Form 6-K Fiore Exploration Ltd. For: Dec 06

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December 16, 2016 1:18 PM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 AND 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of December 2016

File No. 001-31799

Fiore Exploration Ltd.

(Formerly Rouge Resources Ltd.)

(Name of Registrant)

Suite 3123-595 Burrard St., Vancouver, BC V7X 1J1

(Address of principal executive offices)

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

FORM 20-F x

FORM 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 6-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Fiore Exploration Ltd.

(Registrant)

Dated: December 6, 2016

By: /s/ “Melinda Coghill”

Melinda Coghill

Corporate Secretary

Exhibits:

99.1

Interim Financial Statements for the period ended October 31, 2016

99.2

Management Discussion and Analysis

99.3

CEO Certification

99.4

CFO Certification

Condensed interim financial statements of

Fiore Exploration Ltd.

Three and nine months ended October 31, 2016 and 2015

(Expressed in Canadian dollars)

(Unaudited)

NOTICE OF NO AUDITOR REVIEW

The accompanying unaudited condensed interim financial statements of Fiore Exploration Ltd. (the “Company”) have been prepared by and are the responsibility of the Company’s management.

In accordance with National Instrument 51-102, the Company discloses that its independent auditor has not performed a review of these condensed interim financial statements.

Fiore Exploration Ltd.

Condensed Interim Statements of Financial Position

(Expressed in Canadian dollars)

(Unaudited)




		October 31, 2016		January 31, 2016

Assets
Current assets
Cash and cash equivalents	$	14,088,602	$	553
Amounts receivable		44,938		440
Prepaid expenses		103,037		-
Advances (Note 4)		13,336		-
		14,249,913		993

Exploration and evaluation assets (Note 3)		10,660,005		284,341
Equipment		-		621
Deposit		-		6,900
Total assets	$	24,909,918	$	292,855

Liabilities
Current liabilities
Trade and other payables	$	112,837	$	18,973
Loan payable (Note 5)		-		39,676
Related party payables (Note 6)		-		290,304
		112,837		348,953

Equity
Share capital (Note 7)		29,763,840		3,953,590
Equity reserve (Note 7)		2,334,178		53,357
Deficit		(7,300,937)		(4,063,045)
Total equity		24,797,081		(56,098)
Total liabilities and equity	$	24,909,918	$	292,855

Nature and continuance of operations (Note 1)

Commitments (Note 10)

Subsequent events (Notes 7(c), 11)

Approved by the Board of Directors and authorized for issue on December 6, 2016:


“Robert Pirooz”		Director

“Harry Pokrandt”		Director

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

Fiore Exploration Ltd.

Condensed Interim Statements of Loss and Comprehensive Loss

For the three and nine months ended October 31, 2016 and 2015

(Expressed in Canadian dollars)

(Unaudited)


	Three months ended October 31,				Nine months ended October 31,
		2016		2015		2016		2015

Expenses
Share-based compensation (Note 6, 7)	$	416,646	$	-	$	2,304,282	$	-
Consulting services		207,221		-		291,197		250
Salaries and benefits (Note 6)		63,486		15,000		135,139		45,000
Office and rent		93,723		12,266		120,522		33,991
Marketing and travel		28,714		2,249		53,651		4,454
Regulatory and transfer agent fees		15,682		1,987		53,629		13,178
Professional fees		27,782		5,386		49,774		17,251
Amortization		-		66		621		200
		(853,254)		(36,954)		(3,008,815)		(114,324)

Forgiveness of debt (Notes 5, 6)		-		-		56,057		-
Impairment of exploration and evaluation assets (Note 4)		-		-		(284,341)		-
Finance income (expense)		765		(435)		784		(2,273)
Foreign exchange gain (loss)		(1,577)		-		(1,577)		-

Loss and comprehensive loss for the period	$	(854,066)	$	(37,389)	$	(3,237,892)	$	(116,597)

Basic and diluted loss per share for the period	$	(0.01)	$	(0.00)	$	(0.05)	$	(0.00)

Weighted average number of common shares outstanding – basic and diluted		88,864,380		44,633,171		59,323,098		44,633,171

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

Fiore Exploration Ltd.

Condensed Interim Statements of Equity

(Expressed in Canadian dollars)

(Unaudited)


	Share Capital Number Amount		Equity Reserve	Deficit	Total
Balance at January 31, 2015	44,633,171	$ 3,953,590	$ 53,357	$ (3,908,267)	$ 98,680
Net loss and comprehensive loss	-	-	-	(116,597)	(116,597)
Balance at October 31, 2015	44,633,171	3,953,590	53,357	(4,024,864)	(17,917)
Net loss and comprehensive loss	-	-	-	(38,181)	(38,181)
Balance at January 31, 2016	44,633,171	3,953,590	53,357	(4,063,045)	(56,098)
Private placements (Note 7)	40,000,000	16,200,000	-	-	16,200,000
Share issuance costs (Note 7)	-	(717,611)	-	-	(717,611)
Shares issued as finders fees on private placements (Note 7)	40,000	10,400	-	-	10,400
Share-based compensation (Notes 6, 7)	-	-	2,304,282	-	2,304,282
Exercise of stock options (Note 7)	870,000	66,961	(23,461)	-	43,500
Shares issued on acquisitions (Notes 4, 7)	14,900,000	9,685,000	-	-	9,685,000
Shares issued as finders fees on acquisitions (Notes 4, 7)	870,000	565,500	-	-	565,500
Net loss and comprehensive loss	-	-	-	(3,237,892)	(3,237,892)
Balance at October 31, 2016	101,313,171	$ 29,763,840	$ 2,334,178	$ (7,300,937)	$ 24,797,081

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

Fiore Exploration Ltd.

