with
available-for-sale and trading securities. This statement permits entities to
choose to measure many financial instruments and certain other items at fair
value. The objective is to improve financial reporting by providing entities
with the opportunity to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions. This statement is effective as of the
beginning of an entity’s first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provisions of FASB Statement No. 157, Fair Value Measurements. The
Company plans to adopt SFAS 159 effective February 1, 2008. The Company is in
the process of determining the effect, if any, that the adoption of SFAS 159
will have on their consolidated financial statements.
 
 In
June 2007, the EITF of the FASB reached a consensus on Issue No. 07-3,
Accounting for Nonrefundable
Advance Payments for Goods or Services Received for Use in Future Research and
Development Activities(EITF 07-3). EITF 07-3 requires that
non-refundable advance payments for goods or services that will be used or
rendered for future research and development activities must be deferred and
capitalized.  As the related goods are delivered or the services are
performed, or when the goods or services are no longer expected to be provided,
the deferred amounts must be recognized as an expense.  This issue is
effective for financial statements issued for fiscal years beginning after
December 15, 2007 and earlier application is not permitted. This consensus
is to be applied prospectively for new contracts entered into on or after the
effective date.  EITF 07-03 will be effective for the Company on
February 1, 2008.  The pronouncement is not expected to have a
material effect on our consolidated financial statements.
 
 In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations(SFAS
141(R)), which replaces SFAS 141, Business
Combinations.  SFAS 141(R) requires an acquirer to recognize
the assets acquired, the liabilities assumed, and any non-controlling interest
in the acquiree at the acquisition date, measured at their fair values as of
that date, with limited exceptions.  This statement also requires the
acquirer in a business combination achieved in stages to recognize the
identifiable assets and liabilities, as well as the non-controlling interest in
the acquiree, at the full amounts of their fair values. SFAS 141(R) makes
various other amendments to authoritative literature intended to provide
additional guidance or to confirm the guidance in that literature to that
provided in this statement. This statement applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15,
2008.  SFAS 141(R) will be effective for the Company on February 1,
2009.  We do not expect the adoption of SFAS 141(R) to have a
significant impact on our consolidated financial statements.
  F-12
 
 RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY
31, 2008 AND 2007
   NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
 
 Recent
Accounting Pronouncements, continued
 
 In
December 2007, the EITF of the FASB reached a consensus on Issue
No. 07-1, Accounting for
Collaborative Arrangements(EITF 07-1). The EITF concluded on the
definition of a collaborative arrangement and that revenues and costs incurred
with third parties in connection with collaborative arrangements would be
presented gross or net based on the criteria in EITF 99-19 and other accounting
literature.  Companies are also required to disclose the nature and
purpose of collaborative arrangements along with the accounting policies and the
classification and amounts of significant financial-statement amounts related to
the arrangements.  Activities in the arrangement conducted in a
separate legal entity should be accounted for under other accounting literature;
however, required disclosure under EITF 07-1 applies to the entire collaborative
agreement.  This issue is effective for financial statements issued
for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years, and is to be applied retrospectively to all periods
presented for all collaborative arrangements existing as of the effective date.
EITF 07-1 will be effective for the Company on February 1, 2009.  We
do not expect the adoption of EITF 07-1 to have a significant impact on our
consolidated financial statements.
 
