UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

☒  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended May 31, 2015

 

or

 

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______to______.

 

Commission File Number: 333-149552

 

RIMROCK GOLD CORP.

 

(Exact name of registrant as specified in charter)

 

NEVADA		75-3266961
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employee Identification No.)

 

3651 Lindell Rd. Suite D155

 

Las Vegas, NV, 89103

 

(Address of Principal Executive Offices)(Zip Code)

 

Registrants telephone number, including area code: 1-800-854-7970

 

N/A

 

(Former Name or Former Address if Changed Since Last Report)

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ☒    No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer  ☐		Accelerated Filer  ☐
Non-Accelerated Filer  ☐  (Do not check if a smaller reporting company)		Smaller Reporting Company  ☒

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐   No  ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock. As of July 20, 2015, the registrant had 780,761,356 shares of common stock issued and outstanding.

 

 

 

RIMROCK GOLD CORP. AND SUBSIDIARIES

 

FORM 10-Q

 

May 31, 2015

 

INDEX

 

PART I—FINANCIAL INFORMATION
Item 1.	Condensed consolidated Financial Statements - Unaudited	F-1 to F-21
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
PART II—OTHER INFORMATION
Item 1	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	22
SIGNATURE		23

 

 

 

 

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

 

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

 

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.

 

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

 

USE OF CERTAIN DEFINED TERMS

 

Except as otherwise indicated by the context, references in this report to “we,” “us,” “our,” the “Company,” or “Rimrock Gold” are to the combined business of Rimrock Gold Corp. and its consolidated subsidiaries, Tucana Exploration Inc. and Rimrock Mining, Inc.

 

In addition, unless the context otherwise requires and for the purposes of this report only

 

•

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

 

•

“SEC” refers to the United States Securities and Exchange Commission;

 

•

“Securities Act” refers to the Securities Act of 1933, as amended;

 

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

RIMROCK GOLD CORP. AND SUBSIDIARIES

 

CONTENTS

 

PAGE		F-2		CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MAY 31, 2015 (UNAUDITED) AND AS OF AUGUST 31, 2014 (AUDITED).
PAGE		F-3		CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED MAY 31, 2015 AND 2014 (UNAUDITED).
PAGE		F-4		CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE NINE MONTHS ENDED MAY 31, 2015 AND 2014 (UNAUDITED).
PAGE		F-5		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED MAY 31, 2015 AND 2014 (UNAUDITED).
PAGE		F-6 to F-21		NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

 

 

 

RIMROCK GOLD CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(Expressed in United States Dollar)

 

		May 31,				August 31,
		2015				2014
		(Unaudited)				(Audited)
		$				$
ASSETS
Current assets
Cash			2,224				472
Prepaid and sundry			2,359				909
Total current assets			4,583				1,381
Non-current assets
Mining property claims [Note 6]			394,970				394,970
Equipment, net			1,724				612
Total assets			401,277				396,963
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current liabilities
Accounts payable and accrued liabilities			118,805				134,189
Short term advance [Note 7(a)]			—				50,000
Advances from a related party [Note 7(b)]			16,745				22,418
Convertible notes at fair value [Note 9]			293,383				241,864
Shares to be issued			4,740				4,740
Derivative liabilities [Note 10]			25				521
Total current liabilities			433,698				453,732
Going concern [Note 3]
Related party transactions [Note 8]
Contingencies and commitments [Note 13]
Subsequent events [Note 14]
Stockholders’ deficiency
Preferred stock, $0.001 par value, 1,000,000 shares authorized, nil preferred shares outstanding at May 31, 2015 and August 31, 2014, [Note 11]			—				—
Common stock, $0.001 par value, 1,900,000,000 shares authorized, 402,855,406 common shares outstanding as at May 31, 2015 and 37,664,627 as at August 31, 2014, [Note 11]			402,856				37,665
Additional paid-in capital			3,951,194				3,803,935
Shares to be issued [Note 12]			80,000				—
Accumulated deficit			(4,466,471	)			(3,898,369	)
Total stockholders’ deficiency			(32,421	)			(56,769	)
Total liabilities and stockholders’ deficiency			401,277				396,963

 

See accompanying notes

 

RIMROCK GOLD CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 

(Expressed in United States Dollar)

 

		For the				For the
		three months ended				three months ended
		May 31, 2015				May 31, 2014
		(Unaudited)				(Unaudited)
		$				$
EXPENSES
Professional fees [Note 11]			112,648				235,823
Reversal of professional fees [Note 11]			(280,000	)			—
Interest expense (including day one interest expense on convertible notes) [Note 9]			117,579				52,573
Changes in fair values of convertible notes and derivative [Note 10]			118,465				8,082
Office and general			6,073				10,399
Depreciation			154				30
Total operating expenses			74,919				306,907
Net loss from operations before income taxes			(74,919	)			(306,907	)
Income taxes			—				—
Net loss for the period			(74,919	)			(306,907	)
Loss  per share, basic and diluted			(0.0005	)			(0.0082	)
Weighted average number of
common shares outstanding			152,077,783				37,511,849

 

See accompanying notes

 

 

 

RIMROCK GOLD CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 

(Expressed in United States Dollar)

 

		For the				For the
		nine months ended				nine months ended
		May 31, 2015				May 31, 2014
		(Unaudited)				(Unaudited)
		$				$
EXPENSES
Professional fees [Note 11]			239,984				562,915
Interest expense (including day one interest expense on convertible notes) [Note 9]			179,015				52,763
Changes in fair values of convertible notes and derivative [Note 10]			130,767				8,082
Mining property maintenance fee [Note 6]			7,085				7,584
Rent and occupancy costs			—				3,283
Office and general			10,908				20,080
Depreciation			343				116
Total operating expenses			568,102				654,823
Net loss from operations before income taxes			(568,102	)			(654,823	)
Income taxes			—				—
Net loss for the period			(568,102	)			(654,823	)
Loss  per share, basic and diluted			(0.0074	)			(0.0177	)
Weighted average number of
common shares outstanding			76,221,441				36,917,650

 

See accompanying notes

 

 

 

 

 

RIMROCK GOLD CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(Expressed in United States Dollar)

 

		For the				For the
		nine months ended				nine months ended
		May 31, 2015				May 31, 2014
		(Unaudited)				(Unaudited)
		$				$
OPERATING ACTIVITIES
Net loss for the period			(568,102	)			(654,823	)
Items not affecting cash
Depreciation			343				116
Changes in fair values of convertible notes and derivative [Note 10]			130,767				—
Day one excess value interest expense on convertible notes [Note 9]			173,706				58,913
Issuance of common stock for services			160,000				381,500
Change in prepaid and sundry			(1,450	)			5,596
Change in accounts payable and accrued liabilities			(15,384	)			102,542
Net cash used in operating activities			(120,120	)			(106,156	)
INVESTING ACTIVITIES
Purchase of equipment			(1,455	)			—
Advances from a related party			(5,673	)			(19,120	)
Net cash used in investing activities			(7,128	)			(19,120	)
FINANCING ACTIVITIES
Proceeds from issuance of convertible notes			129,000				100,000
Issue of common stock, net of issuance costs			—				4,740
Net cash provided by/(used in) financing activities			129,000				104,740
Net increase (decrease) in cash during the period			1,752				(20,536	)
Cash, beginning of period			472				36,449
Cash, end of period			2,224				15,913

 

See accompanying notes

 

 

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MAY 31, 2015

(Expressed in United States Dollars)

 

1.	ORGANIZATION AND NATURE OF OPERATIONS

 

Rimrock Gold Corp. is a diversified mineral exploration company focused on identifying, acquiring, advancing, and drilling high-grade gold-silver exploration projects in Nevada.

 

Rimrock Gold Corp., formerly Tucana Lithium Corp., Oteegee Innovations Inc. and Pay By The Day Holdings Inc., (the “Company” or “Rimrock”) was incorporated in August 2007 in the State of Nevada.   On January 24, 2013, the Company filed a certificate of amendment to amend the articles of incorporation with the Nevada Secretary of State changing the Company’s name to Rimrock Gold Corp.

 

During October 2013, Rimrock Gold Corp., and its wholly owned subsidiary, Rimrock Mining Inc., closed a purchase agreement with RMIC Gold, a private Nevada company, to acquire an epithermal bonanza gold-silver property known as the Ivanhoe Creek Property. This transaction is a non-arms length transaction due to common ownership of a director. Ivanhoe Creek Property consists of 22 unpatented lode-mining claims (440 acres) situated in north-central Nevada. In consideration for the acquisition, the Company has agreed to issue 150,000 shares of the Company’s common shares to RMIC Gold.  Any mineral production from Ivanhoe Creek Property is subject to Net Smelter Returns royalties of 1% due to RMIC Gold.

 

The Company’s main exploration targets are for gold/silver deposits located in the State of Nevada.  The Company continues its plans to explore these properties.

 

The Company operates Tucana Exploration Inc. and Rimrock Mining, Inc. as wholly owned subsidiaries.

 

The Company operates under the web-site address www.rimrockgold.com.

 

2.	BASIS OF PRESENTATION

 

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three and nine months ended May 31, 2015 are not necessarily indicative of the results that may be expected for the year ending August 31, 2015.  For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended August 31, 2014.

 

The accompanying unaudited interim condensed consolidated financial statements of the Company include the accounts of Rimrock Gold Corp. and its wholly owned subsidiaries. Inter-company balances and transactions have been eliminated upon consolidation.

 

3.	GOING CONCERN

 

The accompanying unaudited interim condensed consolidated financial statements have been prepared assuming the Company will continue on a going concern basis. The Company has incurred losses during the three and nine months ended May 31, 2015 amounting to $74,919 and $568,102 and has accumulated deficit of $4,466,471 as at May 31, 2015. The ability of the Company to continue as a going-concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. Management is actively targeting sources of additional financing to provide continuation of the Company’s operations. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing.

 

 

 

 

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MAY 31, 2015

(Expressed in United States Dollars)

 

The Company is actively seeking financing to fully execute the next phase of the Company’s exploration campaign and future acquisitions. Any capital raised will be through either a private placement or a convertible debenture and will result in the issuance of common shares from the Company’s authorized capital.   The Company believes it can satisfy minimum cash requirements for the next twelve months with either an equity financing, convertible debenture or if needed, loans from shareholders.

 

There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in these unaudited interim condensed consolidated financial statements.

 

The unaudited interim condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

 

4.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accounting policies of the Company are in accordance with accounting principles generally accepted in the United States of America.  Presented below are those policies considered particularly significant:

 

Exploration Stage Company

 

The Company is an exploration stage company.  The Company is still devoting substantially all of its efforts on establishing the business.  All losses accumulated, since inception, have been considered as part of the Company’s exploration stage activities.

 

Convertible notes

 

The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40.

 

The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt.

 

Mineral Properties and Exploration and Development Costs

 

The costs of acquiring mineral rights are capitalized at the date of acquisition. After acquisition, various factors can affect the recoverability of the capitalized costs. If, after review, management concludes that the carrying amount of a mineral property is impaired, it will be written down to estimated fair value. Exploration and pre-extraction expenditures incurred on mineral properties are expensed as incurred until such time the Company exits the Exploration Stage by establishing proven or probable reserves, as defined by the SEC under Industry Guide 7, through the completion of a “final” or “bankable” feasibility study. Development costs incurred on proven and probable reserves will be capitalized. Upon commencement of production, capitalized costs will be amortized using the unit-of-production method over the estimated life of the ore body based on proven and probable reserves (which exclude non-recoverable reserves and anticipated processing losses).

 

 

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MAY 31, 2015

(Expressed in United States Dollars)

 

When the Company receives an option payment related to a property, the proceeds of the payment are applied to reduce the carrying value of the exploration asset. Under Industry Guide 7, the Company does not have proven or probable reserves.

 

5.	RECENT ACCOUNTING PRONOUNCEMENTS

 

Recently Issued Accounting Standards

 

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by the Company as of the specified effective date.

 

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern, which will require an entity’s management to assess, for each annual and interim period, whether there is substantial doubt about the entity’s ability to continue as a going concern within one year of the financial statement issuance date. The definition of substantial doubt within the new standard incorporates a likelihood threshold of “probable” similar to the use of that term under current GAAP for loss contingencies. Certain disclosures will be required if conditions give rise to substantial doubt. The guidance will be effective for the Company beginning with fiscal year 2017. Early adoption is permitted. The Company is currently evaluating the impact that this amended guidance will have on its consolidated financial statements and related disclosures.

 

On May 28, 2014, the FASB issued a new financial accounting standard on revenue from contracts with customers, Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. Early adoption is not permitted. The Company is currently evaluating the impact of this accounting standard.

 

On April 7, 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts and the accounting for debt issue costs under IFRS. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments in this Update apply to all companies. They become effective for public business entities in the annual period ending after December 15, 2015, and interim periods within those fiscal years, with early application permitted. The Company is currently evaluating the impact of this accounting standard.

 

Recently Adopted Accounting Standards

 

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

 

The early adoption of ASU 2014-10 is permitted which removed the development stage entity financial reporting requirements from the Company. The Company adopted the new requirements in its financial reporting effective from September 1, 2014.

 

 

 

 

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MAY 31, 2015

(Expressed in United States Dollars)

 

6.	MINERAL PROPERTY CLAIMS

As of May 31, 2015, the Company had Gold Properties in Nevada.  These mineral properties are acquired through purchase or lease agreements and are subject to varying royalty interests and lease payments.  During the nine months ended May 31, 2015, maintenance payments of $7,085 (nine months ended May 31, 2014 – $7,584) were made to maintain these mineral properties.

 

Mineral property claims acquisition costs consist of the following: 

 

		May 31, 2015				August 31, 2014
Rimrock Property, West Silver Cloud and Pony Spur (a)		$	74,970			$	74,970
Silver Cloud Property (b)		$	305,000			$	305,000
Ivanhoe Creek Property (c)		$	15,000			$	15,000
		$	394,970			$	394,970

 

a.	Rimrock Property, West Silver Cloud and Pony Spur

 

On February 11, 2013, the Company acquired interests in three prospective gold exploration properties known as the Rimrock Property, West Silver Cloud and Pony Spur, located in northeast Nevada.  The Acquired Properties (defined below) are comprised of almost 2,000 acres of land and are located on or in close proximity to the Carlin Trend and Midas Trend.

