FANCAMP EXPLORATION LTD. ANNUAL FINANCIAL STATEMENTS APRIL 30, 2015 AND 2014

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1 ANNUAL FINANCIAL STATEMENTS (Expressed in Canadian Dollars)

2 Management s Responsibility for Financial Reporting To the shareholders of Fancamp Exploration Ltd. Management is responsible for the preparation and presentation of the accompanying financial statements, including responsibility for significant accounting judgments and estimates in accordance with International Financial Reporting Standards. This responsibility includes selecting appropriate accounting principles and methods, and making decisions affecting the measurement of transactions in which objective judgment is required. In discharging its responsibilities for the integrity and fairness of the financial statements, management designs and maintains the necessary accounting systems and related internal controls to provide reasonable assurance that transactions are authorized, assets are safeguarded and financial records are properly maintained to provide reliable information for the preparation of financial statements. The Board is responsible for overseeing management in the performance of its financial reporting responsibilities, and for approving the financial information included in the annual report. The Board fulfils these responsibilities by reviewing the financial information prepared by management and discussing relevant matters with management and external auditors. The Audit Committee has the responsibility of meeting with management and external auditors to discuss the internal controls over the financial reporting process, auditing matters and financial reporting issues. The Committee is also responsible for recommending the appointment of the Company's external auditors. MNP LLP is appointed by the shareholders to audit the financial statements and report directly to them; their report follows. The external auditors have full and free access to, and meet periodically and separately with, both the Committee and management to discuss their audit findings. August 27, 2015 (signed) Peter H. Smith President and CEO (signed) Debra Chapman CFO

3 Independent Auditors' Report To the Shareholders of Fancamp Exploration Ltd.: We have audited the accompanying financial statements of Fancamp Exploration Ltd. (the Company ), which comprise the statements of financial position as at April 30, 2015 and 2014 and the statements of operations and comprehensive loss, changes in equity and cash flows for the years then ended, and notes comprising a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of Fancamp Exploration Ltd. as at April 30, 2015 and 2014, and the results of its operations and its cash flows for the years then ended in accordance with International Financial Reporting Standards. Emphasis of Matter Without qualifying our opinion, we draw attention to Note 1 in the financial statements which discloses matters and conditions that indicate the existence of a material uncertainty that may cast significant doubt about the Company s ability to continue as a going concern. Vancouver, Canada August 27, 2015 Chartered Accountants ACCOUNTING CONSULTING TAX 2300, 1055 DUNSMUIR STREET, BOX 49148, VANCOUVER, BC V7X 1J P: F: mnp.ca

4 STATEMENTS OF FINANCIAL POSITION April 30 April Assets Current Assets Cash and Cash Equivalents $ 84,601 $ 1,233,292 Marketable Securities (Note 5) 3,240,054 4,540,959 Due from Related Parties - 9,891 Other Receivable 43, ,584 Sales Taxes Refundable 30,262 54,076 ITC's Receivable 192,588 - Accrued Mining Duty Receivable 108,650 40,064 Prepaid Expenses 25,446 42,192 3,724,815 6,111,058 Non-Current Assets Marketable Securities (Note 5) 975,333 3,850,000 Investments in Associates (Note 6) 3,455,438 6,606,911 Advance to The Magpie Mines Inc. (Notes 4 and 9) 972, ,602 Equipment - 3,997 Exploration and Evaluation Assets (Note 7) 13,207,750 13,948,504 Total Assets $ 22,335,858 $ 31,348,072 Liabilities Current Liabilities Accounts Payable and Accrued Liabilities $ 309,110 $ 325,082 Due to Directors (Note 9) 54,331 29,427 Flow -Through Share Premium Obligation - 58, , ,419 Deferred Tax Liabilities (Note 12) 2,126,800 3,038,729 Deferred Quebec Mining Duties 289, ,293 Total Liabilities 2,780,120 3,673,441 Equity Share Capital (Note 8) 37,970,280 38,033,218 Contributed Surplus 12,316,144 12,148,207 Accumulated Other Comprehensive Income 817,997 (7,919,821) Deficit (31,548,683) (14,586,973) Total Equity 19,555,738 27,674,631 Total Liabilities and Equity $ 22,335,858 $ 31,348,072 On behalf of the Board, approved on August 27, 2015: "Mel de Quadros" Director "Peter H. Smith" Director (The accompanying notes are an intregal part of these financial statements)

5 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS Year Ended Year Ended April 30, 2015 April 30, 2014 Re ve nue Mineral Property Royalties $ 170,000 $ 220,000 Other Income 2,322 2, , ,158 Expe ns e s Accounting and Audit 148, ,990 Amortization 3,997 - Commissions Directors Fees (Note 9) 84,000 78,000 Field Administration 93,120 84,043 Insurance 21,606 21,454 Interest Expenses and Bank Charges Investor Relations 43,000 61,500 Legal Fees 96, ,284 Licences and Permits - 4,300 Management and Consulting 48, ,750 Mineral Property Sundry Expenses 15,466 31,486 Office Rent, Supplies and Services 119, ,696 Royalty Payments 100,000 50,000 Share Transfer, Listing and Filing Fees 28,951 42,922 Stock-based Compensation 190, ,065 Telephone, Fax, Internet 11,615 10,740 Travel and Accomodations 29,258 50,524 Total Expenses 1,035,048 1,620,999 Net Income (Loss) Before the Following: (862,726) (1,398,841) Mineral Properties Written Dow n (91,234) (1,608,419) Mineral Properties Written Off (971,617) (754,092) Gain (Loss) from Debt Settlement (20,000) - Equipment Written Off - (70,803) Gain (Loss) on Marketable Securities 187,160 2,088,320 Write-dow n of Marketable Securities (12,963,228) - Write-dow n of Investment in Associate (2,864,000) - Sale of Mineral Property Interests 571,951 - Gain (Loss) From Equity Pick-up (287,473) (40,249) Net Loss Before Taxes (17,301,167) (1,784,084) Deferred Tax Recovery (Expense) (Note 12) Net Income (Loss) for the Year 339, ,167 (16,961,710) (1,203,917) Net Gain (Loss) on Available For Sale Financial Assets Income Tax Effect Comprehensive Loss for the Year 8,106,435 (3,275,191) 631, ,507 (8,223,892) (4,053,601) Net Income (Loss) Per Share - Basic and Diliuted $ (0.12) $ (0.01) Weighted Average Number of Shares Outstanding - Basic 139,302, ,862,034 Weighted Average Number of Shares Outstanding - Diluted 139,302, ,863,034 (The accompanying notes are an intregal part of these financial statements)

6 STATEMENTS OF CHANGES IN EQUITY Accumulated Other Number of Capital Contributed Income Comprehensive Shares Stock Surplus (Deficit) Income Total $ $ $ $ $ Balance, April 30, ,405,820 37,058,752 11,837,738 (13,383,056) (5,070,137) 30,443,297 Shares issued pursuant to mining property option agreement (Note7) 100,000 5, ,500 Shares issued for ROFR waiver on Lac Lamelee Property 4,000, , ,000 Shares issued for cash (Note 8) 16,683, , ,000 Shares issued for exercise of warrants (Note 8(a)) 1,000, , ,000 7,378 (7,378) Share issue costs - (154,207) (154,207) Fair value of warrants issued (Note 8) - (75,855) 75, Fair value of agents warrants issued (Note 8) , ,927 Stock-based compensation , ,065 Flow Through share premium - (98,350) (98,350) Other comprehensive income (loss) (2,849,684) (2,849,684) Net loss for the period (1,203,917) (1,203,917) Balance, April 30, ,189,153 38,033,218 12,148,207 (14,586,973) (7,919,821) 27,674,631 Shares issued for exercise of warrants (Note 8(a)) 515,083 30, ,905 Share issue costs Fair value of warrants issued (Note 8) - 17,827 (17,827) Fair value of agents warrants issued (Note 8) Stock-based compensation , ,252 Flow Through share premium Shares repurchased for cancellation (1,795,000) (111,670) (4,488) (116,158) Other comprehensive income (loss) ,737,818 8,737,818 Net loss for the period (16,961,710) - (16,961,710) Balance, April 30, ,909,236 37,970,280 12,316,144 (31,548,683) 817,997 19,555,738 (The accompanying notes are an integral part of these financial statements)

7 STATEMENTS OF CASH FLOWS Year Ended Year Ended April 30, 2015 April 30, 2014 Operating Activities Net Income (Loss) for the Period $ (16,961,710) $ (1,203,917) Items Not Affecting Cash in the Period (Gain) Loss from Equity Pick-up 287,473 40,249 (Gain) Loss on Marketable Securities (187,160) - Write-dow n of Marketable Securities 12,963,228 (Gain) Loss on Disposition of Mineral Properties (571,951) (2,088,320) Loss on Debt Settlement 20,000 - Mineral Properties Interests Written Off/Dow n 1,062,851 2,362,511 Equipment Written Off - 70,803 Amortization 3,997 - Write-dow n of Investment in Associate 2,864,000 Deferred Tax (Recovery) Expenses (339,457) (580,167) Stock-based Compensation 190, ,065 (668,477) (1,195,776) Changes in Non-Cash Working Capital Items Other receivable 126,440 (170,000) Sales tax refundable 23,814 10,432 Prepaid Expenses 16,746 (11,567) Accounts Payable and Accrued Liabilities (15,972) (227,155) Due to Directors 24,904 (272) (492,545) (1,594,338) Investing Activities Equipment - (41,163) Advance to The Magpie Mines Inc. (135,029) (379,391) Exploration and Evaluation Assets (1,356,748) (1,779,674) Total Investing Activities (1,491,777) (2,200,228) Financing Activities Proceeds from Sale of Marketable Securities 920,884 3,235,266 Quebec ITC's - 136,760 Share Repurchase (116,158) - Shares Issued for Cash, net of share issuance costs 30, ,720 Total Financing Activities 835,631 4,346,746 (Decrease) Increase in Cash and Cash Equivalents (1,148,691) 552,180 Cash and Cash Equivalents, Beginning of Period 1,233, ,112 Cash and Cash Equivalents, End of Period $ 84,601 $ 1,233,292 Supplementary Disclosure of Non-Cash Financing and Investing Activities Shares Issued on Mineral Property Acquisition Option - 5,500 Shares Issued on Right of First Refusal Waiver 200,000 Shares Received on Option or Sale of Mineral Property Interests 44,000,000 4,800,000 Supplementary Disclosure of Statements of Cash Flow Information Interest Income (expenses) $ 2,322 $ - Income Taxes $ - $ - (The accompanying notes are an intregal part of these financial statements)

8 NOTE 1 NATURE AND CONTINUANCE OF OPERATIONS Fancamp Exploration Ltd. ( Fancamp ) was incorporated under the laws of the Province of British Columbia. The Company owns interests in mineral properties in the Provinces of Ontario, Quebec and New Brunswick, Canada and a metals mining lease in the state of Maine, USA. Fancamp is an exploration stage enterprise in the business of mineral exploration. It is in the process of exploring its mineral properties interests and has not yet determined whether these properties contain ore reserves that are economically recoverable. The address of its head and registered office is 7290 Gray Avenue, Burnaby, BC, V5J 3Z2. The Company s financial year end is April 30. The Company s audited financial statements were approved by the Board of Directors on August 27, The recoverability of amounts shown for mineral properties interests and related deferred costs is dependent upon the discovery of economically recoverable reserves, confirmation of the Company s legal interest in the underlying mineral claims, the ability of the Company to obtain necessary financing to complete development, and future profitable production or proceeds from the disposition of its mineral properties interests. For those properties in which it has a joint venture interest, it is required to contribute its proportionate share of costs or accept dilution of its interest. The Company has working capital as at April 30, 2015 of $3,361,374 ( $5,697,639) and an accumulated deficit of $31,548,683 ( $14,586,973). The Company incurred a net loss of $16,961,710 for the year ended April 30, 2015 (2014 $1,203,917). The Company emphasizes that attention should be drawn to matters and conditions that indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Other uncertainties include the fact that the Company is currently at the exploration stage for its interests in mineral properties, the economic viability of which have not been assessed. The Company has not yet determined whether these properties contain reserves that are economically recoverable. The recoverability of the amounts shown for resources properties is dependent upon the existence of economically recoverable reserves, securing and maintaining title and beneficial interest in the property, and upon future profitable production or proceeds from disposition of the mineral properties. The Company s ability to maintain its existence is dependent upon the continuing support of its creditors and its success in obtaining new equity financing for its ongoing operations. Financing options available to the Company include public equity financings, sales of marketable securities, loans and tax credit refunds. Realization values may be substantially different from carrying values, as shown in these financial statements, should the Company be unable to continue as a going concern. These financial statements have been prepared under the assumptions of a going-concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. NOTE 2 BASIS OF PRESENTATION Statement of Compliance These financial statements of the Company have been prepared in accordance with International Financial Reporting Standards ( IFRS ), as issued by the International Accounting Standards Board ( ISAB ). The financial statements were authorized for issue by the Board of Directors on August 27, Basis of Measurement These financial statements have been prepared on the historical cost basis

9 NOTE 3 SIGNIFICANT ACCOUNTING POLICIES Functional and Presentation Currency These financial statements are presented in Canadian dollars, which is the Company s functional currency. Significant Accounting Judgments, Estimates and Assumptions The preparation of financial statements in conformity with IFRS requires management to make judgment, estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements and the reported amount of expenses during the period. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods. Significant estimates used in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows: (i) Rehabilitation and restoration Rehabilitation provisions have been created based on the Company s internal estimates. Assumptions, based on the current economic environment, have been made which management believes are a reasonable basis upon which to estimate the future liability. These estimates take into account any material changes to the assumptions that occur when reviewed regularly by management. Estimates are reviewed annually and are based on current regulatory requirements. Significant changes in estimates of contamination, restoration standards and techniques will result in changes to provisions from period to period. Actual rehabilitation costs will ultimately depend on future market prices for the rehabilitation costs which will reflect the market condition at the time the rehabilitation costs are actually incurred. The final cost of the currently recognized rehabilitation provisions may be higher or lower than currently provided for. (ii) Share based payments The Company has an equity-settled share-based compensation plan for directors, officers, and consultants. Services received, and the corresponding increase in equity, are measured by reference to the fair value of the equity instruments at the date of grant, excluding the impact of any non-market vesting conditions. The fair value of share options are estimated by using the Black-Scholes model on the date of grant based on certain assumptions. Those assumptions are described in Note 8 and include, among others, expected volatility, expected life of the options and number of options expected to vest

