Quarterly Report Expressed in Canadian dollars · · 2012-11-13Quarterly Report Expressed in Canadian dollars For the three months ended ... Rose Mine Rose Gold LLC, a subsidiary

Quarterly Report Expressed in Canadian dollars

For the three months ended September 30, 2012

Unaudited (prepared by management)

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Expressed in Canadian Dollars)

For the three months ended

September 30, 2012

Renaissance Gold Inc. For the three months ended September 30, 2012 Management’s Discussion and Analysis Form 51-102F1

- 1 -

Date The following discussion is management’s assessment and analysis of the results of operations and financial conditions of Renaissance Gold Inc. (the “Company” or “RenGold”) and should be read in conjunction with the accompanying condensed consolidated interim financial statements and related notes thereto for the three months ended September 30, 2012 and 2011. In addition, the following should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 2012 and the related MD&A. Additional information relating to the Company is available on SEDAR at www.sedar.com. All financial information in this MD&A related to 2012 and 2011 has been prepared in accordance with International Financial Reporting Standards (“IFRS”) and all dollar amounts are expressed in Canadian dollars unless otherwise indicated. The effective date of this MD&A is November 12, 2012. Overall performance RenGold was incorporated under the name 0881833 B.C. Ltd. pursuant to the Business Corporations Act (British Columbia) on May 25, 2010, and it changed its name to Renaissance Gold Inc. on September 17, 2010. RenGold’s common shares were listed for trading at the opening of the Toronto Stock Exchange (“TSX”) on January 9, 2012, and on that same day the Company’s common shares were delisted from the TSX Venture Exchange. RenGold is an exploration stage business engaged in the acquisition and exploration of mineral properties located in the USA, Argentina and Spain. RenGold’s business model is to identify and secure mineral resource properties for which it seeks suitable joint venture partners. Once partners are found, an exploration and option to earn-in agreement is entered into on the property so that the earn-in partner will conduct and fund exploration on that property to earn an interest. At the date of this MD&A, RenGold has 13 properties under exploration earn-in agreements: Project Funding partner Nevada: Big Gossan Summit Mining Exploration, Inc., a US subsidiary of Sumitomo Corporation

Leonid and Gold Star Lynx Resources (US) Inc., a US subsidiary of Cassini Resources Ltd. (ASX:CZI)

Reef Golden Dory Resources Corp. (TSXV: GDR)

Rose Mine Rose Gold LLC, a subsidiary of Navaho Gold Pty Ltd. (ASX:NVG)

Spruce Mountain Summit Mining Exploration, Inc., a US subsidiary of Sumitomo Corporation

Trinity Silver Liberty Silver Corp. (TSX: LSL)

Wood Hills South NuLegacy Gold Corporation (TSXV:NUG)

Utah:

Wildcat Newmont Mining Corporation. (TSX: NMC)

Argentina:

El Monte Agnico-Eagle Mines Limited (TSX:AEM)

Gertrudis Agnico-Eagle Mines Limited (TSX:AEM)


- 2 -

Meridiano Atala Resource Corporation

Covadonga Atala Resource Corporation The highlights of activity by RenGold and its funding partners on its exploration properties during the three months ended September 30, 2012 and to the date of this MD&A (collectively “Q1”), follow in alphabetical order. Nevada projects with funding partners: Big Gossan Q1 included detailed mapping and sampling between a deep skarn and possible porphyry

style mineralization with significant copper and some gold. Gold Star Lynx completed a ground magnetic survey and detailed mapping and sampling. Lynx

took advantage of a nearby available drill rig and they drilled two reverse circulation holes totaling 152 meters (500 feet) on one patent where minimal permitting was allowed. Assays are pending.

Leonid A detailed gravity survey over the entire project area is complete. Lynx also did detailed

soil traverses over faults of significance defined by gravity and rock chip sampling and are using these data to define drill targets.

Pasco Canyon Two diamond core drill holes were completed for a total of 814 meters (2,671 feet). Both

holes had anomalous chemistry just below 1,000 feet but the results were insufficient to maintain interest. Both Lynx and Renaissance have dropped the property.

Spruce Mountain A widely spaced drill program covering many targets was undertaken in Q1. Three types

of drilling were employed on a variety of geologic targets including skarn, hornfels, gossan, veins, jasperoid, stockworks and porphyry, including the metals Pb, Zn, Cu, Mo, Ag and Au. Mud rotary drilling included 947 meters (3,105 feet), reverse circulation 2,093 meters (6,865 feet) and core 1,551 meters (5,087 feet), for a total of 4,591 meters (15,057 feet) of drilling in Q1. Results are pending.

Trinity Silver On July 11, 2012, RenGold announced the results of Liberty’s phase one drilling on the

Trinity Silver project located northwest of Lovelock, Nevada. Eighteen vertical reverse circulation drill holes were completed 6,881 meters (22,575 feet) to depths of up to 457 meters (1,500 feet). All holes had reportable intercepts with a minimum criteria of 10 feet of 0.5 opt Ag. This drilling program included the initial holes designed to upgrade and expand the NI 43-101 compliant resource in the immediate pit area estimated in the technical report date February 15, 2011. The program also included significant step-out tests that indicate the potential for expansion of the economic mineralization, particularly to the south and west where the main mineralization located to date is plunging to the SW.

On August 8, 2012, Liberty announced that it has purchased the Hi Ho properties

comprising approximately 100 acres located adjacent to the Trinity Silver property. The Hi Ho properties were purchased in the name of RenGold and will form part of the greater Trinity Silver property that Liberty is earning an interest in from RenGold. The Hi Ho properties are an important addition to the future development plans at Trinity. Historic data, combined with current modeling indicates that the Trinity deposit extends into the Hi Ho properties, significantly increasing the current resource potential and the projected economics for bringing Trinity Silver project back into production.

SRK Consulting in Reno, Nevada have been contracted to complete an updated NI43-101

resource estimate which should be available in December 2012. In addition, studies to


- 3 -

include metallurgy and evaluating the leach pad, dumps and basic mine planning for the oxide deposit are ongoing.

Utah projects with funding partners: Wildcat Newmont Mining has completed reverse circulation drilling 2,751 meters (9,025 feet) on

targets including high grade (up to 3 opt Au) in jasperoids. Assays are pending. Argentina projects with funding partners: Atala On October 15, 2012, RenGold signed exploration earn-in agreements with Atala

Resource Corporation, a Canadian corporation; on each of the Covadonga and Meridiano projects in Argentina. The two agreements supersede a letter of intent signed March 16, 2012. Atala will have the right to earn a 70% interest in the property by funding a bankable feasibility study within seven years with minimum expenditure levels required each year. That right may be extended for another five years by paying RenGold $100,000 and spending a minimum of $1,000,000 in additional work per year. In addition Atala paid RenGold $12,500 on signing the letter of intent and Atala paid RenGold $12,500 on signing the two definitive agreements. Providing one or both agreements are in effect, Atala will make payments to RenGold of $50,000 on the first anniversary, $75,000 on the second anniversary and $250,000 on the sixth anniversary of the agreements. Atala will be responsible for payment of the underlying lease to Davincino during the term of the agreements.