 

The Company acquired these interests through the issuance of 17,800,000 shares of its common stock in exchange for 100% of the shares in Rimrock Mining, Inc., a Nevada corporation.  Any mineral production from the Rimrock, West Silver Cloud, and Pony Spur Properties is subject to Net Smelter Returns royalties of 3%. Rimrock Mining, Inc. holds the interests in the properties and otherwise has nominal net assets.  In accordance with the guidance provided in ASC 805-50-30-5, the transaction has been accounted for as “Transactions between Entities under Common Control”. The acquired properties were recorded based on the carrying amounts in the accounts of the transferring entity at the date of transfer.  In addition, the Company issued 2,000,000 shares of its common stock to a consultant and paid legal charges amounting to $52,117 in connection with the transaction.  These costs were expensed in the period incurred.

 

b.	Silver Cloud Property

 

On May 3, 2013, the Company entered into a purchase agreement (the “Purchase Agreement”) to acquire an exploration epithermal bonanaza gold-silver property in Nevada, known as the Silver Cloud Property.  Pursuant to the Purchase Agreement, the Company acquired from Geologix a one hundred percent (100%) interest in and to: (i) the Mining Claims that compress 552 unpatented mining claims totaling 11,210 acres, and (ii) the Pescio Lease dated June 1, 1999 between Teck Resources Inc., and Carl Pescio and Janet Pescio, which requires that the Company pays $50,000 to the Pescio family annually. The lease term is to June 30, 2023 with option to extend the lease term for three subsequent ten years terms.

 

In consideration for the Mining Claims and the Pescio Lease, the Company shall issue to Geologix 500,000 shares of the Company’s common stock (the “Rimrock Shares”) comprised of 400,000 shares to Geologix and 100,000 shares Geologix is required to assign to Teck Resources Inc.  In addition, if the Company delineates more than two million ounces of gold in proven and probable reserves on the Mining Claims, then the Company will issue a further 250,000 common shares of the Company to Geologix.  Any mineral production from the Silver Cloud Property is subject to net smelter return royalties of 2% due to Royal Gold Inc. and 3% to the underlying claim owners.  These 500,000 shares were issued during the year ended August 31, 2013.  The acquired properties were recorded based on the fair value of the Company’s shares of common stock to be issued, which was determined based on a recent private placement transaction adjusted for the fair value of warrants issued under that transaction.

 

 

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MAY 31, 2015

(Expressed in United States Dollars)

 

The Company issued 1,000,000 shares of its common stock to a consultant and paid legal charges of $30,000 in connection with the transaction.  The total transaction costs of $180,000 have been included in the cost of the assets acquired.

 

c.	Ivanhoe Creek Property

 

During October 2013, the Company closed a purchase agreement with RMIC Gold to acquire an epithermal bonanza gold-silver property in Nevada known as the Ivanhoe Creek Property.  RMIC Gold is a private Nevada company controlled by Richard R. Redfern, who is a director of the Company and this is a non-arm’s length transaction. Pursuant to the Purchase Agreement, the Company acquired from RMIC Gold a one hundred percent (100%) interest in and to certain properties that compress 22 unpatented mining claims totaling 440 acres.  In consideration for the acquisition, the Company issued 150,000 shares of the Company’s common shares to RMIC Gold.  Any mineral production from Ivanhoe Creek Property is subject to Net Smelter Returns royalties of 1% due to RMIC Gold.  The acquired property was valued by the fair value of the Company’s share of common stock issued, which was based on a recent private placement transaction.

 

The Nevada claims are located on Federal land administered by the Bureau of Land Management (BLM). In order for the Company to maintain and hold its Nevada claims the Company is required to pay certain fees every year in accordance with the terms of the agreement.

 

7.

ADVANCES

 

a.	Short term advance

 

This was a short-term bridge loan from a non-related party and was repayable on demand. The amount was non-interest bearing, unsecured and due on demand. During the current quarter, the entire amount was converted into a convertible promissory note to Gold Coast Capital as disclosed in notes 9 and 10.

 

b.	Advances from a related party

 

These advances are from a shareholder of the Company. The amount is non-interest bearing, unsecured and due on demand. The carrying value of the advances approximates the market value due to the short-term maturity of the financial instruments.

 

8.	RELATED PARTY TRANSACTIONS

 

The transactions with related parties were in the normal course of operations and were measured at the exchange value which represented the amount of consideration established and agreed to by the parties.  

 

Consulting fees paid to Mr. Starkman (President and Chairman) for the three and nine months ended May 31, 2015 was $nil (three and nine months ended May 31, 2014 – $2,622).

 

Amounts due to a related party as at May 31, 2015 was $16,745 (August 31, 2014: $22,418) in connection with the reimbursement of expenses. These expenses have already been included in the statements of operations.

 

Pursuant to the Agreement signed between the Company and Uptick Capital LLC (related party by virtue of common directorship), both the parties agreed to make the following changes to the agreement dated March 1, 2013.

 

As of March 30, 2014 the agreement was deferred until January 1, 2015 on which date the Company was to make a one-time lump sum payment to Uptick Capital of 2.5 million shares for consulting services and thereafter beginning February 1, 2015 Renewal Payments from the agreement were to be changed to 750,000 shares per quarter from 250,000 per month paid in advance of the said period.

 

 

 

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MAY 31, 2015

(Expressed in United States Dollars)

 

The agreement was terminated in February 2015 and a final block of 4 million shares of common stock were issued in March 2015. These shares are valued at $80,000 based on the fair value of the shares on the date of issuance and were recorded under professional fees in the condensed consolidated statement of operations.

 

On February 2, 2015, the Company entered into Employment Contracts with Jordan Starkman and Richard R. Redfern. As one of the considerations under the contract, the Company issued 7 million shares of common stock of par value $0.001 common stock each to Jordan Starkman and Richard R. Redfern. These shares were valued at fair value as at that date which was $280,000. Further during March 2015, the Company entered into an agreement with Jordan Starkman and Richard R. Redfern for cancellation of its 14,000,000 shares of common stock issued to them during the previous quarter as a consideration for services. Accordingly, during the current quarter, the Company reversed this expense of $280,000 which was recorded in the previous quarter under professional fees in the condensed consolidated statement of operations.

 

9.	CONVERTIBLE NOTES AT FAIR VALUE

 

Convertible notes, as compound instruments, have been valued as whole and the fair value includes the valuation of embedded derivative element. As of May 31, 2015, the estimated fair value of our convertible promissory notes and warrants is as follows:

Convertible Notes and Warrants		Fair Value February 28, 2015 or Issuance				Fair Value May 31, 2015
Redwood Funds Convertible Note - $100,000		$	121,284			$	120,758
KBM Convertible Note #1 (issued August 25, 2014) - $88,500		$	129,440			$	251
KBM Convertible Note #2 (issued October 1, 2014) - $42,500		$	76,535			$	53,564
KBM Convertible Note #3 (issued December 30, 2014) - $33,000		$	63,858			$	43,053
Gold Coast Capital #1 (issued March 21, 2015) – $50,000		$	98,433				—
Gold Coast Capital #2 (issued March 21, 2015) - $10,000		$	40,738			$	17,911
VIS Vires Group #1 (issued March 31, 2015) – $10,500		$	25,144			$	15,479
VIS Vires Group #2 (issued April 27, 2015) – $33,000		$	51,455			$	42,367
Total – Convertible notes at fair value						$	293,383
Redwood Funds Warrants – 100,000 - Warrants		$	506			$	25

 

 

Redwood Fund Convertible Note and Warrants

 

 

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MAY 31, 2015

(Expressed in United States Dollars)

 

On April 14, 2014, the Company issued a $100,000 12% convertible note with a term to October 14, 2014 (the “Maturity Date”) to Redwood Fund (the “Holder”). The principal amount of the note and interest is payable on the maturity date. The note is convertible into common stock beginning six months after the issuance date, at the holder’s option, at a fixed conversion price of $0.075% per share. The conversion price provides for down-round protection in the event any subsequent equity sales are issued at a lower conversion price. The Company has the option to prepay all or any portion of the purchase price; however, the prepayment amount must be 110% of the principal amount to be prepaid together with all accrued but unpaid interest. The terms of the convertible note provide for certain redemption features which include features indexed to equity risks. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 20% per annum and the note becomes immediately due and payable.

In connection with the issuance of the convertible note, the Company also issued detachable warrants to Redwood Fund indexed to 100,000 shares of the Company’s common stock. The exercise price of the warrants is $0.10 per share. The term to expiration for the warrants is five years. The exercise price provides for down-round protection in the event any subsequent equity sales are issued at a lower conversion price.

On September 30, 2014, the holders of the Redwood Note and Warrants amended the Notes conversion price to $0.03; extended the Note maturity date by 6 months; and revised the Warrants exercise price to $0.04.

The Company has evaluated the terms and conditions of the convertible note and warrants under the guidance of ASC 815. The conversion feature did not meet the definition of “indexed to a company’s own stock” provided for in ASC 815 due to the down round protection feature. Therefore, the conversion feature requires bifurcation and liability classification. Additionally, the default put requires bifurcation because it is indexed to risks that are not associated with credit or interest risk. As a result, the compound embedded derivative comprises of (i) the embedded conversion feature and (i) the default put. Rather than bifurcating and recording the compound embedded derivative as a derivative liability, the Company elected to initially and subsequently measure the convertible note in its entirety at fair value, with changes in fair value recognized in earnings in accordance with ASC 815-15-25-4. Additionally, the warrants did not meet the definition of “indexed to a company’s own stock” provided for in ASC 815 due to the down round protection feature. As a result, the warrants require liability classification.

KBM Worldwide Convertible Notes

 

On August 29, 2014, the Company completed an offering by entering into a Securities Purchase Agreement (the “Securities Purchase Agreement”), dated August 25, 2014, with KBM Worldwide, Inc., a New York corporation (the “Holder”) for an aggregate principal amount of $88,500 (the “Purchase Price”) in the form of a convertible promissory note (“KBM Note #1”). On October 21, 2014, the Company completed an offering by entering into a Securities Purchase Agreement, dated October 1, 2014, with KBM Worldwide for an aggregate principal amount of $42,500 in the form of a convertible promissory note (“KBM Note #2”). On December 30, 2014, the Company completed an offering by entering into a Securities Purchase Agreement with KBM Worldwide for an aggregate principal amount of $33,500 in the form of a convertible promissory note (“KBM Note #3”).

The KBM Notes earns an interest rate equal to 8% per annum and matures on May 27, 2015; July 3, 2015; and October 2, 2015. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth therein. Any amount of principal or interest on this KBM Note which is not paid when due shall bear interest at the rate of 22% per annum from the due date thereof until the same is paid (“Default Interest”).

 

 

 

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MAY 31, 2015

(Expressed in United States Dollars)

 

The KBM Notes are convertible any time after 180 days after issuance, and the Purchaser has the right to convert the KBM Note into shares of the Company’s common stock at a conversion price (the “Conversion Price”) equal to 58% multiplied by the Market Price (closing bid) (representing a discount rate of 42%). “Market Price” means the average of the lowest three (3) trading prices for the common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date. The Conversion Price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the Conversion Price (a full ratchet reset).

In addition, in no event the Purchaser may convert the shares into common stock if the Purchaser’s total number of shares beneficially held at that time would exceed 9.99% of the number of shares of the Company’s common stock. The Investor Note conversion price and Warrants exercise price is subject to adjustments with dilutive and full reset provisions. The embedded reset feature, conversion feature, and redemption provisions in the Note should be accounted for as a derivative liability based on guidance in ASC 820 and ASC 815.

Gold Coast Capital Convertible Note

On March 21, 2015, the Company issued $50,000 and $10,000 5% convertible notes with a term to March 21, 2016 and September 21, 2015 (the "Maturity Date"). The principal amount of the note and interest is payable on the maturity date. These notes are convertible from issuance at a variable conversion price equal to 35% multiplied by the lowest trading price for the common stock during the 200 trading day period ending on the latest complete trading day prior to the conversion date. The Company has the option to prepay all or any portion of the purchase price; however, the prepayment amount must be 150% of the principal amount to be prepaid together with all accrued but unpaid interest. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 5% per annum and the note becomes immediately due and payable.

VIS Vires Group Convertible Notes

On March 31 and April 27, 2015, the Company issued a $10,500 and $33,000 8% convertible note with a term to January 2016 (the “Maturity Date”). The principal amount of the note and interest is payable on the maturity date. The note is convertible into common stock beginning 180 days after the issuance date, at the holder’s option, at a conversion price equal to 58% multiplied by the Market Price (closing bid) (representing a discount rate of 42%). “Market Price” means the average of the lowest 3 trading prices for the common stock during the 10 trading day period ending on the latest complete trading day prior to the conversion date.

 

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MAY 31, 2015

(Expressed in United States Dollars)

 

The Conversion Price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the Conversion Price (a full ratchet reset). The Company has the option to prepay all or any portion of the purchase price; however, the prepayment amount must be 150% of the principal amount to be prepaid together with all accrued but unpaid interest. The terms of the convertible note provide for certain redemption features which include features indexed to equity risks. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 22% per annum and 50% penalty and the note becomes immediately due and payable.

 

Interest expense

 

In connection with the issuance of above convertible notes, the Company has recorded day one excess value interest expense for the three and nine months ended May 31, 2015 of $112,270 and $173,706, respectively (May 31, 2014: $58,913 for three and nine months).

 

As at May 31, 2015 interest outstanding on above convertible notes amounts to $20,952 (May 31, 2014: $1,500)

 

Fair Value Considerations

 

ASC 820 Fair Value Measurements and Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The standard describes three levels of inputs that August be used to measure fair value:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations August be obtained from, or corroborated by, third-party pricing services.

Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort.

The Company follows the provisions of ASC 820 with respect to its financial instruments. As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. The Company’s convertible promissory notes which are required to be measured at fair value on a recurring basis under of ASC 815 as of May 31, 2015 are all measured at fair value using Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities as of May 31, 2015.

 

 

 

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MAY 31, 2015

(Expressed in United States Dollars)

 

 

						Fair Value Measurements Using:
		Fair Value				Quoted Prices in Active Markets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Convertible Notes		$	293,383			$	—			$	—			$	293,383
Derivative Warrants			25												25
Totals		$	293,408			$	—			$	—			$	293,408

 

Our financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities, convertible notes payable, notes payable, and warrant liability. It is management’s opinion that we are not exposed to significant interest, currency or credit risks arising from these financial instruments. With the exception of the warrant liability, the fair value of these financial instruments approximates their carrying values based on their short maturities or for long-term debt based on borrowing rates currently available to us for loans with similar terms and maturities. Gains and losses recognized on changes in estimated fair value of the derivative liability are reported in other income (expense) as gain (loss) on change in fair value.

The Company values its derivative instruments related to embedded derivative features and warrants from the issuance of convertible debentures in accordance with the Level 3 guidelines.

10.	DERIVATIVE LIABILITIES

 

The Company evaluated the conversion feature embedded in the convertible notes to determine if such conversion feature should be bifurcated from its host instrument and accounted for as a freestanding derivative. Due to the note not meeting the definition of a conventional debt instrument because it contained a diluted issuance provision, the convertible notes were accounted for in accordance with ASC 815. According to ASC 815, the derivatives associated with the convertible notes were recognized as a discount to the debt instrument, and the discount is being amortized over the life of the note and any excess of the derivative value over the note payable value is recognized as additional expense at issuance date.

Further, and in accordance with ASC 815, the embedded derivatives are revalued at each balance sheet date and marked to fair value with the corresponding adjustment as a “gain or loss on change in fair values” in the consolidated statement of operations.  As of May 31, 2015, the fair value of the notes and warrants included on the accompanying consolidated balance sheet was $293,408.  During the three and nine months period ended May 31, 2015, the Company recognized a loss on change in fair values of convertible notes and warrants totaling $118,465 and $130,767, respectively.  

 

 

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MAY 31, 2015

(Expressed in United States Dollars)

 

Key assumptions used in the valuation of the convertible notes at May 31, 2015 were as follows:

			Risk
Note			Adjusted
Holder	Term	Volatility	Rate
Redwood Fund - 1 - 1	0.4997	378.42%	10.64%
KBM Worldwide - 2 - 2	0.4997	378.42%	10.64%
KBM Worldwide - 3 - 3	0.0903	404.16%	10.64%
KBM Worldwide - 4 - 4	0.3395	412.58%	10.64%
Gold Coast Capital #1- 5 - 5	0.8077	320.05%	10.64%
Gold Coast Capital #2- 6	0.3094	432.41%	10.64%
VIS Vires group #1- 6 - 6	0.5914	358.87%	10.64%
VIS Vires group #2- 7 - 7	0.6653	339.81%	10.64%
Redwood Fund - 1 - 1	0.4997	378.42%	10.64%

 

Key assumptions used in the valuation of the warrants for each of the valuation dates were as follows:

 

Warrant	Valuation			Free
Holder	Date	Term	Volatility	Rate
Redwood Fund - 1	5/31/2015	3.87	226%	10.89%

 

The Company classifies the fair value of these securities under level three of the fair value hierarchy of financial instruments. The fair value of the derivative liability was calculated using a multi-nomial lattice model that values the compound embedded derivatives based on a probability weighted discounted cash flow model. This model is based on future projections of the various potential outcomes. The fair values including the embedded derivatives that were analyzed and incorporated into the model included the conversion feature with the full ratchet reset and dilutive reset, and the redemption options.

 

 

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MAY 31, 2015

(Expressed in United States Dollars)

 

 

Level 3 –		Balance at February 28, 2015				New Issuances				Settlements				Change in Fair Values				Balance at May 31, 2015
Fair Values from:
Convertible Notes		$	391,117			$	215,770			$	432,450			$	118,946			$	293,383
Warrants		$	506			$	—				—			$	(481	)		$	25
		$	391,623			$	215,770			$	432,450			$	118,465			$	293,408

 

Changes in the unobservable input values would likely cause material changes in the fair value of the Company’s Level 3 financial instruments.

11.	STOCKHOLDERS’ EQUITY

 

PREFERRED STOCK

 

Pursuant to a Board of Directors resolution dated January 28, 2015 and subsequent amendment to the Company’s Articles of Incorporation, the Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.001, out of which 500,000 shares are designated as “Series A Super Voting Preferred Stock” with each share of Series A preferred stock entitled to 10,000 votes for every one vote a share of common stock is entitled to.

 

No shares of preferred stock were issued or outstanding as of May 31, 2015 and August 31, 2014.

 

COMMON STOCK

 

On January 28, 2015, the Company’s Board of Directors approved the amendment to Articles of Incorporation to increase authorized capital to 1,900,000,000 shares of common stock with a par value of $0.001.

 

On February 2, 2015, the Company issued 7,000,000 shares each to Jordan Starkman and Richard R. Redfern, as a consideration for services in accordance with agreements dated February 2, 2015. These shares were valued at $280,000 based on the fair value of the shares on the date of issuance. Further during March 2015, the Company entered into an agreement with Jordan Starkman and Richard R. Redfern for cancellation of its 14,000,000 shares issued to them during the previous quarter as a consideration for services. Accordingly, during the current quarter, the Company reversed this expense of $280,000 which was recorded in the previous quarter under professional fees in the condensed consolidated statement of operations.

 

On March 10, 2015 the Company issued 4,000,000 shares to Uptick Capital as a final payment under the agreement which was terminated on February 1, 2015. These shares are valued at $80,000 based on the fair value of the shares on the date of issuance and was recorded in the current quarter under professional fees in the condensed consolidated statement of operations.

 

The Company issued following shares in connection with the conversion of convertible notes:

 

On March 3, 2015 the Company issued 1,612,903 shares valued at $.0093 to KBM Worldwide Inc. in accordance with the terms of the convertible note.

 

On March 30, 2015 the Company issued 1,870,370 shares valued at $.0027 to KBM Worldwide Inc. in accordance with the terms of the convertible note.

 

 

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MAY 31, 2015

(Expressed in United States Dollars)

 

 

On April 8, 2015 the Company issued 3,077,273 shares valued at $.0011 to KBM Worldwide Inc. in accordance with the terms of the convertible note.

 

On April 9, 2015 the Company issued 3,513,636 shares valued at $.0011 to KBM Worldwide Inc. in accordance with the terms of the convertible note.

 

On April 13, 2015 the Company issued 3,513,636 shares valued at $.0011 to KBM Worldwide Inc. in accordance with the terms of the convertible note.

 

On April 21, 2015 the Company issued 5,521,978 shares valued at $.0009 to KBM Worldwide Inc. in accordance with the terms of the convertible note.

 

On April 23, 2015 the Company issued 4,313,333 shares valued at $.0008 to KBM Worldwide Inc. in accordance with the terms of the convertible note.

 

On April 24, 2015 the Company issued 6,746,575 shares valued at $.0007 to KBM Worldwide Inc. in accordance with the terms of the convertible note.

 

On April 24, 2015 the Company issued 4,301,370 shares valued at $.0007 to KBM Worldwide Inc. in accordance with the terms of the convertible note.

 

On April 28, 2015 the Company issued 11,058,824 shares valued at $.0007 to KBM Worldwide Inc. in accordance with the terms of the convertible note.

 

On April 30, 2015 the Company issued 11,060,345 shares valued at $.0006 to KBM Worldwide Inc. in accordance with the terms of the convertible note.

 

On May 1, 2015 the Company issued 11,055,556 shares valued at $.0005 to KBM Worldwide Inc. in accordance with the terms of the convertible note.

 

On May 5, 2015 the Company issued 11,043,478 shares valued at $.0005 to KBM Worldwide Inc. in accordance with the terms of the convertible note.

 

On May 8, 2015 the Company issued 11,037,037 shares valued at $.0003 to KBM Worldwide Inc. in accordance with the terms of the convertible note.

 

On May 13, 2015 the Company issued 32,205,882 shares valued at $.0002 to KBM Worldwide Inc. in accordance with the terms of the convertible note.

 

On May 27, 2015 the Company issued 32,166,667shares valued at $.0001 to KBM Worldwide Inc. in accordance with the terms of the convertible note.

 

On May 28, 2015 the Company issued 30,083,333 shares valued at $.0001 to KBM Worldwide Inc. in accordance with the terms of the convertible note.

 

On March 17, 2015 the Company issued 1,879,464 shares valued at $.0021 to Gold Coast Capital in accordance with the terms of the convertible note.

 

On March 25, 2015 the Company issued 2,951,934 shares valued at $.0015 to Gold Coast Capital in accordance with the terms of the convertible note.

 

 

 

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MAY 31, 2015

(Expressed in United States Dollars)

 

On April 2, 2015 the Company issued 3,099,230 shares valued at $.0007 to Gold Coast Capital in accordance with the terms of the convertible note.

 

On April 6, 2015 the Company issued 3,347,218 shares valued at $.00033 to Gold Coast Capital in accordance with the terms of the convertible note.

 

On April 8, 2015 the Company issued 3,514,244 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note.

 

On April 9, 2015 the Company issued 3,843,161 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note.

 

On April 13, 2015 the Company issued 4,210,265 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note.

 

On April 14, 2015 the Company issued 4,210,265 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note.

 

On April 15, 2015 the Company issued 4,805,780 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note.

 

On April 16, 2015 the Company issued 4,805,780 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note.

 

On April 17, 2015 the Company issued 4,805,780 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note.

 

On April 20, 2015 the Company issued 5,525,205 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note.

 

On April 21, 2015 the Company issued 5,525,205 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note.

 

On April 22, 2015 the Company issued 6,352,167 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note.

 

On April 23, 2015 the Company issued 6,352,167 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note.

 

On April 24, 2015 the Company issued 7,201,349 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note.

 

On April 28, 2015 the Company issued 7,201,349 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note.

 

On April 28, 2015 the Company issued 8,471,336 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note.

 

On April 29, 2015 the Company issued 9,445,891 shares valued at $.0003 to Gold Coast Capital in accordance with the terms of the convertible note.

 

On April 30, 2015 the Company issued 9,917,241 shares valued at $.0002 to Gold Coast Capital in accordance with the terms of the convertible note.

 

 

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MAY 31, 2015

(Expressed in United States Dollars)

 

On May 1, 2015 the Company issued 10,964,023 shares valued at $.0002 to Gold Coast Capital in accordance with the terms of the convertible note.

 

On May 4, 2015 the Company issued 11,511,127 shares valued at $.0002 to Gold Coast Capital in accordance with the terms of the convertible note.

 

On May 5, 2015 the Company issued 12,277,857 shares valued at $.0002 to Gold Coast Capital in accordance with the terms of the convertible note.

 

On May 6, 2015 the Company issued 13,800,939 shares valued at $.0001 to Gold Coast Capital in accordance with the terms of the convertible note.

 

On May 7, 2015 the Company issued 14,489,606 shares valued at $.0001 to Gold Coast Capital in accordance with the terms of the convertible note.

 

On May 8, 2015 the Company issued 6,500,000 shares valued at $.0001 to Gold Coast Capital in accordance with the terms of the convertible note.

 

12.	SHARES TO BE ISSUED

 

Pursuant to a consulting agreement entered into on September 1, 2014 and finalized during the current period with Makmo Trading Corp., the Company has agreed to issue to Makmo Trading Corp., 2,000,000 shares of its common stock valued at $80,000, such value being the fair value of the shares of common stock on the date of issuance. The Company recorded this amount in the current quarter under professional fees in the condensed consolidated statement of operations.

 

13.	CONTINGENCIES AND COMMITMENTS

 

The Company is committed under lease agreements for the exclusive right to explore, develop and mine on the Silver Cloud Property. The minimum annual future lease payments are $50,000 until year 2023 with total commitments of $500,000. The Nevada claims are located on Federal land administered by the Bureau of Land Management (BLM). In order for the Company to maintain and hold its Nevada claims the Company is required to pay the BLM fees totaling $105,000 per year due every August 31. In addition, the Company is required to pay Elko County fees in totaling $7,100 per year due every October 31.

 

In accordance with the Abigail Purchase Agreement, the Company will also owe to the selling group of the Abigail Property the following contingent payments: 

 

·

After spending a total amount of $2,500,000 on the property, $250,000 and an additional 125,000 shares of the Company’s common stock shall be delivered to the selling group.

·

After spending a total amount of $5,000,000 on the property, a further $250,000 and 125,000 shares of the Company’s common stock shall be delivered to the selling group.

·

If a feasibility study is put in place an additional $250,000 and 125,000 shares of the Company’s common stock shall be delivered to the selling group.

·

If a bankable feasibility is put in place a further $500,000 and 250,000 shares of the Company’s common stock shall be delivered to the selling group.

 

In accordance with the Lac Kame and EM-1 Purchase Agreement, the Company will also owe to the selling group of the properties the following contingent payments:

 

 

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MAY 31, 2015

(Expressed in United States Dollars)

 

·

After spending a total amount of $1,000,000 on the property, $50,000 and an additional 125,000 shares of the Company’s common stock shall be delivered to the selling group.

·

After spending a total amount of $2,500,000 on the property, a further $100,000 and 250,000 shares of the Company’s common stock shall be delivered to the selling group.

·

After spending a total amount of $5,000,000 on the property, a further $150,000 and 125,000 shares of the Company’s common stock shall be delivered to the selling group.

 

If the Company reaches commercial production, it is also subject to a 3% net smelter returns royalty payable to the selling groups in the Abigail Purchase Agreement and the Lac Kame EM-1 Purchase Agreement.

