QUARTERLY REPORT. (Unaudited) (Expressed in Canadian dollars) Three months ended September 30, 2013

Transcription

1 QUARTERLY REPORT (Unaudited) (Expressed in Canadian dollars) Three months ended

2 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Expressed in Canadian Dollars) For the three months ended

3 Renaissance Gold Inc. For the three months ended Management s Discussion and Analysis Form F1 The following is management s discussion and analysis ( MD&A ) of the results of operations and financial condition of Renaissance Gold Inc. (the Company or RenGold ) for the three months ended and up to the date of this MD&A, and should be read in conjunction with the accompanying condensed consolidated interim financial statements and related noted thereto for the three months ended (the Financial Report ) as well as with the audited consolidated financial statements and related MD&A for the year ended June 30,. Additional information relating to the Company is available on SEDAR at All financial information in this MD&A is derived from the Company s financial statements prepared in accordance with International Financial Reporting Standards ( IFRS ) and all dollar amounts are expressed in Canadian dollars unless otherwise indicated. The effective date of this MD&A is November 12,. Description of the Business RenGold was incorporated under the name B.C. Ltd. pursuant to the Business Corporations Act (British Columbia) on May 25, 2010, and it changed its name to Renaissance Gold Inc. on September 17, RenGold s common shares were listed for trading at the opening of the Toronto Stock Exchange ( TSX ) on January 9, 2012, and on that same day the Company s common shares were delisted from the TSX Venture Exchange ( TSX-V ). RenGold is an exploration stage business engaged in the acquisition and exploration of mineral properties located in Nevada and Utah. On October 23,, RenGold signed of a letter of intent to sell the Company s Argentine subsidiary to its current joint venture partner, Atala Resources Corporation. In addition, RenGold is in the process of closing its subsidiaries in Chile and Spain where exploration and evaluation activities have been discontinued. RenGold s business model is to identify and secure mineral resource properties for which it seeks suitable joint venture partners. Once partners are found, an exploration and option to earn-in agreement is entered into on the property enabling the earn-in partner to obtain an interest by conducting and funding exploration on that property. The level of the Company s exploration expenditures are largely determined by the strength of the resource markets and by the status of the Company s projects in relation to those markets and its ability to obtain funding partners and investor support for its projects. The Company anticipates there will be less capital available for exploration joint ventures in the immediate future. RenGold is therefore concentrating activities in Nevada and Utah to upgrade current projects and define significant growth potential such as recently demonstrated for the Everson Deposit (RenGold press release October 22, ). In addition, RenGold recently announced funding for exploration in southern Nevada (south of 37 degrees latitude) in exchange for a royalty with Callinan Royalties Corporation (RenGold press release October 24, ). Taken together, the decreased expenditures, refocus on core activities in Nevada, the upgrading of projects and new funding allows RenGold to continue to provide opportunities to shareholders in a bear market

4 Renaissance Gold Inc. For the three months ended Management s Discussion and Analysis Form F1 Overall Performance At the date of this MD&A, RenGold has five properties under exploration earn-in agreements: Project Funding partner Nevada: Gold Star Lynx Resources (US) Inc., a US subsidiary of Cassini Resources Ltd. (ASX:CZI) Spruce Mountain Summit Mining Exploration, Inc., a US subsidiary of Sumitomo Corporation Trinity Silver Liberty Silver Corp. (TSX: LSL) Argentina: Meridiano and Covadonga Atala Resource Corporation * *The Company is in the process of selling its Argentina properties see discussion below The highlights of activity by RenGold and its funding partners on its exploration properties during the three months ended and to the date of this MD&A follow in alphabetical order. Nevada projects with funding partners: Gold Star Spruce Mountain Lynx has been reviewing results and is considering additional drill targets. In order to maintain the property, Lynx is required to spend US$250,000 by February On August 7,, the Company announced the approval of a third round drill budget pursuant to the third year of an exploration earn-in agreement with Summit Mining Exploration, Inc. ( Summit ), a US subsidiary of Sumitomo Corporation. The US$525,000 budget will include 6,900 feet (2,104 meters) of reverse circulation drilling, following up critical targets defined by earlier drilling in 2011 and 2012 that include gold, silver and base metal mineralization. Drilling was completed in October and included 9 holes totalling 8,160 feet (2,487.2 meters) meters of RC drilling. Samples are now at the lab and final compiled results should be ready by January Argentina projects with funding partners: Atala On October 29,, the Company announced that Atala Resources Corporation, a Canadian private company ("Atala"), has signed a letter of intent (the LOI ) to purchase AuEx Argentina S.A. ( AuEx ), a wholly owned subsidiary of RenGold in exchange for cash, stock and a net smelter return ( NSR ) royalty. On signing a definitive agreement, Atala will issue RenGold 500,000 common shares of Atala and will pay $20,000 in cash. On completion of Atala raising $1 million, RenGold will receive an additional $30,000 in cash. If Atala raises an additional $1 million, RenGold will receive another $50,000 in cash. RenGold will retain a NSR royalty on all properties of 4% minus any underlying NSR royalty (including governmental and underlying ownerships) not to be less than 1% or greater than 3%. The purchase of AuEx will include the Covadonga and Meridiano properties currently subject to an earn-in agreement between Atala and RenGold as well as the El Monte, Gertrudis, and La Rosita properties