Condensed Interim Statements of Cash Flows

For the nine months ended October 31, 2016 and 2015

(Expressed in Canadian dollars)

(Unaudited)


	Nine months ended October 31,
		2016		2015

Operating activities
Loss for the period	$	(3,237,892)	$	(116,597)
Adjust for:
Amortization		621		200
Forgiveness of debt (Notes 5, 6)		(56,057)		-
Finance income		784		-
Impairment of exploration and evaluation assets		284,341		-
Share-based compensation (Notes 6, 7)		2,304,282		-
Changes in non-cash working capital items:
Amounts receivable		(44,498)		294
Prepaid expenses		(103,037)		-
Advances		(13,336)		-
Trade and other payables		93,864		(9,412)
Interest received		(784)		-
Cash used in operating activities		(771,712)		(125,515)

Investing activities
Exploration and evaluation expenditures (Note 4)		(409,505)		(7,000)
Cash used in investing activities		(409,505)		(7,000)

Financing activities
Proceeds on issuance of common shares net of share issuance costs		15,492,789		-
Proceeds from exercise of stock options		43,500		-
Deposit		6,900		-
Increase (decrease) in related party payables		(273,923)		133,570
Cash provided by financing activities		15,269,266		133,570

Increase in cash and cash equivalents		14,088,049		2,055
Cash and cash equivalents, beginning of period		553		271
Cash and cash equivalents, end of period	$	14,088,602	$	2,326

Supplemental cash flow information
Non-cash share issuance costs	$	10,400	$	-
Non-cash acquisition costs		10,250,500		-
	$	10,260,900	$	-

Cash and cash equivalents is composed of:
Cash	$	88,602	$	2,326
Term deposits		14,000,000		-
	$	14,088,602	$	2,326

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

Fiore Exploration Ltd.

Notes to the Condensed Interim Financial Statements

October 31, 2016

(Expressed in Canadian dollars)

(Unaudited)

NATURE AND CONTINUANCE OF OPERATIONS

The Company was incorporated on March 31, 1988, under the laws of the province of British Columbia, Canada, and its principal activity is the acquisition and exploration of mineral properties. The Company’s shares are traded on the TSX Venture Exchange (“TSX-V”) under the symbol “F” and quoted on the OTC:QB in the United States. The Company’s registered and records office is located at 25^th Floor, 700 West Georgia Street, Vancouver BC, V7Y 1B3.

These unaudited condensed interim financial statements have been prepared on the basis of a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the normal course of business. As at October 31, 2016, the Company had a working capital of $14,137,076, representing funds available to cover on-going operating costs.

During the nine months ended October 31, 2016, the Company closed non-brokered private placements of 20,000,000 shares at a price of $0.26 per share for gross proceeds of $5,200,000 and 20,000,000 shares at a price of $0.55 per share for gross proceeds of $11,000,000 (Note 7(b)).

BASIS OF PRESENTATION

(a)

Statement of compliance

These unaudited condensed interim financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting on a basis consistent with the accounting policies disclosed in the audited financial statements for the fiscal year ended January 31, 2016.

These unaudited condensed interim financial statements should be read in conjunction with the most recently issued annual financial statements of the Company, which include information necessary or useful to understanding the Company’s business and financial statement presentation. In particular, the Company’s significant accounting policies were presented as Note 2 to the financial statements for the year ended January 31, 2016, and have been consistently applied in the preparation of these unaudited condensed interim financial statements, except as noted below.

(b)

New standards adopted during the year

Effective February 1, 2016, the following standards were adopted but have had no material impact on the financial statements:

IFRS 7: Amended to require additional disclosures on transition from IAS 39 and IFRS 9.

(c)

New standards and interpretations not yet adopted

Certain new standards, interpretations, amendments and improvements to existing standards were issued by the IASB or IFRIC. The following have not yet been adopted by the Company and are being evaluated to determine their impact:

IFRS 9: New standard that replaced IAS 39 for classification and measurement, effective for annual periods beginning on or after January 1, 2018.

Fiore Exploration Ltd.

Notes to the Condensed Interim Financial Statements

October 31, 2016

(Expressed in Canadian dollars)

(Unaudited)

BASIS OF PRESENTATION (continued)

(c)

New standards and interpretations not yet adopted (continued)

IFRS 16: In January 2016, the IASB issued IFRS 16, Leases. This standard introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of a low value. A lessee is required to recognize a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. The mandatory effective date of IFRS 16 for the Company is for the annual period beginning on or after July 1, 2019.