El Monte The El Monte project is located in Santa Cruz Province, Argentina and is being funded by

Agnico-Eagle. Rengold has been focused on one area called Luna Roja and completed 7 trenches (almost 4,000 meters) cutting the western margin of a rhyolite dome with strongly mineralized breccias and veins associated with a fault. Trench results included 55 meters of 0.41 g/t Au and 13 g/t Ag, and 35 meters of 0.091 g/t Au and 7.5 g/t Ag. A 715-sample soil survey has defined two NNW-striking, subparallel gold and arsenic anomalies marked by soil gold concentrations >4 ppb and up to 100 ppb. This soil survey helps extend and broaden the mineralization defined in trenches. A 20-line-km Induced Polarization survey generated extensive IP and resistivity anomalies of much stronger magnitude than at Marianna Resources’ Las Calandrias prospect along strike to the SE with a growing resource that was targeted with IP. Data are being evaluated for drilling in early 2013.

Properties being prepared for joint venture During Q1, RenGold conducted reconnaissance exploration programs to prepare these projects for joint venture. Arabia The Arabia project is an orogenic silver, lead, antimony and gold District that RenGold

consolidated. Data compilation and additional detailed geologic mapping and directed structural mapping have defined multiple targets. Recent trenching (470 meters) on 3 patents located mineralized material that was similar in character to drill results previously reported 700 meters further southeast by New Sleeper Gold in 2005. That patent is now controlled by RenGold as well as all other patents (15 in total) including intervening claims on BLM ground. Based off trench results 5 RC holes were drilled in September for a total of 463 meters (1520 feet). Assays are pending.

Baza The Baza Project comprises a 12,000-hectare land package in Almeria Province of

Southern Spain on the southern slopes of the Sierra de los Filabres. Dozens of prospects and old mines explored and mined multiple kilometers of iron-rich veins whose gold and copper contents were largely neglected. No prior modern exploration for gold and copper had been conducted prior to the involvement of RenGold and its previous funding


- 4 -

partners who have now spent in excess of $2 million. Recent results of two core holes intercepted the Cerro del Gallo vein (see press release October 30, 2012). These results allow us to view and sample unoxidized material from the Cerro del Gallo and Valenciano vein systems for the first time. The results are encouraging because they confirm the significant gold and copper grades documented by extensive surface sampling. A new high grade prospect has been identified at Minaleja where the mineralization is almost completely hidden. Our extensive stream sediment geochemical survey has identified highly anomalous gold concentrations in other catchment basins whose hard-rock gold sources remain hidden. This is a district scale opportunity with unusually high grades and a unique style of mineralization.

In addition to work at Arabia and Baza, work has been continuing on data compilation and defining exploration programs at the Company’s projects being prepared for joint venture including Black Canyon, Broken Hills, Buffalo Canyon, Bunce, Fireball Ridge, Fourth of July, Gold Point, Green Monster, Holly Gold, JPW, King Solomon, Sinter and Sundance. Generative Generative exploration is the core of RenGold’s business. Property submittal evaluations and generative programs in Nevada, Utah and Chile are ongoing. RenGold’s technical team employs leading edge exploration techniques and technology for ore deposit vectoring including: proprietary remote sensing, spatial probability modeling and multivariate statistical analysis. Data is combined with field geology and alteration mineralogy for the purpose of target selection, property acquisition and joint venture development. In Nevada claims were acquired NW of Eureka along the Battle Mountain Eureka trend on a Carlin style target. This will evolve into a project currently named Whistler. Continued exploration in eastern and central Nevada is ongoing and to locate areas to stake and acquire mineral rights. Work continues in western Nevada on orogenic gold and polymetallic targets including the Sundance project near Hawthorne, the Holly Gold project in the west Humboldt Range and others. In South America, in addition to work at El Monte, work has been continuing on data compilation and defining Chilean exploration programs. Qualified Person All data, as disclosed in this MD&A have been verified by the Company’s qualified persons (“QPs”) Ronald L. Parratt, M.Sc., and Certified Professional Geologist, Richard L. Bedell, M.Sc., and Certified Professional Geologist and Eric M. Struhsacker, M.Sc., and Certified Professional Geologist. Critical Accounting Estimates Critical accounting estimates are estimates and assumptions made by management that may result in a material adjustment to the carrying amount of assets and liabilities within the next financial year and are, but are not limited to, the following: Estimated useful lives of property, plant and equipment - The estimated useful lives of property, plant and equipment which are included in the consolidated statements of financial position will impact the amount and timing of the related depreciation included in operations. Share-based compensation - The fair value of stock options issued are subject to the limitation of the Black-Scholes option pricing model which incorporates market data and which involves uncertainty and subjectivity in estimates used by management in the assumptions. Changes in the input assumptions can materially affect the fair value estimate of stock options.


- 5 -

Recovery of deferred tax assets - Judgment is required in determining whether deferred tax assets are recognized in the statement of financial position. Deferred tax assets, including those arising from unutilized tax losses, require management to assess the likelihood that the Company will generate taxable earnings in future periods, in order to utilize recognized deferred tax assets. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the date of the statement of financial position could be impacted.

Additionally, future changes in tax laws in the jurisdictions in which the Company operates could limit the ability of the Company to obtain tax deductions in future periods. The Company has not recorded any deferred tax assets. Results of Operations Results of Operations for the three months ended September 30, 2012 The consolidated net loss for the three month period ended September 30, 2012 was $1,444,628 (2011 - $658,978). The significant changes between the current three month period and the comparative three month period are discussed below. Exploration and evaluation expenditures in the three months ended September 30, 2012, were $1,689,559 which net of $1,175,887 recovered from funding partners was $513,672 (2011 - $536,057 net). Exploration and evaluation recoveries in the three month period ended September 30, 2012 were $Nil (2011 - $255,544). There was no option payments received from joint venture partners during the quarter. For some of the projects, RenGold performs the exploration work pursuant to a service contract for the operator for which it earns a management fee which totaled $41,376 for the three month period ended September 30, 2012 (2011 - $3,563. Exploration expenditures paid for directly by funding partners are not included in RenGold’s financial statements. Salaries and benefits, including directors fees charged to administration totaled $265,738 (2011 - $229,679). Including Ronald Parratt and Richard Bedell, RenGold had eleven full time and four part time employees in Reno and one full time employee and one full time consultant in Argentina. RenGold utilizes other technical consultants on an as needed basis from time to time. Non-cash share-based compensation expense of $460,940 was recognized in the three month period ended September 30, 2012 (2011 - $24,498). The increase over the prior period was due to the grant of 859,997 fully-vested stock options during the quarter compared to no option grants in the prior quarter. RenGold’s $40,835 unrealized gain on foreign exchange in the three month period ended September 30, 2012 (2011 - $51,823 gain) was attributed in part to the fluctuation in the Canadian to US dollar exchange rates.