5 Renaissance Gold Inc. For the three months ended Management s Discussion and Analysis Form F1 Nevada properties being prepared for joint venture During the three months ended, and up to the date of this MD&A, RenGold conducted reconnaissance exploration programs to prepare these projects for joint venture. Everson Sinter On October 22,, the Company announced the results of recent mapping and rock chip sampling support new targets with the potential to significantly expand the Everson Gold Deposit at the Buffalo Canyon Project, Nye County, Nevada. RenGold acquired the property when it became open to staking in late Based on 40 reverse circulation drill holes in an area 500 meters by 600 meters (about 1,640 by 1,970 feet), the potential quantity of gold in the Everson target area is about 350,000 ounces. This estimate is based on a range from 25,000,000 to 26,000,000 tons at a grade from to ounces per ton (0.373 to grams per ton). The potential quantity and grade is conceptual in nature, and as there has been insufficient exploration to define a mineral resource it is uncertain if future exploration will result in the target being delineated as a mineral resource. The Company is currently looking for joint venture partners. On August 14,, the Company announced trench sampling and drilling results that confirm the presence of a shallow zone of gold-silver mineralization. The Sinter property lies in the northern part of the Velvet District near other shallow epithermal gold prospects at RenGold s Bunce property and at the historic Velvet Mine, a gold-silver producer in the early 1900 s. RenGold consolidated the Sinter property by leasing a milesquare private section from Newmont USA Limited, a wholly owned subsidiary of Newmont Mining Corporation in This section adjoins 33 claims controlled by lease and staking, all of which combined comprise a total area of approximately 1190 acres (480 hectares). The property is available for joint venture. Work has continued on data compilation and target definition at the Company s projects being prepared for joint venture. Arabia, Big Gossan, Bunce, Fireball Ridge, Fourth of July, Golden Shears, JPW, King Solomon, Leonid, Reef, Rose Mine, and Wood Hills South are currently available for joint venture. Generative Generative exploration is the core of RenGold s business. Property submittal evaluations and generative programs in Nevada and Utah are ongoing but the current focus is on upgrading projects with quality drill intercepts. RenGold s technical team employs leading edge exploration techniques and technology for ore deposit vectoring including: proprietary remote sensing, spatial probability modeling and multivariate statistical analysis. Data is combined with field geology and alteration mineralogy for the purpose of target selection, property acquisition and joint venture development. Callinan On October 24,, the Company announced that it has signed an exploration alliance agreement (the "Agreement") with Callinan Royalties Corporation ("Callinan"). The purpose of the Agreement is to fund prospect generation activities in order for RenGold to attract joint venture partners to projects, while allowing Callinan to generate and acquire royalties. The initial geographic focus will be southern Nevada but may expand to other jurisdictions. The Agreement will be for an initial three year term and calls for Callinan to fund $150,000 of generative exploration during the first year of the Agreement with the option to fund up to $100,000 in each of the two subsequent years. In return for such funding, RenGold will grant Callinan the option to receive a 0.5% NSR royalty on any new projects acquired as a result of the generative exploration work. In addition, Callinan has the option of funding another $150,000 on any of the new projects in exchange for an additional 1.0% (1.5% total) NSR royalty

6 Renaissance Gold Inc. For the three months ended Management s Discussion and Analysis Form F1 Qualified Person If RenGold proposes that additional value can be generated after spending $150,000, Callinan may elect to contribute subsequent funding with RenGold on an equally shared basis with no change to Callinan's royalty interest. RenGold may also propose exploration on its existing mineral properties. Callinan will have the option to solely fund $150,000 in exploration on those projects in return for a 1.5% NSR royalty. All technical data, as disclosed in this MD&A, has been verified by the Company s qualified persons ( QPs ) Ronald L. Parratt, M.Sc., and Certified Professional Geologist, Richard L. Bedell, M.Sc., and Certified Professional Geologist and Eric M. Struhsacker, M.Sc., and Certified Professional Geologist. Results of Operations Results of Operations for the three months ended The consolidated net loss for the three months ended was $868,521 ( $1,444,628). The significant changes between the current three month period and the comparative three month period are discussed below. Exploration and evaluation expenditures in the three months ended were $534,703 which net of $175,873 recovered from funding partners was $358,830 ( $513,672 net). This includes annual claim maintenance fees that were due on Nevada properties totaling $281,068 of which $79,381 was recovered from funding partners. Salaries and benefits, including directors fees charged to administration totaled $153,356 ( $265,738). The decrease in salaries and benefits over the prior year relates to the significant reductions in director and officer salaries over the past year due to cost saving measures introduced by the Company. Non-cash share-based compensation expense was $97,660 ( $460,940) which relates to options that vested during the period and restricted share rights. RenGold s $8,958 unrealized gain on foreign exchange in the three months ended ( $94,305 loss) was attributed primarily to the fluctuation in the Canadian to US dollar exchange rates. Summary of Quarterly Financial Results Total revenues 3 Months Ended September 30, $ Nil 3 Months Ended June 30, $ Nil 3 Months Ended March 31, $ Nil 3 Months Ended December 31, 2012 $ Nil 3 Months Ended September 30, 2012 $ Nil 3 Months Ended June 30, 2012 $ Nil 3 Months Ended March 31, 2012 $ Nil 3 Months Ended December 31, 2011 $ Nil Net loss (868,521) (1,061,808) (779,509) (675,060) (1,444,628) (1,136,998) (946,151) (1,209,480) Net loss per share, basic and diluted (0.03) (0.03) (0.03) (0.02) (0.05) (0.04) (0.03) (0.04) As the Company s exploration and administrative activities increase, the Company s costs and net loss can be expected to continue to rise. The Company has generated no revenue to date