AMOUNTS RECEIVABLE


	October 31, 2017		January 31, 2016
Input tax credits	$	40,795	$	440
Other		4,143
Total amounts receivable	$	44,938	$	440

EXPLORATION AND EVALUATION ASSETS

Chile

On July 26, 2016, the Company entered into an agreement for the acquisition of the Pampas El Peñon gold project in Chile (the “Acquisition”). The Acquisition consisted of an option agreement between Arena Minerals Chile SpA (“Arena Chile”), a wholly owned subsidiary of Arena Minerals Inc. (“Arena”) and Sociedad Quimica Y Minera de Chile SA (“SQM”). Consideration for the Acquisition consisted of 9,550,000 common shares of the Company issued to Arena Chile and 5,350,000 common shares issued to SQM. In order to exercise the option the Company assumed Arena’s commitments, which included a total of $750,000 United States dollars (“USD”) in cash payments and an expenditure commitment on the project of $1,830,000 USD, both by July 27, 2017. The Acquisition closed on August 4, 2016, and the Company issued 870,000 common shares to the finders. All shares issued in relation to the Acquisition were valued at $0.65, being the market price on the date of closing. The Company made an option payment of $298,125 ($225,000 USD) in relation to the Acquisition.

The Pampas El Peñon property consists of 13 mining claims totaling 3,400 hectares located approximately 130 kilometres southeast of Antofagasta, Chile.

During the nine months ended October 31, 2016, $13,336 was advanced to fund costs relating to this property.

The following table summarizes the capitalized costs associated with the Company’s exploration and evaluation assets:

Fiore Exploration Ltd.

Notes to the Condensed Interim Financial Statements

October 31, 2016

(Expressed in Canadian dollars)

(Unaudited)

EXPLORATION AND EVALUATION ASSETS (continued)


		Pampas El Peñon
		$
	Acquisition costs:
	Balance, January 31, 2016	--
	Shares issued on acquisition of Pampas El Peñon property	10,250,500
	Option payment	298,125
	Balance, October 31, 2016	10,548,625

	Exploration costs:
	Balance, January 31, 2016	-
	Consulting	101,894
	Travel and meals	9,486
	Balance, October 31, 2016	111,380

	Total costs:
	Balance, October 31, 2016	10,660,005

North Central Ontario

The Company holds a 100% interest in 9 claims in the Thunder Bay Mining District of North Central Ontario area, known as the Dotted Lake Property.

No expenditures were incurred during the nine months ended October 31, 2016. During the nine months ended October 31, 2016, the Company determined expenditures on further exploration and evaluation of the claims was not budgeted, nor planned, in the foreseeable future and as such recognized an impairment for the full value of $284,341 in the statements of loss and comprehensive loss.

LOAN PAYABLE

The loan payable relating to a former professional advisor was fully settled by a forgiveness of debt during the nine months ended October 31, 2016 (January 31, 2016 - $39,676). The loan was an unsecured and non-interest bearing with no fixed term of repayment.

RELATED PARTY PAYABLES AND TRANSACTIONS

During the nine months ended October 31, 2016, the Company fully settled the outstanding balance owed to previous directors and companies controlled by its previous directors. The settlement was a combination of cash and forgiveness of debt.

During the three and nine months ended October 31, 2016, the Company incurred management fees, director’s fees, rent and legal fees to its previous directors or companies controlled by its previous directors of nil and $30,857, respectively (three and nine months ended October 31, 2015 - $24,421 and $77,086). As at October 31, 2016, nil was due to the previous Chief Executive Officer of the Company (as at January 31, 2016, $277,845).

During the three months ended October 31, 2016, the Company incurred management salary expense of $56,250 and benefits of $1,644 to the Chief Executive Officer of the Company, Tim Warman (three months ended October 31, 2015 - nil). During the nine months ended October 31, 2016, the Company incurred management salary expense of $70,817 and benefits of $1,644 to the Chief Executive Officer of the Company (nine months ended October 31, 2015 - nil). As at October 31, 2016, nil was due to the Chief Executive Officer of the Company.

Fiore Exploration Ltd.

Notes to the Condensed Interim Financial Statements

October 31, 2016

(Expressed in Canadian dollars)

(Unaudited)

RELATED PARTY PAYABLES AND TRANSACTIONS (continued)

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers. Key management personnel compensation for the nine months ended October 31, 2016, including share-based compensation, was $221,158 (October 31, 2015 - $77,086).

EQUITY

(a)

Authorized

Unlimited common shares with no par value

(b)

Issued and fully paid common shares

During the nine months ended October 31, 2016, the Company closed non-brokered private placements of 20,000,000 common shares at a price of $0.26 per share for gross proceeds of $5,200,000 and 20,000,000 common shares at a price of $0.55 per share, for gross proceeds of $11,000,000. The Company issued 40,000 common shares as a finder’s fee. Cash share issue costs of $707,211 were incurred in relation to the non-brokered private placements. Additionally, the Company closed the Acquisition, on August 4, 2016, and issued 15,770,000 common shares, inclusive of the finder’s fee (Note 4).