10 NOTE 3 SIGNIFICANT ACCOUNTING POLICIES Continued Significant Accounting Judgments, Estimates and Assumptions - Continued (iii) Recoverability of asset carrying values for equipment The declining balance depreciation method used reflects the pattern in which management expects the asset s future economic benefits to be consumed by the Company. The Company assesses its equipment for possible impairment if there are events or changes in circumstances that indicate that carrying values of the assets may not be recoverable, or at least, at every reporting period. Such indicators include changes in the Company s business plans and evidence of physical damage. Management must also make significant judgments or assessments as to how financial assets and liabilities are categorized. Significant judgments used in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows: (i) Tax interpretations, regulations, and legislation in the various jurisdictions operates are subject to change The determination of income tax expense and the composition of deferred tax and mining tax assets and liabilities involves judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred tax assets and liabilities, and interpretations of laws in the countries in which the Company operates. The Company is subject to assessments by tax authorities who may interpret the tax law differently. Changes in these estimates may materially affect the final amount of deferred taxes or the timing of tax payments. (ii) Title to mineral property interests Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects. (iii) Impairment of non-financial assets The Company reviews and assesses the carrying amount of exploration and evaluation assets and of its investment in associates for impairment when facts or circumstances suggest that the carrying amount is not recoverable. If impairment is indicated, the amount by which the carrying value of the assets exceeds the estimated fair value is charged to the statement of operations and comprehensive loss. Assessing the recoverability of these amounts requires considerable professional technical judgment, and is made with reference to the timing of exploration work, work programs proposed, exploration results achieved by the Company and by others in the related area of interest; determining whether future economic benefits from future exploitation, sale or otherwise are likely. Evaluation may be more complex where activities have not reached a stage which permits a reasonable assessment of the existence of reserves or resources. Management must make certain estimates and assumptions about future events or circumstances including, but not limited to, the interpretation of geological, geophysical and seismic data, the Company s financial ability to continue exploration and evaluation activities and the impact of the current and expected future metal process to potential reserves

11 NOTE 3 SIGNIFICANT ACCOUNTING POLICIES Continued Significant Accounting Judgments, Estimates and Assumptions - Continued (iv) Impairment of available-for-sale financial assets Management determines when an available-for-sale financial asset is impaired in accordance with IAS 39 Financial Instruments: Recognition and Measurement. This determination requires significant judgement. Management evaluates the duration and extent to which the fair value of an investment is less than its cost; and the financial health of and short-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flow. When the fair value declines, management makes assumptions about the decline in value to determine if it is an impairment to be recognized in profit or loss. At April 30, 2015, $12,963,228 impairment losses have been recognized for available-for-sale assets ( $Nil). The carrying amount of available-forsale assets is $4,215,387 ( $8,390,959). (v) Going concern The Company s ability to execute its strategy by funding future working capital requirements requires judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, such as expectations of future events that are believed to be reasonable under the circumstances. Financial Instruments Non-derivative financial assets The Company initially recognizes loans and receivables on the date that they are originated. All other financial assets (including assets designated at fair value through profit or loss) are recognized initially on the trade date, which is the date that the Company becomes a party to the contractual provisions of the instrument. The Company classifies non-derivative financial assets into the following categories: financial assets at fair value through profit or loss, held-to-maturity financial assets, loans and receivables and available-for-sale financial assets. Financial assets at fair value through profit or loss ( FVTPL ) A financial asset is classified at fair value through profit or loss if it is classified as held for trading uor is designated as such upon initial recognition. Financial assets are designated at fair value through profit or loss if the Company manages such investments and makes purchase and sale decisions based on their fair value in accordance with the Company s documented risk management or investment strategy. Attributable transaction costs are recognized in profit or loss as incurred. Financial assets at fair value through profit or loss are measured at fair value, and changes therein are recognized in profit or loss. The Company has classified cash and cash equivalents as fair value through profit or loss

12 NOTE 3 SIGNIFICANT ACCOUNTING POLICIES Continued Financial Instruments - Continued Held-to-maturity financial assets If the Company has the positive intent and ability to hold debt securities to maturity, then such financial assets are classified as held-to-maturity. Held-to-maturity financial assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition held-to-maturity financial assets are measured at amortized cost using the effective interest method, less any impairment losses. Any sale or reclassification of a more than insignificant amount of heldto-maturity investments not close to their maturity would result in the reclassification of all held-tomaturity investments as available-for-sale, and prevent the Company from classifying investment securities as held-to-maturity for the current and the following two financial years. The Company has not classified any financial asset as held-to-maturity. Loans and receivables Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses. The Company has classified other receivable and due from The Magpie Mines Inc. as loans and receivables. Available-for-sale financial assets ( AFS ) Available-for-sale financial assets are non-derivation financial assets that are designated as available for sale or are not classified in any of the above categories of financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses and foreign currency differences on available-for-sale debt instruments, are recognized in other comprehensive income and presented in the fair value reserve equity. When an investment is derecognized, the gain or loss accumulated in equity is reclassified to profit or loss. The Company has classified its marketable securities as available-for-sale. De-recognition of financial assets The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Company is recognized as a separate asset or liability. Financial assets and liabilities are offset and the net amount presented in the balance sheet when, and only when, the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously. Non-derivative financial liabilities The Company initially recognizes debt securities issued and subordinated liabilities on the date that they are originated. All other financial liabilities (including liabilities designated at fair value through profit or loss) are recognized initially on the trade date, which is the date that the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled or expire

13 NOTE 3 SIGNIFICANT ACCOUNTING POLICIES Continued Financial Instruments Continued De-recognition of financial assets - Continued Financial assets and liabilities are offset and the net amount presented in the balance sheet when, and only when, the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously. The Company classifies non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method. The Company has classified accounts payable and accrued liabilities, and due to directors as other financial liabilities. Impairment of financial assets Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each period end. Financial assets are impaired when there is objective evidence that, as an objective evidence of impairment could include the following: Significant financial difficulty of the issuer or counterparty; or Default or delinquency in interest or principal payments; or It becoming probable that the borrower will enter bankruptcy or financial reorganization. For marketable securities classified as AFS, a significant or prolonged decline in the fair value of the securities below their cost is considered to be objective evidence of impairment. For financial assets carried at amortized cost, the amount of the impairment is the difference between the asset s carrying amount and the present value of the estimated future cash flows, discounted at the financial asset s original effective interest rate. The carrying amount of financial assets is reduced by the impairment loss directly for all financial assets with the exception of accounts receivable, where the carrying amount is reduced through the use of an allowance account. When an account receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss. With the exception of AFS equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized. In respect of AFS equity securities, impairment losses previously recognized through profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized directly in equity. When an AFS financial asset is considered to be impaired, cumulative gains or losses previously recognized in other comprehensive income are reclassified to profit or loss in the period

14 NOTE 3 SIGNIFICANT ACCOUNTING POLICIES Continued Cash and Cash Equivalents Cash and cash equivalents consist of cash in the bank, short-term deposits and highly liquid investments with a maturity of three months or less. There were cash equivalents consisting of money market funds of $Nil (2014: $855,656). Prepaid Expenses Prepaid expenses include prepaid business insurance premium, TSX sustaining fee, and other prepaid expenses which are based on the invoiced amount and amortized over the term of the related payment. Equipment Equipment is recorded at cost and is depreciated on the declining balance basis using a rate of 20% per annum. Estimates of residual values and useful lives are assessed annually and any change in estimate is taken into account in the determination of depreciation. Exploration and Evaluation Assets The Company has elected under IFRS 1 to adopt the provisions of IFRS 6, which allow the Company to continue with the current accounting policies followed under Canadian GAAP regarding the accounting for exploration and evaluation assets. The Company capitalizes all costs relating to the acquisition (including the cash consideration and the fair value of shares issued on the date the property is acquired), exploration and evaluation of mineral resource properties. Proceeds from options granted on properties and mining tax credits are credited to the cost of the related property. Pre-exploration costs are generally expenses unless it is considered probable that future economic benefits can be identified. Exploration and evaluation assets represent property acquisition costs and are deferred costs to be charged against operations in the future and do not necessarily reflect the present or future values of the particular projects. Recoverability of the carrying amount of exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective project. Once the technical feasibility and commercial viability of the extraction of mineral resources on an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to property, plant and equipment. Impairment of Non-financial Assets Exploration and evaluation assets are assessed for impairment if sufficient data exists to determine technical feasibility and commercial viability, and facts and circumstances suggest that the carrying amount exceeds the recoverable amount. The recoverable amount of a cash generating unit is the greater of its value in use and its fair value less costs to sell. Value in use is generally the present value of the future cash flows expected to be generated from production of proved and probable reserves determined by reference to the reserve report. The estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessment of the time value of money and the risks specific to the asset

15 NOTE 3 SIGNIFICANT ACCOUNTING POLICIES Continued Impairment of Non-financial Assets - Continued Fair value less cost to sell is determined as the amount that would be obtained from the sale of a cash generating unit in an arm s length transaction between knowledgeable and willing parties. When indicators of impairment are present, the Company will measure any resulting impairment loss on an asset by asset basis. Exploration and evaluation assets must also be tested for impairment once technical feasibility and commercial viability can be demonstrated before reclassification to property and equipment. Decommissioning, restoration and similar liabilities ( Asset retirement obligation ) The Company records the present value of estimated costs of legal and constructive obligations required to restore the site in the period in which the obligation is incurred. The nature of these restoration activities include dismantling and removing structures, rehabilitating mines and tailings dam, dismantling facilities, closure of plant and waste sites and restoration, reclamation and re-vegetation of affected areas. The future obligations for recovery activities are estimated by the Company using recovery plans or other similar studies which outline the requirements that will be carried out to meet the obligations. Since the obligations are dependent on the laws and regulations of the countries in which the mines operate, the requirements could change as a result of amendments in the laws and regulations relating to environmental protection and other legislation affecting resource companies. As the estimate of the obligations is based on future expectations, a number of assumptions and judgments are made by Management in the determination of closure provisions. The closure provisions are more uncertain into the future the closure activities are to be carried out. The present value of decommissioning and site restoration provision is recorded as a long term liability as incurred and records an increase in the carrying value of the related asset by a corresponding amount. The provision is discounted using a nominal, risk free pre-tax discount rate. Charges for accretion and restoration expenditures are recorded as operating activities. The related decommissioning provision is recorded as part of the mineral property and depreciated accordingly. In subsequent periods, the carrying amount of the liability is accreted by a charge to the statement of comprehensive loss to reflect the passage of time and the liability is adjusted to reflect any changes in the timing of the underlying future cash flows. Changes to the obligation resulting from any revisions to the timing or amount of the original estimate of undiscounted cash flows are recognized as an increase or decrease in the decommissioning provision, and a corresponding change in the carrying amount of the related long lived asset. Where rehabilitation is conducted systematically over the life of the operation, rather than at the time of closure, or provision is made for the estimated outstanding continuous rehabilitation work at each statement of financial position date and the cost is charged to the statement of comprehensive loss. The Company has no asset retirement obligations recognized as of April 30, 2015 and Share Capital Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares are recognized as a deduction from equity, net of any tax effects

16 NOTE 3 SIGNIFICANT ACCOUNTING POLICIES Continued Flow-through Shares Flow-through shares entitle a company that incurs certain resource expenditures in Canada to renounce them for tax purposes allowing the expenditures to be deducted for tax purposes by the investors who purchased the shares. While IFRS contains no specific guidance on accounting for flowthrough shares, the Company has chosen to adopt the following accounting policy: At the time of closing a financing involving flow-through shares, the Company allocates the gross proceeds received (i.e. the flow-through commitment ) as follows: Share capital the fair market price at the date of the issue; Flow-through share premium recorded as a liability and equal to the estimated premium, if any, investors pay for the flow-through feature, i.e. the portion in excess of the market value of the shares without the flow-through features at the time of issue; and Fair value of warrants if warrants are being issued, based on the valuation derived using the residual method In the case that the Company doesn t issue non flow-through units together with the flow-through units, the flow-through share premium is determined by using the residual method, whereby the fair value of warrants will be valued based on the Black-Scholes option-pricing model, and the flow-through share premium equal to any residual balance after the fair market price of the common shares and fair value of warrants. Thereafter, as qualifying resource expenditures are incurred, these costs are capitalized to exploration and evaluation assets. At the end of each reporting period, the Company reviews its tax position and records an adjustment to its deferred tax expense/liability accounts for taxable temporary differences, including those arising from the transfer of tax benefits to investors through flow-through shares. For this adjustment, The Company considers the tax benefits (of qualifying resource expenditures already incurred) to have been effectively transferred, if it has formally renounced those expenditures at any time (before or after the end of the reporting period). Additionally, the Company reverses the liability for the flow-through share premium to income, on a proportionate basis, as an offset to deferred tax expense. Provisions A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost

17 NOTE 3 SIGNIFICANT ACCOUNTING POLICIES Continued Deferred Quebec Mining Duties The Company qualifies under the Mining Duties Act (Quebec) for a refundable credit on qualifying exploration and evaluation expenditures incurred in Quebec. Qualifying expenditures claimed for the purposes of receiving payment of this refund on a current basis will not be deductible in the calculation of duties from mineral production in future years. Accordingly, the full amount of such assistance has been recorded as deferred Quebec mining duties. On commencement of earnings from mineral production, the Company intends to amortize this amount as a reduction of mining duties then payable over the estimated productive life of its properties. Exploration Tax Credits The Company accounts for accrued tax credits on eligible exploration expenditures as a deduction from its mineral properties interests, on a property by property basis, and will be charged to operations on the same basis as the deferred acquisition and exploration and evaluation expenditures. The exploration tax credits are accrued in the year when the exploration and evaluation expenditures are incurred, provided there is reasonable assurance that the tax credits will be realized. Revenue Recognition Royalty revenue is recognized based upon amounts contractually due pursuant to the underlying royalty agreement. Specifically, revenue is recognized in accordance with the terms of the underlying royalty agreement subject to the following: (1) the pervasive evidence of the existence of the arrangement; (2) the risks and rewards having been transferred; (3) the royalty being fixed or determinable; and (4) the collectability of the royalty being reasonably assured. Income Tax Income tax expense comprises current and deferred tax. Income tax is recognized in the statement of operations and comprehensive income (loss) except to the extent it relates to items recognized in other comprehensive income or directly in equity. Current tax expense is based on the results for the period as adjusted for items that are not taxable or not deductible. Current tax is calculated using tax rates that were enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. Provisions are established where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred taxes are expected to be payable or recoverable between the carrying amounts of assets in the consolidated statement of financial position and their corresponding tax bases used in the computation of taxable profit, and are accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences between the carrying amounts of assets and their corresponding tax bases. Deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized

18 NOTE 3 SIGNIFICANT ACCOUNTING POLICIES Continued Income Tax - Continued Deferred tax liabilities: are generally recognized for all taxable temporary differences; are recognized for all temporary differences arising on investments in subsidiaries except where the reversal of the temporary difference can be controlled and it is probable that the difference will not reverse in the foreseeable future; and are not recognized on temporary differences that arise from goodwill which is not deductible for tax purposes. Deferred tax assets: are recognized to the extent it is probable that taxable profits will be available against which the deductible temporary differences can be utilized; and are reviewed at the end of the reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of an asset to be recovered. Foreign Currency Transactions and Translation The Company s functional currency is Canadian dollars. Transactions in other currencies are recorded in Canadian dollars at the rates of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in other currencies are translated into Canadian dollars at rates of exchange in effect at the balance sheet dates. Exchange gains and losses are recorded in the statements of operations. Share Based Payments The Company s Stock Option Plan allows directors, officers and consultants to acquire shares of the Company in exchange for the options exercised. The fair value of share options granted to employees is recognized as an expense over the vesting period using the graded vesting method with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee, including directors of the Company. The fair value is measured at the grant date and recognized over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option-pricing model, taking into account the terms and conditions upon which the options were granted. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest based on estimate of forfeiture rate. Investment in Associates An associate is an entity over which the Company has significant influence and which is neither a subsidiary nor a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. Significant influence is presumed to exist when the Company holds between 20% and 50% of the voting power of another entity, but can also arise where the Company holds less than 20% if it has the power to be actively involved and influential in policy decision affecting the entity

19 NOTE 3 SIGNIFICANT ACCOUNTING POLICIES Continued Investment in Associates - Continued An investment in associate is accounted for using the equity method. Under the equity method, investments in associates are carried in the statement of financial position at cost adjusted for postacquisition changes in the Company's share of net assets of the associate, less any impairment losses. Losses in an associate in excess of the Company's interest in that associate are recognized only to the extent that the Company has incurred a legal or constructive obligation to make payments on behalf of the associate. Unrealized profits or losses on transactions between the Company and an associate are eliminated to the extent of the Company's interest therein. At the end of each reporting period, the Company assesses whether there is any evidence that an investment in associate is impaired. This assessment is generally made with reference to the timing of exploration work, work programs proposed, exploration results achieved, and an assessment of the likely results to be achieved from performance of further exploration by the associate. When there is evidence that an investment in associate is impaired, the carrying amount of such investment is compared to its recoverable amount. If the recoverable amount of an investment in associate is less than its carrying amount, the carrying amount is reduced to its recoverable amount and an impairment loss, being the excess of carrying amount over the recoverable amount, is recognized in the period of impairment. When an impairment loss reverses in a subsequent period, the carrying amount of the investment in associate is increased to the revised estimate of recoverable amount to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had an impairment loss not been previously recognized. A reversal of an impairment loss is recognized in net earnings in the period the reversal occurs. For the year-ended April 30, 2015, a $2,864,000 loss has been recorded due to a significant drop in investment in associate s market price. Please see Note 6. Related Party Transactions Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Comprehensive Income Comprehensive income represents the change in shareholders equity from transactions and other events from non-owner sources. Other comprehensive income refers to items that are recognized in comprehensive income but excluded from net income calculated in accordance with generally accepted accounting principles until such time as it is considered appropriate to recognize them in net income

20 NOTE 3 SIGNIFICANT ACCOUNTING POLICIES Continued Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the income (loss) for the period by the weighted average number of shares outstanding in the year. Diluted income (loss) per share is calculated giving effect to the potential dilution that would occur if securities or other contracts to issue common shares were exercised or converted to common shares using the treasury method. Treasury method assumes that proceeds received from the exercise of stock options and warrants are used to repurchase common shares at the prevailing market rate. Recently Adopted and Future Accounting Pronouncements Effective May 1, 2013, the Company has adopted the following new and revised standards, along with any consequential amendments: IFRS 7 Financial instruments: disclosures and IAS 32 Financial instruments: presentation - Financial assets and financial liabilities may be offset, with the net amount presented in the statement of financial position, only when there is a legally enforceable right to set off and when there is either an intention to settle on a net basis or to realize the asset and settle the liability simultaneously. The revised IFRS 7 had no impact on the Company s financial results. IFRS 10 Consolidated Financial Statements effective for annual periods beginning on or after January 1, 2013, with early adoption permitted, establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities. The adoption of IFRS 10 did not have an impact on the measurement of the Company s assets and liabilities. IFRS 11 Joint Arrangements effective for annual periods beginning on or after January 1, 2013, with early adoption permitted, provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form. The adoption of IFRS 11 did not have an impact on the measurement of the Company s assets and liabilities. IFRS 12 Disclosure of Interests in Other Entities effective for annual periods beginning on or after January 1, 2013, with early adoption permitted, requires the disclosure of information that enables users of financial statements to evaluate the nature of, and risks associated with its interests in other entities and the effects of those interests on its financial position, financial performance and cash flows. The adoption of IFRS 12 did not have an impact on the measurement of the Company s assets and liabilities. IFRS 13 Fair Value Measurement effective for annual periods beginning on or after January 1, 2013, with early adoption permitted, provides the guidance on the measurement of fair value and related disclosures through a fair value hierarchy. The adoption of IFRS 13 did not have an impact on the measurement of the Company s assets and liabilities. IAS 27 Separate Financial Statements as a result of the issue of the new consolidation suite of standards, IAS 27 Separate Financial Statements has been reissued, as the consolidation guidance will now be included in IFRS 10. IAS 27 will now only prescribe the accounting and disclosure requirements in subsidiaries, joint ventures and associates when an entity prepares separate financial statements. The revised IAS 27 had no impact on the Company s financial results

21 NOTE 3 SIGNIFICANT ACCOUNTING POLICIES Continued Recently Adopted and Future Accounting Pronouncements - Continued IAS 28 Investments in Associates and Joint Ventures as a consequence of the issue of IFRS 10, IFRS 11 and IFRS 12, IAS 28 has been amended and will provide the accounting guidance for investments in associates and to set out the requirements for the application of the equity method when accounting for investments in associates and joint ventures. The amended IAS 28 will be applied by all entities that are investors with joint control of, or significant influence over, an investee. The revised IAS 28 had no impact on the Company s financial results. IAS 1 Presentation of Financial Statements the IASB amended IAS 1 with a new requirement for entities to group items presented in other comprehensive income on the basis of whether they are potentially reclassifiable to profit or loss. The amendment affected presentation only and had no impact on the Company s financial results. IAS 36 Impairment of assets - the amendments to IAS 36, issued in May 2013, require: Disclosure of the recoverable amount of impaired assets; and Additional disclosures about the measurement of the recoverable amount when the recoverable amount is based on fair value less costs of disposal, including the discount rate when a present value technique is used to measure the recoverable amount. The amendment affected presentation only and had no impact on the Company s financial results. Standards issued but not yet effective up to the date of the issuance of the Company s financial statements are listed below. This listing is of standards and interpretations issued, which the Company reasonably expects to be applicable at a future date. The Company intends to adopt those standards when they become effective. The Company does not expect the impact of such changes on the financial statements to be material. IFRS 9 Financial instruments IFRS 9 was issued in November 2009 and subsequently amended as part of an ongoing project to replace IAS 39 Financial instruments: Recognition and measurement. The standard requires the classification of financial assets into two measurement categories based on the entity s business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. The two categories are those measured at fair value and those measured at amortized cost. The classification and measurement of financial liabilities is primarily unchanged from IAS 39. However, for financial liabilities measured at fair value, changes in the fair value attributable to changes in an entity s own credit risk is now recognized in other comprehensive income instead of in profit or loss. This new standard will also impact disclosures provided under IFRS 7 Financial instruments: disclosures. In November 2013, the IASB amended IFRS 9 for the significant changes to hedge accounting. In addition, an entity can now apply the own credit requirement in isolation without the need to change any other accounting for financial instruments. The mandatory effective date of January 1, 2015 has been removed to provide sufficient time for preparers of financial statements to make the transition to the new requirements. IAS 24 Related party disclosures The amendments to IAS 24, issued in December 2013, clarify that a management entity, or any member of a group of which it is a part, that provides key management services to a reporting entity, or its parent, is a related party of the reporting entity. The amendments also require an entity to disclose amounts incurred for key management personnel services provided by a separate management entity. This replaces the more detailed disclosure by category required for other key management personnel compensation. The amendments will only affect disclosure and are effective for annual periods beginning on or after July 1,

22 NOTE 3 SIGNIFICANT ACCOUNTING POLICIES Continued Recently Adopted and Future Accounting Pronouncements - Continued IFRS 15, Revenue from Contracts with Customers In May 2014, the IASB issued IFRS 15 "Revenue from Contracts with Customers". It replaces existing revenue recognition guidance and provides a single, principles-based five-step model to be applied to all contracts with customers. Retrospective application of this standard is effective for fiscal years beginning on or after January 1, 2017, with earlier application permitted. On April 28, 2015, the IASB decided to propose to defer the effective date of IFRS 15 by one year to January 1, The adoption of this amended standard is not expected to have a material impact on the Company s disclosure. NOTE 4 ADVANCE TO THE MAGPIE MINES INC. The amount of $972,522 ( $827,602) due from The Magpie Mines Inc. is unsecured, non-interest bearing and is due on demand. Three directors of the Company are directors of The Magpie Mines Inc. Also see Note 6. NOTE 5 MARKETABLE SECURITIES The Company has investments in marketable securities which have been classified as available for sale. April 30 April Current $ $ Argex Titanium Inc., at fair market value 1,600,110 3,485,875 Champion Iron Mines Ltd., at fair market value 71, ,875 Iconic Minerals Inc., at fair market value KWG Resources Inc., at fair market value 875, ,000 RT Minerals Inc., at fair market value 312 1,250 St-George Platinum and Base Metals Inc., at fair market value 23,462 21,634 Uragold Bay Resources Inc., at fair market value 669,680-3,240,054 4,540,959 Long term Champion Iron Mines Ltd., at fair market value 975,333 3,850,000 Total Marketable Securities 4,215,387 8,390,

23 NOTE 5 MARKETABLE SECURITIES - Continued The difference between the fair value and the cost of marketable securities has been recorded in accumulated other comprehensive income (net of taxes). Any impairment on the marketable securities due to prolonged or significant decrease in fair value will be recorded in profit and loss. For the yearend April 30, 2015, the Company has impaired $12,963,228 of marketable security. As at year-end, the Company has $817,997 of unrealized gain recorded in accumulated other comprehensive income. Champion Iron Ltd. The Company held 1,025,000 shares of Champion Iron Mines Ltd. (previously Champion Minerals Inc., Champion ), pursuant to an option agreement as of April 30, As a result of Fancamp s disposition of its 17.5% interest in the Fermont property, Fancamp received 14,000,000 common shares and 7,000,000 non-transferable warrants of Champion. Each warrant entitles Fancamp to purchase one common share of Champion at a price of $3.00 per share at any time between two and a half and three years after the date of issue, subject to acceleration in certain circumstances. The shares and warrants of Champion are subject to a four-month regulatory hold period and to six-year voluntary restriction on transfer, subject to the consent of Champion. As result the 14,000,000 common shares and 7,000,000 warrants of Champion have been classified as long term marketable securities. On March 27, 2014 the shareholders of Champion Iron Mines Ltd. approved the plan of arrangement involving the acquisition by Mamba Minerals Limited, together with Ontario Inc. of all of the outstanding common shares of Champion Iron Mines Ltd. As a result, the Company was entitled to receive shares of Champion Iron Ltd. for each share of Champion Iron Mines Ltd. As at April 30, 2015, the Company holds 11,018,333 common shares and 5,133,333 warrants. The quoted market price of the shares of Champion was $0.095 as at April 30, 2015 ( $0.375). The fair value of the above warrants received are estimated to be $Nil on the date of the grant. The warrants subsequently expired on May 17, Iconic Minerals Ltd. The Company received 50,000 common shares of Bonaventure Enterprises Inc. pursuant to an option agreement to sell its 50% interest in the Baie Comeau property. In February, 2011 the shareholders of Bonaventure approved a name change to Iconic Minerals Ltd. and the consolidation of outstanding shares on a ten old for one new share basis. On April 9, 2014 the shares were further consolidated on a 4 old for 1 new share basis. As a consequence, the Company now holds 1,250 shares of Iconic Minerals Ltd. The quoted market price of the shares of Iconic Minerals Inc. was $0.055 as at April 30, 2015 ( $0.065). RT Minerals Inc. The Company received 250,000 common shares of RT Minerals Inc. pursuant to an option agreement to sell its 50% interest in the Godbout claims, part of the Baie Comeau property. On December 17, 2013, the shares of RT Minerals were consolidated on a 12 old for 1 new basis. As a consequence, the Company now holds 20,833 shares. The quoted market price of the shares of RT Minerals Inc. was $0.015 as at April 30, 2015 ( $0.065). Subsequent to the year-end, the share price has dropped to $0.005 per share

24 NOTE 5 MARKETABLE SECURITIES - Continued Argex Titanium Inc. The Company received 1,500,000 redeemable face value fully paid non-assessable shares of Canada Inc., pursuant to an option agreement to sell its 100% interest in the Lac La Blache property. The preferred shares are secured by the property and will pay a 5% annual dividend. The Company received a further 750,000 redeemable face value fully paid non-assessable shares of Canada Inc., pursuant to an option agreement to sell its 50% interest in the Hanna/Consolidated Morrison properties. The preferred shares are secured by the property and will pay a 5% annual dividend. On February 23, 2009, Argex Silver Capital Inc. ( Argex ) entered into an acquisition agreement to acquire all of the assets of Canada Inc. As per this agreement and the subsequent qualifying transaction, the preferred shares have a redeemable face value of $1.00 per preferred share. The qualifying transaction was filed by Argex on May 11, 2009 whereby the total redeemable face value of the preferred shares will be convertible into common shares of Argex at the fair value price of Argex. On October 30, 2009, Argex Silver Capital Inc. completed its qualifying transaction by way of acquisition of the assets of Canada Inc. As a result, the Company received 9,000,000 common shares of Argex Silver Capital Inc. in exchange for its 2,250,000 preferred shares of Canada Inc Canada Inc. subsequently changed its name to Argex Titanium Inc. The Company disposed 4,587,500 of Argex s shares during the year ended April 30, 2014, for total proceeds of $3,392,266; the Company further disposed of 934,000 shares during the year ended April 30, 2015, for total proceeds of $478,525. The Company holds 3,478,500 common shares in the capital of Argex Titanium Inc. as of April 30, 2015 with a quoted market price of $0.46 per share ( $0.79). Subsequent to the year-end, the shares have dropped to $0.125 per share