- 6 -

Summary of Quarterly Financial Results

3 Months Ended

September 30, 2012

3 Months Ended

June 30, 2012

3 Months Ended

March 31, 2012

3 Months Ended

December 31, 2011

3 Months Ended

September 30, 2011

3 Months Ended

June 30, 2011

3 Months Ended

March 31, 2011

3 Months Ended

December 31, 2010

Total revenues

$

Nil

$

Nil

$

Nil

$

Nil

$

Nil

$

Nil

$

Nil

$

Nil Net loss

(1,444,628)

(1,136,998)

(946,151) (1,209,480) (658,978)

(1,597,643)

(1,801,380)

(520,695)

Net loss per share, basic and diluted

(0.05) (0.04) (0.03) (0.04) (0.02) (0.04) (0.07) (0.02)

As the Company’s exploration and administrative activities increase, the Company’s costs and net loss can be expected to continue to rise. The Company has generated no revenue to date. Liquidity and Capital Resources RenGold began the fiscal period ended September 30, 2012 with $7,443,385 cash. During the three months ended September 30, 2012, the Company spent $976,197 on operating activities net of working capital changes, $41,594 on investing activities net of recoveries with a negative $8,417 effect of foreign exchange on cash to end at September 30, 2012, with $6,417,177 cash. RenGold began the fiscal period year ended September 30, 2011, with $10,718,536 cash. During the three months ended September 30, 2011, the Company spent $949,479 on operating activities net of working capital changes and $92,722 on investing activities net of recoveries to end at September 30, 2011 with $9,676,335 cash. At the date of this MD&A, the Company has 1,739,997 stock options outstanding, that if exercised will raise additional capital for the Company. None of the stock options are “in-the-money” at the date of this MD&A. As at the date of this MD&A, other than as described herein and in the Financial Report, the Company has no other arrangements for sources of financing. Contractual Obligations The Company’s expenditure commitments on its mineral properties are primarily at the Company’s discretion. License fees and details of lease payments and minimum work commitments to maintain the option agreement and the underlying exploration and evaluation asset option agreements are described in the notes to the Financial Report. The Company will fund these expenditures with existing working capital. The Company has obligations under two operating leases for its US Subsidiary’s corporate offices in Reno, Nevada until June 2016 as described in the notes to the Financial Report. The Company has provided the landlord with a guarantee of this lease. Transactions with Related Parties Prior to organizing RenGold two directors owned exploration and evaluation assets in each of their private companies that were at that time under option to other mineral companies. As these exploration and evaluation assets are returned to the directors they are first offered to the Company. The technical merits of the property are determined by uninterested technical management who then decide whether the project meets RenGold’s investment criteria. Geocorp has four remaining legacy properties that are currently under option agreements with other parties. If and when the third party agreements are terminated, the properties will be offered to RenGold at that time.


- 7 -

a) The Company’s related parties consist of three companies owned in whole in or in part by executive officers and directors of the Company. Name Nature of transactions Golden Oak Corporate Services Limited Consulting for corporate compliance, and financial reporting Parratt Geological Services, LLC Exploration and evaluation leases Geocorp Exploration and evaluation leases The Company incurred the following fees and exploration and evaluation asset lease payments in the normal course of operations in connection with individuals and companies owned by key management and directors:

Three months ended September 30, 2012


Consulting fees 27,500$ 27,500$ Exploration and evaluation asset lease payments 9,832 17,154

37,332$ 44,654$

b) Compensation of key management personnel

Key management comprises members of the board of directors, the Executive Chairman, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer and Corporate Secretary and the Vice President Exploration. The aggregate compensation paid, or payable, to key management personnel, which include the amounts disclosed in Note 12(a), during the three-month periods ended September 30, 2012 and 2011 were as follows:



Salaries $ 119,632 $ 124,521 Director fees - non-management 38,104 32,503 Consulting fees 27,500 27,500 Share-based compensation 387,522 10,160

572,758$ 194,684$

Outstanding Share Data as at the date of this MD&A

The authorized share capital of RenGold consists of an unlimited number of common shares and an unlimited number of preferred shares issuable in series with special rights or restrictions attached.

Common Shares issued

and outstanding

Common Share

Purchase Warrants

Common Share

Purchase Options

Balance September 30, 2012 and the date of this MD&A 30,739,077 - 1,739,997


- 8 -

New Accounting standards Refer to the discussion of “New Standards, Interpretations and Amendments Not Yet Effective” in our Financial Report. The Company has not applied any of the new and revised IFRS detailed therein, all of which have been issued but are not yet effective at the date of this MD&A. Management of financial risk Categories of Financial Assets and Financial Liabilities

Financial instruments are classified into one of the following categories: FVTPL; held-to-maturity investments; loans and receivables; available-for-sale; or other liabilities. The carrying values of the Company’s financial instruments are classified into the following categories:

Financial Instrument Category September 30, 2012

June 30, 2012

Cash FVTPL $ 6,417,177 $7,443,385 Receivables Loans and Receivables 642,355 233,948 Advances FVTPL 9,895 12,410 Trade and other payables Other liabilities (676,244) (350,230)Note payable Other liabilities (63,230) (64,550)

The Company’s financial instruments recorded at fair value require disclosure about how the fair value was determined based on significant levels of inputs described in the following hierarchy:

Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and value to provide pricing information on an ongoing basis.

Level 2 - Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the market place.

Level 3 - Valuations in this level are those with inputs for the asset or liability that are not based on observable market data.

The recorded amounts for cash, receivables, advances, trade and other payables and note payable approximate their fair value due to their short-term nature. Risk management

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized as follows: Credit Risk Credit risk is the risk of potential loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets, including cash, receivables, and balances receivable from the government and funding exploration partners. The Company limits the exposure to credit risk in its cash by only investing its cash with high-credit quality financial institutions in business and savings accounts, guaranteed investment certificates and in government treasury bills which are available on demand by the Company for its programs.

Liquidity Risk Liquidity risk is the risk that the Company will not have the resources to meet its obligations as they fall due. The Company manages this risk by closely monitoring cash forecasts and managing resources to ensure that it will have


- 9 -

sufficient liquidity to meet its obligations. All of the Company’s financial liabilities are classified as current and are anticipated to mature within the next sixty days. Market Risk Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. These fluctuations may be significant.

(a) Interest Rate Risk: The Company is exposed to interest rate risk to the extent that its cash balances bear variable rates of interest. The interest rate risks on cash and short-term investments and on the Company’s obligations are not considered significant.

