UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~February~~May 2831, 2015

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

For the transition period from ______to______.

Commission File Number: 333-149552

RIMROCK GOLD CORP.

(Exact name of registrant as specified in charter)

NEVADA

75-3266961

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employee

Identification No.)

3651 Lindell Rd. Suite D155

Las Vegas, NV, 89103

(Address of Principal Executive Offices)(Zip Code)

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

N/A

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

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

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock. As of ~~April~~July 20, 2015, the registrant had ~~110~~780,~~725~~761,~~566~~ 356 shares of common stock issued and outstanding.

RIMROCK GOLD CORP. AND SUBSIDIARIES

FORM 10-Q

~~February~~May 2831, 2015

INDEX

PART I— FINANCIAL INFORMATION
PART I—FINANCIAL INFORMATION
Item 1.	Condensed consolidated Financial Statements - Unaudited	F-1 to F-1621
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1720
Item 4.	Controls and Procedures	1820
PART II— OTHER INFORMATION
PART II—OTHER INFORMATION
Item 1	Legal Proceedings	1821
Item 1A.	Risk Factors	1821
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1821
Item 3.	Defaults Upon Senior Securities	1921
Item 4.	Mine Safety Disclosures	1922
Item 5.	Other Information	1922
Item 6.	Exhibits	1922
SIGNATURE		1923

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

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

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

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

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

USE OF CERTAIN DEFINED TERMS

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

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

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

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

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

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

RIMROCK GOLD CORP. ~~(FORMERLY TUCANA LITHIUM CORP.)~~ AND SUBSIDIARIES

CONTENTS

PAGE	F-2	CONDENSED CONSOLIDATED BALANCE SHEETS AS OF ~~FEBRUARY~~MAY 2831, 2015 (UNAUDITED) AND AS OF AUGUST 31, 2014 (AUDITED).
PAGE	F-3	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED ~~FEBRUARY~~MAY 2831, 2015 AND 2014 (UNAUDITED).
PAGE	F-4	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE ~~SIX~~NINE MONTHS ENDED ~~FEBRUARY~~MAY 2831, 2015 AND 2014 (UNAUDITED).
PAGE	F-5	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE ~~SIX~~NINE MONTHS ENDED ~~FEBRUARY~~MAY 2831, 2015 AND 2014 (UNAUDITED).
PAGE	F-6 to F-1621	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

F-1

RIMROCK GOLD CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Expressed in United States Dollar)

	February 28,			August 31,
	May 31,			August 31,
	2015			2014
	(Unaudited)			(Audited)
	$			$
ASSETS
Current assets
Cash		12,~~586~~224			472
Prepaid and sundry		2,~~334~~359			909
Total current assets		34,~~920~~583			1,381
Non-current assets
Mining property claims [Note 6]		394,970			394,970
Equipment, net		1,~~878~~724			612
Total assets		~~400~~401,~~768~~277			396,963
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current liabilities
Accounts payable and accrued liabilities		~~113~~118,~~315~~805			134,189
Short term advance [Note 7(a)]		~~50,000~~—			50,000
Advances from a related party [Note 7(b)]		3116,~~042~~745			22,418
Convertible notes at fair value [Note 9]		~~391~~293,~~117~~383			241,864
Shares to be issued		4,740			4,740
Derivative liabilities [Note 10]		~~506~~25			521
Total current liabilities		~~590~~433,~~720~~698			453,732
Going concern [Note 3]
Related party transactions [Note 8]
Contingencies and commitments [Note 13]
Subsequent events [Note 14]
Stockholders' deficiency
Stockholders’ deficiency
Preferred stock, $0.001 par value, 1,000,000 shares authorized, nil preferred shares outstanding at 28 February, 2015 and August 31, 2014, [Note 11]		-			-
Preferred stock, $0.001 par value, 1,000,000 shares authorized, nil preferred shares outstanding at May 31, 2015 and August 31, 2014, [Note 11]		—			—
Common stock, $0.001 par value, 1,900,000,000 shares authorized, 51,664,627 common shares outstanding as at 28 February, 2015 and 37,664,627 as at August 31, 2014, [Note 11]		51,665			37,665
Common stock, $0.001 par value, 1,900,000,000 shares authorized, 402,855,406 common shares outstanding as at May 31, 2015 and 37,664,627 as at August 31, 2014, [Note 11]		402,856			37,665
Additional paid-in capital		43,~~069~~951,~~935~~194			3,803,935
Shares to be issued [Note 12]		80,000			—
Accumulated deficit		(4,~~391~~466,~~552~~471	)		(3,898,369	)
Total stockholders' deficiency		(189,952	)		(56,769	)
Total stockholders’ deficiency		(32,421	)		(56,769	)
Total liabilities and stockholders' deficiency		400,768			396,963
Total liabilities and stockholders’ deficiency		401,277			396,963

