ROCKFORD MINERALS, INC.

A DEVELOPMENT STAGE ENTERPRISE

PRO-FORMA BALANCE SHEET

(UNAUDITED - PREPARED BY MANAGEMENT)

See accompanying notes to these unaudited pro-forma financial statements.

ROCKFORD MINERALS, INC.

A DEVELOPMENT STAGE ENTERPRISE

PRO-FORMA STATEMENT OF OPERATIONS - SIX MONTHS ENDED APRIL 30, 2013

(UNAUDITED - PREPARED BY MANAGEMENT)

See accompanying notes to these unaudited pro-forma financial statements.

ROCKFORD MINERALS, INC.

A DEVELOPMENT STAGE ENTERPRISE

PRO-FORMA STATEMENT OF OPERATIONS –YEAR ENDED OCTOBER 31, 2012

(UNAUDITED - PREPARED BY MANAGEMENT)

See accompanying notes to these unaudited pro-forma financial statements.

ROCKFORD MINERALS, INC.

A DEVELOPMENT STAGE ENTERPRISE

NOTES TO THE PRO-FORMA FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

(UNAUDITED – PREPARED BY MANAGEMENT)

On June 25, 2013, Rockford Minerals Inc. (“RMI”), its wholly-owned subsidiary 1896432 Ontario Inc. (“Subco”) and Tropic Spa Inc. (“TSI”) entered into a share exchange agreement (the “Exchange Agreement”) with certain of the shareholders of TSI (the “Selling Shareholders”) pursuant to which RMI acquired 78,030,877 common shares of TSI in exchange for the issuance of 78,030,877 preferred shares of Subco to the Selling Shareholders on a one-for-one basis. Each one preferred share of Subco is exchangeable into one share of the common stock of RMI at the option of the holder subject to the following restrictions:

Upon completion of the Exchange Agreement, the sole officer and director of TSI became the sole officer and a director of RMI and RMI adopted the business plan of TSI. TSI was the accounting acquirer (legal acquiree) and RMI was the accounting acquiree (legal acquirer). Since at the completion of the Exchange Agreement RMI had minimal operations, the transaction was accounted for as a capital transaction.

The pro-forma balance sheet is presented as if the Exchange Agreement were executed on April 30, 2013 and the pro-forma statements of operations for the three months ended April 30, 2013 and year ended October 31, 2012 are presented as if the Exchange Agreement had occurred at the beginning of the earliest period presented.

The former shareholders and management of TSI will own approximately 87% of the total issued and outstanding common shares of RMI, resulting in a reverse takeover/capitalization under United States generally accepted accounting principles (“US GAAP”).

The pro-forma balance sheet has been derived from combining the unaudited balance sheets of RMI as at April 30, 2013 and TSI as at May 31, 2013 and gives effect to the Exchange Agreement and other relevant information. The pro-forma balance sheet has been prepared as if the share exchange had occurred on April 30, 2013 and the adjustments disclosed in Note 3 had occurred on the same date. In the opinion of management, the pro-forma balance sheet includes all the adjustments necessary for fair presentation, inclusive of the effect of the assumptions stated in Note 3.

The pro-forma statement of operations for the six month period ended April 30, 2013 has been derived from combining the unaudited statements of operations of RMI for the six months ended April 30, 2013 and TSI for the six months ended May 31, 2013 and gives effect to the Exchange Agreement and other relevant information. In the opinion of management, the pro-forma statement of operations for the six months ended April 30, 2013 includes all the adjustments necessary for fair presentation, inclusive of the effect of the assumptions stated in Note 3.

ROCKFORD MINERALS, INC.

A DEVELOPMENT STAGE ENTERPRISE

NOTES TO THE PRO-FORMA FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

(UNAUDITED – PREPARED BY MANAGEMENT)

The pro-forma statement of operations for the year ended October 31, 2012 has been derived from combining the audited statements of operations of RMI for the fiscal year ended October 31, 2012 and TSI for the fiscal year ended August 31, 2012, and gives effect to the Exchange Agreement and other relevant information. The pro-forma statement of operations for the year ended October 31, 2012 has been prepared as if the Exchange Agreement had occurred on November 1, 2011 and the adjustments disclosed in Note 3 had occurred on the same date. In the opinion of management, the pro-forma statement of operations for the year ended October 31, 2012 includes all the adjustments necessary for fair presentation, inclusive of the effect of the assumptions stated in Note 3.

The pro-forma financial statements are not necessarily reflective of the financial position and results of operations that would have resulted if the events noted herein had occurred on the specified dates, but rather reflects the pro-forma presentation of specific transactions. Further, the pro-forma financial statements are not necessarily indicative of the financial position and results of operations that may exist in the future. The pro-forma statements should be read in conjunction with RMI’s and TSI’s unaudited and audited financial statements.

For the purposes of these pro-forma financial statements it has been assumed that, ultimately, 100% of the outstanding common shares of TSI (100,000,000) will be exchanged for common shares of RMI.

On June 25, 2013, RMI entered into the Exchange Agreement in connection with the acquisition of TSI by reverse merger. Pursuant to the Exchange Agreement, RMI acquired 78,030,877 common shares of TSI by Subco issuing 78,030,877 of its preferred shares to the Selling Shareholders. As a result of the share exchange, the former shareholders of TSI control approximately 87% of the issued and outstanding common shares of RMI. The Exchange Agreement is a reverse takeover and there for has been accounted for under the acquisition method with TSI as the accounting acquirer and continuing entity for accounting and financial reporting purposes and RMI as the legal parent being the acquiree. The business is in the development stage and there is no active market to reliably determine fair value of the consideration other than the value of the identifiable assets acquired. Therefore, the purchase price allocation of the acquisition is based on the fair value of the net liabilities acquired which is charged to additional paid-in-capital (“APIC”).

The fair values of assets acquired and liabilities assumed are as follows:

ROCKFORD MINERALS, INC.

A DEVELOPMENT STAGE ENTERPRISE

NOTES TO THE PRO-FORMA FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

(UNAUDITED – PREPARED BY MANAGEMENT)

The pro-forma statements give effect to the following transactions as if they had occurred at April 30, 2013:

Effective with the completion of the Exchange Agreement, Subco issued 78,030,877 preferred shares to the Selling Shareholders and RMI acquired 78,030,877 issued and outstanding common shares of TSI. As a result of the exchange, the former shareholders of TSI control acquired preferred shares of Subco that are exchangeable into RMI common shares, collectively acquiring the right to control RMI. If fully exchanged, these shareholders would control approximately 86.42% of the issued and outstanding common stock of RMI. The acquisition is a reverse takeover and there for has been accounted for using the acquisition method with TSI as the accounting acquirer and continuing entity for accounting and financial reporting purposes and RMI as the legal parent. Accordingly, the net liabilities ($38,491 – Note 2), are eliminated against the additional paid in capital account of TSI.