7 Renaissance Gold Inc. For the three months ended Management s Discussion and Analysis Form F1 Liquidity and Capital Resources RenGold began fiscal 2014 with $4,201,910 cash. During the three months ended, the Company spent $550,793 on operating activities net of working capital changes and $18,692 on investing activities with a positive $707 effect of foreign exchange on cash to end at with $3,633,132 cash. Management believes that the Company s cash on hand at, provides the Company with sufficient financial resources to carry out its exploration and operations through the next twelve months. At the date of this MD&A, the Company has 2,470,330 stock options outstanding, that if exercised will raise additional capital for the Company. None of the stock options are in-the-money at the date of this MD&A. As at the date of this MD&A, other than as described herein and in the Financial Report, the Company has no other arrangements for sources of financing. Contractual Obligations The Company s expenditure commitments on its exploration and evaluation assets are primarily at the Company s discretion. License fees and details of lease payments and minimum work commitments to maintain the option agreement and the underlying exploration and evaluation asset option agreements are described in the notes to the Financial Report. The Company will fund these expenditures with existing working capital. The Company has obligations under two operating leases for its US Subsidiary s corporate offices in Reno, Nevada until June 2016 as described in the notes to the consolidated annual financial statements at June 30,. Transactions with Related Parties Prior to organizing RenGold, two directors owned exploration and evaluation assets in each of their private companies that were at that time under option to other mineral companies. As these exploration and evaluation assets are returned to the directors, they are first offered to the Company. The technical merits of the properties are determined by uninterested technical management who then decide whether the projects meet RenGold s investment criteria. During the three month period ended, RenGold terminated its option agreement with Geocorp on the Green Monster property leaving Geocorp with one remaining legacy property. a) The Company s related parties consist of two companies owned in whole in or in part by executive officers and directors of the Company. Name Golden Oak Corporate Services Limited Geocorp Nature of transactions Consulting fees for corporate compliance and financial reporting Exploration and evaluation leases The Company incurred the following fees and exploration and evaluation asset lease payments in the normal course of operations in connection with individuals and companies owned by key management and directors: Three months ended Three months ended 2012 Consulting fees $ 27,500 $ 27,500 Exploration and evaluation asset lease payments - 9,832 $ 27,500 $ 37,

8 Renaissance Gold Inc. For the three months ended Management s Discussion and Analysis Form F1 b) Compensation of key management personnel Key management includes members of the board of directors, the Executive Chairman, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the Corporate Secretary and the Vice President Exploration. The aggregate compensation paid, or payable, to key management personnel, which include the amounts disclosed above, during the periods ended and 2012 were as follows: Three months ended Three months ended 2012 Salaries $ 37,385 $ 119,632 Director fees - non-management 12,442 38,104 Consulting fees 27,500 27,500 Share-based compensation 45, ,522 $ 122,583 $ 572,758 Salaries to key management are included in salaries and benefits and in exploration and evaluation expenditures. As at, there was $9,273 (June 30, - $22,216) due to directors of the Company. Outstanding Share Data as at the date of this MD&A The authorized share capital of RenGold consists of an unlimited number of common shares and an unlimited number of preferred shares issuable in series with special rights or restrictions attached. Balance, Issuance of shares pursuant to RSRs Common Shares issued and outstanding 30,739, ,500 Stock Options 2,470,330 - Restricted Share Rights 329,000 (164,500) Balance, date of this MD&A 30,903,577 2,470, ,500 Critical Accounting Estimates Critical accounting estimates are estimates and assumptions made by management that may result in a material adjustment to the carrying amount of assets and liabilities within the next financial year and are, but are not limited to, the following: Estimated useful lives of equipment - The estimated useful lives of equipment which are included in the consolidated statements of financial position will impact the amount and timing of the related depreciation included in operations. Share-based compensation - The fair value of stock options issued are subject to the limitation of the Black-Scholes option pricing model which incorporates market data and which involves uncertainty and subjectivity in estimates used by management in the assumptions. Changes in the input assumptions can materially affect the fair value estimate of stock options. Recovery of deferred tax assets - Judgment is required in determining whether deferred tax assets are recognized in the statement of financial position. Deferred tax assets, including those arising from unutilized tax losses, require management to assess the likelihood that the Company will generate taxable earnings in future periods, in order to utilize recognized deferred tax assets. Estimates of future taxable income are based on forecast cash flows from - 6 -