25 NOTE 5 MARKETABLE SECURITIES - Continued St-George Platinum and Base Metals Inc. ( St-George ) The Company received 1,125,000 common shares of St-George Minerals Ltd., a public company, pursuant to an option agreement to sell its 50% interest in the Villebon claims. On December 10, 2009, St-Georges Platinum and Base Metals Ltd. ( SX ) entered into an acquisition agreement to acquire the properties of St-George Minerals Ltd. ( SGM ) whereby the shares of SX will be dividended to the shareholders of SGM whereby each holder of a share of SGM will receive 2 shares of SX. As a result, the Company has received a total of 2,250,000 common shares of SX. Subsequently, the shares were exchanged on a 2 for 1 basis. On April 22, 2013, St-George completed a consolidation of its shares on the basis of one (1) new shares common share for every six point five (6.5) common shares held, as a result, the Company held a total of 173,076 common shares of SX as of April 30, The option agreement included an advance royalty payment that started at the end of year three (December, 2012). To this date, $60,000 was accrued on St-George s balance sheet in favour of Fancamp. On February 23, 2014, Fancamp received 1,000,000 common shares of St-George as a settlement of this debt and amended the terms of the option agreement to eliminate the advance royalty in exchange for a 5% interest in the project and a commitment by St-George to deliver a National Instrument report no later than December, Fancamp holds a total 1,173,076 common shares of St-George as at April 30, The quoted market price of the shares of SX was $0.025 as at April 30, 2015 ( $0.125). KWG Resources Inc. ( KWG ) In February, 2014, the Company received 10,000,000 shares from KWG Resources Inc., a public company, at $0.05 per share, for totaling $500,000 pursuant to the option and joint venture agreement entered into with Bold Ventures Inc. on March 4, 2013 (see Note 7). These shares were sold during the year ended April 30, 2015, for total proceeds of $441, In February, 2015, the Company received 35,000,000 shares from KWG Resources Inc., a public company, at $0.02 per share, for totaling $700,000 pursuant to the option and joint venture agreement entered into with Bold Ventures Inc. on March 4, 2013 (see Note 7). The quoted market price of the shares of KWG was $0.025 as at April 30, 2015 ( $0.075). Uragold Bay Resources Inc. ( UBR ) In January, 2015 the Company received 8,000,000 Units of Uragold Bay Resources Inc., a public company, pursuant to the sale of 32 of the Company s Beauce property claims. Each Unit is consist of 1 common share and 1 warrants. The shares were issued at $0.045 per share and the warrants are exercisable at $0.20 in the first 24 months, $0.30 in the 25 th month to the 48 th month, at $0.40 in the 49 th month to the 60 th month, valued at $269,680 as at April 30, The fair value was estimated using the Black-Scholes model with weighted average assumptions for the grant as follows: stock price - $0.05, risk-free interest rate 1.59%, expected life of warrants 5 years, annualized volatility %, and dividend rate 0%. The quoted market price of the shares of UBR was $0.05 as at April 30, Subsequent to the year-end, the share price has dropped to $0.03 per share

26 NOTE 6 INVESTMENTS IN ASSOCIATES The following is a summary of the investment in associates for the years ended April 30, 2015 and 2014: The Magpie Mines Inc. $ 814,187 $ 873,845 Lamelee Iron Ore Ltd. 2,641,251 5,733,066 Balance as of April 30 $ 3,455,438 $ 6,606,911 The Magpie Mines Inc. ( The Magpie ) During the fiscal year 2008, the Company received 50% of the 54,921,962 common shares of The Magpie Mines Inc. ( Magpie ) in consideration for its 50% ownership interest in the Magpie property. The Company recorded the cost of 27,460,981 common shares of The Magpie Mines Inc. at $10,446 as the cost incurred on the Magpie property. The Company s original 50% equity stake has been and may be further diluted based on share capital financings that were carried out in The Magpie Mines Inc. for ongoing funding of the Magpie property. In 2011 an equity loss of $103,469 was recorded. On May 19, 2011, Magpie completed a flow-through financing whereby Magpie raised gross proceeds of $3,234,500 by issuing 4,706,428 common shares. As a result of the transaction, the Company s interest in Magpie was reduced to 46.72% and the Company recorded a dilution gain of $934,199. During the year ended April 30, 2015, Magpie incurred net loss of $127,693 and the Company recorded $59,658 equity loss. Magpie has a December 31 year end. The following is a reconciliation of the investment in Magpie for the years ended April 30, 2015 and 2014: Lamelee Iron Ore Ltd Opening Balance $ 873,845 $ 934,199 Share of net loss of Associate (59,658) (60,354) Dilution gain (loss) from Associate - - Balance as at April 30 $ 814,187 $ 873,845 On December 20, 2013, the Company completed the transaction to transfer its 100% interest in the Lac Lamelee property (the Project ) in consideration for the issuance by Gimus Resources Inc. ( Gimus ) of 43,000,000 common shares to Fancamp at a deemed price of $0.10 per share and the grant of an additional royalty corresponding to 1.5% of the net sales price of minerals extracted from the Project, of which 0.5% may be bought back for $1,500,000. Gimus will assume an existing 1.5% NSR Royalty on the Project, which is payable to The Sheridan Platinum Group Ltd. ( SPG ), of which 0.5% may be bought back for $1,500,000, subject to the payment by Fancamp, to the exoneration of Gimus, of yearly advance royalty payments for an aggregate amount of $500,

27 NOTE 6 INVESTMENTS IN ASSOCIATES - Continued Lamelee Iron Ore Ltd. - Continued Champion Iron Mines Limited ( Champion ) waived the exercise of its right of first refusal with respect to the transfer of the Project in consideration for the issuance by Gimus of 2,000,000 common shares to Champion at a deemed price of $0.10 per share and the issuance by Fancamp of 4,000,000 common shares of its capital stock at a deemed price of $0.05 per share. In connection with the closing of this transaction, Gimus changed its name to Lamelee Iron Ore Ltd. ( Lamelee ). Lamelee has a September 30 year end. Immediately after the completion of the transaction, Fancamp holds 58.36% interest in Lamelee, however Fancamp doesn t have control over the investee due to the various agreements in place restricting Fancamp to exercise control Lamelee, instead, Fancamp determined that the Company can exercise significant influence in the operation and financing decision of Lamelee, therefore, Fancamp has accounted for the transaction using the equity method and recognized $5,712,961 as investment in associates on December 20, For the year ended April 30, 2014, Fancamp s share of loss in the results of Lamelee was $325,131. In December 2013, Lamelee completed a private placement of shares for gross proceeds of $620,020, reducing Fancamp s ownership interest in Lamelee from 58.36% to 55.68%. As a result, there was a dilution gain of $345,236 for the year ended April 30, For the year ended April 30, 2015, Fancamp s share of loss in the results of Lamelee was $ 572,558 and there was a dilution gain of $344,743. Further, $2,864,000 of impairment in Lamelee investment has been recorded as a result of significant decrease in Lamelee s share price. The following is a reconciliation of the investment in Lamelee for the years ended April 30, 2015 and 2014: $ $ Opening balance 5,733,066 - Cost of investment - 5,712,961 Share of net loss of Associate (572,558) (325,131) Dilution gain (loss) from Associate 344, ,236 Impairment (2,864,000) - Balance as at April 30 2,641,251 5,733,066 As at April 30, 2015, the market price of Lamelee s share is $0.03 per share, fair value of Fancamp s investment in Lamelee is $1,290,

28 NOTE 6 INVESTMENTS IN ASSOCIATES - Continued Summarized financial information about the associates as at April 30, 2015 as below: Magpie Lamelee $ $ Current assets 63,015 1,026,874 Non-current assets 3,639,340 7,475,582 Current liabilities (1,026,834) (129,346) Non-current liabilities (45,134) - Future income tax liabilities (672,548) (114,151) Share capital (3,637,893) (10,103,357) Net loss 127,693 1,209,551 NOTE 7 EXPLORATION AND EVALUATION ASSETS The Company s active mineral exploration properties interests are detailed below and in Schedule I Summary of Deferred Costs on Exploration and Evaluation Assets. (a) 100% owned claims in the Province of New Brunswick The Company has a 100% ownership interest in numerous claims in the Province of New Brunswick, including the Becagiumec Lake, Downs Gulch, Larry s Gulch, Lawrence Peak, Murray Lake, Nason Brook, Northeast Lake, Northwest Gold, Oxford Brook and Stillwater properties. Certain of the properties are subject to the following royalties or option agreements: Northwest Gold claims In November, 2014, the Company entered into an option agreement to acquire 243 claim units located in northwest New Brunswick. The Company may earn a 100% interest in these claims by: (i) (ii) paying a total of $505,000 to the Optionor over three years ($25,000 paid) spending $675,000 on exploration and development over three years ($41,484 incurred) The Optionor retains a 2% NSR of which 1% may be bought back for $1,000,000. Oxford Brook claims In November, 2014, the Company entered into an option agreement to acquire 198 claim units located in northwest New Brunswick. The Company may earn a 100% interest in these claims by: (i) (ii) paying a total of $120,000 to the Optionor over three years ($5,000 paid) spending $225,000 on exploration and development over four years ($22,503 incurred) The Optionor retains a 2% NSR of which 1% may be bought back for $1,000,

29 NOTE 7 EXPLORATION AND EVALUATION ASSETS - Continued (b) 100% owned claims in the Province of Quebec The Company has a 100% ownership interest in numerous claims in the Province of Quebec, including the Abitibi Group, Beauce, Bornite Hill, Bruno Hill, Chapais, Clinton, Fortet Troilus, Gaspe Bay Group, Inverness, Kinross, Noranda, Phoenix, Portage Lake, Stoke Mountain and Transterre properties. Certain of the properties are subject to the following royalties or option agreements: Lemoine Township claims The Lemoine claims are subject to a royalty interest of 1.5% of net smelter returns, of which the Company may retire 1% net smelter returns by the payment of $1,000,000. Lac La Blache claims The Lac La Blache claims are subject to a royalty interest of 2.0% of net smelter returns, rising to 4% two years following production. The Company also receives an annual advance royalty payment of $100,000. Beauce claims The Company earned a 100% interest in 32 mineral claims which are subject to a royalty interest of 1.5% net smelter return, of which the Company may retire 1% net smelter returns by the payment of $1,000,000. The Company currently holds a total of 372 claim units, including those that were acquired by staking. In January, 2015, the Company entered into an agreement with Uragold Bay Resources regarding the sale of 32 claims through: i) The issuance to Fancamp of 8,000,000 Uragold Bay Resources Units. Each unit consisting of one common share and 1 common share purchase warrant, exercisable at prices from $0.20 to $0.40 for a 60 month period. (issued) ii) Making a cash payment to Fancamp of $25,000 within six months of signing the definitive agreement iii) Uragold will finance $400,000 worth of exploration work on the claims over a 4 year period Fancamp has been granted a 3.5% Gross Metal Royalty on any gold production extracted from the 32 claim block. Clinton claims In December 2009, the Company entered into an option agreement to acquire 117 claim units located in Southern Quebec, near the Maine border. The Company has earned a 100% interest in these claims by: (i) (ii) (ii) paying a total of $100,000 to the Optionor over three years (paid) issuing a total of 500,000 common shares over three years (issued) spending $950,000 on exploration and development over three years (incurred)

30 NOTE 7 EXPLORATION AND EVALUATION ASSETS - Continued (b) 100% owned claims in the Province of Quebec - Continued Clinton claims - Continued The Optionor retains a 2% NSR of which 1% may be bought back for $1,000,000. The Company currently holds 120 claim units, including those that were acquired by staking. Stoke Mountain In December 2009, the Company entered into an option agreement to acquire 44 claim units located in the Eastern Townships of Quebec. The Company has earned a 100% interest by: (i) (ii) (iii) paying a total of $65,000 to the Optionor over three years (paid) issuing a total of 275,000 common shares over three years (issued) spending $600,000 on exploration and development over three years (incurred) The Optionor will retain a 2% NSR, of which 1% may be bought back for $1,000,000. The Company currently holds 156 claim units, including those that were acquired by staking. Lac Lamelee Property claims In February 2011, the Company entered into a purchase agreement to acquire the additional 50% interest in 29 claims, located in the Fremont district of New Quebec, through the transfer of 375,000 shares of Champion Minerals Inc. to its partner. The Company owns 100% interest these claims as at April 30, The Vendor will retain a 1.5% NSR, of which 0.5% may be bought back for $1,500,000. An advance royalty of $100,000 per annum will be paid to the Vendor. Champion Iron Mines Ltd. retains a right of first refusal over Fancamp s interest in this property. On December 20, 2013, the Company completed the sale of the Lac Lamelee property to Lamelee Iron Ore Ltd. (formerly Gimus Resources Inc.). Also see Note 6. MTK Property claims In December, 2012, the Company entered into an option agreement to acquire 48 claim units located in the Chapais district of Quebec. To earn a 100% interest in these claims the Company will: (i) (ii) pay a total of $80,000 to the Optionors over three years ($35,000 paid) issue a total of 550,000 common shares over three years (200,000 issued) The Optionors will retain a 1.5% NSR of which 1% may be bought back for $1,000,000. During the year, the Company abandoned these claims

31 NOTE 7 EXPLORATION AND EVALUATION ASSETS - Continued (b) 100% owned claims in the Province of Quebec - Continued Phoenix Property claims In December, 2012, the Company entered into an option agreement to acquire 31 claim units located in the Chapais district of Quebec. To earn a 100% interest in these claims the Company will: (i) (ii) (iii) pay a total of $280,000 over four years ($25,000 paid) issue a total of 1,300,000 common shares over four years (100,000 issued) spend $2,100,000 on exploration and development over four years ($108,220 incurred) In agreement with the Vendors, payments due at the end of year one and two were deferred to December Currently a detailed ground mag survey is being carried out at Fancamp s expense in the hope that further targets might emerge. The Optionors will retain a 1.5% NSR of which 0.75% may be bought back for $1,000,000. Kalko Property claims In May, 2014, the Company entered into an option agreement to acquire 78 claim units located in the Labrador Trough area, Quebec. To earn a 100% interest in these claims the Company will: (i) (ii) pay a total of $310,000 over four years ($20,000 paid) spend $600,000 on exploration and development over four years (30,979 incurred) A 2% NSR Royalty payable to the vendors underlies the property, of which 1% may be bought back for $0.5 million before May 2018 or $1.5 million afterward. The Company has abandoned this option as a prospecting program carried out in August 2014 failed to identify PGM targets in bedrock. (c) 100% owned claims in the Province of Ontario McFaulds Fancamp claims The Company owns 100% interest in 4 claim units. The McFaulds Fancamp claims are subject to a royalty interest of 2% net smelter returns, of which the Company may retire 1.5% net smelter returns by the payment of $1,500,000. On March 5, 2012, the Company entered into a letter of intent with Bold Ventures Inc. ( Bold ) whereby Bold can earn up to a 50% interest in the McFaulds Lake claims by making option payments totalling $1,500,000 and spending $8,000,000 on exploration over a three year period, commencing on the execution of a memorandum of understanding or other necessary agreements from local First Nation groups. Bold has the right to elect to earn a further 10% interest by delivering a positive feasibility study and making a further $700,000 option payment. Further to the letter of intent, the Earn-in Option Agreement was signed May 7, On October 31, 2012, a Memorandum of Understanding between Bold Ventures Inc. and Marten Falls First Nation was signed