 

In accordance with the Rimrock, West Silver Cloud and Pony Spur Property purchase agreement, any mineral production these properties is subject to net smelter return royalties of 3%.

 

In accordance with the Silver Cloud Property purchase agreement, if the Company delineates more than two million ounces of gold in proven and probable reserves on the Mining Claims, then the Company will issue a further 250,000 common shares of the Company to Geologix.  Any mineral production from the Silver Cloud Property is subject to net smelter return royalties of 2% due to Royal Gold Inc. and 3% to the underlying claim owners.

 

In accordance with the Ivanhoe Creek Property purchase agreement, any mineral production from Ivanhoe Creek Property is subject to net smelter return royalties of 1% due to RMIC Gold.

 

14.	SUBSEQUENT EVENTS

 

The Company’s management has evaluated the subsequent events up to the date of the filing of this report and conclude that there is no subsequent event to report except for the following:

 

On July 13, 2015, the Company’s Board of Directors approved the amendment to Articles of Incorporation to increase authorized capital to 2,900,000,000 shares of common stock with a par value of $0.001.

 

Pursuant to the conversion of convertible notes from June 10, 2015 to July 7, 2015, the Company issued 377,905,950 shares of common stock valued at rates ranging $0.0012-$0.0015 to KBM Worldwide Inc. in accordance with the terms of the convertible notes.

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

 

The Company has incurred losses since inception and the ability of the Company to continue as a going-concern depends upon its ability to raise adequate financing and develop profitable operations. Management is actively targeting sources of additional financing to provide continuation of the Company’s operations. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing. If we cannot generate sufficient revenues from our services or raise adequate, we may have to delay the implementation of our business plan.

 

The Company is actively seeking financing for its current projects. The Company is optimistic that the financing will be secured and the going concern risk will be removed. We are in discussions with various parties and believe a successful financing is likely. Any capital raised will be through either a private placement and will result in the issuance of shares of common stock from the Company’s authorized capital or through issuance of a convertible debenture.

 

On January 24, 2013, the Company filed a Certificate of Amendment to its Articles to change its name from “Tucana Lithium Corp.” to “Rimrock Gold Corp.”

 

On February 11, 2013, the Company effected a 1-for-8 reverse split (the “Reverse Split) of the issued and outstanding shares of the common stock. Except as otherwise indicated, all of the share and per share information referenced in this Report has been adjusted to reflect the Reverse Split of our common stock.

 

Plan of Operation: Quebec

 

Abigail Lithium Property, Quebec

 

The Company’s Quebec exploration target in 2014 was expected to be the Abigail Lithium Property (the “Abigail Property”) situated within and adjacent to Nemaska Exploration’s Whabouchi Lithium discovery (as referenced in the Form 8-K filed with the SEC on December 3, 2010). The Abigail Lithium Project is located in the James Bay, Quebec region and is made up of 95 map-designated cells totaling approx 5,000 hectares.  They are covered by NTS sheets 320/12. The Abigail Property is located in a gneissic formation between the Lac des Montagnes volcano-sedimentary belt and the Champion Lake granitoids.  The principal exploration target for the Abigail Property is lithium-bearing spodumene and the Abigail Property is on strike with the high-grade spodumene-bearing pegmatite located on the Whabouchi property. The Abigail Property is underlain by the same gneissic formation that hosts the Lac Arques SW pegmatite. Magmatic NI-Cu type deposit associated with ultramafic intrusions may also be found. The Whabouchi spodumene-bearing pegmatite is located in a low magnetic anomaly on the flank of a medium magnetic high. A high magnetic anomaly located about one km north of the Whabouchi pegmatite can be interpreted as an ultramafic intrusion. An airborne survey over the Abigail Property could lead to the discovery of the same magnetic signature and help locate pegmatite and ultramafic intrusions of the Whabouchi and Nisk-1 type. In addition, the Abigail Property is easily accessible with year round roads, electrical power intersecting the Abigail Property from the town of Nemaska, cell phone service throughout the region, and a local airport in the town of Nemaska.

 

Nemaska’s Whabouchi deposit continues to confirm high-grade channel samples illustrating the width of the main mineralized zone. Furthermore, Nemaska has recently announced it is partnering with Chengdu Tianqi. Tianqi isthe largest lithium battery material provider in China that uses spodumene concentrate as its raw material to produce lithium carbonate and has extensive expertise in lithium products. This relationship validates Nemaska’s deposit and signals the strong potential for their lithium assets in the James Bay region.

 

 

 

On June 13, 2011, the Company entered into a geological and management services agreement (the “Exploration Agreement”) with Nemaska Exploration Inc. (“Nemaska”) to coordinate and execute the Company’s Summer 2011 exploration program.  The exploration campaign was led by geologist Yves Caron. Mr. Caron is currently Vice-President Exploration for both Nemaska Exploration and Monarques Resources and has been a member of the Ordre des Gйologues du Quйbec since 2001.  The Exploration Agreement term which was for a period of nine months has expired and the Company is currently negotiating to renew the contract at a future date.

 

Nemaska provided exploration services to the Company subject to the schedule of fees below. 

 

Position		Cost per day
Sr. consultant - QP services		$	1000
Project manager – i.t. geologist		$	600
Student geologist		$	450
Geologist assistant		$	350

 

 The Company had committed to an initial exploration work budget of a minimum of $300,000 to commence no later than May 16, 2011. The Company announced on June 27, 2011 it started its first phase of the exploration campaign on the Abigail Property. The program commence date was delayed due to poor weather conditions in the region. The program was carried out with a team of nine people including two geologists and four technicians under a service agreement with Nemaska. The work program covered geological reconnaissance of approximately 2,500 hectares, mostly in the central and north part of the property. In addition, the Company focused its efforts on the same geological corridor east of the Whabouchi lithium deposit consisting of twelve kilometers on the same geological trend. The purpose of the exploration program was mainly to locate mineralized pegmatites, but also any other kind of economic mineralization. The Company has completed its geological and prospecting program on approximately 15% of the Property for approximately $175,000, following the budgeted schedule listed below.

 

 On September 19, 2011 the Company obtained the airborne magnetic survey for the Abigail Property from the Ministry of Natural Resources in Quebec. The airborne survey encompasses the entire Property covered by NTS Sheets 32O12 and 32O13 in the Lac Des Montagnes and Lac Abigail region of Quebec. The airborne survey will locate the ultramafic intrusions if they exist, the basalt and/or ultramafic remnants, the contrast between the gneiss and Champion Lake granitoids and, if the magnetic contrast with the encasing rocks is strong enough, the pregmatites. The Company believes the airborne survey is a critical step in the development of the Abigail Property. The Company had budgeted $150,000 for the survey, and fortunately was able to obtain the report from the Ministry of Natural Resources at a zero cost base. The Company retained the services of Donald Theberge, a professional engineer, to fulfill a Canadian NI43-101 report on its field operations, and to review the survey in respect to the planning of Phase II (discussed in details below) of the Company’s exploration campaign. The Nemaska report in conjunction with the airborne survey has allowed the Company to prepare a plan and budget for Phase II of the exploration campaign on the Abigail Property.  Phase II of the exploration campaign will involve a geological survey and prospecting program covering the targets to be defined by the airborne survey.

 

 On November 4, 2011, the Company received the NI 43-101 report (the “Report”) summarizing the analysis of the airborne survey and containing the details and results from the Nemaska exploration campaign in June 2011.  The reconnaissance geology program was carried out on the property by Nemaska on behalf of the Company. More than 2,000 GPS points were recorded and 39 samples were taken and analyzed. Samples were mainly taken from pegmatites, but also from granitoid, gabbro, basalts and diab ases.  Samples were taken where mineralization was seen or suspected, like pegmatite and rusted and/or silicified zones, and when sulphides were observed.  Samples were analyzed by ALS Minerals, located at 1322, rue Harricana, Val-d’Or (Quйbec).  Two grab samples returned slightly anomalous results. The first, numbered 18070, is from a pegmatite visually containing 1% Mo, which returned 292 ppm Mo and 466 ppm Rb. The second, numbered 18005, is from a pink pegmatite and returned 151.5 ppm Nb, 24 ppm Sm and 147.5 ppm Ta.

 

 

 

No drilling has been conducted by the Company since it purchased the Abigail Property.  According to the Report, the magnetic/gradiometric airborne survey released in September 2011, observed at least three families of magnetic lineaments. The first is oriented at about 070  ° , and outlines the north boundary of the Lac des Montagnes volcanic belt. The second is oriented at approximately 040  °  and is located in the paragneiss. The third is oriented NW/SE and has been mapped in the field as a regional diabase dyke.  At this point, the most interesting magnetic feature is the magnetic lineament located on the south part of the property, which seems to outline the north boundary of the volcanic belt. In 1987, Westmin detected several Dighem EM anomalies along this lineament, but did not follow up. This horizon can be fertile, mainly for sulphide-type mineralization.

 

The Company believes the Abigail Property has good potential for both rare earths in pegmatites and for sulphide deposits in volcanics.  In addition, the airborne survey has found magnetic anamalies for kimberlite targets.   Several kimberlite targets were discovered in the immediate vicinity of the Property, from one to three kilometers to the north/west of the Property. On May 11, 2012, the Company entered into an Asset Purchase Agreement to acquire 37 mining claims relevant to these kimberlite targets.

 

To fully explore the potential of the Property, a two-phase program is recommended. It is described in the proposed budget shown below:

 

Phase I (Compilation, geophysical and geological surveys and sampling with 2000 m of drilling)

 

Work		Quantity				Unit				Unit Cost				Total
Compilation of the EM Input (SDBJ) and Dighem (2007) anomalies (location of anomalies and interpretation)														$	10,000
Line cutting (cut every 100 m and picketed every 25 m) on the main coincident Mag and EM anomalies. Provision of 125 km			125				km			$	550			$	68,750
Ground geophysics, EM (MaxMin) and Mag			125				km			$	350			$	43,750
Geology and prospecting on the cut lines and on the north part of the property (including room and board, transportation, etc.)														$	100,000
Stripping, trenching and sampling, all inclusive														$	50,000
Drilling on the target to be defined ($225/m, all inclusive)			2000				m			$	225			$	460,000
Report update, NI 43-101 and for statutory purposes														$	10,000
Contingency, estimated at 10%															TOTAL
															PHASE I			$	805,750
Phase II
Provision of 5,000 m of drilling to test the targets defined during Phase I			5000				m			$	225			$	1,125,000
Report update, NI 43-101 and for statutory purposes														$	12,000
Contingency, estimated at 10%														$	113,700
															TOTAL
															PHASE II			$	1,250,700
															TOTAL
															PHASE I AND II			$	2,056,450

 

 

 

 

In December 2011, the Company staked an additional 83 claims in the James Bay region of Quebec. The claims are 100% owned by the Company and registered in the name of the Company’s subsidiary, Tucana Exploration Inc. The property is made up of 83 map-designated cells totaling 4,439 hectares with 82 claims covered by NTS sheets 32O12 and 1 claim covered by NTS sheets 32N09. The cost of staking the claims was $8,215. The claims will expire in November 2013 and exploration work in the amount of $100,000 will be required upon renewal. The Company secured the additional claims based upon the NI 43-101 technical report and the magnetic and gradiometric airborne survey released by the Quebec Ministry of Natural Resources in September 2011. The Lac des Montagnes formation is the most fertile rock in this area for massive sulfides, and it is the same kind of volcano-sedimentary belt you would find in the Rouyn-Noranda and Val d’Or area yet more metamorphosed. The gradiometric magnetic survey shows magnetic anomalies are present on the property and should be further investigated. 

 

 In March 2012, the Company renewed 71 mineral claims on the Abigail Property based upon the exploration work reported in the summer of 2011. These claims will expire between April and May 2014 and exploration work in the amount of $84,000 will be required upon renewal. In addition, the Company has dropped 85 mineral claims located on the northern perimeter of the property. The Company’s decision was based upon the results from the exploration program in the summer 2011 and a review of the airborne magnetic survey. The majority of the claims are located in the Lac des Montagnes volcano-sedimentary formation, and its immediate surrounding area. This is the most fertile ground in the area, and resembles the Abitibi greenstone volcano-sedimentary formations. The Company believes it has kept the most promising portion of the Property based upon the geology reports.  

  

In March 2012, the Company also retained the services of Gestion SDM Inc. to represent the Company and manage all of the Company’s mineral claims with the Department of Natural Resources in Quebec and has terminated the agreement as of August 2013.

 

In October 2013, the Company elected to drop 83 Abigail claims and currently holds 95 Abigail claims. In May and June 2014 the Company elected to drop the remaining 95 Abigail claims.

 

Lac Kame and EM-1Properties, Quebec

 

 In addition to the Abigail Property, the Company closed an Lac Kame and EM-1 Purchase Agreement to acquire a One Hundred (100%) interest in two mining properties known as the Lac Kame and EM-1 both located in the James Bay, Quebec region of Canada. It is covered by NTS sheets 32O13. The property is made up of 37 map-designated cells totaling 1,961 hectares. The Company’s main interest with the newly acquired claims will be magnetic anomalies for kimberlite based upon the airborne magnetic survey released in October 2011.   The Company planned on raising an addition $150,000 to commence an initial exploration campaign designed to discover the precise location of drill test targets identified by the aireborne electromagnetic (“EM”) data.  Each identified target will be surveyed with ground EM instruments to insure that the character of the anomaly is consistent with known kimberlites.  The Company elected to let these claims expire in November 2013.