9 Renaissance Gold Inc. For the three months ended Management s Discussion and Analysis Form F1 operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the date of the statement of financial position could be impacted. Additionally, future changes in tax laws in the jurisdictions in which the Company operates could limit the ability of the Company to obtain tax deductions in future periods. The Company has not recorded any deferred tax assets. New Accounting Standards Refer to the discussion of New standards, interpretations and amendments not yet effective in our Financial Report. The Company has not applied any of the new and revised IFRS detailed therein, all of which have been issued but are not yet effective at the date of this MD&A. Financial Instruments and Risk Management Categories of Financial Assets and Financial Liabilities Financial instruments are classified into one of the following categories: fair value through profit or loss ( FVTPL ); held-to-maturity investments; loans and receivables; available-for-sale investments; or other liabilities, and the classification of the financial instruments is consistent with those disclosed in the consolidated financial statements as at and for the year ended June 30,. Risk management All aspects of the Company s risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the year ended June 30,. Forward-looking Statements This MD&A may include or incorporate by reference certain statements or disclosures that constitute forwardlooking information under applicable securities laws. All information, other than statements of historical fact, included or incorporated by reference in this MD&A that addresses activities, events or developments that RenGold or its management expects or anticipates will or may occur in the future constitute forward-looking information. Forward-looking information is provided through statements that are not historical facts and are generally, but not always, identified by the words expects, plans, anticipates, believes, intends, estimates, projects, potential and similar expressions, or that events or conditions will, would, may, could or should occur or continue. These forward-looking statements are based on certain assumptions and analyses made by RenGold and its management in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. Although RenGold believes such forward-looking information and the expectations expressed in them are based on reasonable assumptions, investors are cautioned that any such information and statements are not guarantees of future realities and actual realities or developments may differ materially from those projected in forward-looking information and statements. Whether actual results will conform to the expectations of RenGold is subject to a number of risks and uncertainties, including those risk factors discussed under Risk Factors elsewhere in this MD&A and the documents incorporated herein by reference. In particular, if any of the risk factors materialize, the expectations, and the predictions based on them, of RenGold may need to be re-evaluated. Consequently, all of the forward-looking information in this MD&A and the documents incorporated herein by reference is expressly qualified by these cautionary statements and other cautionary statements or factors contained herein or in documents incorporated by reference herein, and there can be no assurance that the actual results or developments anticipated by RenGold will be realized or, even if substantially realized, that they will have the expected consequences for RenGold

10 Renaissance Gold Inc. For the three months ended Management s Discussion and Analysis Form F1 Forward-looking statements are based on the beliefs, estimates and opinions of RenGold s management on the date the statements are made. Unless otherwise required by law, RenGold expressly disclaims any intention and assumes no obligation to update or revise any forward-looking statements in the event that management s beliefs, estimates or opinions, or other factors, should change, whether as a result of new information, future events or otherwise, and RenGold does not have any policies or procedures in place concerning the updating of forward-looking information other than those required under applicable securities laws. Accordingly, readers should not place undue reliance on forward-looking statements or forward-looking information. Internal Controls Over Financial Reporting Management is responsible for certifying the design of the Company s internal control over financial reporting ( ICFR ) as required by National Instrument Certification of Disclosure in Issuers Annual and Interim Filings ( National Instrument ). ICFR is intended to provide reasonable assurance regarding the preparation and presentation of financial statements for external purposes in accordance with applicable generally accepted accounting principles. Internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness in future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management, including the Chief Executive Officer and Chief Financial Officer, has evaluated the design of the Company s ICFR as of, pursuant to the requirements of National Instrument Management has designed appropriate ICFR for the nature and size of the Company s business, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The control framework that management has adopted to design certain functions is the COSO Framework published by The Committee of Sponsoring Organizations of the Treadway Commission. Management has determined that the Company s internal controls over financial reporting have been effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. There were no changes in the Company s internal controls over financial reporting that occurred during the three months ended, that have materially affected, or are likely to materially affect, our internal control over financial reporting. Disclosure Controls and Procedures Disclosure controls and processes have been designed to ensure that information required to be disclosed by the Company is compiled and reported to management as appropriate to allow timely decisions regarding required disclosure. The Company s Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of, that the disclosure controls and procedures are effective to provide reasonable assurance that material information related to the Company is made known to them by employees and third party consultants working for the Company and its subsidiaries. There have been no significant changes in our disclosure controls and procedures during the period ended. It should be noted that while the Company s Chief Executive Officer and Chief Financial Officer believe that our disclosure controls and processes will provide a reasonable level of assurance and that they are effective, they do not expect that the disclosure controls and processes will prevent all errors and frauds. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met