(b) Foreign Currency Risk: The Company has identified its functional currency as the Canadian dollar. The

Company expects to continue to raise equity predominately in Canadian dollars. The Company is also conducting business in Argentina, Spain and the USA. As such, it is subject to risk due to fluctuations in the exchange rate between Canadian dollars and the Argentina peso, Euro and US dollar. Management believes the foreign exchange risk related to currency conversions are minimal and therefore, does not hedge its foreign exchange risk. The effect of a one percent change in the foreign exchange rate on the cash held in foreign currencies at September 30, 2012 would be approximately $4,300.

(c) Commodity Price Risk: While the value of the Company’s mineral resource properties are related to the

price of gold and the outlook for this mineral, the Company currently does not have any operating mines and hence does not have any hedging or other commodity based risks in respect to its operational activities.

Historically, the price of gold has fluctuated significantly and is affected by numerous factors outside of the Company’s control, including but not limited to industrial and retail demand, central bank lending, forward sales by producers and speculators, levels of worldwide production, short-term changes in supply and demand because of speculative hedging activities, and certain other factors related specifically to gold.

Political Uncertainty In conducting operations in Argentina and Spain, the Company is subject to considerations and risks not typically associated with companies operating in North America. These include risks such as those of the political, economic and legal environments. Among other things, the Company's results may be adversely affected by changes in the political and social conditions in Argentina and Spain, and by changes in governmental policies with respect to mining laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation. Forward-looking statements This MD&A may include or incorporate by reference certain statements or disclosures that constitute “forward-looking information” under applicable securities laws. All information, other than statements of historical fact, included or incorporated by reference in this MD&A that addresses activities, events or developments that RenGold or its management expects or anticipates will or may occur in the future constitute forward-looking information. Forward-looking information is provided through statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur or continue. These forward-looking statements are based on certain assumptions and analyses made by RenGold and its management in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. Although RenGold believes such forward-looking information and the expectations expressed in them are based on reasonable assumptions, investors are cautioned that any such information and statements are not guarantees of future realities and actual realities or developments may differ materially from those projected in forward-looking information and statements. Whether actual results will conform to the expectations of RenGold is subject to a number of risks and uncertainties, including those risk factors discussed under “Risk Factors” elsewhere in this MD&A and the documents incorporated herein by reference. In particular, if any of the risk factors materialize, the


- 10 -

expectations, and the predictions based on them, of RenGold may need to be re-evaluated. Consequently, all of the forward-looking information in this MD&A and the documents incorporated herein by reference is expressly qualified by these cautionary statements and other cautionary statements or factors contained herein or in documents incorporated by reference herein, and there can be no assurance that the actual results or developments anticipated by RenGold will be realized or, even if substantially realized, that they will have the expected consequences for RenGold. Forward-looking statements are based on the beliefs, estimates and opinions of RenGold’s management on the date the statements are made. Unless otherwise required by law, RenGold expressly disclaims any intention and assumes no obligation to update or revise any forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change, whether as a result of new information, future events or otherwise, and RenGold does not have any policies or procedures in place concerning the updating of forward-looking information other than those required under applicable securities laws. Accordingly, readers should not place undue reliance on forward-looking statements or forward-looking information. Internal Controls Over Financial Reporting Management is responsible for certifying the design of the Company’s internal control over financial reporting (“ICFR”) as required by National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings (“National Instrument 52-109”). ICFR is intended to provide reasonable assurance regarding the preparation and presentation of financial statements for external purposes in accordance with applicable generally accepted accounting principles. Internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness in future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management, including the Chief Executive Officer and Chief Financial Officer, has evaluated the design of the Company’s ICFR as of September 30, 2012, pursuant to the requirements of National Instrument 52-109. Management has designed appropriate ICFR for the nature and size of the Company’s business, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The control framework that management has adopted to design certain functions is the COSO Framework published by The Committee of Sponsoring Organizations of the Treadway Commission. Management has determined that the Company’s internal controls over financial reporting have been effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. There were no changes in the Company’s internal controls over financial reporting that occurred during the three month period ended September 30, 2012, that have materially affected, or are likely to materially affect, our internal control over financial reporting. Disclosure Controls and Procedures Disclosure controls and processes have been designed to ensure that information required to be disclosed by the Company is compiled and reported to management as appropriate to allow timely decisions regarding required disclosure. The Company’s Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of September 30, 2012, that the disclosure controls and procedures are effective to provide reasonable assurance that material information related to the Company is made known to them by employees and third party consultants working for the Company and its subsidiaries. Other than any arising as a result of the transition to IFRS, there have been no significant changes in our disclosure controls and procedures during the three month period ended September 30, 2012. It should be noted that while the Company’s Chief Executive Officer and Chief Financial Officer believe that our disclosure controls and processes will provide a reasonable level of assurance and that they are effective, they do not


- 11 -

expect that the disclosure controls and processes will prevent all errors and frauds. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met. Proposed Transactions As is typical of the mineral exploration and development industry, we are continually reviewing potential, acquisition, investment and joint venture transactions and opportunities that could enhance shareholder value. There is currently no proposed asset or business acquisitions or dispositions, other than those discussed in this MD&A and those in the ordinary course, before the board of directors for consideration. While we remain focused on our plans to continue exploration and development on our two material properties, should we enter into agreements in the future on new properties, we may be required to make cash payments and complete work expenditure commitments under those agreements. Risks and Uncertainties Mineral exploration is subject to a high degree of risk, which a combination of experience, knowledge, and careful evaluation may fail to overcome. Exploration activities seldom result in the discovery of a commercially viable mineral resource. Exploration activities require significant cash expenditures. RenGold will therefore require additional financing to carry on its business and such financing may not be available when it is needed.

Information concerning risks specific to the Company and its industry, which are required to be included in this MD&A are incorporated by reference to the Company’s AIF, in the section entitled “Description of the Business – Risk Factors”.

Other Information

Additional information relating to RenGold is available for viewing on SEDAR at www.sedar.com.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Expressed in Canadian Dollars)

Three months ended September 30, 2012 and 2011

Notice to Reader These condensed consolidated interim financial statements of Renaissance Gold Inc. have been prepared by management and approved by the audit committee of the Board of Directors of the Company. In accordance with National Instrument 51-102 released by the Canadian Securities Administrators, the Company discloses that its external auditors have not reviewed these interim financial statements, notes to financial statements and the related quarterly Management Discussion and Analysis.