 

 

 

Plan of Operation: Nevada

 

On February 11, 2013, the Company closed an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Tucana Holdings Inc., a Nevada corporation and wholly-owned subsidiary of the Company (“Holdings”), and Rimrock Mining, Inc., a Nevada corporation (“Rimrock”), pursuant to which Holdings merged with and into Rimrock, and Rimrock became a wholly-owned subsidiary of the Company. Pursuant to the terms of the Merger Agreement, the Company acquired all the interest in three prospective gold exploration properties known as the Rimrock, West Silver Cloud and Pony Spur properties, located in northeast Nevada  (the “Acquired Properties”) and issued 17,800,000 shares of the Company’s Common Stock, to the sellers of the Acquired Properties as consideration for such properties. In accordance with the guidance provided in ASC 805-50-30-5, the transaction has been accounted for as ”Transactions between Entities under Common Control”. The Acquired Properties were recorded based on the carrying amounts in the accounts of the transferring entity at the date of transfer.  In addition, the Company issued 2,000,000 shares of its common stock to a consultant and paid legal charges amounting to $52,117 in connection with the transaction.  Any mineral production from the Acquired Properties is subject to net smelter return royalties of 3% to the previous claim owners. The Acquired Properties are comprised of almost 2,000 acres of land and are located on or in close proximity to the Carlin Trend and Midas Trend in Elko, Nevada.

 

On February 13, 2013, the Company completed an Initial Closing of a “best efforts min-max” private offering of a minimum of $500,000 up to a maximum $1,000,000 with a group of accredited investors for total gross proceeds to us of $502,000.  The proceeds from the financing will be used exclusively for the newly acquired Nevada properties.

 

The Company’s plan in the coming months includes additional exploration research and operations on the Rimrock, West Silver Cloud, and Pony Spur gold-silver properties. A detailed program of geologic mapping and local geochemical sampling and analysis has been conducted on the Rimrock property, and a new geophysical exploration program of Controlled Source Audio Magnetotellurics has been designed and will commence in the coming months. These programs are designed to help the Company to refine its drilling targets at the Rimrock property. The Company will also begin on a revised 43-101 compliant technical report for the Rimrock property after the geophysics program has been completed. Core drilling of gold-silver Midas and Carlin-style drill targets is contemplated to begin in mid 2015. Further data compilation work and interpretive geological and geophysical analyses are being conducted on the West Silver Cloud and Pony Spur properties. The preparation of revised technical reports of the West Silver Cloud and Pony Spur properties will be completed in late 2015. No drilling is expected for the West Silver Cloud and Pony Spur properties in 2015.

 

On April 18, 2013, the Company announced that it has completed an initial geological mapping and geochemical sampling program on the Rimrock gold-silver property in Elko County, Nevada. The purpose of this property evaluation was to develop a surface map of the property with regard to lithology, alteration, vein and structural kinematics and report on observations. The new geologic mapping has shown that the Rimrock gold property contains a large-scale, multiple-fault dilation zone gold-silver target situated just north of the Hollister Mine.

 

The CSAMT survey covered 10.9 line Km east-west across the property, with four survey lines spaced 250 to 400 meters apart, encompassing all of the previously identified mineralization targets on the property. The CSAMT data were acquired using a 50 meter electric-field receiver dipole, and one CSAMT transmitter, of a grounded dipole configuration. Initial interpretations of the CSAMT survey validate the mineralization model developed by the Company’s technical team, and include the following observations:

 

— The previously identified “Dilation” gold-silver target on surface along the major “IC Fault Zone” has been verified at depth by the survey.

 

— The siliceous mineralization associated with the “Dilation” target has been interpreted to be constrained by steeply dipping near-vertical fault zones.

 

— These fault zones are interpreted to be up to 150 meters in width, representing one of the widest gold-silver targets in the entire Midas-Hollister region, potentially hosting near-surface bulk-mineable gold mineralization.

 

— The location of older Paleozoic basement rocks has been identified to be between 275 and 375 meters below surface, confirming the mineralization model developed by Company geologists.

 

 

 

The Paleozoic basement is likely part of the siliceous “Upper Plate” Vinini Formation package that lies beneath surface volcanic rocks, and above the Roberts Mountain Thrust fault package that separates the Vinini from “Lower Plate” sedimentary rocks. This “Lower Plate” sedimentary unit is known to host the large Carlin-style gold deposits situated further south at the Goldstrike-BlueStar-Carlin mine complex. The Paleozoic rocks at Rimrock are believed to have been domally uplifted to the surface, immediately west of the property boundary. As a result, the mineralized layer with Carlin-style gold potential could be much closer to the surface at Rimrock than at Hollister or at Midas. An updated evaluation of the northwest extension of the Carlin trend has been recently completed, and the Rimrock project is interpreted to lie directly in the heart of this projection of the prolific gold-bearing trend.

 

Overall, the new CSAMT data appear to provide a much clearer basis for defining the presence, geometry, and depth extensions of the northerly-trending structures at Rimrock that contain opalite-cinnabar (mercury sulfide) mineralization. The Company is continuing to further interpret the survey data, with the help of Wright Geophysics. The final interpretations will be used to design new exploration drillholes at Rimrock. 

 

The principal epithermal Midas style gold-silver target was validated and even augmented by the new geologic mapping and sampling. Seventeen new samples were taken and analyzed, to further investigate alteration and mineralization seen on the property. These new detailed sample data show anomalous gold (to 13 ppb Au), silver (to 0.87 ppm Ag), antimony (to 5.5 ppm Sb), arsenic (to 39.5 ppm As), mercury (to 327 ppm Hg), selenium (to 6.5 ppm Se), and thallium (to 3.45 ppm Tl), which could be associated with Midas and Carlin-style gold-silver deposits along certain major fault structures on the property. These were surface spot rock chip samples taken well above the zone where anomalous gold values would be expected to occur.  See full table below.

 

The “Dilation” target was formulated based upon new geologic mapping and geochemical sampling by the Company’s chief consulting geologist. The “Dilation” was formed when the northeast-trending IC Fault “jogged” to the east, forming a dilated rhomboidal shaped block in the jog area, which allowed hydrothermal fluids to more easily migrate upward and cause mercury-arsenic mineralization and alteration at the ground surface. Two small-scale mercury mines are situated in the southwestern part of this “Dilation” fault intersection block at Rimrock. The Dilation target at Rimrock shows highly altered, faulted, silicified felsic tuffaceous volcanic rocks at the surface, overlain by post-mineral rhyolitic flow domes similar to those near the Hollister Mine. The altered rocks locally show significant amounts of opaline silica and local mercury minerals, and local veining that crosscuts these rocks.

 

Newmont drilled several very shallow rotary drillholes in the project area in 1984 searching for near-surface disseminated gold mineralization. The “top elevations” of epithermal Midas-Hollister type gold-silver targets at Rimrock likely start at 150 to 300 metre depths below surface. The main zone of ore grade gold-silver mineralization at Midas is at least 500 metres in height, below the “top elevations”.  Local small poddy bodies of mineralization may occur above this “top elevation” level as at Midas. Rimrock Gold’s exploration efforts are focused upon discovery of deeper Midas and Hollister Mine style gold-silver mineralization, 125 to 300 metres below the surface. The elevations of ore zones at Hollister will be used to help guide exploration on the Rimrock property.

 

On May 3, 2013, Rimrock Gold entered into a Purchase Agreement with Geologix to acquire an exploration epithermal bonanaza gold-silver property in Nevada known as the Silver Cloud Property.  Pursuant to the Purchase Agreement, the Company acquired from Geologix a one hundred percent (100%) interest in and to: (i) certain properties that compress 552 unpatented mining claims totaling 11,210 acres (the Mining Claims comprised of the Geologix Claims and the Pescio Claims), and (ii) a lease agreement dated June 1, 1999 between Geologix USA as successor to Teck Resources Inc., and Carl Pescio and Janet Pescio in respect of those Mining Claims held by Pescio. The Company is also required to pay $50,000 to the Pescio family annually. The lease term is to June 30, 2023 with option to extend the lease term for three subsequent ten years terms.

 

In consideration for the Mining Claims and the Pescio Lease, the Company shall issue to Geologix 500,000 shares of the Company’s Common Stock comprised of 400,000 shares to Geologix and 100,000 shares Geologix is required to assign to Teck Resources Inc.  In addition, if the Company delineates more than two million ounces of gold in proven and probable reserves on the Mining Claims, then the Company will issue a further 250,000 common shares of the Company to Geologix. Any mineral production from the Silver Cloud Property is subject to net smelter return royalties of 2% due to Royal Gold Inc. and 3% to the underlying claim owners.

 

The 500,000 shares were issued on May 5, 2013.  The acquired properties were recorded based on the fair value of the Company’s shares of common stock issued, which was determined based on a recent private placement transaction adjusted for the fair value of warrants issued under that transaction.

 

 

 

Currently, our VP of Exploration and our advisory board are reviewing all of the data and reports received from Geologix Exploration on the Silver Cloud property.  The Company expects to have an exploration plan prepared in the coming months.

 

Rimrock Property

 

The Rimrock property is a Midas-style gold-silver property situated in the Midas (“Northern Nevada Rifts”) gold trend and also directly along a domed up portion of the Carlin Gold Trend, 8 Km northwest of Waterton Global’s Hollister gold-silver mine, and 16 Km east southeast of Klondex Mines Ltd.’s Midas Mine property. The Rimrock property comprises 54 lode claims that cover approximately 1,080 acres. The Rimrock property has three old mercury mines in the area, with one situated directly on top of the main gold ore target, which lies at a major fault intersection. The Paleozoic rocks at Rimrock have been domally uplifted to be present at surface, immediately west of the property boundary. Consequently, the rocks with Carlin-style gold potential could be much closer to the surface than at Hollister or at Midas. Anomalously elevated Carlin-only trace element thallium was found in three samples at Rimrock. This represents a geochemical leakage-upward anomaly of thallium and arsenic. The Company is now focused upon the discovery of relatively shallower Midas style gold-silver deposits. Any mineral production from the Rimrock, West Silver Cloud, and Pony Spur Properties is subject to Net Smelter Returns royalties of 3%.

 

In April 2013, announce that it has completed an initial geological mapping and geochemical sampling program on the Rimrock gold-silver property in Elko County, Nevada. The new geologic mapping has shown that the Rimrock gold property contains a large-scale, multiple-fault dilation zone gold-silver target situated just north of the Hollister Mine.

 

 The principal epithermal Midas style gold-silver target was validated and even augmented by the new geologic mapping and sampling. Seventeen new samples were taken and analyzed, to further investigate alteration and mineralization seen on the property. These new detailed sample data show anomalous gold (to 13 ppb Au), silver (to 0.87 ppm Ag), antimony (to 5.5 ppm Sb), arsenic (to 39.5 ppm As), mercury (to 327 ppm Hg), selenium (to 6.5 ppm Se), and thallium (to 3.45 ppm Tl), which could be associated with Midas and Carlin-style gold-silver deposits along certain major fault structures on the property. These were surface spot rock chip samples taken well above the zone where anomalous gold values would be expected to occur.

 

The “Dilation” target was formulated based upon new geologic mapping and geochemical sampling by Rimrock’s chief consulting geologist. The “Dilation” was formed when the northeast-trending IC Fault “jogged” to the east, forming a dilated rhomboidal shaped block in the jog area, which allowed hydrothermal fluids to more easily migrate upward and cause mercury-arsenic mineralization and alteration at the ground surface. Two small-scale mercury mines are situated in the southwestern part of this “Dilation” fault intersection block at Rimrock. The Dilation target at Rimrock shows highly altered, faulted, silicified felsic tuffaceous volcanic rocks at the surface, overlain by post-mineral rhyolitic flow domes similar to those near the Hollister Mine. The altered rocks locally show significant amounts of opaline silica and local mercury minerals, and local veining that crosscuts these rocks.

 

Newmont drilled several very shallow rotary drillholes in the project area in 1984 searching for near-surface disseminated gold mineralization. The “top elevations” of epithermal Midas-Hollister type gold-silver targets at Rimrock likely start at 150 to 300 metre depths below surface. The main zone of ore grade gold-silver mineralization at Midas is at least 500 metres in height, below the “top elevations”.  Local small poddy bodies of mineralization may occur above this “top elevation” level as at Midas. Rimrock Gold’s exploration efforts are focused upon discovery of deeper Midas and Hollister Mine style gold-silver mineralization, 125 to 300 metres below the surface. The elevations of ore zones at Hollister will be used to help guide exploration on the Rimrock property.

 

In April 2013, the Company also announced that its contractor Zonge Engineering has completed a new Controlled Source Audio Magnetotelluric (“CSAMT”) geophysical resistivity survey on the Company’s Rimrock gold-silver project. CSAMT surveys have previously been very successful in delineating lithological boundaries and major fault zones in the region, including at the Hollister mine.

 

 

 

Zonge Engineering completed a 4-line survey covering 10.9 line Km east-west across the project property, spaced 250 to 400 meters apart, encompassing numerous geological targets previously identified by the Company’s technical team. The Company is presently interpreting the data with the help of Wright Geophysics. The final interpretations will be used to help select new exploration drilling targets at Rimrock.

 

Preliminary analysis of the raw CSAMT data appears to provide an excellent basis for defining and interpreting potentially mineralized structures at Rimrock. Some of these structural zones appear to be much wider than previously thought, including the previously identified “Dilation” Midas-style gold-silver target. The CSAMT survey also appears to have better defined the lithological boundary between the older Paleozoic basement rocks and the overlying volcanic rocks present at the surface, along with the geometry of faulting in the property area.

 

The Paleozoic rocks at Rimrock have been domally uplifted to the surface, immediately west of the property boundary, with Vinini Formation sedimentary rocks present. As a result, the mineralized layer with Carlin-style gold potential could be much closer to the surface than at Hollister or at Midas. Fault feeders for gold are critical in defining where both Midas- and Carlin-style gold mineralized bodies lie, and CSAMT has been proven as an excellent, cost-effective technique to identify fault feeders in the region. An updated evaluation of the northwest extension of the Carlin trend has just been completed, and the Rimrock property is interpreted to lie directly in the heart of this projection of the prolific gold-bearing trend.

 

In May 2013, the Company announced that its geophysics consultant Wright Geophysics has provided the Company with an initial interpretation of the recently completed Controlled Source Audio Magnetotelluric (“CSAMT”) geophysical resistivity survey on the Company’s wholly-owned Rimrock gold-silver property in Elko County, Nevada. The Rimrock property is strategically located in a highly mineralized epithermal gold-silver district, 7 Km northwest of Rodeo Creek’s Hollister mine, and 16 Km southeast of Klondex’s Midas mine.