11 Renaissance Gold Inc. For the three months ended Management s Discussion and Analysis Form F1 Proposed Transactions As is typical of the mineral exploration and development industry, we are continually reviewing potential, acquisition, investment and joint venture transactions and opportunities that could enhance shareholder value. There is currently no proposed asset or business acquisitions or dispositions, other than those discussed in this MD&A and those in the ordinary course, before the board of directors for consideration. While we remain focused on our plans to continue exploration and development on our one material property, should we enter into agreements in the future on new properties, we may be required to make cash payments and complete work expenditure commitments under those agreements. Risks and Uncertainties Mineral exploration is subject to a high degree of risk, which a combination of experience, knowledge, and careful evaluation may fail to overcome. Exploration activities seldom result in the discovery of a commercially viable mineral resource. Exploration activities require significant cash expenditures. RenGold will therefore require additional financing to carry on its business and such financing may not be available when it is needed. Information concerning risks specific to the Company and its industry, which are required to be included in this MD&A are incorporated by reference to the Company s AIF, in the section entitled Description of the Business Risk Factors. Other Information Additional information relating to RenGold is available for viewing on SEDAR at

12 CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited) (Expressed in Canadian Dollars) Three months ended

13 Notice to Reader These condensed consolidated interim financial statements of Renaissance Gold Inc. have been prepared by management and approved by the audit committee of the Board of Directors of the Company. In accordance with National Instrument released by the Canadian Securities Administrators, the Company discloses that its external auditors have not reviewed these interim financial statements, notes to financial statements and the related quarterly Management Discussion and Analysis.

14 CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION ASSETS Note June 30, Current assets Cash 4 $ 3,633,132 $ 4,201,910 Receivables 5 156, ,104 Advances and prepaid expenses 6 101, ,330 3,891,288 4,495,344 Non-current assets Exploration and evaluation assets 7 844, ,861 Equipment 8 82,148 95,170 Reclamation bonds 9 46,761 47, ,754 1,074,768 $ 4,865,042 $ 5,570,112 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Trade and other payables 10 $ 282,287 $ 192,191 Shareholders' equity Share capital 11 27,422,756 27,422,756 Share-based reserve 11 3,490,083 3,392,423 Foreign exchange reserve (40,428) (16,123) Deficit (26,289,656) (25,421,135) 4,582,755 5,377,921 Nature of operations 1 Subsequent events 11 & 14 $ 4,865,042 $ 5,570,112 These condensed consolidated interim financial statements are approved for issue by the Board of Directors on November 12,. They are signed on the Company s behalf by: Ronald Parratt, Director Robert Boaz, Director The accompanying notes are an integral part of these condensed consolidated interim financial statements.

15 CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS Note Three months ended 2012 Expenses Consulting $ 45,333 $ 27,500 Depreciation 11,326 12,735 Exploration and evaluation expenditures 7 358, ,672 Foreign exchange (8,784) 94,305 Insurance 13,554 13,974 Management fees earned (3,949) (41,376) Office and miscellaneous 26,851 22,402 Professional fees 12,602 17,498 Regulatory and transfer agent fees 22,038 19,942 Rent 29,640 26,145 Salaries and benefits 153, ,738 Shareholder relations 4,872 17,088 Share-based compensation 11 97, ,940 Travel and related 28,378 15,682 (791,707) (1,466,245) Interest and other income 12,587 21,617 Write-off of exploration and evaluation assets (89,401) - Loss for the period (868,521) (1,444,628) Foreign currency translation differences for foreign operations (24,305) 40,835 Comprehensive loss for the period $ (892,826) $ (1,403,793) Basic and diluted loss per common share Weighted average number of common shares outstanding $ (0.03) $ (0.05) 30,739,077 30,739,077 The accompanying notes are an integral part of these condensed consolidated interim financial statements.

16 CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS Three months ended 2012 CASH FLOWS TO OPERATING ACTIVITIES Loss for the period $ (868,521) $ (1,444,628) Items not affecting cash: Depreciation 11,326 12,735 Share-based compensation 97, ,940 Write-off of exploration and evaluation assets 89,401 Unrealized foreign exchange gain (loss) (6,033) 81,188 Changes in non-cash working capital items: (Increase) decrease in receivables 31,757 (408,407) (Increase) decrease in advances and prepaid expenses 3,521 (4,039) Increase in trade and other payables 90, ,014 Net cash used in operating activities (550,793) (976,197) CASH FLOWS TO INVESTING ACTIVITIES Equipment - (591) Exploration and evaluation asset assets (18,692) (45,511) Exploration and evaluation asset recoveries - 4,508 Net cash used in investing activities (18,692) (41,594) Effect of foreign exchange on cash 707 (8,417) Decrease in cash during the period Cash, beginning of period Cash, end of period (568,778) (1,026,208) 4,201,910 7,443,385 $ 3,633,132 $ 6,417,177 The accompanying notes are an integral part of these condensed consolidated interim financial statements.

17 CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY Number of Shares Share Capital Share-based Reserve Foreign Exchange Reserve Deficit Total Equity Balance, June 30, ,739,077 $ 27,422,756 $ 2,667,618 $ (156,003) $ (21,460,130) $ 8,474,241 Share-based compensation , ,940 Comprehensive loss for the period ,835 (1,444,628) (1,403,793) Balance, ,739,077 $ 27,422,756 $ 3,128,558 $ (115,168) $ (22,904,758) $ 7,531,388 Number of Shares Share Capital Share-based Reserve Foreign Exchange Reserve Deficit Total Equity Balance, June 30, 30,739,077 $ 27,422,756 $ 3,392,423 $ (16,123) $ (25,421,135) $ 5,377,921 Share-based compensation , ,660 Comprehensive loss for the period (24,305) (868,521) (892,826) Balance, 30,739,077 $ 27,422,756 $ 3,490,083 $ (40,428) $ (26,289,656) $ 4,582,755 The accompanying notes are an integral part of these condensed consolidated interim financial statements.