 In
December 2007, FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements(SFAS 160), which amends Accounting
Research Bulletin No. 51, Consolidated Financial
Statements, to improve the relevance, comparability, and transparency of
the financial information that a reporting entity provides in its consolidated
financial statements.  SFAS 160 establishes accounting and reporting
standards that require the ownership interests in subsidiaries not held by the
parent to be clearly identified, labeled and presented in the consolidated
statement of financial position within equity, but separate from the parent’s
equity.  This statement also requires the amount of consolidated net
income attributable to the parent and to the non-controlling interest to be
clearly identified and presented on the face of the consolidated statement of
income.  Changes in a parent’s ownership interest while the parent
retains its controlling financial interest must be accounted for consistently,
and when a subsidiary is deconsolidated, any retained non-controlling equity
investment in the former subsidiary must be initially measured at fair
value.  The gain or loss on the deconsolidation of the subsidiary is
measured using the fair value of any non-controlling equity
investment.  The statement also requires entities to provide
sufficient disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the non-controlling
owners.  This statement applies prospectively to all entities that
prepare consolidated financial statements and applies prospectively for fiscal
years, and interim periods within those fiscal years, beginning on or after
December 15, 2008.  SFAS 160 will be effective for the Company on
February 1, 2009.  We do not expect the adoption of SFAS 160 to have a
significant impact on our consolidated financial statements.
  F-13
 
 RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY
31, 2008 AND 2007
   NOTE
3 - GOING CONCERN
 
 These
consolidated financial statements have been prepared on a going concern basis,
which implies the Company will continue to realize its assets and discharge its
liabilities in the normal course of business. The Company has not generated any
revenues since inception and has never paid any dividends and is unlikely to pay
dividends or generate earnings in the immediate or foreseeable future. The
continuation of the Company as a going concern is dependent upon the continued
financial support of its shareholders, the ability of the Company to obtain
necessary equity financing to continue operations, confirmation of the Company’s
interests in the underlying properties, and the attainment of profitable
operations. The Company’s ability to achieve and maintain profitability and
positive cash flows is dependent upon its ability to locate profitable mineral
properties, generate revenues from its mineral production and control production
costs. Based upon its current plans, the Company expects to incur operating
losses in future periods. At January 31, 2008, the Company had negative working
capital of $116,073 and accumulated losses of $289,572 since inception. These
factors raise substantial doubt regarding the Company’s ability to continue as a
going concern. There is no assurance that the Company will be able to generate
revenues in the future. These consolidated financial statements do not give any
effect to any adjustments that would be necessary should the Company be unable
to continue as a going concern and therefore be required to realize its assets
and discharge its liabilities in other than the normal course of business and at
amounts different from those reflected in the accompanying consolidated
financial statements.
  NOTE
4 – RELATED-PARTY TRANSACTIONS
  At
January 31, 2008 and 2007, the Company owed a company controlled by a director
$39,010 and $0, respectively. During the years ended January 31, 2008 and 2007,
the Company paid or accrued $54,345 in exploration fees to the same
company.
  At
January 31, 2008 and 2007, the Company owed its president $2,227 and $0 for
expenses the president paid on behalf of the Company.
  On
November 20, 2007, the Company entered into an agreement to acquire an option to
purchase the Farellon Alto Uno al Ocho mineral properties from a company
controlled by a shareholder.  (Notes 5 and 11)
  The
Company recognized donated rent at $250 per month and donated services provided
by the president of the Company at $500 per month until April 30, 2007. For the
years ended January 31, 2008 and 2007, the Company recognized $750 and $3,000
respectively in donated rent and $1,500 and $6,000 respectively in donated
services.
  On June
20, 2007 the president of the Company returned 24,500,000 restricted shares to
treasury for consideration of $1.  (Note 6)
  F-14
  RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY
31, 2008 AND 2007
 
 NOTE
5 – UNPROVED MINERAL PROPERTIES
  Canadian
Unproved Mineral Properties
 
 The
Company entered into an agreement on November 15, 2005, whereby it acquired a
100% interest in three mineral claims, comprising an area of 413.3 hectares,
located in the Red Lake mining district in Ontario, Canada, for $9,000 in cash.
On November 20, 2007, the Company abandoned these claims.
 