 

The survey covered 10.9 line Km east-west across the property, with four survey lines spaced 250 to 400 meters apart, encompassing all of the previously identified mineralization targets on the property. The CSAMT data were acquired using a 50 meter electric-field receiver dipole, and one CSAMT transmitter of a grounded dipole configuration. Initial interpretations of the CSAMT survey validate the mineralization model developed by the Company’s technical team, and include the following observations:

 

·

The previously identified “Dilation” gold-silver target on surface along the major “IC Fault Zone” has been verified at depth by the survey.

·

The siliceous mineralization associated with the “Dilation” target has been interpreted to be constrained by steeply dipping near-vertical fault zones.

·

These fault zones are interpreted to be up to 150 meters in width, representing one of the widest gold-silver targets in the entire Midas-Hollister region, potentially hosting near-surface bulk-mineable gold mineralization.

·

The location of older Paleozoic basement rocks has been identified to be between 275 and 375 meters below surface, confirming the mineralization model developed by Company geologists.

 

The Paleozoic basement is likely part of the siliceous “Upper Plate” Vinini Formation package that lies beneath surface volcanic rocks, and above the Roberts Mountain Thrust fault package that separates the Vinini from “Lower Plate” sedimentary rocks. This “Lower Plate” sedimentary unit is known to host the large Carlin-style gold deposits situated further south at the Goldstrike-BlueStar-Carlin mine complex. The Paleozoic rocks at Rimrock are believed to have been domally uplifted to the surface, immediately west of the property boundary. As a result, the mineralized layer with Carlin-style gold potential could be much closer to the surface at Rimrock than at Hollister or at Midas. An updated evaluation of the northwest extension of the Carlin trend has been recently completed, and the Rimrock project is interpreted to lie directly in the heart of this projection of the prolific gold-bearing trend.

 

Overall, the new CSAMT data appear to provide a much clearer basis for defining the presence, geometry, and depth extensions of the northerly-trending structures at Rimrock that contain opalite-cinnabar (mercury sulfide) mineralization. The Company is continuing to further interpret the survey data, with the help of Wright Geophysics. The final interpretations will be used to design new exploration drillholes at Rimrock.

 

 

 

In July 2013, the Company announced that it has identified and selected five new drill sites for drilling. The new drill sites were defined through interpretation of geological, geochemical, and geophysical data collected on the project by various former property owners and option-holders over the past 35 years. The Company’s management team has identified several mineralization targets along the IC Fault system, including the large Dilation Zone located between two well-defined faults representing a 100 meter wide drill target area. The Company plans to drill-test the area of convergence of these two faults at the northern and southern ends of the Dilation Zone. The Rimrock project has never been drill-tested specifically for the Midas-style gold-silver mineralization envisioned by the Company’s management. Rock samples from a recently completed surface sampling program at the project show anomalous values of several indicator metals typically associated with Midas-Hollister gold deposits, including arsenic and selenium.

 

In conclusion the Company’s comprehensive database for the Rimrock project provides a much clearer basis for defining the presence, geometry, and depth extensions of north-south trending structures that contain opalite-cinnabar (mercury sulfide) mineralization. The Company is planning to drill these initial targets, upon posting the requisite reclamation bond and receiving the drill-permit from the U.S. Bureau of Land Management.

 

These gold-silver targets at the Rimrock property have never been drill tested at depth for Midas-Hollister style gold-silver mineralization, nor for Carlin-style gold mineralization. The Company expects that the Rimrock property offers potential to hold a large, high-grade, underground mineable Midas-Hollister-type Low Sulfidation gold-silver deposit.

 

Final Report - Job No: 12-338-08679-01

 

	Sample				Au				Ag				Ce				Hf				La				Hg				Hg				Hg				Al				As				Ba				Be				Bi				Ca				Cd				Co				Cr				Cs				Cu
	Designation				ppb				ppm				ppm				ppm				ppm				ppb				ppm				ppb				%				ppm				ppm				ppm				ppm				%				ppm				ppm				ppm				ppm				ppm
					Au- 1AT- AA				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				Hg-AR- OR- CVAA				Hg-AR- TR- CVAA				Hg-AR- TR- CVAA				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT
	RMR-01				<5				0.27				6.83				<0.1				6.1								28.16				28160				0.24				1.5				618				3.22				<0.01				0.07				0.05				0.6				308				0.28				2
	RMR-02				<5				0.41				47.47				<0.1				26.7								0.11				108				4.47				12.6				305				7.76				0.87				0.33				0.19				1				150				5.17				7.6
	RMR-03				<5				0.39				83.04				0.1				52.9								0.15				147				4.9				6.1				174				5.65				<0.01				0.32				0.17				0.9				159				4.08				5.3
	RMR-04				13				0.12				22.53				<0.1				15.6								19.53				19525				0.79				14.9				580				0.74				1.21				0.11				0.2				1				260				1.3				7.5
	RMR-05				<5				0.21				2.57				2.5				1.6								68.5				68502				0.17				<0.2				726				0.59				<0.01				0.06				0.1				1				531				0.24				2.2
	RMR-06				<5				0.14				0.31				1.1				0.5				327116				>100				>100000				0.07				<0.2				41				1.07				<0.01				0.02				0.07				2.6				626				0.07				2.5
	RMR-07				<5				0.1				23.18				0.6				15.9								5.12				5120				1.33				39.5				820				1.25				0.98				0.18				0.22				<0.1				239				1.01				5.2
	RMR-08				<5				0.44				4.83				2.7				2.9				311326				>100				>100000				0.3				1.4				644				0.16				<0.01				0.05				0.17				2.3				520				0.24				3.8
	RMR-09				<5				0.32				82.42				5.8				46.5								10.23				10229				8.91				4.7				903				4.14				1.76				1.42				0.17				3.1				26				5.13				14.4
	RMR-10				8				0.23				6.96				<0.1				3.6								84.94				84943				0.37				16				2004				1.13				0.8				0.11				0.42				0.5				314				0.86				5.1
	RMR-11				<5				0.37				64.77				2.5				36								19.74				19740				4.37				8.3				891				3.07				1.03				0.47				0.44				0.6				39				4.71				10.3
	RMR-12				<5				0.26				3.51				0.3				2.4				276411				>100				>100000				0.2				<0.2				400				0.18				1.28				0.04				0.12				1.3				722				0.29				3.1
	RMR-13				<5				0.05				1.57				1.6				1.3								0.72				721				0.42				<0.2				152				<0.05				<0.01				0.15				0.06				0.5				77				0.76				0.6
	RMR-14				7				0.26				116.99				2.1				54.8								6.76				6758				5.08				25.3				1274				0.56				<0.01				0.11				0.07				0.2				70				1.13				7.1
	RMR-15				<5				0.53				61.74				6.4				32.1								4.21				4212				6.08				19.1				1654				0.41				<0.01				0.53				<0.02				1.2				25				2.5				40.3
	RMR-16				6				0.87				58.16				3.8				31.7								0.22				220				6.51				5.3				75				10.43				<0.01				0.29				0.2				0.6				123				9.27				5.8
	RMR-17				<5				0.8				68.43				3.4				34.5								0.14				137				5.25				5.8				469				7.4				<0.01				0.24				0.12				0.4				148				5.76				3.9
	RMR-18				<5				0.87				32.35				4.2				17.7								0.14				145				5.45				6.6				1103				7.64				3.11				0.31				0.13				0.7				179				5.1				4.6

 

 

 

Final Report - Job No: 12-338-08679-01

 

	Sample				Fe				Ga				Ge				In				K				Li				Mg				Mn				Mo				Na				Nb				Ni				P				Pb				Re
	Designation				%				ppm				ppm				ppm				%				ppm				%				Ppm				ppm				%				ppm				ppm				ppm				ppm				ppm
					50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT
	RMR-01				0.82				1.68				<0.05				<0.01				0.04				3.6				0.04				69				1.49				0.03				<0.1				6.1				45				3.2				<0.002
	RMR-02				2.3				15.56				0.09				0.07				2.68				61.1				0.12				308				1.86				1.78				13.2				4.4				409				43.8				0.024
	RMR-03				1.28				15.92				0.26				0.04				3.16				26.4				0.04				163				2.83				1.92				15.5				4.1				633				29.2				0.026
	RMR-04				2.14				3.82				0.12				0.03				0.26				2.2				0.04				116				2.14				0.04				4.1				4.3				315				16.9				0.009
	RMR-05				1.03				1.3				0.17				<0.01				0.05				1.1				0.02				102				0.71				0.03				7.1				8.6				63				3.6				<0.002
	RMR-06				1.26				0.43				0.5				<0.01				0.03				0.6				<0.01				79				0.4				0.01				<0.1				9				22				<0.5				0.004
	RMR-07				6.37				5.05				0.6				0.07				0.44				2.3				0.13				90				5.81				0.03				3.5				4				391				13.3				0.01
	RMR-08				1.28				1.39				0.3				<0.01				0.06				2.2				0.03				205				0.93				0.02				7.6				8				64				3.7				0.005
	RMR-09				3.03				18.22				0.31				0.07				1.37				21.5				0.98				315				0.23				0.8				8.4				4.9				544				21.1				0.019
	RMR-10				6.38				5.34				1.66				0.06				0.11				1.3				0.03				64				4.14				0.02				3.7				4				179				34.7				0.01
	RMR-11				2.44				13.11				0.35				0.09				1.15				13.1				0.49				97				3.56				0.35				12.8				1.4				478				29.1				0.008
	RMR-12				2.73				1.87				0.41				0.01				0.06				1.9				0.02				107				2.5				0.03				3.6				10.1				108				33				0.007
	RMR-13				0.51				1.16				0.08				<0.01				0.11				0.5				0.03				60				0.45				0.03				<0.1				1.9				32				13.8				0.006
	RMR-14				1.71				15.32				0.32				0.09				0.42				10.8				0.01				23				4.82				0.11				12.5				1.4				1013				23.9				0.01
	RMR-15				4.95				19.53				0.16				0.13				0.42				8.1				0.89				129				0.91				0.12				16.6				2.1				281				21.8				0.016
	RMR-16				1.49				21.83				0.33				0.07				4.09				51.5				0.07				127				1.74				2.83				35.8				3.3				281				54.8				0.025
	RMR-17				1.2				17.08				0.35				0.17				3.48				46				0.12				123				2.34				1.89				34.1				4.1				185				49.9				0.017
	RMR-18				1.09				16.94				0.26				0.18				3.3				36.9				0.17				90				3.27				2.01				38.6				4.3				182				52.7				0.012

 

Final Report - Job No: 12-338-08679-01

 

	Sample				Sb				Sc				S				Se				Rb				Sn				Sr				Ta				Te				Th				Ti				Tl				U				V				W				Y				Zn				Zr
	Designation				ppm				ppm				%				ppm				ppm				ppm				ppm				ppm				ppm				ppm				%				ppm				ppm				ppm				ppm				ppm				ppm				ppm
					50- 4A- UT				50- 4A- UT				50- 4A- UT				50-4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT				50- 4A- UT
	RMR-01				1.45				0.2				0.034				<1.0				0.3				3.3				25				1.06				<0.05				2.7				0.034				0.49				16.6				6				<0.1				8.8				<2				24.9
	RMR-02				1.71				1.3				0.011				2.5				190.1				6.6				40.4				0.74				<0.05				20.7				0.046				1.45				14.4				26				<0.1				80.8				135				26.2
	RMR-03				<0.05				1.1				0.021				2.5				175.7				5.1				29.2				0.54				<0.05				21.4				0.047				<0.02				25.5				10				<0.1				73.9				54				26
	RMR-04				0.98				3.3				0.386				<1.0				9.4				1.6				72.9				<0.05				<0.05				5.2				0.279				0.11				9.3				40				<0.1				13				3				53.2
	RMR-05				2.76				1.5				0.025				<1.0				0.4				1.3				16.5				0.16				<0.05				0.4				0.089				1.54				12.4				4				<0.1				3.9				<2				164.2
	RMR-06				3.98				1.4				0.012				3.2				<0.1				0.6				3.7				<0.05				<0.05				<0.2				0.12				0.58				13.3				3				<0.1				0.8				<2				100.3
	RMR-07				3.78				5.2				0.3				<1.0				11.4				1.5				126.5				<0.05				<0.05				6.3				0.234				0.14				4.3				197				<0.1				28.9				4				117.3
	RMR-08				1.9				3.1				0.036				1.6				1.3				1.9				23.4				0.52				<0.05				1.3				0.153				0.73				6.2				10				<0.1				5				<2				172.2
	RMR-09				<0.05				10.7				0.366				1.8				97.9				3				253.7				0.17				<0.05				11.3				0.39				1.26				4				54				<0.1				40.5				91				300.4
	RMR-10				3.6				7.4				0.111				6.5				4.5				2				77.4				<0.05				<0.05				8.2				0.317				0.68				17.8				89				<0.1				29.4				5				59.9
	RMR-11				<0.05				4.5				1.098				<1.0				46.2				4.1				163.8				0.57				<0.05				11.4				0.408				2.08				3.2				39				<0.1				17.9				69				183.4
	RMR-12				3.98				2.6				0.027				<1.0				1.8				1.1				12.5				<0.05				<0.05				1.4				0.229				0.68				8.3				36				<0.1				5.6				<2				61.6
	RMR-13				<0.05				3.5				0.01				<1.0				1.2				1				31.5				<0.05				<0.05				0.4				0.13				0.23				7.7				5				<0.1				3.1				3				179.1
	RMR-14				<0.05				6.9				0.837				2.1				5.3				3.6				535.4				0.47				<0.05				18.1				0.187				1.27				6.8				33				<0.1				29.8				7				108.7
	RMR-15				<0.05				6.3				0.341				<1.0				26.4				3.5				71.7				0.2				<0.05				14.3				0.249				1.03				4.4				48				<0.1				42.1				81				320.8
	RMR-16				<0.05				1				0.017				2.9				309.1				12.8				18.7				2.12				<0.05				34.2				0.048				3.45				7.4				11				<0.1				78.5				88				77.9
	RMR-17				<0.05				0.5				0.017				1.8				245.4				10.7				35.9				1.48				<0.05				30.1				0.039				2.46				8.6				13				0.2				70.5				81				77.1
	RMR-18				1.84				0.7				0.036				<1.0				219.2				18.7				58.6				2.18				<0.05				33				0.043				2.24				8.2				9				0.7				34.4				44				95.1

 

 

 

West Silver Cloud

 

The West Silver Cloud property is a Midas-style gold-silver property situated 12 Km southwest of Waterton Global’s Hollister gold-silver mine, and 22 Km southeast of Klondex Mines Ltd.’s Midas Mine property. The nearby Silver Cloud Mine is an old, open-pit mercury mine situated on top of Placer Dome’s main gold-silver ore target, which carries high-grade, drill-indicated gold mineralization. The West Silver Cloud property comprises 38 lode claims that cover approximately 760 acres. West Silver Cloud has never been tested by drilling, and we believe offers good potential to hold a large, high-grade, underground-mineable Midas-Hollister-type Low Sulfidation gold-silver deposit.  