32 NOTE 7 EXPLORATION AND EVALUATION ASSETS - Continued (c) 100% owned claims in the Province of Ontario - Continued McFaulds Fancamp claims - Continued On January 14, 2013, the Company announced the signing of an agreement (the Amended Agreement ) with Bold Ventures Inc. ( Bold ). The Amendment Agreement extends the terms of the original Earn-In Option Agreement, giving Bold two options permitting Bold to earn up to a 100% working interest in the Koper Lake Project (the Project ). The additional two options apply for a period of 90 days following the date Bold earns its 60% interest. In the first additional option, Bold can earn a further 20% interest in the Property by paying Fancamp $15,000,000 payable in equal installments over 3 years with half of the amount payable in cash and the balance payable, at Bold's option, through the issuance of common shares of Bold at the market price at the time the shares are issued. At that point, Fancamp would retain a 20% carried interest in the Koper Lake Project. If the first option is exercised, Bold would then have the additional option to acquire from Fancamp the 20% carried interest in exchange for a Gross Metal Royalty ("GMR") payable to Fancamp. Execution of the additional option would result in Bold holding a 100% interest in the Koper Lake Project. The GMR would entitle Fancamp to be paid 2% of the total revenue from the sale of all metals and mineral products from the Property from the commencement of Commercial Production. Once all of the capital costs to bring the Project to the production stage have been recovered, the GMR may be scaled up to a maximum of 4% of the total revenue from the sale of all metals and mineral products from the Property contingent upon the prices of products sold from the Property. On March 4, 2013, Bold signed an option and joint venture agreement with KWG Resources Inc. ( KWG ) to option its interests in Koper Lake. Under the terms of the option agreement, Bold would act as operator of the exploration programs which are to be financed by KWG. KWG would also make the option payments due under the agreement with Fancamp. KWG could acquire an 80% interest in chromite produced from Koper Lake by financing 100% of the costs to a feasibility study leaving Bold and its co-venturer with a 20% carried interest, pro rata. For nickel and other non-chromite minerals identified during the exploration programs, the parties have agreed to form a joint venture in which KWG would have a 20% participating interest and Bold and its co-venturer would have an 80% participating interest, pro rata. KWG would have a right of first refusal to purchase all ores or concentrates produced by such joint venture whenever its interest in the joint venture exceeds 50%. To date, the Company has received $300,000 and been issued 10,000,000 common shares of KWG Resources Inc. at $0.05 per share with a fair value of $500,000 and 35,000,000 common shares at $0.02 per share with a fair value of $700, As at March 31, 2015, $5,882,000, of the required $8,000,000 in exploration costs have been incurred, with the balance to be spent by September 30, Norway Lake claims In 2010, the Company earned a 100% interest in 105 claim units, subject to the vendor retaining a 2% NSR of which 1% may be bought back for $500,000. The Company currently holds 10 claim units which were staked in this area. These claims have been written down to a nominal value until such a time as further exploration activities are undertaken. Subsequently, the Company staked a further 10 claim units and is evaluating the property

33 NOTE 7 EXPLORATION AND EVALUATION ASSETS - Continued (d) 50% owned claims in the State of Maine (Alder Pond) On September 4, 2013, the Company entered into a 25 year lease agreement on a 4,950 acre property located in Maine, USA. To maintain the lease on this property the Company will: (i) pay $75,000 on signing (paid) and spend $250,000 on exploration and development in year 1 (ii) pay $100,000 or spend $300,000 on exploration and development per year in years 2-10 (iii) pay $200,000 per year in years An addendum to these lease terms was agreed to on September 24 th,2014 whereby the lease was altered as follows; (i) pay $75,000 on signing (paid) and spend $250,000 on exploration and development in year 1 (ii) pay $100,000 or spend $325,000 on work expenditures by September 4 th (iii) pay $100,000 or $500,000 on work expenditures to September 4 th (iv) pay $100,000 or $300,000 on work expenditures by September 4 th 2017, each year to September 4 th (v) pay $200,000 per year to September The Company has determined that this project is no longer feasible and has written off all associated costs. (e) Mineral properties interests held jointly with others Hanna/Consolidated Morrison claims The Hanna/Consolidated Morrision claims, held 50% by Fancamp and 50% by Sheridan, are subject to a royalty interest of 2.0% of net smelter returns, rising to 4% two years following production, and an annual advance royalty payment of $100,000. During the year, Fancamp received royalty advance payment of $50,000. These claims have recently been returned to Fancamp and Sheridan. Longue Pointe de Mingan claims The Company owns a 50% interest in this 4 claim ( claims) property. The claims are held jointly with Sheridan. These claims have been written down to a nominal value until such a time as further exploration activities are undertaken. Dieter Lake claims The Company owns a 50% interest in 20 claims ( claims) in Quebec. The claims are held jointly with Sheridan. These claims have been written down to a nominal value until such a time as further exploration activities are undertaken. Desolation Lake claims The Company owns a 92.5% interest in 36 claim blocks ( claims) in Ontario, and the balance of the claims is held by Sheridan. The Company has staked 6 additional claims blocks in this area

34 NOTE 7 EXPLORATION AND EVALUATION ASSETS - Continued (f) Mineral property royalty interests Fancamp Township claims The Company holds a 10% net profits royalty on 17 mineral claims in Quebec. The cost of those mineral claims is carried at a nominal value. Johan Beetz claims The Company retains a 1.5% net smelter royalty for the first two years of commercial production, increasing to 2.5% thereafter. The Company is entitled to receive quarterly advance royalty payments of $12,500 commencing January 1, (g) Impairment of mineral properties interests During year ended April 30, 2015, Fancamp to wrote off mining properties at an amount of $971,617 (2014: $754,092), because these properties contain reserves that are not economically recoverable. Further, Fancamp wrote down total of $91,234 (2013: $1,608,419) on certain mining properties, due to the uncertainty regarding renewal of the mining claims or expiry of the mining claims. NOTE 8 - SHARE CAPITAL (a) Authorized: Unlimited common shares without par value Issued: On August 14, 2013, the Company closed a non-brokered private placement of $940,000 through the sale of 15,583,333 FT Units at $0.06 per FT Unit and 100,000 Units at $0.05 per Unit. Each FT Unit consists of one FT share and one half of one non-ft share purchase warrant. Each Unit consists of one share and one non-ft share purchase warrant. Each whole warrant is exercisable into common shares, at a price of $0.10 per share until February 16, The fair value of the warrants was estimated to be $58,221, and the flow-through premium was estimated to be $98,350. In addition, finder s warrants were issued for the purchase of up to 1,030,166 common shares, at price of $0.06 per share until February 16, 2015.The fair value of the finder s warrants was estimated to be $35,653. On August 23, 2013, the Company closed a non-brokered private placement of $50,000 through the sale of 1,000,000 Units. Each Unit consists of one share and one non-ft share purchase warrant. Each warrant is exercisable into common shares, at a price of $0.10 per share until February 23, The fair value of the warrants was estimated to be $17,663. In addition, finder s warrants were issued for the purchase of up to 70,000 common shares, at a price of $0.06 per share until February 23, The fair value of the finder s warrants was estimated to be $3,274. On December 12, 2013, the Company issued to three vendors 100,000 common shares, at a price of $0.055 per share, pursuant to a purchase agreement for the acquisition of a 100% interest in the MTK property

35 NOTE 8 - SHARE CAPITAL Continued (a) Authorized: Unlimited common shares without par value - Continued On December 20, 2013, the Company issued to Champion Iron Mines Inc. 4,000,000 common shares, at a price of $0.05 per share, for the waiver of Champion s right of first refusal in regards to the sale of the Lac Lamelee property. On February 27, 2014, the Company issued 1,000,000 common shares, at a price of $0.10, pursuant to the exercise of warrants. On May 8, 2014, the Company issued 515,083 common shares, at a price of $0.06, pursuant to the exercise of agents warrants. In July, 2014 the TSX Venture Exchange approved the Company to purchase under a Normal Course Issuer Bid ( NCIB ), up to 10% of the public float, which was equal to 10,310,745 common shares, over the twelve month period ending July, In July, 2014, under the approved NCIB, 1,595,000 common shares were repurchased and cancelled at an average price of $0.06 per share for $99,670. In August, 2014, 200,000 common shares were repurchased and cancelled at an average price of $0.06 per share for $12,000. The NCIB was terminated in January, (b) Share purchase warrants The following is a continuity of the warrants outstanding: Warrants Weighted Average Exercise Price April 30, ,724,849 $ 0.50 Issued 8,891, Exercised (1,000,000) 0.10 Expired (12,724,849) 0.34 April 30, ,891,665 $ 0.38 Expired (7,891,665) 0.10 April 30, ,000,000 $ 0.60 The weighted remaining life of the warrants as of April 30, 2015 is 0.05 years ( years)

36 NOTE 8 - SHARE CAPITAL Continued (b) Share purchase warrants - Continued The Company has assigned fair value to the warrants granted determined based on the fair value of the warrants at the grant date estimated using the Black-Scholes fair value pricing model with the following assumptions: Volatility rate % Risk-free interest rate % Dividend yield rate % Weighted average life years The following warrants were outstanding at the end of the year: Number of Warrants Exercise Price $ Expiry date 10,000,000 $ 0.60 May 17, ,000,000 (c) Management incentive options The Company s stock option plan provides for the granting of stock options totaling in aggregate up to 10% of the Company s total number of shares issued and outstanding on a non-diluted basis. The stock option plan provides for the granting of stock options to regular employees and persons providing investor relation services or consulting services up to a limit of 5% and 2% respectively of the Company s total number of issued and outstanding shares per year. The stock options are fully vested on the date of grant, except stock options granted to consultants or employees performing investor relation activities, which vest over 12 months. The option price must be greater or equal to the discounted market price on the grant date and the option expiry date cannot exceed five years after the grant date. A summary of the options granted under the Company s plan as at April 30, 2015 and 2014 and the changes during the period then ended is as follows: No. of Shares Weighted average exercise price ($) Outstanding, April 30, ,270, Granted 4,050, Expired (1,150,000) 0.50 Cancelled (1,350,000) 0.18 Outstanding, April 30, ,820, Granted 3,675, Expired (650,000) 0.52 Cancelled (2,200,000) 0.23 Outstanding, April 30, ,645,

37 NOTE 8 - SHARE CAPITAL Continued (c) Management incentive options - Continued The weighted average remaining contractual life for the management incentive options outstanding as at April 30, 2015 is 2.87 years ( years). The fair value of the options were estimated at the dates of granting using the Black-Scholes option pricing model with the following assumptions: Volatility rate % % Risk-free interest rate % % Dividend yield rate 0.00% 0.00% Weighted average life 5 years 5 years Volatility is based on the historic price changes over a term comparable to the remaining life of the option. These grants vest immediately, with the exception of options granted to investor relations personnel which vest over a one year period. A summary of stock options outstanding and exercisable is as follows: Exercise price per share $ Number of options outstanding and exercisable Expiry date November 20, , April 15, , August 12, , November 3, , , May 25, ,700,000 1,800, January 19, ,000 1,270, September 4, ,000,000 1,350, December 17, ,500,000 1,750, October 25, ,500,000 3,300, May 2, ,250, December 22, ,225,000-11,645,000 10,820,

38 NOTE 8 - SHARE CAPITAL Continued (d) Agents options and Agents warrants The following table summarizes the fair value assigned to agents options and agents warrants as of April 30, 2015 and 2014 and the changes during the years then ended: Weighted average No. of Shares exercise price ($) Outstanding, April 30, , Expired (974,970) Issued 1,100, Outstanding, April 30, ,100, Expired (585,083) 0.06 Exercised (515,083) 0.06 Outstanding, April 30, There are no agents options and agents warrants outstanding as at April 30, 2015 and the weighted average remaining contractual life for the agents options and agents warrants outstanding as at April 30, 2014 is 0.79 year. The Company has assigned fair value to the agent options and agent warrants granted determined based on the fair value of the agents options at the grant date estimated using the Black-Scholes fair value pricing model with the following assumptions: Volatility rate % Risk-free interest rate % Dividend yield rate % Weighted average life years A summary of agents options and agents warrants outstanding and exercisable is as follows: Exercise price Number of options outstanding and per share exercisable $ Expiry date February 16, ,030, February 23, ,000-1,100,

39 NOTE 8 - SHARE CAPITAL Continued (e) Flow-through common shares The Company issues flow-through common shares to finance part of its exploration expenditures. The income tax deductions related to the exploration expenditures are claimable only by the investors of the flow-through common shares. As at April 30, 2015, the Company has met its commitment to incur a further $550,693 in qualifying exploration expenditures (as defined in the Canadian Income Tax Act) by December 31, 2014, pursuant to the terms of issuance of the flow-through shares. NOTE 9 - RELATED PARTY TRANSACTIONS AND BALANCES Peter H. Smith Director, Chairman, President, CEO Mel de Quadros Director, AC, CC Gilles Dubuc Director, AC, CC (to January, 2015) Paul Ankcorn Director, AC, CC Ashwath Mehra Director Debra Chapman Director, CFO Fouad Kamaleddine Director, VP Research and Development Mike Flanagan VP, Exploration Mark Billing Director AC = Audit Committee, CC = Compensation Committee

40 NOTE 9 - RELATED PARTY TRANSACTIONS AND BALANCES - Continued Transactions and balances with related parties not disclosed elsewhere in these financial statements comprise of the following: Transactions for the years ended April 30: $ $ Professional geological fees paid or payable to P.H. Smith 103, ,000 Rent paid or payable, to P.H. Smith 24,000 24,000 Reimbursement of acquisition, exploration and office expenses paid or payable to P.H. Smith 169, ,662 Professional management fees paid to J. Lafleur - 50,000 Professional management fees paid or payable to D. Chapman 59,500 62,500 Reimbursement of office expenses and filing fees paid or payable to D. Chapman 17,967 29,314 Professional management fees paid to F. Kamaleddine 40,800 36,000 Professional consulting, directors and committee fees paid or payable to M. de Quadros 24,000 24,000 Directors and committee fees paid or payable to G. Dubuc 18,000 24,000 Directors and committee fees paid or payable to P. Ankcorn 24,000 24,000 Directors fees paid or payable to A. Mehra 12,000 - Directors fees paid or payable to M. Billings 6,000 - Directors fees paid or payable to M. Sayer - 6,000 Professional geological fees paid or payable to M. Flanagan 112,340 - Reimbursement of acquisition, exploration and office expenses paid or payable to M. Flanagan 52,274 Balance with related parties as of April $ $ Amounts due to directors and officers 54,331 29,427 Amounts due from Lamelee Iron Ore Ltd. - 9,891 Advances to The Magpie Mines Inc. 972, ,602 During the year, the Company granted total 2,900,000 incentive stock options to its directors and officers, with fair value of $155,390. Transactions with related parties are measured at the exchange amount of consideration established and agreed to by the related parties