See accompanying notes

F-2

RIMROCK GOLD CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in United States Dollar)

	For the			For the
	three months ended			three months ended
	February 28, 2015			February 28, 2014
	May 31, 2015			May 31, 2014
	(Unaudited)			(Unaudited)
	$			$
EXPENSES
Professional fees		31,225			92,992
Professional fees [Note 11]		112,648			235,823
Consulting fee [Note 11]		280,000			—
Reversal of professional fees [Note 11]		(280,000	)		—
Day one interest expense on convertible notes [Note 9]		30,060			-
Interest expense (including day one interest expense on convertible notes) [Note 9]		117,579			52,573
Changes in fair values of convertible notes and derivative [Note 10]		3118,~~860~~465			—8,082
Rent and occupancy costs		—			375
Office and general		6,073			10,399
Office and general		2,232			2,979
Depreciation		154			30
Depreciation		154			43
Total operating expenses		74,919			306,907
Total operating expenses		347,531			96,389
Net loss from operations before income taxes		(74,919	)		(306,907	)
Net loss from operations before income taxes		(347,531	)		(96,389	)
Income taxes		—			—
Net loss for the period		(~~347~~74,~~531~~919	)		(96306,~~389~~907	)
Loss per share, basic and diluted		(0.010005	)		(0.000082	)
Weighted average number of common shares outstanding		42,383,728			36,164,627
Weighted average number of
common shares outstanding		152,077,783			37,511,849

See accompanying notes

F-3

RIMROCK GOLD CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in United States Dollar)

	For the			For the
	six months ended			six months ended
	nine months ended			nine months ended
	February 28, 2015			February 28, 2014
	May 31, 2015			May 31, 2014
	(Unaudited)			(Unaudited)
	$			$
EXPENSES
Professional fees		127,336			327,092
Professional fees [Note 11]		239,984			562,915
Consulting fee [Note 11]		280,000			—
Interest expense (including day one interest expense on convertible notes) [Note 9]		179,015			52,763
Day one interest expense on convertible notes [Note 9]		61,436			-
Changes in fair values of convertible notes and derivative [Note 10]		130,767			8,082
Changes in fair values of convertible notes and derivative [Note 10]		12,302			—
Mining property maintenance fee [Note 6]		7,085			7,584
Rent and occupancy costs		—			3,283
Office and general		410,~~835~~908			920,~~871~~080
Depreciation		~~189~~343			86116
Total operating expenses		~~493~~568,~~183~~102			~~347~~654,~~916~~823
Net loss from operations before income taxes		(~~493~~568,~~183~~102	)		(~~347~~654,~~916~~823	)
Income taxes		—			—
Net loss for the period		(~~493~~568,~~183~~102	)		(~~347~~654,~~916~~823	)
Loss per share, basic and diluted		(0.010074	)		(0.010177	)
Weighted average number of common shares outstanding		39,997,960			35,770,428
Weighted average number of
common shares outstanding		76,221,441			36,917,650