18 NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS Three months ended 1. NATURE OF OPERATIONS Renaissance Gold Inc. (the Company or RenGold ) was incorporated under the laws of British Columbia on May 25, The common shares of RenGold are listed on The Toronto Stock Exchange ( TSX ). RenGold is an exploration stage business engaged in the acquisition and exploration of mineral properties located in Nevada and Utah. RenGold s head office is located at 4750 Longley Lane, Suite 106, Reno, NV RenGold s registered office is located at West Georgia Street, Vancouver, British Columbia, Canada, V6E 4M3 and its corporate office is located at Unit Marine Drive, White Rock, British Columbia, Canada, V4B 1E6. The Company is in the process of exploring its exploration and evaluation assets and has not yet determined whether any of its properties contain mineral reserves that are economically recoverable. The recoverability of the amounts spent for exploration and evaluation assets is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of its properties, and upon future profitable production or proceeds from the disposition of the properties. The operations of the Company will require various licenses and permits from various governmental authorities which are or may be granted subject to various conditions and may be subject to renewal from time to time. There can be no assurance that the Company will be able to comply with such conditions and obtain or retain all necessary licenses and permits that may be required to carry out exploration, development and mining operations at its projects. Failure to comply with these conditions may render the licences liable to forfeiture. These condensed consolidated interim financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business in the foreseeable future. Management believes that the Company s cash on hand at, provides the Company with sufficient financial resources to carry out its exploration and operations through the next twelve months. These financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate. 2. BASIS OF PRESENTATION Statement of compliance These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting ( IAS 34 ) as issued by the International Accounting Standards Board ( IASB ). The policies applied in these interim financial statements are based on International Financial Reporting Standards ( IFRS ) issued and outstanding as at the date the Board of Directors approved these interim financial statements for issue. These interim financial statements do not include all of the information and disclosures required by IFRS for annual financial statements and therefore should be read in conjunction with the Company s annual consolidated financial statements for the year ended June 30,. Basis of measurement These condensed consolidated interim financial statements have been prepared on the historical cost basis except for certain financial instruments which are measured at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information

19 NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS Three months ended 2. BASIS OF PRESENTATION (continued) Functional and presentation currency These condensed consolidated interim financial statements are presented in Canadian dollars, which is the parent Company s functional currency as well as being the functional currency for the Company s Canadian, Argentinean, Chilean and Spanish subsidiaries. The US dollar is the functional currency for the Company s US subsidiary. Use of estimates and judgments The preparation of the condensed consolidated interim financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. In preparing these condensed consolidated interim financial statements, significant judgments made by management in applying the Company s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended June 30,. 3. SIGNIFICANT ACCOUNTING POLICIES The accounting policies applied by the Company in these condensed consolidated interim financial statements are the same as those applied by the Company as at and for the year ended June 30,. New standards, interpretations and amendments not yet effective A number of new standards, amendments to standards and interpretations are not yet effective as of, and have not been applied in preparing these condensed consolidated interim financial statements. Effective for annual periods beginning on or after January 1, 2014 Amendments to IAS 32, Financial Instruments: Presentation IAS 32 is amended clarify requirements for offsetting of financial assets and financial liabilities. Effective for annual periods beginning on or after January 1, 2015 New standard IFRS 9, Financial Instruments Partial replacement of IAS 39, Financial Instruments: Recognition and Measurement. This standard simplifies the current measurement model for financial instruments under IFRS and establishes two measurement categories for financial assets: amortized cost, and fair value. The existing IAS 39 categories of loans and receivables, held to maturity investments, and available for sale financial assets will be eliminated. Amendments to IFRS 7, Financial Instruments: Disclosure Amendment to require additional disclosures on Transition from IAS 39 to IFRS 9. The Company has not early adopted these revised standards and none of these are expected to have a material effect on the financial statements

20 NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS Three months ended 4. CASH As at As at June 30, Canadian dollar denominated deposits $ 3,376,287 $ 3,969,389 US dollar denominated deposits 161, ,898 Euro dollar denominated deposits 27,510 44,461 Chilean Peso denominated deposits 35,531 51,884 Argentine Peso denominated deposits 32,720 8,278 Total $ 3,633,132 $ 4,201, RECEIVABLES As at As at June 30, Amounts due from the Government of Canada pursuant to goods and services input tax credits: $ 4,713 $ 1,922 Amounts due from joint venture partners 151, ,182 Total $ 156,347 $ 188,104 Included in amounts due from joint venture partners is $89,249 (June 30, $91,309) related to reclamation work that will be recovered from a reclamation bond once refunded as described in Note ADVANCES AND PREPAID EXPENSES As at As at June 30, Prepaid expenses $ 93,176 $ 102,009 Advances 8,633 3,321 Total $ 101,809 $ 105,