41 NOTE 10 FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT The Company's financial instruments include cash and cash equivalents, marketable securities, other receivable, advance to The Magpie Mines Inc., accounts payable and accrued liabilities and due to directors. The Company designated its cash and cash equivalents as fair value through profit or loss, its marketable securities as available-for-sale, its other receivable and advance to The Magpie Mines Inc. as loans and receivables, and its account payable and accrued liabilities and due to directors as other financial liabilities. The fair values of cash and cash equivalents, other receivable, due to directors and accounts payable and accrued liabilities approximate their carrying values because of their short term nature. The Company recorded the marketable securities at its fair value and the unrealized gains and losses are recorded in the statement of comprehensive income on a net of tax basis. In management's opinion the Company is not exposed to significant interest rate, currency exchange rate or credit risk arising from these financial instruments. The Company is not exposed to derivative financial instruments. Fair Value The Company classifies its fair value measurements within a fair value hierarchy, which reflects the significance of the inputs used in making the measurements as defined in IFRS 7 Financial Instruments Disclosures. Level 1 - Unadjusted quoted prices at the measurement date for identical assets or liabilities in active markets. The fair value of cash and cash equivalents and marketable securities were measured using Level 1 inputs. Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 - Fair values are based on inputs for the asset or liability that are not based on observable market data, which are unobservable inputs. Fair value of marketable securities is assessed at the balance sheet date, based on relevant market information and other information about the financial instruments. Fair values are determined directly by reference to published price quotations in an active market, when available, or by using a valuation technique that uses inputs observed from the markets. Financial Risk Management The Company s activities expose it to a variety of financial risks including credit risk, foreign exchange risk, interest rate risk, liquidity risk and market risk. Credit risk Credit risk is the risk of loss associated with a counter party s inability to fulfill its payment obligations. The Company s credit risk is primarily attributable to its cash and cash equivalents. The Company manages its credit risk on bank deposits by holding deposits in high credit quality banking institutions in Canada. Management believes that the credit risk with respect to other receivable is remote

42 NOTE 10 FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT - Continued Liquidity risk The Company s approach to managing liquidity risk is to ensure that it will have sufficient capital to meet liabilities when due after taking into account the Company s holdings of cash that might be raised from equity financings. As at April 30, 2015, the Company had a cash balance of $84,601 (2014 $1,233,292), marketable securities of $3,240,054 (2014-$4,540,959), sales taxes refundable of $30,262 (2014 $54,076), accrued mining duty receivable of $108,650 ( $40,064), accrued exploration tax credits receivable of $192,588 ( $Nil) and accounts payable and accrued liabilities of $309,110 ( $325,082). All of the Company s accounts payable and accrued liabilities have contractual maturities of less than 60 days and are subject to normal trade terms. The Company believes that these sources will be sufficient to cover the expected short and long term cash requirements. Market risk Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange rates. Interest rate risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate even through the Company has cash balances, and its current policy is to invest excess cash in certificate of deposit or money market funds of major Canadian chartered banks. The money market fund included in cash equivalents bear interest at a fixed rate, and the Company is, therefore, exposed to the risk of changes in fair value resulting from interest rate fluctuations. The sensitivity of the Company to a variation of 1% in the interest rate would not have a significant impact. The Company s other financial assets and financial liabilities do not comprise any interest rate risk since they do not bear interest. a) Foreign currency risk The Company is not exposed to foreign currency risk on fluctuations considering that its assets and liabilities are stated in Canadian dollars. NOTE 11 CAPITAL MANAGEMENT The Company s objective when managing capital is to maintain investor and market confidence and a flexible capital structure which will allow it to execute on its capital expenditure program, which includes expenditures primarily in the exploration and evaluation assets, which may or may not be successful. Therefore, the Company monitors the level of risk incurred in its capital expenditures to balance the equity in its capital structure. The Company manages its common shares as capital. As the Company is in the exploration stage, its principal source of funds is from the issuance of common shares. It is the Company s objective to safeguard its ability to continue as a going concern, so that it can continue to explore and develop its projects for the benefit of its stakeholders. The Company is not subject to any externally imposed capital requirement

43 NOTE 11 CAPITAL MANAGEMENT - Continued The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the exploration and development of its mineral properties. The Board of Directors has not established quantitative capital structure criteria for management, but will review on a regular basis the capital structure of the Company to ensure its appropriateness to the stage of development of the business. The properties in which the Company currently has interest are in the exploration stage and the Company is dependent on external financing to fund its activities. In order to carry out planned exploration and development and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. In order to facilitate the management of capital and maintenance and development of future mining sites, the Company may issue new equity, incur additional debt, option its properties for cash and/or expenditure commitments from optionees, enter into joint venture arrangements, or dispose of certain assets. The Company s investment policy is to hold cash in interest bearing accounts at high credit quality financial institutions to maximize liquidity. In order to maximize ongoing development efforts, the Company does not pay dividends. The Company expects to continue to raise funds, from time to time, to continue meeting its capital management objectives

44 NOTE 12 INCOME TAXES The following table reconciles the expected income taxes expense (recovery) at the Canadian statutory income tax rates to the amounts recognized in the consolidated statements of operations for the years ended April 30, 2015 and 2014: Income (Loss) Before Taxes (17,301,167) (1,784,084) Statutory Tax Rate 26.00% 26.00% Expected Income Tax (Recovery) (4,498,303) (463,862) Non-Deductible items 3,813,072 (205,581) Change in estimates (13,683) - Flow Through Share Renouncement 143, ,694 Flow Through Share Renounce Impact on Flow Through Share Premium (58,910) (230,324) Change in Deferred Tax Asset not Recognized 275,187 - Share issuance cost - (40,094) Total income taxes (recovery) (339,457) (580,167) Deferred taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes. Deferred tax assets (liabilities) at April 30, 2015 and 2014 are comprised of the following: Non capital loss carryforwards 1,001, ,284 Equipment 20,118 19,078 Financial Instruments 275,187 (771,209) Financing Costs 68, ,530 Exploration and Evaluation Assets (3,216,935) (3,385,412) (1,851,613) (3,038,729) Deferred tax asset not recognized 275,187 - Net deferred tax assets (liabilities) (2,126,800) (3,038,729) The Company does not recognize the deferred tax liabilities on $803,741 taxable temporary difference related to the investment associate because the company has control on the timing of the reversal of the temporary difference and temporary difference will not reverse in the foreseeable future

45 NOTE 12 INCOME TAXES - Continued The Company has non capital loss carryforwards of approximately $3,853,691 (2014-$3,412,633) which can be carried forward to apply against future year income tax for Canadian income tax purposes, subject to the final determination by taxation authorities, expiring in the following years: Expiry ,153, ,258, ,058 Total 3,853,691 NOTE 13 SUBSEQUENT EVENTS On June 15, 2015, the Company announced that it had entered into an agreement with The Sheridan Platinum Group Ltd. ( Sheridan ) pursuant to which it will acquire a portfolio of interests held by Sheridan in the Magpie property, the Lac Lamêlée property, the Fermont property, the Longue Pointe de Mingan property, the Desolation Lake property, the Lac au Vent property, the North Shore property and the Villebon property, for a total consideration of $250,000 payable by way of a promissory note due no later than four (4) months from closing and of 10,000,000 common shares of Fancamp issuable upon closing. Highlights of the transaction: Fancamp will acquire 57,721,962 common shares in the capital of The Magpie Mines Inc. ( Magpie Mines ) and, as a result, will increase its total holdings in the capital of Magpie Mines from 46.7% to 96.3% of the issued and outstanding common shares, therefore becoming the controlling shareholder of Magpie Mines. Fancamp will acquire an additional 1.0% net smelter returns royalty on the Magpie property. Fancamp will acquire an additional 1.5% net smelter returns royalty on the Lamêlée property owned by Lamêlée Iron Ore Ltd., a corporation in which Fancamp is a significant shareholder. Fancamp will acquire an additional 1.5% net smelter returns royalty on the Fermont properties. This royalty will thereafter be transferred to Champion Iron Mines Limited, the owner of the Fermont properties, for a total consideration of $300,000, being $50,000 payable in cash upon closing and $250,000 payable by way of a promissory note due no later than four (4) months from closing. Fancamp will increase its position to 100% in the Longue Pointe de Mingan ferro-titanium property, the Desolation Lake iron property, Lac au Vent property, the North Shore property and the Villebon property

46 Fancamp Exploration Ltd. Schedule I - Summary of Deferred Costs on Exploration and Evaluation Assets The following is a summary of exploration and evaluation costs deferred during the year ended April 30, 2015: Exploration and Evaluation Expenditures Incurred As At April 30, 2014 During the Year Ended Ended April 30, 2015 As At April 30, 2015 Exploration Option Expenditures Deferred Deferred Acquisition and Other Net of (Write Downs) Deferred Deferred Acquisition Exploration Costs Payments Exploration (Write Offs) Acquisition Exploration Costs Expenditures Total Incurred (Received) Tax Credits Income/Sales Costs Expenditures Total 100% Owned Abitibi Group, PQ $ 6,239 $ 8,500 $ 14,739 $ - $ - $ - $ 6,239 $ 8,500 $ 14,739 Beauce, PQ 79,108 1,149,187 1,228,295 1,518 (141,840) 21,050 (8,702) 65,321 1,035,000 1,100,321 Bornite Hill, PQ Bruno Hill, PQ ,326 1,326-1,326 Chapais, PQ ,602 1,602-1,602 Clinton, PQ 196, ,627 1,078, ,924 (40,472) 156,390 1,026,551 1,182,940 Fortet Troilus, PQ ,688 Gaspe Bay Group, PQ 40,197 1,189,929 1,230,126 15, ,149 (23,314) 31,963 1,811,078 1,843,041 Inverness, PQ Kalko, PQ ,000 28,695 (48,694) Kinross, PQ ,520 1,380 2,520 1,380 3,900 MTK, PQ 52, , , ,961 (475,589) Noranda, PQ NE Appalachia Group, PQ 9, , ,146 (241,146) Phoenix, PQ 36, , ,686 7,784 36, , ,470 Portage Lake, PQ 2,782 21,523 24,305 1,291 (2,282) ,814 23,314 Stoke Mountain, PQ 109,944 2,193,749 2,303,693 15,172 (15,183) 94,761 2,208,921 2,303,681 Transterre, PQ Becagiumec Lake, NB ,755-3,755 3,755 Downs Gulch, NB ,120 3,120-3,120 Larry's Gulch, NB ,440 1,440-1,440 Lawrence Peak, NB ,316-7,316 7,316 Murray Lake, NB Nason Brook, NB 8, , ,986 (1,700) 16,685 6, , ,971 Northeast Lake, NB ,487-1,487 1,487 Northwest Gold, NB ,340 41,484 30,340 41,484 71,824 Oxford Brook, NB ,200 22,503 10,200 22,503 32,703 Stillwater, NB ,680 1,680-1,680 McFaulds Fancamp, ON 1,290 7,015,594 7,016,884 (822,390) 1,290 6,193,204 6,194,494 Norway Lake, ON 3,201 4,031 7,232 (1,280) 1,921 4,031 5,952 Alder Pond, Maine 80,130 39, ,861 86,328 (206,188) Jointly Held Baie Comeau, PQ Desolation Lake, ON , ,442 26,443 Dieter Lake, PQ Johan Beetz, PQ Longue Pointe de Mingan, PQ Villebon, PQ Royalty Interests Fancamp, PQ Mountain, PQ $ 626,680 $ 13,321,823 $ 13,948,503 $ 90,545 $ (964,230) $ 1,195,784 $ (1,062,851) $ 457,422 $ 12,750,326 $ 13,207,750

47 Fancamp Exploration Ltd. Schedule I - Summary of Deferred Costs on Exploration and Evaluation Assets The following is a summary of exploration and evaluation costs deferred during the year ended April : Exploration and Evaluation Expenditures Incurred As At April 30, 2013 During the Year Ended April 30, 2014 As At April 30, 2014 Exploration Option Expenditures Deferred Deferred Acquisition and Other Net of (Write Downs) Deferred Deferred Acquisition Exploration Costs Payments Exploration (Write Offs) Acquisition Exploration Costs Expenditures Total Incurred (Received) Tax Credits Income/Sales Costs Expenditures Total 100% Owned Abitibi Group, PQ $ - $ - $ - $ 6,239 $ - $ 8,500 $ 6,239 $ 8,500 $ 14,739 Bearn, PQ Beauce, PQ 116,747 1,651,127 1,767, ,887 (593,021) 79,108 1,149,187 1,228,294 Clinton, PQ 227,432 1,549,625 1,777,057 17,554 (788,836) 126, ,299 1,005,774 Clinton/Namex, PQ 70,000 2,327 72,327 70,000 2,327 72,327 Ditton, PQ Fortet Troilus, PQ Gamache, PQ Gaspe Bay Group, PQ 60, , ,161 (2,468) 466,548 (18,115) 40,197 1,189,929 1,230,126 Lac Lamelee, PQ 1,059,976 4,279,595 5,339, ,064 (5,520,635) Lemoine, PQ 1-1 (1) Manic III, PQ 1-1 (1) MTK, PQ 31,250 73, , , ,920 52, , ,628 NE Appalachia Group, PQ 14, , ,044 11,854 (107,753) 9, , ,146 North Megantic, PQ 35, , ,943 (770,943) 1-1 Notre Dame des Bois, PQ ,036 11,691 1,945 (13,636) Phoenix, PQ 36,250 62,049 98,299 38,387 36, , ,686 Portage Lake, PQ 4,441 32,682 37,123 1,672 (14,490) 2,782 21,523 24,305 Stoke Mountain, PQ 157,857 1,711,651 1,869, ,098 (48,241) 109,944 2,193,749 2,303,693 McFaulds Fancamp, ON 1,290 7,372,290 7,373,580 (500,000) 143,304 1,290 7,015,594 7,016,884 Norway Lake, ON 1-1 3,200 5,457 (1,427) 3,201 4,031 7,232 Nason Brook, NB 2, , ,976 6,240 17,769 8, , ,986 Alder Pond, Maine ,130 39,731 80,130 39, ,861 Jointly Held Baie Comeau, PQ Desolation Lake, ON 1-1 6,048 (6,048) 1-1 Dieter Lake, PQ Johan Beetz, PQ Longue Pointe de Mingan, PQ St. Urbain, PQ 1-1 (1) Villebon, PQ Royalty Interests Fancamp, PQ Mountain, PQ $ 1,819,722 $ 18,719,079 $ 20,538,801 $ 94,613 $ (479,500) $ 1,677,738 $ (7,883,147) $ 626,684 $ 13,321,822 $ 13,948,504