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

RENAISSANCE GOLD INC. CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION (Unaudited - Expressed in Canadian dollars)

September 30, 2012

June 30, 2012

Note (Audited)ASSETS

Current assetsCash 4 6,417,177$ 7,443,385$ Receivables 5 642,355 233,948 Advances and prepaid expenses 6 100,515 96,476

7,160,047 7,773,809 Non-current assets

Exploration and evaluation assets 7 942,201 928,582 Property, plant and equipment 8 123,990 140,423 Reclamation bonds 9 44,624 46,207

1,110,815 1,115,212

8,270,862$ 8,889,021$

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilitiesTrade and other payables 10 676,244$ 350,230$ Note payable - exploration and evaluation assets 63,230 64,550

739,474 414,780 Shareholders' equity

Share capital 11 27,422,756 27,422,756 Share-based reserve 11 3,128,558 2,667,618 Foreign exchange reserve (115,168) (156,003) Deficit (22,904,758) (21,460,130)

7,531,388 8,474,241

8,270,862$ 8,889,021$

Nature of operations 1Commitments 13Subsequent event 15 These condensed consolidated interim financial statements are approved for issue by the Board of Directors on November 12, 2012. They are signed on the Company’s behalf by: “Ronald Parratt”, Director “Robert Boaz”, Director


RENAISSANCE GOLD INC. CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (Unaudited - Expressed in Canadian dollars)

September 30, September 30,Note 2012 2011

ExpensesConsulting 27,500$ 30,000$ Depreciation 12,735 13,799 Exploration and evaluation expenditures 7 513,672 536,057 Exploration and evaluation recoveries - (255,544) Foreign exchange 94,305 (27,284) Insurance 13,974 10,814 Management fees earned (41,376) (3,563) Office and miscellaneous 22,402 11,985 Professional fees 17,498 25,774 Regulatory and transfer agent fees 19,942 13,377 Rent 26,145 23,342 Salaries and benefits 265,738 229,679 Shareholder relations 17,088 37,391 Share-based compensation 11 460,940 24,498 Travel and related 15,682 20,671

(1,466,245) (690,996)

Interest and other income 21,617 32,018 (1,444,628) (658,978)

Foreign currency translation differences for foreign operations 40,835 51,823

Comprehensive loss for the period (1,403,793)$ (607,155)$

(0.05)$ (0.02)$

30,739,077 30,739,077

Three months ended

Loss for the period

Basic and diluted loss per common share

Weighted average number of common shares outstanding


RENAISSANCE GOLD INC. CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (Unaudited - Expressed in Canadian dollars)

September 30, September 30,2012 2011

CASH FLOWS TO OPERATING ACTIVITIESLoss for the period (1,444,628)$ (658,978)$ Items not affecting cash:

Depreciation 12,735 13,799 Share-based compensation - administration 460,940 24,498 Share-based compensation - exploration and evaluation expenditures - 782 Unrealized foreign exchange gain (loss) 81,188 (1,772)

Changes in non-cash working capital items:Increase in receivables (408,407) (457,063) Increase in advances and prepaid expenses (4,039) (32,175) Increase in trade and other payables 326,014 161,430

Net cash used in operating activities (976,197) (949,479)

CASH FLOWS TO INVESTING ACTIVITIESReclamation bonds - (3,161) Property, plant and equipment (591) (12,692) Exploration and evaluation asset expenditures (45,511) (111,740) Exploration and evaluation asset recoveries 4,508 34,871

Net cash used in investing activities (41,594) (92,722)

Effect of foreign exchange on cash (8,417) -

(1,026,208) (1,042,201)

7,443,385 10,718,536

6,417,177$ 9,676,335$ Cash, end of period

Three months ended

Decrease in cash during the period

Cash, beginning of period


RENAISSANCE GOLD INC. CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY (Unaudited - Expressed in Canadian dollars)

Number of Shares

Share Capital

Share-based Reserve

Foreign Exchange Reserve

Deficit Total Equity

30,739,077 27,422,756$ 1,564,276$ (124,181)$ (17,508,523)$ 11,354,328$

Changes in the period:Share-based compensation - - 25,280 - - 25,280 Comprehensive loss for the period - - - 51,823 (658,978) (607,155)

30,739,077 27,422,756$ 1,589,556$ (72,358)$ (18,167,501)$ 10,772,453$

Number of Shares

Share Capital

Share-based Reserve

Foreign Exchange Reserve

Deficit Total Equity

30,739,077 27,422,756$ 2,667,618$ (156,003)$ (21,460,130)$ 8,474,241$ Changes in the period:Share-based compensation - - 460,940 - - 460,940 Comprehensive loss for the period - - - 40,835 (1,444,628) (1,403,793)

30,739,077 27,422,756$ 3,128,558$ (115,168)$ (22,904,758)$ 7,531,388$ Balance, September 30, 2012

Balance, June 30, 2012

Balance, June 30, 2011

Balance, September 30, 2011

RENAISSANCE GOLD INC. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Expressed in Canadian dollars) September 30, 2012

- 7 -

1. NATURE OF OPERATIONS Renaissance Gold Inc. (the “Company” or “RenGold”) was incorporated under the laws of British Columbia on May 25, 2010. The common shares of RenGold are listed on The Toronto Stock Exchange. RenGold is an exploration stage business engaged in the acquisition and exploration of mineral properties located in the USA, Argentina and Spain. RenGold’s head office is located at 4750 Longley Lane, Suite 106, Reno, NV 89502. RenGold’s registered office is located at 1810 – 1111 West Georgia Street, Vancouver, British Columbia, Canada, V6E 4M3 and its corporate office is located at Unit 1 – 15782 Marine Drive, White Rock, British Columbia, Canada, V4B 1E6. The Company is in the process of exploring its exploration and evaluation assets and has not yet determined whether any of its properties contain mineral reserves that are economically recoverable. The recoverability of the amounts spent for exploration and evaluation assets is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of its properties, and upon future profitable production or proceeds from the disposition of the properties. The operations of the Company will require various licenses and permits from various governmental authorities which are or may be granted subject to various conditions and may be subject to renewal from time to time. There can be no assurance that the Company will be able to comply with such conditions and obtain or retain all necessary licenses and permits that may be required to carry out exploration, development and mining operations at its projects. Failure to comply with these conditions may render the licences liable to forfeiture. These condensed consolidated interim financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business in the foreseeable future. Management believes that the Company’s cash on hand at September 30, 2012, provides the Company with sufficient financial resources to carry out its exploration and operations through the next twelve months. These financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate. 2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Statement of compliance These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting (“IAS 34”) as issued by the International Accounting Standards Board (“IASB”). The policies applied in these interim financial statements are based on International Financial Reporting Standards (“IFRS”) issued and outstanding as at the date the Board of Directors approved these interim financial statements for issue.

These interim financial statements do not include all of the information and disclosures required by IFRS for annual financial statements and therefore should be read in conjunction with the Company’s annual consolidated financial statements for the year ended June 30, 2012.