21 NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS Three months ended 7. EXPLORATION AND EVALUATION ASSETS RenGold acquires mineral properties through staking and from third party vendors, some of which are subject to a net smelter return ( NSR ) royalty. Subsequently, the Company may enter into agreements to sell a portion of its interest in its mineral properties to third parties in exchange for exploration expenditures, royalty interests, cash, and/or share-based payments. RenGold cannot guarantee title to all of its exploration and evaluation assets as the properties may be subject to prior mineral rights applications with priority, prior unregistered agreements or transfers and title may be affected by undetected defects. Certain of the mineral rights held by RenGold are held under applications for mineral rights, and until final approval of such applications is received, RenGold s rights to such mineral rights may not materialize and the exact boundaries of RenGold s properties may be subject to adjustment. Exploration and evaluation assets deferred to the consolidated statements of financial position are as follows: June 30, Additions Recoveries Written off Foreign exchange adjustment Nevada: Arabia $ 199,905 $ - $ - $ - $ (4,086) $ 195,819 Big Gossan Bunce 177, (3,628) 173,886 Everson 2, (41) 1,962 Fireball Ridge 88, (1,810) 86,701 Fourth of July 92,964 3, (1,924) 94,155 Golden Shears (10) 496 Goldstar Jessup (JPW) King Solomon 83,457 15, (1,828) 97,206 Leonid Reef 5, (115) 5,529 Rose Mine 13, (268) 12,849 Sinter 61, (1,265) 60,602 Spruce Mountain Trinity Silver Whistler 9, (199) 9,498 Wood Hills South 55, (1,133) 54,232 Utah: Wildcat Spain: Baza 89, (89,401) - - Argentina: Covadonga 17, ,283 El Monte Gertrudis La Rosita 17, ,283 Meridiano 17, ,344 Exploration and evaluation assets $ 931,861 $ 18,692 $ - $ (89,401) $ (16,307) $ 844,845 Details on the Company s exploration and evaluation assets and expenditures are found in Note 7 of the June 30, consolidated financial statements

22 NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS Three months ended 7. EXPLORATION AND EVALUATION ASSETS (continued) Exploration and evaluation expenditures included in the loss for the three months ended and 2012 are as follows: Exploration expenditures by property: Three months ended Three months ended 2012 Exploration and Evaluation Expenditures Recoveries from funding partners Net Exploration and Evaluation Expenditures Exploration and Evaluation Expenditures Recoveries from funding partners Net Exploration and Evaluation Expenditures Nevada: Arabia $ 3,327 $ - $ 3,327 $ 163,883 $ - $ 163,883 Big Gossan 2,077-2,077 31,500 (31,500) - Black Canyon ,658-21,658 Broken Hills ,195-20,195 Bunce 7,183-7,183 3,565-3,565 Everson 31,031-31,031 15,470-15,470 Fireball Ridge 7,445-7,445 6,485-6,485 Fourth of July 65,284-65,284 38,746-38,746 General reconnaissance 37,032-37,032 41,122-41,122 Gold Point ,337-43,337 Golden Shears Goldstar 8,869 (8,869) - 41,192 (41,192) - Green Monster ,743-19,743 Gypsum Valley (2,639) - (2,639) Holly Gold ,109-4,109 Jersey Canyon ,262-8,262 Jessup (JPW) 6,551-6,551 4,242-4,242 King Solomon 43,881-43,881 21,248-21,248 Leonid 8,549 (8,287) ,848 (57,817) 31 Pasco Canyon ,560 (22,560) - Polkinghorne Reef 27,017 (11,210) 15,807 22,131 (22,100) 31 Rose Mine 16,876-16,876 31,941 (31,879) 62 Sinter 16,237-16,237 5,514-5,514 Spruce Mountain 111,640 (111,640) - 819,459 (819,459) - Sundance ,456-10,456 Swiss Bank (6,424) - (6,424) Trinity Silver 30,884 (30,884) - 21,098 (20,888) 210 Whistler 11,062-11,062 31,561-31,561 Wood Hills South 44,671-44, (292) - 480,544 (170,890) 309,654 1,498,653 (1,047,687) 450,966 Utah: Wildcat 9,315-9, Spain: Baza ,862-16,862 Chile Chile reconnaissance ,380-19,380 Argentina Argentina reconnaissance 12,775-12, Santa Cruz Province reconnaissance 9,537-9,537 4,090-4,090 Covadonga 1,302 (1,302) El Monte ,410 (137,410) - Gertrudis 1,302-1, La Rosita 9,964-9,964 10,470-10,470 Meridiano 9,964 (3,681) 6,283 10,763-10,763 44,844 (4,983) 39, ,615 (137,410) 26,205 Exploration and evaluation expenditures $ 534,703 $ (175,873) $ 358,830 $ 1,698,769 $ (1,185,097) $ 513,

