UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~August~~November 3130, ~~2014~~ 2014

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 000-54751

PASSPORT POTASH INC.
(Exact name of small business issuer as specified in its charter)

British Columbia, Canada	Not Applicable
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
organization)
608 1199 West Pender Street
608 – 1199 West Pender Street
Vancouver, BC, Canada	V6E 2R1
(Address of principal executive offices)	(Zip Code)

(604) 687-0300
Registrant’s telephone number, including area code

N/A
(Former name, former address and former fiscal year, if changed since last report)

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

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

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

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (do not check if a smaller reporting company)	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. 109,490,859 shares of common stock as of ~~October~~January 2015, ~~2014~~2015.

PASSPORT POTASH INC. AND SUBSIDIARY ~~Quarterly Report On Form 10-Q For The Quarterly Period Ended May 31, 2014 INDEX~~

PART I FINANCIAL INFORMATION		5
Item 1.	Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	7
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	25
PART II OTHER INFORMATION		26
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	27

Quarterly Report On Form 10-Q
For The Quarterly Period Ended
November 30, 2014

INDEX

PART I – FINANCIAL INFORMATION		5

Item 1.	Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	6
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	24

PART II – OTHER INFORMATION		25

Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. In evaluating these statements, you should consider various factors, including the assumptions, risks and uncertainties outlined in our annual report on Form 10-K for the fiscal year ended February 28, 2014 filed with the Securities and Exchange Commission (the “SEC”) on June 13, 2014, this quarterly report on Form 10-Q, and, from time to time, in other reports that we file with the SEC. These factors or any of them may cause our actual results to differ materially from any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements in this quarterly report include, among others, statements regarding:

• our capital needs; ~~• business plans; and • expectations.~~
business plans; and
expectations.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding future events, our actual results will likely vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Some of the risks and assumptions include:

• our need for additional financing; • our limited operating history; • our history of operating losses; • our exploration activities may not result in commercially exploitable quantities of potash on our current or any future mineral properties; • the risks inherent in the exploration for minerals such as geologic formation, weather, accidents, equipment failures and governmental restrictions; • the competitive environment in which we operate; • changes in governmental regulation and administrative practices; • our dependence on key personnel; • conflicts of interest of our directors and officers; • our ability to fully implement our business plan; • our ability to effectively manage our growth; and other regulatory, legislative and judicial developments.
our limited operating history;
our history of operating losses;
our exploration activities may not result in commercially exploitable quantities of potash on our current or any future mineral properties;
the risks inherent in the exploration for minerals such as geologic formation, weather, accidents, equipment failures and governmental restrictions;
the competitive environment in which we operate;
changes in governmental regulation and administrative practices;
our dependence on key personnel;
conflicts of interest of our directors and officers;
our ability to fully implement our business plan;
our ability to effectively manage our growth; and
other regulatory, legislative and judicial developments.

We advise the reader that these cautionary remarks expressly qualify in their entirety all forward-looking statements attributable to us or persons acting on our behalf. Important factors that you should also consider, include, but are not limited to, the factors discussed under “Risk Factors” in our annual report on Form 10-K for the fiscal year ended February 28, 2014 filed with the SEC on June 13, 2014.

The forward-looking statements in this quarterly report are made as of the date of this quarterly report and we do not intend or undertake to update any of the forward-looking statements to conform these statements to actual results, except as required by applicable law, including the securities laws of the United States.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The following unaudited interim consolidated financial statements of Passport Potash Inc. (sometimes referred to as “we”, “us” or “our Company”) are included in this quarterly report on ~~Form~~ Form 10-Q:

It is the opinion of management that the unaudited interim consolidated financial statements for the three and ~~six~~nine months ended ~~August 31,~~November 30, 2014 and 2013 include all adjustments necessary in order to ensure that the unaudited interim consolidated financial statements are not misleading. These unaudited interim financial statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. Except where noted, these unaudited interim consolidated financial statements follow the same accounting policies and methods of their application as our Company’s audited annual financial statements for the year ended February 28, 2014. All adjustments are of a normal recurring nature. These unaudited interim consolidated financial statements should be read in conjunction with our Company’s audited annual consolidated financial statements as of and for the ~~year~~ year ended February 28, 2014.

Passport Potash Inc. ~~(An Exploration Stage Company) Consolidated Financial Statements Six months Ended August 31, 2014 Expressed in United States Dollars (Unaudited)~~

6Consolidated Financial Statements

~~Passport~~Nine ~~Potash~~months ~~Inc.~~Ended ~~(An~~November ~~Exploration~~30, ~~Stage~~2014 ~~Company) Consolidated Balance Sheets (Expressed in United States dollars)~~

	Notes		August 31,			February 28,
			2014			2014
			(unaudited)
ASSETS
Current assets
Cash		$	14,372		$	49,062
Receivables			5,747			4,853
Prepaid expenses			65,776			113,554
Deferred issuance costs			5,999			3,598
Total current assets			91,894			171,067
Equipment	2		594			660
Unproven mineral properties	3		1,600,000			1,600,000
Reclamation deposits	3		15,000			15,000
Total non-current assets			1,615,594			1,615,660
TOTAL ASSETS		$	1,707,488		$	1,786,727
LIABILITIES
Current liabilities
Trade payables and accrued liabilities	6	$	1,675,925		$	980,983
Convertible debentures	4		-			553,233
Convertible debentures subscriptions received	4		112,250			95,000
Derivative liability	8		4,731			42,007
Loans	5		346,489			546,242
Total current liabilities			2,139,395			2,217,465
Convertible debentures	4		5,964,516			5,000,889
Total non-current liabilities			5,964,516			5,000,889
TOTAL LIABILITIES			8,103,911			7,218,354
STOCKHOLDERS’ DEFICIENCY
Common stock Unlimited authorized without par value	7		35,569,788			35,032,933
Additional paid-in capital			17,073,970			16,922,064
Accumulated deficit			(13,514,818	)		(13,514,818	)
Deficit accumulated during exploration stage			(45,525,363	)		(43,871,806	)
TOTAL STOCKHOLDERS’ DEFICIENCY			(6,396,423	)		(5,431,627	)
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY		$	1,707,488		$	1,786,727

Expressed in United States Dollars

~~Commitments and contingencies~~ (~~Notes 1 and 3~~Unaudited) ~~Subsequent events (Note 10)~~

OnPassport ~~behalf~~Potash ofInc. ~~the~~Consolidated ~~Board~~Balance ofSheets ~~Directors:~~(Expressed in United States dollars)

“Joshua Bleak” “John Eckersley” Director Director

	Notes		November 31,			February 28,
			2014			2014
ASSETS			(unaudited)
Current assets
Cash		$	2,344		$	49,062
Receivables			11,671			4,853
Prepaid expenses			31,254			113,554
Deferred issuance costs			5,472			3,598
Total current assets			50,741			171,067

Equipment	2		561			660
Unproven mineral properties	3		1,600,000			1,600,000
Reclamation deposits	3		15,000			15,000
Total non-current assets			1,615,561			1,615,660

TOTAL ASSETS		$	1,666,302		$	1,786,727

LIABILITIES
Current liabilities
Trade payables and accrued liabilities	6	$	1,990,969		$	980,983
Convertible debentures	4		-			553,233
Convertible debentures – subscriptions received	4		112,250			95,000
Derivative liability	8		2,006			42,007
Loans	5		375,882			546,242
Total current liabilities			2,481,107			2,217,465

Convertible debentures	4		6,226,045			5,000,889
Total non-current liabilities			6,226,045			5,000,889

TOTAL LIABILITIES			8,707,152			7,218,354

STOCKHOLDERS’ DEFICIENCY
Common stock – Unlimited authorized without par value	7		35,569,788			35,032,933
Additional paid-in capital			17,073,970			16,922,064
Accumulated deficit			(59,684,608	)		(57,386,624	)
TOTAL STOCKHOLDERS’ DEFICIENCY			(7,040,850	)		(5,431,627	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY		$	1,666,302		$	1,786,727

~~See~~Commitments ~~accompanying~~and ~~notes~~contingencies to(Notes ~~the~~1 ~~consolidated~~and ~~financial~~3) ~~statements~~ Subsequent events ~~F-1~~(Note 10)

~~Passport~~On ~~Potash~~behalf ~~Inc.~~of ~~(An~~the ~~Exploration~~Board ~~Stage Company) Consolidated statement~~ of ~~operations~~Directors: ~~- unaudited (Expressed in United States dollars)~~

															For the
															period May
															22, 2007
			Three months periods						Six months periods						(Inception of
			ended						ended						Exploration
															Stage) to
			August 31,			August 31,			August 31,			August 31,			August 31,
	Note		2014			2013			2014			2013			2014
Operating Expenses
Administration	6	$	14,893		$	64,836		$	29,100		$	85,460		$	1,046,056
Advertising			5,032			21,050			10,761			72,543			1,847,946
Business development			11,461			104,677			25,605			240,485			1,353,079
Consulting fees	6		37,500			200,282			150,000			330,975			8,966,422
Depreciation	2		33			41			66			82			2,447
Foreign exchange loss			1,101			11,139			32,242			19,305			174,879
Investor relations			22,585			79,802			60,257			140,690			1,575,069
Management fees	6		161,568			247,901			322,375			412,115			4,340,670
Mineral property impairment	3		-			-			-			-			1,627,784
Mineral property option payments and exploration costs	3, 6		154,872			431,073			361,472			1,076,358			22,955,351
Office and miscellaneous			8,843			15,363			19,368			35,370			366,429
Professional fees			24,955			239,076			33,560			275,857			1,761,089
Property investigation costs			-			-			-			-			24,483
Transfer agent and filing fees			18,659			31,457			37,657			59,100			480,814
			(461,502	)		(1,446,697	)		(1,082,463	)		(2,748,340	)		(46,522,518	)
Other items
Accretion expense	4		(103,376	)		(1,049,013	)		(209,769	)		(2,076,400	)		(4,352,948	)
Change in fair value of derivative liability	8		10,664			816,868			37,276			1,511,513			6,393,081
Interest income			-			-			-			-			90,216
Interest expense on convertible debentures	4		(165,013	)		(218,533	)		(398,601	)		(432,947	)		(1,276,467	)
Gain (loss) on debt settlement			-			-			-			-			(9,852	)
Other income			-			-			-			-			153,125
			(257,725	)		(450,678	)		(571,094	)		(997,834	)		997,155
Net loss		$	(719,227	)	$	(1,897,375	)	$	(1,653,557	)	$	(3,746,174	)	$	(45,525,363	)
Loss per share basic and diluted		$	(0.01	)	$	(0.02	)	$	(0.02	)	$	(0.04	)
Weighted average number of shares outstanding basic and diluted			109,490,859			91,805,118			108,901,663			91,798,789

“Joshua Bleak”		”John Eckersley”
Director		Director

See accompanying notes to the consolidated financial statements

F-2

Passport Potash Inc. ~~(An Exploration Stage Company)~~ Consolidated statement of ~~stockholders’~~operations ~~deficiency~~ - ~~Unaudited~~unaudited (Expressed in United States dollars)

		Common Stock
									Nine months periods
														Accumulated
			Three months periods ended						ended
														Deficit During
			November			November 30,			November			November 30,
		Number of						Additional			Accumulated			Exploration
	Note		30, 2014			2013			31, 2014			2013
		shares			Amount			Paid-in Capital			Deficit			Stage			Total
Operating Expenses
Balance at February 28, 2014		105,651,157		$	35,032,933		$	16,922,064		$	(13,514,818	)	$	(43,871,806	)	$	(5,431,627	)
Administration	6	$	12,657		$	15,036		$	41,757		$	100,496
Net loss		-			-			-			-			(1,653,557	)		(1,653,557	)
Advertising			3,093			11,201			13,854			83,744
Rounding upon stock split		140			-			-			-			-			-
Business development			31,206			48,292			56,811			288,777
Shares issued for convertible debentures exercised		3,839,562			460,748			-			-			-			460,748
Consulting fees	6		37,500			227,741			187,500			558,716
Amount allocated to share purchase warrants on re-issuance of debenture		-			-			75,953			-			-			75,953
Depreciation	2		33			41			99			123
Amount allocated to beneficial conversion feature on re- issuance of debenture		-			-			75,953			-			-			75,953
Foreign exchange loss			(18,245	)		(9,912	)		13,997			9,393
Accretion of discount for future periods on exercised convertible debentures		-			58,052			-			-			-			58,052
Investor relations			21,514			72,963			81,771			213,653
Accretion of beneficial conversion feature for future periods on exercised convertible debentures		-			18,055			-			-			-			18,055
Management fees	6		160,409			163,123			482,784			575,238
Balance at May 31, 2014		109,490,859		$	35,569,788		$	17,073,970		$	(13,514,818	)	$	(45,525,363	)	$	(6,396,423	)
Mineral property impairment			-			-			-			-
Mineral property option payments and exploration costs	3, 6		88,712			323,603			450,184			1,399,961
Office and miscellaneous			17,433			25,545			36,801			60,915
Professional fees			24,605			18,779			58,165			294,636
Property investigation costs			-			-			-			-
Transfer agent and filing fees			6,706			19,058			44,363			78,158
			(385,623	)		(915,470	)		(1,468,086	)		(3,663,810	)
Other items
Accretion expense	4		(103,008	)		(1,035,052	)		(312,777	)		(3,111,452	)
Change in fair value of
derivative liability	8		2,725			54,711			40,001			1,566,224
Interest income			-			-			-			-
Interest expense on convertible debentures	4		(158,521	)		(216,363	)		(557,122	)		(649,310	)
Gain (loss) on debt settlement			-			-			-			-
Other income			-			-			-			-
			(258,804	)		(1,196,704	)		(829,898	)		(2,194,538	)
Net loss		$	(644,427	)	$	(2,112,174	)	$	(2,297,984	)	$	(5,858,348	)
Loss per share – basic and diluted		$	(0.01	)	$	(0.02	)	$	(0.02	)	$	(0.06	)
Weighted average number of shares outstanding– basic and diluted			109,490,859			91,809,694			109,096,633			91,802,397

See accompanying notes to the consolidated financial statements

F-3

Passport Potash Inc. ~~(An Exploration Stage Company)~~ Consolidated ~~statements~~statement of stockholders’ ~~cash~~deficiency ~~flows~~ - ~~unaudited~~Unaudited (Expressed in United States dollars)

		Six month period ended
		Common Stock
								Cumulative from
		Number of						Additional Paid-in			Accumulated
								May 22, 2007
		shares			Amount			Capital			Deficit			Total
								(Inception of
Balance at February 28, 2014		105,651,157		$	35,032,933		$	16,922,064		$	(57,386,624	)	$	(5,431,627	)
		August 31,			August 31,			Exploration Stage) to
Net loss		-			-			-			(2,297,984	)		(2,297,984	)
		2014			2013			August 31, 2014
Rounding upon stock split		140			-			-			-			-
Operating activities
Shares issued for convertible debentures exercised		3,839,562			460,748			-			-			460,748
Net loss	$	(1,653,557	)	$	(3,746,174	)	$	(45,525,363	)
Amount allocated to share purchase warrants on re- issuance of debenture		-			-			75,953			-			75,953
Adjustments for:
Amount allocated to beneficial conversion feature on re- issuance of debenture		-			-			75,953			-			75,953
Accretion		209,769			2,076,400			4,352,948
Accretion of discount for future periods on exercised convertible debentures		-			58,052			-			-			58,052
Amortization of deferred issuance costs		922			20,059			38,940
Accretion of beneficial conversion feature for future periods on exercised convertible debentures		-			18,055			-			-			18,055
Depreciation		66			82			2,447
Balance at November 30, 2014		109,490,859		$	35,569,788		$	17,073,970		$	(59,684,608	)	$	(7,040,850	)
Interest expense on convertible debentures		398,601			432,947			1,276,467
Fair value adjustment on warrants		(37,276	)		(1,511,513	)		(6,393,081	)
Foreign exchange		-			-			(256,260	)
Loss on debt settlement		-			-			9,852
Mineral property impairment		-			-			975,000
Mineral property option payments - shares		-			-			1,948,597
Other income		-			-			(138,474	)
Stock-based compensation		-			368,905			11,599,929
Changes in non-cash working capital items:
Receivables		(894	)		36,002			(5,747	)
Injunction bond		-			350,000			-
Prepaid expenses		47,778			98,202			(63,674	)
Trade payables and accrued liabilities		690,724			128,862			3,037,944
Net cash flows used in operating activities		(343,867	)		(1,746,228	)		(29,140,475	)
Investing activities
Reclamation deposits		-			-			(15,000	)
Long term deposits		-			-			(975,000	)
Mineral property acquisition costs		-			-			(1,600,000	)
Net cash flows used in investing activities		-			-			(2,590,000	)
Financing activities
Debentures - net of issue costs		296,677			132,505			5,604,857
Proceeds on issuance of common shares - net of
issue costs		-			8,157			25,136,248
Proceeds from Loans		-			-			546,242
Subscriptions received		12,500			-			457,500
Net cash flows from financing activities		309,177			140,662			31,744,847
Cash generated (decrease) in cash		(34,690	)		(1,605,566	)		14,372
Cash, beginning		49,062			1,643,771			-
Cash, ending	$	14,372		$	38,205		$	14,372
Supplemental disclosures:
Cash paid for:
Income tax	$	-		$	-
Interest	$	-		$	-

See ~~Note~~accompanying 9notes ~~for~~to ~~non-cash~~the ~~transactions.~~consolidated financial statements F-4

~~See~~Passport ~~accompanying~~Potash ~~notes~~Inc. toConsolidated ~~the~~statements ~~consolidated~~of ~~financial~~cash ~~statements~~flows F-4 unaudited (Expressed in United States dollars)

Passport Potash Inc. (An Exploration Stage Company) Notes to the consolidated financial statements - unaudited (Expressed in United States dollars) For the six months ended August 31, 2014

		Nine month period ended

		November 30,			November 30,
		2014			2013
Operating activities
Net loss	$	(2,297,984	)	$	(5,858,348	)
Adjustments for:
Accretion		312,777			3,111,452
Amortization of deferred issuance costs		1,449			29,533
Depreciation		99			123
Interest expense on convertible debentures		557,122			649,310
Fair value adjustment on warrants		(40,001	)		(1,566,224	)
Foreign exchange		-			-
Loss on debt settlement		-			-
Mineral property impairment		-			-
Mineral property option payments - shares		-			-
Other income		-			-
Stock-based compensation		-			368,905
Changes in non-cash working capital items:
Receivables		(6,818	)		37,618
Injunction bond		-			350,000
Prepaid expenses		82,300			149,501
Trade payables and accrued liabilities		1,005,196			546,010
Net cash flows used in operating activities		(385,860	)		(2,182,120	)

Investing activities
Reclamation deposits		-			-
Long term deposits		-			-
Mineral property acquisition costs		-			-
Net cash flows used in investing activities		-			-

Financing activities
Debentures - net of issue costs		296,677			132,505
Proceeds on issuance of common shares -
net of issue costs		-			8,157
Proceeds from Loans		29,965			500,728
Subscriptions received		12,500			-
Net cash flows from financing activities		339,142			641,390
Decrease in cash		(46,718	)		(1,540,730	)
Cash, beginning		49,062			1,643,771

Cash, ending	$	2,344		$	103,041
Supplemental disclosures:

Cash paid for:
Income tax	$	-		$	-
Interest	$	-		$	-

~~NOTE~~See 1Note ~~ORGANIZATION~~9 ~~AND~~for ~~BASIS~~non-cash OFtransactions. ~~PRESENTATION~~

~~Passport~~See ~~Potash~~accompanying ~~Inc.~~notes ~~(the~~to ~~“Company”) was incorporated on August 11, 1987. The Company’s corporate jurisdiction is~~ the ~~province~~consolidated offinancial ~~British Columbia,~~statements ~~Canada. The Company is engaged in the acquisition and exploration of mineral properties. The Company’s shares are listed on the TSX~~F-~~Venture Exchange (“TSX-V”).~~ 5

~~The~~Passport ~~unaudited~~Potash ~~consolidated~~Inc. ~~financial~~Notes ~~statements~~to ~~included herein have been prepared in accordance with accounting principles generally accepted in~~ the ~~United~~consolidated ~~States for interim~~ financial ~~information~~statements ~~and with the instructions to Form 10~~-Q ~~and~~unaudited ~~Regulation~~(Expressed S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material change in ~~the~~United ~~information~~States ~~disclosed in the notes to the financial for the year ended February 28, 2014. In the opinion of management, all adjustments (including normal recurring accruals~~dollars) ~~considered~~For ~~necessary for a fair presentation have been included. Operating results for~~ the ~~six~~nine months ended ~~August~~ ~~31,~~November ~~2014~~30, are not necessarily indicative of the results that may be expected for any other interim period or the entire year. For further information, these unaudited consolidated financial statements and the related notes should be read in conjunction with the Company’s audited consolidated financial statements for the year ended February 28, 2014 ~~included in the Company’s Form 10-K.~~

~~The~~NOTE ~~Company’s~~1 ~~unaudited~~– ~~consolidated~~ORGANIZATION ~~financial~~AND ~~statements~~BASIS ~~are prepared~~OF onPRESENTATION a going concern basis in accordance with US generally accepted accounting principles (“GAAP”) which contemplates the realization of assets and discharge of liabilities and commitments in the normal course of business. The Company is in the exploration stage. It has not generated operating revenues to date, and has accumulated losses of $59,040,181 since inception. The Company has funded its operations through the issuance of capital stock and debt. In the longer term, the Company will also need to repay outstanding convertible debentures if these are not converted which have a maturity date of August 19, 2016. At August 31, 2014, the Company had cash of $14,372 and a working capital deficit of $2,047,501. Management plans to raise additional funds through equity and/or debt financings. There is no certainty that further funding will be available as needed. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern. The Company’s ability to continue its operations as a going concern, realize the carrying value of its assets, and discharge its liabilities in the normal course of business is dependent upon its ability to raise new capital sufficient to fund its commitments and ongoing losses, and ultimately on generating profitable operations.

~~NOTE~~Passport 2Potash ~~EQUIPMENT~~Inc. (the “Company”) was incorporated on August 11, 1987. The Company’s corporate jurisdiction is the province of British Columbia, Canada. The Company is engaged in the acquisition and exploration of mineral properties. The Company’s shares are listed on the TSX-Venture Exchange (“TSX-V”).

		Equipment
Cost:
At August 31, 2014 and February 28, 2014	$	34,527
Depreciation:
At February 28, 2014	$	33,867
Charge for the period		66
At August 31, 2014	$	33,933
Net book value:
At February 28, 2014	$	660
At August 31, 2014	$	594

The unaudited consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Regulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial for the year ended February 28, 2014. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended November 30, 2014, are not necessarily indicative of the results that may be expected for any other interim period or the entire year. For further information, these unaudited consolidated financial statements and the related notes should be read in conjunction with the Company’s audited consolidated financial statements for the year ended February 28, 2014 included in the Company’s Form 10-K.

~~F-5~~The Company’s unaudited consolidated financial statements are prepared on a going concern basis in accordance with US generally accepted accounting principles (“GAAP”) which contemplates the realization of assets and discharge of liabilities and commitments in the normal course of business. The Company is in the exploration stage. It has not generated operating revenues to date, and has accumulated losses of $59,684,608 since inception. The Company has funded its operations through the issuance of capital stock and debt. In the longer term, the Company will also need to repay outstanding convertible debentures if these are not converted which have a maturity date of August 19, 2016. At November 30, 2014, the Company had cash of $2,344 and a working capital deficit of $2,430,366. Management plans to raise additional funds through equity and/or debt financings. There is no certainty that further funding will be available as needed. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern. The Company’s ability to continue its operations as a going concern, realize the carrying value of its assets, and discharge its liabilities in the normal course of business is dependent upon its ability to raise new capital sufficient to fund its commitments and ongoing losses, and ultimately on generating profitable operations.

~~Passport~~NOTE ~~Potash~~2 ~~Inc.~~– ~~(An~~EQUIPMENT ~~Exploration Stage Company) Notes to the consolidated financial statements - unaudited (Expressed in United States dollars) For the six months ended August 31, 2014~~

NOTE 3 UNPROVEN MINERAL PROPERTIES

		Equipment
Cost:
At November 30, 2014 and February 28, 2014	$	34,527
Depreciation:
At February 28, 2014	$	33,867
Charge for the period		99
At November 30, 2014	$	33,966

Net book value:
At February 28, 2014	$	660
At November 30, 2014	$	561

~~Holbrook Basin Project~~ F-6

		August 31,					February 28,					February 28,
		2014			Additions		2014			Additions		2013
Property acquisition costs
Cash paid for property	$	1,600,000		$	-	$	1,600,000		$	-	$	1,600,000
Option payments and exploration costs
Assay	$	309,680		$	-	$	309,680		$	26,603	$	283,077
Drilling and related costs		8,992,677			12,843		8,979,834			456,640		8,523,194
Geological consulting		3,410,707			162,000		3,248,707			757,676		2,491,031
License and filing		698,705			54,055		644,650			200,974		443,676
Option payments		6,362,855			-		6,362,855			-		6,362,855
Project administration		3,293,395			132,574		3,160,821			482,375		2,678,446
Recovery		(112,668	)		-		(112,668	)		-		(112,668	)
	$	22,955,351		$	361,472	$	22,593,879		$	1,924,268	$	20,669,611

Passport Potash Inc.

Notes to the consolidated financial statements - unaudited

(Expressed in United States dollars)

For the nine months ended November 30, 2014

~~The~~NOTE ~~Company~~3 ~~acquired~~– ~~mineral~~UNPROVEN ~~claims~~MINERAL inPROPERTIES ~~the Holbrook Basin Project through the following agreements:~~

~~South~~Holbrook ~~West~~Basin ~~Exploration~~Project ~~Property, Arizona~~

On September 30, 2008, as amended, the Company entered into an option agreement to purchase 100% of certain mining claims located in the Holbrook Basin region of Arizona, USA. In terms of the Southwest Option Agreement, the Company:

		November					February 28,					February 28,
		30, 2014			Additions		2014			Additions		2013
Property acquisition costs
									$
Cash paid for property	$	1,600,000		$	-	$	1,600,000			-	$	1,600,000
Option payments and exploration costs

Assay	$	309,680		$	-	$	309,680		$	26,603	$	283,077
Drilling and related costs		8,992,677			12,843		8,979,834			456,640		8,523,194
Geological consulting		3,410,707			162,000		3,248,707			757,676		2,491,031
License and filing		700,208			55,558		644,650			200,974		443,676
Option payments		6,362,855			-		6,362,855			-		6,362,855
Project administration		3,380,604			219,783		3,160,821			482,375		2,678,446
Recovery		(112,668	)		-		(112,668	)		-		(112,668	)

	$	23,044,063		$	450,184	$	22,593,879		$	1,924,268	$	20,669,611

•The ~~made~~Company ~~cash~~acquired ~~payments~~mineral ofclaims ~~575,000~~ in ~~stages;~~the •Holbrook ~~issued~~Basin Project ~~1,000,000~~through ~~share~~the ~~purchase~~following ~~options~~agreements: ~~with a fair value of $61,152; • issued 8,181,000 shares in stages with a fair value of $551,921; and • incurred property expenditures of $200,000.~~

~~During~~South ~~the~~West ~~year~~Exploration ~~ended~~Property, ~~February~~Arizona 29 On September 30, ~~2012~~2008, as amended, the Company ~~purchased the~~entered 1%into ~~Net~~an ~~Smelter~~option ~~Royalty~~agreement ~~(“NSR”)~~to purchase ~~for~~100% $1of ~~million.~~certain ~~The~~mining ~~Company~~claims ~~now~~located ~~owns~~in athe ~~100%~~Holbrook Basin region of ~~interest~~ Arizona, ~~with~~USA. noIn ~~NSR,~~terms inof the ~~South~~Southwest ~~West~~Option ~~Exploration~~Agreement, ~~Property.~~the Company:

Atmade ~~August~~cash ~~31,~~payments ~~2014, the Company had a reclamation bond~~ of ~~$15,000~~ ~~(February 28, 2014:~~ $15575,000) ~~for~~in ~~work done on the South West Exploration~~stages; ~~Property.~~
~~Twin~~issued ~~Butte~~1,000,000 ~~Ranch~~share ~~Property,~~purchase ~~Arizona~~options with a fair value of $61,152;
Onissued ~~August 28~~8, ~~2009~~181,000 asshares ~~amended,~~in ~~the~~stages ~~Company~~with ~~entered into~~ a ~~four year~~fair ~~lease~~value ~~with an option to purchase private deeded land within the Holbrook Basin. Under the terms~~ of ~~the agreement the Company can earn a 100% undivided interest in the deeded land and sub-surface mineral rights by making lease payments totaling~~ $1551,~~250,000~~921; ~~over five~~ and ~~a half years and, upon exercising its~~ option to purchase, by paying $20,000,000 for the entire Twin Butte Ranch including all sub-surface mineral rights except those pertaining to oil and gas, petrified wood and geothermal resources. There are no royalties associated with the sub-surface mineral rights.
~~F-6~~incurred property expenditures of $200,000.

~~Passport~~During ~~Potash~~the ~~Inc.~~year ~~(An~~ended ~~Exploration~~February ~~Stage~~29, ~~Company)~~2012, ~~Notes~~the toCompany purchased the ~~consolidated~~1% ~~financial~~Net ~~statements~~Smelter -Royalty ~~unaudited~~ (~~Expressed~~“NSR”) infor ~~United~~$1 ~~States~~million. ~~dollars)~~The ~~For~~Company ~~the~~now ~~six~~owns ~~months~~a ~~ended~~100% interest, ~~August~~with 31no NSR, ~~2014~~in the South West Exploration Property.

~~NOTE~~At 3November ~~UNPROVEN~~30, ~~MINERAL~~2014, ~~PROPERTIES~~the Company had a reclamation bond of $15,000 (~~Contd~~February 28, 2014: $15,000) for work done on the South West Exploration Property.

Twin Butte Ranch Property, Arizona ~~(contd)~~ On August 28, 2009, as amended, the Company entered into a four year lease with an option to purchase private deeded land within the Holbrook Basin. Under the terms of the agreement the Company can earn a 100% undivided interest in the deeded land and sub-surface mineral rights by making lease payments totaling $1,250,000 over five and a half years and, upon exercising its option to purchase, by paying $20,000,000 for the entire Twin Butte Ranch including all sub-surface mineral rights except those pertaining to oil and gas, petrified wood and geothermal resources. There are no royalties associated with the sub-surface mineral rights.

~~Details of the payments under the agreement are as follows:~~F-7

a)Passport APotash ~~payment~~Inc. ofNotes ~~$50,000~~to ~~and~~the ~~$10,000~~consolidated ~~legal~~financial ~~costs~~statements on- orunaudited ~~before November 26, 2009~~ (~~paid);~~Expressed b)in AUnited ~~payment~~States ~~of $25,000 on September 17, 2010 (paid~~dollars); c)For Athe ~~payment~~nine ofmonths ~~$75,000~~ended onNovember ~~December 1~~30, 2010 (paid); d) A payment of $150,000 on August 28, 2011 (paid); e) A payment of $200,000 on August 28, 2012 (paid); f) A payment of $250,000 on earlier of December 1, 2013 or within thirty days of closing a financing of at least $5,000,000; g) A payment of $250,000 on August 28, 2014~~; and h) A payment of $250,000 on May 1, 2015.~~

~~The~~NOTE ~~Company~~3 ~~has~~– ~~not~~UNPROVEN ~~made~~MINERAL ~~the~~PROPERTIES ~~required~~(Cont’d) $250,000 payments that were due on December 1, 2013 and August 28, 2014; therefore, the agreement is in default and the Company is in negotiations to further amend the option to purchase as last amended on August 20, 2013. A default notice was issued on April 17, 2014 and the optionor has the right to terminate the agreement, which would also terminate the lease, however, the Company is continuing negotiations, but the risk remains that the Company may not be successful in completing an amendment to the option to purchase.

~~Sweetwater/American~~Twin ~~Potash~~Butte Ranch Property, Arizona (cont’d)

OnDetails ~~November 12, 2010, the Company entered into an option agreement to acquire 100%~~ of the ~~right,~~payments ~~title~~under ~~and interest in exploration permits within~~ the ~~Holbrook basin region of Arizona, USA. In terms of the Sweetwater/American Potash option~~ agreement, ~~the~~are ~~Company:~~as follows:

•a) ~~made~~A ~~cash~~payment ~~payments~~of $50,000 and $10,000 legal costs on or before November 26, 2009 (paid); b) A payment of $9025,000 inon ~~stages~~September 17, 2010 (paid); •c) ~~issued~~A ~~500~~payment of $75,000 ~~shares~~on December 1, 2010 (paid); d) A payment of ~~the~~$150,000 ~~Company~~on ~~with~~August a28, ~~fair~~2011 ~~value~~(paid); e) A payment of $~~130~~200,~~444~~000 on August 28, 2012 (paid); ~~and~~f) •A payment of $250,000 on earlier of December 1, 2013 or within thirty days of closing a financing of at least $5,000,000 (not paid); ~~all~~g) ~~taxes~~A payment of $250,000 on August 28, 2014 (not paid); and ~~exploration~~h) ~~work~~A topayment ~~keep~~of ~~the~~$250,000 ~~claims~~on inMay ~~good~~1, ~~standing~~2015.