As at October 31, 2016, 101,313,171 common shares were issued and outstanding.

(c)

Stock options

The Company has adopted an incentive stock option plan which provides that the Board of Directors of the Company may from time to time, in its discretion and in accordance with the TSX-V requirements, grant to directors, officers, employees and technical consultants to the Company, non-transferable stock options to purchase common shares, provided that the number of common shares reserved for issuance in any twelve month period will not exceed 10% of the Company’s issued and outstanding common shares. Such options will be exercisable for a period of up to 10 years from the date of grant at a price not less than the closing price of the Company’s shares on the last trading day before the grant of such options less any discount, if applicable, but in any event not less than $0.05 per share. In connection with the foregoing, the number of common shares reserved for issuance to any one optionee insider in any twelve month period will not exceed ten percent (10%) of the issued and outstanding common shares and the number of common shares reserved for issuance to any one employee or consultant will not exceed two percent (2%) of the issued and outstanding common shares. Options may be exercised no later than 90 days following cessation of the optionee’s position with the Company or 30 days following cessation of an optionee conducting investor relations activities.

During the nine months ended October 31, 2016, 2,500,000 stock options were granted to directors, officers, consultants and charities of the Company with an exercise price of $0.05, exercisable until May 10, 2026. Using the Black-Scholes option pricing model, the grant date fair value was $97,752.

Fiore Exploration Ltd.

Notes to the Condensed Interim Financial Statements

October 31, 2016

(Expressed in Canadian dollars)

(Unaudited)

EQUITY (continued)

(c)

Stock options (continued)

During the nine months ended October 31, 2016, 3,250,000 stock options were granted to directors, officers and consultants of the Company with an exercise price of $0.35, exercisable until June 15, 2026. Using the Black-Scholes option pricing model, the grant date fair value was $887,386.

During the nine months ended October 31, 2016, 2,270,000 stock options were granted to directors, officers and charities of the Company with an exercise price of $0.51, exercisable until July 12, 2026. Using the Black-Scholes option pricing model, the grant date fair value was $902,498.

During the nine months ended October 31, 2016, 650,000 stock options were granted to officers and consultants of the Company with an exercise price of $0.63, exercisable until September 20, 2026. Using the Black-Scholes option pricing model, the grant date fair value was $317,638.

During the nine months ended October 31, 2016, 200,000 stock options were granted to consultants of the Company with an exercise price of $0.64, exercisable until September 27, 2026. Using the Black-Scholes option pricing model, the grant date fair value was $99,008.

The following assumptions were used for the Black-Scholes valuation of the stock options granted during the nine months ended October 31, 2016.


	2016	2015
Risk-free interest rate	0.79% - 1.53%	2.82%
Expected life	10 years	10 years
Annualized volatility	75.00%	75.00%
Dividend rate	0.00%	0.00%
Forfeiture rate	0.00%	0.00%

During the nine months ended October 31, 2016, share based compensation of $2,304,282 was recorded.

During the nine months ended October 31, 2016, 870,000 stock options were exercised at an exercise price of $0.05 for proceeds of $43,500.

The following table summarizes information about stock options outstanding at October 31, 2016:


Outstanding and exercisable	Weighted average exercise price		Expiry date		Weighted average remaining contractual life (years)

1,630,000	$	0.05		May 10, 2026	9.5
3,250,000		0.35		June 15, 2026	9.6
2,270,000		0.51		July 12, 2026	9.7
650,000		0.63		September 20, 2026	9.9
200,000		0.64		September 27, 2026	9.9
8,000,000	$	0.36			9.7

Fiore Exploration Ltd.

Notes to the Condensed Interim Financial Statements

October 31, 2016

(Expressed in Canadian dollars)

(Unaudited)

EQUITY (continued)

(c)

Stock options (continued)

The following tables summarizes the movement of stock options:


	Number of options	Weighted average exercise price
Balance, January 31, 2015 and 2016	-	$	-
Granted	8,870,000		0.33
Exercised	(870,000)		0.05
Balance, October 31, 2016	8,000,000	$	0.36

Subsequent to October 31, 2016, 350,000 stock options were granted to consultants of the Company with an exercise price of $0.45, exercisable until November 17, 2019.

FINANCIAL INSTRUMENTS

Financial Risk Management and Fair Value Measurement

The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s financial instruments consist of cash and trade and other payables. Cash is classified as loans and receivables. Trade and other payables are classified as other financial liabilities.

The Company classifies the fair value of financial instruments according to the following hierarchy based on the amount of observable inputs used to value the instrument:

Level 1 – quoted prices in active markets for identical assets or liabilities.

Level 2 – inputs other than quoted 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.

None of the Company’s financial instruments are held at fair value. Cash and trade and other payables are held at carrying value which approximates fair value due to the short-term nature of these instruments.

Financial Instrument Risk Exposure

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board approves and monitors the risk management processes.