48 Fancamp Exploration Ltd. Schedule II - Exploration Expenditures on Exploration and Evaluation Assets April 30, 2015 and 2014 Incurred in the Year Ended April 30, 2015: Camp Engineering, Prospecting, Exploration Drilling Consulting, Ground, Air Tax Total Assays and Sundry Surveys Credits 2015 Beauce $ 4,478 $ 15,910 $ 4,616 $ (3,954) $ 21,050 Clinton 144,807 21,152 15,085 (36,121) 144,923 Frotet Troilus Gaspe Bay Group 228,456 28, ,549 (142,562) 621,149 Inverness 226 (70) 156 Kalko 24,979 6,000 (2,285) 28,694 Kinross 1, (620) 1,380 MTK 107,832 22,039 19,518 (2,429) 146,961 Phoenix 4,000 7,281 (3,497) 7,784 Portage Lake 1,773 (481) 1,292 Stoke Mountain 1,786 11,713 2,242 (570) 15,171 Becagiumec Lake 3,755 3,755 Lawrence Peak 7,316 7,316 Murray Lake Nason Brook 3,131 1,745 11,809 16,685 Northeast Lake 1,487 1,487 Northwest Gold 8,835 4,931 27,718 41,484 Oxford Brook 8,288 4,113 10,103 22,503 Desolation Lake 26, ,441 Alder Pond 53,482 31,065 1,781 86,327 $ 614,353 $ 147,910 $ 626,105 $ (192,588) $ 1,195,784 Incurred in the Year Ended April 30, 2014: Camp Engineering, Prospecting, Exploration Drilling Consulting, Ground, Air Tax Total Assays and Sundry Surveys Credits 2013 Abitibi Group $ - $ - $ 8,500 $ - $ 8,500 Beauce - 47,316 5,571-52,887 Clinton ,727 5,375-17,554 Gaspe Bay Group 170,728 21, , ,548 Lac Lamelee 9, , ,064 MTK 61,916 17, , ,920 NE Appalachia Group - 4,577 7,278-11,854 Notre Dame de Bois - 1, ,945 Phoenix 32,365 2,285 3,738-38,387 Portage Lake - - 1,672-1,672 Stoke Mountain 232,610 33, , ,098 Nason Brook 1,360 1,000 15,409-17,769 Desolation Lake 4,495 1, ,048 McFaulds 127,821 15, ,304 Norway Lake - 5, ,457 Alder Pond - 39, ,731 $ 641,552 $ 374,523 $ 661,663 $ - $ 1,677,738

49 MANAGEMENT DISCUSSION AND ANALYSIS GENERAL The following discussion of performance, financial condition and future prospects should be read in conjunction with the financial statements of the Company and notes thereto for the years ended April 30, 2015 and The Company s reporting currency is Canadian dollars. The date of this Management Discussion and Analysis is August 28, Additional information on the Company is available on SEDAR at and the Company s web site at FORWARD-LOOKING STATEMENTS This report may contain, without limitation, statements concerning possible or assumed future operations, performance or results preceded by, followed by or that include words such as believes, expects, potential, anticipates, estimates, intends, plans, and words of similar connotation, which would constitute forward-looking statements. Forward-looking statements are not guarantees. The reader should not place undue reliance on forward-looking statements and information because they involve risks and uncertainties that may cause actual operations, performance or results to be materially different from those indicated in these forward-looking statements. The Company is under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or other factors. These cautionary statements expressly qualify all forward-looking statements in this MD&A. THE COMPANY Fancamp Exploration Ltd. is a Canadian junior mineral exploration company that continues to evolve into a holder of shares in partner companies together with royalties. These assets enable the Company to generate free cash flow without further shareholder dilution. The Company has an exceptional inventory of resource projects at various stages of development in three provinces. The commodities include gold, base metals, chromium, titanium and iron. The Company is a reporting issuer in British Columbia, Alberta, Ontario and Quebec and its common shares are listed for trading on the TSX Venture Exchange under the symbol FNC. OVERALL PERFORMANCE The Company continues to reduce costs, focusing on grassroots acquisition opportunities that carry with them the discovery and development factor with its still immense potential leverage to shareholder value. Key Company Highlights In November, 2014, the Company entered into option agreement to acquire two grassroots properties, the Northwest Gold and Oxford Brook, in northwest New Brunswick, extending and building on its present reserve of gold and base metal properties in underexplored sectors of Quebec and New Brunswick. On - 1 -

50 December 23, 2014 the Company issued results on the preliminary channel samples taken from the Northwest Gold property. On December 23, 2014, the Company also issued preliminary results from the 795 metre, 9 hole drill program on the Robidoux property (part of the Gaspe Bay claims). A 500 tonne bulk sample has also been collected. In January, 2015, the Company closed the transaction with Uragold Bay Resources Inc. ( Uragold ) regarding the sale of 32 claims in the Beauce region of southern Quebec. As consideration for the sale, Uragold issued 8,000,000 Uragold Units to Fancamp. Each Unit consists of 1 common shares and 1 common share purchase warrant. Each warrant will entitle Fancamp to purchase 1 common share at $0.20 per share during the first 24 months, at $0.30 during the subsequent 25 th to 48 th months and at $0.40 per share during the remaining 49 th to 60 th months. Additionally, Uragold will pay to Fancamp $25,000, spend $400,000 on exploration over the next four years and grant to Fancamp a 3.5% GMR on this claim block. In January, 2015, Fancamp s Magpie representatives met with senior officials of the Pangang Group Limited in China and both parties reiterated commitment to ensuring cooperation to further advance technology exchanges. Pangang also sent representative samples of their Ti02 rich slags and concentrates to Canada for processing using the Company s proprietary Magpie Process. If successful in the production of high purity Ti02, a licencing arrangement might be possible. In June, 2015, the Company entered into an agreement with The Sheridan Platinum Group Ltd., where by Fancamp increased its interest in The Magpie Mines Inc. from 46.7% to 96.3%. See Note 13 Subsequent Events attached to the financial statements for the years ended April 30, 2015 and 2014 and news release dated June 15, 2015, for further information. MARKETABLE SECURITIES Argex Titanium Inc. The Company holds 3,478,500 shares of Argex Titanium Inc. ( Argex ). The Company also holds a 2% NSR, rising to 4% two years after production, on Argex s La Blache property, with an advance royalty of $100,000 to be paid annually. See Note 5 Marketable Securities attached to the financial statements for the years ended April 30, 2015 and Champion Iron Ltd. The Company holds 11,018,333 shares of Champion Iron Ltd. ( Champion ) and a 1.5% non-recourse NSR on the Fermont Iron Holdings. See Note 5 Marketable Securities attached to the financial statements for the years ended April 30, 2015 and KWG Resources Inc. The Company holds 35,000,000 shares of KWG Resources Ltd. See Note 5 Marketable Securities attached to the financial statements for the years ended April 30, 2015 and St-Georges Platinum and Base Metals Ltd. The Company holds 1,173,076 shares of St-Georges Platinum and Base Metals Ltd. See Note 5 Marketable Securities attached to the financial statements for the years ended April 30, 2015 and

51 Uragold Bay Resources Ltd. The Company holds 8,000,000 shares of Uragold Bay Resources Ltd.. See Note 5 Marketable Securities attached to the financial statements for the years ended April 30, 2015 and INVESTMENTS Lamelee Iron Ore Ltd. On September 16, 2013, Fancamp Exploration Ltd. ( Fancamp ), Champion Iron Mines Limited ( Champion ) and Gimus Resources Inc. ( Gimus ) announced the signing of an agreement between all parties to develop Fancamp s Lac Lamêlée South Iron Project (the Project ) in the Fermont Mining District of northeastern Quebec. The transaction closed on December 20, 2013 and Fancamp transferred its 100% interest in the Project in consideration for the issuance by Lamelee Iron Ore Ltd. (formerly Gimus) of 43,000,000 common shares to Fancamp at a deemed price of $0.10 per share and the grant of a royalty corresponding to 1.5% of the net sales price of minerals extracted from the Project. Furthermore, Champion has waived the exercise of its right of first refusal with respect to the transfer of the Project in consideration for the issuance by Lamelee Iron Ore Ltd. (formerly Gimus) of 2,000,000 common shares to Champion at a deemed price of $0.10 per share and the issuance by Fancamp of 4,000,000 common shares of its capital stock at a deemed price of $0.05 per share. In June, 2015, the Company entered into an agreement with The Sheridan Platinum Group Ltd., where by Fancamp increased its royalty interest from 1.5% to 3.0%. See Subsequent Events attached to the financial statements for the years ended April 30, 2015 and 2014 and news release dated June 15, 2015, for further information. See Note 7 Exploration and Evaluation Assets and Note 6 Investments in Associates attached to the financial statements for the years ended April 30, 2015 and The Magpie Mines Inc. In addition to filing a National Instrument ( NI ) Technical Report on the in-pit mineral resource estimates, the Company s 46.7% owned Magpie Mines Inc., successfully completed the Phase 2 Hydrometallurgical Pilot Plant Tests conducted at SGS Lakefield Research Limited ( SGS Lakefield ) on mineralized material from the Magpie Iron-Titanium-Vanadium-Chromium Project ( Magpie ). The Metallurgical Tests conducted by SGS achieved their primary objectives by producing a high-grade synthetic rutile (titanium oxide) concentrate, which has the potential to be used for both titanium pigment and metal producers, and also confirming that the previous process test results achieved at the bench scale were reproduced at the pilot plant scale. Hydrometallurgical test results also show a significant improvement in the quality of the TiO2-grade to approximately 98%. Further, positive results from beneficiation tests conducted by Sichuan Non-Ferrous Metallurgical Institute of China ( SNFT ) resulted in two marketable products Fe-concentrate and TiO2-concentrate. Both are considered Grade-A concentrates. The Company has signed a Memorandum of Understanding with the Pangang Group Limited of Panzhihua, Sichuan Province, China. The agreement ensures the cooperation of both parties to further advance technology exchanges with respect to Pangang s smelting and beneficiation technologies and their possible applications for the Magpie TitaniumVanadium-Chromium magnetite mineralization. Test results on bulk samples submitted to Pangang were reported by news release dated October 27 th The outcome was positive and the iron concentrate produced by beneficiating this material meets Pangang s specifications for acceptable ore. Magpie has received a shipment from Pangang containing samples of Ti02-concentrates and BF-slags. Magpie will carry out metallurgical tests on these samples - 3 -

52 using Magpie s proprietary hydrometallurgical technology for the recovery of premium Ti02 product. The Magpie Mines Inc. has submitted a provisional application for a patent to the U.S. Patent and Trademark Office (USPTO) for a new process, The Magpie Process, related to the production of highgrade synthetic rutile from its Magpie titanium-bearing ores. Final approval of the US Non-Provisional Patent application and companion Patent Co-Operation Treaty (PCT) patent application is expected in In June, 2015, the Company entered into an agreement with The Sheridan Platinum Group Ltd., where by Fancamp increased its interest in The Magpie Mines Inc. from 46.7% to 96.3%. See Note 13 Subsequent Events, Note 6 Investment in Associates attached to the financial statements for the years ended April 30, 2015 and 2014 and news release dated June 15, 2015, for further information. SIGNIFICANT MINERAL PROPERTIES McFaulds Fancamp Property, Ontario This 100% owned, 4 claim unit, property in Ring of Fire in Northern Ontario remains subject to option agreements with Bold Ventures Inc., whereby Bold may earn up to a 100% interest, with Fancamp retaining a Gross Metal Royalty ("GMR"). The GMR would entitle Fancamp to be paid 2% of the total revenue from the sale of all metals and mineral products from the Property from the commencement of Commercial Production. Once all of the capital costs to bring the Project to the production stage have been recovered, the GMR may be scaled up to a maximum of 4% of the total revenue from the sale of all metals and mineral products from the Property contingent upon the prices of products sold from the Property. Bold has reassigned the chromite rights on the property to KWG, whereby KWG may earn up to an 80% interest in those rights by assuming the monetary and exploration expenses of the original Bold option pro rata. On July 20, 2015, KWG Resources Inc. announced that it had filed an updated NI technical report on this property ( Koper Lake Project ) increasing the inferred chromite resource to 85.9 million tonnes at 34.5%. Refer to KWG Resources Inc. news release dated July 20, 2015 for further details. See Note 7 Exploration and Evaluation Assets attached to the financial statements for the years ended April 30, 2015 and Quebec Eastern Township Properties Fancamp is currently one of the larger property owners in the Appalachian mountains of the Eastern Townships of Quebec. Grassroots prospecting, accompanied by drilling on some of these properties has identified potentially promising mineralization in several areas, the most interesting to date being the results on the Stoke Mountain and Clinton Properties outlined below. Stoke Mountain Property, Quebec The Company has earned a 100% interest in 44 claim units of this prospective gold, copper and zinc property, located some 56 miles southwest of the Company s Beauce gold property. The Company also holds 208 claim units acquired by staking. Recent drilling intersected 7.29% Cu/6.40m some 135 metres down plunge of the Phelps Dodge intersection, 56 metres below surface, of 6.34% Cu/5.10m. Downhole IP and a surface gravimetric survey have defined further targets associated with this copper zone, which remain to be drill tested. This gravity modelling also indicated the presence of a similar and as yet untested target some 900m long, 700m to the northwest of the known copper zone. In addition, IP surveys and soil geochemical surveys conducted in the fall 2013 have also outlined a previously unknown anomalous gold target which also remains to be drill tested. See Note 7 Exploration and Evaluation Assets attached to the financial statements for the years ended April 30, 2015 and