23 NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS Three months ended 8. EQUIPMENT USA Argentina Office equipment Computers Field equipment Vehicles Computers Field equipment Total Cost At June 30, $ 40,394 $ 102,395 $ 112,485 $ 91,617 $ 574 $ 59,070 $ 406,535 Additions Foreign exchange adjustment (825) (2,093) (2,299) (1,873) - - (7,090) At $ 39,569 $ 100,302 $ 110,186 $ 89,744 $ 574 $ 59,070 $ 399,445 Accumulated depreciation At June 30, $ 31,364 $ 89,987 $ 100,374 $ 38,174 $ 574 $ 50,892 $ 311,365 Depreciation for the period 1,104 2,479 2,308 4, ,326 Foreign exchange adjustment (649) (1,859) (2,070) (816) - - (5,394) At $ 31,819 $ 90,607 $ 100,612 $ 41,881 $ 574 $ 51,804 $ 317,297 Carrying amounts At June 30, $ 9,030 $ 12,408 $ 12,111 $ 53,443 $ - $ 8,178 $ 95,170 At $ 7,750 $ 9,695 $ 9,574 $ 47,863 $ - $ 7,266 $ 82, RECLAMATION BONDS The Company is required to post bonds, with the Bureau of Land Management ( BLM ) and/or the State of Nevada and/or the USDA Forest Service as appropriate, for reclamation of planned mineral exploration programs work associated with the Company s exploration and evaluation assets located in the United States. For the Company s exploration and evaluation assets that are being actively explored under funding arrangement agreements, the funding partners are responsible for bonding for the surface disturbance created by the exploration programs funded by each of them on those projects. In some cases the Company purchases the bonding for funding partners in its own name for which it is reimbursed by the funding partner. When the surface disturbance is reclaimed and paid for by the funding partner and the bond is eventually released to the Company, the Company will pay the proceeds of the bond to that funding partner. Nevada Green Monster Black Canyon Pasco Canyon Total At June 30, $ 14,936 $ 29,409 $ 3,392 $ 47,737 Additions Foreign exchange adjustment (306) (601) (69) (976) At $ 14,630 $ 28,808 $ 3,323 $ 46, TRADE AND OTHER PAYABLES As at Trade payables 172,499 As at June 30, $ $ 163,383 Cash advances from earn-in partners 100,515 6,592 Due to directors 9,273 22,216 Total $ 282,287 $ 192,

24 NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS Three months ended 11. SHARE CAPITAL a) Authorized share capital At and June 30,, the authorized share capital comprised an unlimited number of common shares without par value and an unlimited of preferred shares without par value. b) Issued share capital At, the Company had 30,739,077 common shares issued and outstanding (June 30, 30,739,077). A summary of changes in share capital and reserves is contained on the condensed consolidated interim statements of changes in equity for the three months ended and c) Warrants There was no share purchase warrant activity for the three months ended. As at there were no warrants outstanding. d) Stock Options On October 3, 2012, the Company s shareholders approved a fixed stock option plan (the 2012 Plan ) replacing the Company s previous 10% rolling plan. Under the 2012 Plan, the maximum number of common shares reserved for issuance may not exceed 3,000,000. The vesting terms of each stock option grant is determined by the Board of Directors at the time of grant. The exercise price of each stock option shall not be less than the market price of the Company s stock at the date of grant. All options granted pursuant to the 2012 Plan are for a term of no longer than ten years. The continuity of stock options for the three months ended is as follows: Balance, June 30, Granted Exercised Balance, Expiry date Exercise price Expired/ cancelled March 9, 2016 $ , ,000 August 16, 2016 $ , (6,667) 380,000 July 20, 2017 $ , ,997 March 15, 2018 $ , (69,167) 790,333 2,546, (75,834) 2,470,330 Weighted average exercise price $0.71 $0.00 $0.00 $0.45 $0.62 At, 1,952,330 of the 2,470,330 stock options were exercisable

25 NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS Three months ended 11. SHARE CAPITAL (continued) e) Restricted share rights On October 3, 2012, the Company s shareholders approved a restricted share plan (the RS Plan ) whereby, from time to time, at the discretion of the Board of Directors, restricted share rights ( RSRs ) are granted to key executives, employees and directors of the Company to acquire any number of fully paid and non-assessable shares as a discretionary payment in consideration of present and future services to the Company. The Board of Directors shall determine the restricted period applicable to such RSRs. Under the RS Plan, the number of shares reserved for issuance may not exceed 1,500,000 shares. The continuity of restricted share rights for the three months ended is as follows: Balance, June 30, Granted Released Forfeited Balance, Issue date March 15, 353, (24,000) 329,000 * 353, (24,000) 329,000 * On October 1,, the restricted period on one-half of the RSRs expired and accordingly the Company issued 164,500 common shares to key executives, employees and directors of the Company. The restricted period on the remaining 164,500 RSRs will expire on April 1, f) Share-based compensation During the three months ended, the Company recorded $97,660 ( $460,940) of share-based compensation of which $51,216 was for options that vested during the period and $46,444 was for RSRs that vested during the period. 12. RELATED PARTY TRANSACTIONS Prior to organizing RenGold, two directors owned exploration and evaluation assets in each of their private companies that were at that time under option to other mineral companies. As these exploration and evaluation assets are returned to the directors, they are first offered to the Company. The technical merits of the properties are determined by uninterested technical management who then decide whether the projects meet RenGold s investment criteria. During the three month period ended, RenGold terminated its option agreement with Geocorp on the Green Monster property leaving Geocorp with one remaining legacy property