- 8 -

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

Basis of measurement These condensed consolidated interim financial statements have been prepared on the historical cost basis except for certain financial instruments which are measured at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

Functional and presentation currency These condensed consolidated interim financial statements are presented in Canadian dollars, which is the parent Company’s functional currency as well as being the functional currency for the Company’s Canadian, Spanish and Argentinean subsidiaries. The US dollar is the functional currency for the Company’s US subsidiary. Use of estimates and judgments The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

(i) Critical accounting estimates

Critical accounting estimates are estimates and assumptions made by management that may result in a material adjustment to the carrying amount of assets and liabilities within the next financial year and are, but are not limited to, the following: Estimated useful lives of property, plant and equipment - The estimated useful lives of property, plant and equipment which are included in the consolidated statements of financial position will impact the amount and timing of the related depreciation included in operations. Share-based compensation - The fair value of stock options issued are subject to the limitation of the Black-Scholes option pricing model which incorporates market data and which involves uncertainty and subjectivity in estimates used by management in the assumptions. Changes in the input assumptions can materially affect the fair value estimate of stock options. Recovery of deferred tax assets - Judgment is required in determining whether deferred tax assets are recognized in the statement of financial position. Deferred tax assets, including those arising from unutilized tax losses, require management to assess the likelihood that the Company will generate taxable earnings in future periods, in order to utilize recognized deferred tax assets. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the date of the statement of financial position could be impacted. Additionally, future changes in tax laws in the jurisdictions in which the Company operates could limit the ability of the Company to obtain tax deductions in future periods. The Company has not recorded any deferred tax assets.


- 9 -

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (continued) Use of estimates and judgments (continued) (ii) Critical accounting judgments

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are, but are not limited to, the following: Determination of functional currency - In accordance with IAS 21, “The Effects of Changes in Foreign Exchange Rates” management determined that the functional currency of the parent Company as well as the Company’s Canadian, Spanish and Argentinean subsidiaries is the Canadian dollar and the functional currency of its US subsidiary is the US dollar.

3. NEW STANDARDS, INTERPRETATIONS AND AMENDMENTS NOT YET EFFECTIVE A number of new standards, amendments to standards and interpretations are not yet effective as of September 30, 2012, and have not been applied in preparing these condensed consolidated interim financial statements. None of these are expected to have a material effect on the financial statements of the Company. Effective for annual periods beginning on or after January 1, 2013:

• Amendments to IAS 27 and IAS 28 Separate Financial Statements and Investments in Associates and Joint Ventures

Addresses accounting for subsidiaries, jointly controlled entities and associates in non-consolidated financial statements. IAS 28 has been amended to include joint ventures in its scope and to address the changes in IFRS 10 – 13.

• New standard IFRS 9 Financial Instruments

• Partial replacement of IAS 39 Financial Instruments: Recognition and Measurement

• New standard IFRS 10 Consolidated Financial Statements

Provides a new single consolidation model that identifies control as the basis for consolidation for all types of entities, and replaces IAS 27 Consolidated and Separate Financial Statements and SIC-12 Consolidation – Special Purpose Entities.

• New standard IFRS 11 Joint Arrangements

Improves the accounting for joint arrangements by introducing a principle-based approach that requires a party to a joint arrangement to recognize its rights and obligations arising from the arrangement. Such a principle-based approach will provide users with greater clarity about an entity’s involvement in its joint arrangements by increasing the verifiability, comparability and understandability of the reporting of these arrangements. IFRS 11 supersedes IAS 31 Interests in Joint Ventures and SIC-13 Jointly Controlled Entities-Non-Monetary Contributions by Venturers.


- 10 -

3. NEW STANDARDS, INTERPRETATIONS AND AMENDMENTS NOT YET EFFECTIVE (continued)

• New standard IFRS 12 Disclosure of Interests in Other Entities

Combines, enhances and replaces the disclosure requirements for subsidiaries, joint arrangements, associates and unconsolidated structured entities.

• New standard IFRS 13 Fair Value Measurement

Defines fair value and sets out a framework for measuring fair value and disclosures about fair value measurements. It applies when other IFRSs require or permit fair value measurements. It does not introduce any new requirements to measure an asset or a liability at fair value, change what is measured at fair value in IFRSs or address how to present changes in fair value.

The Company has not early adopted these revised standards and is currently assessing the impact that these standards could have on future financial statements. 4. CASH

As at

September 30, 2012

As at June 30,

2012Canadian dollar denominated deposits $ 5,991,952 $ 6,862,473 US dollar denominated deposits 242,238 340,742 Euro dollar denominated deposits 177,118 199,172 Argentine Peso denominated deposits 5,869 40,998

Total $ 6,417,177 $ 7,443,385

5. RECEIVABLES

As at

September 30, 2012

As at June 30,

2012Amounts due from Governments pursuant to goods and services input tax credits: Canada $ 14,088 $ 12,860 Spain 9,543 8,091Amount due from joint venture partners 581,023 193,402 Interest receivable on cash balances 37,623 19,595Other receivables 78 -

Total $ 642,355 $ 233,948


- 11 -

6. ADVANCES AND PREPAID EXPENSES

As atSeptember 30,

2012

As atJune 30,

2012Prepaid expenses $ 90,619 $ 84,066 Other advances 9,896 12,410

Total $ 100,515 $ 96,476

7. EXPLORATION AND EVALUATION ASSETS RenGold acquires mineral properties through staking and from third party vendors, some of which are subject to a net smelter return royalty (“NSR”). Subsequently, the Company may enter into agreements to sell a portion of its interest in its mineral properties to third parties in exchange for exploration expenditures, royalty interests and cash and share based payments. RenGold cannot guarantee title to all of its exploration and evaluation assets as the properties may be subject to prior mineral rights applications with priority, prior unregistered agreements or transfers and title may be affected by undetected defects. Certain of the mineral rights held by RenGold are held under applications for mineral rights, and until final approval of such applications is received, RenGold’s rights to such mineral rights may not materialize and the exact boundaries of RenGold’s properties may be subject to adjustment.


- 12 -

7. EXPLORATION AND EVALUATION ASSETS (continued) Exploration and evaluation assets deferred to the consolidated statements of financial position are as follows:

June 30, 2012 Additions Recoveries Written-off

Foreign exchange

adjustment September 30,

2012 Nevada:

Arabia 175,683$ -$ -$ -$ (6,023)$ 169,660$ Big Gossan - - - - - - Black Canyon 51,913 - - - (1,780) 50,133 Broken Hills 49,957 - - - (1,712) 48,245 Buffalo Canyon - - - - - - Bunce 165,718 - - - (5,681) 160,037 Fireball Ridge and Fireball South 44,779 - - - (1,535) 43,244 Fourth of July 65,534 1,986 - - (2,266) 65,254 Gold Point 45,755 1,612 - - (1,583) 45,784 Goldstar - - - - - - Green Monster 20,363 19,856 - - (890) 39,329 Gypsum Valley - - - - - - Holly Gold 8,811 - - - (302) 8,509 Jessup (JPW) - - - - - - King Solomon 42,498 9,928 - - (1,553) 50,873 Leonid - - - - - - NLRC License - - - - - - Pasco Canyon - - - - - - Reef 5,463 - - - (187) 5,276 Rose Mine 12,697 - - - (436) 12,261 Sinter 39,523 - - - (1,355) 38,168 Spruce Mountain - - - - - - Sundance 10,196 - - - (349) 9,847 Trinity Silver - - - - - - Whistler - 7,621 - - (74) 7,547 Wood Hills South 48,381 4,508 (4,508) - (1,658) 46,723