 Chilean
Unproved Mineral Properties
 
 On
September 25, 2007, Polymet entered into an agreement to acquire by assignment
the option to purchase the Farellon Alto Uno al Ocho mineral properties located
in the Sierra Pan de Azucar, Province of Huasco, III Region of Atacama in Chile
from a related company.  Under the terms of the agreement we agreed to
pay $250,000 to a related company to exercise the option when the assignment
agreement was recorded with the registrar of the Registrar of
Mines.  Once the option is exercised, the Company can purchase the
mining property by paying $300,000 by May 4, 2008, and a royalty equal to 1.5%
of the net sales of minerals extracted from the property up to a total of
$600,000.  The royalty payments are due monthly once exploitation
begins, and are subject to minimum payments of $1,000 per month.  On
November 20, 2007, the assignment of the option on the mineral holdings was
recorded with the registrar in Chile.  On November 20, 2007, the
Company entered into an amendment to the September 25, 2007 agreement whereby
the option payment date was changed to April 30, 2008.  (Notes 4, 8
and11)
  NOTE
6 - COMMON STOCK
 On August
1, 2007, the Company issued 333,334 units at $0.30 per unit by way of a private
placement for cash of $100,000. Each unit compromises one common share and 1⁄2 of
one common share purchase warrant (a total of 166,667 common stock purchase
warrants).  Two warrants entitle the holder to purchase one common
share for $0.50. The warrants have a two-year term and will expire on August 1,
2009.  (Note 7)
  On June
20, 2007 the Company acquired  24,500,000 shares from the president
for consideration of $1.  Upon acquisition, these shares were
cancelled.  (Note 4)
  On June
19, 2007, the Company increased its authorized capital from 75,000,000 to
200,000,000 common shares with a par value of $0.001 per share.
  On June
15, 2007, the Company declared a 13 common share for every one common share,
forward stock split.   All share amounts were retroactively
adjusted for all periods presented.
  On
January 31, 2006, the Company issued 10,850,000 (post forward split) shares of
common stock at a price of $0.0035714 per share for proceeds of
$38,750.
  On
October 28, 2005, the Company issued 24,500,000 (post forward split) shares of
common stock at a price of $0.0007143 per share for proceeds of
$17,500.
  On
October 3, 2005, the Company issued 42,000,000 (post forward split) shares of
common stock to its president at the price of $0.00007143 per share for proceeds
of $3,000.
  For
subsequent issuances refer to Note 11.
  F-15
  RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY
31, 2008 AND 2007
   NOTE
      7 – WARRANTS
  All of
Red Lakes’ warrants were issued in connection with the issuance of units (one
common share and 1⁄2 common share purchase warrant).  (Notes 6 and
11)
 
 During
the years ended January 31, 2008 and 2007, the following share purchase warrants
were granted:
 
 2008
              
              
              2007Balance
      at the beginning of the period
              
              
              -
              
              
              
              -Warrants
      granted
              
              
              166,667
              
              
              
              -Balance
      at the end of the period
              
              
              166,667
              
              
              
              -
  NOTE
8 - COMMITMENTS
 
 Our
commitments under the Farellon agreement are the only contractual obligations
that we had at January 31, 2008.  The following table contains
information regarding total contractual obligations and commitments as of
January 31, 2008.  (Notes 5 and 11)
 
 Future
      minimum payments
              
              Option
      payment
              
              
              Partial
      purchase payment
              
              
              Royalty
      payments*2009
              
              $
              250,000
              
              
              $
              300,000
              
              
              $
              8,0002010
              
              
              -
              
              
              
              -
              
              
              
              12,0002011
              
              
              -
              
              
              
              -
              
              
              
              12,0002012
              
              
              -
              
              
              
              -
              
              
              
              12,0002013
              
              
              -
              
              
              
              -
              
              
              
              12,000After
      2013
              
              
              -
              
              
              
              -
              
              
              
              544,000Total
      future minimum payments
              
              $
              250,000
              
              
              $
              300,000
              
              
              $
              600,000
 *
Assuming the Company commences exploitation in June of 2008 (Note
5)
 