Credit Risk

Credit risk arises from the potential for non-performance by counterparties of contractual financial obligations. The Company’s exposure to credit risk is on its cash. The Company reduces its credit risk by maintaining its bank accounts at a large international financial institution. The maximum exposure to credit risk is equal to the fair value or carrying value of the financial assets.

Fiore Exploration Ltd.

Notes to the Condensed Interim Financial Statements

October 31, 2016

(Expressed in Canadian dollars)

(Unaudited)

FINANCIAL INSTRUMENTS (continued)

Financial Instrument Risk Exposure (continued)

Liquidity Risk

The Company’s cash is invested in bank accounts which are available on demand. Management has concluded that the Company has adequate financial resources to settle obligations as at October 31, 2016.

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 equity prices.

The only significant market risk to which the Company is exposed is interest rate risk. The Company’s cash earns interest at variable rates. The fair value of its portfolio is relatively unaffected by changes in short-term interest rates as a result of the short-term nature of these instruments. The Company’s future earned interest is exposed to short-term rates.

Foreign Currency Risk

The Company’s reporting currency is the Canadian dollar and major purchases are transacted in Canadian and US dollars. The Company maintains Canadian and US dollar bank accounts in Canada. The Company is subject to gains and losses from fluctuations in the US dollar against the Canadian dollar.

Price Risk

The Company is exposed to price risk with respect to equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.

MANAGEMENT OF CAPITAL

The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern such that it can continue to provide returns for shareholders and benefits for other stakeholders.

The Company considers the items included in equity as capital. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions, business opportunity and the risk characteristics of the underlying assets. In order to maintain or adjust its capital structure, the Company may issue new shares or return capital to its shareholders. The Company is not subject to externally imposed capital requirements.

Management reviews its capital management approach on an ongoing basis. During the nine months ended October 31, 2016, there has been no change in the Company’s management of capital policies.

Fiore Exploration Ltd.

Notes to the Condensed Interim Financial Statements

October 31, 2016

(Expressed in Canadian dollars)

(Unaudited)

10.

COMMITMENTS

Operating Lease Commitment

The Company leases office premises with a remaining lease term expiring November 30, 2019. The Company’s commitment for future minimum payments in respect of the operating lease commitment is as follows:


		October 31, 2016
	Short-term portion of the lease (<1 Year)	$ 71,190
	Long-term portion of the lease (>1 Year)	161,796
		$ 232,986

11.

SUBSEQUENT EVENT

Subsequent to October 31, 2016, the Company signed a Letter of Intent with SQM to acquire a 100% interest in the Cerro Tostado exploration project in Chile, located just south of the main zone of Yamana Gold’s flagship El Peñon Mine. As part of the transaction, the Company will also acquire two new concession blocks near the Company’s existing Pampas El Peñon project (“Pampas El Peñon South”).

The Company can earn a 100% interest in the Cerro Tostado project and Pampas El Peñon South concessions by:

Spending a total of US$2,247,700 in exploration expenditures over a five-year period, including a US$400,900 exploration commitment in the first year

Making total cash payments to SQM of US$1,259,700 over a five-year period, including US$19,000 in the first year

Issuing 500,000 common shares of the Company to SQM on signing of a definitive agreement

Granting SQM a sliding-scale royalty on precious metal production, which at current gold prices would be 2.5%, with a maximum royalty of 5.0% when gold prices exceed US$2,000 per ounce

A definitive agreement between the Company and SQM is expected by the end of the year.

Fiore Exploration Ltd.

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

Three and Nine Months Ended October 31, 2016

Management’s Discussion and Analysis

The following discussion is management’s assessment and analysis of the results and financial condition of Fiore Exploration Ltd. (the “Company”), and should be read in conjunction with the accompanying unaudited condensed interim financial statements and related notes. The preparation of financial data is in accordance with International Accounting Standard 34 - Interim Financial Reporting (“IAS 34”) using accounting policies consistent with International Financial Reporting Standards (“IFRS”) and all figures are reported in Canadian dollars unless otherwise indicated.

The effective date of this report is December 6, 2016.

Caution Regarding Forward Looking Information

This Management Discussion and Analysis may contain certain “forward-looking statements within the meaning of Canadian securities legislation. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” ”projects,” “aims,” “potential,” “goal,” “objective,” “prospective,” and similar expressions, or that events or conditions “will,” “would,” “may,” “can,” “could” or “should” occur. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include, but are not limited to, a change in the use of proceeds, the volatility of mineral prices, the possibility that exploration efforts will not yield economically recoverable quantities of minerals, accidents and other risks associated with mineral exploration and development operations, the risk that the Company will encounter unanticipated geological factors, the Company’s need for and ability to obtain additional financing, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company’s exploration and development plans, and the other risk factors discussed in greater detail in the Company’s various filings on SEDAR (www.sedar.com) with Canadian securities regulators. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Description of Business

The Company was incorporated on March 31, 1988 under the laws of the province of British Columbia, Canada, and its principal activity is the acquisition and exploration of mineral properties. The Company’s shares are traded on the TSX Venture Exchange under the symbol “F” and quoted on the OTC:QB in the United States.