Utah:Wildcat - - - - - -

Spain:Baza 89,401 - - - - 89,401

Argentina:La Rosita 17,283 - - - - 17,283 Covadonga 17,283 - - - - 17,283 Meridiano 17,344 - - - - 17,344

Exploration and evaluation assets 928,582$ 45,511$ (4,508)$ -$ (27,384)$ 942,201$


- 13 -

7. EXPLORATION AND EVALUATION ASSETS (continued) Exploration and evaluation expenditures included in the loss for the three-month periods ended September 30, 2012 and 2011 are as follows: Exploration expenditures by property:

Exploration and Evaluation

Expenditures

Recoveries from funding partners

Net Exploration and Evaluation Expenditures

Exploration and Evaluation

Expenditures

Recoveries from funding partners

Net Exploration and Evaluation Expenditures

Nevada:Arabia 163,883$ - 163,883 15,235$ - 15,235$ Big Gossan 31,500 (31,500) - - - - Black Canyon 21,658 - 21,658 30,349 - 30,349 Broken Hills 20,195 - 20,195 23,144 - 23,144 Buffalo Canyon 15,470 - 15,470 414,261 (414,261) - Bunce 3,565 - 3,565 8,488 - 8,488 Clover Hill - - - 4,901 - 4,901 Downeyville - - - 1,022 - 1,022 Fireball Ridge 6,485 - 6,485 11,915 - 11,915 Fourth of July 38,746 - 38,746 72,282 - 72,282 General reconnaissance 41,122 - 41,122 122,779 - 122,779 Gold Point 43,337 - 43,337 49,885 - 49,885 Goldstar 41,192 (41,192) - 7,960 - 7,960 Green Monster 19,743 - 19,743 21,307 - 21,307 Gypsum Valley (2,639) - (2,639) 2,470 - 2,470 Hays Canyon - - - 1,647 - 1,647 Holly Gold 4,109 - 4,109 - - - Jersey Canyon 8,262 - 8,262 12,008 - 12,008 Jessup (JPW) 4,242 - 4,242 3,340 - 3,340 King Solomon 21,248 - 21,248 26,039 - 26,039 Leonid 57,848 (57,817) 31 23,492 - 23,492 Pactolus - - - 8,745 - 8,745 Pasco Canyon 22,560 (22,560) - 3,630 - 3,630 Polkinghorne 99 - 99 2,306 - 2,306 Reef 22,131 (22,100) 31 26,791 (26,791) - Rose Mine 31,941 (31,879) 62 41,562 (41,562) - Sinter 5,514 - 5,514 11,023 - 11,023 Spruce Mountain 819,459 (819,459) - 102,678 (102,678) - Sundance 10,456 - 10,456 - - - Swiss Bank (6,424) - (6,424) - - - Trinity Silver 21,098 (20,888) 210 5,158 (5,158) - Whistler 31,561 - 31,561 - - - Wild Horse - - - 1,509 - 1,509 Wood Hills South 292 (292) - 71,293 (71,293) -

1,498,653 (1,047,687) 450,966 1,127,219 (661,743) 465,476 Utah:

Wildcat 259 - 259 1,266 - 1,266 Spain:

Baza 16,862 - 16,862 346,369 (339,876) 6,493 South America:

Argentina reconnaissance 239 - 239 - - - Chile reconnaissance 19,380 - 19,380 6,723 - 6,723 Santa Cruz Province reconnaissance 4,090 - 4,090 42,287 - 42,287 Covadonga 643 - 643 - - - El Monte 137,410 (137,410) - 61,735 (61,735) - Gertrudis - - - 1,546 (1,546) - La Rosita 10,470 - 10,470 1,784 - 1,784 Meridiano 10,763 - 10,763 11,246 - 11,246 Share-based compensation - - - 782 - 782

1,698,769$ (1,185,097)$ 513,672$ 1,600,957$ (1,064,900)$ 536,057$

Three months ended September 30, 2012 Three months ended September 30, 2011

Exploration and evaluation expenditures


- 14 -

7. EXPLORATION AND EVALUATION ASSETS (continued) Details on the Company’s exploration and evaluation assets and expenditures are found in Note 7 of the June 30 2012 consolidated financial statements and only material differences of those agreements or new agreements are noted below. Fourth of July, Pershing County, Nevada Effective September 15, 2012, the Company entered into a mining lease and option to purchase agreement. The owner retained a 3% NSR royalty. RenGold may purchase up to 3% of the NSR for US$1,000,000 for each percentage point of the NSR purchased. The agreement includes an option to purchase the property for US$250,000 at any time the Company decides to commence development of or mining on the property, or completes a positive feasibility study for these activities. The cash payments paid to the date of purchase are creditable against the purchase price. To maintain the option, the Company is required to make annual payments as follows:

Date Payment US$

September 15, 2012 $2,000 (paid) September 15, 2013 $3,000 September 15, 2014 $4,000 September 15, 2015 $5,000 September 15, 2016 $6,500 September 15, 2017 $8,000 September 15, 2018 and each anniversary until termination/purchase

$10,000

Whistler, Eureka County, Nevada During the period ending September 30, 2012, the Company staked certain claims in Nevada known as the Whistler claims. 8. PROPERTY, PLANT AND EQUIPMENT The following is a reconciliation of the carrying amounts of property, plant and equipment:

Office equipment Computers Field equipment Vehicles Computers Field equipment TotalCost

At June 30, 2012 39,099$ 96,235$ 108,276$ 88,682$ 574$ 59,070$ 391,936$ Assets acquired 591 - - - - - 591 Assets sold - - - - - - - Foreign exchange adjustment (1,930) (3,299) (3,127) (3,040) - - (11,396) At September 30, 2012 37,760$ 92,936$ 105,149$ 85,642$ 574$ 59,070$ 381,131$

Accumulated depreciationAt June 30, 2012 25,158$ 73,341$ 86,354$ 19,214$ 574$ 46,872$ 251,513$ Depreciation for the year 1,276 3,541 2,542 4,324 - 1,052 12,735 Assets sold - - - - - - - Foreign exchange adjustment (874) (2,549) (2,984) (700) - - (7,107) At September 30, 2012 25,560$ 74,333$ 85,912$ 22,838$ 574$ 47,924$ 257,141$

Carrying amountsAt June 30, 2012 13,941$ 22,894$ 21,922$ 69,468$ -$ 12,198$ 140,423$ At September 30, 2012 12,200$ 18,603$ 19,237$ 62,804$ -$ 11,146$ 123,990$

USA Argentina


- 15 -

9. RECLAMATION BONDS

Green Monster Black Canyon Pasco Canyon

At June 30, 2012 $ 14,457 28,467$ 3,283$ 46,207$ Additions - - - - Foreign exchange adjustment (496) (975) (112) (1,583) At September 30, 2012 13,961$ 27,492$ 3,171$ 44,624$