 NOTE
9 – ACQUISITION OF BUSINESS
  The
Company formed and acquired Polymet on August 21, 2007 and accounted for the
acquisition by the purchase method of accounting.  Polymet did not
have any net assets or operations on the date of acquisition.  The
Company paid US$1,895 to acquire a 99% interest in Polymet.
  Pro-forma
operating results for the Company, assuming the acquisition of Polymet occurred
on January 31, 2007, have not been provided because Polymet was not formed at
January 31, 2007 and there would be no material difference in the financial
information presented.
  F-16
 RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY
31, 2008 AND 2007
   NOTE
10 – INCOME TAXES
  Income
tax expense has not been recognized for the years ended January 31, 2008 and
2007 and no taxes were payable at January 31, 2008 or 2007, because the Company
has incurred losses since its inception. Red Lake is subject to United
States federal and state taxes and Polymet is subject to federal taxes in
Chile.
  The
components of the Company’s net operating losses for the years ended January 31,
2008 and 2007, were:
  2008
              
              
              2007United
      States
              
              $
              (175,050
              )
              
              $
              (14,932
              )-Chile
              
              
              -
              
              
              
              -$
              (175,050
              )
              
              $
              (14,932
              )
  At
January 31, 2008 and 2007, the Company had the following deferred tax assets
that primarily relate to net operating losses.  The Company established a
100% valuation allowance, as management believes it is more likely than not that
the deferred tax assets will not be realized.
  2008
              
              
              2007Federal loss
      carryforwards (effective
      rate 34%)
              
              $
              64,998
              
              
              $
              5,481Foreign
      loss carryforwards
              
              
              -
              
              
              
              -64,998
              
              
              
              5,481Less:
      valuation allowance
              
              
              (64,998
              )
              
              
              (5,481
              )$
              ---
              
              
              $
              ---
  The
Company’s valuation allowance increased during 2008 and 2007 by $59,517 and
$5,077, respectively.
  The
Company had the following net operating loss carryforwards (NOLs)
at January 31:
  2008
              
              
              2007United
      States of America
              
              $
              191,170
              
              
              $
              16,120Chile
              
              
              -
              
              
              
              -$
              191,170
              
              
              $
              16,120
  The
federal NOLs expire through January 31, 2028.  The Company is a Nevada
corporation and is not subject to state taxes.
  F-17
 RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY
31, 2008 AND 2007
   NOTE
11 – SUBSEQUENT EVENTS
  Unproved
Chilean Mineral Properties
  Farellon
Alto Uno al Ocho Mineral Properties
  On April
25, 2008, we exercised the option to acquire the option to purchase the Farellon
Alto Uno al Ocho mining holdings by paying $250,000 to the
optionor.  (Notes 4, 5 and 8)
 