The Company’s registered and records office is located at 25^th Floor, 700 West Georgia Street, Vancouver BC, V7Y 1B3.

The Company is a Vancouver-based junior mineral exploration company engaged in the business of acquiring, exploring, evaluating and, if warranted, developing mineral resource properties. No revenue has been generated since inception and there is no assurance that a commercially viable mineral deposit exists on our exploration and evaluation assets.

The Pampas El Peñon property consists of 13 mining claims totaling 3,400 hectares located approximately 130 kilometres southeast of Antofagasta, Chile. The property consists of two separate blocks, lying immediately to the west and north of Yamana Gold’s Pampa Augusta Victoria mine complex that forms part of El Peñon mine complex. El Peñon mine began production in 1999 and has an established history of exploration success. The mine produced 227,000 ounces of gold and 7.7 million ounces of silver in 2015 with reported cash costs of US$621 and $8.38 an ounce respectively (Yamana Gold 2015 Annual Report).

The Pampas El Peñon property covers land in the same geological environment as Yamana’s El Peñon deposit hosting several identified north-south-trending structures at or near surface. Three of these structures have been traced for more than 2 kilometers in strike length each. Epithermal Au-Ag targets are hosted by rhyolite domes and dykes, with strong north-south siliceous structures containing highly anomalous silver, arsenic and antimony values, similar to the surface expressions of many of the mineralized veins in the area.

In connection with the Acquisition, on August 4, 2016, the Company closed a non-brokered private placement of 20,000,000 shares at $0.26 per common share for gross proceeds of $5,200,000.

Subsequent to acquiring the project, the Company carried out a ground magnetic survey of the two concession areas and initiated an 8,000 m reverse-circulation (“RC”) drilling program targeting north-south trending rhyolite domes and dykes adjacent to the Pampa Augusta Victoria open-pit and underground mines. The drilling program is designed to intersect structures associated with mineralization and prioritize areas for follow-up drilling.

A 43-101 compliant report, dated July 4, 2016, and titled "NI 43-101 Technical Report on the Pampas El Peñon Property, Province and Municipality of Antofagasta, Antofagasta Region (II), Chile" has been filed on SEDAR.

In November 2016, the Company announced the acquisition from SQM of two additional projects in the same area, Pampas El Peñon South and Cerro Tostado (see press release dated Nov.14, 2016). The Pampas El Peñon south concessions cover an area of approximately 400 Ha and are located approximately 3 km south of, and directly on strike with Yamana’s Pampas Augusta Victoria mine. The concessions are also approximately 1 km southeast of the Company’s El Peñon West concession block. The Company’s land position now surrounds the Pampas Augusta Victoria mine on three sides. Very little work has been conducted in this area, but limited regional rock sampling has found elevated arsenic values. The Company has commenced a ground magnetic survey, and plans to carry out a detailed mapping and sampling program over these new concessions.

The Cerro Tostado project consists of five concessions totalling approximately 1,500 Ha approximately 12 km southwest and 8 km east-southeast of Yamana’s El Peñon and Fortuna mines respectively, and along strike from the principal veins reported at the Fortuna mine. A large hill, Cerro Largato, forms a north-south elongated outcrop of argillic altered and brecciated rhyolite that intrudes and is in fault contact with porphyritic andesitic units and dacitic to rhyodacitic units towards the east and southeast. These outcropping units are surrounded by gravel and caliche covered areas. Alteration is most intense along the breccia bodies that are spatially related with the dominant N-S and NW-SE structural trends. Associated with the argillic alteration and structural trends are variable intensities of hematite-jarosite bearing veinlets.

Previous work by SQM has included geological mapping and sampling, trenching, and approximately 1,937 m of RC drilling in 17 holes. The results have confirmed the presence of structurally controlled silver-dominated mineralization, with highly anomalous levels of silver, arsenic and antimony and anomalous levels of lead and zinc. The Company has commenced a ground magnetic survey, and plans to carry out a detailed mapping and sampling program over these new concessions with the aim of identifying drill targets for early 2017.

The Company can earn a 100% interest in the Cerro Tostado and Pampas El Peñon South concessions by:

Spending a total of US$2,247,700 in exploration expenditures over a five-year period, including a US$400,900 exploration commitment in the first year

Making total cash payments to SQM of US$1,259,700 over a five-year period, including US$19,000 in the first year

Issuing 500,000 common shares of the Company to SQM on signing of a definitive agreement

Granting SQM a sliding-scale royalty on precious metal production, which at current gold prices would be 2.5%, with a maximum royalty of 5.0% when gold prices exceed US$2,000 per ounce

A definitive agreement between the Company and SQM is expected by the end of the year.

Vernon Arseneau, P. Geo., the Company’s VP Exploration, is the Qualified Person who supervised the preparation of the technical data in this document.