See accompanying notes

F-4

RIMROCK GOLD CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in United States Dollar)

	For the			For the
	six months ended			six months ended
	nine months ended			nine months ended
	February 28, 2015			February 28, 2014
	May 31, 2015			May 31, 2014
	(Unaudited)			(Unaudited)
	$			$
OPERATING ACTIVITIES
Net loss for the period		(~~493~~568,~~183~~102	)		(~~347~~654,~~916~~823	)
Items not affecting cash
Depreciation		~~189~~343			86116
Changes in fair values of convertible notes and derivative [Note 10]		12130,~~302~~767			-—
Day one interest expense on convertible notes [Note 9]		61,436			—
Day one excess value interest expense on convertible notes [Note 9]		173,706			58,913
Issuance of common stock for services		~~360~~160,000			~~277~~381,500
Change in prepaid and sundry		(1,~~425~~450	)		5,596
Change in accounts payable and accrued liabilities		(2015,~~874~~384	)		43102,~~597~~542
Net cash used in operating activities		(81120,~~555~~120	)		(21106,~~137~~156	)
INVESTING ACTIVITIES
Acquisition of equipment		(1,455	)		—
Purchase of equipment		(1,455	)		—
Net cash used in investing activities		(1,455	)		—
Advances from a related party		(5,673	)		(19,120	)
Net cash used in investing activities		(7,128	)		(19,120	)
FINANCING ACTIVITIES
Proceeds from convertible note payable		75,500			—
Proceeds from issuance of convertible notes		129,000			100,000
Advances from/(to) related parties		8,624			(19,927	)
Issue of common stock, net of issuance costs		—			4,740
Net cash provided by/(used in) financing activities		84129,~~124~~000			~~(15~~104,~~187~~740	)
Net decrease in cash during the period		1,114			(36,324	)
Net increase (decrease) in cash during the period		1,752			(20,536	)
Cash, beginning of period		472			36,449
Cash, end of period		12,~~586~~224			~~125~~15,913

See accompanying notes

F-5

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~FEBRUARY~~MAY 2831, 2015

(Expressed in United States Dollars)

1.	ORGANIZATION AND NATURE OF OPERATIONS

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

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

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

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

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

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

2.	BASIS OF PRESENTATION

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation ~~have~~ have been included. Operating results for the ~~six~~three and nine months ended ~~February~~May 2831, 2015 are not necessarily indicative of the results that may be expected for the year ending August 31, 2015. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended August 31, 2014.

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

3.	GOING CONCERN

~~These~~The accompanying unaudited interim condensed consolidated financial statements have been prepared assuming the Company will continue on a going concern basis. The Company has incurred losses during the ~~six~~three and nine months ended May 31, 2015 amounting to $~~493~~74,~~183~~919 and $568,102 and has accumulated deficit of $4,~~391~~466,~~552~~471 as at ~~February~~May 2831, 2015. The ability of the Company to continue as a going-concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. Management is actively targeting sources of additional financing to provide continuation of the Company’s operations. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing. The Company is actively seeking financing to fully execute the next phase of the Company’s exploration campaign and future acquisitions. Any capital raised will be through either a private placement or a convertible debenture and will result in the issuance of common shares from the Company’s authorized capital. The Company believes it can satisfy minimum cash requirements for the next twelve months with either an equity financing, convertible debenture or if needed, loans from shareholders.

F-6

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~FEBRUARY~~MAY 2831, 2015

(Expressed in United States Dollars)

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

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

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

4.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Exploration Stage Company

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

Convertible notes

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

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

Mineral Properties and Exploration and Development Costs

The costs of acquiring mineral rights ~~are~~ are capitalized at the date of acquisition. After acquisition, various factors can affect the recoverability of the capitalized costs. If, after review, management concludes that the carrying amount of a mineral property is impaired, it will be written down to to estimated fair value. Exploration and pre-extraction expenditures incurred on mineral properties are expensed as incurred until such time the Company exits the Exploration Stage by establishing proven or probable reserves, as defined by the SEC under Industry Guide 7, through the completion of a “final” or “bankable” feasibility study. Development costs incurred on proven and probable reserves will be capitalized. Upon commencement of production, capitalized costs will be amortized using the unit-of-production method over the estimated life of the ore body based on proven and probable reserves (which exclude non-recoverable reserves and anticipated processing losses). When the Company receives an option payment related to a property, the proceeds of the payment are applied to reduce the carrying value of the exploration asset. Under Industry Guide 7, the Company does not have proven or probable reserves.

F-7

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~FEBRUARY~~MAY 2831, 2015

(Expressed in United States Dollars)

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

5.	RECENT ACCOUNTING PRONOUNCEMENTS

Recently Issued Accounting Standards

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

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

InOn ~~April~~May 28, 2014, the FASB issued ~~ASU~~a ~~2014-08,~~new financial ~~"Presentation~~accounting ofstandard ~~Financial~~on ~~Statements~~revenue ~~and~~from ~~Property,~~contracts ~~Plant~~with customers, ~~and~~Update ~~Equipment~~No. 2014-09, ~~Reporting~~Revenue ~~Discontinued~~from ~~Operations~~Contracts ~~and~~with ~~Disclosures~~Customers (Topic of606). ~~Disposals~~The ofstandard ~~Components~~outlines ofa ansingle ~~Entity'',~~comprehensive ~~which~~model ~~revises~~for ~~what~~entities ~~qualifies~~to asuse ain ~~discontinued~~accounting ~~operation,~~for ~~changes~~revenue ~~the~~arising ~~criteria~~from ~~for determining~~contracts ~~which~~with ~~disposals~~customers ~~can~~and besupersedes ~~presented~~most ascurrent ~~discontinued~~revenue ~~operations~~recognition ~~and~~guidance. ~~modifies~~The ~~related~~accounting ~~disclosure~~standard ~~requirements.~~is ~~This~~effective ~~ASU~~for ~~will~~annual ~~be effective~~reporting ~~for~~periods ~~the~~(including ~~Company~~interim ~~for~~reporting ~~applicable~~periods ~~transactions~~within ~~occurring~~those periods) beginning after ~~October~~December 115, ~~2015~~2017. Early adoption is not permitted. The Company ~~will~~is ~~prospectively~~currently ~~apply~~evaluating the ~~guidance to~~impact ~~applicable~~of ~~transactions~~this accounting standard.

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

Recently Adopted Accounting Standards

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

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

6. MINERAL PROPERTY CLAIMS

As of February 28, 2015, the Company had Gold Properties in Nevada. These mineral properties are acquired through purchase or lease agreements and are subject to varying royalty interests and lease payments. During the six months ended February 28, 2015, maintenance payments of $7,085 (six months ended February 28, 2014 – $7,584) were required to maintain these mineral properties.

Mineral property claims acquisition costs consist of the following:

	February 28, 2015		August 31, 2014
Rimrock Property, West Silver Cloud and Pony Spur (a)	$	74,970	$	74,970
Silver Cloud Property (b)	$	305,000	$	305,000
Ivanhoe Creek Property (c)	$	15,000	$	15,000
	$	394,970	$	394,970

F-8

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~FEBRUARY~~MAY 2831, 2015

(Expressed in United States Dollars)

6. MINERAL PROPERTY CLAIMS ~~(Continued)~~

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

Mineral property claims acquisition costs consist of the following:

	May 31, 2015		August 31, 2014

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

a.	Rimrock Property, West Silver Cloud and Pony Spur

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

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

b.	Silver Cloud Property

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

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

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

c. Ivanhoe Creek Property

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

F-9

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~FEBRUARY~~MAY 2831, 2015

(Expressed in United States Dollars)

The ~~Nevada~~Company ~~claims~~issued ~~are~~1,000,000 ~~located on Federal land~~shares ~~administered by the Bureau~~ of ~~Land~~its ~~Management~~common ~~(BLM).~~stock ~~In order for the Company~~ to ~~maintain~~a consultant and ~~hold~~paid ~~its~~legal ~~Nevada~~charges ~~claims~~of ~~the Company is required to pay the BLM fees totaling~~ $~~105~~30,000 ~~per~~in ~~year~~connection ~~due~~with ~~every~~the ~~August 31~~transaction. The Intotal transaction ~~addition,~~costs ~~the~~of ~~Company~~$180,000 ishave ~~required~~been toincluded ~~pay Elko County fees~~ in ~~totaling~~the ~~$7,100~~cost ~~per~~of ~~year~~the ~~due~~assets ~~every October 31~~acquired.

c.	Ivanhoe Creek Property

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

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

7.	ADVANCES

a.	Short term advance

This iswas a short-term bridge loan from a non-related party and ~~will~~was berepayable ~~repaid and borrowed frequently based~~ on ~~the Company’s operation requirement~~demand. The amount iswas non-interest bearing, unsecured and due on demand. During the current quarter, the entire amount was converted into a convertible promissory note to Gold Coast Capital as disclosed in notes 9 and 10.

b.	Advances from a related party

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

8.	RELATED PARTY TRANSACTIONS

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

Consulting fees paid to Mr. Starkman (President and Chairman) for the ~~six~~three and nine months ended ~~February~~May 2831, 2015 was $nil (~~six~~three and nine months ended ~~February~~May 2831, 2014 – $ 2,622).

Amounts due to a related party as at ~~February~~ 28May 31, 2015 was $3116,~~042~~745 (August 31, 2014: $22,418) in connection with the reimbursement of expenses. These expenses have already been included in the statements of operations.

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

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

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

On February 2, 2015, the Company entered into Employment Contracts with Jordan Starkman and Richard R. Redfern. As one of the considerations under the contract, the Company issued 7 million shares of par value $0.001 common stock each to Jordan Starkman and Richard R. Redfern. These shares were valued at fair value as at that date which was $280,000.

F-10

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~FEBRUARY~~MAY 2831, 2015

(Expressed in United States Dollars)

9The agreement was terminated in February 2015 and a final block of 4 million shares of common stock were issued in March 2015. ~~CONVERTIBLE~~ These shares ~~NOTE~~are ATvalued ~~FAIR~~at ~~VALUE~~$80,000 based on the fair value of the shares on the date of issuance and were recorded under professional fees in the condensed consolidated statement of operations.

AsOn of February 282, 2015, the ~~estimated~~Company ~~fair~~entered into ~~value~~Employment Contracts with Jordan Starkman and Richard R. Redfern. As one of ~~our~~the ~~convertible~~considerations ~~promissory~~under ~~notes~~the contract, the Company issued 7 million shares of common stock of par value $0.001 common stock each to Jordan Starkman and ~~warrants~~Richard isR. Redfern. These shares were valued at fair value as ~~follows:~~at that date which was $280,000. Further during March 2015, the Company entered into an agreement with Jordan Starkman and Richard R. Redfern for cancellation of its 14,000,000 shares of common stock issued to them during the previous quarter as a consideration for services. Accordingly, during the current quarter, the Company reversed this expense of $280,000 which was recorded in the previous quarter under professional fees in the condensed consolidated statement of operations.

Convertible Notes and Warrants	Fair Value Issuance or August 31, 2014		Fair Value February 28, 2015
Redwood Funds Convertible Note - $100,000	$	107,215	$	121,284
KBM Convertible Note #1 (issued 8/25/14) - $88,500	$	134,649	$	129,440
KBM Convertible Note #2 (issued 10/1/14) - $42,500		-	$	76,535
KBM Convertible Note #3 (issued 12/30/14) - $33,000		-	$	63,858
Total	$	241,864	$	391,117
Redwood Funds Warrants – 100,000 shares	$	521	$	506

9.	CONVERTIBLE NOTES AT FAIR VALUE

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

Convertible Notes and Warrants	Fair Value February 28, 2015 or Issuance		Fair Value May 31, 2015
Redwood Funds Convertible Note - $100,000	$	121,284	$	120,758

KBM Convertible Note #1 (issued August 25, 2014) - $88,500	$	129,440	$	251

KBM Convertible Note #2 (issued October 1, 2014) - $42,500	$	76,535	$	53,564

KBM Convertible Note #3 (issued December 30, 2014) - $33,000	$	63,858	$	43,053

Gold Coast Capital #1 (issued March 21, 2015) – $50,000	$	98,433		—

Gold Coast Capital #2 (issued March 21, 2015) - $10,000	$	40,738	$	17,911

VIS Vires Group #1 (issued March 31, 2015) – $10,500	$	25,144	$	15,479

VIS Vires Group #2 (issued April 27, 2015) – $33,000	$	51,455	$	42,367

Total – Convertible notes at fair value			$	293,383

Redwood Funds Warrants – 100,000 - Warrants	$	506	$	25

Redwood Fund Convertible Note and Warrants

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

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

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

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

F-11

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~FEBRUARY~~MAY 2831, 2015

(Expressed in United States Dollars)

~~9. CONVERTIBLE~~On April 14, 2014, the ~~NOTE~~Company ATissued ~~FAIR~~a ~~VALUE~~$100,000 12% convertible note with a term to October 14, 2014 (~~Continued~~the “Maturity Date”) to Redwood Fund (the “Holder”). The principal amount of the note and interest is payable on the maturity date. The note is convertible into common stock beginning six months after the issuance date, at the holder’s option, at a fixed conversion price of $0.075% per share. The conversion price provides for down-round protection in the event any subsequent equity sales are issued at a lower conversion price. The Company has the option to prepay all or any portion of the purchase price; however, the prepayment amount must be 110% of the principal amount to be prepaid together with all accrued but unpaid interest. The terms of the convertible note provide for certain redemption features which include features indexed to equity risks. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 20% per annum and the note becomes immediately due and payable.

KBM Worldwide Convertible Notes

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

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

F-12

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MAY 31, 2015

(Expressed in United States Dollars)

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

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

~~The~~Gold ~~following table reflects the allocation~~Coast ofCapital ~~the~~Convertible ~~KBM~~ Note ~~#3 purchase on the financing date December 30, 2014:~~

KBM Convertible Note	Note Allocation/Costs
Proceeds	$	33,000
Convertible promissory notes		33,000
Fair Value at Issuance (including derivative value)		63,060
Day One Excess value interest expense		30,060

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

~~The~~VIS ~~following~~Vires ~~table~~Group ~~reflects the total~~Convertible ~~Day One Excess value interest expense booked in the six months ended February 28, 2015:~~Notes

Day One Excess value interest expense – Q2	$	30,060
Day One Excess value interest expense – Q1		31,376
Total for the six months ended February 28, 2015	$	61,436

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

F-1213

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~FEBRUARY~~MAY 2831, 2015

(Expressed in United States Dollars)

~~9. CONVERTIBLE~~The Conversion Price is subject ~~NOTE~~to ATadjustment ~~FAIR~~in ~~VALUE~~the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the Conversion Price (~~Continued~~a full ratchet reset). The Company has the option to prepay all or any portion of the purchase price; however, the prepayment amount must be 150% of the principal amount to be prepaid together with all accrued but unpaid interest. The terms of the convertible note provide for certain redemption features which include features indexed to equity risks. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 22% per annum and 50% penalty and the note becomes immediately due and payable.

Interest expense

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

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

Fair Value Considerations

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

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

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

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

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

The Company follows the provisions of ASC 820 with respect to its financial instruments. As required by ASC 820, assets and liabilities measured at fair value are ~~classified~~ classified in their entirety based on the lowest level of input that is significant to their fair value measurement. The Company’s convertible promissory notes which are required to be measured at fair value on a recurring basis under of ASC 815 as of ~~February 28,~~May 31, 2015 are all measured at fair value using Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or or no market activity and that are significant to the fair value of the assets or liabilities as of ~~February~~May 2831, 2015.

			Fair Value Measurements Using:
	Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Convertible Notes	$	391,117	$	-	$	-	$	391,117
Derivative Warrants		506						506
Totals	$	391,623	$	-	$	-	$	391,623

F-14

F-13

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~FEBRUARY~~MAY 2831, 2015

(Expressed in United States Dollars)

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

Derivative Warrants		25						25

Totals	$	293,408	$	—	$	—	$	293,408

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

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

10.

DERIVATIVE LIABILITIES

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

Further, and in accordance with ASC 815, the embedded derivatives are revalued at each balance sheet date and marked to fair value with the corresponding adjustment as a “gain or loss on change in fair values” in the consolidated statement of operations. As of ~~November~~May 3031, ~~2014~~2015, the fair value of the notes and warrants included on the accompanying consolidated balance sheet was $~~324~~293,~~703~~408. During the three and nine months period ended ~~February~~May 2831, 2015, the Company recognized a ~~gain~~loss on change in fair ~~value~~values of convertible notes and warrants totaling $3118,~~860~~465 and $130,767, respectively.

~~Key assumptions used in the valuation of the convertible notes for each of the valuation dates were as follows:~~F-15

Note Holder	Valuation Date	Term		Volatility			Risk Adjusted Rate
KBM Worldwide - 3	12/30/2014		0.76		204	%		9.680	%
Redwood Fund - 1	2/28/2015		0.25		301	%		9.580	%
KBM Worldwide - 1	2/28/2015		0.24		289	%		9.580	%
KBM Worldwide - 2	2/28/2015		0.34		283	%		9.580	%
KBM Worldwide - 3	2/28/2015		0.59		241	%		9.580	%

F-14

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~FEBRUARY~~MAY 2831, 2015

(Expressed in United States Dollars)

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

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

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

Warrant Holder

Valuation Date

Term

Volatility

Risk Free Rate

Warrant

Valuation

Free

Redwood Fund - 1

2/28/2015

4.12

199

0.880

Holder

Date

Term

Volatility

Rate

Redwood Fund - 1

5/31/2015

3.87

226%

10.89%

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

Level 3 –	Balance at November 30, 2014		New Issuances		Settlements		Change in Fair Values			Balance at February 28, 2015
Fair Values from:
Convertible Notes	$	324,021	$	63,060		-	$	4,036		$	391,117
Warrants	$	682	$	-		-	$	(176	)	$	506
	$	324,703	$	63,060			$	3,860		$	391,623
Amount charged in the three months ended November 30, 2014							$	8,442
Total for the six months ended February 28, 2015							$	12,302

F-16

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MAY 31, 2015

(Expressed in United States Dollars)

Level 3 –	Balance at February 28, 2015		New Issuances		Settlements		Change in Fair Values			Balance at May 31, 2015
Fair Values from:
Convertible Notes	$	391,117	$	215,770	$	432,450	$	118,946		$	293,383

Warrants	$	506	$	—		—	$	(481	)	$	25
	$	391,623	$	215,770	$	432,450	$	118,465		$	293,408

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

11.

STOCKHOLDERS’ EQUITY

PREFERRED STOCK

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

No shares of preferred stock were issued or outstanding as of ~~February~~May 2831, 2015 and August 31, 2014.