~~During~~The Company has not made the ~~year~~required ~~ended~~$250,000 ~~February~~payments 28that were due on December 1, 2013 and August 28, ~~the~~2014; ~~Company~~therefore, ~~purchased~~there are past-due ~~the~~ payment 2%obligations. ~~NSR~~On ~~for~~April ~~$300~~17,~~000.~~ ~~The~~2014, the Company ~~now~~was ~~has~~served a ~~100%~~notice ~~interest,~~of breach ~~with~~that noit ~~NSR,~~did in not remedy within 30 days. The optionor may now terminate the option ~~Sweetwater/American~~at ~~Potash~~their ~~Property~~discretion.

~~Mesa~~The ~~Uranium~~lease agreement and purchase option will expire on January 6, ~~Arizona~~2016 or such other time as is mutually acceptable and agreed to in writing by both parties.

OnSweetwater/American ~~August~~Potash 31Property, Arizona On November 12, 2010, the Company entered into an option agreement to acquire 100% of ~~undivided~~the right, title and interest in exploration permits within the Holbrook ~~basin~~ basin region of Arizona, USA. In terms of the ~~Mesa~~Sweetwater/American ~~Uranium~~Potash option agreement, the Company:

• made cash payments of $2090,000; ~~• issued 500,000 shares of the Company with a fair value of $40,625; • competed $119,518 exploration expenditures~~ in ~~2010~~stages; ~~and • obtained the maximum available assessment work credits or payments in lieu of the minimum requirements to keep the claims in good standing.~~
~~During~~issued ~~the year ended February 29~~500,000 ~~2012,~~shares ~~the~~of ~~Company purchased~~ the ~~2% NSR for $300,000. The~~ Company ~~now~~with ~~has~~ a ~~100%~~fair ~~interest,~~value ~~with~~of ~~no NSR~~$130,444; inand ~~the Mesa Property.~~
~~F-7~~paid all taxes and exploration work to keep the claims in good standing.

~~Passport~~During ~~Potash~~the ~~Inc.~~year ~~(An~~ended ~~Exploration~~February ~~Stage~~28, ~~Company)~~2013, ~~Notes~~the toCompany purchased the ~~consolidated~~2% ~~financial~~NSR ~~statements~~for -$300,000. ~~unaudited~~The ~~(Expressed~~Company innow ~~United~~has ~~States~~a ~~dollars)~~100% ~~For~~interest, ~~the~~with ~~six~~no ~~months~~NSR, ~~ended~~in the ~~August~~Sweetwater/American ~~31,~~Potash ~~2014~~Property.

~~NOTE~~Mesa 3Uranium, ~~UNPROVEN~~Arizona ~~MINERAL~~ On ~~PROPERTIES~~August ~~(Contd)~~31, 2010, the Company entered into an agreement to acquire 100% undivided interest in exploration permits within the Holbrook basin region of Arizona, USA. In terms of the Mesa Uranium option agreement, the Company:

~~Ringbolt~~made ~~Property,~~cash ~~Arizona~~payments of $20,000;
Onissued ~~March 28~~500,000 ~~2011~~shares of the Company ~~entered~~with ~~into~~a anfair ~~option~~value ~~agreement to acquire 90% undivided legal and beneficial interest in and to the Ringbolt Property free and clear~~ of ~~all encumbrances in exploration leases for the~~$40,625; ~~following consideration:~~
a)competed $50119,~~000~~518 ~~upon execution of the agreement (paid); b) $250,000 upon TSX-V approval on May 17, 2011 (paid) and 1,000,000 common shares (issued with a fair value of $669,384); c) Minimum~~ exploration expenditures ~~within~~in ~~1 year of TSX-V approval of $500,000 (completed)~~2010; ~~d) On or before the first anniversary of TSX-V approval $350,000~~ and 1,400,000 common shares (see below); e) Minimum exploration expenditures within first year of first anniversary of TSX-V approval of $750,000; f) $350,000 upon second anniversary of TSX-V approval and 1,600,000 common shares; and g) Minimum exploration expenditures within 1 year of second anniversary of TSX-V approval of $1,000,000.
Onobtained ~~completion of all terms above,~~ the ~~Company~~maximum ~~shall~~available ~~have~~assessment ~~earned a~~work ~~90%~~credits ~~interest~~or ~~and~~payments ~~title~~in ~~of the permits shall be transferred to the Company.~~lieu ~~Upon exercise~~ of the ~~option~~minimum ~~agreement,~~requirements ~~the Company shall be deemed~~ to bekeep ~~granted an option to purchase~~ the ~~remaining~~claims ~~10% interest~~ in ~~the~~good ~~Property for the payment of $5,000,000~~standing.

~~The~~During ~~Company~~the ~~paid~~year aended ~~finders~~February ~~fee~~29, of2012, the Company purchased the 2% NSR for $25300,~~825~~000. toThe aCompany ~~third~~now ~~party~~has ~~in connection~~a 100% interest, with ~~this~~no ~~option~~NSR, ~~agreement~~in the Mesa Property.

During the year ended February 28, 2013, the Company became the subject to a civil action in the Third Judicial District court, Salt Lake County, State of Utah in connection with the Ringbolt Property option agreement. The optionors were seeking payment of $350,000, 1,400,000 of the Company’s shares and $20,716 in expenses related to the property, alternatively damages of $644,000. The Company did not make the required payment and did not issue the shares to the optionors as it contended that the optionors were in default of the option agreement. The Company counter claimed for specific performance under the option agreement and paid the $350,000 and issued the 1,400,000 shares into the Utah court.F-8

~~The~~Passport ~~court~~Potash ~~ruled~~Inc. ~~that~~Notes ~~tender~~ to the ~~court~~consolidated ~~was~~financial ~~not~~statements ~~sufficient; therefore,~~- ~~the~~unaudited ~~cash~~(Expressed ~~and shares were released to the optionors on July 10, 2012. The fair value of the 1,400,000 shares was $271,936. The Company deposited a bond~~ in ~~the~~United ~~amount~~States ofdollars) ~~$350,000~~For ~~with~~ the ~~Court~~nine asmonths ~~security for the preliminary injunction, which was disclosed on the balance sheet as an injunction bond. During the year~~ ended ~~February~~November 2830, 2014, the injunction bond was returned to the Company. On September 10, 2012, the court granted the motion for a preliminary injunction, which enjoined the optionors from terminating the Ringbolt option agreement based upon the grounds alleged by the optionors.

OnNOTE ~~October~~3 ~~30,~~– ~~2012~~UNPROVEN ~~the~~MINERAL ~~Company~~PROPERTIES ~~entered into an amended option agreement~~ (~~the “Amendment Agreement”~~Cont’d) ~~to acquire 100% undivided legal and beneficial interest in and to the Ringbolt Property, free and clear of all encumbrances in exploration leases, according to the following terms:~~

1.Ringbolt ~~The Company will pay to the optionors a total of $3~~Property,~~850,000~~ ~~according~~Arizona ~~to the following schedule:~~

a)On ~~$150~~March 28,~~000~~ ~~upon~~2011 ~~execution~~the ofCompany ~~the~~entered ~~Amendment~~into ~~Agreement~~an ~~(paid);~~option b)agreement to ~~$2,450,000~~acquire ~~upon~~90% ~~TSX-V~~undivided ~~approval~~legal ~~(paid);~~and beneficial interest in and c)to ~~$1,250,000~~the onRingbolt Property orfree ~~before~~and ~~October~~clear ~~31,~~of ~~2014.~~all encumbrances in exploration leases for the following consideration:

2.a) $50,000 ~~The~~upon ~~Company~~execution ~~will~~of ~~issue~~the ~~750~~agreement (paid); b) $250,000 upon TSX-V approval on May 17, 2011 (paid) and 1,000,000 common shares to(issued with a fair value of $669,384); c) Minimum exploration expenditures within 1 year of TSX-V approval of $500,000 (completed); d) On or before the ~~optionors~~first ~~upon~~anniversary of TSX-V approval $350,000 and 1,400,000 common shares (~~issued~~see below); e) Minimum ~~with~~exploration aexpenditures ~~fair~~within ~~value~~first year of first anniversary of TSX-V approval of $~~168~~750,~~291~~000; f) $350,000 upon second anniversary of TSX-V approval and 1,600,000 common shares; and g) Minimum exploration expenditures within 1 year of second anniversary of TSX-V approval of $1,000,000.

~~F-8~~On completion of all terms above, the Company shall have earned a 90% interest and title of the permits shall be transferred to the Company. Upon exercise of the option agreement, the Company shall be deemed to be granted an option to purchase the remaining 10% interest in the Property for the payment of $5,000,000.

~~Passport~~The ~~Potash~~Company ~~Inc.~~paid ~~(An~~a ~~Exploration~~finder’s ~~Stage~~fee ~~Company)~~of ~~Notes~~$25,825 to ~~the~~a ~~consolidated~~third ~~financial~~party ~~statements - unaudited (Expressed~~ in connection ~~United~~with ~~States~~this ~~dollars)~~option ~~For~~agreement. ~~the six months ended August 31, 2014~~

~~NOTE~~During 3the ~~UNPROVEN~~year ~~MINERAL~~ended ~~PROPERTIES~~February ~~(Contd)~~28, 2013, the Company became the subject to a civil action in the Third Judicial District court, Salt Lake County, State of Utah in connection with the Ringbolt Property option agreement. The optionors were seeking payment of $350,000, 1,400,000 of the Company’s shares and $20,716 in expenses related to the property, alternatively damages of $644,000. The Company did not make the required payment and did not issue the shares to the optionors as it contended that the optionors were in default of the option agreement. The Company counter claimed for specific performance under the option agreement and paid the $350,000 and issued the 1,400,000 shares into the Utah court.

~~Ringbolt~~The ~~Property~~court ruled that tender to the court was not sufficient; therefore, ~~Arizona~~the ~~(Contd)~~cash and shares were released to the optionors on July 10, 2012. The fair value of the 1,400,000 shares was $271,936. The Company deposited a bond in the amount of $350,000 with the Court as security for the preliminary injunction, which was disclosed on the balance sheet as an injunction bond. During the year ended February 28, 2014, the injunction bond was returned to the Company. On September 10, 2012, the court granted the motion for a preliminary injunction, which enjoined the optionors from terminating the Ringbolt option agreement based upon the grounds alleged by the optionors.

3.On ~~Upon~~October ~~written~~30, ~~notice~~2012 ~~from~~ the ~~TSX-V~~Company ~~that~~entered into an amended option agreement (the “Amendment Agreement”) ~~has~~to ~~been~~acquire ~~approved,~~100% undivided legal and beneficial interest in and to the ~~parties~~Ringbolt ~~shall~~Property, ~~simultaneously~~free doand clear of all encumbrances in exploration leases, according to the following terms:

a)	The optionors shall assign all of their right, title, and interest in and to the Ringbolt Property and will take all necessary action with the Arizona State Land Department to effect such assignment (completed); and
b)	The Company will place into escrow on behalf of the optionors the $2,450,000 cash payment and the 750,000 common shares (issued with a fair value of $168,291) of the Company. The cash payment and shares will be released to the optionors upon receipt of confirmation of the assignment of the Ringbolt Property to the Company (completed).

1.	The Company will pay to the optionors a total of $3,850,000 according to the following schedule:

4.	There will be no royalty attached to the transferred permits.
5.	Should the Company sell or in any way transfer its interest in the Ringbolt Property, the optionors will receive a bonus payment in accordance with the following schedule:

a)	$150,000 upon execution of the Amendment Agreement (paid);
b)	$2,450,000 upon TSX-V approval (paid); and
c)	$1,250,000 on or before October 31, 2014 (not paid).

a)2. IfThe ~~the~~ Company ~~receives~~issue ~~less than $30 million for the transaction~~750, then no bonus payment shall be payable; b) If the Company receives greater than $30 million but less than $40 million the optionors would receive 20% of the gross consideration in excess of $30 million; c) If the Company receives greater than $40 million but less than $50 million the optionors would receive $2,000~~,000~~ ~~plus~~common ~~10%~~shares ~~of the gross consideration in excess of $40 million,~~ to ~~a maximum of $1,000,000; or d) If~~ the ~~Company receives greater than $50 million the~~ optionors ~~would~~upon ~~receive~~TSX-V ~~$3,000,000~~approval ~~plus~~(issued ~~20%~~with ofa ~~the~~fair ~~gross~~value ~~consideration received in excess~~ of $~~50 million~~168,291).

~~Based upon the foregoing, the parties have agreed to a mutual release and settlement of any claims and causes of action between the parties as of the date of the Amended Agreement.~~F-9

OnPassport ~~December~~Potash 8,Inc. ~~2012,~~Notes ~~the Company entered into a second amendment~~ to the ~~option~~consolidated ~~agreement~~financial tostatements ~~acquire~~- ~~100%~~unaudited of(Expressed ~~the Ringbolt Property. The amendment stipulates that~~ in ~~the~~United ~~event~~States ~~that~~dollars) ~~the~~For ~~cash payment of $2,450,000 following TSX-V approval of~~ the ~~Amendment~~nine ~~Agreement~~months isended ~~delayed,~~November ~~the parties agree to extend the payment deadline for a period of~~ 30 ~~days from the date of final approval from the TSX-V with the payment of $100~~,~~000~~ to one of the optionors with this extension payment to be deducted from the $2,450,000 payment due following TSX-V approval. A payment of $100,000 was made to the optionor on December 20, 2012 and the balance of $2,350,000 on 28 February 2013. 2014

~~Cooperative~~NOTE ~~Agreement~~3 ~~and~~– ~~Joint~~UNPROVEN ~~Exploration~~MINERAL ~~Agreement~~PROPERTIES (~~“JEA”~~Cont’d) ~~with~~ ~~the Hopi Tribe~~

~~Effective~~Ringbolt ~~November 1~~Property, ~~2012,~~Arizona ~~the Company and The Hopi Tribe, a federally recognized Indian Tribe, entered into a Joint Exploration Agreement~~ (~~the “JEA”~~Cont’d) pursuant to which the parties agree to explore the Hopi land sections (the “Hopi Property”) which are checker-boarded with the Company’s southern landholdings in accordance with an exploration program.

~~The~~3. ~~Company~~Upon ~~will~~written benotice ~~responsible~~from ~~for~~the ~~all~~TSX-V ~~costs,~~that ~~charges~~the ~~and expenses~~Amendment ~~incurred~~Agreement inhas ~~connection~~been ~~with~~approved, the ~~exploration~~parties ~~program.~~shall simultaneously do the following:

Joint Exploration Agreement HNZ Potash, LLC (“HNZ”)

a)	The optionors shall assign all of their right, title, and interest in and to the Ringbolt Property and will take all necessary action with the Arizona State Land Department to effect such assignment (completed); and
b)	The Company will place into escrow on behalf of the optionors the $2,450,000 cash payment and the 750,000 common shares (issued with a fair value of $168,291) of the Company. The cash payment and shares will be released to the optionors upon receipt of confirmation of the assignment of the Ringbolt Property to the Company (completed).

On July 27, 2012 the Company entered into a Joint Exploration Agreement in which the Company assigned 50% of their interest in twenty-one permitted parcels within the Holbrook Basin Project (from Holbrook Basin Property and Twin Buttes Ranch above) to HNZ. In return, HNZ reimbursed the Company for 50% of mineral exploration costs previously incurred on the permits, ($112,668 received during the year ended February 28, 2013), and the Company will be liable for 50% of the future costs relating to the permits.

4.	There will be no royalty attached to the transferred permits.

5.	Should the Company sell or in any way transfer its interest in the Ringbolt Property, the optionors will receive a bonus payment in accordance with the following schedule:

~~F-9~~a) If the Company receives less than $30 million for the transaction, then no bonus payment shall be payable; b) If the Company receives greater than $30 million but less than $40 million the optionors would receive 20% of the gross consideration in excess of $30 million; c) If the Company receives greater than $40 million but less than $50 million the optionors would receive $2,000,000 plus 10% of the gross consideration in excess of $40 million, to a maximum of $1,000,000; or d) If the Company receives greater than $50 million the optionors would receive $3,000,000 plus 20% of the gross consideration received in excess of $50 million.

~~Passport~~Based ~~Potash~~upon ~~Inc.~~the ~~(An~~foregoing, ~~Exploration~~the ~~Stage~~parties ~~Company)~~have ~~Notes~~agreed to ~~the~~a ~~consolidated~~mutual release ~~financial~~and ~~statements~~settlement -of ~~unaudited~~any ~~(Expressed~~claims inand ~~United~~causes ~~States~~of ~~dollars)~~action ~~For~~between the ~~six~~parties ~~months~~as of ~~ended~~the ~~August~~date ~~31,~~of ~~2014~~the Amended Agreement.

~~NOTE~~On 3December ~~UNPROVEN~~8, ~~MINERAL~~2012, ~~PROPERTIES~~the ~~(Contd)~~Company entered into a second amendment to the option agreement to acquire 100% of the Ringbolt Property. The amendment stipulates that in the event that the cash payment of $2,450,000 following TSX-V approval of the Amendment Agreement is delayed, the parties agree to extend the payment deadline for a period of 30 days from the date of final approval from the TSX-V with the payment of $100,000 to one of the optionors with this extension payment to be deducted from the $2,450,000 payment due following TSX-V approval. A payment of $100,000 was made to the optionor on December 20, 2012 and the balance of $2,350,000 on 28 February 2013.

~~Fitzgerald~~On ~~Ranch~~October 20, ~~Arizona~~2014, the Company provided formal written notice to the Optionors that it was abandoning the option granted to it in the option agreement. Therefore, the Company has no further obligations to make any option payments.

OnCooperative ~~May~~Agreement 7and Joint Exploration Agreement (“JEA”) with the Hopi Tribe Effective November 1, 2012, asthe ~~amended~~Company and The Hopi Tribe, ~~the~~a ~~Company~~federally recognized Indian Tribe, entered into ana Joint ~~agreement~~ Exploration Agreement (the “JEA”) pursuant to ~~acquire~~which the ~~Fitzgerald~~parties ~~Ranch~~agree ~~for~~to ~~$17,000,000~~explore the asHopi ~~follows:~~land sections (the “Hopi Property”) which are checker-boarded with the Company’s southern landholdings in accordance with an exploration program.

a)Under ~~A down payment of $500,000 (paid) ($25,000 was expensed in~~ the ~~year ended February 29~~JEA,~~2012,~~ ~~and~~ the ~~remainder~~Company is ~~included~~responsible infor ~~long-term~~all ~~deposits); b) A payment of $500~~costs,~~000~~ charges ~~(paid)~~and ~~upon~~expenses ~~execution~~incurred ~~of an amendment to the agreement~~ in ~~November~~connection ~~2012~~with ~~(included in long-term deposits); c) A payment of $500,000 to be paid on~~ the ~~earlier~~exploration of either October 31, 2013, or within 30 days of closing the Company’s next financing (not paid); d) A payment of $500,000 to be paid on or before December 31, 2013 (not paid); e) A payment of $1,000,000 to be paid on or before December 31, 2014; and f) The balance of $14,000,000 to be paid on the closing of the sale which is on or before June 30, 2015program.

The ~~Company~~JEA ~~has~~automatically ~~not~~terminated ~~made~~at ~~the~~5:00 ~~required~~PM ~~$500,000~~Arizona ~~payments~~time ~~that were due~~ on October 3115, ~~2013 and December 31, 2013; therefore, there are past-due payments and $975,000 capitalized to long-term deposits has been written-off as at the year ended February 28,~~ 2014. ~~The Company is currently in negotiations to amend the agreement.~~

~~NOTE 4 CONVERTIBLE PROMISORY NOTES PAYABLE~~ F-10

~~Tranche~~Passport IPotash Inc. Notes to the consolidated financial statements - unaudited (Expressed in United States dollars) For the nine months ended November 30, 2014

OnNOTE ~~February~~3 ~~19,~~– ~~2013,~~UNPROVEN ~~the~~MINERAL ~~Company~~PROPERTIES ~~issued $5,305,540 of convertible debentures~~ (~~of which $4,140,000 were to related parties~~Cont’d) which mature on February 19, 2014 (the “Maturity Date”) and bear interest at 15% per annum which shall accrue and be payable on the earlier of the Maturity Date, or the date the entire principal amount of the convertible debentures is converted (the “Tranche I Debentures”). The principal amount of the Tranche I Debentures is convertible into shares of common stock of the Company at the option of the holder, in whole or in part, at a price of US$0.38 per share until the Maturity Date. The Tranches I Debentures are secured by a first ranking floating charge security on all of the Company’s assets.

InJoint ~~addition,~~Exploration ~~2.5~~Agreement ~~common~~– ~~share~~HNZ ~~purchase~~Potash, ~~warrants~~LLC ~~were~~(“HNZ”) ~~issued for~~ ~~each~~ On ~~US$1.00~~July of27, ~~principal~~2012 ~~amount of~~ the ~~Tranche~~Company Ientered ~~Debentures,~~into ~~entitling~~a ~~the holder~~Joint toExploration ~~acquire~~Agreement ~~one~~in which ~~share~~the ofCompany ~~common~~assigned ~~stock~~50% of ~~the~~their ~~Company~~interest ~~for~~in ~~each~~twenty-one ~~warrant~~permitted atparcels an within ~~exercise~~the ~~price~~Holbrook ofBasin ~~US$0.38~~Project ~~per~~(from ~~share~~Holbrook ~~for~~Basin aProperty ~~period~~and ofTwin ~~one~~Buttes Ranch ~~year~~above) ~~from~~to ~~the date of issuance~~HNZ. 13In return,~~263,850~~ ~~warrants~~HNZ ~~were~~reimbursed ~~issued.~~the ~~The~~ Company ~~determined~~for ~~the~~50% ~~fair~~of ~~value~~mineral of exploration ~~the~~costs ~~warrants~~previously toincurred beon the permits, ($2112,~~049,578~~668 ~~using~~received during the ~~Black-Scholes~~year ~~Option~~ended ~~Pricing~~February ~~Model with~~28, ~~the~~2013), ~~following~~and ~~assumptions:~~the ~~Expected~~Company ~~dividend~~will ~~yield~~be 0;liable ~~Expected~~for ~~stock price volatility 76~~50%; ~~Risk-free~~of ~~interest~~the future ~~rate~~costs ~~1.07%;~~relating ~~Expected~~to ~~life~~the ~~1 year~~permits.

~~The~~Fitzgerald ~~proceeds~~Ranch, ~~were~~Arizona ~~allocated to the Tranche I Debentures and the~~ ~~warrants~~ On ~~based~~May ~~on their relative fair values and accordingly~~7, $32012,~~827,098~~ ~~was~~as ~~allocated~~ amended, to the ~~debentures~~Company ~~and~~entered ~~$1,478,442~~into ~~was~~an ~~allocated~~agreement to acquire the ~~warrants~~Fitzgerald ~~and~~Ranch ~~recorded~~ for $17,000,000 as ~~a reduction in the liability and an increase in additional paid-in capital.~~follows:

Ina) ~~accordance~~A ~~with~~down ~~ASC~~payment ~~470-20~~of ~~“Debt~~$500,000 ~~with~~(paid) ~~Conversion~~($25,000 was expensed in the year ended February 29,2012, and ~~Other Options”~~the remainder is included in long-term deposits); b) A payment of $500,000 (paid) upon execution of an amendment to the ~~Company~~agreement ~~recognized~~in November 2012 (included in long-term deposits); c) A payment of $500,000 to be paid on the ~~value~~earlier of either October 31, 2013, or within 30 days of closing the ~~embedded~~Company’s ~~beneficial~~next ~~conversion feature~~financing (not paid); d) A payment of $2500,~~316,159.~~000 ~~This~~to ~~value~~be ~~was~~paid ~~recorded~~on asor abefore ~~reduction~~December 31, 2013 (not paid); e) A payment of ~~the~~$1,000,000 ~~liability~~ to be paid on or before December 31, 2014 (not paid); and anf) ~~increase~~The inbalance ~~additional~~of $14,000,000 to be paid~~-in~~ ~~capital~~on the closing of the sale which is on or before June 30, 2015.

FThe Company has not made the required $500,000 payments that were due on October 31, 2013 and December 31, 2013 and $1,000,000 due on December 31, 2014; therefore, there are past-10due payments and $975,000 capitalized to long-term deposits has been written-off as at the year ended February 28, 2014. The Company is currently in negotiations to amend the agreement.

~~Passport~~NOTE ~~Potash~~4 ~~Inc.~~– ~~(An~~CONVERTIBLE ~~Exploration~~PROMISORY ~~Stage~~NOTES ~~Company)~~PAYABLE ~~Notes to the consolidated financial statements - unaudited (Expressed in United States dollars) For the six months ended August 31, 2014~~

~~NOTE~~Tranche I On February 19, 2013, the Company issued $5,305,540 of convertible debentures (of which $4,140,000 ~~CONVERTIBLE~~were ~~DEBENTURES~~to related parties) which mature on February 19, 2014 (~~Contd~~the “Maturity Date”) and bear interest at 15% per annum which shall accrue and be payable on the earlier of the Maturity Date, or the date the entire principal amount of the convertible debentures is converted (the “Tranche I Debentures”). The principal amount of the Tranche I Debentures is convertible into shares of common stock of the Company at the option of the holder, in whole or in part, at a price of US$0.38 per share until the Maturity Date. The Tranches I Debentures are secured by a first ranking floating charge security on all of the Company’s assets.

In addition, 2.5 common share purchase warrants were issued for each US$1.00 of principal amount of the Tranche I ~~(Contd)~~Debentures, entitling the holder to acquire one share of common stock of the Company for each warrant at an exercise price of US$0.38 per share for a period of one year from the date of issuance. 13,263,850 warrants were issued. The Company determined the fair value of the warrants to be $2,049,578 using the Black-Scholes Option Pricing Model with the following assumptions: Expected dividend yield – 0; Expected stock price volatility – 76%; Risk-free interest rate – 1.07%; Expected life – 1 year.

InThe ~~connection~~proceeds ~~with~~were ~~the~~allocated ~~issuance~~to of the Tranche I Debentures~~, the~~ ~~Company paid $73,958 in finders fees~~ and ~~issued 101,882 finders warrants. Each finders warrant entitles~~ the ~~holder to purchase one common share for~~ ~~US$0.19~~ warrants ~~per~~based ~~share~~on ~~for~~their ~~one~~relative ~~year from the date of issuance. The~~ fair ~~value~~values ofand ~~the finders~~accordingly, ~~warrant portion calculated using the Black-Scholes Option Pricing Model was~~ $53,~~770~~827,098 ~~recorded~~was allocated asto athe ~~debenture~~debentures ~~issuance cost. The Company also incurred legal~~ and ~~filing fee costs of~~ $511,~~528~~478,442 ofwas ~~which~~allocated ~~$37,380~~to ~~was~~the warrants and recorded as ~~deferred debt~~a ~~issuance~~reduction ~~costs~~in ~~and~~the ~~$93,876~~liability ~~was~~and ~~charged~~an toincrease in additional paid-in capital. ~~(See also Tranche I - Amended)~~

~~Tranche~~In IIaccordance with ASC 470-20 “Debt with Conversion and Other Options”, the Company recognized the value of the embedded beneficial conversion feature of $2,316,159. This value was recorded as a reduction of the liability and an increase in additional paid-in capital.

On March 14, 2013, the Company issued $285,000 of convertible debentures which mature on March 14, 2014 (the “Maturity Date”), and bear interest at 15% per annum which shall accrue and be payable on the earlier of the Maturity Date, or the date the entire principal amount of each debenture is converted. The principal amount of the debentures is convertible into shares of common stock of the Company at the option of the holder, in whole or in part, at a price of US$0.38 per share until the Maturity Date. The debentures are secured by a first ranking floating charge security on all of the Company’s assets. F-11

InPassport ~~addition,~~Potash 2Inc.5 ~~common~~Notes ~~share purchase warrants were issued for each US$1.00 of principal amount of the debentures, entitling the holder~~ to ~~acquire~~ ~~one share of common stock of~~ the ~~Company~~consolidated ~~for~~financial ~~each~~statements ~~warrant~~- atunaudited an(Expressed ~~exercise price~~in ofUnited ~~US$0.38~~States ~~per~~dollars) ~~share~~For ~~for a period of one year from~~ the ~~date~~nine ofmonths ~~issuance. 712,500~~ended ~~warrants~~November ~~were issued. The Company determined the fair value of the warrants to be $130~~30,~~826~~ ~~using the Black-Scholes Option Pricing Model with the following assumptions: Expected dividend yield 0; Expected stock price volatility 75%; Risk-free interest rate 0.97%; Expected life 1 year.~~2014

~~The~~NOTE ~~proceeds~~4 ~~were~~– ~~allocated~~CONVERTIBLE toPROMISORY ~~the~~NOTES ~~debentures~~PAYABLE and the warrants based on their relative fair values and accordingly, $195,334 was allocated to the debentures and $89,666 was allocated to the warrants and recorded as a reduction in the liability and an increase in additional paid-in capital.(Cont’d)

Tranche I (Cont’d) In ~~accordance~~connection with ~~ASC~~the issuance ~~470-20~~of ~~“Debt~~the ~~with~~Tranche ~~Conversion~~I ~~and~~Debentures, ~~Other~~the Company paid $73,958 in finder’s fees ~~Options”~~ and issued 101,882 finder’s warrants. Each finder’s warrant entitles the ~~Company~~holder to ~~recognized~~purchase one common share for US$0.19 per share for one year from the date of issuance. The fair value of the ~~embedded~~finder’s ~~beneficial~~warrant ~~conversion~~portion calculated using the ~~feature~~ Black-Scholes ofOption Pricing Model was $~~164~~5,~~666~~770, recorded as a debenture issuance cost. ~~This~~The ~~value~~Company also incurred legal and filing fee costs of $51,528, of which $37,380 was recorded as adeferred ~~reduction~~debt ofissuance ~~the~~costs ~~liability~~ and an ~~increase~~$93,876 inwas charged to additional paid-in capital. (See also Tranche I - Amended)

InTranche ~~connection~~II ~~with~~ On ~~this~~March ~~private~~14, ~~placement~~2013, the Company issued $285,000 of convertible debentures which mature on March 14, 2014 (the “Maturity ~~Company~~ Date”), ~~also~~and ~~incurred~~bear ~~filing~~interest ~~fee~~at ~~costs~~15% per annum which shall accrue and be payable on the earlier of $1the Maturity Date,~~425,~~ or the date the entire principal amount of each ~~which~~debenture ~~$353~~is ~~was~~converted. ~~recorded~~The asprincipal amount of the debentures is ~~deferred~~ convertible ~~debt~~into ~~issuance~~shares ~~costs~~of ~~and~~common ~~$1,272~~stock ~~was~~of ~~charged~~the toCompany ~~additional~~at ~~paid-~~the option of the holder, in whole or in part, at a price of US$0.38 per share until the Maturity ~~capital~~ Date. ~~(See~~The ~~also~~debentures ~~Tranche~~are IIsecured -by ~~Amended)~~a first ranking floating charge security on all of the Company’s assets.

~~Tranche~~In ~~III~~addition, 2.5 common share purchase warrants were issued for each US$1.00 of principal amount of the debentures, entitling the holder to acquire one share of common stock of the Company for each warrant at an exercise price of US$0.38 per share for a period of one year from the date of issuance. 712,500 warrants were issued. The Company determined the fair value of the warrants to be $130,826 using the Black-Scholes Option Pricing Model with the following assumptions: Expected dividend yield – 0; Expected stock price volatility – 75%; Risk-free interest rate – 0.97%; Expected life – 1 year.

OnThe ~~April~~proceeds 4,were ~~2013,~~allocated to the ~~Company issued $200,000 of convertible~~ debentures ~~which~~and ~~will mature on April 4, 2014 (~~the ~~“Maturity Date”) and bear~~warrants ~~interest~~ based aton ~~15%~~their ~~per~~relative ~~annum~~fair ~~which~~values ~~shall accrue~~ and beaccordingly, ~~payable~~$195,334 onwas ~~the~~allocated ~~earlier of~~to the ~~Maturity~~debentures ~~Date~~and $89,666 orwas ~~the~~allocated ~~date~~to the ~~entire~~warrants ~~principal~~and ~~amount~~recorded ofas ~~each debenture is~~a ~~converted.~~ reduction ~~The~~in ~~principal amount of~~ the ~~debentures~~liability isand ~~convertible~~an ~~into~~increase ~~shares of common stock of the Company at the option of the holder,~~ in ~~whole~~additional or paid-in ~~part, at a price of US$0~~capital.~~38 per share until the Maturity Date. The Debentures are secured by a first ranking floating charge security on all of the Company’s assets.~~

In ~~addition,~~accordance ~~2.5~~with ~~common~~ASC ~~share~~470-20 ~~purchase~~“Debt ~~warrants~~with ~~were~~Conversion ~~issued~~and ~~for~~Other ~~each~~ Options”, ~~US$1.00 of principal amount of~~ the ~~debentures,~~Company ~~entitling~~recognized the ~~holder~~value ~~to acquire one share~~ of ~~common stock of~~ the ~~Company~~embedded ~~for~~beneficial ~~each warrant at an exercise~~conversion ~~price~~ feature of US$~~0.38 per share for a period of one year from the date of issuance. 500~~164,~~000 warrants were issued~~666. ~~The~~This ~~Company determined the fair~~ value ofwas ~~the warrants~~recorded toas bea ~~$62,896~~reduction ~~using~~of the ~~Black-Scholes~~liability ~~Option Pricing Model with the~~and ~~following~~ an ~~assumptions:~~increase ~~Expected~~in ~~dividend~~additional ~~yield 0; Expected stock price volatility 75%; Risk~~paid-~~free~~in ~~interest rate 0~~capital.~~97%; Expected life 1 year.~~

FIn connection with this private placement of debentures, the Company also incurred filing fee costs of $1,425, of which $353 was recorded as deferred debt issuance costs and $1,272 was charged to additional paid-11in capital. (See also Tranche II - Amended)

~~Passport~~Tranche ~~Potash~~III ~~Inc.~~ On ~~(An~~April ~~Exploration~~4, ~~Stage~~2013, the Company issued $200,000 of convertible debentures which will mature on April 4, 2014 (the “Maturity Date”) ~~Notes~~and tobear interest at 15% per annum which shall accrue and be payable on the ~~consolidated~~earlier ~~financial~~of ~~statements~~the -Maturity ~~unaudited~~Date, ~~(Expressed~~or inthe ~~United~~date ~~States~~the ~~dollars)~~entire ~~For~~principal amount of each debenture is converted. The principal amount of the ~~six~~debentures ~~months~~is convertible ~~ended~~into ~~August~~shares 31of common stock of the Company at the option of the holder, ~~2014~~in whole or in part, at a price of US$0.38 per share until the Maturity Date. The Debentures are secured by a first ranking floating charge security on all of the Company’s assets.