Overall Performance and Results of Operations

Total assets increased to $24,909,918 at October 31, 2016 from $292,855 at January 31, 2016. The most significant asset at October 31, 2016, was cash of $14,088,602 (January 31, 2016: $553). The increase in cash was primarily due $15,492,789 in proceeds on issuance of common shares net of share issuance costs, net of the shareholder loan repayment of $273,923, exploration and evaluation costs of $409,505 and $771,712 used in operating activities.

Three months ended October 31, 2016 and 2015

During the three months ended October 31, 2016, the Company recorded a loss of $854,066 (2015: $37,389).

Expenses incurred during the three months ended October 31, 2016, were as follows:

Share-based compensation of $416,646 (2015: nil) - The increase in share-based compensation was due to the granting of 850,000 stock options during the period.

Consulting fees of $207,221 (2015: nil) - The increase in consulting fees was due to a corporate administration mandate agreement entered into during 2016 and technical consulting fees relating to various potential projects.

Office and rent of $93,723 (2015: $12,266) - The increase in office and rent was due to increased business activity and setting up of the Toronto office.

Salaries and benefits of $63,486 (2015: $15,000) - The increase in salaries and benefits related to executive compensation during the year.

Marketing and travel of $28,714 (2015: $2,249) - The increase in marketing and travel was primarily due to travel expenditures incurred in relation to the Acquisition and due diligence.

Professional fees of $27,782 (2015: $5,386) - The increase in professional fees was primarily due to increased legal fees and audit fee accruals relating to increased business activity.

Nine months ended October 31, 2016 and 2015

During the nine months ended October 31, 2016, the Company recorded a loss of $3,237,892 (2015: $116,597).

Expenses incurred during the nine months ended October 31, 2016, were as follows:

Share-based compensation of $2,304,282 (2015: nil) - The increase in share-based compensation was due to the granting of 8,870,000 stock options during the period.

Consulting fees of $291,197 (2015: $250) - The increase in consulting fees was due to a corporate administration mandate agreement entered into during 2016 and technical consulting fees relating to various potential projects.

Impairment of exploration and evaluation assets $284,341 (2015: nil) - Impairment of exploration and evaluation assets relates to the impairment of the North Central Ontario claims as the Company determined expenditures on further exploration and evaluation of the claims was not budgeted, nor planned, in the foreseeable future.

Salaries and benefits of $135,139 (2015: $45,000) - The increase in salaries and benefits related to recruitment fees and executive compensation during the year.

Office and rent of $120,522 (2015: $33,991) - The increase in office and rent was due to increased business activity and setting up of the Toronto office.

Forgiveness of debt of $56,057 (2015: nil) - The forgiveness of debt related to settlement of the related party payable and the loan payable during the period.

Marketing and travel of $53,651 (2015: $4,454) - The increase in marketing and travel was primarily due to travel expenditures incurred in relation to the Acquisition and due diligence.

Regulatory and transfer agent fees of $53,629 (2015: $13,178) - The increase in regulatory fees was due primarily to filing fees related to the Acquisition.

Professional fees of $49,774 (2015: $17,251) - The increase in professional fees was primarily due to increased legal fees and audit fee accruals relating to increased business activity.

Liquidity and Capital Resources

As at October 31, 2016, the Company had working capital of $14,137,076. The Company has sufficient resources to settle outstanding liabilities and fund its operations for the next twelve months.

The Company has no bank debt or banking credit facilities in place.

Outstanding Share Data

During the nine months ended October 31, 2016, 650,000 stock options were granted to officers and consultants of the Company with an exercise price of $0.63, exercisable until September 20, 2026.

During the nine months ended October 31, 2016, 200,000 stock options were granted to consultants of the Company with an exercise price of $0.64, exercisable until September 27, 2026.

During the nine months ended October 31, 2016, 870,000 stock options were exercised at an exercise price of $0.05 for proceeds of $43,500.

Subsequent to October 31, 2016, 350,000 stock options were granted to consultants of the Company with an exercise price of $0.45, exercisable until November 17, 2019.

As at October 31, 2016, and the date of this report, 101,313,171 common shares were issued and outstanding.

As at the date of this report, there were 8,350,000 stock options outstanding.

Summary of Quarterly Results

The following is a summary of quarterly financial information prepared in accordance with IFRS:


	Oct-16 $	Jul-16 $	Apr-16 $	Jan-16 $	Oct-15 $	Jul-15 $	Apr-15 $	Jan-15 $
Revenue	-	-	-	-	-	-	-	-
Net loss	(854,066)	(2,306,345)	(77,481)	(38,181)	(37,389)	(39,844)	(39,364)	(75,502)
Loss per share	(0.01)	(0.05)	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)

Operating expenses increased in Q2 and Q3 2017 due to share-based compensation and increased business activity relating to the Acquisition. Share-based compensation during Q2 and Q3 2017 was recorded as the fair value of stock options granted.

Related Party Transactions

Critical Accounting Policies and Estimates

The Company has prepared the accompanying financial statements in accordance with IAS 34, using accounting policies consistent with IFRS. Significant accounting policies are described in Note 2 of the Company’s financial statements as at and for the year ended January 31, 2016.

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates.