Nevada

10. TRADE AND OTHER PAYABLES

As at

September 30, 2012As at

June 30, 2012Trade payables 609,172$ 301,939$ Cash advances from earn-in partners 18,987 27,198 Director fees payable 12,788 - Expenses payable to directors and officers 35,297 21,093 Total 676,244$ 350,230$

11. SHARE CAPITAL a) Authorized share capital At September 30, 2012 and 2011, the authorized share capital comprised an unlimited number of common shares without par value and an unlimited of preferred shares without par value. b) Issued share capital A summary of changes in share capital and reserves is contained on the Consolidated Statements of Changes in Equity for the three-month periods ended September 30, 2012 and 2011. c) Warrants There was no share purchase warrants activity for the three-month period ended September 30, 2012. As at September 30, 2012 there were no warrants outstanding. d) Stock Options On October 3, 2012, the Company’s shareholders approved a fixed stock option plan (the “2012 Plan”) replacing the Company’s previous 10% rolling plan. Under the 2012 Plan, the maximum number of common shares reserved for issuance may not exceed 3,000,000. The vesting terms of each stock option grant is determined by the Board of Directors at the time of grant. The exercise price of each stock option shall not be less than the market price of the Company’s stock at the date of grant. All options granted pursuant to the 2012 Plan are for a term of no longer than ten years.


- 16 -

11. SHARE CAPITAL (continued) d) Stock Options (continued) Also on October 3, 2012, the Company’s shareholders approved a restricted share plan (the “RS Plan”) whereby, from time to time, at the discretion of the Board of Directors, restricted share rights are granted to key executives, employees and directors of the Company. The RS Plan provides for the acquisition of common shares by participants for the purpose of advancing the interests of the Company through the motivation, attraction and retention of key executives and employees and to secure for the shareholders of the Company the benefits inherent in the ownership of common shares by key executives, employees and directors of the Company, it being generally recognized that restricted share plans aid in attracting, retaining and encouraging employees and directors due to the opportunity offered to them to acquire a proprietary interest in the Company. A vesting element is included when the restricted share rights are issued as an incentive for the individual to remain with the Company. Following the occurrence of an issuing event, with all such capitalized such terms as defined in the RS Plan, the Company shall issue the holder of the restricted share right that number of fully-paid and non-assessable common shares equal to the vesting portion of the restricted share rights. Under the RS Plan, the number of shares reserved for issuance may not exceed 1,500,000 shares. The continuity of stock options for the three-month period ended September 30, 2012 was as follows:

Expiry dateExercise

price

Balance,June 30,

2012 Granted ExercisedExpired/

cancelled

Balance,September 30,

2012March 9, 2016 $1.66 1,135,000 - - (675,000) 460,000 August 16, 2016 $1.67 1,070,000 - - (650,000) 420,000 July 20, 2017 $0.71 - 859,997 - - 859,997

2,205,000 859,997 - (1,325,000) 1,739,997

Weighted average exercise price $1.66 $0.71 $0.00 $1.66 $1.19 At September 30, 2012, all but 140,000 of the 1,739,997 stock options were exercisable. e) Share-based compensation During the three-month period ended September 30, 2012, the Company recorded $460,940 (2011 - $24,498) of share-based compensation for options vested during the period. Of the $460,940 share-based compensation recorded, $73,418 was for options that were granted in fiscal 2011 and vested in fiscal 2013 and $387,522 was for options granted in fiscal 2013 and vested in fiscal 2013. On July 20, 2012, the Company granted 859,997 options with a fair value of $387,522 or $0.45 per option. The fair value was estimated on the grant date using the Black-Scholes Option Pricing Model with the following assumptions: 79.22% expected stock price volatility, a 1.12% risk free interest rate, a five year expected life and zero expected dividend yield.


- 17 -

12. RELATED PARTY TRANSACTIONS Prior to organizing RenGold two directors owned exploration and evaluation assets in each of their private companies that were at that time under option to other mineral companies. As these exploration and evaluation assets are returned to the directors they are first offered to the Company. The technical merits of the property are determined by uninterested technical management who then decide whether the project meets RenGold’s investment criteria. Geocorp has four remaining legacy properties that are currently under option agreements with other parties. If and when the third party agreements are terminated, the properties will be offered to RenGold at that time. a) The Company’s related parties consist of three companies owned in whole in or in part by executive officers and directors of the Company. Name Nature of transactions Golden Oak Corporate Services Limited Consulting fees for corporate compliance and financial reporting Parratt Geological Services, LLC Exploration and evaluation leases Geocorp Exploration and evaluation leases The Company incurred the following fees and exploration and evaluation asset lease payments in the normal course of operations in connection with individuals and companies owned by key management and directors:



Consulting fees 27,500$ 27,500$ Exploration and evaluation asset lease payments 9,832 17,154

37,332$ 44,654$ b) Compensation of key management personnel Key management comprises members of the board of directors, the Executive Chairman, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer and Corporate Secretary and the Vice President Exploration. The aggregate compensation paid, or payable, to key management personnel, which include the amounts disclosed in Note 12(a), during the three-month periods ended September 30, 2012 and 2011 were as follows:



Salaries $ 119,632 $ 124,521 Director fees - non-management 38,104 32,503 Consulting fees 27,500 27,500 Share-based compensation 387,522 10,160

572,758$ 194,684$


- 18 -

13. COMMITMENTS The Company has obligations under two operating leases for its US Subsidiary’s corporate offices in Reno, Nevada until June 2016. Future minimum lease payments for non-cancellable leases with initial or remaining lease terms in excess of one year are included. The Company has provided the landlord with a guarantee of this lease. The Company paid a security deposit of US$28,141 which shall decrease by US$5,628 on the first day of the 25th month of the lease term and continue to be reduced by such amount each 12 month period thereafter provided that it shall not be drawn down to below US$11,256 during the lease term.

FiscalYear

Operating Leases

US$

2013 54,455$ 2014 74,110 2015 75,648 2016 57,516 Total 261,728$

14. SEGMENTED INFORMATION

RenGold operates in one business segment being the acquisition and exploration of exploration and evaluation assets and has three geographical segments: USA, Argentina and Spain. The total assets attributable to the geographical locations relate primarily to property, plant and equipment and exploration and evaluation assets and have been disclosed in Notes 7 and 8. 15. SUBSEQUENT EVENT On October 26, 2012, the Company received TSX approval to re-price 460,000 of its $1.66 options and 420,000 of its $1.67 options to $0.71 all of which are held by non-insiders of the Company.

Documents

Quarterly Report Expressed in Canadian dollars · · 2012-11-13Quarterly Report Expressed in Canadian dollars For the three months ended ... Rose Mine Rose Gold LLC, a subsidiary