53 Clinton Property, Quebec The Company has earned a 100% interest in 117 claim units of this prospective gold, copper and zinc property, located some 65 km ESE of Stoke. The Company currently maintains a total 120 claim units. During the year, three holes were drilled on the V zone that intercepted five mineralized zones with the following results: Hole Zone From m To m Length m CL V CL V CL V CL V CL V See Note 7 Exploration and Evaluation Assets attached to the financial statements for the years ended April 30, 2015 and The Beauce Property, Quebec The Company holds a total of about 372 claims on the Chaudière River, 63 miles south of Quebec City. The property includes most of the historic Gilbert River placer district, site of Canada's first major placer gold rush in the mid nineteenth century. Two main target types are believed to be present, small, high grade lode deposits, to account for the placers themselves, (which yielded nuggets in excess of forty ounces) and large tonnage, low grade gold deposits related to regional scale silicification and mineralization, found in the strongly deformed siltstones, shales and tuffaceous rocks characteristic of this part of the Appalachians. The Company has carried out extensive exploration drilling over the years on this large property which identified very favourable geology for gold mineralization, but so far, only geochemically anomalous results. Given the size of the property and the presence of this historic placer which properly could be considered a major geochemical anomaly in itself, the real potential for discovery remains high. On January 22, 2015, the Company completed the transaction to transfer its 100% interest in 32 of the Beauce property claims (the Property ) in consideration for the issuance by Uragold Bay Resources Inc. ( Uragold ) of 8,000,000 common shares to Fancamp at a deemed price of $0.045 per share, the issuance of 8,000,000 warrants exercisable at prices between $0.20 and $0.40 per share over 5 years and the grant of a 3.5% gross metal royalty on any gold production from the acquired claims. See Note 7 Exploration and Evaluation Assets attached to the financial statements for the years ended April 30, 2015 and Gaspe Bay Group (Robidoux) Property, Quebec A 500 tonne bulk sample has been collected following favorable metallurgical test results from an initial sample of 5 kilograms from the A zone vein. This initial sample, comprised of quartz vein material was sent to the URSTM (Unité de recherche et de service en technologie minérale) laboratory in Rouyn- Noranda to test for gravimetrically recoverable gold. The head grade of this sample was g/t Au and 8.9 g/t Ag. The free gold recovery was 86.1% for gold and 70.3% for silver. A drilling program was also recently completed on the Robidoux property. A total of 795 metres of NQ drilling in nine drill holes was completed on December 10 th, The program tested the A Zone vein to vertical depths of 35 to 155 metres, and a splay fault hosting a feeder vein to the A Zone to vertical depths of 30 to 70 metres. The A Zone vein was intersected in all 5 holes drilled on the vein, with true widths estimated to vary from 10 cm to 0.8 metres. The 4 holes drilled on the splay fault feeder zone showed a complex relationship of folded and faulted veins, vein fragments and stockworks and breccias within Cu % Zn % Ag g/t Au g/t

54 graphitic to silicified siltstones to mudstones locally showing cataclasite textures. Visible gold was observed in these four holes, particularly in samples showing crack and seal textures. Drilling on this structural corridor was over a strike distance of 80 metres and across widths in the order of 5 to 10 metres. Core recovery was poor in some intervals, particularly closer to surface. The high grade quartz boulders reported in the news release of October 22, 2014 appear to have originated from this splay fault feeder zone. Northwest Gold, New Brunswick Preliminary channel samples have been completed on the Northwest Gold property located in northwestern New Brunswick. Four mineralized occurrences outlined by the property vendor (refer to FNC news release of November 19 th, 2014) over a north-northeast trending strike length of 600 metres were trenched and sampled in late November and early December. A fifth trench was dug across the strike of the regional structural trend which hosts the known occurrences. The occurrence of principal interest, termed the Dome vein, is comprised of a folded, fractured and faulted milky white quartz vein varying in width from thin veinlets to 0.5 metres, hosted within strongly foliated sericite schist. The Dome vein trench was dug to a depth below surface of about 4 metres. At current exposure levels the vein pinches out to the northeast and southwest along strike. This vein was sampled by a series of fourteen 0.5 metre long channel samples, to represent a volume of approximately 20 sq. metres of quartz vein and host rock material. Visible gold was recognized in 6 of the channel samples. All samples were analyzed using metallic sieve method to minimize the nugget effect (Au-SCR21). For this method, two size fractions of <100 microns and >100microns were analyzed after screening to yield a weighted average grade for each sample based proportionately on the weight of each fraction. The 14 samples gave an average grade of 5 g/t, with a maximum value of 57.6 g/t over 0.5 metres. A second vein, approximately 120m south-southwest of the Dome vein was sampled at various locations over a 30 metre strike length and gave results of 60 ppb to 280 ppb Au. Further south-southwest, about 310 metres from the Dome vein, a grab sample of quartz vein material from a small outcrop exposure gave a result of 32.1 g/t Au. Most recently a new trench was dug across the strike of the regional structural trend and revealed a new occurrence, approximately 160 metres southeast of the Dome vein with a quartz vein hosted in highly carbonatized fine sandstone and showing visible gold with chalcopyrite and malachite. Further trenching and sampling are planned for this new occurrence. These preliminary results serve to confirm the results reported by the vendor since the discovery in 2011 and provide encouragement for further trenching and sampling work in See Note 7 Exploration and Evaluation Assets attached to the financial statements for the years ended April 30, 2015 and Oxford Brook, New Brunswick Oxford Brook, is a base metal discovery, brand new, in an overburden covered area never before examined and devoid of reported mineralized zones. The vendors discovered the bedrock mineralization in a newly bulldozed lumber road located in a little known belt of volcanics and intrusives extending for some 30 km in a NE direction. No previous mineralization has been reported from this belt, which given this discovery, is obviously highly prospective. The property covers some 11,500 acres along the 30 km strike length. The exposed mineralized zone forms a gossanous, blocky exposure some 100 feet along the road. Grab samples, reported and published by the vendors, run up to 60 g/t Ag, 9% Zn and 3.4% Pb. Gold values up to 3 g/t were also reported. No ground geophysics or drilling has ever been carried out in this area, and the last airborne surveys date back to the early 80 s. These latter survey results, will of course be re-evaluated. Further trenching is planned together with geophysics to get a handle on its potential size. See Note 7 Exploration and Evaluation Assets attached to the financial statements for the years ended April 30, 2015 and

55 Alder Pond, Maine, U.S.A. The Company has written off all costs incurred in relation to this project and withdrawn from any negotiations on as it is no longer considered viable. Other Properties See Note 7 Exploration and Evaluation Assets attached to the financial statements for the years ended April 30, 2015 and 2014 for further information on the Company s other mineral property holdings. SELECTED ANNUAL INFORMATION Years Ended April Revenue 172, , ,911 Expense 1,035,048 1,620,999 2,102,592 Net Income (Loss) (16,961,710) (1,203,917) (1,786,066) Earnings (Loss) Per Share - basic and diluted (0.12) (0.01) (0.02) Working Capital (Deficiency) 3,361,374 5,697,639 9,153,932 Total Assets 22,335,858 31,348,072 35,251,487 Exploration and Evaluation Interests 13,207,750 13,948,504 20,538,800 Total Liabilities 2,780,120 3,673,441 4,808,190 RESULTS OF OPERATIONS The Company reported a net loss of $16,961,710 for the year ended April 30, 2015, compared to a net loss of $1,203,917 for April 30, The net loss in 2015 can be mainly attributed to the recognition, in Gain (Loss) on Investments, of a permanent write down in the value of the Company s Champion Iron Limited, the recording of stock based compensation and the write down or write off of mineral properties. A loss of $12,963,228 and $2,864,000 was recorded to reflect the sustained lower share price of the Company s marketable securities and investment in associate, respectively. The Company has also written down mineral properties by $91,234, written off mineral properties by $971,617 and recorded stock based compensation charges of $190,252. The net loss in 2014 can be mainly attributed to the recording of stock based compensation, increased legal and consulting fees incurred and the write down or write off of mineral properties. The Company wrote down mineral properties by $1,608,419, wrote off mineral properties by $754,092 and recorded stock based compensation charges of $203,065. Administration and general costs were significantly higher in 2014 due to the legal, and management and consulting fees incurred and the increased costs incurred in connection with the holding of the Company s annual general meeting. SUMMARY OF QUARTERLY RESULTS The income for the current period is from property royalty and option payments. Selected financial information for the quarter ended April 30, 2015 and the preceding 7 quarters: - 7 -

56 Summary of Quarterly Results IFRS IFRS IFRS IFRS 1st Quarter 2nd Quarter 3rd Quarter 4rd Quarter Three Months Ended July 31, 2014 October 31, 2014 January 31, 2015 April 30, 2015 Mineral Property Option and Royalty Revenue $12,500 $112,500 $12,500 $32,500 Net Income (Loss) ($353,012) ($139,440) ($182,791) ($16,286,467) Income (Loss) Per Share ($0.01) $0.00 $0.00 ($0.12) Fully Diluted Income (Loss) Per Share ($0.01) $0.00 $0.00 ($0.12) IFRS IFRS IFRS IFRS 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Three Months Ended July 31, 2013 October 31, 2013 January 31, 2014 April 30, 2014 Mineral Property Option Revenue $12,500 $12,500 $162,500 $32,500 Net Income (Loss) ($158,806) ($626,311) ($1,616,117) $1,197,317 Income (Loss) Per Share $0.00 $0.00 ($0.02) $0.01 Fully Diluted Income (Loss) Per Share $0.00 $0.00 ($0.02) $0.01 FINANCING On May 8, 2014, the Company issued 515,083 common shares, at a price of $0.06, pursuant to the exercise of agent s warrants. In July, 2014 the TSX Venture Exchange approved the Company to purchase under a Normal Course Issuer Bid ( NCIB ), up to 10% of the public float, which was equal to 10,310,745 common shares, over the twelve month period ending July, In July, 2014, under the approved NCIB, 1,595,000 common shares were repurchased and cancelled at an average price of $0.06 per share for $99,670. In August, 2014, 200,000 common shares were repurchased and cancelled at an average price of $0.06 per share for $12,000. In January, 2015, the Company terminated the NCIB. See Note 8 Share Capital attached to the financial statements for the years ended April 30, 2015 and 2014 for further information on the Company s financing activities. LIQUIDITY AND CAPITAL RESOURCES The Company is an exploration stage company in the business of mineral exploration. It is in the process of exploring its mineral properties interests and has not yet determined whether these properties contain ore reserves that are economically recoverable. With no producing properties, the Company has no current operating income or cash flow. All of the Company s short and medium-term operating and exploration cash flow is derived through external financing, joint venture option and royalty payments. The Company had working capital of $3,361,374 as at April 30, 2015 ( $5,697,639). OFF BALANCE SHEET ARRANGEMENTS The Company has no off balance sheet arrangements. ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE Additional disclosure concerning the Company s general and administrative expenses and exploration and evaluation expenses is provided in the Company s Statements of Operations and Comprehensive Loss and Equity sections in its financial statements for the years ended April 30, 2015 and DISCLOSURE OF OUTSTANDING SHARE DATA Fancamp Exploration Ltd. is listed on the TSX Venture Exchange under the symbol FNC

57 The Company is authorized to issue an unlimited number of common shares and on April 30, 2015 there were 138,909,236 common shares issued and outstanding. See Note 8 Share Capital attached to the financial statements for the years ended April 30, 2015 and As at April 30, 2015, the Company has 138,909,236 common shares outstanding, 11,645,000 stock options outstanding, and 10,000,000 share purchase warrants outstanding. RELATED PARTY TRANSACTIONS See Note 9 Related Party Transactions and Balances attached to the financial statements for the years ended April 30, 2015 and ENVIRONMENTAL CONTINGENCY The Company s exploration and development activities are subject to various government laws and regulations relating to the protection of the environment. These environmental regulations are continually changing and generally becoming more restrictive. At April 30, 2015 the Company does not believe that there are any significant environmental obligations requiring expenditures in the foreseeable future. RISK AND UNCERTAINTIES The Company is in the mineral exploration and development business and as such, is exposed to a number of risks and uncertainties inherent in this business. The industry is capital intensive and subject to fluctuations in metal prices, market sentiment, foreign exchange and interest rates. There is no certainty that properties which the Company has deferred as assets on its balance sheet will be realized at the amounts recorded. The only source of future funds for further exploration programs or for the development and commercial production of economic ore bodies are the sale of equity capital or the offering by the Company of an interest in its properties to be earned by another party carrying out further exploration or development. There is no assurance that such sources of financing will be available, however, management feels that it can achieve success in this area for the near future. CHANGES IN ACCOUNTING POLICIES AND NEW ACCOUNTING DEVELOPMENTS Standards issued but not yet effective up to the date of issuance of the Company s financial statements are listed below. This listing is of standards and interpretations issued, which the Company reasonably expects to be applicable at a future date. The Company intends to adopt those standards when they become effective. The Company does not expect the impact of such changes on the financial statements to be material. IFRS 9 IAS 24 Financial Instruments: Classification and Measurement Related Party Disclosure Basis of Measurement The financial statements have been prepared on the historical cost basis. Functional and Presentation Currency The financial statements are presented in Canadian dollars, which is the Company s functional currency. Significant Accounting Judgments and Estimates The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of commitments - 9 -

58 and contingencies at the date of the financial statements and the reported amount of revenues and expenses during the period. Significant assumptions about the future and other sources of estimation uncertainty that management has made at the statement of financial position date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following: the recoverability of receivables and prepaid expenses which are included in the statement of financial position; the estimated useful lives of equipment which are included in the statement of financial position and the related depreciation included in the statement of operation and comprehensive loss; the estimated value of the exploration and development costs which is recorded in the statements of financial position the inputs used in accounting for share based payments expense in the statements of operations and comprehensive loss; the composition of deferred income tax assets and liabilities included in the notes to the financial statements; the inputs used in determining the various commitments accrued in the statements of financial position; the assessment of indications of impairment of each mineral property and related determination of the net realizable value and write-down of those properties where applicable. CONTROLS AND PROCEDURES The Chief Executive Officer and the Chief Financial Officer of the Company are responsible for designing a system of internal controls over financial reporting, or causing them to be designed under their supervision, in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with Canadian generally accepted accounting principles. We have designed and implemented a system of internal controls over financial reporting which we believe is effective for a company of our size. During the review of the design of the Company s control system over financial reporting it was noted that due to the limited number of staff, there is an inherent weakness in the system of internal controls due to our inability to achieve appropriate segregation of duties. The limited number of staff may also result in identifying weaknesses with respect to accounting for complex and non-routine transactions due to a lack of technical resources, and a lack of controls governing our computer systems and applications within the Company. While management of the Company has put in place certain procedures to mitigate the risk of a material misstatement in the Company s financial reporting, it is not possible to provide absolute assurance that this risk can be eliminated. INVESTOR RELATIONS As of April 30, 2015, the Company does not have any investor relation contracts. BOARD OF DIRECTORS At the Company s annual meeting held on October 30, 2014, Mel De Quadros, Gilles Dubuc, Paul Ankcorn, Peter H. Smith, Debra Chapman, Ashwath Mehra, Fouad Kamaleddine and Mark Billings were elected to serve as directors for the forthcoming year. Gilles Dubuc passed away in January, 2015 and a new director has not been appointed in his stead. ADVISORY BOARD The Company has an Advisory Board which includes John Harvey P.Eng., Mackenzie Watson P.Eng, Ali Al Hazeem and Michael Sayer

59 SUBSEQUENT EVENTS A former director and officer of the Company has filed a lawsuit claiming damages for wrongful dismissal and defamation against the Company and Peter H. Smith. The Company believes these acquisitions to be baseless and feels very confident that it will not be found liable. For further information on subsequent events, see Note 13 - Subsequent Events attached to the financial statements for the years ended April 30, 2015 and For further information see the Company s website: