(Formerly C Level III Inc.) Condensed Consolidated Interim Financial Statements

1
(formerly C Level III Inc.)

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)
(Unaudited)

FOR THE PERIOD ENDED MARCH 31, 2014

2

NOTICE OF NO AUDITOR REVIEW OF
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3 (3) (a), if an auditor has not performed a
review of the condensed consolidated interim financial statements, they must be accompanied by a
notice indicating that an auditor has not reviewed the financial statements.

The accompanying unaudited condensed consolidated interim financial statements of the Company
have been prepared by and are the responsibility of the Companys management.

The Companys independent auditor has not performed a review of these financial statements in
accordance with standards established by the Canadian Institute of Chartered Accountants for a review
of interim financial statements by an entitys auditor.

3
CANOE MINING VENTURES CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(Unaudited)
AS AT

March 31,
2014

December 31,
2013

ASSETS

Current
Cash $ 889,505 $ 1,320,531
Amounts receivable 24,050 47,286
Amounts due from related party (Note 11) 48,689 -
Prepaids 14,419 17,615

976,663 1,385,432

Exploration and evaluation assets (Note 4) 1,650,445 1,650,445

$ 2,627,108 $ 3,035,877

LIABILITIES

Current
Accounts payable and accrued liabilities $ 27,032 $ 258,485
Flow-through share premium 127,000 127,000
Amounts due to related party (Note 11) - 38,626

154,032 424,111
Deferred income tax liability 146,198 146,198

300,230 570,309

EQUITY
Share capital (Note 5) 4,667,367 4,661,889
Contributed surplus (Note 6) 355,107 42,539
Warrants (Note 7) 460,096 460,454
Deficit (3,155,692) (2,699,314)

2,326,878 2,465,568

$ 2,627,108 $ 3,035,877

Nature of operations and going concern (Note 1)
Commitments (Note 9)
Proposed transaction (Note 12)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.
Approved and authorized by the Board on May 12, 2014:

Eugene Lee Director Scott Kelly Director

4
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31

2014

2013

EXPENSES
Management and consulting (Note 11) $ 82,148 $ 125
Professional fees 19,185 -
Office and rent and other 24,527 25
General exploration 179 -
Stock-based compensation (Note 6) 312,568 -
Transfer agent and filing fees 11,337 -
Travel 6,434 -

Net loss and comprehensive loss for the period $ (456,378) $ (150)

Basic and diluted loss per common share $ (0.01) $ (0.00)

Weighted average number of common shares outstanding
33,906,090

16,494,826

5
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY
(Unaudited)

Share Capital

Number

Amount

Warrants

Contributed
surplus

Deficit

Total

Balance, December 31, 2012 16,494,826 $ 1,060,000 $ - $ - $ (1,996,310) $ (936,310)

Net loss for the period - - - - (150) (150)

Balance, March 31, 2013 16,494,826 1,060,000 - - (1,996,460) (936,460)

Shares issued on debt conversion (Note 11) 3,505,174 2,252,515 - - - 2,252,515
Equity of C Level III Inc. at reverse acquisition date (Note 3) 5,004,343 750,651 2,456 42,539 - 795,646
Private placements (Note 5) 8,597,765 1,416,665 - - - 1,416,665
Fair value ascribed to warrants (Note 7) - (457,998) 457,998 - - -
Flow-through share premium (Note 5) - (127,000) - - - (127,000)
Share issue costs - (264,944) - - - (264,944)
Shares issued for property (Note 4) 200,000 32,000 - - - 32,000
Net loss for the period - - - - (702,799) (702,799)

Balance, December 31, 2013 33,802,108 4,661,889 460,454 42,539 (2,699,314) 2,465,568

Exercise of warrants 25,600 5,478 (358) - - 5,120
Stock-based compensation (Note 6) - - - 312,568 - 312,568
Net loss for the period - - - - (456,378) (456,378)

Balance, March 31, 2014 33,827,708 $ 4,667,367 $ 460,096 $ 355,107 $ (3,155,692) $ 2,326,878

6
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31

2014

2013

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (456,378) $ (150)
Non-cash items:
Stock-based compensation 312,568 -

Changes in non-cash working capital items:
Receivables 23,236 20,737
Prepaid expenses 3,196 -
Due from related party (48,689) -
Accounts payable and accrued liabilities (231,453) (28,949)
Amounts due to related parties (38,626) 48,289

(436,146) 39,927

CASH FLOWS FROM INVESTING ACTIVITIES
Exploration expenditures - (31,079)

- (31,079)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds on issuance of shares 5,120 -

5,120 -

Change in cash during the period (431,026) 8,848

Cash, beginning of period 1,320,531 1,211

Cash, end of period $ 889,505 $ 10,059

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)
For the three months ended March 31, 2014

7

1. NATURE OF OPERATIONS AND GOING CONCERN

Canoe Mining Ventures Corp. ("Canoe", or "the Company") formerly C Level III Inc., ("C Level") was incorporated under
the Canada Business Corporations Act on June 10, 2011. The Company is engaged in the acquisition, exploration,
evaluation and development of principally gold resource properties in Canada. The Companys primary focus is the
ongoing exploration for gold at its properties in Northern Ontario, Canada. The registered address is Suite 403 - 277
Lakeshore Road East, Oakville, Ontario, L6J 6J3. Giyani Gold Corp. ("Giyani"), of the same address, holds 57.4% of
the Company's common shares and is the ultimate controlling party.

On December 5, 2013, Canoe acquired 2299895 Ontario Inc. ("2299895"). The acquisition was accounted for as a
reverse take-over and the comparative figures presented are those of 2299895.

These condensed consolidated interim financial statements have been prepared using International Financial Reporting
Standards (IFRS) applicable to a going concern, which assume that the Company will continue in operation for the
foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.
The ability of the Company to carry out its planned business objectives is dependent on the ability to raise adequate
financing from shareholders, other investors and lenders and/or the discovery, development or sale of mineral reserves
or achievement of profitable operations and controlling expenditure in relation to existing cash resources. There can be
no assurances that the Company will continue to obtain additional financial resources necessary and/or have the
capability to achieve profitability or positive cash flows.

The Company reported a net loss of $456,378 for the three months ended March 31, 2014 (2013 - $150) and had an
accumulated deficit of $3,155,692 at March 31, 2014 (December 31, 2013 - $2,699,314).

In addition to its working capital requirements, the Company must secure sufficient funding for existing commitments
and exploration activity.

These circumstances may cast significant doubt as to the ability of the Company to meet its obligations as they come
due and, accordingly, the appropriateness of the use of accounting principles applicable to a going concern. The
recovery of amounts capitalized for exploration and evaluation assets at March 31, 2014 in the statement of financial
position is dependent upon the ability of the Company to arrange appropriate financing to complete the development
and continued exploration of the properties and upon future profitable production or proceeds from their disposition.

On an ongoing basis, the Company examines various financing alternatives to address future funding requirements and
has to date been dependent upon the financial support of its ultimate controlling party. The Company has no assurance
on the success or sufficiency of these initiatives in the future. These consolidated financial statements do not reflect
any adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet
classifications that would be necessary should the going concern assumption be inappropriate, and those adjustments
could be material.

Management plans to secure the necessary financing through a combination of the issue of new equity instruments and
the entering into of joint venture arrangements. Nevertheless, there is no assurance that these initiatives will be
successful.

2. BASIS OF PREPARATION

Statement of Compliance

These condensed consolidated interim financial statements, including comparatives, have been prepared in
accordance with International Accounting Standards (IAS) 34 Interim Financial Reporting (IAS 34) using accounting
policies consistent with IFRS issued by the International Accounting Standards Board (IASB) and Interpretations of
the International Financial Reporting Interpretations Committee (IFRIC). The accounting policies and methods of
computation applied by the Company in these condensed consolidated interim financial statements are the same as
those applied in the Companys annual financial statements for the year ended December 31, 2013.

(Unaudited)

8

2. BASIS OF PREPARATION (continued)

Basis of Consolidation and Presentation

The condensed consolidated interim financial statements have been prepared on a historical cost basis except for
certain financial assets that are measured at fair value. All dollar amounts presented are in Canadian dollars unless
otherwise specified.

These condensed consolidated interim financial statements incorporate the financial statements of the Company and
its wholly controlled subsidiary. Control exists when the Company has the power, directly or indirectly, to govern the
financial and operating policies of an entity so as to obtain benefits from its activities. All significant intercompany
transactions and balances have been eliminated.

Critical Accounting Estimates and Judgments

The Company performed an analysis of risk factors which, if any should be realized, could materially and adversely
affect the results, financial position and/or market price of its securities.

The preparation of consolidated 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 contingent assets and
liabilities at the date of the consolidated financial statements and the reported amount of expenses and other income
for the year. These estimates and assumptions were based on managements knowledge of the relevant facts and
awareness of circumstances, having regard to prior experience. Significant estimates and assumptions include the
following (excluding going concern which is disclosed in Note 1):

(i) Recoverability of exploration and evaluation properties

Management will consider the economics of its exploration and evaluation assets, including the drill and
geophysical results.

(ii) Other accounting estimates

Other estimates included the benefits of future income tax assets and whether or not to recognize the resulting
assets on the statement of financial position, the estimated useful lives of capital assets, and determinations as to
whether exploration costs should be expensed or capitalized.

While Management believes that these estimates and assumptions are reasonable, actual results may differ from
the amounts included in the consolidated financial statements.

(iii) Stock-based compensation

Management is required to make certain estimates when determining the fair value of stock option awards, and the
number of awards that are expected to vest. These estimates affect the amount recognized as stock-based
compensation in the statements of loss based on estimates of forfeiture and expected lives of the underlying stock
options.

New standards not yet adopted

IFRS 9 Financial instruments (IFRS 9) was updated by the IASB in November 2009 and will replace part of IAS 39 -
Financial Instruments: Recognition and Measurement (IAS 39). IFRS 9 addresses the classification and measurement
of financial assets. The two measurement categories for financial assets include amortized cost and fair value. All
equity instruments are measured at fair value. A debt instrument is recorded at amortized cost only if the entity is
holding it to collect contractual cash flows and the cash flows represent principal and interest. Otherwise it is recorded
at fair value through profit or loss.

(Unaudited)

9

2. BASIS OF PREPARATION (continued)

New standards not yet adopted (continued)

Requirements for financial liabilities were added in October 2010 and they largely carried forward existing requirements
in IAS 39, Financial Instruments Recognition and Measurement, except that fair value changes due to credit risk for
liabilities designated at fair value through profit and loss would generally be recorded in other comprehensive income
rather than the income statement, unless this creates an accounting mismatch. IFRS 9 is effective for annual periods
beginning on or after January 1, 2018. The Company is in the process of assessing the impact of this pronouncement.

3. REVERSE TAKEOVER TRANSACTION

On December 5, 2013, the Company acquired 2299895 through an amalgamation. In accordance with the terms of the
Letter Agreement, the Company entered into the Amalgamation Agreement with 2299895 and Giyani to carry out a
Qualifying Transaction ("QT"). Pursuant to the terms of the Amalgamation Agreement, C Level acquired all of the
issued and outstanding shares of 2299895 and 2299895 amalgamated with a wholly-owned subsidiary of C Level,
Ontario AcquisitionCo, to create Canoe Mining Ventures Inc. The 12,852,515 issued and outstanding 2299895 shares
of which Giyani owns 12,602,515, representing approximately 98.1% of the issued and outstanding 2299895 shares
were exchanged for 20,000,000 shares of the Company.

The 865,395 New 2299895 shares issued to subscribers pursuant to the 2299895 Private Placement were exchanged
for a total of 6,057,765 shares of the Company, on the basis of seven shares of the Company for each New 2299895
share and seven warrants of the Company.

The QT constituted a reverse acquisition of the Company inasmuch as the former holders of 2299895 shares
(excluding the subscribers participating in the 2299895 Private Placement) owned approximately 59.5% of the
outstanding shares of the Company immediately after closing, including the conversion of the New 2299895 shares.

Prior to completion of the QT, C Level had 5,004,343 shares outstanding (including 3,250,000 C Level Seed Shares
subject to an escrow agreement), 483,392 C Level options exercisable at a price of $0.20 per C Level Share, and
175,435 C Level Warrants exercisable at a price of $0.20 per C Level share. Upon completion of the transaction, C
Level owned approximately 14.9% of the Company.

The reverse takeover resulted in the issuance of common shares, broker warrants, and stock options to holders of C
Level equity investments with a total deemed value paid for C Level as agreed between C Level and 2299895. The
excess value of the consideration deemed paid of $645,361 over C Level net assets deemed received has been
reflected as a listing expense in the statement of loss and comprehensive loss as C Level was a non-operating public
company with nominal assets.

Shares Price Amount

Fair value of common shares deemed issued to former
C Level shareholders

5,004,343

$ 0.15

$ 750,651
Fair value of broker warrants deemed issued to former
C Level broker warrant holders

2,456
Fair value of stock options deemed issued to former
C Level stock option holders

42,539

Total fair value of consideration deemed paid 795,646
Less C Level net assets received (150,285)

Public company listing expense $ 645,361

(Unaudited)

10

3. REVERSE TAKEOVER TRANSACTION (continued)

Net Assets Received

Description Amount

Opening C Level share capital $ 520,451
Options and warrants previously issued 90,498
C Level deficit (460,664)

Deemed fair value of C Level $ 150,285

4. EXPLORATION AND EVALUATION ASSETS

Iron Lake Gold Project
For the three
months ended
March 31,
2014

For the year
ended
December 31,
2013

Abbie Lake Property, Ontario
Balance, beginning of period $ 617,281 $ 563,148

Acquisition costs - 62,000
Geophysics and consulting - 21,868
Drilling - 855
Costs recovered from parent (Note 11) - (30,690)

Additions for the period - 54,133

Balance, end of period $ 617,281 $ 617,281

Keating Property, Ontario
Balance, beginning of period $ 1,033,164 $ 920,669

Acquisition costs - 107,480
Geophysics and consulting - 26,271
Drilling - 4,959
Costs recovered from parent (Note 11) - (26,215)

Additions for the period - 112,495

Balance, end of period $ 1,033,164 $ 1,033,164

Total exploration and evaluation assets, end of period $ 1,650,445 $ 1,650,445

The following agreements relate to option agreements and licenses which are included in the Iron Lake Gold Project:

UCEL Option Agreement

The Company executed an option agreement on September 19, 2011 (the UCEL Agreement) with Upper Canada
Explorations Limited (the Optionor), an arms length party, to earn a 100% interest in certain surface and mineral
rights (the Abbie Lake Property) near Sault Ste. Marie, Ontario, Canada. The Company paid the Optionor $50,000
upon receipt of the approval of the UCEL Agreement by the TSX Venture Exchange (Exchange) (the Approval Date)
and issued 200,000 common shares of 2299895 (exchanged for 311,223 shares of the Company (see note 3)) valued
at $20,000.
(Unaudited)

11

4. EXPLORATION AND EVALUATION ASSETS (continued)

UCEL Option Agreement (continued)

In November 2012, the Company paid $50,000 and issued 150,000 common shares of 2299895 (exchanged for
233,417 shares of the Company (see note 3)) valued at $15,000 pursuant to the agreement. The UCEL Agreement
also specifies payments to the Optionor in the amount of $50,000 and 150,000 common shares of 2299895 within 24
months of the Approval Date. Pursuant to an amending agreement dated October 28, 2013, the Company renegotiated
the final share payment to be 75,000 shares to be due on or before April 30, 2014. The 75,000 shares were issued on
December 17, 2013 and ascribed a fair value of $12,000.

Pursuant to an amending agreement dated January 23, 2013, the Company renegotiated the Initial Work Program to be
$600,000 prior to December 31, 2013 and a total of $1,000,000 by December 31, 2014. Pursuant to an amending
agreement dated October 28, 2013, the Company renegotiated the Initial Work Program to be $600,000 prior to June
30, 2014 and a total of $1,000,000 by June 30, 2015. As at March 31, 2014, $434,546 has been incurred relating to the
Initial Work Program (excluding acquisition costs) on the property.

The Company must pay a 3% net smelter royalty (NSR) on ore and a 3% gross overriding royalty (GOR) on
gemstones and diamonds covered under the UCEL Agreement, provided however that the Company may purchase
1.5% of the NSR at any time upon 30 days notice in writing in consideration for the sum of $1,500,000. The Company
must pay a 2% NSR on the sale or disposition of minerals covered under the UCEL Agreement, provided however that
the Company may purchase 1.5% of the NSR at any time upon 30 days notice in writing in consideration for the sum of
$750,000.

Keating Property, Ontario

The Company executed a licensing agreement on November 1, 2011 (the Michipicoten Agreement) with 3011650
Nova Scotia Limited, trading as Michipicoten Forest Resources (the Licensor), an arms length party, to acquire the
license for an exploration area within the District of Algoma, Ontario, Canada. The term of the lease is five years and
contains the option to extend the Michipicoten Agreement for an additional five years.

Terms of the Michipicoten Agreement require the Company to pay $8,040 for the first year and $500 multiplied by the
number of grid claims that constitute the licensed area for the remaining four years. If the Company extended the
Michipicoten Agreement for an additional five years, the Company would be required to pay $600 multiplied by the
number of grid claims that constitute the licensed area during each of the additional five years of the agreement. The
Company is responsible for all taxes related to the licensed area during the term of the Michipicoten Agreement. The
current land package for the exploration area held by the Company is 70.02 grid claims.

The Company is required to incur minimum exploration expenditures during each license year. During each license
year of the original term, an annual amount of $2,500 multiplied by the number of grid claims that constitute the
licensed area must be incurred. During each license year of the renewal term, an annual amount of $3,000 multiplied
by the number of grid claims that constitute the licensed area must be incurred.

The Company shall pay the Licensor for each mine commencing commercial production, the conditional option of
reducing the royalty retained by and payable to the lessor therein to a maximum of 2% for all minerals except for
diamonds, gems and other precious or semi-precious stones which will remain at 5%. The purchase price for the first
1% of the royalty shall be $1,000,000 and for each remaining 1/2% increment of the royalty there-after the purchase
price shall be $1,000,000.

Keating East

On March 21, 2012, the Company executed an agreement (the Keating East Agreement) with 2099840 Ontario Inc.
trading as Emerald Geological Services (Emerald), an arms length party, to have Emerald release an additional 985
Ha area of claims (the Lands) in the form of certain surface and mineral rights situated in Keating Township, Ontario,
Canada, contiguous to the Company's Abbie Lake Property and then to have these Lands included in the licensing
agreement with Michipicoten.

(Unaudited)

12

4. EXPLORATION AND EVALUATION ASSETS (continued)

Keating East (continued)

The Keating East Agreement entitles Emerald to completely release its interest in the Lands from the Licensor and to
have the Company acquire a 100% interest in the Lands in exchange for a combination of consideration comprised of:
$126,600 in cash payable over three years; $100,000 in exploration expenditures and other work programs, and up to
200,000 shares in 2299895 over a period of three years. 50,000 common shares of 2299895 (exchanged for 77,806
shares of the Company. (see note 3)) were issued on September 23, 2012 valued at $5,000. The total current value of
the maximum cash consideration payable if all conditions are satisfied is $226,600. Under the terms of the agreement,
Emerald has agreed to relinquish its license and rights in the Lands and to allow 2299895 to acquire its interest and
rights in the Lands under license from a private arms-length corporate entity to 2299895 and the owner of the Lands, in
exchange for an annual fee payable to that party and an annual work program.

Pursuant to an amendment agreement, dated February 13, 2013, between 2299895 and Emerald, Emerald has agreed
that all future obligations pursuant to the Keating East Agreement shall be jointly those of 2299895 and the Company
and has agreed to exchange the 50,000 2299895 shares it currently holds for 125,000 shares of the Company. In
addition, pursuant to an amendment agreement, dated January 23, 2013, Emerald has agreed to extend the date for
payment of the consideration payable upon the first anniversary of the Completion of the QT to December 31, 2013 and
agreed that the Company is responsible for the payment of $25,000 and the issuance of 125,000 shares of the
Company. Pursuant to an amending agreement dated August 12, 2013, 2299895 and Emerald agreed to issue the
125,000 shares of the Company (issued on December 17, 2013 and ascribed a fair value of $20,000) and to pay
Emerald $25,000 on or before December 31, 2013 (paid, as stipulated). In addition, Emerald acknowledges that the
shares to be issued on the second and third anniversary will be 125,000 shares of Canoe Mining Ventures Corp.

Subsequent to the period ended March 31, 2014, the Company paid $35,000 as an option payment on the Keating East
Agreement.

Killen Agreement

On July 12, 2012, the Company executed a licensing agreement with a private arms length party (Killen Agreement).
The Killen Agreement entitles the Company to acquire a 100% interest and rights in 39.5 square kilometers of surface
and mineral rights situated in Keating Township, Ontario, in exchange for an annual fee payable and an annual work
program.

The license agreement for the Lands will be the same terms and conditions as the Michipicoten Agreement.

5. SHARE CAPITAL

a) Authorized share capital

Unlimited number of common shares without par value.

b) Issued share capital

Share capital issued during the period ended March 31, 2014

During the three months ended March 31, 2014, the Company issued 25,600 common shares pursuant to the
exercise of broker warrants for proceeds of $5,120. Warrants reserve of $358 was reclassified to share capital.

Share capital issued during the year ended December 31, 2013

The disclosure of the number of shares issued by 2299895 prior to the reverse takeover has been restated to
reflect the capital of the legal parent. This restatement has been performed using the exchange ratio established in
the Amalgamation Agreement, whereby 12,852,515 issued and outstanding shares of 2299895 were exchanged
for 20,000,000 shares of the Company.

(Unaudited)

13

5. SHARE CAPITAL (continued)

b) Issued share capital (continued)

Share capital issued during the year ended December 31, 2013 (continued)

In connection with the QT, C Level and 2299895 each carried out respective private placements on November 28,
2013. The aggregate proceeds were $1,416,665. C Level completed a private placement of 2,540,000 flow
through ("FT") Unit Subscription Receipts at a price of $0.20 per FT Unit Subscription Receipt for aggregate gross
proceeds of $508,000. 2299895 carried out a private placement of 865,395 New 2299895 shares at a price of
$1.05 per New 2299895 share for aggregate gross proceeds of $908,665. The 2299895 Subscription Agreements,
pursuant to which each subscriber participating in the 2299895 Private Placement agreed to exchange their New
2299895 shares upon completion of the QT for shares of the Company and warrants of the Company on the basis
of seven shares of the Company and Warrants of the Company for each New 2299895 share, collectively
representing an aggregate total of 865,395 New 2299895 shares to be exchanged for 6,057,765 shares of the
Company and 6,057,765 warrants of the Company.

Costs of issue and listing fees incurred in conjunction with these private placements and the completion of the
reverse take-over transaction were $264,944.

The tax benefits associated with the Company's offering of 2,540,000 FT Subscription Receipts has been
reclassified as a liability on the statement of financial position.

Shares

Amount

Balance, December 31, 2012 16,494,826 $ 1,060,000
Shares issued on debt conversion 3,505,174 2,252,515
Equity of C Level at reverse acquisition date (Note X) 5,004,343 750,651
Private placements 8,597,765 1,416,665
Listing fees - (264,944)
Fair value of warrants issued (Note 7) - (457,998)
Flow-through share liability - (127,000)
Shares issued for property (Note 4) 200,000 32,000

Balance, December 31, 2013 33,802,108 4,661,889
Shares issued for exercised warrants 25,600 5,478

Balance, March 31, 2014 33,827,708 $ 4,667,367

6. STOCK OPTIONS

The Company maintains a Stock Option Plan ("the Plan") for its directors, officers, employees, and consultants. Options
to purchase up to 10% of the total number of the Company's shares issued and outstanding at the date of any grant are
issuable pursuant to the Plan. The Plan is a rolling plan as the number of options which may be granted will change
as the number of the Company's shares which are issued and outstanding changes. If an option expires or is otherwise
terminated for any reason, the number of the Company's shares in respect of that expired or terminated option shall
again be available for the purposes of the Plan. Pursuant to the policies of the Exchange, the shareholders of the
Company are required to approve on a yearly basis stock option plans which have a rolling plan ceiling.

The Plan provides that other terms and conditions, including vesting provisions, may be attached to a particular stock
option at the discretion of the Board of Directors, provided, however, that options granted to consultants performing
investor relations activities shall vest over a minimum of 12 months with no more than 1/4 of the such options vesting in
any three (3) month period.

(Unaudited)

14

6. STOCK OPTIONS (continued)

Stock option transactions are summarized as follows:

Number of Stock
Options Outstanding

Weighted Average
Exercise Price

Balance, December 31, 2012 - $ -
Granted
(i)
483,392 0.20

Balance, December 31, 2013 483,392 0.20
Granted 2,000,000 0.25

Balance, March 31, 2014 2,483,392 $ 0.24
Balance, March 31, 2014 exercisable 2,408,392 $ 0.24

(i)
Prior to the completion of the QT, C Level had granted 483,392 options issued to officers, directors and consultants.
Upon completion of the QT on December 5, 2013, the options were deemed reissued. The options are exercisable for
a period of 3.3 years at $0.20 and were assigned a fair value of $42,539, using the Black-Scholes valuation model
with the following assumptions: a 3.3 year expected life, volatility of 100%, risk-free interest rate of 1.18%, a dividend
yield and forfeiture rate of 0%.

Stock options outstanding as at March 31, 2014:

Expiry Date Exercise Price

Weighted Average
Life Remaining
(Years)
Options
Outstanding

Black-Scholes
Value

December 5, 2014 $ 0.20 0.68 483,392 $ 42,539
February 27, 2019 0.25 4.92 2,000,000 312,568

0.24 2,483,392

During the period ended March 31, 2014, the Company granted 2,000,000 (2013 Nil) options to directors, officers and
consultants. The weighted average fair value of options granted and vesting during the period was $0.16 (2013 - $Nil)
Total stock-based compensation recognized in the statement of loss and comprehensive loss for the period ended
March 31, 2014 was $312,568 (2013 $Nil) for incentive options granted and vesting. This amount was also recorded
on the statement of financial position.

The following weighted average assumptions were used for the valuation of stock options:

2014

2013

Expected share price volatility 100.00% -%
Expected risk-free interest rate 1.61% -%
Expected dividend yield 0.00% -%
Expected life of options, in years 5.00% -%

(Unaudited)

15

7. WARRANTS

Warrant transactions are summarized as follows:

Number of Warrants
Outstanding

Weighted Average
Exercise Price

Balance, December 31, 2012 - $ -
Issued 7,873,956 0.25

Balance, December 31, 2013 7,873,956 0.25
Exercised (25,600) 0.20
Expired (149,835) 0.20

Balance outstanding and exercisable, March 31, 2014 7,698,521 $ 0.25

Warrants outstanding as at March 31, 2014:

Expiry Date Exercise Price

Weighted Average
Life Remaining
(Years)
Warrants
Outstanding

Black-Scholes
Value

June 5, 2015 $ 0.15 1.18 370,756 $ 25,953
December 5, 2015 0.25 1.68 6,057,765 363,466
December 5, 2015 0.30 1.68 1,270,000 68,580

$ 0.25 7,698,521 $ 457,999

In connection with the reverse takeover described in note 3, the Company issued the following warrants:

(i) On December 5, 2013, the Company issued 370,756 broker warrants, exercisable for a period of 1.5 years at
$0.15. The warrants were assigned a fair value of $25,953 using the Black-Scholes valuation model with the
following assumptions: a 1.5 year expected life, volatility of 100%, risk-free interest rate of 1.09%, and a dividend
yield of 0%.

(ii) On December 5, 2013, the Company issued 6,057,765 warrants in connection with a private placement (see note
5), exercisable for a period of two years at $0.25. The warrants were assigned a fair value of $363,466 using the
Black-Scholes valuation model with the following assumptions: a 2 year expected life, volatility of 100%, risk-free
interest rate of 1.09%, and a dividend yield of 0%.

(iii) On December 5, 2013, the Company issued 1,270,000 warrants in connection with a flow-through private
placement (see note 5), exercisable for a period of two years at $0.30. The warrants were assigned a fair value of
$68,580 using the Black-Scholes valuation model with the following assumptions: a 2 year expected life, volatility
of 100%, risk-free interest rate of 1.09%, and a dividend yield of 0%.

(iv) On December 5, 2013, the Company was deemed to have re-issued 158,393 broker warrants, exercisable for a
period of 86 days at $0.20. The warrants were assigned a fair value of $2,216 using the Black-Scholes valuation
model with the following assumptions: a 86 day expected life, volatility of 100%, risk-free interest rate of 1.06%,
and a dividend yield of 0%. During the three months ended March 31, 2014, 22,000 warrants were exercised and
the balance expired unexercised.

(v) On December 5, 2013, the Company was deemed to have re-issued 17,042 broker warrants, exercisable for a
period of 88 days at $0.20. The warrants were assigned a fair value of $239 using the Black-Scholes valuation
model with the following assumptions: a 88 day expected life, volatility of 100%, risk-free interest rate of 1.06%,
and a dividend yield of 0%. During the three months ended March 31, 2014, 3,600 warrants were exercised and
the balance expired unexercised.

(Unaudited)

16

8. CAPITAL MANAGEMENT

The Company manages its capital with the following objectives:

to ensure sufficient financial flexibility to achieve the ongoing business objectives including funding of future
growth opportunities, and pursuit of accretive acquisitions; and

to maximize shareholder return through enhancing the share value.

The Company monitors its capital structure and makes adjustments according to market conditions in an effort to meet
its objectives given the current outlook of the business and industry in general. The Company may manage its capital
structure by issuing new shares, repurchasing outstanding shares, adjusting capital spending, or disposing of assets.
The capital structure is reviewed by management and the Board of Directors on an ongoing basis.

The Company considers its capital to be equity, comprising capital stock, equity settled share based payments,
contributed surplus and deficit which was $2,326,878 at March 31, 2014 (December 31, 2013 - $2,465,568). The
Company manages capital through its financial and operational forecasting processes. The Company reviews its
working capital and forecasts its future cash flows based on operating expenditures, and other investing and financing
activities. The forecast is updated based on activities related to its mineral properties. Information is provided to the
Board of Directors of the Company. The Companys capital management objectives, policies and processes have
remained unchanged during the period ended March 31, 2014. The Company is not subject to externally imposed
capital requirements.

9. COMMITMENTS

The Company has committed to approximately $791,454 over the next five years for obligations under operating
leases, rent, exploration, and option payments.

2014

2015

2016

2017

2018

Exploration commitments $ 165,454 $ 407,500 $ 7,500 $ - $ -
Licenses and taxes 63,000 63,000 - - -
Option payments
(i)
35,000 50,000 - - -

$ 263,454 $ 520,500 $ 7,500 $ - $
(i)
The option payment of $35,000 due in fiscal 2014 was paid subsequent to the period ended March 31, 2014.

10. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company provides information about its financial instruments measured at fair value at one of three levels
according to the relative reliability of the inputs used to estimate the fair value. The hierarchy gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable
inputs. The three levels of the fair value hierarchy are as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quotes prices included in Level 1 that are observable for the asset or liability, either directly
(i.e., as prices) or indirectly (i.e., derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Fair Values

The carrying value of cash, prepaids, amounts due from related party, accounts payable and accrued liabilities and
amounts due to related party approximate their fair values due to the expected short-term maturity of these financial
instruments. Therefore, these financial instruments are not classified in accordance with the above noted fair value
hierarchy.

(Unaudited)

17

10. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

Financial risk factors

The Company's risk exposure and the impact on the financial instruments are summarized below:

Credit risk

Credit risk if the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its
contractual obligations. The Company's exposure to credit risk includes cash and cash equivalents and accounts
receivable.

The Company reduces its risk by maintaining its bank accounts at large Canadian financial institutions.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company's
approach to managing liquidity risk is to provide reasonable assurance that it will have sufficient funds to meet its
liabilities when they come due. The Company manages its liquidity risk by forecasting cash flows required by
operations and to anticipate investing and financing activities. The Company's financial obligations currently consist of
accounts payable and accrued liabilities, and amounts due to related parties. Any amounts required for property
acquisitions will be funded from a combination of existing cash balances and new financings where necessary. The
carrying value of the accounts payable, accrued liabilities and amounts due to related parties approximates fair value
as they are short term in nature.

The Company had cash at March 31, 2014 of $889,505 (December 31, 2013 - $1,320,531). At March 31, 2014, the
Company had accounts payable and accrued liabilities of $27,032 (December 31, 2013 - $258,485).

11. RELATED PARTY TRANSACTIONS

Management Compensation

Remuneration of directors and key management personnel of the Company was as follows:

2014

2013

Payments to key management personnel:
Consulting $ 29,750 $ -
Stock-based compensation 251,799 -

The Company currently shares office rent and has certain common officers and directors with Giyani, the Company's
controlling shareholder. As at March 31, 2014, the Company had advanced $48,689 (December 31, 2013 payable of
$38,626).

During the year ended December 31, 2012, the Company received $2,252,515 from Giyani as an unsecured loan, with
no due date, bearing no interest. On May 10, 2013, the loan was settled through the issuance of 2,252,515 common
shares of 2299885 (exchanged for 3,505,174 shares of the Company (see note 3)), and ascribed a fair value of
$2,252,515. In addition, $56,905 payable to Giyani was forgiven and the Company recorded them as costs recovered
from parent, against the underlying exploration and evaluation assets on the Company's consolidated statement of
financial position.

During the period ended March 31, 2014, the Company incurred legal fees of $6,331 (2013 - $Nil) with a legal firm
where a partner is a Director of the Company. As at March 31, 2014, $1,333 (December 31, 2013 - $137,452) was
included in accounts payable and accrued liabilities with respect to these fees and certain expenses paid on the
company's behalf.

(Unaudited)

18

12. PROPOSED TRANSACTION

On March 26, 2014, the Company entered into a definitive amalgamation agreement (Agreement) with Birch Hill Gold
Corp. ("Birch Hill"). Pursuant to the terms of the Agreement, the Company will acquire all of the issued and outstanding
common shares of Birch Hill and the shareholders of Birch Hill will receive 0.4 of a common share of the Company for
each common share of Birch Hill held. Holders of Birch Hill share purchase warrants will receive 0.4 of a share
purchase warrants of the Company with a corresponding adjustment to the exercise price.

The currently issued and outstanding capital of Birch Hill consists of 13,421,385 Birch Hill Shares and 3,898,579 Birch
Hill share purchase warrants. In order to execute the Agreement, the Company will issue approximately 5,368,554
common shares in exchange for all the issued and outstanding Birch Hill Shares and reserve a further 1,559,432
common shares for issuance on the exercise of share purchase warrants issued in exchange for the Birch Hill share
purchase warrants.

The Agreement is subject to approval by the shareholders of Birch Hill on May 15, 2014, certain closing conditions and
the approval of the Exchange.

(Formerly C Level III Inc.) Condensed Consolidated Interim Financial Statements

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