 

Silver Cloud

 

The Silver Cloud Property consists of 552 Mining Claims totaling 11,210 acres situated 55 Km northeast of the mining center of Battle Mountain, and 80 Km west-northwest of Elko city, a regional mining hub. The Silver Cloud Property lies immediately to the southwest of Waterton Global’s epithermal bonanza gold-silver Hollister Mine, and 3.8 Km southwest of the Hollister Mine open pit. The Silver Cloud Property also lies 16 Km southeast of Klondex’s Midas Mine, which is currently producing gold and silver from high-grade volcanic epithermal veins. The Company controls an additional 38 claims along the west side of the Silver Cloud Property, called the West Silver Cloud property.

 

Any mineral production from the Silver Cloud Property is subject to net smelter return royalties of 2% due to Royal Gold Inc. and 3% to the underlying claim owners. The Company is also required to pay $50,000 to the Pescio family annually. The lease term is to June 30, 2023 with option to extend the lease term for three subsequent ten years terms.

 

As a result of this latest acquisition, the Company’s land package in the region has increased by 11,000 acres, making it one of the largest landholders among junior exploration companies operating in Nevada with over 13,000 acres held. The Company has inherited a comprehensive database reflecting previous exploration campaigns conducted on the Silver Cloud Property by Placer Amex, Newmont, Placer Dome, Teck Resources and Geologix. This database includes:

 

·

Drilling information including drill hole locations, drill core logs, cross-sections, long-sections, level plans, down hole survey information, QA/QC information and assay results

·

Regional and local geological information including lithological mapping, structural interpretations, alteration mapping, large-scale formational modeling and detailed mineralization modeling

·

Geochemical information including surface rock chip sampling, multivariate soil sampling and biogeochemical sampling surveys

·

Geophysical information including Airborne Magnetics (AeroMag), Controlled Source Audio Magnetotelluric (CSAMT), E Scan, and Ground Gravity surveys

·

Base maps including claim maps, topographic maps and satellite images

Modern exploration on the Silver Cloud Property was conducted in the 1980’s, when Placer Amex drilled 14 shallow holes in search of mercury. That campaign’s best gold hit was a 3.05 meter intercept grading 0.197 g/t Au. In 1989, Newmont optioned the property and conducted additional shallow drilling of 23 holes in different parts of this large property through 1994, including in the Quiver Mine area in the northwest part of the property. Highlights from these Newmont drill programs included a 1.52 meter intercept grading 3.1 g/t Au at shallow depths.

 

Teck Cominco optioned the property and conducted 4,023 m of drilling in 10 holes between 1999 and 2001. Teck discovered high-grade gold mineralization at the historic mercury-producing Silver Cloud Mine in reverse-circulation hole SCT-6 that encountered three intervals of good grade gold mineralization totaling 27.4 meters of down-hole core length between 310.9m and 452.6m. Those intervals included a 1.52 meter intercept grading 145 g/t Au at a depth of 318m in sheared volcanics.

 

 

Placer Dome optioned the property in 2002 and subsequently drilled 3,832 meters in 11 rotary and core holes in the property area. Placer Dome’s best drill intercept was from a new discovery in the Egg Hill target area, situated 1400 meters west of the Silver Cloud Mine and close to the West Silver Cloud property. The intercept graded 5.53 g/t Au over a 12.2 meter interval in a structure at the contact between two lithological units – the rhyolite tuff and the intrusive rhyolite porphyry.

 

Geologix acquired control of the property in 2003, and subsequently drilled 2 deep holes on the property in 2005. These holes were drilled on the northwest side of the Silver Cloud Mine away from the high-grade Teck drill holes and targeting two inferred fault structural zones. Geologix encountered numerous zones of breccia and silica mineralization in these two holes over significantly wide intervals.

 

The working Midas-style gold target model used by the Company’s technical team interprets the “top elevations” of epithermal Midas-Hollister type gold-silver targets at Silver Cloud to start at 150 to 300 meter depths below surface. The main zone of ore grade gold-silver mineralization at Midas extends for at least 500 meters vertically, below the “top elevations”. Local “pod-like” bodies of gold mineralization may occur above this “top elevation” level, as at Midas and in the larger open pit at Hollister. The Company’s exploration efforts are focused upon discovery of Midas and Hollister style gold-silver mineralization, 125 to 300 metres below the surface.

 

The main gold-silver targets at the Silver Cloud Property are Midas-Hollister style volcanic epithermal low-sulfidation vein and disseminated gold deposits, which appear to be situated along or near fault zones, near or beneath siliceous “sinter” hot spring deposits. These siliceous sinters occur on and close to the paleo ground surfaces along the Midas - Silver Cloud trend, which is part of the “Northern Nevada Rifts” volcanic province. Mercury occurrences are present locally in and near these siliceous sinters, and are interpreted to be locally indicative of gold mineralization at further depth, as at Hollister. At least three gold target areas have been discovered by rock chip sampling and drilling to date on the Silver Cloud Property: 1) the “Mine” target at the Silver Cloud Mine discovered by Teck, where a drill hole carried a 1.5 meter intercept grading 157 g/t Au at a depth of 318 meters below surface, 2) the “Egg Hill” target area initially discovered by Placer Dome and further explored by Geologix, and 3) the Quiver target area explored by Newmont and Geologix. Several exploration holes were drilled at Egg Hill, including a significant gold discovery hole yielding 12.2 metres of 5.53 g/t Au at a depth of 208 metres below surface, situated at the contact with a rhyolitic intrusive.

 

Geologix drilled two core holes in the Mine target area, away from the earlier Teck and Placer Dome drillholes. These holes encountered highly anomalous gold and silver in sulfide-rich breccias and low-temperature banded Midas-style quartz veins. To date, less than 10% of the large Silver Cloud Property has been explored. No drilling work has yet been conducted on the Company’s adjoining West Silver Cloud claims area.

 

The Silver Cloud Property also lies directly astride the prolific Carlin Trend break that boasts numerous giant world-class sediment-hosted gold deposits. Excitingly, the Paleozoic rocks that host numerous gold deposits in the region, are present at the surface at the Hollister Mine and near the Company’s Rimrock property, north of Silver Cloud. Consequently, Silver Cloud may have Carlin-style gold potential, albeit at fairly great depths. The CSAMT data is being evaluated to further investigate this Carlin-style gold potential. Great Basin Gold drilled one deep hole at Hollister and penetrated Devonian Rodeo Creek unit Paleozoic rocks, but never reached the Carlin-host Popovich-equivalent limestone rock section, which lies at still greater depths.

 

AngloGold drilled a deep hole at the Hatter prospect, east of the Hollister open pit, and penetrated lower Paleozoic rocks and a granitic intrusive of possible Mesozoic age. Rodeo Creek Gold discovered a new granitic intrusive body (possibly Eocene in age) situated between the Hatter granitic stock and the Hollister open pit, and found gold mineralization in this area, away from their main east-west trending gold-silver vein systems. Thus, the Silver Cloud area may have potential for gold deposits associated with granitic stocks and nearby faults, at depth. The gravity and CSAMT data will be used to further evaluate this possibility. For now, the Company is focused on the discovery of relatively shallow Midas style gold-silver deposits.

 

 

 

In September 2013, the Company announced that it has received the Silver Cloud project drill core from Geologix Explorations.  More than $2.4 million in exploration expenditures have been made on Silver Cloud since 2003. Prior to that, Placer Amex, Newmont, Teck, and Placer Dome conducted significant exploration on the Silver Cloud Property as well.

 

The Company will study the Silver Cloud drill core in an effort to develop new drill targets for potential gold-silver development at Silver Cloud. Geologix’ latest two drillholes at Silver Cloud encountered several zones of gold mineralization, and previous drilling by Placer Dome and Teck encountered local zones of very high-grade gold mineralization.

 

After an initial study of the Company’s new database including previous exploration campaigns conducted on the Silver Cloud Property, has led to the discovery of a fourth, possibly significant new target extension of one of the southernmost vein systems occurring directly on the Hollister Mine property. This is located in the northeast corner of the Silver Cloud property. The Company now will conduct further research on this target zone in advance of possible drilling in 2015.

 

The main gold-silver targets at the Silver Cloud Property are Midas-Hollister style volcanic epithermal low-sulfidation vein and disseminated gold deposits, which appear to be situated along or near fault zones. Mercury occurrences are present locally in and near these siliceous sinters, and are interpreted to be locally indicative of gold mineralization at further depth as at Hollister. At least four gold target areas have been discovered by rock chip sampling, mapping and drilling to date on the Silver Cloud Property: 1) the “Mine” target at the Silver Cloud Mine discovered by Teck, where a drilled hole carried a 1.5 meter (5 feet) intercept grading 157 g/t Au at a depth of 318 meters below surface, 2) the “Egg Hill” target area initially discovered by Placer Dome and further explored by Geologix, where up to 12.2 metres of 5.53 g/t Au, 3) the Quiver target area explored by Newmont, and 4) the newly discovered Hollister South target mentioned above.

 

The Silver Cloud Property also lies directly astride the prolific Carlin Trend break that boasts numerous giant world-class sediment-hosted gold deposits. This is a highly favorable environment for Carlin-style gold deposits found at the Gold Acres and Getchell mines owned by Barrick Gold Corp. Silver Cloud may have Carlin-style gold potential at depth.

 

In September 2014, the Company announced that it has begun a new program to geologically re-log, re-assay, and reinterpret the drill core and 5 foot chip samples from reverse circulation drilling conducted by certain previous lessees on its high-grade Silver Cloud gold-silver property (“Silver Cloud”) in Elko County, Nevada. Rimrock Gold will be re-logging and assaying certain high-grade gold-silver zones drilled at Silver Cloud by Teck, Placer Dome, and Geologix Explorations.

 

Rimrock Gold’s Vice President of Exploration, who is a certified professional geologist and “qualified person” for purposes of Canada’s National Instrument 43-101 Standards Disclosure for Mineral Properties, will study and re-assay portions of the newly-acquired Silver Cloud drill core in an effort to develop new drill targets for potential gold-silver development at Silver Cloud. Previous drilling by Placer Dome and Teck encountered two local zones of very high-grade gold mineralization known as the large “Silver Cloud Mine” target of Teck, and the “West Ridge” target of Placer Dome. There are four or more other gold-silver target areas on the property; the “Central Core”, “Northeast Extension”, “Quiver”, and “West Silver Cloud.”

 

Teck Explorations discovered the Silver Cloud Mine target in angled drillhole SCT-5, which encountered a 1.5 meter (5 feet) interval assaying 157 grams per tonne gold (“g/t Au”) at a depth of 318 meters below surface. Placer Dome tried to twin this drillhole in hole SCP-11c, and found an interval near the SCT-5 intercept that assayed 279 g/t silver and 760 ppm tungsten, a drill assay very similar to that found at Rimrock Gold’s Ivanhoe Creek property situated along trend north of and adjacent to the Hollister Mine. These samples will be studied in detail and re-assayed in shorter intervals. The goal is to determine how to re-drill this high-grade target effectively in order to define the geology and possible high-grade gold-silver mineralization. The Silver Cloud Mine target area is quite large being at least 2,000 meters in length.

 

 

 

The other highest priority target is West Ridge, which was initially discovered in highly gold mineralized drillhole SCP-15 by Placer Dome that locally assayed gold mineralization between 184.5 through 231.7 meters, a core length of 47.2 meters (true width not yet known). The highest grade assay interval in SCP-15 was 12.2 metres of 5.53 g/t Au at a core depth starting at 208.8 meters. The West Ridge gold-silver mineralization lies along a cymoid loop fault system that appears to be more than 1,900 meters in length. Newmont geologists at Midas defined the methodology for testing these cymoid loop controlled gold systems. Rimrock will use and expand these procedures to evaluate and test the gold systems at Silver Cloud in order to define and prioritize new drilling on the Silver Cloud property.

 

The third target to be analyzed in Rimrock Gold’s new work program is the Central Core target area where Geologix drilled two extended, lower angle drillholes in 2005 totaling 1,603 meters of core length across the Central Core target area at Silver Cloud. These two drillholes encountered several zones of gold mineralization in a broad brush sweep across the target area. Rimrock Gold has the core for these drillholes and will re-log this core and re-assay any intervals of geological interest.

 

Newmont and Placer Amex also drilled a number of holes into the large Quiver target region in the northwestern portion of the Silver Cloud property. Newmont reportedly encountered significant local zones of sulfide mineralization at depth, and reported gold assay values in excess of 1.5 grams per tonne gold. Rimrock Gold has the Newmont assay data but does not at this time have any of these drill samples to re-log or old sample pulps to re-analyze.