 On April
25, 2008, in accordance with the terms of the option to purchase the Farellon
Alto Uno al Ocho mineral properties, as required, we paid $300,000 to the owner
of the Farellon Alto Uno al Ocho mineral properties.  (Notes 5 and
8)
  Camila
Mineral Properties
  On
February 1, 2008, Polymet entered into an option agreement with a related
company to acquire mining concession whereby Polymet agreed to acquire an option
to purchase the Camila, Camila Dos, Camila Tres and Camila Cuatro mineral
properties, located in Quebrada Jilguero, Commune of Vallenar, Province of
Huasco, III Region of Atacama in Chile.  Under the terms of the
agreement, we paid $5,000 on February 1, 2008 and have agreed to pay $50,000 on
or before May 23, 2008 and $50,000 on or before November 21, 2008 to exercise
the option.  Once the option is exercised with the optionor, we are
required to pay $50,000 on or before December 7, 2008 and $100,000 on or before
June 7, 2009 to the owners of the property to exercise the property purchase
option.  Once the option with the property owners is exercised, the
Company can purchase the mining property by paying $200,000 to the owners on or
before December 7, 2009 and a royalty equal to 6% of the net sale of minerals
extracted from the property up to a total of $1,000,000.  To complete
the acquisition of the mineral properties, the full $1,000,000 or unpaid portion
is due and payable by December 7, 2011. The assignment of the option from the
related company to Polymet still has to be legalized in Chile and recorded in
the register of the Registrar of Mines. (Notes 5 and 8)
  Santa
Rosa Mineral Properties
  On
February 1, 2008, Polymet entered into an option agreement with a related
company to acquire mining concessions whereby Polymet agreed to acquire an
option to purchase the Santa Rosa Uno Al Seis and Porfiada Uno Al Diez mining
properties, located in Sierra Cordon El Tomate, Quebrada de Agua Grande, Commune
of Freirina, Province of Huasco, III Region of Atacama in
Chile.  Under the terms of the agreement we paid $9,500 on February 1,
2008, and have agreed to pay $8,500 per month from March 5, 2008 to July 5, 2008
and $50,000 on or before August 5, 2008 to exercise the option.  Once
the option is exercised with optionor, we are required to pay $7,500 per month
from August 20, 2008 to August 20, 2009 and $10,000 per month from September 20,
2009 to June 20, 2011 to the owner of the property to exercise the property
purchase option.  Once the option with the property owners is
exercised, the Company will owe the owners of the property a royalty equal to
1.5% of the net sale of minerals extracted from the property to a total of
$600,000, subject to a minimum monthly payment of $1,000 once exploitation
begins until the total purchase price of $600,000 is reached.  The
optionor has the right to extract minerals from the property until August 5,
2008, and must pay the Company a royalty equal to 5% of the net proceeds it
receives from the processor.  The assignment of the option from the
related company to Polymet has been legalized in Chile and sent to the Registrar
of Mines for recording. (Notes 5 and 8)
  During
April 2008, the Company received approximately $3,000 in royalties from the
optionor from minerals extracted, in respect of the 5% royalty.
  F-18
  RED
LAKE EXPLORATION, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY
31, 2008 AND 2007
   NOTE
11 – SUBSEQUENT EVENTS, continued
  Unproved
Chilean Mineral Properties, continued
  Drilling
Contract
 
 On March
5, 2008, we entered into a diamond-drilling contract with a Chilean drilling
company, whereby the Chilean drilling company has agreed to conduct exploration
work on the Camila and Santa Rosa mineral properties. Under the terms of the
contract the Company has agreed to pay $386,145 (169,400,000 Chilean pesos) and
the drilling company has agreed to complete an exploration program by June 27,
2008.  On March 18, 2008, we advanced $30,000 (12,855,000 Chilean
pesos) to the exploration company, to be applied against the total cost of the
contract.  On April 15, 2008, the drilling contract was legalized in
Chile.  (Notes 5 and 8)
 
 Private
Placements
  On April
21, 2008, the Company received subscriptions from four subscribers for a total
of 4,000,000 units at $0.25 per unit by way of a private placement for cash of
$1,000,000.  Each unit consists of one share of common stock and one
common stock purchase warrant entitling the holder to purchase one share of
common stock for $0.35.  The warrants have a term of two years and
will expire on April 21, 2010.  (Notes 6 and 7)
  F-19




SIGNATURES


In
accordance with the requirements of the Securities Exchange Act of 1934, Red
Metal Resources Ltd. (formerly Red Lake Exploration, Inc.) has caused this
report to be signed on its behalf by the undersigned duly authorized
persons.
  Date: January 20,
2009
  RED METAL
      RESOURCES, LTD.By:
                      /s/ Caitlin
      JeffsCaitlin Jeffs
                        President
  By:
                        /s/ John Da
      CostaJohn Da Costa
                          Chief
      Financial Officer
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the following
persons signed this report on behalf of Red Metal Resources Ltd. (former Red
Lake Exploration, Inc.) and in the capacities below on January 20,
2009 .
  Signature
and Title
  /s/
      Caitlin JeffsCaitlin
      Jeffs
                    Director,
      President, Secretary
  /s/
      John Da CostaJohn
      Da Costa
                    Chief
      Financial Officer
  /s/
      Michael ThompsonMichael
      Thompson
                    Director