COMMON STOCK

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

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

AtOn ~~February~~March 2810, 2015, ~~there~~the ~~were~~Company 51issued 4,~~664~~000,~~627~~000 shares to Uptick Capital as a final payment under the agreement which was terminated on February 1, 2015. These shares are valued at $80,000 based on the fair value of ~~common~~the ~~stock~~shares ~~issued~~on the date of issuance and ~~outstanding~~was recorded ~~(August~~in ~~31,~~the ~~2014~~current -quarter ~~37,664,627)~~under professional fees in the condensed consolidated statement of operations.

~~12. SHARES~~The TOCompany BEissued ~~ISSUED~~ following shares in connection with the conversion of convertible notes:

~~Pursuant~~On toMarch ~~a consulting agreement entered into on September 1~~3, ~~2014~~2015 ~~with Makmo Trading Corp.,~~ the Company ~~has agreed to issue to Makmo Trading Corp.~~issued 1, 2612,~~000,000~~ 903 shares ~~of its common stock~~ valued at $~~80,000,~~.0093 ~~such~~to ~~value~~KBM ~~being~~Worldwide ~~the~~Inc. ~~fair~~in ~~value~~accordance ofwith the ~~shares~~terms of ~~common stock on~~ the ~~date~~convertible ~~of issuance~~note. ~~The Company recorded this amount as a consulting expense during the six months ended February 28, 2015.~~

13On March 30, 2015 the Company issued 1,870,370 shares valued at $.0027 ~~CONTINGENCIES~~to ~~AND~~KBM ~~COMMITMENTS~~Worldwide Inc. in accordance with the terms of the convertible note.

The Company is committed under lease agreements for the exclusive right to explore, develop and mine on the Silver Cloud Property. The minimum annual future lease payments are $50,000 until year 2023 with total commitments of $500,000. The Nevada claims are located on Federal land administered by the Bureau of Land Management (BLM). In order for the Company to maintain and hold its Nevada claims the Company is required to pay the BLM fees totaling $105,000 per year due every August 31. In addition, the Company is required to pay Elko County fees in totaling $7,100 per year due every October 31.F-17

F-15

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~FEBRUARY~~MAY 2831, 2015

(Expressed in United States Dollars)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

F-18

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MAY 31, 2015

(Expressed in United States Dollars)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

F-19

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MAY 31, 2015

(Expressed in United States Dollars)

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

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

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

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

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

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

12.

SHARES TO BE ISSUED

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

13.

CONTINGENCIES AND COMMITMENTS

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

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

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

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

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

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

F-20

RIMROCK GOLD CORP AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MAY 31, 2015

(Expressed in United States Dollars)

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

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

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

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

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

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

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

14.

SUBSEQUENT EVENTS

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

On ~~March~~July 1013, 2015, the Company’s Board ~~issued~~of ~~4,000,000 shares~~Directors approved the amendment to ~~Uptick~~Articles ~~Capital~~of asIncorporation ato ~~final~~increase ~~payment~~authorized ~~under~~capital ~~the~~to ~~agreement~~2,900,000,000 ~~which~~shares ~~was~~of common ~~terminated~~stock onwith ~~February~~a 1,par ~~2015~~value of $0.001.

~~The~~Pursuant ~~following~~to ~~issuances~~the ~~took place on~~ conversion of convertible notes ~~previously~~from ~~issued~~June by10, 2015 to July 7, 2015, the Company: issued 377,905,950 shares of common stock valued at rates ranging $0.0012-$0.0015 to KBM Worldwide Inc. in accordance with the terms of the convertible notes.

~~On March 3, 2015 the Company issued 1,612,903 shares valued at $.0027 to KBM Worldwide Inc. in accordance with the terms of the convertible note.~~F-21

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

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

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

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

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

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

On April 2, 2015 the Company issued 3,099,230 shares valued at $.00072 to Gold Coast Capital in accordance with the terms of the convertible note.

Filing Compare · RIMROCK GOLD CORP.