 

 

This initial program of geological re-interpretation of past work at Silver Cloud will be continued until multiple detailed gold-silver drilling targets have been defined on the property. The company believes that the Silver Cloud property is large enough and holds sufficient high-grade gold-silver mineralization to hold a mine-size gold-silver system within its boundaries. Local experts with detailed experience on the property will be utilized to gain a scientifically accurate interpretation of the property as this work progresses.

 

Ivanhoe Creek

 

 During October 2013, the Company acquired the advanced-stage Ivanhoe Creek, Nevada, epithermal bonanza gold-silver property from RMIC Gold, a private Nevada company controlled by Richard R. Redfern. Mr. Redfern is a director of the Company and this transaction is a non-arms length transaction. The Company issued 150,000 shares of the Company’s common shares to RMIC Gold, and will pay one percent (1%) Net Smelter Returns royalties to RMIC Gold for 100% interest in the Ivanhoe Creek property. The Ivanhoe Creek property consists of 22 unpatented lode mining claims (440 acres) situated in north-central Nevada on lands administered by the U.S. Bureau of Land Management. The property area is uninhabited and suitable for construction of large-scale mine facilities, if warranted. The property is situated 63 Km northeast of the mining center of Battle Mountain, and 75 Km west-northwest of the mining hub city Elko. Rimrock Gold controls 22 claims along the north side of the Hollister property. The property lies at the former site of a small mercury mine/ prospect from which an unknown but small quantity of flasks of mercury were produced, and south of Rimrock Gold’s Rimrock property.

 

The Ivanhoe Creek property lies immediately adjacent to the north of the epithermal bonanza gold-silver Hollister Mine property that was recently purchased by Waterton Global Resources. Ivanhoe Creek also lies 17 Km southeast of Klondex Mines Ltd.’s Midas Mine, which is currently producing gold and silver from high-grade volcanic epithermal gold-silver veins.  

 

Gold exploration drilling has been conducted near and under certain of these mercury prospects. Most recently, Kent Exploration Ltd drilled 5 shallow exploration core drillholes in 2007 for gold and silver, totaling 791.3 meters. Drilling to date at Ivanhoe Creek has discovered at least two significant gold-silver target areas. These are associated with northerly-trending uplifted fault-bounded blocks of rocks (“horsts”), which extend northward into the Rimrock property, and south into the Hollister property. These horsts were delineated and verified by CSAMT geological surveys in 2006. Mercury-bearing silica deposits (“sinter”) locally are associated with gold in Nevada, and mercuric sinters are found at Ivanhoe Creek alongside and above these horsts. Kent’s shallow drilling tested some of these sinter targets.

 

The five exploration holes drilled at Ivanhoe Creek are believed to have been too shallow to adequately test for the Midas-style gold-silver targets envisioned by the Company. The drillholes at Ivanhoe Creek found: 1) Anomalous assay values of gold in each hole drilled, and 2) Anomalous silver values in each hole, including up to an assay value of 7.64 ounces per ton silver in hole 07-10 between 426-436 feet (core length; true width not known). This latter silver-rich intercept also contained high values of 1130 ppm tungsten, more than 100 ppm mercury, and 0.02 ppm gold. Local high geochemical analysis values of arsenic, antimony, and selenium suggest that a Midas-style mineral system was imposed on these rocks altered and metamorphosed earlier by contact metamorphism of nearby granitic plutons.

 

 

 

The main gold-silver targets at Ivanhoe Creek are Midas-Hollister style volcanic epithermal low-sulfidation vein and disseminated gold deposits, which appear to be situated along or near fault zones, beneath siliceous silica “sinter” hot spring deposits that occur on the paleo ground surface along the Midas – Silver Cloud trend, which is part of the “Northern Nevada Rifts” volcanic province. Mercury occurrences are present locally in and near these surficial siliceous sinter deposits, perhaps locally indicative of gold deposits at further depth, as at Hollister. The “top elevations” of epithermal Midas-Hollister type gold-silver targets typically start at 150 to 300 meter depths below surface. The main zone of ore grade gold-silver mineralization at Midas is at least 500 metres in height, below the “top elevations”. Local small poddy bodies of high-grade gold mineralization may occur above this “top elevation” level as at Midas. Rimrock Gold’s exploration efforts are focused upon discovery of deeper Midas and Hollister Mine style gold-silver mineralization at Ivanhoe Creek, but the possibility of finding near-surface open pittable gold-silver mineralization is still present due to the minimal level of exploration of Ivanhoe Creek. The elevations of the main ore zones at Hollister are at elevations of 4900 to 5400 feet ASL. This will be used to help guide exploration on the Ivanhoe Creek and Rimrock properties.

 

The Ivanhoe Creek property also lies directly astride the prolific Carlin Trend break that boasts numerous giant world-class sediment-hosted gold deposits. Excitingly, the Paleozoic rocks at Ivanhoe Creek are present at surface just north of the property boundary, and also were encountered in Kent’s drillholes. Consequently, the Ivanhoe Creek property does have Carlin-style gold potential, albeit perhaps at fair depths. Great Basin Gold drilled one deep hole in the southeastern part of their property at Hollister and penetrated Devonian Rodeo Creek unit Paleozoic rocks. They never reached the Carlin-host Popovich-equivalent limestone rock section, which lies at still greater depths at this particular locality. The Rimrock – Ivanhoe Creek area is interpreted as being a structurally uplifted dome, which could have brought Carlin deposit age rocks closer to the surface. The Company is now focused upon the discovery of relatively shallow Midas style gold-silver deposits.

 

Pony Spur

 

The Pony Spur property is a dual, Carlin-style sediment-hosted and Low Sulfidation Breccia Pipe Style gold prospect in the southern part of the prolific Carlin-Rain Gold Trend, and is situated 2.25 Km northwest of the adjoining Pony Creek gold deposit controlled by Allied Nevada Gold, owners of the Hycroft gold mine in northwestern Nevada. The Pony Spur project is along Jerritt and Carlin Trends, near the Rain gold deposit cluster , which includes the Rain, Tess, and Emigrant mines (Newmont / Premier Gold), the high-grade Saddle gold deposit (presently being drilled by Premier Gold Mines), Railroad-Bullion (presently being drilled by Gold Standard Ventures), and other peripheral gold deposits. Sage Gold Inc. drilled one core hole on the Pony Spur property in 2007, discovering gold mineralization.

 

The property comprises 7 lode mining claims of approximately 140 acres, which have been filed with the BLM. The Pony Spur property area sits along a WNW trending, Rain Fault-parallel fault system of undetermined width that intersects the Pony Creek gold deposit area just east of our property boundary. Two types of strong surface gold mineralization and alteration are present at the Pony Spur gold property. A low-sulfidation silica-rich, breccia pipe with gold mineralization crops out at the surface of Pony Spur, similar to mineralization present in Allied Nevada’s Pony Creek gold deposit, and the drill hole by Sage Gold intersected gold mineralization in this pipe. Carlin style, thallium-gold rich geochemical rock anomalies also are present at the surface at Pony Spur, possibly indicative of Rain-Meikle type fault-controlled Carlin-style sediment-hosted gold mineralization at depth.

 

 

 

Consulting Agreement

 

On March 1, 2013, the Company signed a one year consulting agreement with a United States company, under common control, and agreed to pay the Company 3,500,000 shares of common stock for market expansion and business consulting.

 

Pursuant to the Agreement signed between the Company and Uptick Capital LLC (related party by virtue of common directorship), both the parties agreed to make the following changes to the agreement dated March 1, 2013.

 

As of March 30, 2014 the agreement was deferred until January 1, 2015 on which date the Company was to make a one-time lump sum payment to Uptick Capital of 2.5 million shares for consulting services and thereafter beginning February 1, 2015 Renewal Payments from the agreement were to be changed to 750,000 shares per quarter from 250,000 per month paid in advance of the said period.

 

The agreement was terminated in February 2015 and a final block of 4 million shares were issued in March 2015.

 

Results of Operations for the three and nine months ended May 31, 2015 compared to the three and nine months ended May 31, 2014

 

We currently have no known mineral reserves and have not generated any revenue from our mining activities.

 

For the three and nine months ended May 31, 2015, our operating expenses and net loss from operations were $74,919 and $568,102.

  

Operating expenses for the three months ended May 31, 2015 were $74,919 compared to $306,907 for the three months ended May 31, 2014. The decrease of $231,988 in operating expenses was due to decrease in professional and consulting fees by $123,175 in connection with legal, accounting, consulting, and auditing services related to quarterly review and the related filings, reversal of consulting fee of $280,000 and a decrease in office and general expenses by $4,326, partially offset by increase in interest expense including day one excess value interest expense of $65,006 on new convertible notes issued in March and April 2015 and increase in fair value change of convertible notes by $110,383.

 

Operating expenses for the nine months ended May 31, 2015 were $568,102 compared to $654,823 for the nine months ended May 31, 2014. The decrease of $86,721 in operating expenses was due to decrease in professional and consulting fees by $322,931 in connection with legal, accounting, consulting, and auditing services related to quarterly review and the related filings and a decrease in office and general expenses by $9,172, partially offset by increase in interest expense including day one excess value interest expense of $126,252 on new convertible notes issued in October and December 2015 and March and April 2015 and increase in fair value change of convertible notes by $122,685.

 

Net loss for the three and nine months ended May 31, 2015 was $74,919 and $568,102 as compared to $306,907 and $654,823 net loss for the three and nine months ended May 31, 2014. The reason for the decrease in operating losses is the same as explained in operating expenses.  

 

During the three and nine months ended May 31, 2015 and 2014, we had no provision for income taxes due to the net operating losses incurred.

  

Liquidity and Capital Resources

 

As of May 31, 2015 we had a cash balance of $2,224 and a working capital deficit of $429,115.

 

The Company raised $129,000 from the issuance of convertible notes during nine months ended May 31, 2015. The proceeds are being used to fund operations such as legal and audit fees, and investing activities of the Company as discussed above in our Plan of Operations.

 

The Company is actively seeking financing in the amount of $1,000,000 to fully execute the next phase of the Company’s exploration campaign, and the Company’s detailed plan for drilling the Rimrock Property plus any future acquisitions. In addition, the Company is preparing a detailed exploration plan to advance the Silver Cloud property.

 

Any capital raised will be through either a private placement or a convertible debenture and will result in the issuance of common shares from the Company’s authorized capital.  The Company is optimistic that the financing will be secured and our going concern risk will be removed.  

 

We anticipate that our fixed costs made up of legal & accounting and general & administrative expenses for the next twelve months will total approximately $45,000. Legal and accounting expenses of $35,000 represents the minimum funds needed to sustain operations.  The $45,000 will be financed through the Company’s cash on hand, additional financing, and if needed, advances from our director, Jordan Starkman. Currently there is no firm loan commitment in place between the Company and Jordan Starkman. 

 

 

 

We believe we can satisfy our cash requirements for the next twelve months with our cash balances and if needed an additional loan from our officer and director, Jordan Starkman. However, completion of our plan of operations is subject to attaining adequate revenue and adequate financing. We cannot assure investors that adequate revenues will be generated from our mining properties. In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Even without adequate revenues within the next twelve months, we still anticipate being able to continue with our present activities, but we may require financing to achieve our growth and exploration goals.

 

We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees, unless financing is raised. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and required, and our progress with the execution of our business plan.

 

In the event we are not successful in reaching our initial revenue targets or operational goals, additional funds may be required, and we may not be able to proceed with our business plan for the development and exploration of our mining targets. Should this occur, we would likely seek additional financing to support the continued operation of our business. We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.  We will need approximately $1,000,000 to aggressively pursue and implement our business plan’s exploration campaign.

 

Off-Balance Sheet Arrangements

 

We do not have any outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts.

  

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

Not required for Smaller Reporting Companies.

 

Item 4.

Controls and Procedures

 

Evaluation of disclosure controls and procedures

 

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were not effective as of May 31, 2015 to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

 

 

Changes in internal controls

 

No change in our system of internal control over financial reporting occurred during the nine months ended May 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

  

PART II - OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

 

Item 1A.

Risk Factor

 

Not required for Smaller Reporting Company.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

In December 2013, the Company issued 750,000 shares of common stock for consulting services rendered at $0.10 per share.

 

In March 2014, the Company issued 1,050,000 shares of common stock for consulting services valued at $0.08 per share.

 

In April 2014, the Company issued 250,000 shares of common stock for consulting services valued at $0.08 per share.

 

The Company issued following shares in connection with the conversion of convertible notes:

 

During March and April 2015, the Company issued 184,182,196 and 177,008,583 shares of common stock valued at rates ranging from $0.0001 to $0.0093 and from $0.0001 to $0.0021 to KBM Worldwide Inc. and Gold Coast Capital respectively, in accordance with the terms of the convertible notes.

 

From June 10, 2015 to July 7, 2015, the Company issued 377,905,950 shares of common stock valued at rates ranging from $0.0012 to $0.0015 to KBM Worldwide Inc. in accordance with the terms of the convertible notes.

 

The above issued shares were offered and sold in a private transaction in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act.  Our reliance on Section 4(2) of the Securities Act was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were only a limited number of offerees; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the sale of the stock took place directly between the offerees and us.

 

Item 3.

Defaults Upon Senior Securities

 

None  

 

 

 

 

Item 4.

Mine Safety Disclosures

 

Mine Safety and Health Administration Regulations

 

During the nine months ended May 31, 2015 and the fiscal year ended August 31, 2014, the Company had no such specified health and safety violations, orders or citations, related assessments or legal actions, mining-related fatalities, or similar events in relation to our United States operations requiring disclosure pursuant to Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K.

 

Item 5.

Other Information.

 

None

 

Item 6.

Exhibits

 

31.1	Certification of Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+	Certification of Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1NS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definitions Linkbase Document

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

  

	Rimrock Gold Corp.
	By:	/s/ Jordan Starkman
		Jordan Starkman President and Secretary (Duly Authorized Officer, Principal Executive Officer and Date: July 20, 2015

 

 

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