The most significant accounts that require estimates as the basis for determining the stated amounts include inputs used in the valuation of share-based payments and provision for deferred income tax.

Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements include the Company’s use of the Black-Scholes Option Pricing Model to calculate the fair value of stock options. The model requires the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable single measure of the fair value of the Company’s stock options and common share purchase warrants. The assumptions and models used for estimating fair value of stock options and common share purchase warrants are disclosed in Note 7 of the accompanying unaudited condensed interim financial statements.

Adoption of New Accounting Standards

Effective February 1, 2016, the following standards were adopted but have had no material impact on the financial statements:

IFRS 7: Amended to require additional disclosures on transition from IAS 39 and IFRS 9.

Recent Accounting Standards Not Yet Effective

The Company has reviewed new and revised accounting pronouncements that have been issued but are not yet effective:

IFRS 9 – Financial Instruments is a partial replacement of IAS 39 “Financial Instruments: Recognition and Measurement”. IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with earlier adoption permitted.

Risks and Uncertainties

The Company is engaged in the acquisition and exploration of natural resource properties, an inherently risky business, and there is no assurance that economically recoverable resources will ever be discovered and subsequently put into production. Most exploration projects do not result in the discovery of economically recoverable resources.

Exploration activities require large amounts of capital. There is a risk that during the current difficult economic situation the Company will not be able to raise sufficient funds to finance its projects to a successful development and production stage. While the Company’s management and technical team carefully evaluate all potential projects prior to committing the Company’s participation and funds, there is a high degree of risk that the Company’s exploration efforts will not result in discovering economically recoverable resources.

The Company depends on the business and technical expertise of its management team and there is little possibility that this dependence will decrease in the near term.

Financial Instruments and Financial Risk Management

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash held in bank accounts. The majority of cash is deposited in bank accounts held with one major bank in Canada so there is a concentration of credit risk. This risk is managed by using a major bank that is a high credit quality financial institution as determined by rating agencies. The Company’s secondary exposure to risk on its GST receivable is minimal since it is refundable from the Canadian Government.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company attempts to ensure there is sufficient access to funds to meet on-going business requirements, taking into account its current cash position and potential funding sources. Historically, the Company's source of funding has been either the issuance of equity securities for cash, primarily through private placements, or loans from its directors and/or companies controlled by its directors. The Company’s access to financing is always uncertain and there can be no assurance of continued access to significant funding from these sources.

Foreign exchange risk

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to interest rate risk relates to its ability to earn interest income on cash balances at variable rates. Changes in short term interest rates will not have a significant effect on the fair value of the Company’s cash account.

Fair value

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 – Inputs that are not based on observable market data.

As none of the Company’s financial instruments are held at fair value, classification into fair value hierarchy has not been provided. Cash and trade and other payables are held at amortized cost which approximates fair value due to the short term nature of these assets.

Management’s Report on Internal Control over Financial Reporting

In connection with National Instrument (“NI”) 52-109 (Certification of Disclosure in Issuer’s Annual and Interim Filings) adopted in December 2008 by each of the securities commissions across Canada, the Chief Executive Officer and Chief Financial Officer of the Company will file a Venture Issuer Basic Certificate with respect to the financial information contained in the audited annual financial statements and respective accompanying Management’s Discussion and Analysis.

The Venture Issuer Basic Certification does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109.

Outlook

Exploration of the Company’s Pampas El Peñon project in Chile began in Q3 2017 with the completion of a ground magnetic survey across the entire concession area. The results of the survey, combined with previous mapping and geochemical sampling, identified a number of high-priority drill targets characterized by magnetic lows, elevated arsenic and antimony anomalies, and the presence of rhyolite domes and dykes. An 8,000 m Phase I drilling program commenced in October 2016 and is expected to be completed by year-end. Once the results of the initial program have been received and analyzed, a Phase II program will follow up the most promising areas.

Ground geophysical surveys have also commenced over the newly-acquired Pampas El Peñon South and Cerro Tostado properties. This will be followed up by detailed mapping and geochemical sampling with the goal of identifying targets for a drilling program in Q2, 2018.

The Company continues to review a number of promising projects ranging from grass-roots to advanced exploration stage, taking advantage of the lack of competition and the significant number of high-quality assets at the pre-development stage.

Form 52-109FV2

Certification of Interim Filings - Venture Issuer Basic Certificate

I, Tim Warman, Chief Executive Officer of Fiore Exploration Ltd., certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Fiore Exploration Ltd. (the “issuer”) for the interim period ended October 31, 2016.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: December 6, 2016

Signature:

“Tim Warman”

Tim Warman, Chief Executive Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Form 52-109FV2

Certification of Interim Filings - Venture Issuer Basic Certificate

I, Harpreet Dhaliwal, Chief Financial Officer of Fiore Exploration Ltd., certify the following:

Date: December 6, 2016

Signature:

“Harpreet Dhaliwal”

Harpreet Dhaliwal, Chief Financial Officer

NOTE TO READER

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

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Form 6-K Fiore Exploration Ltd. For: Dec 06

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