~~NOTE~~In 4addition, ~~CONVERTIBLE~~2.5 ~~DEBENTURES~~common ~~(Contd)~~share purchase warrants were issued for each US$1.00 of principal amount of the debentures, entitling the holder to acquire one share of common stock of the Company for each warrant at an exercise price of US$0.38 per share for a period of one year from the date of issuance. 500,000 warrants were issued. The Company determined the fair value of the warrants to be $62,896 using the Black-Scholes Option Pricing Model with the following assumptions: Expected dividend yield – 0; Expected stock price volatility – 75%; Risk-free interest rate – 0.97%; Expected life – 1 year.

~~Tranche III (Contd)~~ F-12

~~The~~Passport ~~proceeds~~Potash ~~were~~Inc. ~~allocated~~Notes to the ~~debentures~~consolidated ~~and~~financial ~~the~~statements ~~warrants based~~- onunaudited ~~their~~(Expressed ~~relative~~in ~~fair~~United ~~values~~States ~~and~~dollars) ~~accordingly,~~For ~~$152,151~~the ~~was~~nine ~~allocated~~months ~~to the~~ended ~~debentures~~November ~~and $47~~30,~~849~~ ~~was allocated to the warrants and recorded as a reduction in the liability and an increase in additional paid-in capital.~~2014

~~The~~NOTE ~~Company~~4 ~~recognized~~– ~~the~~CONVERTIBLE ~~value~~PROMISORY ofNOTES ~~the~~PAYABLE ~~embedded beneficial conversion feature of $58,375. This value was recorded as a reduction of the liability and an increase in additional paid-in capital.~~(Cont’d)

InTranche ~~connection~~III ~~with~~(Cont’d) ~~this~~ The ~~issuance~~proceeds ofwere allocated to the debentures, and the ~~Company also~~warrants ~~incurred~~based ~~filing~~on ~~fee~~their ~~costs~~relative offair values and accordingly, $1152,~~070,~~151 ofwas ~~which~~allocated to the debentures and $~~502~~47,849 was allocated to the warrants and recorded as ~~deferred debt~~a ~~issuance~~reduction ~~costs~~in ~~and~~the ~~$568~~liability ~~was~~and ~~charged~~an increase toin additional paid-in capital.

~~Amendment~~The toCompany ~~Convertible~~recognized ~~Debentures~~the ~~Tranche~~value Iof tothe ~~III~~embedded beneficial conversion feature of $58,375. This value was recorded as a reduction of the liability and an increase in additional paid-in capital.

OnIn ~~February~~connection 6,with ~~2014~~this issuance of debentures, the Company also ~~entered~~incurred ~~into~~filing ~~agreements~~fee ~~with~~costs of $1,070, of which $502 was recorded as deferred ~~all~~ debt ~~the~~issuance ~~debenture~~costs ~~holders~~and $568 was charged to ~~modify~~additional ~~the~~paid-in ~~terms~~capital. of(See also ~~the~~Tranche ~~convertible~~III ~~debentures~~– ~~as follows:~~Amended)

•Amendment ~~The maturity date is extended~~ to ~~August~~Convertible ~~19,~~Debentures ~~2016;~~– •Tranche ~~All~~I ~~interest due on the original maturity date is added~~ to ~~the~~III ~~principal~~ On ofFebruary ~~the~~6, ~~convertible~~2014, ~~debentures; • The debt is now convertible to into common shares of~~ the Company atentered ~~$0.12~~into ~~per~~agreements ~~share;~~with ~~and~~all ~~• The warrants will have a term of 42 months from~~ the debenture ~~date~~holders ~~of issuance and are exercisable~~ to ~~purchase~~modify ~~one~~the ~~common~~terms ~~share~~ of the ~~Company~~convertible atdebentures ~~$0.12 per share.~~as follows:

~~All~~• ~~the~~The ~~amendments~~maturity ~~came~~date ~~into~~is ~~effect~~extended to August 19, 2016; • All interest due on the original maturity ~~dates~~ date is added to the principal of the convertible debentures; • The debt is now convertible to into common shares of the Company at $0.12 per share; and • The warrants will have a term of 42 months from the date of issuance and are exercisable to purchase one common share of the Company at $0.12 per share.

~~Tranche~~All Ithe -amendments ~~Amended~~came into effect on the original maturity dates.

Tranche I - Amended On February 19, 2014, the amendments came into effect for the Tranche I Debentures. As a result, the principal of the Tranche 1I Debentures increased to $6,095,894.

The Company determined the incremental fair value of the warrants issued with the Tranche 1I Debentures due to the modifications to be $866,295 using the Black-Scholes Option Pricing Model with the following assumptions: Expected dividend yield – 0; Expected stock price volatility – 93%; Risk-free interest rate – 1.16%; Expected life – 2.5 years.

The proceeds were allocated to the Tranche 1I Debentures and the warrants based on their relative fair values and accordingly, $5,258,905 was allocated to the Tranche 1I Debentures and $836,989 was allocated to the warrants and recorded as a reduction in the liability and an increase in additional paid-in capital.

In accordance with ASC 470-20 “Debt with Conversion and Other Options”, the Company recognized the value of the embedded beneficial conversion feature of $260,317. This value was recorded as a reduction of the liability and an increase in additional paid-in capital.

In connection with this amendment, the Company paid $4,379 issuance costs, of which $3,591 was recorded as deferred debt issuance costs and $788 was charged to additional paid-in capital.

Tranche II - Amended On March 14, 2014, the amendments came into effect for the Tranche II Debentures. As a result, the principal of the Tranche II Debentures increased to $327,750.

OnThe ~~March~~Company ~~14,~~determined ~~2014,~~ the ~~amendments~~incremental ~~came~~fair ~~into~~value ~~effect~~of ~~for~~ the warrants issued with the Tranche II Debentures. Asdue ato ~~result,~~ the ~~principal~~modifications ofto be $46,523 using the ~~Tranche~~Black-Scholes IIOption ~~Debentures increased~~Pricing toModel ~~$327,750.~~with the following assumptions:

F-1213

Passport Potash Inc. ~~(An Exploration Stage Company)~~ Notes to the consolidated financial statements - unaudited (Expressed in United States dollars) For the ~~six~~nine months ended ~~August~~November 3130, 2014

NOTE 4 – CONVERTIBLE ~~DEBENTURES~~PROMISORY NOTES PAYABLE (~~Contd~~Cont’d)

~~Amendment~~Tranche toII ~~Convertible~~- ~~Debentures~~Amended (~~Contd~~Cont’d) Expected dividend yield – 0; Expected stock price volatility – 94%; Risk-free interest rate – 1.09%; Expected life – 2.44 years.

The ~~Company~~proceeds ~~determined~~were ~~the~~allocated ~~incremental~~to ~~fair~~the ~~value~~Tranche ofII ~~the~~Debentures and the warrants ~~issued~~based ~~with~~on ~~the~~their ~~Tranche~~relative 11fair ~~Debentures~~values ~~due~~and toaccordingly, ~~the~~$282,892 ~~modifications~~was allocated to ~~be $46,523~~the ~~using~~Tranche ~~the~~II ~~Black-Scholes~~Debentures ~~Option~~and ~~Pricing~~$44,858 ~~Model~~was ~~with~~allocated to the ~~following~~warrants ~~assumptions:~~ and ~~Expected~~recorded ~~dividend~~as ~~yield~~a 0;reduction ~~Expected~~in ~~stock~~the ~~price~~liability ~~volatility~~and ~~94%; Risk-free~~an ~~interest~~increase ~~rate~~in ~~1.09%;~~additional paid-in ~~Expected life 2~~capital.~~44 years.~~

~~The~~In ~~proceeds~~accordance ~~were~~with ~~allocated~~ASC to470-20 ~~the~~“Debt ~~Tranche~~with IIConversion ~~Debentures~~ and Other Options”, the ~~warrants~~Company ~~based~~recognized onthe ~~their~~value ~~relative~~of ~~fair~~the ~~values~~embedded ~~and~~beneficial ~~accordingly, $282,892 was~~conversion ~~allocated~~ feature toof ~~the Tranche II Debentures and~~ $44,858. ~~was~~This ~~allocated~~value towas ~~the warrants and~~ recorded as a reduction inof the liability and an increase in additional paid-in capital.

InTranche ~~accordance~~III ~~with ASC 470~~-20 ~~“Debt~~Amended ~~with~~ On ~~Conversion~~April ~~and~~04, ~~Other Options”~~2014, the amendments ~~Company~~came ~~recognized~~into ~~the~~effect ~~value~~for of the ~~embedded~~Tranche ~~beneficial~~III ~~conversion feature of $44,858~~Debentures. ~~This~~As ~~value was recorded as~~ a ~~reduction~~result, the principal of the ~~liability~~Tranche ~~and an~~III ~~increase~~Debentures inincreased ~~additional~~to ~~paid-in capital~~$230,000.

The Company determined the incremental fair value of the warrants issued with the Tranche III Debentures due to the modifications to be $32,261 using the Black-Scholes ~~Amended~~Option Pricing Model with the following assumptions: Expected dividend yield – 0; Expected stock price volatility – 94%; Risk-free interest rate – 1.07%; Expected life – 2.38 years.

OnThe ~~April~~proceeds ~~04,~~were ~~2014,~~allocated to the ~~amendments~~Tranche ~~came~~III ~~into~~Debentures ~~effect~~and the ~~for~~warrants ~~the Tranche~~based ~~III~~on ~~Debentures.~~their Asrelative afair ~~result~~values and accordingly, ~~the~~$198,905 ~~principal~~was allocated ofto the Tranche III Debentures ~~increased~~ toand $~~230~~31,~~000.~~095 was allocated to the warrants and recorded as a reduction in the liability and an increase in additional paid-in capital.

~~The~~In ~~Company~~accordance ~~determined~~with ~~the~~ASC ~~incremental~~470-20 ~~fair~~“Debt ~~value~~with ofConversion ~~the~~and Other ~~warrants~~ Options”, ~~issued with~~ the ~~Tranche~~Company ~~III~~recognized ~~Debentures~~the ~~due~~value toof the ~~modifications~~embedded tobeneficial beconversion feature of $3231,~~261~~095. ~~using~~This ~~the~~value ~~Black-Scholes~~was ~~Option~~recorded ~~Pricing~~as ~~Model~~a ~~with~~reduction of the ~~following~~liability and ~~assumptions:~~ an ~~Expected~~increase ~~dividend~~in ~~yield~~additional ~~0; Expected stock price volatility 94%; Risk~~paid-~~free~~in ~~interest rate 1~~capital.~~07%; Expected life 2.38 years.~~

~~The~~Tranche ~~proceeds~~V ~~were~~ On ~~allocated~~May to29, 2014, the Company issued $500,000 of convertible debentures (the “Tranche ~~III~~V Debentures”) ~~and~~to a related ~~the~~ party ~~warrants~~(Note ~~based~~6), which mature on ~~their~~May ~~relative~~29, ~~fair~~2018 ~~values~~and bear interest at 9.5% per annum which shall accrue and ~~accordingly~~be payable annually, ~~$198~~as to 50% in cash and 50% in common shares of the Company subject to the right of the holder to elect to have an interest payment satisfied entirely in common shares. The issuance price of common shares to pay accrued interest will be determined by the market price of the common shares,~~905~~ ~~was~~as defined by the policies of the TSX-V. The principal amount ~~allocated~~ of the debenture is convertible at any time prior to the ~~Tranche~~maturity ~~III~~date, ~~Debentures~~in whole or in part, at the option of the holder into either: (a) units of the Company at a conversion price of US$0.12 per unit, with each unit being comprised of one common share and one common share purchase warrant of the Company, with each warrant exercisable into one common share at a price of US$310.12 per warrant share until May 29,~~095~~ ~~was~~2018, ~~allocated~~or to(b) into 10% of the shares of the Company’s ~~warrants~~ wholly-owned subsidiary, PPI East Block Holding Corp., or pro rata portion thereof for any partial conversion. If option (a) is chosen, 4,166,667 shares and ~~recorded~~4,166,667 aswarrants will be issued. The Tranches V Debentures are secured by a ~~reduction~~first inranking floating charge security on all of the ~~liability~~Company’s assets. In accordance with ASC 470-20 “Debt with Conversion and anOther ~~increase~~Options”, the inCompany determined the value of the embedded beneficial conversion feature ~~additional~~ to ~~paid-in~~be ~~capital~~negative and as such no discount has been recorded.

In ~~accordance~~connection with ~~ASC~~this ~~470-20~~private ~~“Debt~~placement ~~with~~of ~~Conversion and Other Options”~~debentures, the Company ~~recognized~~paid ~~the value of the embedded beneficial conversion feature of~~ $313,~~095.~~323 ~~This~~issuance ~~value~~costs ~~was~~which were recorded as adeferred ~~reduction~~debt ~~of the liability and~~issuance ~~an increase in additional paid-in capital~~ costs.

~~Tranche V~~ F-14

OnPassport ~~May~~Potash ~~29, 2014, the Company issued $500,000 of convertible debentures (the “Tranche V Debentures”) to a related party (Note 6), which mature on May 29, 2018 and bear interest at 9~~Inc.5% ~~per~~Notes ~~annum which shall accrue and be payable annually, as~~ to ~~50% in cash and 50% in common shares of~~ the ~~Company subject~~consolidated tofinancial ~~the~~statements right of the holder to elect to have an interest payment satisfied entirely in common shares. The issuance price of common shares to pay accrued interest will be determined by the market price of the common shares, as defined by the policies of the TSX-V. ~~The~~unaudited ~~principal~~(Expressed ~~amount of the debenture is convertible at any time prior to the maturity date,~~ in ~~whole~~United orStates ~~in part, at the option of the holder into either: (a~~dollars) ~~units~~For of the ~~Company~~nine atmonths aended ~~conversion~~November ~~price of US$0.12 per unit~~30, with each unit being comprised of one common share and one common share purchase warrant of the Company, with each warrant exercisable into one common share at a price of US$0.12 per warrant share until May 29, 2018, or (b) into 10% of the shares of the Company’s wholly-owned subsidiary, PPI East Block Holding Corp., or pro rata portion thereof for any partial conversion. If option (a) is chosen, 4,166,667 shares and 4,166,667 warrants will be issued. The Tranches V Debentures are secured by a first ranking floating charge security on all of the Company’s assets. In accordance with ASC 470-20 “Debt with Conversion and Other Options”, the Company determined the value of the embedded beneficial conversion feature to be negative and as such no discount has been recorded.2014

InNOTE ~~connection~~4 ~~with~~– ~~this~~CONVERTIBLE ~~private~~DEBENTURES ~~placement of debentures, the Company paid $3,323 issuance costs which were recorded as deferred debt issuance costs.~~ (Cont’d)

F-13

		November 30,			February 28,
Convertible Debentures – Tranche I to III & Tranche V		2014			2014
Opening balance	$	5,554,122		$	1,624,128
Subscriptions received		500,000			485,000
Detachable share purchase warrants – amended		(75,953	)		(974,504	)
Intrinsic beneficial conversion feature - amended		(75,953	)		(483,358	)
Exercised – transfer to share capital		(536,855	)		(5,000	)
Accretion		312,777			4,049,613
Interest		552,372			858,243
Interest payable and transferred to accounts payable		(4,465	)		-
Closing balance	$	6,226,045		$	5,554,122

~~Passport~~The ~~Potash~~difference ~~Inc.~~between ~~(An~~the ~~Exploration~~amount ~~Stage~~recorded ~~Company)~~to ~~Notes~~the toconvertible debentures on initial recognition and the ~~consolidated~~value ~~financial~~at ~~statements~~maturity -will ~~unaudited~~be ~~(Expressed~~accreted using inthe ~~United~~effective ~~States~~interest ~~dollars)~~rate ~~For~~method. During the ~~six~~period ~~months~~ended November 30, 2014, $552,372 (year ended ~~August~~February 3128, 2014 - $4,049,613) was expensed as a non-cash interest charge.

~~NOTE~~Subscriptions 4Received ~~CONVERTIBLE~~ The ~~DEBENTURES~~Company holds subscriptions of $112,250 (~~Contd~~2014 - $95,000) towards convertible debenture offerings.

		May 31,			February 28,
Convertible Debentures Tranche I to III & Tranche V		2014			2014
Opening balance	$	5,554,122		$	1,624,128
Subscriptions received		500,000			485,000
Detachable share purchase warrants amended		(75,953	)		(974,504	)
Intrinsic beneficial conversion feature - amended		(75,953	)		(483,358	)
Exercised transfer to share capital		(536,855	)		(5,000	)
Accretion		209,769			4,049,613
Interest		393,851			858,243
Interest payable and transferred to accounts payable		(4,465	)		-
Closing balance	$	5,964,516		$	5,554,122

NOTE 5 – LOANS
Loans comprise certain advances from third parties and related parties (Note 6). As at November 30, 2014, the loans have no fixed repayment terms, are unsecured and do not bear interest.

~~The~~NOTE ~~difference~~6 ~~between~~– ~~the~~RELATED ~~amount~~PARTY ~~recorded~~TRANSACTIONS to the convertible debentures on initial recognition and the value at maturity will be accreted using the effective interest rate method. During the period ended August 31, 2014, $393,851 (year ended February 28, 2014 - $4,049,613) was expensed as a non-cash interest charge.

~~Subscriptions~~Related ~~Received~~party balances The following amounts due to related parties are included in trade payables and accrued liabilities:

The Company holds subscriptions of $112,250 (2014 - $95,000) towards convertible debenture offerings.

		November
		30,		February 28,
		2014		2014
Directors, officers and companies controlled by directors and officers of the Company	$	1,306,776	$	434,838

~~NOTE~~The 5following ~~LOANS~~amounts due to related parties are included in loans:

Loans comprise certain advances from third parties and related parties (Note 6). As at August 31, 2014, the loans have no fixed repayment terms, are unsecured and do not bear interest.

			November 30,		February 28,
	Note		2014		2014
Director	5	$	215,000	$	200,000
Companies controlled by directors and officers of the Company	5		43,292		46,264

		$	258,292	$	246,264

~~NOTE 6 RELATED PARTY TRANSACTIONS~~ F-15

~~Related~~Passport ~~party~~Potash ~~balances~~Inc. Notes to the consolidated financial statements - unaudited (Expressed in United States dollars) For the nine months ended November 30, 2014

~~The~~NOTE ~~following~~6 ~~amounts~~– ~~due~~RELATED toPARTY ~~related~~TRANSACTIONS ~~parties~~(Cont’d) ~~are included in trade payables and accrued liabilities:~~

		August 31,		February 28,
		2014		2014
Directors, officers and companies controlled by directors and officers of the Company	$	1,037,575	$	434,838

Related party balances (Cont’d)
The following convertible debentures are outstanding to:

The following amounts due to related parties are included in loans:

			November 30,		February 28,
	Note		2014		2014
Companies controlled by directors and officers of the Company	4	$	230,000	$	200,000
Significant investor of the Company	4	$	4,410,000	$	-
		$	4,640,000	$	200,000

			August 31,		February 28,
	Note		2014		2014
Director	5	$	200,000	$	200,000
Companies controlled by directors and officers of the Company	5		43,726		46,264
		$	243,726	$	246,264

Related party transactions

~~F-14~~The Company incurred the following transactions with directors, officers, significant investors and companies that are controlled by directors and officers of the Company.

Passport Potash Inc. (An Exploration Stage Company) Notes to the consolidated financial statements - unaudited (Expressed in United States dollars) For the six months ended August 31, 2014

		Nine month period ended
		November 30,		November 30,
		2014		2013
Administration	$	-	$	54,266
Consulting fees		112,500		388,811
Management fees		360,000		575,238
Mineral exploration costs		333,000		660,034
Convertible Debenture V issued		500,000		-
	$	1,305,500	$	1,678,349

NOTE 67 ~~RELATED~~– ~~PARTY~~COMMON ~~TRANSACTIONS~~STOCK ~~(Contd)~~

~~Related~~Share ~~party~~Issuances: ~~balances~~ During ~~(Contd)~~the period ended November 30, 2014, the Company issued 3,839,562 shares pursuant to $460,748 of convertible debentures being converted to shares at a price of $0.12 per share.

~~The~~Stock ~~following~~options ~~convertible debentures are outstanding to~~:

			August 31,		February 28,
	Note		2014		2014
Companies controlled by directors and officers of the Company	4	$	230,000	$	200,000
Significant investor of the Company	4	$	4,410,000	$	-
		$	4,640,000	$	200,000

The Board of Directors has adopted a new fixed share option plan (the “2014 Plan”) that provides the maximum aggregate number of common shares that may be reserved for issuance under the 2014 Plan at any point in time is 9,180,969, which represents 10% of the Company’s issued and outstanding common shares as at the date of the Company’s last annual shareholders meeting on September 12, 2013. All stock options outstanding under the previous 2011 rolling stock option plan were rolled into the 2014 Plan. The 2014 Plan is subject to TSX Venture Exchange approval, however, shareholder approval is not required as the 2014 Plan will not result at any time in the number of shares reserved for issuance under stock options exceeding 10% of the Company’s issued shares.

~~Related party transactions~~ F-16

~~The~~Passport ~~Company~~Potash ~~incurred~~Inc. Notes to the ~~following~~consolidated ~~transactions~~financial ~~with~~statements ~~directors, officers,~~- ~~significant~~unaudited ~~investors~~(Expressed ~~and~~in ~~companies~~United ~~that~~States ~~are~~dollars) ~~controlled~~For bythe ~~directors and~~nine ~~officers~~months ofended ~~the~~November ~~Company.~~30, 2014

		Six month period ended
		August 31,		August 31,
		2014		2013
Administration	$	-	$	54,266
Consulting fees		75,000		307,070
Management fees		240,000		412,116
Mineral exploration costs		252,000		504,034
Convertible Debenture V issued		500,000		-
	$	1,067,000	$	1,277,486

NOTE 7 – COMMON STOCK (Cont’d)
Stock options : (Cont’d)

~~NOTE~~At 7November ~~COMMON~~30, ~~STOCK~~2014 and February 28, 2014 the following stock options were outstanding:

Share Issuances:

Number of	Exercise price
Options	CDN$	Expiry date
72,812	0.20	November 16, 2015
725,000	0.64	January 10, 2016
2,513,500	0.40	February 11, 2016
460,750	0.40	March 03, 2016
750,500	1.18	June 21, 2016
745,250	0.84	September 12, 2016
1,900,000	0.76	January 20, 2017
234,000	0.42	February 19, 2018
500,000	0.10	February 19, 2018
1,265,000	0.36	July 02, 2018
9,166,812

~~During~~All ~~the~~options ~~period~~outstanding ~~ended~~are ~~August~~exercisable. ~~31,~~The ~~2014,~~weighted ~~the~~average remaining ~~Company~~contractual ~~issued 3,839,562~~life ~~shares~~of ~~pursuant~~the tooutstanding ~~$460,748~~stock ofoptions ~~convertible~~is ~~debentures~~0.96 ~~being~~years ~~converted~~and to the ~~shares~~weighted ataverage aexercise price ofis CDN$0.~~12 per share~~57.

~~Stock~~Share ~~options~~purchase warrants At November 30, 2014 and February 28, 2014 the following share purchase warrants were outstanding:

At August 31, 2014 and February 28, 2014 the following stock options were outstanding:

Number of	Exercise price		Expiry date
Warrants	CDN$	USD$
561,013	0.50		February 19, 2018
14,476,350		0.12	August 19, 2016

15,037,363 *

Number of	Exercise price
Options	CDN$	Expiry date
72,812	0.20	November 16, 2015
725,000	0.64	January 10, 2016
2,513,500	0.40	February 11, 2016
460,750	0.40	March 03, 2016
750,500	1.18	June 21, 2016
745,250	0.84	September 12, 2016
1,900,000	0.76	January 20, 2017
234,000	0.42	February 19, 2018
500,000	0.10	February 19, 2018
1,265,000	0.36	July 02, 2018
9,166,812

* There is a potential for additional 4,166,667 Warrants to be issued exercisable at $0.12 until May 29, 2018 upon the exercise of the convertible debenture described under convertible debenture V option (a) – Note 4.

~~F-15~~NOTE 8 – DERIVATIVE LIABILITY

Passport Potash Inc. (An Exploration Stage Company) Notes to the consolidated financial statements - unaudited (Expressed in United States dollars) For the six months ended August 31, 2014

		Nine months			Year ended
		ended
		November 30,			February 28,
		2014			2014
Balance, beginning	$	42,007		$	1,619,786
Fair value of warrants exercised		-			(2,813	)
Fair value change of warrants		(40,001	)		(1,574,966	)
Balance, ending	$	2,006		$	42,007

~~All~~The ~~options~~derivative ~~outstanding~~liability ~~are~~consists ~~exercisable.~~of ~~The~~the ~~weighted~~fair ~~average~~value of share ~~remaining~~ purchase ~~contractual~~warrants ~~life~~that were issued in unit private placements that have an exercise price in a currency (Canadian dollars) other than the functional currency of the ~~outstanding~~Company. ~~stock~~The ~~options~~derivative liability is ~~1.21~~a ~~years~~non-cash liability and the ~~weighted~~Company ~~average~~is ~~exercise~~not ~~price~~required isto ~~CDN$0.57.~~expend any cash to settle this liability.

~~NOTE 7 COMMON STOCK (Contd)~~ F-17

~~Share~~Passport ~~purchase~~Potash ~~warrants~~Inc. Notes to the consolidated financial statements - unaudited (Expressed in United States dollars) For the nine months ended November 30, 2014

AtNOTE ~~August~~8 ~~31,~~– ~~2014~~DERIVATIVE ~~and~~LIABILITY ~~February 28, 2014 the following share purchase warrants were outstanding:~~ (Cont’d)

Number of	Exercise price		Expiry date
Warrants	CDN$	USD$
561,013	0.50		February 19, 2018
14,476,350		0.12	August 19, 2016
15,037,363 *

Details of these warrants and their fair values are as follows:

November 30, 2014

February 28, 2014

Exercise

Price

Number

Issued

($CDN)

Outstanding

Fair Value

Outstanding

Fair Value

February 19, 2013

$0.50

556,249

2,006

556,250

42,007

~~NOTE~~The 8fair ~~DERIVATIVE~~value ~~LIABILITY~~of the share purchase warrants was calculated using the Black-Scholes Option Pricing Model using the following assumptions: Expected dividend yield – 0% (2014: 0%); Expected stock price volatility – 118% (2014: 119%) Risk-free interest rate – 1.25% (2014: 1.52%); Expected life of share purchase warrants – 3.22 years (2014: 0.87 -3.97 years).

		Three months			Year ended
		ended			February 28,
		August 31, 2014			2014
Balance, beginning	$	42,007		$	1,619,786
Fair value of warrants exercised		-			(2,813	)
Fair value change of warrants		(37,276	)		(1,574,966	)
Balance, ending	$	4,731		$	42,007

NOTE 9 – NON CASH TRANSACTIONS

The ~~derivative~~Company ~~liability~~incurred ~~consists of~~ the ~~fair~~following ~~value~~non-cash oftransactions ~~share~~that ~~purchase~~ are ~~warrants~~not ~~that~~reflected ~~were issued~~ in ~~unit private placements that have an exercise price in a currency (Canadian dollars) other than~~ the ~~functional currency~~statements of ~~the Company. The derivative liability is a non-~~cash ~~liability~~flows: ~~and the Company is not required to expend any cash to settle this liability.~~

Details of these warrants and their fair values are as follows:

		Year ended
		November 30,		February 28,
		2014		2014
Fair value of shares issued for debt	$	-	$	1,367,499
Shares issued for convertible debentures exercised		460,748		5,000
	$	460,748	$	1,372,499

			August 31, 2014			February 28, 2014
		Exercise
		Price	Number			Number
		($CDN)	Outstanding		Fair Value	Outstanding		Fair Value
February 19, 2013	$	0.50	556,249	$	4,731	556,250	$	42,007

NOTE 10 – SUBSEQUENT EVENTS

The ~~fair~~Company ~~value~~has ofevaluated ~~the~~all ~~share~~events ~~purchase~~that ~~warrants~~occurred ~~was~~after ~~calculated~~the ~~using~~ balance ~~the~~sheet ~~Black-Scholes~~date ~~Option~~through ~~Pricing~~the ~~Model~~date ~~using~~when the ~~following~~financial ~~assumptions: Expected~~statements ~~dividend~~were ~~yield~~issued ~~0 (2014:0%); Expected stock price volatility 104%~~to ~~(2014:119%)~~ determine ~~Risk-free~~if ~~interest~~they ~~rate~~must ~~1.28%~~be ~~(2014:1~~reported.~~52%);~~ ~~Expected~~The ~~life~~Management of ~~share~~the Company determined ~~purchase~~ that ~~warrants~~there ~~3.47~~were ~~years~~no ~~(2014:0.87~~reportable ~~-3.97~~subsequent ~~years)~~events.

F-16 18

~~Passport~~Item ~~Potash Inc~~2. ~~(An~~Management’s ~~Exploration~~Discussion ~~Stage~~and ~~Company)~~Analysis ~~Notes~~of toFinancial ~~the~~Conditions ~~consolidated~~and ~~financial~~Results ~~statements~~of ~~- unaudited (Expressed in United States dollars) For the six months ended August 31, 2014~~Operations

~~NOTE~~The 9following ~~NON~~discussion ~~CASH~~of ~~TRANSACTIONS~~our financial condition, changes in financial condition and results of operations for the three and nine months ended November 30, 2014 and 2013 should be read in conjunction with our unaudited interim consolidated financial statements and related notes for the three and nine months ended November 30, 2014 and 2013. The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under the section entitled “Risk Factors” in our annual report on Form 10-K for the fiscal year ended February 28, 2014 filed with the SEC on June 13, 2014.

~~The~~Certain ~~Company~~information ~~incurred~~and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the ~~following~~United ~~non-cash~~States ~~transactions~~of America have been condensed or omitted. It is suggested that these financial statements be read in conjunction ~~are~~with ~~not~~the ~~reflected~~financial statements and notes thereto included in the Company’s February 28, 2014 audited financial statements, which were attached to our annual report on Form 10-K for the fiscal year ended February 28, 2014 filed with the SEC on June 13, 2014. The results of ~~cash~~operations ~~flows:~~for the periods ended November 30, 2014 and the same period last year are not necessarily indicative of the operating results for the full years.

		Year ended
		August 31,		February 28,
		2014		2014
Fair value of shares issued for debt	$	-	$	1,367,499
Shares issued for convertible debentures exercised		460,748		5,000
	$	460,748	$	1,372,499

Overview of our Business

~~NOTE~~We were incorporated on August 11, 1987 under the laws of Québec, Canada under the name “Bakertalc Inc.” On January 21, 1994, we changed our name to “Palace Explorations Inc.” On November 11, 1996, we changed our name to “X-Chequer Resources Inc.” On September 29, 2004 we changed our name to “International X-Chequer Resources Inc.” On October 18, 2007, we changed our name to “Passport Metals Inc.” On November 10, ~~SUBSEQUENT~~2009 ~~EVENTS~~we changed our name to “Passport Potash Inc.” Effective April 26, 2011, we continued our governing corporate jurisdiction from the Province of Québec to the Province of British Columbia under the name “Passport Potash Inc.”

~~The~~Effective ~~Company~~September ~~has~~29, ~~evaluated~~2004, ~~all~~we ~~events~~effected ~~that~~a ~~occurred~~share ~~after the~~consolidation ~~balance~~(reverse ~~sheet~~stock ~~date~~split) ~~through~~of ~~the~~our ~~date when the financial statements were~~ issued ~~to determine~~and ifoutstanding ~~they~~shares ~~must~~of becommon ~~reported.~~stock ~~The~~on ~~Management~~a basis of ~~the~~twelve ~~Company~~(12) ~~determined that~~old ~~there~~shares ~~were~~for noone ~~reportable~~(1) ~~subsequent~~new ~~events~~share.

~~F-17~~Effective October 18, 2007, we effected a forward stock split of our issued and outstanding shares of common stock on a basis of one (1) old share for three (3) new shares.

~~Item~~Effective 2.March ~~Management’s~~13, ~~Discussion~~2014, ~~and~~we ~~Analysis~~effected a share consolidation (reverse stock split) of ~~Financial~~our ~~Conditions~~issued and ~~Results~~outstanding shares of ~~Operations~~common stock on a basis of two (2) old shares for one (1) new share.

~~The~~We ~~following~~are ~~discussion~~a ofreporting ~~our~~issuer ~~financial condition, changes~~ in ~~financial~~ ~~condition~~the ~~and~~Canadian ~~results~~Provinces of ~~operations for the three and six months ended~~British ~~August~~Columbia, 31Alberta, ~~2014~~Ontario and ~~2013~~Québec ~~should~~and ~~be read in conjunction with~~ our ~~unaudited interim~~common ~~consolidated~~shares ~~financial~~are ~~statements~~listed ~~and related notes~~ for ~~the three and~~ ~~six~~trading ~~months~~on ~~ended~~the ~~August~~TSX ~~31,~~Venture ~~2014~~Exchange and 2013. The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under (the ~~section entitled~~ “~~Risk Factors~~TSX-V”) inunder ~~our annual report on Form 10-K for~~ the ~~fiscal year ended February 28, 2014 filed~~trading ~~with~~symbol ~~the SEC on June 13, 2014~~“PPI”.

~~Certain~~Our ~~information~~head and ~~footnote~~principal ~~disclosures~~office ~~normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It~~ is ~~suggested~~located ~~that~~at ~~these~~608 ~~financial~~- ~~statements~~1199 ~~be read in conjunction~~West ~~with~~Pender ~~the financial statements and notes thereto included in the Company’s February 28~~Street, ~~2014 audited financial statements~~Vancouver, ~~which~~British ~~were attached to our annual report on Form 10-K for the fiscal year ended February 28~~Columbia, ~~2014 filed with the SEC on June 13~~Canada, ~~2014.~~V6E ~~The results of operations for the periods ended August 31, 2014 and the same period last year are not necessarily indicative of the operating results for the full years~~2R1.

~~Overview~~We are an exploration stage company engaged in the acquisition, exploration and development of mineral resource properties. We currently have an interest in or have the right to earn an interest in seven properties: Southwest Exploration Property, Twin Butte Ranch, Sweetwater/American Potash, Mesa Uranium, Joint Exploration Agreement with the Hopi Tribe, Fitzgerald Ranch and Joint Exploration Agreement with HNZ Potash, which are all located in Arizona. We are currently in default under the option agreement to acquire the Twin Buttes Ranch and in arrears under the purchase agreement to acquire the Fitzgerald Ranch, however, we are in continuing negotiations to either amend these agreements or enter into new agreements. We have not established any proven or probable reserves on our ~~Business~~mineral property interests and we are not in actual development or production of any mineral deposit at this time. We are an exploration stage enterprise, as defined in FASB ASC 915 “Development Stage Entities.”

WeOur ~~were~~independent ~~incorporated~~auditors’ onreport ~~August~~accompanying ~~11, 1987 under the laws of Qubec, Canada under the name “Bakertalc Inc.” On January 21, 1994, we changed~~ our ~~name~~February ~~to “Palace Explorations Inc.” On November 11~~28, ~~1996, we changed~~ ~~our~~2014 ~~name~~and toFebruary ~~“X-Chequer Resources Inc.” On September 29~~28, ~~2004~~2013 wefinancial ~~changed~~statements ~~our~~contains ~~name to~~an ~~“International X-Chequer Resources Inc.” On October 18, 2007, we changed our~~explanatory ~~name~~paragraph toexpressing ~~“Passport~~substantial ~~Metals~~doubt ~~Inc.”~~about ~~On November 10, 2009 we changed~~ our ~~name~~ability to ~~“Passport~~ ~~Potash~~continue ~~Inc.”~~as ~~Effective~~a ~~April 26, 2011, we continued our governing~~going ~~corporate jurisdiction from the Province of Qubec to the Province of British Columbia under the name “Passport Potash Inc~~concern.”

~~Effective September 29, 2004, we effected a share consolidation (reverse stock split) of our issued and outstanding shares of common stock on a basis of twelve (12) old shares for one (1) new share.~~ 6

~~Effective~~Our ~~October~~financial ~~18,~~statements ~~2007,~~have webeen ~~effected~~prepared aassuming ~~forward~~that ~~stock split~~we ofwill ~~our~~continue ~~issued~~as ~~and~~a ~~outstanding~~going ~~shares~~concern, ofwhich ~~common~~contemplates ~~stock~~that onwe awill ~~basis~~realize ofour assets ~~one~~and ~~(1)~~satisfy ~~old share~~our ~~for~~liabilities ~~three~~and ~~(3)~~commitments ~~new~~in ~~shares~~the ordinary course of business.

~~Effective~~Subsidiaries ~~March 13, 2014, we effected a share consolidation (reverse stock split) of our issued and outstanding shares of common stock on a basis of two (2) old shares for one (1) new share.~~

WeThe ~~are~~chart abelow ~~reporting~~illustrates ~~issuer~~our incorporate ~~the~~structure, ~~Canadian Provinces of British~~including ~~Columbia,~~our ~~Alberta~~subsidiaries, ~~Ontario~~which ~~and Qubec and our common shares~~ are ~~listed~~all ~~for trading~~wholly onowned, ~~the~~and ~~TSX Venture Exchange (~~the ~~“TSX-V”)~~jurisdictions ~~under the trading symbol~~of ~~“PPI”~~incorporation.

~~Our~~Mineral ~~head~~Properties/Agreements ~~and principal office is located at 608 - 1199 West Pender Street, Vancouver, British Columbia, Canada, V6E 2R1.~~

We are an exploration stage company engaged in the acquisition, exploration and development of mineral resource properties. We currently have an interest in or have the right to earn an interest in eight properties: Southwest Exploration Property, Twin Butte Ranch, Sweetwater/American Potash, Mesa Uranium, Ringbolt Property, Joint Exploration Agreement with the Hopi Tribe, Fitzgerald Ranch and Joint Exploration Agreement with HNZ Potash, which are all located in Arizona. We are currently in default under the option agreement to acquire the Twin Buttes Ranch and in arrears under the purchase agreement to acquire the Fitzgerald Ranch, however, we are in continuing negotiations to amend these agreements. We have not established any proven or probable reserves on our mineral property interests and we are not in actual development or production of any mineral deposit at this time. We are an exploration stage enterprise, as defined in FASB ASC 915 “Development Stage Entities”.

~~Our~~On ~~independent~~September ~~auditor’s~~30, ~~report~~2008 ~~accompanying~~we ~~our~~entered ~~February~~into 28a mineral property option agreement (the “Southwest Option Agreement”) with Southwest Exploration Inc. (“Southwest”) to acquire an undivided 100% interest in 13 Arizona State Land Department exploration permits (“ASLD Exploration Permits”) comprising 8,413.3 acres (3,404.76 ha) of mineral exploration property located ~~2014~~in ~~and~~Navajo ~~February~~County, 28in the Holbrook Basin, ~~2013~~Arizona. ~~financial~~Under ~~statements~~the ~~contains~~terms anof ~~explanatory~~the ~~paragraph~~Southwest ~~expressing~~Option ~~substantial~~Agreement, ~~doubt~~any ~~about~~after ~~our~~acquired ~~ability~~permits within the area of common interest may be made part of the property. Pursuant to ~~continue~~this asclause, 32 additional ASLD Exploration Permits were made part of the property for a ~~going~~total ~~concern~~of 45 ASLD Exploration Permits.

7Under the terms of the Southwest Option Agreement, as amended, we could acquire a 100% interest in the Southwest mining claims, subject to a 1% NSR retained by Southwest, in exchange for the following considerations:

~~Our~~(a) ~~financial~~$100,000 ~~statements~~on ~~have~~execution ~~been~~of ~~prepared~~the ~~assuming~~agreement ~~that~~(paid); ~~we will~~(b) ~~continue~~1,000,000 asoptions a(issued) ~~going~~upon ~~concern,~~receipt ~~which~~of ~~contemplates~~TSX-V ~~that~~approval weof ~~will~~the ~~realize~~agreement; ~~our assets~~(c) ~~and~~$125,000 ~~satisfy~~from ~~our~~90 ~~liabilities~~days ~~and~~following ~~commitments~~issuance inof a drilling permit from the ~~ordinary~~Arizona ~~course~~State ~~of business~~Land Department. This permit was received on June 11, 2009 and $125,000 was paid July 23, 2009; (d) 250,000 shares on April 1, 2009 (issued); (e) 2,681,000 shares on October 1, 2009 (issued);

~~Subsidiaries~~ 7

~~The~~(f) ~~chart~~5,000,000 ~~below~~shares ~~illustrates~~on ~~our~~November ~~corporate~~1, ~~structure~~2010 (issued); (g) $350,000 ~~including our~~from ~~subsidiaries~~six months following TSX-V approval of the issuance of 5,000,000 ~~which~~shares ~~are~~(paid); ~~all~~(h) ~~wholly~~Funding ~~owned~~of $200,000 ~~and~~in exploration expenditures pursuant to the ~~jurisdictions~~completion of ~~incorporation.~~ a NI 43-101 technical report (completed); (i) 250,000 shares upon completion of a NI 43-101 technical report after drilling (issued); and (j) Southwest shall retain a 1% NSR (purchased by the Company).

~~Mineral~~Currently, ~~Properties/Agreements~~we have a blanket bond with the Arizona State Land Department in the amount of $15,000 for the ASLD Exploration Permits. In addition, we also have a bond with the Arizona Oil and Gas Conservation Commission in the amount of $55,000 for drilling permits.

We entered into an amendment to the Southwest ~~Exploration~~Option ~~Property~~Agreement, dated September 18, 2009, whereby the parties agreed to settle the October 1, 2009 scheduled cash payment of $225,000 with the issuance of 2,681,000 shares of the Company.

OnWe ~~September 30, 2008 we~~ entered into a ~~mineral~~second ~~property~~amendment ~~option agreement~~to (the “Southwest Option Agreement׆), ~~with~~dated ~~Southwest~~April ~~Exploration Inc.~~1, ~~(“Southwest”)~~2010, towhereby ~~acquire~~the anparties ~~undivided~~agreed ~~100%~~to ~~interest~~extend inthe ~~13 Arizona~~due ~~State~~date ~~Land~~for ~~Department~~the ~~exploration~~payment ~~permits~~of ~~(“ASLD Exploration Permits”) comprising 8~~$250,~~413.3~~000 ~~acres~~to ~~(3,404.76~~Southwest ~~ha)~~until ofOctober ~~mineral exploration property located in Navajo County~~1, ~~in the Holbrook Basin, Arizona~~2010. ~~Under~~As ~~the~~we ~~terms of the~~had ~~Southwest~~not ~~Option~~satisfied ~~Agreement,~~this ~~any~~payment ~~after~~obligation ~~acquired~~by ~~permits~~October ~~within~~1, ~~the~~2010, ~~area~~we ofissued ~~common~~5,000,000 ~~interest~~shares ~~may be made part~~ of ~~the~~our ~~property.~~common ~~Pursuant~~stock to ~~this~~Southwest ~~clause,~~on ~~32 additional~~November ~~ASLD~~8, ~~Exploration~~2010 ~~Permits~~in ~~were~~full ~~made part~~ satisfaction of the ~~property~~outstanding ~~for a total of 45 ASLD Exploration Permits~~payment.

~~Under~~We completed the ~~terms~~exercise of ~~the~~our ~~Southwest~~option ~~Option~~to ~~Agreement,~~purchase asthe ~~amended, we could acquire a~~ 100% interest in the Southwest ~~mining~~ claims, ~~subject~~and tothe apurchase of the 1% net smelter royalty ~~NSR~~in ~~retained~~an byagreement ~~Southwest~~dated February 13, in2012. ~~exchange~~The ~~for~~Southwest ~~the~~permits ~~following~~are ~~considerations:~~held by PPI Holding Corporation, our wholly owned subsidiary.

~~(a)~~Twin ~~$100,000~~Buttes onRanch ~~execution~~Property of the agreement (paid); (b) 1,000,000 options (issued) upon receipt of TSX-V approval of the agreement; (c) $125,000 from 90 days following issuance of a drilling permit from the Arizona State Land Department. This permit was received on June 11, 2009 and $125,000 was paid July 23, 2009; (d) 250,000 shares on April 1, 2009 (issued); (e) 2,681,000 shares on October 1, 2009 (issued);

On August 28, 2009, as amended, we entered into a four-year lease with an option to purchase (the “Lease & Option Agreement”) with Twin Buttes Ranch, LLC respecting the Twin Buttes Ranch located in the potash-bearing Holbrook Basin of east-central Arizona. The Twin Buttes Ranch comprises some 28,526 acres (11,544 hectares) of private deeded land with 76.7% or approximately 21,894 acres (8,860 hectares) overlying the potash horizons within the Holbrook Basin.

~~(f)~~Under ~~5,000,000~~the ~~shares~~terms onof ~~November~~the 1Lease & Option Agreement, ~~2010~~we ~~(issued);~~may acquire ~~(g)~~a ~~$350,000~~100% ~~from~~undivided ~~six~~interest ~~months~~in ~~following~~the ~~TSX~~deeded land and sub-Vsurface ~~approval~~mineral rights ofcomprising the ~~issuance~~Twin ofButtes ~~5,000,000~~Ranch ~~shares~~property ~~(paid);~~by ~~(h)~~making ~~Funding~~lease ofpayments totaling $~~200~~1,250,000 inover ~~exploration~~five ~~expenditures~~and ~~pursuant~~a tohalf ~~the~~years ~~completion~~and, ofupon aexercising NIour ~~43-101~~option to ~~technical~~purchase, ~~report~~by ~~(completed);~~paying ~~(i) 250~~$20,000,000 ~~shares~~for ~~upon~~the ~~completion~~entire ofTwin aButtes NIRanch 43including all sub-~~101~~surface ~~technical~~mineral ~~report~~rights ~~after~~except ~~drilling~~those ~~(issued);~~pertaining to oil and ~~(j)~~gas, ~~Southwest~~petrified wood ~~shall~~and ~~retain~~geothermal aresources. 1%There ~~NSR~~are ~~(purchased~~no byroyalties associated with the sub-surface ~~Company)~~mineral rights.

~~Currently~~On December 4, 2009, we ~~have~~entered into an amendment to the Lease & Option Agreement whereby we signed a ~~blanket~~mining ~~bond~~lease with Twin Buttes Ranch, LLC on the ~~Arizona~~Twin ~~State~~Buttes ~~Land~~Ranch with a term from December 4, 2009 through August ~~Department~~28, 2013 subject to early termination as provided in the ~~amount~~Lease of& ~~$15,000~~Option Agreement. ~~for~~Under the ~~ASLD~~mining ~~Exploration~~lease, ~~Permits.~~we Inare entitled to explore, develop, mine, ~~addition~~remove, wetreat ~~also~~and ~~have~~produce aall ~~bond~~ores, ~~with~~minerals and metals on Twin Buttes Ranch solely for the ~~Arizona~~purpose ~~Oil~~of determining the existence of potash and ~~Gas~~the ~~Conservation~~economic ~~Commission~~feasibility inof the ~~amount~~purchase and development of ~~$55~~the property. In consideration,~~000~~ we ~~for~~shall ~~drilling~~remain ~~permits~~current in our option payments under the Lease & Option Agreement and keep all terms of the Lease & Option Agreement in good standing.

WeOn ~~entered~~September ~~into~~7, an2010, ~~amendment~~we toamended the ~~Southwest~~terms of the Lease & Option Agreement~~, dated~~ ~~September~~to ~~18,~~provide ~~2009,~~for ~~whereby~~an ~~the~~extension ~~parties~~of ~~agreed~~a toportion ~~settle~~of the ~~October~~initial ~~1, 2009 scheduled~~ cash payment ofuntil ~~$225,000~~December ~~with the issuance of 2~~1,~~681,000~~ ~~shares of the Company~~2010.

WeOn ~~entered~~August ~~into~~20, a2013, ~~second~~we ~~amendment~~further toamended the ~~Southwest~~Lease & Option Agreement, ~~dated April 1, 2010, whereby the parties agreed~~ to extend the ~~due date~~term ~~for~~of the ~~payment~~option ofagreement ~~$250,000~~from toAugust ~~Southwest until October 1~~28, ~~2010.~~2013 ~~As we had~~to ~~not~~January ~~satisfied this payment obligation by October 1~~6, ~~2010,~~2016 weand ~~issued~~provide ~~5,000,000 shares~~for ofthe ~~our~~payments ~~common stock to Southwest on November 8, 2010 in full satisfaction~~ of: ~~the outstanding payment.~~

We completed the exercise of our option to purchase the 100% interest in the Southwest claims and the purchase of the 1% net smelter royalty in an agreement dated February 13, 2012. The Southwest permits are held by PPI Holding Corporation, our wholly owned subsidiary. 8

~~Twin~~(a) ~~Buttes~~$250,000 ~~Ranch~~on ~~Property~~the earlier of (i) within 30 days of closing our next round of financing which is a minimum $5 million, or (ii) December 1, 2013 (this payment obligation survives any early termination of the Lease & Option Agreement by us or a termination resulting from an uncured breach by us), (b) $250,000 on August 28, 2014; and (c) $250,000 on May 1, 2015.

OnConcurrently ~~August~~with ~~28,~~the ~~2009,~~amendment asto ~~amended~~the Lease & Option Agreement, we ~~entered~~also ~~into~~amended athe ~~four-year~~ mining lease ~~with~~to anprovide ~~option~~that tothe ~~purchase~~term ~~(the~~of ~~“Lease Option~~the ~~Agreement”)~~lease ~~with~~will ~~Twin~~end ~~Buttes~~on ~~Ranch,~~the ~~LLC~~expiration ~~respecting~~or ~~the~~earlier ~~Twin~~termination ~~Buttes~~of ~~Ranch~~the Lease & ~~located~~Option Agreement, except in the ~~potash-bearing~~event ~~Holbrook~~that ~~Basin~~we ofexercise ~~east-central~~our ~~Arizona.~~option ~~The~~pursuant ~~Twin~~to ~~Buttes~~the ~~Ranch~~Lease ~~comprises~~& ~~some~~Option ~~28,526~~Agreement ~~acres~~in ~~(11,544~~which ~~hectares)~~event ofthe ~~private~~term ~~deeded land~~shall ~~with~~end ~~76.7%~~on orthe closing ~~approximately~~date ~~21,894~~of ~~acres~~the ~~(8,860~~Lease ~~hectares)~~& ~~overlying~~Option ~~the potash~~Agreement, ~~horizons~~and ~~within~~any ~~the~~subsequent ~~Holbrook Basin~~amendments thereto.

~~Under~~Details of the ~~terms~~payments ofunder the Lease & Option Agreement, ~~we may~~ ~~acquire~~as ~~a 100% undivided interest in the deeded land and sub-surface mineral rights comprising the Twin Buttes Ranch property by making lease payments totaling $1~~amended,~~250,000~~ over five and a half years and, upon exercising our option to purchase, by paying $20,000,000 for the entire Twin Buttes Ranch including all sub-surface mineral rights except those pertaining to oil and gas, petrified wood and geothermal resources. There are noas ~~royalties~~follows: ~~associated with the sub-surface mineral rights.~~

On(a) ~~December~~A 4,payment ~~2009~~of $50,000 weand ~~entered~~$10,000 ~~into~~legal ancosts ~~amendment~~on toor ~~the~~before ~~Lease &~~November ~~Option~~26, ~~Agreement~~2009 ~~whereby~~(paid); we(b) ~~signed~~A apayment ~~mining~~of ~~lease with Twin Buttes Ranch~~$25, ~~LLC~~000 on ~~the~~September ~~Twin~~17, ~~Buttes~~2010 ~~Ranch~~(paid); ~~with~~(c) aA ~~term~~payment ~~from~~of ~~December 4~~$75,000 ~~2009~~on ~~through~~December ~~August 28~~1, ~~2013~~2010 ~~subject~~(paid); to(d) ~~early~~A ~~termination~~payment asof ~~provided~~$150,000 inon ~~the~~August ~~Lease~~28, &2011 ~~Option Agreement.~~(paid); ~~Under~~(e) ~~the~~A ~~mining~~payment ~~lease~~of $200,000 weon ~~are~~August ~~entitled to explore~~28, ~~develop,~~2012 ~~mine, remove,~~(paid); ~~treat~~(f) ~~and~~A ~~produce~~payment ~~all~~of ~~ores~~$250,000 ~~minerals and metals~~ on ~~Twin Buttes Ranch solely for~~ the ~~purpose~~earlier of ~~determining~~(a) ~~the~~within ~~existence~~30 days of ~~potash~~closing ~~and~~our ~~the~~next ~~economic feasibility~~round of ~~the~~financing ~~purchase~~which ~~and~~is ~~development~~a ofminimum ~~the~~$5 ~~property.~~million, Inor ~~consideration~~(b) December 1, we ~~shall~~2013 ~~remain~~(not ~~current~~paid); in(g) ~~our~~A ~~option~~payment ~~payments~~of ~~under~~$250,000 ~~the~~on ~~Lease~~August &28, ~~Option Agreement~~2014 (not paid); and ~~keep~~(h) ~~all~~A ~~terms~~payment of ~~the~~$250,000 ~~Lease~~on &May ~~Option~~1, ~~Agreement in good standing~~2015.

The Company has not made the required $250,000 payments that were due on December 1, 2013 and August 28, 2014; therefore, there are past-due payment obligations. On ~~September~~April 717, ~~2010~~2014, we ~~amended~~were ~~the~~served ~~terms~~a notice of breach that we did not remedy within 30 days. Therefore, Twin Buttes Ranch, LLC may now terminate the option at its discretion, which would also terminate the Lease, however, &we have not received notice of termination from Twin Buttes Ranch, LLC. ~~Option~~We ~~Agreement~~are continuing negotiations to ~~provide~~either ~~for~~amend anthe ~~extension~~Option ofAgreement or enter into a ~~portion~~new ofoption agreement, however, the ~~initial~~risk ~~cash~~remains that we may not be ~~payment~~successful ~~until~~in ~~December~~completing 1,either ~~2010~~an amendment to the Option Agreement or entering into a new option agreement.

OnThe ~~August~~Option ~~20,~~Agreement ~~2013,~~currently weprovides ~~further~~that ~~amended~~upon exercise to purchase the ~~Lease~~entire &Twin ~~Option Agreement~~Butte toRanch, ~~extend~~we ~~the~~must ~~term~~deliver ofa ~~the~~certified ~~option~~cheque ~~agreement~~in ~~from~~the amount ~~August~~of 28$1,000 ~~2013~~on to or before 5pm (Arizona time), January 6, 2016 ~~and~~(the ~~provide~~option expiry ~~for~~date), ~~the~~followed ~~payments~~by a payment of: $19,999,000 within thirty days.

9Sweetwater/American Potash Property

~~(a)~~On ~~$250~~November 12,~~000~~ on2010 ~~the~~we ~~earlier~~entered ofinto ~~(i)~~an ~~within~~option ~~30 days~~ of ~~closing~~Arizona exploration ~~our~~leases ~~next~~(the ~~round~~“Sweetwater ofOption ~~financing~~Agreement”) ~~which~~with isSweetwater River ~~a minimum $5 million~~Resources, orLLC (ii“Sweetwater”) ~~December~~and 1American Potash, ~~2013~~ LLC (~~this~~“American ~~payment~~Potash”) ~~obligation~~to ~~survives~~acquire ~~any early termination of~~ the ~~Lease~~right, &title ~~Option~~and ~~Agreement~~interest byin usfive mineral orexploration apermits ~~termination~~within ~~resulting~~the ~~from~~Holbrook anBasin. ~~uncured~~The ~~breach~~five bypermits ~~us),~~consist of ~~(b)~~Arizona ~~$250,000~~State onLand ~~August~~Department ~~28,~~exploration ~~2014;~~permits ~~and~~that ~~(c)~~cover ~~$250,000~~more onthan ~~May 1~~3, ~~2015~~200 acres.

~~Concurrently~~Pursuant ~~with~~to the ~~amendment~~terms toof the ~~Lease~~Sweetwater & Option Agreement, we could ~~also~~acquire ~~amended~~a ~~the~~100% ~~mining~~interest ~~lease~~in tothe ~~provide~~exploration ~~that~~permits for the ~~term~~consideration of: (i) issuing 500,000 shares of ~~the~~our common stock by December 15, 2010; (ii) ~~lease~~cash ~~will~~payment ~~end~~of onCAD$90,000 ~~the~~payable ~~expiration~~in orthree ~~earlier~~installments ~~termination~~of $30,000 each at 12 months, 18 months and 24 months from the date of signing the ~~Lease~~Sweetwater & Option Agreement,; ~~except~~and (iii) inmeeting the ~~event~~exploration ~~that~~expenditures wea ~~exercise~~required ~~our~~by ~~option~~the ~~pursuant~~Arizona toState Land Department. We are responsible for payment of all exploration expenditures on the ~~Lease~~permits. &Pursuant to the Sweetwater Option Agreement, the property was subject to a 2% net smelter royalty in ~~which~~favor ~~event~~of ~~the~~American ~~term~~Potash ~~shall~~which ~~end~~we onhad the ~~closing~~option ~~date~~to purchase at a price of ~~the~~$150,000 ~~Lease~~for &1% ~~Option~~or ~~Agreement~~$300,000 ~~and~~for ~~any~~the ~~subsequent~~full ~~amendments thereto~~2%.

~~Details of the payments under the Lease & Option Agreement, as amended, are as follows:~~ 9

~~(a)~~On AMarch ~~payment of $50~~27,~~000~~ ~~and $10~~2012,~~000~~ ~~legal~~we ~~costs~~completed onthe orexercise ~~before November 26, 2009 (paid); (b) A payment~~ of ~~$25,000~~the onoption under ~~September~~the ~~17,~~Sweetwater ~~2010~~Option ~~(paid);~~Agreement ~~(c)~~and Athe ~~payment~~repurchase of ~~$75,000~~the on2% ~~December~~NSR 1,royalty in ~~2010~~respect ~~(paid); (d) A payment~~ of ~~$150,000~~the onSweetwater ~~August~~exploration ~~28,~~permits. ~~2011~~The ~~(paid);~~permits ~~(e)~~are Aheld ~~payment~~by ofPPI Holding ~~$200~~Corporation,~~000~~ ~~on August 28, 2012 (paid); (f) A payment of $250,000 on the earlier of (a) within 30 days of closing~~ our ~~next~~wholly ~~round~~owned ~~of financing which is a minimum $5 million, or (b) December 1, 2013 (not paid); (g) A payment of $250,000 on August 28, 2014 (not paid); and (h) A payment of $250,000 on May 1, 2015~~subsidiary.

WeMesa ~~have~~Uranium ~~not~~Property made the required $250,000 payments that were due on December 1, 2013 and August 28, 2014; therefore, the agreement is in default and we are in negotiations to further amend the Option Agreement as last amended on August 20, 2013. A default notice was issued on April 17, 2014 and Twin Buttes Ranch, LLC has the right to terminate the agreement, which would also terminate the Lease, however, we are continuing negotiations, but the risk remains that we may not be successful in completing an amendment to the Option Agreement.

~~The~~On August 31, 2010 we entered into a mineral property option agreement (the “Mesa Option Agreement”) ~~currently~~with ~~provides~~Mesa ~~that~~Uranium ~~upon~~Corp. (“Mesa”) ~~exercise~~in torespect of three Arizona State Land Department exploration ~~purchase~~permits covering approximately 1,950 acres, which are wholly owned by Mesa. Pursuant to the ~~entire~~terms ~~Twin~~of ~~Butte~~the ~~Ranch~~agreement, we ~~must~~had ~~deliver~~the right to acquire a ~~payment~~75% interest in the ~~amount~~Mesa permits in consideration for the issuance of 500,000 shares of our common stock to Mesa, the payment of $120,000.00 oncash orto ~~before~~Mesa ~~5pm~~and (meeting the minimum exploration expenditures as required by the Arizona ~~time),~~State ~~January~~Land Department. 6Upon earning a 75% interest in the permits, ~~2016~~we (had the ~~option~~right ~~expiry~~to ~~date),~~acquire ~~followed~~the remaining 25% interest in the Mesa permits by apaying $100,000 in cash, stock equivalent or work expenditures. Under the terms of the agreement, we are responsible for payment of all exploration expenditures on the leases. The property was subject to a 2% net smelter royalty which we had the option to purchase at a price of $19150,~~999~~000 per 1% or $300,000 ~~within~~for ~~thirty~~the ~~days~~full 2%.

~~Sweetwater/American~~On ~~Potash~~February ~~Property~~13, 2012, we exercised our option to acquire a 75% interest in the Mesa permits. On March 9, 2012, we announced that we had exercised our option to acquire the remaining 25% interest in the Mesa properties under the Mesa Option Agreement and to acquire the 2% NSR on those properties thereby acquiring a royalty-free, 100% interest in the Mesa properties. The permits are held by PPI Holding Corporation, our wholly owned subsidiary.

OnRingbolt ~~November~~Property 12, 2010 we entered into an option of Arizona exploration leases (the “Sweetwater Option Agreement”) with Sweetwater River Resources, LLC (“Sweetwater”) and American Potash, LLC (“American Potash”) to acquire the right, title and interest in five mineral exploration permits within the Holbrook Basin. The five permits consist of Arizona State Land Department exploration permits that cover more than 3,200 acres.

~~Pursuant~~On toMarch ~~the terms of the Sweetwater Option Agreement~~28, 2011 we ~~could~~ ~~acquire~~entered ainto ~~100%~~an ~~interest~~option inagreement (the ~~exploration permits for the consideration~~ ~~of:~~“Ringbolt (iOption Agreement”) ~~issuing~~with ~~500,000~~Ringbolt ~~shares~~Ventures ~~of our common stock by December 15~~Ltd., ~~2010;~~Potash ~~(ii)~~Green, ~~cash~~LLC, ~~payment~~Wendy ofWalker ~~CAD$90,000~~Tibbetts ~~payable~~and inJoseph ~~three~~J. ~~installments~~Hansen ~~of $30~~(collectively,~~000~~ ~~each at 12~~the ~~months,~~“Optionor”) 18pursuant ~~months~~to ~~and~~which 24we ~~months~~acquired ~~from~~ the ~~date~~right ofto ~~signing~~acquire ~~the~~a ~~Sweetwater Option~~100% ~~Agreement;~~interest ~~and~~in ~~(iii) meeting~~ the ~~exploration~~Ringbolt ~~expenditures~~potash aproperty ~~required~~located byin the ~~Arizona~~ ~~State~~Holbrook ~~Land~~Basin ~~Department. We are responsible for payment~~ of ~~all exploration~~ ~~expenditures~~southeast ~~on the permits~~Arizona. ~~Pursuant~~The toRingbolt ~~the Sweetwater Option Agreement, the~~ property ~~was~~is ~~subject~~comprised toof a15,994.32 2%acres ~~net smelter royalty in favor~~ of ~~American Potash~~ ~~which~~mineral weexploration ~~had~~permits ~~the~~on ~~option~~land tomanaged ~~purchase~~by atthe aArizona ~~price~~State ~~of $150,000 for 1% or $300,000~~Land ~~for the full 2%~~Department.

Pursuant to the terms of the Ringbolt Option Agreement, we may acquire a 90% interest in the property by: (i) making cash payments totaling $1.0 million ($50,000 upon execution of the agreement, $250,000 upon TSX Venture Exchange approval, $350,000 on or before the 1st anniversary of TSX Venture Exchange approval, and $350,000 on or before the 2nd anniversary of TSX Venture Exchange approval), (ii) incurring a total of $2.25 million in exploration expenditures on the property over three years ($500,000 within 1 year of TSX Venture Exchange approval, $750,000 within 1 year of the 1st anniversary of TSX Venture Exchange approval, and $1,000,000 within 1 year of the 2nd anniversary of TSX Venture Exchange approval), and (iii) issuing four million common shares over a three-year period (1,000,000 shares upon TSX Venture Exchange approval, 1,400,000 shares on or before the 1st anniversary of TSX Venture Exchange approval, and 1,600,000 shares on or before the 2nd anniversary of TSX Venture Exchange approval). Upon satisfaction of these terms, we will have the right to purchase the remaining 10% interest for a cash payment of $5 million, which shall remain exercisable until the Ringbolt property goes into commercial production (defined as the sale of any mineral products from the property). In addition, pursuant to the Ringbolt Option Agreement, the Ringbolt property will be subject to a 1% gross overriding royalty on production from the property.

On ~~March~~October 2730, 2012, as part of a settlement agreement between us and the Optionor, we ~~completed~~entered into an amendment agreement to the ~~exercise~~Ringbolt Option ofAgreement pursuant to which we will pay to the ~~option~~Optionor a total of ~~under~~$3,850,000, $150,000 of which was paid upon execution of the ~~Sweetwater~~amendment agreement, ~~Option~~$2,450,000 ~~Agreement~~will be paid upon TSX Ventures Exchange approval of the amendment agreement, and the ~~repurchase~~remaining $1,250,000 on or before October 31, 2014. In addition, upon TSX Venture Exchange approval of the 2%amendment ~~NSR~~agreement, ~~royalty~~we inwill ~~respect~~issue 750,000 shares of common stock to the ~~Sweetwater~~Optionor ~~exploration~~and ~~permits.~~the ~~The~~Optionor ~~permits~~will ~~are~~assign ~~held~~to us byall ~~PPI~~of its right, title and interest in and to the property and will take all ~~Holding~~necessary ~~Corporation~~action with the ASLD to effect such assignment. The cash payment of $2,450,000 and 750,000 shares of our ~~wholly~~common ~~owned~~stock ~~subsidiary~~will be placed into escrow and will be released to the Optionor upon receipt of confirmation of the assignment of the property to us from the ASLD. There will be no royalty attached to the transferred mineral exploration permits.

~~Mesa Uranium Property~~ 10

OnShould ~~August~~we ~~31,~~sell ~~2010~~or wein ~~entered~~any ~~into~~way atransfer ~~mineral~~our ~~property~~interest ~~option~~in the ~~agreement~~property, (the ~~“Mesa~~Optionor ~~Option~~will ~~Agreement”)~~receive ~~with~~20% ~~Mesa~~of ~~Uranium~~the ~~Corp. (“Mesa”)~~gross consideration in ~~respect~~excess of $30 ~~three~~million ~~Arizona~~to ~~State~~a ~~Land~~maximum ~~Department~~of ~~exploration permits covering approximately 1~~$2,~~950 acres~~000,000 ~~which~~if ~~are~~the ~~wholly~~aggregate ~~owned~~consideration ~~by Mesa.~~received ~~Pursuant~~for to the ~~terms~~transfer of the ~~agreement, we had the right to acquire a 75%~~ interest in the ~~Mesa~~property ~~permits~~is ingreater ~~consideration~~than ~~for~~$30 ~~the~~million ~~issuance of 500,000 shares~~and ofless ~~our~~than ~~common~~$40 ~~stock~~million; toor ~~Mesa, the payment of~~ $202,000~~.00~~,000 ~~cash~~plus to10% ~~Mesa~~of ~~and meeting~~ the ~~minimum~~gross ~~exploration~~consideration ~~expenditures~~in excess asof ~~required~~$40 bymillion ~~the~~to ~~Arizona State Land Department. Upon earning~~ a ~~75%~~maximum ~~interest~~of ~~in the permits~~$1,000,000 weif ~~had~~ the ~~right~~aggregate toconsideration ~~acquire~~is ~~the~~greater ~~remaining~~than ~~25%~~$40 ~~interest~~million inand ~~the~~less ~~Mesa~~than ~~permits~~$50 bymillion; ~~paying~~or $~~100~~3,000 ~~in cash~~,000 ~~stock~~plus ~~equivalent~~20% ~~or work expenditures. Under the terms~~ of the ~~agreement, we~~gross ~~are~~consideration ~~responsible~~in ~~for~~excess ~~payment~~ of ~~all~~$50 ~~exploration~~million ~~expenditures~~if on the ~~leases. The~~aggregate ~~property was subject to a 2% net smelter royalty which we had the option to~~consideration ~~purchase~~is atgreater athan ~~price of~~ $~~150,000~~50 ~~per 1% or $300,000 for the full 2%~~million.

OnIf ~~February 13, 2012,~~ we ~~exercised~~sell ~~our~~or ~~option~~transfer toless ~~acquire~~than a 75100% interest in the property, ~~Mesa~~then ~~permits.~~the Onaforementioned ~~March~~bonus 9,payments ~~2012,~~shall webe ~~announced~~ratably ~~that~~reduced ~~we had~~by ~~exercised~~multiplying ~~our~~the ~~option~~bonus topayment ~~acquire~~by the ~~remaining~~percentage ~~25%~~of interest insubject ~~the~~to ~~Mesa~~the ~~properties~~transfer ~~under~~transaction. ~~the~~The ~~Mesa~~sale ~~Option~~or ~~Agreement~~transfer ~~and~~of ~~to acquire~~ the 2%remainder ~~NSR~~of onthe ~~those properties thereby acquiring a royalty-free, 100%~~ interest in the ~~Mesa properties.~~property ~~The~~held ~~permits~~by ~~are~~us ~~held~~will bycontinue ~~PPI~~to ~~Holding~~be ~~Corporation,~~subject ~~our~~to ~~wholly~~the ~~owned~~aforementioned bonus ~~subsidiary~~payment provisions.

~~Ringbolt~~On ~~Property~~December 8, 2012, we entered into a second amendment agreement with the Optionor to amend the amendment agreement to extend the deadline to make the cash payment of $2,450,000 following TSX Venture Exchange approval for a period of 30 days from the date of final approval with a payment of $100,000 to Potash Green, LLC, which payment will be deducted from the aggregate payment owed.

OnThe ~~March~~amendment ~~28,~~agreement ~~2011~~and wethe ~~entered~~second ~~into~~amendment ~~an option~~ agreement ~~(the~~to “the Ringbolt Option Agreement”) ~~with~~were ~~Ringbolt~~approved ~~Ventures~~by ~~Ltd., Potash Green, LLC, Wendy Walker Tibbetts and Joseph J. Hansen (collectively,~~ the ~~“Optionor”)~~ ~~pursuant~~TSX toVenture ~~which~~Exchange ~~we acquired the right to acquire a 100%~~on ~~interest~~February in27, ~~the~~2013, ~~Ringbolt~~and ~~potash~~all ~~property~~payments ~~located~~except in the ~~Holbrook Basin of southeast Arizona. The Ringbolt property is comprised of 15~~$1,~~994.32~~250,000 ~~acres~~that ~~of mineral~~was ~~exploration~~due ~~permits~~ on October ~~land~~31, ~~managed~~2014, byhave ~~the~~been ~~Arizona State Land Department~~paid.

~~Pursuant~~According to the terms of the Ringbolt Option Agreement, we ~~may~~had ~~acquire a 90% interest in~~ the ~~property~~right ~~by:~~at ~~(i)~~any ~~making~~time ~~cash~~to ~~payments~~abandon ~~totaling $1.0 million ($50,000 upon execution of~~ the ~~agreement,~~option ~~$250,000~~with ~~upon~~written ~~TSX~~notice ~~Venture Exchange~~to ~~approval, $350,000 on or before~~ the ~~1st anniversary of TSX Venture~~ ~~Exchange approval~~Optionors, ~~and~~which ~~$350,000~~we onprovided orsuch ~~before~~notice ~~the~~to ~~2nd~~abandon ~~anniversary of TSX Venture Exchange approval), (ii) incurring a total of $2.25 million in exploration expenditures on~~ the ~~property~~option over three years ($500,000 within 1 year of TSX Venture Exchange approval, $750,000 within 1 year of the 1st anniversary of TSX Venture Exchange approval, and $1,000,000 within 1 year of the 2nd anniversary of TSX Venture Exchange approval), and (iii) issuing four million common shares over a three-year period (1,000,000 shares upon TSX Venture Exchange approval, 1,400,000 shares on orOctober ~~before the 1st anniversary of TSX Venture Exchange approval~~20, ~~and 1,600,000 shares on or before the 2nd anniversary of TSX Venture~~ ~~Exchange approval)~~2014. ~~Upon satisfaction of these terms~~Therefore, we ~~will~~ have ~~the~~no ~~right~~further ~~to purchase~~obligations ~~the~~under ~~remaining 10% interest for a cash payment of $5 million, which shall remain exercisable until~~ the Ringbolt ~~property goes into commercial production (defined as the sale of any mineral products from the property). In addition, pursuant to the Ringbolt~~ Option Agreement, ~~the Ringbolt property will be subject~~ to amake 1%any ~~gross~~option ~~overriding royalty on production from the property~~payments.

OnCooperative ~~October~~Agreement ~~30, 2012, as part of a settlement agreement between us~~ and ~~the~~Joint ~~Optionor,~~Exploration ~~we entered into an amendment agreement to the Ringbolt Option~~ Agreement ~~pursuant to which we will pay to the Optionor a total of~~ $3,850,000, $150,000 of which was paid upon execution of the amendment agreement, $2,450,000 will be paid upon TSX Ventures Exchange approval of the amendment agreement, and the remaining $1,250,000 on or before October 31, 2014. In addition, upon TSX Venture Exchange approval of the amendment agreement, we will issue 750,000 shares of common stock to the Optionor and the Optionor will assign to us all of its right, title and interest in and to the property and will take all necessary action with ~~the ASLD to effect such assignment.~~ The ~~cash payment~~Hopi ofTribe $2,450,000 and 750,000 shares of our common stock will be placed into escrow and will be released to the Optionor upon receipt of confirmation of the assignment of the property to us from the ASLD. There will be no royalty attached to the transferred mineral exploration permits.

11Portions of our Holbrook Basin potash project in Arizona are located adjacent to land privately owned by the Hopi Tribe. On March 8, 2011 we finalized a cooperative agreement with the Hopi Tribe which establishes a cooperative arrangement between us and the Hopi Tribe and gives us access across the privately owned Hopi lands to conduct exploration activities while allowing the Tribe to share in our study results. We are in continuing discussions with the Hopi Tribe on the project.

~~Should~~On weNovember ~~sell~~8, or2012, inbut ~~any~~having ~~way~~an ~~transfer~~effective ~~our~~date ~~interest~~of ~~in the~~November ~~property~~1, ~~the~~2012, ~~Optionor~~we ~~will~~and ~~receive~~The ~~20%~~Hopi ofTribe, ~~the~~a ~~gross~~federally ~~consideration~~recognized inIndian ~~excess~~Tribe, ofentered ~~$30~~into ~~million~~a toJoint aExploration ~~maximum~~Agreement of(the ~~$2,000,000~~”JEA”) ifpursuant to which the parties ~~aggregate~~agree ~~consideration~~to ~~received for~~explore the ~~transfer~~Hopi ofland sections (the ~~interest~~“Hopi inProperty”) which ~~the~~are ~~property~~checker-boarded iswith ~~greater~~our ~~than~~southern ~~$30~~landholdings ~~million~~in ~~and~~accordance with an ~~less~~exploration ~~than~~program, ~~$40~~which ~~million;~~shall orconsist $of a two-phase drilling campaign as set out in Exhibit 2~~,000,000~~ ~~plus~~to ~~10%~~the JEA. The first phase of the ~~gross~~exploration ~~consideration~~program inwill ~~excess~~include of8 ~~$40~~drill ~~million~~sites toand awill ~~maximum~~cover ofa $125,000~~,000~~ ifacre swath of the ~~aggregate~~contiguous ~~consideration~~land issections ~~greater~~in ~~than~~the ~~$40~~DoBell ~~million~~ranch ~~and~~area ~~less~~of ~~than~~the ~~$50~~Holbrook ~~million;~~Basin. orThe ~~$3,000,000~~second ~~plus~~phase ~~20%~~ of ~~the~~drilling, ~~gross~~which ~~consideration~~will inbe ~~excess~~designed ofby ~~$50~~ERCOSPLAN ~~million~~guided iffrom the ~~aggregate~~results ~~consideration~~from phase isone, ~~greater~~will ~~than~~include ~~$50~~up ~~million~~to 10 additional drill sites. We will be responsible for all costs, charges and expenses incurred in connection with the exploration program.

IfIn addition, under the JEA, we ~~sell~~shall orindemnify, ~~transfer~~defend, release, ~~less~~and ~~than~~hold aharmless ~~100%~~The ~~interest~~Hopi inTribe ~~the~~and its elected officials, advisors ~~property~~and contractors, ~~then~~employees, agents, lessees, insurers, successors and assigns (the ~~aforementioned~~“Indemnities”) ~~bonus~~for, ~~payments~~against ~~shall~~and befrom ~~ratably~~any ~~reduced~~claim, bydamage, lien, loss, ~~multiplying~~cost, ~~the~~charge, ~~bonus~~expense ~~payment~~(including attorneys’ fees and expenses) or liability resulting from, or caused by, ~~the~~or ~~percentage~~incurred ofin ~~interest~~connection ~~subject~~with, or alleged to ~~the~~have ~~transfer~~resulted ~~transaction.~~from, ~~The~~or ~~sale~~been orcaused ~~transfer~~by, ofor ~~the~~been ~~remainder~~incurred ofin ~~the~~connection ~~interest~~with, in whole ~~the~~or ~~property~~in ~~held~~part, bydirectly usor ~~will~~indirectly, ~~continue~~the toexploration beprogram. ~~subject~~Our topayment and indemnity obligations shall survive the ~~aforementioned~~termination ~~bonus payment~~of ~~provisions~~the JEA.

On December 8, 2012, we entered into a second amendment agreement with the Optionor to amend the amendment agreement to extend the deadline to make the cash payment of $2,450,000 following TSX Venture Exchange approval for a period of 30 days from the date of final approval with a payment of $100,000 to Potash Green, LLC, which payment will be deducted from the aggregate payment owed. 11

~~The~~Pursuant ~~amendment~~to ~~agreement~~the ~~and~~JEA, the ~~second~~Hopi ~~amendment~~Tribe ~~agreement~~grants tous and our contractors, which includes any employee or contractor involved in the exploration ~~Ringbolt~~program ~~Option~~(as ~~Agreement~~defined ~~were~~in ~~approved~~the byJEA), a limited license on the ~~TSX~~terms ~~Venture~~and conditions, ~~Exchange~~and during the term of the JEA to (a) enter and cross existing ranch roads on Hopi Property for ingress and egress purposes related to the ~~February~~exploration 27program, ~~2013,~~(b) ~~and~~blade ~~all~~new ~~payments~~roads ~~except~~to drill sites on the $1Hopi Property designated by ERCOSPLAN,~~250,000~~ ~~due~~(c) drill exploratory holes on ~~October~~the 31Hopi Property at drill sites designated by ERCOSPLAN, (d) lay cables across the Hopi Property for ~~2014~~purposes of seismic studies that are part of the exploration program, ~~have~~(e) ~~been~~drive a ~~paid~~vibrator truck along seismic lines, and (f) blade existing ranch roads on the Hopi Property. We and our contractors shall not use the Hopi Property for any other purpose without the prior written approval of The ~~permits~~Hopi ~~are~~Tribe; ~~held~~provided, that with respect to use of the Hopi Property identified by ~~PPI~~ERCOSPLAN ~~East~~in ~~Block~~writing as ~~Holding~~necessary ~~Corp.~~or desirable for purposes of the exploration program, ~~our~~The Hopi ~~wholly~~Tribe’s ~~owned~~approval ~~subsidiary~~shall not be unreasonably withheld, conditioned or delayed.

~~Cooperative~~Except ~~Agreement~~as otherwise expressly set forth in the JEA, us and ~~Joint~~The Hopi ~~Exploration~~Tribe ~~Agreement~~shall each separately have the right to possess and use all exploration program results for any purpose. In addition, The Hopi Tribe and us, and the parties’ respective successors and assigns, may use and freely disclose exploration program results received under this JEA without prior approval of the other for the parties or such successors’ or assigns’ internal use, and for review and use by geologists and other outside advisors engaged by it (including ERCOSPLAN) or its successors or assigns, lenders and prospective lenders, venture partners and prospective venture partners, and others who are subject to confidentiality agreements consistent with the disclosing party’s obligations under the JEA; provided, no exploration program results shall be shared with venture partners or prospective venture partners by The Hopi Tribe other than us or persons approved in writing by us in our discretion prior to the earlier of (1) expiration or termination of one or more of our mineral exploration permits from the Arizona State Land Department pertaining to our property, or (2) October 15, 2014 (such earlier date, the “Automatic Termination Date”).

~~Portions~~Furthermore, ofthe ~~our~~JEA ~~Holbrook~~contains ~~Basin~~an ~~potash~~exclusivity ~~project~~provision ~~in Arizona are~~whereby ~~located~~from ~~adjacent~~the toeffective ~~land~~date ~~privately~~and ~~owned~~ending byon the ~~Hopi~~date ~~Tribe.~~the OnJEA ~~March~~terminates 8,unless extended ~~2011~~in ~~we finalized~~accordance awith ~~cooperative~~the ~~agreement~~terms ~~with~~of the ~~Hopi~~JEA ~~Tribe~~until ~~which~~October ~~establishes~~15, a2015, The ~~cooperative~~Hopi ~~arrangement~~Tribe ~~between~~will negotiate exclusively with us ~~and~~with respect to the joint exploration of the Hopi ~~Tribe~~Property and ~~gives~~our usproperty, ~~access~~which ~~across~~are contiguous as set ~~the~~out ~~privately~~in ~~owned~~a ~~Hopi~~letter ~~lands~~of tointent ~~conduct~~(the ~~exploration~~“Letter ~~activities~~of ~~while~~Intent”) ~~allowing~~entered into between the ~~Tribe~~parties toon ~~share~~September in26, ~~our~~2012, ~~study~~and ~~results.~~it Wewill ~~are~~not indirectly ~~continuing~~or ~~discussions~~indirectly, ~~with~~take any of the ~~Hopi~~following ~~Tribe~~actions onwith ~~the~~any ~~project.~~party other than us:

On(a) ~~November~~solicit 8,or ~~2012,~~encourage ~~but~~inquiries ~~having~~or anproposals ~~effective~~with ~~date~~respect ~~of November 1~~to, ~~2012,~~furnish weany ~~and~~information ~~The~~relating ~~Hopi Tribe~~to, aparticipate ~~federally~~in ~~recognized~~any ~~Indian~~negotiations ~~Tribe,~~or ~~entered into~~discussions aconcerning, ~~Joint~~or ~~Exploration~~cooperate ~~Agreement~~in ~~(the~~any ~~“JEA”)~~manner ~~pursuant~~relating to ~~which~~ the ~~parties~~ ~~agree~~subject tomatter ~~explore~~of the ~~Hopi~~Letter ~~land~~of ~~sections~~Intent (~~the~~a “~~Hopi Property~~Transaction”); ~~which are~~or ~~checker-boarded~~(b) ~~with~~enter ~~our~~into ~~southern~~any ~~landholdings~~agreement inor ~~accordance~~understanding with ~~an exploration~~any ~~program,~~person ~~which~~or ~~shall~~entity ~~consist~~providing offor a ~~two-phase drilling campaign as set out in Exhibit 2 to the JEA~~Transaction. The first phase of the exploration program will include 8 drill sites and will cover a 25,000 acre swath of the contiguous land sections in the DoBell ranch area of the Holbrook Basin. The second phase of drilling, which will be designed by ERCOSPLAN guided from the results from phase one, will include up to 10 additional drill sites. We will be responsible for all costs, charges and expenses incurred in connection with the exploration program.

InThe ~~addition, under the~~ JEA, weautomatically ~~shall~~terminated ~~indemnify,~~at ~~defend, release,~~5:00 ~~and~~PM ~~hold~~Arizona ~~harmless~~time ~~The~~on ~~Hopi Tribe and its elected officials, advisors and contractors, employees, agents, lessees, insurers, successors and assigns (~~the ~~“Indemnities”) for, against and from any claim, damage, lien, loss,~~ ~~cost,~~Automatic ~~charge,~~Termination expense (including attorneys’ fees and expenses) or liability resulting from, or caused by, or incurred in connection with, or alleged to have resulted from, or been caused by, or been incurred in connection with, in whole or in part, directly or indirectly, the exploration programDate. ~~Our payment and indemnity obligations shall survive the termination of the JEA.~~

~~Pursuant~~Fitzgerald toRanch the JEA, the Hopi Tribe grants us and our contractors, which includes any employee or contractor involved in the exploration program (as defined in the JEA), a limited license on the terms and conditions, and during the term of the JEA to (a) enter and cross existing ranch roads on Hopi Property for ingress and egress purposes related to the exploration program, (b) blade new roads to drill sites on the Hopi Property designated by ERCOSPLAN, (c) drill exploratory holes on the Hopi Property at drill sites designated by ERCOSPLAN, (d) lay cables across the Hopi Property for purposes of seismic studies that are part of the exploration program, (e) drive a vibrator truck along seismic lines, and (f) blade existing ranch roads on the Hopi Property. We and our contractors shall not use the Hopi Property for any other purpose without the prior written approval of The Hopi Tribe; provided, that with respect to use of the Hopi Property identified by ERCOSPLAN in writing as necessary or desirable for purposes of the exploration program, The Hopi Tribe’s approval shall not be unreasonably withheld, conditioned or delayed.

12On May 7, 2012, we entered into a purchase agreement with co-trustees of the Fitzgerald Living Trust (“Fitzgerald Living Trust”) to acquire real estate covering a total of 41,000 contiguous acres of royalty-free private land (the “Fitzgerald Ranch”) located near Holbrook and adjacent to our Twin Buttes Ranch holdings in the Holbrook Basin in exchange for a total purchase price of $15,000,000 on the following material terms: (i) $250,000 to be irrevocably released to Fitzgerald Living Trust upon execution of the agreement; (ii) an additional $250,000 to be placed into escrow and irrevocably released to Fitzgerald Living Trust on July 1, 2012; (iii) during the term of the agreement, we have the right to perform exploration activities on the property; (iv) a payment of $14,500,000 at closing to take place on December 18, 2012; and (v) the final purchase is subject to TSX Venture Exchange approval.

~~Except~~A asprovision ~~otherwise~~of ~~expressly set forth in~~ the ~~JEA,~~agreement grants us ~~and The Hopi Tribe shall each separately have~~ the right to ~~possess and use all~~perform exploration ~~program~~activities ~~results~~on ~~for~~the ~~any purpose~~property. InWe ~~addition,~~have ~~The~~added ~~Hopi~~8 ~~Tribe~~additional ~~and~~drill ~~us,~~holes and the parties’ respective successors’ and assigns, may use and freely disclose exploration program results received under this JEA without prior approval of the other for the parties or such successors or assigns’ internal use, and for review and use by geologists and other outside advisors engaged by it (including ERCOSPLAN) or its successors or assigns, lenders and prospective lenders, venture partners and prospective venture partners, and others who are subject to ~~confidentiality~~ ~~agreements~~our ~~consistent~~2012 ~~with~~drill ~~the disclosing party’s obligations under the JEA; provided, no exploration~~ program ~~results~~which ~~shall~~will be ~~shared~~drilled ~~with venture~~on ~~partners~~the orFitzgerald ~~prospective~~Ranch. ~~venture~~We ~~partners by The Hopi Tribe other than us~~have ordrilled ~~persons~~5 ~~approved~~holes inon ~~writing by us in our discretion prior to~~ the ~~earlier~~Fitzgerald ~~of (1)~~Ranch ~~expiration~~as orpart ~~termination~~ of ~~one or more of our mineral exploration permits from~~ the ~~Arizona~~drill ~~State Land Department pertaining to our property, or (2) October 15, 2014 (such earlier date, the “Automatic Termination Date”)~~program.

Furthermore, the JEA contains an exclusivity provision whereby from the effective date and ending on the date the JEA terminates unless extended in accordance with the terms of the JEA until October 15, 2015, The Hopi Tribe will negotiate exclusively with us with respect to the joint exploration of the Hopi Property and our property, which are contiguous as set out in a letter of intent (the “Letter of Intent”) entered into between the parties on September 26, 2012, and it will not directly or indirectly, take any of the following actions with any party other than us: 12

~~(a)~~On ~~solicit~~November or8, ~~encourage~~2012, ~~inquiries~~we orentered ~~proposals~~into ~~with~~an ~~respect~~amendment agreement to, the ~~furnish~~original ~~any~~property ~~information~~purchase ~~relating~~agreement. In accordance with the amendment agreement, in addition to our payment of an aggregate of $500,000 ~~participate~~made inby ~~any~~July 1, ~~negotiations~~2012, orpayments ~~discussions~~of ~~concerning~~$500,000 orand ~~cooperate~~$4,000,000 inwere ~~any~~to ~~manner~~be ~~relating~~made to ~~the~~Fitzgerald Living ~~subject~~Trust ~~matter~~upon execution of the ~~Letter~~amendment ofagreement ~~Intent~~and (on December 18, 2012, respectively, which December 18, 2012 payment has not yet been made. Additionally, a ~~“Transaction”);~~payment orof ~~(b)~~$5,000,000 ~~enter~~will ~~into~~be ~~any~~irrevocably ~~agreement~~paid orto ~~understanding~~Fitzgerald Living ~~with~~Trust ~~any~~on ~~person~~June or30, ~~entity~~2013 ~~providing~~and ~~for~~the abalance ~~Transaction~~of $5,000,000 will be paid at the time of closing of the sale which will take place on December 18, 2013.

~~Unless~~We ~~the~~also ~~JEA~~agreed isto ~~earlier~~reimburse ~~terminated~~Fitzgerald Living Trust for any increase in ~~accordance~~taxes ~~with~~to ~~the~~it ~~JEA~~which are attributable to closing this sale in 2013 orrather ~~superseded~~than by2012 ~~another~~and ~~agreement~~to ~~between~~make ~~the~~this ~~parties,~~reimbursement ~~the~~within ~~JEA~~120 ~~shall~~days ~~terminate~~from the date ~~automatically~~Fitzgerald atLiving ~~5:00~~Trust PMprovides ~~Arizona~~documentation ~~time~~to onus of the ~~Automatic~~increased ~~Termination Date~~tax amount.

On May 29, 2013, we entered into an agreement to amend and restate the agreement to the original property purchase agreement (the “Amended and Restated Agreement”) with Fitzgerald Living Trust for the purchase of the Fitzgerald Ranch, ~~Property~~which also supersedes the amendment agreement dated November 8, 2012, as follows:

On May 7, 2012, we entered into a purchase agreement with co-trustees of the Fitzgerald Living Trust (“Fitzgerald Living Trust”) to acquire real estate covering a total of 41,000 contiguous acres of royalty-free private land (the “Fitzgerald Ranch”) located near Holbrook and adjacent to our Twin Buttes Ranch holdings in the Holbrook Basin in exchange for a total purchase price of $15,000,000 on the following material terms: (i) $250,000 to be irrevocably released to Fitzgerald Living Trust upon execution of the agreement; (ii) an additional $250,000 to be placed into escrow and irrevocably released to Fitzgerald Living Trust on July 1, 2012; (iii) during the term of the agreement, we have the right to perform exploration activities on the property; (iv) a payment of $14,500,000 at closing to take place on December 18, 2012; and (v) the final purchase is subject to TSX Venture Exchange approval.

(a)	the purchase price has been increased to $17,000,000, of which $1,000,000 was paid and the balance is to be paid as follows:

	(i)	a payment of $500,000 on the earlier of October 31, 2013, or within 30 days of closing our next financing (not paid);

	(ii)	a payment of $500,000 to be paid on December 31, 2013 (not paid);

	(iii)	a payment of $1,000,000 to be paid on December 31, 2014 (not paid); and

	(iv)	the balance of $14,000,000 to be paid on the closing of the sale which is on or before June 15, 2015;

A(b) ~~provision~~we have provided Fitzgerald Living Trust with the option to enter into a grazing lease on the property at the rate currently being charged by the Petrified Forest National Park, with the period of the ~~agreement~~lease being 5 years, with the option to renew for an additional 5 year term. The parties agreed that any ranching use of the property is secondary, and subject to mineral exploration and development; (c) during the term of the Amended and Restated Agreement, Fitzgerald Living Trust grants to us the right to ~~perform exploration~~enter ~~activities~~into and on the property. Weas ~~have~~set ~~added~~forth 8in ~~additional~~the ~~drill~~agreement ~~holes~~ to ~~our~~explore ~~2012~~for, develop, core drill ~~program~~and sample ores, minerals and metals which ~~will~~are or may be ~~drilled~~found ontherein or thereon; provided however, that such ores, minerals and metals may only be removed, treated and produced in de minimus amounts from the ~~Fitzgerald~~core ~~Ranch.~~borings, Wesolely ~~have drilled~~for 5the ~~holes~~purpose onof determining the ~~Fitzgerald~~saturation ~~Ranch~~and asexistence ~~part~~of such ores, minerals and metals and in no event shall we be permitted to sell any such ores, minerals or metals; and (d) the construction of roads shall be subject to the ~~drill~~prior ~~program.~~written approval of Fitzgerald Living Trust, which approval shall not unreasonably be withheld and shall be given in a timely manner.

OnWe ~~November~~have 8,not ~~2012,~~made wethe ~~entered~~required ~~into~~$500,000 anpayments ~~amendment~~that ~~agreement~~were todue ~~the~~on ~~original~~October ~~property~~31, ~~purchase~~2013 ~~agreement.~~and InDecember ~~accordance~~31, ~~with~~2013 and the ~~amendment agreement~~$1,000,000 indue ~~addition~~on toDecember ~~our~~31, 2014; ~~payment of an aggregate of $500~~therefore,~~000~~ ~~made~~the byAmended ~~July 1,~~and ~~2012,~~Restated ~~payments~~Agreement ofis ~~$500,000~~past-due and $4975,000~~,000~~ capitalized ~~were~~ to belong-term ~~made~~deposits tohas ~~Fitzgerald Living~~been ~~Trust~~written-off ~~upon~~as ~~execution~~at of the ~~amendment~~year ~~agreement~~ended February ~~and on December 18~~28, ~~2012, respectively,~~2014. ~~which~~We ~~December~~are ~~18,~~in ~~2012~~continuing ~~payment~~negotiations ~~has~~to ~~not~~either ~~yet~~amend ~~been~~the ~~made.~~Amended ~~Additionally,~~and aRestated ~~payment~~Agreement ofor ~~$5,000,000~~entire ~~will~~into bea ~~irrevocably~~new ~~paid~~purchase toagreement. ~~Fitzgerald~~No default ~~Living~~notice ~~Trust~~has onbeen ~~June~~issued ~~30,~~under ~~2013~~the Amended and Restated Agreement but the ~~balance~~risk remains ofthat ~~$5,000,000~~we ~~will~~may not be ~~paid~~successful atin ~~the~~completing ~~time~~either ~~of closing~~an ofamendment to the Amended ~~sale~~and ~~which~~Restated ~~will~~Agreement ~~take~~or ~~place~~entering oninto ~~December~~a ~~18,~~new ~~2013~~purchase agreement.

13The Amended and Restated Agreement is subject to TSX Venture Exchange approval.

We also agreed to reimburse Fitzgerald Living Trust for any increase in taxes to it which are attributable to closing this sale in 2013 rather than 2012 and to make this reimbursement within 120 days from the date Fitzgerald Living Trust provides documentation to us of the increased tax amount. 13

OnJoint ~~May~~Exploration ~~29, 2013, we entered into an agreement to amend and restate the agreement to the original property purchase agreement (the “Amended and Restated~~ Agreement”) with ~~Fitzgerald~~HNZ ~~Living Trust for the purchase of the Fitzgerald Ranch~~Potash, ~~which also supersedes the amendment agreement~~LLC ~~dated November 8, 2012, as follows:~~

(On July 27, 2012, we entered into a Joint Exploration Agreement (the “Agreement”) with HNZ Potash, LLC (“HNZ”) to jointly explore and potentially develop twenty-one permitted parcels in which we hold ASLD exploration permits and which are located on the ~~purchase~~southernmost ~~price~~area of our landholdings (the ”Permit Property”). The Permit Property is within HNZ’s private landholdings and has not been ~~increased~~previously toexplored ~~$17~~by us. Under the terms of the Agreement,~~000,000,~~ HNZ has agreed to pay us 50% of ~~which~~certain $1costs previously incurred by us with respect to the Permit Property,~~000,000~~ which payment was ~~paid~~received by us during the fiscal year ended February 28, 2013 and we have assigned a 50% interest in the ~~balance~~Permit isProperty to HNZ. Each of the parties will be ~~paid~~liable asfor 50% ~~follows:~~of the future costs relating to the permits. Our interest in the permits are held by PPI Holding Corporation, our wholly owned subsidiary.

The purposes of the Agreement are to: (i) aconduct ~~payment~~exploration and ofto ~~$500,000~~evaluate on the ~~earlier~~potential for development and mining of ~~October~~the ~~31,~~Permit ~~2013,~~Property; (ii) orto acquire interests within 30the ~~days~~lands ofowned ~~closing~~by ~~our~~the ~~next~~Hopi ~~financing~~Tribe ~~(not~~commonly referred ~~paid)~~to as the Dobell Ranch lands as more particularly described in the Agreement; (iiiii) aif ~~payment~~justified ofby ~~$500~~the exploration activities,~~000~~ the parties upon mutual agreement will form an entity to beseek ~~paid~~a onmining ~~December~~lease ~~31,~~to ~~2013~~jointly ~~(not~~engage ~~paid)~~in development and mining of the Permit Property; (~~iii~~iv) ato ~~payment~~complete ofand ~~$1,000,000~~satisfy toall environmental becompliance ~~paid~~obligations onand ~~December~~continuing ~~31,~~obligations ~~2014~~affecting the Permit Property; and (ivv) ~~the~~to ~~balance~~perform ofany ~~$14~~other activity necessary,~~000~~ appropriate,~~000~~ or incidental to beany ~~paid~~of onthe foregoing. During the ~~closing~~term of the ~~sale~~Agreement, ~~which~~the parties iswill onequally orshare ~~before~~the ~~June~~costs 15for maintaining the Permit Property in good standing with the ASLD. The parties may, ~~2015;~~either alone or jointly, conduct exploration of any or all of the Permit Property pursuant to one or more plans of exploration.

~~(b)~~The weterm ~~have~~of ~~provided Fitzgerald Living Trust with~~ the ~~option~~Agreement toshall ~~enter~~begin ~~into a grazing lease~~ on the ~~property~~effective atdate of the ~~rate~~Agreement ~~currently~~and ~~being~~extend ~~charged~~to by the ~~Petrified~~expiration ~~Forest National Park, with the period~~ of the ~~lease~~fifth ~~being 5 years, with the option to renew for an additional 5~~ year term. ~~The parties agreed that any ranching use~~ of the ~~property~~last permit iscovered ~~secondary,~~by ~~and subject to mineral exploration and development; (c) during~~ the ~~term of the Amended and Restated~~ Agreement, ~~Fitzgerald~~or ~~Living~~any ~~Trust~~permit ~~grants~~obtained ~~to us the right to enter into and on the property~~ as ~~set~~a ~~forth~~replacement therefor in (the ~~agreement to explore for, develop, core drill and sample ores, minerals and metals which are or may be found therein or thereon~~“Term”); provided, however, that ~~such ores~~, ~~minerals~~if ~~and~~during ~~metals~~the ~~may~~Term ~~only~~the participants be(or ~~removed,~~any ~~treated~~entity ~~and~~formed ~~produced~~by ~~in de minimus amounts from~~ the ~~core~~participants) ~~borings,~~jointly ~~solely~~apply for ~~the~~a mineral ~~purpose~~lease ofor ~~determining~~mineral ~~the~~leases ~~saturation~~on ~~and~~any ~~existence~~portion of ~~such~~the ~~ores,~~Permit ~~minerals and metals and in no event shall we be permitted to sell any such ores~~Property, ~~minerals or metals; and (d)~~ the ~~construction of roads~~ Term shall be ~~subject~~automatically extended to the ~~prior~~date ~~written~~a ~~approval~~final ofdetermination ~~Fitzgerald~~is ~~Living~~issued ~~Trust,~~by the ~~which~~ASLD ~~approval~~regarding ~~shall~~the ~~not~~last ~~unreasonably~~mineral belease ~~withheld and shall be given in a timely manner~~application.

WeOther ~~have~~provisions not made the required $500,000 payments that were due on October 31, 2013 and December 31, 2013; therefore, the Amended and Restated Agreement is past-due and $975,000 capitalized to long-term deposits has been written-off as at the year ended February 28, 2014. We are in ~~negotiations to amend~~ the ~~Amended and Restated~~ Agreement. Noinclude ~~default notice has been issued under~~ the ~~Amended~~following: ~~and Restated Agreement but the risk remains that we may not be successful in completing an amendment to the Amended and Restated Agreement.~~

The ~~Amended~~parties ~~and~~will ~~Restated~~provide ~~Agreement~~to iseach ~~subject~~other existing exploration data from their Holbrook Basin potash exploration activities. The data provided by each Party may be used by the other party to ~~TSX~~update ~~Venture~~their existing or future ~~Exchange~~ resource ~~approval~~reports or any other future reports.
~~Joint~~The ~~Exploration~~parties ~~Agreement~~will ~~with~~provide ~~HNZ~~each ~~Potash,~~other ~~LLC~~vehicular access across existing paved and unpaved roads on property controlled by the other party.
OnThe ~~July~~parties ~~27,~~have ~~2012,~~established wean entered into a Joint Exploration Agreement (the “Agreement”) with HNZ Potash, LLC (“HNZ”) to jointly explore and potentially develop twenty-one permitted parcels in which we hold ASLD 8 exploration permits and which are located on the southernmost area of ~~our landholdings~~mutual ~~(the~~interest ~~“Permit Property”). The Permit Property is within HNZ’s private landholdings~~ and ~~has~~have ~~not been previously explored by us. Under the terms of the Agreement, HNZ has~~ agreed to ~~pay us 50% of certain~~ ~~costs~~ jointly ~~previously~~pursue ~~incurred~~opportunities bywithin usthis ~~with respect to the Permit Property, which payment was received by us during the fiscal year ended February 28, 2013 and we have assigned a 50% interest in the Permit Property to HNZ~~area. ~~Each of the parties will be liable for 50% of the future costs relating to the permits. Our interest in the permits are held by PPI Holding Corporation, our wholly owned subsidiary.~~

14Additional Exploration Permits

~~The~~On ~~purposes~~May of30, ~~the~~2013, ~~Agreement~~we ~~are~~announced ~~to:~~that ~~(i)~~we ~~conduct~~had ~~exploration~~received nine new ~~and~~exploration topermits ~~evaluate~~from the ~~potential~~ASLD, ~~for~~adding ~~development~~4,703.66 ~~and~~acres ~~mining~~ of ~~the~~Arizona ~~Permit~~State ~~Property;~~trust ~~(ii)~~land to ~~acquire~~our ~~interests~~land ~~within~~package. ~~the~~These ~~lands~~additional ~~owned~~permits byare ~~the~~on ~~Hopi~~Arizona ~~Tribe~~State ~~commonly~~trust ~~referred~~land tosections asthat ~~the~~had ~~Dobell~~been ~~Ranch~~closed ~~lands~~to asdevelopment ~~more~~related ~~particularly~~to ~~described in~~ the proposed ~~Agreement;~~expansion ~~(iii)~~of ifthe ~~justified~~Petrified byForest ~~the~~National ~~exploration~~Park. ~~activities,~~Seven of the ~~parties~~sections ~~upon~~lie ~~mutual~~within ~~agreement~~our ~~will~~private ~~form~~landholdings, anwhile ~~entity~~the toother ~~seek~~two aborder ~~mining lease to jointly engage in development and mining of~~ the ~~Permit~~Hopi Property~~; (iv) to complete and satisfy all~~ ~~environmental~~development ~~compliance~~area ~~obligations~~ and ~~continuing~~abut ~~obligations affecting~~ the ~~Permit~~ ~~Property;~~south ~~and~~border ~~(v)~~of tothe ~~perform~~Petrified ~~any~~Forest ~~other activity necessary, appropriate,~~National ~~or incidental to any of the foregoing~~Park. ~~During~~Almost ~~the~~all ~~term~~ of ~~the~~these ~~Agreement,~~permits ~~the parties~~are ~~will~~held ~~equally~~by ~~share~~PPI ~~the~~West ~~costs~~Block ~~for~~Holding ~~maintaining the Permit Property in good standing with the ASLD~~Corp. ~~The parties may~~, ~~either~~our wholly ~~alone~~owned ~~or jointly~~subsidiary, ~~conduct exploration~~with ofa ~~any~~few orpermits ~~all~~being ofheld ~~the~~by ~~Permit~~PPI ~~Property~~Holding Corporation, ~~pursuant~~our towholly ~~one~~owned ~~or more plans of exploration~~subsidiary.

~~The~~Employees term of the Agreement shall begin on the effective date of the Agreement and extend to the expiration of the fifth year term of the last permit covered by the Agreement, or any permit obtained as a replacement therefor (the “Term”); provided, however, that, if during the Term the participants (or any entity formed by the participants) jointly apply for a mineral lease or mineral leases on any portion of the Permit Property, the Term shall be automatically extended to the date a final determination is issued by the ASLD regarding the last mineral lease application.

~~Other~~As ~~provisions~~at November 30, 2014, we have one employee, however, we have 10 individuals working on a consulting basis. Our operations are managed by our officers with input from our directors. We engage geological and engineering consultants from time to time as required to assist in ~~the~~evaluating ~~Agreement~~our ~~include~~property interests ~~the~~and ~~following:~~recommending and conducting work programs.

• The parties will provide to each other existing exploration data from their Holbrook Basin potash exploration activities. The data provided by each Party may be used by the other party to update their existing or future resource reports or any other future reports. • The parties will provide each other vehicular access across existing paved and unpaved roads on property controlled by the other party. • The parties have established an area of mutual interest and have agreed to jointly pursue opportunities within this area.14

~~Additional~~Results ~~Exploration~~of ~~Permits~~Operations

OnThe ~~May~~following ~~30,~~table ~~2013,~~sets weforth ~~announced that we had received nine new exploration permits from the ASLD, adding 4,703.66 acres of Arizona State trust land to~~ our ~~land~~results ~~package. These additional permits are on Arizona State trust land sections that had been closed to development related to the proposed expansion~~ of ~~the~~operations ~~Petrified Forest National Park. Seven of the sections lie~~for ~~within our private landholdings, while~~ the ~~other~~three ~~two border the Hopi Property development area~~ and ~~abut~~nine ~~the~~month ~~south~~periods ~~border~~ended ofNovember ~~the Petrified Forest National Park. Almost all of these permits are held by PPI West Block Holding Corp.~~30, ~~our wholly~~2014 ~~owned~~and ~~subsidiary,~~November ~~with a few permits being held by PPI Holding Corporation~~30, ~~our wholly owned subsidiary~~2013.

Employees

			Three months periods						Nine months periods
			ended						ended


	Note		November			November			November			November
			30, 2014			30, 2013			30, 2014			30, 2013

Operating Expenses
Administration	6	$	12,657		$	15,036		$	41,757		$	100,496
Advertising			3,093			11,201			13,854			83,744
Business development			31,206			48,292			56,811			288,777
Consulting fees	6		37,500			227,741			187,500			558,716
Depreciation	2		33			41			99			123
Foreign exchange loss			(18,245	)		(9,912	)		13,997			9,393
Investor relations			21,514			72,963			81,771			213,653
Management fees	6		160,409			163,123			482,784			575,238
Mineral property impairment			-			-			-			-
Mineral property option payments and exploration costs	3, 6		88,712			323,603			450,184			1,399,961
Office and miscellaneous			17,433			25,545			36,801			60,915
Professional fees			24,605			18,779			58,165			294,636
Property investigation costs			-			-			-			-
Transfer agent and filing fees			6,706			19,058			44,363			78,158
			(385,623	)		(915,470	)		(1,468,086	)		(3,663,810	)
Other items
Accretion expense	4		(103,008	)		(1,035,052	)		(312,777	)		(3,111,452	)
Change in fair value of derivative liability	8		2,725			54,711			40,001			1,566,224
Interest income			-			-			-			-
Interest expense on convertible debentures	4		(158,521	)		(216,363	)		(557,122	)		(649,310	)
Gain (loss) on debt settlement			-			-			-			-
Other income			-			-			-			-
			(258,804	)		(1,196,704	)		(829,898	)		(2,194,538	)

Net loss		$	(644,427	)		(2,112,174	)	$	(2,297,984	)		(5,858,348	)
Loss per share – basic and diluted		$	(0.01	)	$	(0.02	)	$	(0.02	)	$	(0.06	)
Weighted average number of shares outstanding– basic and diluted			109,490,859			91,809,694			109,096,633			91,802,397

As at August 31, 2014, we have one employee, however, we have 10 individuals working on a consulting basis. Our operations are managed by our officers with input from our directors. We engage geological and engineering consultants from time to time as required to assist in evaluating our property interests and recommending and conducting work programs. 15

15Results of Operations for the three month periods ended November 30, 2014 and 2013

~~Results~~Revenues ofDuring ~~Operations~~three month periods ended November 30, 2014 and November 30, 2013, respectively, we did not generate any revenues.

~~The~~Operating ~~following~~Expenses ~~table~~Operating ~~sets~~expenses incurred ~~forth~~during ~~our~~the ~~results~~three ofmonth ~~operations~~period ~~from inception~~ended ofNovember ~~exploration~~30, ~~stage~~2014 onwere ~~May 22~~$385,623 ~~2007~~as compared to ~~August 31~~$915,470 ~~2014~~during ~~as well as for~~ the three ~~and six~~ month ~~periods~~period ended ~~August~~November 3130, ~~2014~~2013. Significant changes and ~~August~~expenditures ~~31,~~are ~~2013.~~outlined as follows:

			Three months periods						Six months periods						For the
			ended						ended						period May
															22, 2007
			August			August 31,			August			August 31,			(Inception of
	Note		31,			2013			31,			2013			Exploration
			2014						2014						Stage) to
															August 31,
															2014
Operating Expenses
Administration	6	$	14,893		$	64,836		$	29,100		$	85,460		$	1,046,056
Advertising			5,032			21,050			10,761			72,543			1,847,946
Business development			11,461			104,677			25,605			240,485			1,353,079
Consulting fees	6		37,500			200,282			150,000			330,975			8,966,422
Depreciation	2		33			41			66			82			2,447
Foreign exchange loss			1,101			11,139			32,242			19,305			174,879
Investor relations			22,585			79,802			60,257			140,690			1,575,069
Management fees	6		161,568			247,901			322,375			412,115			4,340,670
Mineral property impairment	3		-			-			-			-			1,627,784
Mineral property option payments and exploration costs	3, 6		154,872			431,073			361,472			1,076,358			22,955,351
Office and miscellaneous			8,843			15,363			19,368			35,370			366,429
Professional fees			24,955			239,076			33,560			275,857			1,761,089
Property investigation costs			-			-			-			-			24,483
Transfer agent and filing fees			18,659			31,457			37,657			59,100			480,814
			(461,502	)		(1,446,697	)		(1,082,463	)		(2,748,340	)		(46,522,518	)
Other items
Accretion expense	4		(103,376	)		(1,049,013	)		(209,769	)		(2,076,400	)		(4,352,948	)
Change in fair value of derivative liability	8		10,664			816,868			37,276			1,511,513			6,393,081
Interest income			-			-			-			-			90,216
Interest expense on convertible debentures	4		(165,013	)		(218,533	)		(398,601	)		(432,947	)		(1,276,467	)
Gain (loss) on debt settlement			-			-			-			-			(9,852	)
Other income			-			-			-			-			153,125
			(257,725	)		(450,678	)		(571,094	)		(997,834	)		997,155
Net loss		$	(719,227	)	$	(1,897,375	)	$	(1,653,557	)	$	(3,746,174	)	$	(45,525,363	)
Loss per share basic and diluted		$	(0.01	)	$	(0.02	)	$	(0.02	)	$	(0.04	)
Weighted average number of shares outstanding basic and diluted			109,490,859			91,805,118			108,901,663			91,798,789

Administration expenses were $12,657 and $15,036 for the three month periods ended November 30, 2014 and November 30, 2013, respectively. The decrease of $2,379 was mainly due to decrease in payment for administration expenses as decrease in invoicing during the three month period ended November 30, 2014, compared to the three month period ended November 30, 2013.
16Advertising expenses were $3,093 and $11,201 for the three month periods ended November 30, 2014 and November 30, 2013, respectively. The decrease was due to less promotion purposes related to our market awareness during the three month period ended November 30, 2014, compared to the three month period ended November 30, 2013.
~~Results~~Business ofDevelopment ~~Operations~~expenses were $31,206 and $48,292 for the three month periods ended ~~August~~ 31November 30, 2014 and November 30, 2013, respectively. The decrease of $17,086 was due to less travel expenses and attending conventions during the three month period ended November 30, 2014.
~~Revenues~~Consulting fees were $37,500 and $227,741 for the three month periods ended November 30, 2014 and November 30, 2013, respectively. The decrease of $190,241 was mainly due to less payment for consulting fees during the three month period ended November 30, 2014, compared to the three month period ended November 30, 2013.
~~During~~Depreciation expense was $33 and $41 for the three month periods ended November ~~August 31~~30, 2014 and ~~August~~November 3130, 2013, respectively~~, we did not generate any revenues~~.
~~Operating~~Foreign ~~Expenses~~exchange gain was $18,245 and $9,912 for the three month periods ended November 30, 2014 and November 30, 2013, respectively. The increase in foreign exchange gain of $8,333 was due to fluctuations in the USD and CAD exchange rate and the translation of non-monetary assets.
~~Operating~~Investor relations expenses ~~incurred~~were ~~during~~$21,514 and $72,963 for the three month periods ~~period~~ ended ~~August~~ 31November 30, 2014 ~~were~~and ~~$461~~November 30,~~502~~ as2013, ~~compared~~respectively. The decrease was mainly due to ~~$1,446,697~~cost saving efforts during the three month ~~period~~ period ended ~~August~~November 3130, ~~2013~~2014. ~~Significant changes and expenditures are outlined~~ ~~as follows:~~
• Administration expenses were $14,893 and $64,836 for the three month periods ended August 31, 2014 and August 31, 2013, respectively. The decrease of $49,943 was mainly due to decrease in payment for administration expenses as decrease in invoicing during the three month period ended August 31, 2014, compared to the three month period ended August 31, 2013. • Advertising expenses were $5,032 and $21,050 for the three month periods ended August 31, 2014 and August 31, 2013, respectively. The decrease was due to less promotion purposes related to our market awareness during the three month period ended August 31, 2014, compared to the three month period ended August 31, 2013. • Business Development expenses were $11,461 and $104,677 for the three month periods ended August 31, 2014 and August 31, 2013, respectively. The decrease of $93,216 was due to less travel expenses and attending conventions during the three month period ended August 31, 2014. • Consulting fees were $37,500 and $200,282 for the three month periods ended August 31, 2014 and August 31, 2013, respectively. The decrease of $162,782 was mainly due to less payment for consulting fees during the three month period ended August 31, 2014, compared to the three month period ended August 31, 2013. • Depreciation expense was $33 and $41 for the three month periods ended August 31, 2014 and August 31, 2013, respectively. • Foreign exchange loss was $1,101 and $11,139 for the three month periods ended August 31, 2014 and August 31, 2013, respectively. The decrease in foreign exchange loss of $10,038 was due to fluctuations in the USD and CAD exchange rate and the translation of non-monetary assets. • Investor relations expenses were $22,585 and $79,802 for the three month periods ended August 31, 2014 and August 31, 2013, respectively. The decrease was mainly due to cost saving efforts during the three month period ended August 31, 2014. • Management fees were $~~161~~160,~~568~~409 and $~~247~~163,~~901~~123 for the three month periods ended ~~August~~November 3130, 2014 and ~~August~~November 3130, 2013, respectively. The decrease in management fees was mainly due to less management fees paid during the three month period ended ~~August~~November 3130, 2014, compared to the three month period ended November ~~August 31~~30, 2013. • Mineral property impairment costs were $Nil and $Nil for the three month periods ended August 31, 2014 and August 31, 2013, respectively. There were no mineral property impairment during the three month period ended August 31, 2014 and August 31, 2013. • Mineral property option payments and exploration costs were $154,872 and $431,073 for the three month periods ended August 31, 2014 and August 31, 2013, respectively. The decrease was due to the Company incurring less exploration costs during the three month period ended August 31, 2014. • Office and miscellaneous expenses were $8,843 and $15,363 for the three month periods ended August 31, 2014 and August 31, 2013, respectively. The decrease was due to the decrease in operating activities during the three month period ended August 31, 2014. • Professional fees were $24,955 and $239,076 for the three month periods ended August 31, 2014 and August 31, 2013, respectively. The decrease was mainly due to a decrease in operating activities, regulatory filings and legal proceedings with respect to our operating activities during the three month period ended August 31, 2014. • Property investigation costs were $Nil and $Nil for the three month periods ended August 31, 2014 and August 31, 2013, respectively. There were no activities in new property acquisition during the three month period ended August 31, 2014 and August 31, 2013. • Transfer agent and filing fees were $18,659 and $31,457 for the three month periods ended August 31, 2014 and August 31, 2013, respectively. The decrease was due to a decrease in the services being provided by the transfer agent during the three month period ended August 31, 2014, compared to the three month period ended August 31, 2013.
17Mineral property impairment costs were $Nil and $Nil for the three month periods ended November 30, 2014 and November 30, 2013, respectively. There were no mineral property impairment charges expensed during the three month period ended November 30, 2014 and November 30, 2013.
~~Other~~Mineral ~~Items~~property option payments and exploration costs were $88,712 and $323,603 for the three month periods ended November 30, 2014 and November 30, 2013, respectively. The decrease was due to the Company incurring less exploration costs during the three month period ended November 30, 2014.
~~During~~Office and miscellaneous expenses were $17,433 and $25,545 for the three month ~~period~~periods ended ~~August~~November 3130, 2014, ~~our~~and ~~other items~~November ~~accounted~~30, ~~for $257~~2013,~~725~~ inrespectively. ~~expenses~~The decrease aswas ~~compared~~due to ~~$450,678~~the decrease in ~~expenses~~operating ~~for~~ activities during the three month period ended ~~August~~November 3130, ~~2013~~2014. ~~The significant changes in other~~ ~~items income (expenses) are outlined as follows:~~
•Professional ~~Accretion~~fees ~~expense~~were ~~was~~ $~~103~~24,~~376~~605 and $118,~~049,013~~779 for the three month periods ended ~~August~~November 3130, 2014 and ~~August~~November 3130, 2013, respectively. The ~~decrease~~increase ~~in accretion expense~~ was mainly due to the lower values of discount on debenture and beneficial conversion feature upon conversion of debentures and the longer term, for accretion of the beneficial conversion feature and accretion of the discount in connection with the convertible debentures, which resulted in a decrease in ~~the~~provision ~~accretion during the three month period ended August 31, 2014, compared to the three month period ended August 31, 2013. • Change in derivative liability was $10,664 and $816,868~~ for ~~the~~audit ~~three~~fees ~~month periods ended August 31, 2014~~ and ~~August~~an ~~31,~~increase ~~2013, respectively. The change~~ in regulatory ~~derivative~~filings liability was due to a decrease in the outstanding term of the warrants denominated in Canadian dollars which resulted in a decrease in the derivative liability in the three month period ended August 31, 2014, compared to the three month period ended August 31, 2013. • Interest income was $Nil and ~~$Nil~~legal ~~for~~proceedings the three month periods ended August 31, 2014 and August 31, 2013, respectively. There were no funds invested in interest bearing instruments during the three month period ended August 31, 2014 and August 31, 2013. • Interest expense on convertible debentures was $165,013 and $218,533 for the three month periods ended August 31, 2014 and August 31, 2013, respectively. The decrease in interest expense was mainly due to the lower interest rate during the three month period, for charging interest in connection with ~~the~~respect ~~convertible debentures, which resulted in a decrease in the interest expense on convertible debentures in the three month period ended August 31, 2014, compared~~ to our ~~the~~operating three month period ended August 31, 2013. • Gain on debt settlement and other income was $Nil and $Nil for the three month periods ended August 31, 2014 and August 31, 2013, respectively. There were no activities ~~in debt settlement or other income~~ during the three month period ended ~~August~~November 3130, 2014 ~~and August 31, 2013~~.

~~Net Income (Loss)~~ 16

~~The~~Property ~~net~~investigation ~~loss~~costs ~~was~~were $~~719,227~~Nil and $~~1,897,375~~Nil for the three month periods ended ~~August~~November 3130, 2014 and ~~August~~November 3130, 2013, respectively. ~~The decrease in~~There ~~net~~ were ~~loss~~no ofactivities ~~$1,178,148 resulted from the decrease~~ in ~~operating~~new ~~expenses~~property ~~of $985,195~~acquisition ~~and~~during the ~~decrease in expenses in other items of $192,953 in the~~ three month period ended ~~August~~November 3130, 2014, ~~compared~~and toNovember ~~the three month period ended August 31~~30, 2013.
~~Results~~Transfer ofagent ~~Operations~~and filing fees were $6,706 and $19,058 for the ~~six~~three month periods ended ~~August~~ 31November 30, 2014 and November 30, 2013, respectively. The decrease was due to a decrease in the services being provided by the transfer agent during the three month period ended November 30, 2014, compared to the three month period ended November 30, 2013.

~~Revenues~~Other ItemsDuring the three month period ended November 30, 2014, our other items accounted for $258,804 in expenses as compared to $1,196,704 in expenses for the three month period ended November 30, 2013. The significant changes in other items income (expenses) are outlined as follows:

~~During~~Accretion ~~six~~expense was $103,008 and $1,035,052 for the three month periods ended ~~August~~November 3130, 2014 and ~~August~~November 3130, 2013, respectively. The decrease in accretion expense was mainly due to the lower values of discount on debenture and beneficial conversion feature upon conversion of debentures and the longer term, wefor ~~did~~accretion ~~not~~of ~~generate~~the ~~any~~beneficial ~~revenues.~~conversion feature and accretion of the discount in connection with the convertible debentures, which resulted in a decrease in the accretion during the three month period ended November 30, 2014, compared to the three month period ended November 30, 2013.
~~Operating~~Change ~~Expenses~~in fair value of derivative liability was $2,725 and $54,711 for the three month periods ended November 30, 2014 and November 30, 2013, respectively. The change in fair value of derivative liability was due to a decrease in the outstanding term of the warrants denominated in Canadian dollars which resulted in a decrease in the derivative liability in the three month period ended November 30, 2014, compared to the three month period ended November 30, 2013.
~~Operating~~Interest ~~expenses~~income ~~incurred~~was ~~during~~$Nil and $Nil for the ~~six~~three month ~~period~~periods ended ~~August~~ November 3130, 2014 ~~were~~and $1November 30,~~082~~ 2013,~~463~~ asrespectively. ~~compared~~There towere ~~$2,748,340~~no funds invested in interest bearing instruments during the ~~six~~three month period ended November ~~August 31~~30, ~~2013.~~2014 ~~Significant changes~~ and ~~expenditures~~November ~~are~~30, ~~outlined~~2013. ~~as follows:~~
•Interest ~~Administration~~expense ~~expenses~~on ~~were~~convertible debentures was $29158,~~100~~521 and $85216,~~460~~363 for the ~~six~~three month periods ended ~~August~~November 3130, 2014 and ~~August~~November 3130, 2013, respectively. The decrease ofin ~~$56,360~~interest expense was mainly due to ~~decrease~~the inlower interest ~~payment~~rate during the three month period, for ~~administration~~charging ~~expenses~~interest asin connection with the convertible debentures, which resulted in a decrease in the ~~invoicing~~interest ~~during~~expense on convertible debentures in the ~~six~~three month period ended November ~~August 31~~30, 2014, compared to the ~~six~~three month period ended ~~August~~November 3130, 2013.
18Gain on debt settlement and other income was $Nil and $Nil for the three month periods ended November 30, 2014 and November 30, 2013, respectively. There were no activities in debt settlement or other income during the three month period ended November 30, 2014 and November 30, 2013.

•Net ~~Advertising~~Income ~~expenses~~(Loss) ~~were $10,761 and $72,543 for the six month periods ended August 31, 2014 and August 31, 2013, respectively.~~ The ~~decrease~~net ~~was~~loss due to less promotion purposes related to our market awareness during the six month period ended August 31, 2014, compared to the six month period ended August 31, 2013. • Business Development expenses were was $25644,~~605~~427 and $~~240~~2,~~485 for the six month periods ended August 31~~112,174 2014 and August 31, 2013, respectively. The decrease of $214,880 was due to less travel expenses and attending conventions during the six month period ended August 31, 2014. • Consulting fees were $150,000 and $330,975 for the ~~six~~three month periods ended ~~August~~November 3130, 2014 and November ~~August 31~~30, 2013, respectively. The decrease of $180,975 was mainly due to less payment for consulting fees during the six month period ended August 31, 2014, compared to the six month period ended August 31, 2013. • Depreciation expense was $66 and $82 for the six month periods ended August 31, 2014 and August 31, 2013, respectively. • Foreign exchange loss was $32,242 and $19,305 for the six month periods ended August 31, 2014 and August 31, 2013, respectively. The increase in ~~foreign~~net ~~exchange~~ loss of $12,937 was due to fluctuations in the USD and CAD exchange rate and the translation of non-monetary assets. • Investor relations expenses were $60,257 and $140,690 for the six month periods ended August 31, 2014 and August 31, 2013, respectively. The decrease was mainly due to cost saving efforts during the six month period ended August 31, 2014. • Management fees were $322,375 and $412,115 for the six month periods ended August 31, 2014 and August 31, 2013, respectively. The decrease in management fees was mainly due to less management fees paid during the six month period ended August 31, 2014, compared to the six month period ended August 31, 2013. • Mineral property impairment costs were $Nil and $Nil for the six month periods ended August 31, 2014 and August 31, 2013, respectively. There were no mineral property impairment during the six month periods ended August 31, 2014 and August 31, 2013. • Mineral property option payments and exploration costs were $361,472 and $1,~~076~~467,~~358~~747 ~~for~~resulted from the ~~six month periods ended August 31, 2014 and August 31, 2013, respectively. The~~ decrease was due to the Company incurring less exploration costs during the six month period ended August 31, 2014. • Office and miscellaneous expenses were $19,368 and $35,370 for the six month periods ended August 31, 2014 and August 31, 2013, respectively. The decrease was due to the decrease in operating ~~activities~~expenses ~~during~~of ~~the six month period ended August 31, 2014. • Professional fees were~~ $33529,~~560~~847 and ~~$275,857 for~~ the ~~six month periods ended August 31, 2014 and August 31, 2013, respectively. The~~ decrease ~~was mainly due to a decrease~~ in operating activities, regulatory filings and legal proceedings with respect to our operating activities during the six month period ended August 31, 2014. • Property investigation costs were $Nil and $Nil for the six month periods ended August 31, 2014 and August 31, 2013, respectively. There were no activities expenses in ~~new~~other ~~property~~items ~~acquisition~~of ~~during the six month period ended August 31, 2014 and August 31, 2013. • Transfer agent and filing fees were~~ $37937,~~657~~900 ~~and $59,100 for the six month periods ended August 31, 2014 and August 31, 2013, respectively. The decrease was due to a decrease~~ in the ~~services~~three ~~being provided by the transfer agent during the six~~ month period ended ~~August~~November 3130, 2014, compared to the ~~six~~three month period ended ~~August~~November 3130, 2013.

~~Other~~Results ~~Items~~of Operations for the nine month periods ended November 30, 2014 and 2013

Revenues During ~~the~~nine ~~six~~ month ~~period~~ periods ended ~~August~~November 3130, 2014, ~~our~~and ~~other items~~November ~~accounted for $571~~30,~~094~~ ~~in expenses as compared to $997~~2013,~~834~~ ~~in expenses for the six month period ended August 31~~respectively, ~~2013.~~we ~~The~~did ~~significant~~not ~~changes in other~~generate ~~items~~any ~~income~~revenues. ~~(expenses) are outlined as follows:~~

•Operating ~~Accretion~~Expenses ~~expense~~Operating ~~was~~expenses incurred ~~$209,769~~during ~~and $2,076,400 for~~ the ~~six~~nine month ~~periods~~period ended ~~August~~November 3130, 2014 ~~and~~were ~~August 31~~$1, ~~2013~~468,086 ~~respectively.~~as compared ~~The decrease in accretion expense was mainly due~~ to ~~the lower values of discount on debenture and beneficial conversion feature upon conversion of debentures and the longer term~~$3, ~~for accretion of the beneficial conversion feature and accretion of the discount in connection with the convertible debentures~~663,810 ~~which resulted in a decrease in the accretion~~ during the ~~six~~nine month period ended ~~August~~November 3130, ~~2014,~~2013. Significant ~~compared~~changes toand ~~the~~expenditures ~~six~~are ~~month~~outlined ~~period~~as ~~ended August 31, 2013.~~follows:

19 17

•Administration ~~Change~~expenses inwere ~~derivative liability was~~ $3741,~~276~~757 and $1100,~~511,513~~496 for the ~~six~~nine month periods ended ~~August~~November 3130, 2014 and ~~August~~November 3130, 2013, respectively. The ~~change in derivative liability was due to a~~ decrease ~~in the number and the outstanding term~~ of ~~the warrants denominated in Canadian dollars which resulted in a decrease in the derivative liability in the six month period ended August 31~~$58,739 ~~2014, compared to the six month period ended August 31, 2013. • Interest income~~ was ~~$Nil~~mainly ~~and~~due ~~$Nil~~to ~~for the six month periods ended August 31~~$42,286 ~~2014~~in ~~and~~stock ~~August~~based ~~31,~~compensation included ~~2013, respectively. There were no funds invested~~ in ~~interest~~November ~~bearing instruments during the six month period ended August 31~~30, ~~2014 and August 31,~~ 2013. ~~• Interest~~ expense onand ~~convertible~~a ~~debentures~~further ~~was~~ $~~398~~16,~~601~~453 ~~and $432,947 for the six month periods ended August 31, 2014 and August 31, 2013, respectively. The~~ decrease in payment ~~interest expense was mainly due to the lower interest rate during the six month period,~~ for ~~charging~~administration ~~interest~~expenses inas ~~connection with the convertible debentures, which resulted in~~ a decrease in ~~the~~invoicing ~~interest~~during ~~expense on convertible debentures in~~ the ~~six~~ nine month period ended ~~August~~November 3130, 2014, compared to the ~~six~~nine month period ended November ~~August 31~~30, 2013. • Gain on debt settlement and other income was $Nil and $Nil for the six month periods ended August 31, 2014 and August 31, 2013, respectively. There were no activities in debt settlement or other income during the six month period ended August 31, 2014 and August 31, 2013.
~~Net~~Advertising ~~Income~~expenses ~~(Loss)~~were $13,854 and $83,744 for the nine month periods ended November 30, 2014 and November 30, 2013, respectively. The decrease was due to less promotion purposes related to our market awareness during the nine month period ended November 30, 2014, compared to the nine month period ended November 30, 2013.
~~The~~Business ~~net~~Development ~~loss~~expenses ~~was~~were $156,~~653,557~~811 and $3288,~~746,174~~777 for the ~~six~~nine month periods ended ~~August~~November 3130, 2014 and ~~August~~November 3130, 2013, respectively. The decrease ~~in net loss~~ of $2231,~~092,617~~966 ~~resulted~~was ~~from~~due ~~the~~to ~~decrease~~less intravel ~~operating~~ expenses ~~of $1,665,877~~ and ~~the~~attending ~~decrease in expenses in other items of $426,740 in the six~~conventions ~~month~~ during ~~period ended August 31, 2014, compared to~~ the ~~six~~nine month period ended ~~August~~ 31November 30, ~~2013~~2014.
~~Liquidity~~Consulting fees were $187,500 and ~~Capital~~$558,716 ~~Resources~~for the nine month periods ended November 30, 2014 and November 30, 2013, respectively. The decrease of $371,216 was mainly due to less payment for consulting fees and $84,571 less stock-based compensation paid, during the nine month period ended November 30, 2014, compared to the nine month period ended November 30, 2013.
~~Our~~Depreciation ~~financial~~expense ~~statements~~was ~~have~~$99 ~~been prepared assuming that we will continue as a going concern~~ and, ~~accordingly,~~$123 dofor ~~not include adjustments relating to~~ the ~~recoverability~~nine ~~and~~month ~~realization~~periods ~~of assets and classification of~~ended ~~liabilities~~ November ~~that~~30, ~~might~~2014 beand ~~necessary~~November ~~should~~30, we2013, ~~be unable to continue in operation~~respectively.
~~The~~Foreign ~~following~~exchange ~~table~~loss ~~sets~~was ~~out~~$13,997 ~~our~~and ~~cash~~$9,393 ~~and~~for ~~working~~the ~~capital~~nine asmonth ofperiods ~~August~~ ended 31November 30, 2014 and ~~February~~November 2830, ~~2014:~~2013, respectively. The increase in foreign exchange loss of $4,604 was due to fluctuations in the USD and CAD exchange rate and the translation of non-monetary assets.

		As of August 31, 2014			As of February 28, 2014
		(unaudited)			(audited)
Cash reserves	$	14,372		$	49,062
Working capital (deficit)		($2,047,501	)		($2,046,398	)

Investor relations expenses were $81,771 and $213,653 for the nine month periods ended November 30, 2014 and November 30, 2013, respectively. The decrease was mainly due to cost saving efforts during the nine month period ended November 30, 2014.
AsManagement atfees ~~August 31, 2014, our current assets~~ were $91482,~~894~~784 and ~~our current liabilities were~~ $2575,~~139,395~~238 ~~resulting~~for inthe anine ~~working~~month ~~capital~~periods ended ~~deficit~~November ~~of $2~~30,~~047,501.~~ ~~Our~~2014 ~~current~~and ~~assets~~November as30, at2013, ~~August~~respectively. ~~31,~~The ~~2014~~decrease ~~consisted~~in management offees ~~cash~~was ~~and~~mainly ~~cash equivalents~~due ofto $1484,~~372,~~571 ~~receivables~~stock- ofbased ~~$5,747,~~compensation ~~prepaid~~included in ~~expenses~~November ~~of $65~~30,~~776~~ ~~and deferred~~2013 ~~issuance~~expenses ~~costs~~and of $57,~~999.~~883 ~~Our~~less ~~current~~management ~~liabilities~~fees aspaid atduring ~~August 31, 2014~~the ~~consisted~~ nine ofmonth ~~trade~~period ~~payables~~ended ~~and~~November ~~accrued~~30, ~~liabilities of $1~~2014,~~675,925,~~ ~~convertible debentures~~compared ~~subscriptions~~to ~~received~~the ofnine ~~$112,250,~~month ~~derivative liability of $4,731~~period ~~and~~ ended ~~loans~~November ~~of $346~~30,~~489.~~ 2013.
AsMineral atproperty ~~February~~impairment ~~28,~~costs ~~2014, our current assets~~ were $~~171,067~~Nil and ~~our~~ ~~current liabilities were~~ $~~2,217,465~~Nil ~~resulting~~for inthe anine ~~working capital deficit~~month of periods ~~$2,046,398.~~ended ~~Our~~November ~~current assets as at February 28~~30, 2014 ~~consisted of cash~~ and ~~cash~~ ~~equivalents~~November ~~of $49~~30,~~062,~~ ~~receivables of $4~~2013,~~853,~~ ~~prepaid expenses of $113,554 and deferred issuance costs of $3,598~~respectively. ~~Our current liabilities as at February~~There ~~28,~~ were ~~2014~~no ~~consisted~~mineral ofproperty ~~trade~~impairment ~~payables~~during ~~and~~the ~~accrued~~nine ~~liabilities~~month ofperiods ~~$980,983,~~ended ~~convertible~~ November ~~debentures of $553~~30,~~233~~ ~~convertible~~2014 ~~debentures subscriptions received of $95,000, derivative liability of $42,007~~ and ~~loans~~November ~~of $546~~30,~~242.~~ 2013.
20Mineral property option payments and exploration costs were $450,184 and $1,399,961 for the nine month periods ended November 30, 2014 and November 30, 2013, respectively. The decrease was due to the Company incurring less exploration costs and $157,477 less stock-based compensation paid, during the nine month period ended November 30, 2014.
AsOffice atand ~~August~~miscellaneous ~~31,~~expenses ~~2014~~were we$36,801 ~~also~~and ~~had~~$60,915 ~~non-current~~for ~~liabilities~~the ofnine ~~$5,964,516~~ month ~~compared~~periods toended ~~February~~November 2830, 2014 ofand $5November 30,~~000~~ 2013,~~889~~ respectively. ~~Our non-current~~The ~~liabilities~~ decrease atwas ~~August~~due ~~31,~~to ~~2014~~the ~~and~~decrease ~~February~~in ~~28,~~operating ~~2014~~activities ~~consisted~~during ofthe ~~Convertible~~nine month ~~debentures.~~ period ended November 30, 2014.
~~During~~Professional ~~the~~fees ~~six~~were ~~month period ended August 31, 2014, we received cash of~~ $~~296~~58,~~677~~165 ~~(2013:~~and $~~132~~294,~~505)~~636 for ~~Debentures~~the ~~issued~~nine ~~net~~month ~~of issue costs and~~periods ~~received~~ ended ~~$Nil~~November ~~for stock issuances net of issuance costs (2013: $8~~30,~~157).~~ ~~At August 31,~~ 2014, ~~we had an aggregate of 15,037,363 (2013:25,484,073) share purchase warrants exercisable, 561,013 for CAD$0.50 per share~~ and ~~14,476,350~~November ~~for USD$0.12 (2013: 10~~30,~~956,782~~ ~~between CAD$0.40 and CAD$0.50) per share and (~~2013~~: 14~~,~~527,291~~ ~~for USD$0~~respectively.38 ~~per~~The ~~share),~~decrease ~~which have the potential upon exercise to~~was ~~convert~~ mainly todue ~~approximately CAD$280,506 (2013:CAD$4,438,814) plus USD$1,737,162 (2013:USD$5,520,370) in cash over the next two years. There is also a potential further 4,166,667 warrants~~ to ~~be issued exercisable at $0.12 until May 29, 2018 upon the exercise of convertible debentures providing an additional $500,000. Further, as at August 31, 2014,~~ a ~~total~~decrease ofin ~~9,166,812~~operating ~~(2013:9~~activities,~~166,812)~~ ~~stock options~~regulatory ~~exercisable~~filings ~~between $0.20~~ and ~~$1.18 (CAD$0.20 and CAD$1.18) per share~~legal ~~which~~ proceedings ~~have~~with ~~the~~respect ~~potential upon exercise~~ to ~~generate~~our aoperating ~~total~~activities ofduring ~~approximately CAD$5,227,542 (2013:CAD$5,463,442) in cash over~~ the ~~next~~nine ~~four years. There is no~~month ~~assurance~~ period ~~that~~ended ~~these~~November ~~securities~~30, ~~will be exercised~~2014.
~~Deficit~~Property ~~accumulated~~investigation ~~since~~costs ~~inception~~were of$Nil ~~exploration~~and ~~stage increased~~$Nil ~~from~~for ~~($43,871,806)~~the asnine atmonth ~~February~~periods ended 28November 30, 2014 toand ~~($45~~November 30,~~525~~ 2013,~~363)~~ asrespectively. atThere were no ~~August~~ activities 31in new property acquisition during the nine month period ended November 30, 2014 and November 30, 2013.
~~Our~~Transfer ~~plan~~agent ofand ~~operations~~filing ~~over~~fees were $44,363 and $78,158 for the ~~next~~nine ~~twelve~~month periods ~~months~~ended isNovember 30, 2014 and November 30, 2013, respectively. The decrease was due to ~~focus~~a decrease in the services being provided by the transfer on agent during the ~~following:~~nine month period ended November 30, 2014, compared to the nine month period ended November 30, 2013.

•Other ~~Renegotiate~~ItemsDuring the ~~terms~~nine ofmonth ~~the~~period ~~Fitzgerald~~ended November ~~Living Trust Agreement which will require approximately $1~~30,~~000,000.~~ ~~• Renegotiate the terms of the Twin Buttes Ranch property~~2014, ~~which~~our ~~will~~other ~~require~~items aaccounted ~~payment~~for ~~of approximately~~ $1829,~~000,000.~~898 •in ~~Generate~~expenses ~~the~~as compared to $12,~~250~~194,~~000~~538 ~~required~~in expenses for the ~~Ringbolt~~nine ~~property.~~month •period ~~Completion~~ended ofNovember ~~Phase~~30, 2013. 1The ofsignificant ~~our~~changes ~~planned~~in ~~exploration~~other ~~program~~items ~~which~~income ~~requires~~(expenses) ~~approximately~~are ~~$7,500,000.~~outlined as follows:

Therefore, based on the above, we anticipate that we will require a total of approximately $10,250,000 for our plan of operations over the next twelve months. At August 31, 2014, we had cash of $14,372 and a working capital deficit of $2,047,501. During the next twelve months, we anticipate that we will not generate any revenue. Accordingly, we will be required to obtain additional equity financing in order to pursue our plan of operations for and beyond the next twelve months. We cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our exploration programs, property acquisitions and repayment of debt going forward. In the absence of such financing, we will not be able to continue our planned property acquisitions and possibly our anticipated exploration programs and our business plan may fail. Even if we are successful in obtaining financing to fund our exploration program, there is no assurance that we will obtain the funding necessary to complete our planned property acquisitions. 18

~~Statement~~Accretion expense was $312,777 and $3,111,452 for the nine month periods ended November 30, 2014 and November 30, 2013, respectively. The decrease in accretion expense was mainly due to the lower values of ~~Cash~~discount ~~Flows~~on debenture and beneficial conversion feature upon conversion of debentures and the longer term, for accretion of the beneficial conversion feature and accretion of the discount in connection with the convertible debentures, which resulted in a decrease in the accretion during the nine month period ended November 30, 2014, compared to the nine month period ended November 30, 2013.
~~During~~Change ~~the~~in ~~six~~derivative liability was $40,001 and $1,566,224 for the nine month ~~period~~periods ended ~~August~~November 3130, 2014 and November 30, ~~our~~2013, ~~net~~respectively. ~~cash~~The ~~decreased~~ change byin ~~$34,690,~~derivative ~~which~~liability ~~included~~was ~~net~~due ~~cash~~to ~~used~~a decrease in ~~operating~~the ~~activities~~number and the outstanding term of the warrants denominated in Canadian dollars which ~~($343,867),~~ resulted ~~net~~in ~~cash~~a ~~used~~decrease in ~~investing~~the ~~activities~~derivative ofliability ~~$NIL~~in ~~and~~the ~~net~~nine ~~cash~~month ~~provided~~period by ended ~~financing~~November ~~activities~~30, of2014, ~~$309~~compared to the nine month period ended November 30,~~177~~ 2013.
~~Cash~~Interest ~~Flow~~income ~~used~~was $Nil and $Nil for the nine month periods ended November 30, 2014 and November 30, 2013, respectively. There were no funds invested in ~~Operating~~interest ~~Activities~~bearing instruments during the nine month period ended November 30, 2014 and November 30, 2013.
~~Operating~~Interest ~~activities~~expense inon convertible debentures was $557,122 and $649,310 for the ~~six~~nine month ~~period~~periods ended ~~August~~November 3130, 2014 ~~used~~and ~~cash~~November of30, ~~($343~~2013,~~867)~~ respectively. ~~compared~~The decrease in interest expense was mainly due to ~~($1,746,228)~~the inlower interest rate during the ~~six~~nine month period, for charging interest in ~~ended~~ connection ~~August~~with 31the convertible debentures, ~~2013.~~which ~~Significant~~resulted ~~changes~~in a decrease in the ~~cash~~interest ~~used~~expense on convertible debentures in ~~operating~~the ~~activities~~nine month period ended ~~are~~ November ~~outlined~~30, as2014, ~~follows:~~compared to the nine month period ended November 30, 2013.
21Gain on debt settlement and other income was $Nil and $Nil for the nine month periods ended November 30, 2014 and November 30, 2013, respectively. There were no activities in debt settlement or other income during the nine month period ended November 30, 2014 and November 30, 2013.

•Net ~~Loss~~Income ~~was~~ (~~$1,653,557~~Loss) ~~compared~~The tonet a loss ofwas $2,297,984 (and $35,~~746~~858,~~174)~~348 infor the ~~six~~nine month periods ended ~~August~~November 3130, 2014 and November ~~August 31~~30, 2013, respectively. The decrease in net loss ~~was~~of ~~due~~$3,560,364 toresulted from athe decrease in ~~the~~ operating expenses of $2,195,724 and athe decrease in expenses ~~losses~~in of other items of $1,364,640 in the nine month period ended November 30, 2014, compared to the nine month period ended November 30, 2013.

~~The~~Liquidity ~~following non-cash items further adjusted the loss for the six month periods ended August 31, 2014~~ and ~~August~~Capital ~~31,~~Resources ~~2013:~~

•Our ~~Accretion~~financial ~~was~~statements ~~$209,769~~have ~~and~~been ~~$2,076,400~~prepared inassuming ~~the~~that ~~six~~we will ~~month~~continue ~~periods~~as ~~ended~~a ~~August~~going ~~31,~~concern ~~2014~~ and ~~August 31~~, ~~2013~~accordingly, ~~respectively.~~do •not ~~Amortization~~include ofadjustments relating ~~deferred~~to ~~issuance costs was $922 and $20,059 in~~ the ~~six~~recoverability ~~month periods ended August 31, 2014~~ and ~~August~~realization 31, 2013, respectively. • Depreciation was $66 and $82 in the six month periods ended August 31, 2014 and August 31, 2013, respectively. • Interest expense on convertible debentures was $398,601 and $432,947 in the six month periods ended August 31, 2014 and August 31, 2013. • Fair value adjustment on warrants was ($37,276) and ($1,511,513) in the six month periods ended August 31, 2014 and August 31, 2013, respectively. The decrease in fair value adjustment on warrants was a result of ~~the~~assets ~~decrease in the number~~ and ~~the~~classification ~~term~~ of liabilities ~~the~~that ~~outstanding~~might ~~warrants~~be ~~denominated~~necessary inshould ~~Canadian~~we ~~dollars~~be ~~which~~unable ~~resulted in a decrease in the derivative liability in the six month period ended August 31, 2014 as compared~~ to ~~the~~continue ~~six month period ended August 31, 2013. • No stock-based compensation was issued $Nil and $36,002~~ in ~~the six month periods ended August 31, 2014 and August 31, 2013, respectively~~ operation.

The following ~~changes~~table insets ~~working~~out ~~capital~~our ~~items further adjusted the~~ cash ~~flow~~and ~~usage~~working ~~for~~capital ~~the~~as ~~six~~of November ~~month periods ended August 31~~30, 2014 and ~~August 31,~~February ~~2013~~28, ~~respectively~~2014:

• Receivables were ($894) and $36,000 in the six month periods ended August 31, 2014 and August 31, 2013, respectively. The small increase in receivables resulted in a smaller cash outflow in receivables compared to a prior decrease in receivables resulting in an increase in cash flow compared period over period. • Injunction bond inflow were $Nil and $350,000 in the six month periods ended August 31, 2014 and August 31, 2013, respectively. • Prepaid expenses were $47,778 and $98,202 in the six month periods ended August 31, 2014 and August 31, 2013, respectively, due to a decrease by the Company in prepaid expenses. • Trade payables and accrued liabilities were $690,724 and $128,862 in the six month periods ended August 31, 2014 and August 31, 2013, respectively. The increase in trade payables was due to the effect of a delay in payment of accounts payable and accrued liabilities compared to trade payables and accrued liabilities period over prior period.

		As of November 30, 2014			As of February 28, 2014
		(unaudited)			(audited)

Cash reserves	$	2,344		$	49,062

Working capital (deficit)		($2,430,366	)		($2,046,398	)

~~Cash~~As ~~Flow~~at ~~used~~November 30, 2014, our current assets were $50,741 and our current liabilities were $2,481,107 resulting in ~~Investing~~a ~~Activities~~working capital deficit of $2,430,366. Our current assets as at November 30, 2014 consisted of cash and cash equivalents of $2,344, receivables of $11,671, prepaid expenses of $31,254 and deferred issuance costs of $5,472. Our current liabilities as at November 30, 2014 consisted of trade payables and accrued liabilities of $1,990,969, convertible debentures – subscriptions received of $112,250, derivative liability of $2,006 and loans of $375,882.

~~During~~As ~~the~~at ~~six~~February ~~month~~28, ~~periods~~2014, ~~ended~~our ~~August~~current ~~31,~~assets ~~2014~~were ~~and~~$171,067 ~~August~~and ~~31,~~our ~~2013~~current ~~there~~liabilities were no$2,217,465 ~~investing~~resulting ~~activities~~in a working capital deficit of $2,046,398. InOur ~~the~~current ~~period~~assets ~~from~~as ~~inception~~at ~~(May~~February 28, 2014 consisted of cash and 22cash equivalents of $49,062, ~~2007)~~receivables toof ~~August~~$4,853, 31prepaid expenses of $113,554 ~~2014~~and deferred issuance costs of $3,598. ~~investing~~Our ~~activities~~current ~~utilized~~liabilities ~~net~~as ~~cash~~at February 28, 2014 consisted of trade payables and accrued liabilities of $2980,~~590~~983, convertible debentures of $553,233 convertible debentures – subscriptions received of $95,000, ~~primarily~~derivative ~~for~~liability ~~mineral~~of ~~property~~$42,007 ~~acquisition~~and ~~costs~~loans of $546,242.

~~Cash Flow provided by Financing Activities~~ 19

~~During~~As ~~the~~at ~~six~~November ~~month period ended August 31~~30, 2014, ~~cash provided~~we byalso ~~financing~~had ~~activities~~non-current ~~consisted~~liabilities of ~~(i) proceeds from debentures net~~ ~~of issue costs of~~ $~~296~~6,~~677 and $132~~226,~~505~~045 incompared ~~the~~to ~~six~~February ~~month periods ended August 31~~28, 2014 ~~and August 31, 2013, (ii) Proceeds from issuance~~ of ~~common shares net of issuance costs of~~ $~~Nil and $8~~5,~~157 in the six month periods ended August 31~~000, ~~2014 and August 31, 2013~~889. ~~(iii)~~Our ~~Proceeds on subscriptions received of $12,500~~non-current ~~and~~liabilities ~~$Nil~~at inNovember ~~the six month periods ended August 31~~30, 2014 and ~~August~~February 3128, ~~2013. In the period from inception (May 22, 2007) to August 31,~~ 2014, ~~financing~~consisted ~~activities provided net cash~~ of ~~$31,744,847, primarily from the sale of our equity securities~~convertible debentures.

22During the nine month period ended November 30, 2014, we received cash of $296,677 (2013: $132,505) for debentures issued – net of issue costs and received $Nil for stock issuances – net of issuance costs (2013: $8,157). At November 30, 2014, we had an aggregate of 15,037,363 (2013: 25,484,073) share purchase warrants exercisable, 561,013 for CAD$0.50 per share and 14,476,350 for USD$0.12 (2013: 10,956,782 between CAD$0.40 and CAD$0.50) per share and (2013: 14,527,291 for USD$0.38 per share), which have the potential upon exercise to convert to approximately CAD$280,506 (2013: CAD$4,438,814) plus USD$1,737,162 (2013: USD$5,520,370) in cash over the next 1.8 years. There is also a potential further 4,166,667 warrants to be issued exercisable at $0.12 until May 29, 2018 upon the exercise of convertible debentures providing an additional $500,000. Further, as at November 30, 2014, a total of 9,166,812 (2013: 9,166,812) stock options exercisable between CAD$0.10 and CAD$1.18 (USD$0.09 and USD$1.03) per share which have the potential upon exercise to generate a total of approximately CAD$5,227,542 (2013:CAD$5,463,442) in cash over the next 3.5 years. There is no assurance that these securities will be exercised.

~~Off-Balance~~Deficit ~~Sheet~~accumulated ~~Arrangements~~since inception of exploration stage increased from ($43,871,806) as at February 28, 2014 to ($46,169,790) as at November 30, 2014.

~~There~~Our ~~are~~plan ~~no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results~~ of operations~~, liquidity,~~ ~~capital~~over ~~expenditures~~the ornext ~~capital~~twelve ~~resources~~months ~~that~~ is ~~material~~ to focus ~~investors.~~on the following:

~~Subsequent~~Renegotiate ~~Events~~the terms of the Fitzgerald Living Trust Agreement which will require approximately $1,000,000.
~~Not~~Renegotiate ~~applicable.~~the terms of the Twin Buttes Ranch property, which will require a payment of approximately $1,000,000.
~~Outstanding~~Completion ~~share~~of ~~data~~Phase 1 of our planned exploration program which requires approximately $7,500,000.

Therefore, based on the above, we anticipate that we will require a total of approximately $9,500,000 for our plan of operations over the next twelve months. At ~~August~~November 3130, 2014, we had oncash aof ~~post-consolidation~~$2,344 ~~basis~~and a working ~~109~~capital deficit of $2,~~490~~430,~~859~~366. ~~issued~~During ~~and~~the ~~outstanding~~next ~~common~~twelve ~~shares~~months, 9we anticipate that we will not generate any revenue. Accordingly,~~166,812~~ ~~outstanding~~we ~~stock~~will be required to obtain ~~options~~additional atequity afinancing ~~weighted~~in ~~average~~order ~~exercise~~to ~~price~~pursue our plan of ~~CAD$0~~operations for and beyond the next twelve months.57 ~~per~~We ~~share~~cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our exploration programs, property acquisitions and repayment of 15debt going forward. In the absence of such financing,~~037,363~~ ~~outstanding~~we ~~warrants~~will atnot anbe ~~exercise~~able ~~price~~to continue ofour ~~$0.12~~planned property acquisitions and ~~CAD$0~~possibly our anticipated exploration programs and our business plan may fail.50 ~~per~~Even if we are successful ~~share~~in obtaining financing to fund our exploration program, there is no assurance that we will obtain the funding necessary to complete our planned property acquisitions.

~~Critical~~Statement ~~Accounting~~of ~~Policies~~Cash Flows

~~Our~~During ~~financial~~the ~~statements~~nine ~~and~~month ~~accompanying~~period ~~notes~~ended ~~have~~November ~~been prepared~~30, in2014, ~~accordance~~our ~~with United States generally accepted accounting~~net ~~principles~~cash ~~applied~~decreased onby a$46,718, ~~consistent~~which ~~basis.~~included ~~The~~net ~~preparation~~cash ofused ~~financial statements~~ in ~~conformity~~operating ~~with U.S. generally accepted accounting principles~~activities ~~requires management to make estimates and assumptions that affect the reported amounts~~ of ~~assets and liabilities~~($385,860), ~~the~~net ~~disclosure~~cash ofused ~~contingent~~in ~~assets~~investing ~~and liabilities~~activities ~~at the date~~ of ~~the~~$NIL ~~financial statements~~ and ~~the~~net ~~reported amounts of~~cash ~~revenues~~provided ~~and~~by ~~expenses~~financing ~~during~~activities ~~the~~of ~~reporting periods~~$339,142.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management. 20

WeCash ~~believe~~Flow ~~the~~used ~~following critical accounting policies require us to make significant judgments and estimates~~ in ~~the~~Operating ~~preparation~~Activities ~~of our consolidated financial statements.~~

~~Mineral~~Operating ~~Property~~activities ~~Expenditures~~in the nine month period ended November 30, 2014 used cash of ($385,860) compared to ($2,182,120) in the nine month period ended November 30, 2013. Significant changes in cash used in operating activities are outlined as follows:

WeLoss ~~are~~was ~~primarily~~($2,297,984) ~~engaged~~compared to a loss of ($5,858,348) in the ~~acquisition~~nine month periods ended November 30, ~~exploration~~2014 and November 30, 2013, respectively. The ~~development~~ decrease in loss was due to a decrease in the operating expenses and a decrease in losses of ~~mineral~~other ~~properties~~items.

~~Mineral~~The ~~property~~following ~~acquisition costs are capitalized in accordance with FASB ASC 930~~non-~~805, “Extractive Activities-Mining,” when management has determined that probable future benefits consisting of a contribution to future~~ cash ~~inflows~~items ~~have~~further ~~been~~adjusted ~~identified and adequate financial resources are available or are expected to be available as required to meet~~ the ~~terms~~loss ~~of property~~for ~~acquisition and budgeted exploration and development expenditures. Mineral property acquisition costs are expensed as incurred if~~ the ~~criteria for~~ ~~capitalization~~nine ~~are~~month ~~not~~periods ~~met.~~ended InNovember ~~the~~30, ~~event~~2014 ~~that~~and ~~mineral~~November ~~property acquisition costs are paid with Company shares~~30, ~~those~~2013: ~~shares are recorded at the estimated fair value at the time the shares are due in accordance with the terms of the property agreements.~~

~~Mineral~~Accretion ~~property~~was ~~exploration~~$312,777 ~~costs~~and ~~are~~$3,111,452 ~~expensed~~in asthe ~~incurred~~nine month periods ended November 30, 2014 and November 30, 2013, respectively.
~~When~~Amortization itof ~~has~~deferred ~~been~~issuance ~~determined~~costs ~~that~~was a$1,449 ~~mineral~~and ~~property~~$29,533 ~~can~~in bethe nine ~~economically~~ month ~~developed~~periods asended aNovember ~~result~~30, of2014 ~~establishing proven~~ and ~~probable~~November ~~reserves and~~30, ~~pre-feasibility~~2013, ~~the costs incurred to develop such property are capitalized~~respectively.
23Depreciation was $99 and $123 in the nine month periods ended November 30, 2014 and November 30, 2013, respectively.
~~Estimated~~Interest ~~future~~expense ~~removal~~on ~~and~~convertible ~~site~~debentures ~~restoration~~was ~~costs~~$557,122 ~~when determinable are provided over the life of proven reserves on a units-of-production basis. Costs, which include production equipment removal~~ and ~~environmental~~ ~~remediation~~$649,310 ~~are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. Any charge is included~~ in ~~exploration expense or~~ the ~~provision~~nine ~~for depletion~~month ~~and~~periods ~~depreciation~~ended ~~during~~November ~~the~~30, ~~period~~2014 and ~~the~~November ~~actual~~30, ~~restoration expenditures are charged to the accumulated provision amounts as incurred~~2013.
AsFair ofvalue adjustment on warrants was ($40,001) and ($1,566,224) in the nine ~~date~~month ofperiods ~~these~~ended ~~financial~~November ~~statements~~30, we2014 ~~have~~and ~~incurred~~November 30, 2013, ~~property~~ respectively. ~~acquisition~~The ~~costs~~decrease ~~that~~in ~~have~~fair ~~been~~value ~~capitalized~~adjustment ~~and~~on ~~property~~warrants ~~option~~was a result ~~payments~~ of the decrease in the number and ~~exploration~~the ~~costs~~term of the outstanding warrants denominated in Canadian dollars which ~~have~~resulted ~~been~~in ~~expensed.~~a decrease in the derivative liability in the nine month period ended November 30, 2014 as compared to the nine month period ended November 30, 2013.
ToNo ~~date~~stock-based wecompensation ~~have~~was ~~not~~issued ~~established~~$Nil ~~any~~and ~~proven~~$368,905 orin ~~probable~~the ~~reserves~~nine month on periods ~~our~~ended ~~mineral~~November ~~properties~~30, 2014 and November 30, 2013, respectively.

~~Stock-based~~The ~~Compensation~~following changes in working capital items further adjusted the cash flow usage for the nine month periods ended November 30, 2014 and November 30, 2013, respectively:

WeReceivables ~~account~~were ~~for~~($6,818) ~~Stock-Based~~and ~~Compensation under ASC 718 “Compensation Stock Compensation”~~$37,618 ~~which~~in ~~addresses~~ the ~~accounting~~nine ~~for~~month ~~transactions~~periods ended in November ~~which~~30, an2014 ~~entity~~and ~~exchanges~~November ~~its~~30, ~~equity~~2013, ~~instruments~~respectively. ~~for~~The ~~goods~~increase ~~or services, with~~in a receivables ~~primary~~resulted ~~focus on transactions~~ in ~~which~~a ancash ~~entity~~outflow ~~obtains employee services~~ in ~~share-based~~ ~~payment~~receivables ~~transactions.~~compared ~~ASC~~to ~~718-10~~a ~~requires measurement of the cost of~~prior ~~employee~~ increase ~~services received~~ in ~~exchange~~receivables ~~for~~resulting anin ~~award~~a ofdecrease ~~equity~~in ~~instruments~~cash ~~based on~~flow ~~the~~compared ~~grant-date fair value of the award (with limited exceptions). Incremental~~period ~~compensation~~ over ~~costs arising from subsequent modifications of awards after the grant date must be recognized~~period.
WeInjunction ~~account~~bond ~~for~~inflow ~~stock-based~~were ~~compensation~~$Nil ~~awards~~and to$350,000 ~~non-employees~~ in ~~accordance with ASC 505-50, Equity-Based Payments to Non-Employees. Under ASC 505-50, we determine~~ the ~~fair~~nine ~~value~~month ~~of the warrants or stock-based compensation~~periods ~~awards~~ ended ~~granted~~November ~~as either the fair value of the consideration received or the fair value of the equity instruments issued~~30, ~~whichever~~2014 ~~is more reliably measurable. Any stock options or warrants issued to non-employees are recorded in expense~~ and ~~additional~~November ~~paid-in~~30, ~~capital~~2013, ~~in shareholders’ equity/(deficit) over the applicable service periods using variable accounting through the vesting dates based on the fair value of the options or warrants at the end of each period~~respectively.
~~The~~Prepaid ~~value~~expenses ofwere ~~the~~$82,300 ~~common~~and ~~stock~~$149,501 isin ~~measured at~~ the ~~earlier~~Nine ofmonth ~~(i)~~periods ended ~~the~~ November ~~date~~30, at2014 ~~which~~and aNovember ~~firm~~30, ~~commitment~~2013, ~~for~~respectively, ~~performance~~due byto ~~the~~a ~~counterparty~~decrease ~~to earn~~by the ~~equity~~Company ~~instruments is reached or (ii) the date at which the counterparty’s performance is complete. We recognized consulting expense and a corresponding increase to additional paid-~~in~~-capital~~ ~~related~~prepaid ~~to stock issued for services~~expenses.
~~Recent~~Trade ~~Accounting~~payables ~~Pronouncements~~and accrued liabilities were $1,005,196 and $546,010 in the nine month periods ended November 30, 2014 and November 30, 2013, respectively. The increase in trade payables was due to the effect of a delay in payment of accounts payable and accrued liabilities compared to trade payables and accrued liabilities period over prior period.

WeCash ~~have~~Flow ~~reviewed~~used ~~recently~~in ~~issued~~Investing ~~accounting~~Activities pronouncements and we plan to adopt those that are applicable to us. We do not expect the adoption of these pronouncements to have a material impact on our financial position, results of operations or cash flows.

~~Item~~During 3.the ~~Quantitative~~nine month periods ended November 30, 2014 and November ~~Qualitative~~30, ~~Disclosures~~2013 ~~About~~there ~~Market~~were ~~Risk~~no investing activities.

We are 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: 21

~~Credit~~Cash ~~risk~~Flow provided by Financing Activities

~~Credit~~During ~~risk is~~ the ~~risk~~nine ~~that~~month ~~one~~period ~~party~~ended toNovember a30, ~~financial~~2014, cash ~~instrument~~provided ~~will~~by ~~fail~~financing toactivities ~~discharge~~consisted anof ~~obligation~~(i) proceeds from debentures – net of issue costs of $296,677 and ~~cause~~$132,505 in the ~~other~~nine ~~party~~month ~~to incur~~periods aended ~~financial~~November 30, ~~loss.~~2014 ~~Our~~and ~~primary~~November ~~exposure~~30, to2013, ~~credit~~(ii) ~~risk~~Proceeds isfrom onissuance ~~our~~of ~~cash~~common ~~and~~shares – ~~cash~~net ~~equivalents.~~of Asissuance ~~most~~costs of ~~our~~$Nil ~~cash~~ and ~~cash~~$8,157 ~~equivalents~~in ~~are~~the ~~held~~nine bymonth ~~the~~periods ~~same~~ended ~~bank~~November ~~there~~30, is2014 aand ~~concentration~~November 30, 2013. (iii) Proceeds from loans of ~~credit~~$29,965 and ~~risk.~~$500,728 ~~This~~in ~~risk~~the isnine ~~managed~~month byperiods ~~using~~ended aNovember 30, 2014 and November 30, ~~major~~2013. ~~Canadian~~(iv) ~~banks~~Proceeds ~~that~~on ~~are~~subscriptions ~~high~~received ~~credit~~of ~~quality~~$12,500 ~~financial~~and ~~institutions~~$Nil asin the nine ~~determined~~month byperiods ~~rating~~ended ~~agencies.~~November 30, 2014 and November 30, 2013.

24Off-Balance Sheet Arrangements

~~Our~~There ~~secondary~~are ~~exposure~~no off-balance sheet arrangements that have or are reasonably likely to ~~risk~~have isa current or future effect on our ~~other~~financial ~~receivables.~~condition, ~~This~~changes ~~risk~~in isfinancial ~~minimal~~condition, asrevenues ~~receivables~~or ~~consist~~expenses, ~~primarily~~results of ~~refundable government~~operations, ~~goods~~liquidity, ~~and~~capital ~~services~~expenditures ~~taxes~~or capital resources that is material to investors.

~~Liquidity~~Subsequent ~~risk~~Events

~~Liquidity~~Not ~~risk is the risk that we will not be able to meet our financial obligations as they become due~~applicable. Our objective in managing liquidity risk is to maintain sufficient readily available capital in order to meet our liquidity requirements at any point in time. We achieve this by maintaining sufficient cash and cash equivalents and raising capital through debt and/or equity financing.

~~Historically,~~Outstanding ~~our~~share ~~sole~~data source of funding has been the issuance of equity securities for cash, primarily through private placements. Our access to financing is always uncertain. There can be no assurance of continued access to significant equity funding.

~~Foreign~~At ~~exchange~~November ~~risk~~30, 2014, we had on a post-consolidation basis 109,490,859 issued and outstanding common shares, 9,166,812 outstanding stock options at a weighted average exercise price of CAD$0.57 per share, and 15,037,363 outstanding warrants at an exercise price of $0.12 and CAD$0.50 per share.

~~Foreign~~Critical ~~exchange~~Accounting ~~risk~~Policies is the risk that we will be subject to foreign currency fluctuations in satisfying obligations related to our foreign activities. We operate primarily in Canada and the United States and are consequently exposed to foreign exchange risk arising from transactions denominated in foreign currency. Fluctuations in foreign currency exchange rates may affect our results of operations. We manage foreign exchange risk by closely monitoring relevant exchange rates and when possible, executes currency exchange transactions at times when exchange rates are most advantageous for us. We do not use hedging to manage its foreign exchange risk.

~~Interest~~Our ~~rate~~financial ~~risk~~statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

~~Interest~~We ~~rate~~regularly ~~risk~~evaluate is the ~~risk~~accounting ~~that~~policies ~~the~~and ~~fair~~estimates that ~~value~~we ofuse ~~future cash~~to ~~flows~~prepare ofour a financial ~~instrument~~statements. ~~will~~In ~~fluctuate~~general, ~~because~~management’s estimates ofare ~~changes~~based inon ~~market interest~~historical ~~rates.~~experience, Weon ~~are~~information ~~exposed~~from tothird ~~interest~~party professionals, ~~rate~~and ~~risk~~ on ~~our~~various ~~cash~~other ~~equivalents~~assumptions ~~as these~~that ~~instruments~~are ~~have~~believed ~~original~~to ~~maturities~~be reasonable ofunder ~~three~~the ~~months~~facts orand ~~less~~circumstances. ~~and~~Actual ~~are therefore~~results ~~exposed~~could todiffer ~~interest~~from those ~~rate~~estimates ~~fluctuations~~made onby ~~renewal~~management.

~~Item~~We 4.believe ~~Controls~~the following critical accounting policies require us to make significant judgments and ~~Procedures~~estimates in the preparation of our consolidated financial statements.

~~Disclosure~~Mineral ~~Controls~~Property ~~and~~Expenditures ~~Procedures~~

We ~~maintain disclosure controls and procedures that~~ are ~~designed~~ toprimarily ~~ensure~~engaged ~~that information required to be disclosed~~ in ~~our reports filed under~~ the ~~Securities Exchange Act of 1934~~acquisition, asexploration ~~amended, is recorded, processed, summarized~~ and ~~reported within the time periods specified in the SEC’s~~ ~~rules~~development ~~and~~of ~~forms,~~mineral and that such information is accumulated and communicated to our management, including our Chief Executive Officer, Joshua Bleak (being our principal executive officer), and our Chief Financial Officer, Bill Allred (being our principal financial and accounting officer), to allow for timely decisions regarding required disclosureproperties. ~~Our Chief Executive Officer and our Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for our Company.~~

~~Our~~Mineral ~~management~~property ~~has~~acquisition ~~evaluated~~costs ~~the~~are ~~effectiveness~~capitalized ~~of our~~in ~~disclosure~~accordance ~~controls~~with ~~and~~FASB ~~procedures~~ASC as930-805, of“Extractive ~~August 31~~Activities-Mining,” ~~2014~~when management ~~(under~~has ~~the~~determined ~~supervision and~~that ~~with~~probable ~~the~~future ~~participation~~benefits consisting of ~~the~~a contribution ~~Chief~~to ~~Executive~~future ~~Officer~~cash inflows have been identified and ~~the~~adequate ~~Chief~~financial ~~Financial~~resources ~~Officer),~~are ~~pursuant~~available or are expected to ~~Rule~~be ~~13a-15(b)~~available ~~promulgated~~as ~~under~~required ~~the~~to ~~Securities~~meet the ~~Exchange~~terms ~~Act~~ of ~~1934,~~property asacquisition ~~amended~~and budgeted exploration and development expenditures. AsMineral ~~part~~property ofacquisition ~~such~~costs ~~evaluation,~~are ~~management considered~~expensed as incurred if the criteria ~~matters~~for ~~discussed~~capitalization ~~below~~are ~~relating~~not tomet. ~~internal~~In ~~control~~the ~~over financial~~event ~~reporting.~~that ~~Based~~mineral onproperty acquisition ~~this~~costs ~~evaluation,~~are ~~our~~paid with Company’s ~~Chief~~shares, ~~Executive Officer~~those ~~and~~shares ~~Chief~~are ~~Financial~~recorded ~~Officer~~at ~~have~~the estimated ~~concluded~~fair ~~that~~value ~~our~~at ~~Company’s~~the ~~disclosure controls~~time ~~and~~the ~~procedures~~shares ~~were~~are ~~not~~due ~~effective~~in asaccordance with the terms of ~~August~~the ~~31,~~property ~~2014~~agreements.

~~Changes in Internal Control over Financial Reporting~~ 22

~~The~~Mineral ~~term~~property ~~“internal~~exploration ~~control~~costs ~~over~~are ~~financial~~expensed ~~reporting׆ is defined~~ as ~~a process designed by, or under the supervision of, the registrant’s principal~~incurred. executive and principal financial officers, or persons performing similar functions, and effected by the registrants board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

25When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and pre-feasibility, the costs incurred to develop such property are capitalized.

•Estimated ~~pertain~~future toremoval ~~the maintenance of records that in reasonable detail accurately~~ and ~~fairly~~site ~~reflect~~restoration ~~the~~costs, ~~transactions~~when determinable ~~and~~are ~~dispositions~~provided ofover the ~~assets~~life of ~~the~~proven ~~registrant;~~reserves •on ~~provide~~a units-of-production ~~reasonable~~basis. ~~assurance~~Costs, ~~that~~which ~~transactions~~include ~~are~~production ~~recorded~~equipment asremoval ~~necessary~~and environmental toremediation, ~~permit~~are ~~preparation~~estimated ofeach ~~financial~~period ~~statements~~by inmanagement ~~accordance~~based ~~with~~on current ~~generally~~regulations, ~~accepted~~actual ~~accounting~~expenses ~~principles~~incurred, and ~~that~~technology ~~receipts~~ and ~~expenditures~~industry standards. ofAny ~~the~~charge ~~registrant~~is ~~are~~included ~~being made only~~ in ~~accordance~~exploration ~~with~~expense ~~authorizations~~or ofthe ~~management~~provision for depletion and ~~directors~~depreciation ofduring the ~~registrant;~~period and •the ~~provide~~actual ~~reasonable~~restoration expenditures ~~assurance~~are ~~regarding~~charged ~~prevention~~to ~~or timely detection of unauthorized acquisition, use or disposition of~~ the ~~registrant’s~~accumulated ~~assets~~provision ~~that~~amounts ~~could~~as ~~have a material effect on the financial statements~~incurred.

AAs ~~material~~of ~~weakness~~the isdate ~~defined~~of inthese ~~Public~~financial ~~Company Accounting Oversight Board Auditing Standard No. 5 as a significant deficiency~~statements, orwe ahave incurred ~~combination~~property ofacquisition ~~significant~~costs ~~deficiencies, in internal control over financial reporting~~ that ~~results~~have inbeen ~~there~~capitalized ~~being~~and ~~more~~property ~~than a remote likelihood that a~~option ~~material~~payments ~~misstatement~~and ofexploration ~~the~~costs ~~annual~~which orhave ~~interim~~been ~~financial statements will not be prevented or detected~~expensed.

~~There~~To date we have not ~~been~~established any ~~changes~~proven inor ~~our~~probable ~~internal control over~~reserves ~~financial~~on ~~reporting that occurred during~~ our ~~fiscal~~mineral ~~quarter ended August 31, 2014 that have materially affected, or are likely to materially affect, our internal control over financial reporting~~properties.

~~PART~~Stock-based IICompensation ~~OTHER INFORMATION~~

~~Item~~We 1account for Stock-Based Compensation under ASC 718 “Compensation – Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ~~Legal~~ASC ~~Proceedings~~718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.

~~Management~~We isaccount ~~not~~for ~~aware~~stock-based ofcompensation ~~any~~awards ~~legal~~to ~~proceedings contemplated~~non-employees byin ~~any~~accordance ~~governmental~~with ~~authority~~ASC or505-50, ~~any~~Equity-Based ~~other~~Payments ~~party~~to ~~involving~~Non-Employees. usUnder ASC 505-50, we determine the fair value of the warrants or ~~our~~stock-based ~~properties.~~compensation Asawards granted as either the fair value of the ~~date~~consideration received or the fair value of ~~this~~the ~~quarterly~~equity ~~report~~instruments issued, nowhichever ~~director,~~is ~~officer~~more reliably measurable. Any stock options or ~~affiliate~~warrants isissued ato non-employees are recorded ~~party~~in ~~adverse~~expense toand usadditional paid-in ~~any~~capital ~~legal~~in ~~proceeding,~~shareholders’ orequity/(deficit) ~~has~~over the anapplicable ~~adverse~~service ~~interest~~periods tousing usvariable inaccounting through the vesting ~~any~~dates ~~legal~~based ~~proceedings~~on the fair value of the options or warrants at the end of each period.

~~Item~~The 1Avalue of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete. ~~Risk~~We ~~Factors~~recognized consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services.

WeRecent ~~are~~Accounting aPronouncements ~~smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.~~

~~Item~~We 2have reviewed recently issued accounting pronouncements and we plan to adopt those that are applicable to us. ~~Unregistered~~We ~~Sales~~do not expect the adoption of ~~Equity~~these ~~Securities~~pronouncements ~~and~~to ~~Use~~have a material impact on our financial position, results of ~~Proceeds~~operations or cash flows.

OnItem May 8, 2014, we issued 182,083 shares to one individual pursuant to the conversion of $21,850 of principal of a convertible debenture issued to such individual on February 19, 2013 at a conversion price of $03.~~12 per~~ ~~share.~~Quantitative Weand ~~relied~~Qualitative onDisclosures ~~the~~About ~~exemption~~Market from registration under the United States Securities Act of 1933, as amended, provided by Section 3(a)(9) thereof, with respect to the issuance of the shares pursuant to the conversion of principal of the such convertible debenture. Risk

OnWe ~~April~~are ~~28,~~exposed ~~2014,~~in wevarying ~~issued~~degrees ~~1,000 shares~~ to ~~one~~a ~~individual pursuant~~variety ~~to the conversion on April 23, 2014~~ of ~~$41,400 of principal of a~~financial ~~convertible~~instrument ~~debenture~~related ~~issued~~risks. toThe ~~such~~Board ~~individual on February 19, 2013 at a conversion price~~ of ~~$0.12~~Directors ~~per~~approves ~~share~~and asmonitors ~~there was a shortfall on~~ the ~~issuance on~~risk ~~April~~management 23processes, ~~2014~~inclusive of ~~1,000~~documented ~~shares~~investment ~~due~~policies, ~~to a clerical error. We relied on the~~counterparty ~~exemption~~limits, ~~from~~and ~~registration~~controlling ~~under~~and ~~the~~reporting ~~United~~structures. ~~States~~The ~~Securities~~type ~~Act~~ of ~~1933,~~ asrisk ~~amended,~~exposure ~~provided by Section 3(a)(9) thereof, with respect to the~~and ~~issuance of~~ the ~~shares~~way ~~pursuant~~in towhich ~~the~~such ~~conversion~~exposure ofis ~~principal~~managed ofis ~~the~~provided ~~such convertible~~as ~~debenture.~~follows:

~~On April~~ 23, 2014, we issued 344,000 shares to one individual pursuant to the conversion of $41,400 of principal of a convertible debenture issued to such individual on February 19, 2013 at a conversion price of $0.12 per share. We relied on the exemption from registration under the United States Securities Act of 1933, as amended, provided by Section 3(a)(9) thereof, with respect to the issuance of the shares pursuant to the conversion of principal of the such convertible debenture.

26Credit risk

OnCredit ~~April~~risk ~~16,~~is ~~2014,~~the werisk ~~issued~~that ~~191,647~~one ~~common~~party ~~shares~~ to ~~one~~a financial ~~individual~~instrument ~~pursuant~~will fail to ~~the~~discharge ~~conversion~~an ofobligation ~~$22,997.70~~and ofcause ~~principal~~the ofother aparty to ~~convertible~~incur ~~debenture~~a ~~issued~~financial loss. Our primary exposure to ~~such~~credit ~~individual~~risk is on ~~February~~our ~~19,~~cash ~~2013~~and cash atequivalents. ~~a conversion~~As ~~price~~most of ~~$0.12~~our ~~per~~cash ~~share.~~and Wecash ~~relied~~equivalents onare held by the ~~exemption~~same bank ~~from~~there is a concentration of credit risk. This risk is managed by using a ~~registration~~major ~~under~~Canadian ~~the~~banks ~~United~~that ~~States~~are ~~Securities~~high ~~Act~~credit ofquality ~~1933,~~financial asinstitutions ~~amended,~~as ~~provided~~determined by ~~Section~~rating ~~3(a)(9)~~agencies. ~~thereof,~~Our ~~with~~secondary ~~respect~~exposure to ~~the~~risk ~~issuance~~is ofon ~~the~~our ~~shares~~other ~~pursuant~~receivables. toThis ~~the~~risk ~~conversion~~is ofminimal ~~principal~~as receivables consist primarily of ~~the~~refundable government ~~such~~goods ~~convertible~~and ~~debenture~~services taxes.

OnLiquidity ~~March~~risk 28, 2014 we issued 500,000 common shares to one entity pursuant to the conversion of $60,000 of principal of a convertible debenture issued to such entity on February 19, 2013 at a conversion price of $0.12 per share. We relied on the exemption from registration under the United States Securities Act of 1933, as amended, provided by Section 3(a)(9) thereof, with respect to the issuance of the shares pursuant to the conversion of principal of the such convertible debenture.

OnLiquidity ~~March~~risk ~~21,~~is ~~2014,~~the risk that we ~~issued~~will ~~2,204,166~~not ~~common~~be ~~shares~~able to ~~one~~meet our ~~entity~~financial ~~pursuant~~obligations toas ~~the~~they ~~conversion~~become ofdue. ~~$264,500~~Our ofobjective ~~principal~~in ofmanaging ~~a convertible~~liquidity ~~debenture~~risk ~~issued~~is to ~~such~~maintain ~~entity~~sufficient onreadily ~~February~~available ~~19,~~capital ~~2013~~in atorder ato ~~conversion~~meet ~~price of~~our ~~$0.12~~liquidity ~~per~~requirements ~~share.~~at Weany ~~relied~~point onin ~~the~~time. ~~exemption~~We ~~from~~achieve ~~registration~~this ~~under the United States Securities Act of 1933, as amended, provided~~ by ~~Section 3(a)(9)~~maintaining ~~thereof,~~sufficient ~~with~~cash ~~respect~~and tocash ~~the~~equivalents ~~issuance~~and ofraising ~~the~~capital ~~shares~~through ~~pursuant~~debt ~~to the conversion~~and/or ofequity ~~principal of the such convertible debenture~~financing.

~~On March 19~~Historically, ~~2014,~~our wesole ~~issued~~source ~~416,666~~of ~~common~~funding ~~shares~~has tobeen ~~one entity pursuant to~~ the ~~conversion~~ issuance of ~~$50,000~~equity ofsecurities ~~principal~~for ~~of a convertible debenture issued to such entity on February 19~~cash, ~~2013~~primarily atthrough aprivate ~~conversion~~placements. ~~price~~Our ofaccess ~~$0.12~~to ~~per~~financing ~~share.~~is Wealways ~~relied~~uncertain. onThere ~~the~~can ~~exemption~~be ~~from~~no ~~registration~~assurance ~~under the United States Securities Act~~ of ~~1933,~~continued ~~as amended, provided by Section 3(a)(9)~~access ~~thereof, with respect~~ to ~~the~~significant ~~issuance~~equity ~~of the shares pursuant to the conversion of principal of the such convertible debenture~~funding.

~~Item~~Foreign 3.exchange ~~Defaults~~risk ~~Upon Senior Securities~~

~~None~~Foreign exchange risk is the risk that we will be subject to foreign currency fluctuations in satisfying obligations related to our foreign activities. We operate primarily in Canada and the United States and are consequently exposed to foreign exchange risk arising from transactions denominated in foreign currency. Fluctuations in foreign currency exchange rates may affect our results of operations. We manage foreign exchange risk by closely monitoring relevant exchange rates and when possible, executes currency exchange transactions at times when exchange rates are most advantageous for us. We do not use hedging to manage its foreign exchange risk.

~~Item~~Interest 4.rate ~~Mine~~risk ~~Safety Disclosures~~

~~Not~~Interest ~~applicable~~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. We are exposed to interest rate risk on our cash equivalents as these instruments have original maturities of three months or less and are therefore exposed to interest rate fluctuations on renewal.

Item 54. ~~Other~~Controls ~~Information~~and Procedures

~~None.~~ Disclosure Controls and Procedures

~~Item~~We 6maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, Joshua Bleak (being our principal executive officer), and our Chief Financial Officer, Jeffrey Kirk (being our principal financial and accounting officer), to allow for timely decisions regarding required disclosure. ~~Exhibits~~Our Chief Executive Officer and our Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for our Company.

Exhibit No.	Document
3.1.1	Certificate of Registration(2)
3.1.2	Certificate of Modification, dated January 21, 1994(2)
3.1.3	Certificate of Modification, dated November 11, 1996(2)
3.1.4	Certificate of Modification, dated June 16, 2004(2)
3.1.5	Certificate of Modification, dated October 17, 2007(2)
3.1.6	Certificate of Modification, dated November 10, 2009(2)
3.1.7	Certificate of Continuation, dated April 26, 2011(3)
3.1.8	Notice of Articles, dated May 31, 2012(3)
3.2	Articles(1)

Our management has evaluated the effectiveness of our disclosure controls and procedures as of November 30, 2014 (under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer), pursuant to Rule 13a-15(b) promulgated under the Securities Exchange Act of 1934, as amended. As part of such evaluation, management considered the matters discussed below relating to internal control over financial reporting.

27 24

Exhibit No.	Document
3.3	Articles as altered on September 12, 2013(13)
4.1	Share Option Plan dated August 25, 2011(1)
4.2	Share Rights Plan(1)
10.1	Mineral Property Option Agreement between Southwest Exploration, Inc. and Passport Potash Inc., dated September 30, 2008(2)
10.2	Amendment No. 1 to Mineral Property Option Agreement between Southwest Exploration, Inc. and Passport Potash Inc., dated September 18, 2009(1)
10.3	Option Agreement between Twin Buttes Ranch, LLC and Passport Potash Inc., dated August 28, 2009(3)
10.4	Amendment Agreement to Option Agreement between Twin Buttes Ranch, LLC and Passport Potash Inc., dated September 7, 2010(1)
10.5	Amendment No. 2 to Mineral Property Option Agreement between Southwest Exploration, Inc. and Passport Potash Inc., dated October 1, 2010(1)
10.6	Mineral Property Option Agreement between Mesa Uranium Corp. and Passport Potash Inc., dated August 31, 2010(3)
10.7	Option of Arizona Exploration Leases Agreement between Sweetwater River Resources, LLC, American Potash, LLC and Passport Potash Inc., dated November 12, 2010(3)
10.8	Option Agreement between Ringbolt Ventures Ltd., Potash Green, LLC, Wendy Walker Tibbetts, Joseph J. Hansen and Passport Potash Inc., dated March 28, 2011(3)
10.9	Cooperative Agreement between Hopi Tribe and Passport Potash Inc., dated March 8, 2011(3)
10.10	Agreement between Southwest Exploration, Inc. and Passport Potash Inc., dated February 13, 2012(3)
10.11	Property Purchase Agreement between Fitzgerald Living Trust and Passport Potash Inc., dated May 7, 2012(2)
10.12	Joint Exploration Agreement between HNZ Potash, LLC and Passport Potash Inc., dated July 27, 2012(2)
10.13	Amendment Agreement between Passport Potash Inc., North American Potash Developments Inc., Potash Green, LLC, Wendy Walker Tibbetts and Joseph J. Hansen, dated October 30, 2012(4)
10.14	Joint Exploration Agreement between Passport Potash Inc. and The Hopi Tribe, dated effective November 1, 2012(5)
10.15	Amendment to Agreement to Purchase Real Estate between Passport Potash Inc. and the Fitzgerald Living Trust, dated November 8, 2012(5)
10.16	Second Amendment Agreement between Passport Potash Inc., North American Potash Developments Inc., Potash Green, LLC, Wendy Walker Tibbetts and Joseph J. Hansen, dated December 8, 2012(6)
10.17	Agreement to Amend and Restate Agreement to Purchase Real Estate between Fitzgerald Living Trust and Passport Potash Inc., dated May 29, 2013(8)
10.18	Form of Placement Agent Agreement (12)
10.19	Amendment to Option Agreement between Passport Potash Inc. and Twin Buttes Ranch, LLC, dated December 4, 2009(12)
10.20	Amendment to Option Agreement between Passport Potash Inc. and Twin Buttes Ranch, LLC, dated August 20, 2013(11)

Based on this evaluation, our Company’s Chief Executive Officer and Chief Financial Officer have concluded that our Company’s disclosure controls and procedures were not effective as of November 30, 2014.

28Changes in Internal Control over Financial Reporting

Exhibit No.	Document
10.21	Mining Lease between Passport Potash Inc. and Twin Buttes Ranch, LLC, dated December 4, 2009 (included in Exhibit 10.19)(12)
10.22	Amendment to Mining Lease between Passport Potash Inc. and Twin Buttes Ranch, LLC, dated August 20, 2013(11)
20.1	Advance Notice Policy, dated July 22, 2013(10)
21.1	Subsidiaries of the Issuer(14)
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.*
31.2	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.*
32.1	Certification of Chief Executive Officer and Chief Financial officer Under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act.*
99.1	Consulting Agreement between Upstream Consulting and Passport Potash Inc., dated effective December 1, 2011(3)
99.2	Form of Professional Services Agreement between R. Dennis Ickes and Passport Potash Inc., dated December 14, 2011(2)
99.3	Consulting Agreement between Transnational Enterprises Ltd. and Passport Potash Inc., dated January 1, 2012(3)
99.4	Consulting Agreement between Double Jointed Solutions, LLC and Passport Potash Inc., dated January 16, 2012(2)
99.5	Consulting Agreement between Jerry Aiken and Passport Potash Inc., dated January 25, 2012(2)
99.6	Form of Convertible Debenture(7)
99.7	Consulting Agreement between Schlumpberger Inc. and Passport Potash Inc., dated June 3, 2013(9)

The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

~~Notes:~~pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

(*)	Filed herewith.
(1)	Filed as an exhibit to our Registration Statement on Form 10 as filed with the SEC on June 29, 2012 and incorporated herein by reference.
(2)	Filed as an exhibit to our Registration Statement on Form 10 (Amendment No. 1) as filed with the SEC on September 21, 2012 and incorporated herein by reference.
(3)	Filed as an exhibit to our Registration Statement on Form 10 (Amendment No. 2) as filed with the SEC on October 12, 2012 and incorporated herein by reference.
(4)	Filed as an exhibit to our Current Report on Form 8-K as filed with the SEC on November 8, 2012 and incorporated herein by reference.
(5)	Filed as an exhibit to our Current Report on Form 8-K as filed with the SEC on November 23, 2012 and incorporated herein by reference.
(6)	Filed as an exhibit to our Quarterly Report on Form 10-Q as filed with the SEC on January 14, 2013 and incorporated herein by reference.
(7)	Filed as an exhibit to our Current Report on Form 8-K as filed with the SEC on February 25, 2013 and incorporated herein by reference.
(8)	Filed as an exhibit to our Annual Report on Form 10-K as filed with the SEC on May 31, 2013 and incorporated herein by reference.
(9)	Filed as an exhibit to our Quarterly Report on Form 10-Q as filed with the SEC on July 15, 2013 and incorporated herein by reference.
(10)	Filed as an exhibit to our Current Report on Form 8-K as filed with the SEC on July 24, 2013 and incorporated herein by reference.

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and
29provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements.

(11)	Filed as an exhibit to our Current Report on Form 8-K as filed with the SEC on August 23, 2013 and incorporated herein by reference.
(12)	Filed as an exhibit to our Registration Statement on Form S-1/A (Amendment No. 4) as filed with the SEC on August 26, 2013 and incorporated herein by reference.
(13)	Field as an exhibit to our Quarterly Report on Form 10-Q as filed with the SEC on October 15, 2013 and incorporated herein by reference.
(14)	Filed as an exhibit to our Annual Report on Form 10-K as filed with the SEC on June 13, 2014 and incorporated herein by reference.

A material weakness is defined in Public Company Accounting Oversight Board Auditing Standard No. 5 as a significant deficiency, or a combination of significant deficiencies, in internal control over financial reporting that results in there being more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

There have not been any changes in our internal control over financial reporting that occurred during our fiscal quarter ended November 30, 2014 that have materially affected, or are likely to materially affect, our internal control over financial reporting.

~~SIGNATURES~~PART II – OTHER INFORMATION

~~Pursuant~~Item ~~to the requirements of the Securities Exchange Act~~1. ofLegal ~~1934,~~Proceedings ~~the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~

PASSPORT POTASH INC.
By:	/s/ Joshua Bleak
	Joshua Bleak
	President, Chief Executive Officer and a director
	(Principal Executive Officer)
	Date: October 21, 2014
By:	/s/ Bill Allred
	Bill Allred
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting
	Officer)
	Date: October 21, 2014

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this quarterly report, no director, officer or affiliate is a party adverse to us in any legal proceeding, or has an adverse interest to us in any legal proceedings.

31Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On May 8, 2014, we issued 182,083 shares to one individual pursuant to the conversion of $21,850 of principal of a convertible debenture issued to such individual on February 19, 2013 at a conversion price of $0.12 per share. We relied on the exemption from registration under the United States Securities Act of 1933, as amended, provided by Section 3(a)(9) thereof, with respect to the issuance of the shares pursuant to the conversion of principal of the such convertible debenture.

On April 28, 2014, we issued 1,000 shares to one individual pursuant to the conversion on April 23, 2014 of $41,400 of principal of a convertible debenture issued to such individual on February 19, 2013 at a conversion price of $0.12 per share as there was a shortfall on the issuance on April 23, 2014 of 1,000 shares due to a clerical error. We relied on the exemption from registration under the United States Securities Act of 1933, as amended, provided by Section 3(a)(9) thereof, with respect to the issuance of the shares pursuant to the conversion of principal of the such convertible debenture.

On April 23, 2014, we issued 344,000 shares to one individual pursuant to the conversion of $41,400 of principal of a convertible debenture issued to such individual on February 19, 2013 at a conversion price of $0.12 per share. We relied on the exemption from registration under the United States Securities Act of 1933, as amended, provided by Section 3(a)(9) thereof, with respect to the issuance of the shares pursuant to the conversion of principal of the such convertible debenture.

On April 16, 2014, we issued 191,647 common shares to one individual pursuant to the conversion of $22,997.70 of principal of a convertible debenture issued to such individual on February 19, 2013 at a conversion price of $0.12 per share. We relied on the exemption from registration under the United States Securities Act of 1933, as amended, provided by Section 3(a)(9) thereof, with respect to the issuance of the shares pursuant to the conversion of principal of the such convertible debenture.

On March 28, 2014 we issued 500,000 common shares to one entity pursuant to the conversion of $60,000 of principal of a convertible debenture issued to such entity on February 19, 2013 at a conversion price of $0.12 per share. We relied on the exemption from registration under the United States Securities Act of 1933, as amended, provided by Section 3(a)(9) thereof, with respect to the issuance of the shares pursuant to the conversion of principal of the such convertible debenture.

On March 21, 2014, we issued 2,204,166 common shares to one entity pursuant to the conversion of $264,500 of principal of a convertible debenture issued to such entity on February 19, 2013 at a conversion price of $0.12 per share. We relied on the exemption from registration under the United States Securities Act of 1933, as amended, provided by Section 3(a)(9) thereof, with respect to the issuance of the shares pursuant to the conversion of principal of the such convertible debenture.

On March 19, 2014, we issued 416,666 common shares to one entity pursuant to the conversion of $50,000 of principal of a convertible debenture issued to such entity on February 19, 2013 at a conversion price of $0.12 per share. We relied on the exemption from registration under the United States Securities Act of 1933, as amended, provided by Section 3(a)(9) thereof, with respect to the issuance of the shares pursuant to the conversion of principal of the such convertible debenture.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.	Document
3.1.1	Certificate of Registration⁽²⁾
3.1.2	Certificate of Modification, dated January 21, 1994⁽²⁾
3.1.3	Certificate of Modification, dated November 11, 1996⁽²⁾
3.1.4	Certificate of Modification, dated June 16, 2004⁽²⁾
3.1.5	Certificate of Modification, dated October 17, 2007⁽²⁾
3.1.6	Certificate of Modification, dated November 10, 2009⁽²⁾
3.1.7	Certificate of Continuation, dated April 26, 2011⁽³⁾
3.1.8	Notice of Articles, dated May 31, 2012⁽³⁾
3.2	Articles⁽¹⁾
3.3	Articles as altered on September 12, 2013⁽¹³⁾
4.1	Share Option Plan dated August 25, 2011⁽¹⁾
4.2	Share Rights Plan⁽¹⁾
4.3	Share Option Plan dated October 31, 2014⁽¹⁵⁾
10.1	Mineral Property Option Agreement between Southwest Exploration, Inc. and Passport Potash Inc., dated September 30, 2008⁽²⁾
10.2	Amendment No. 1 to Mineral Property Option Agreement between Southwest Exploration, Inc. and Passport Potash Inc., dated September 18, 2009⁽¹⁾
10.3	Option Agreement between Twin Buttes Ranch, LLC and Passport Potash Inc., dated August 28, 2009⁽³⁾
10.4	Amendment Agreement to Option Agreement between Twin Buttes Ranch, LLC and Passport Potash Inc., dated September 7, 2010⁽¹⁾
10.5	Amendment No. 2 to Mineral Property Option Agreement between Southwest Exploration, Inc. and Passport Potash Inc., dated October 1, 2010⁽¹⁾
10.6	Mineral Property Option Agreement between Mesa Uranium Corp. and Passport Potash Inc., dated August 31, 2010⁽³⁾
10.7	Option of Arizona Exploration Leases Agreement between Sweetwater River Resources, LLC, American Potash, LLC and Passport Potash Inc., dated November 12, 2010⁽³⁾
10.8	Option Agreement between Ringbolt Ventures Ltd., Potash Green, LLC, Wendy Walker Tibbetts, Joseph J. Hansen and Passport Potash Inc., dated March 28, 2011⁽³⁾
10.9	Cooperative Agreement between Hopi Tribe and Passport Potash Inc., dated March 8, 2011⁽³⁾
10.10	Agreement between Southwest Exploration, Inc. and Passport Potash Inc., dated February 13, 2012⁽³⁾
10.11	Property Purchase Agreement between Fitzgerald Living Trust and Passport Potash Inc., dated May 7, 2012⁽²⁾
10.12	Joint Exploration Agreement between HNZ Potash, LLC and Passport Potash Inc., dated July 27, 2012⁽²⁾

Exhibit No.	Document
10.13	Amendment Agreement between Passport Potash Inc., North American Potash Developments Inc., Potash Green, LLC, Wendy Walker Tibbetts and Joseph J. Hansen, dated October 30, 2012⁽⁴⁾
10.14	Joint Exploration Agreement between Passport Potash Inc. and The Hopi Tribe, dated effective November 1, 2012⁽⁵⁾
10.15	Amendment to Agreement to Purchase Real Estate between Passport Potash Inc. and the Fitzgerald Living Trust, dated November 8, 2012⁽⁵⁾
10.16	Second Amendment Agreement between Passport Potash Inc., North American Potash Developments Inc., Potash Green, LLC, Wendy Walker Tibbetts and Joseph J. Hansen, dated December 8, 2012⁽⁶⁾
10.17	Agreement to Amend and Restate Agreement to Purchase Real Estate between Fitzgerald Living Trust and Passport Potash Inc., dated May 29, 2013⁽⁸⁾
10.18	Form of Placement Agent Agreement ⁽¹²⁾
10.19	Amendment to Option Agreement between Passport Potash Inc. and Twin Buttes Ranch, LLC, dated December 4, 2009⁽¹²⁾
10.20	Amendment to Option Agreement between Passport Potash Inc. and Twin Buttes Ranch, LLC, dated August 20, 2013⁽¹¹⁾
10.21	Mining Lease between Passport Potash Inc. and Twin Buttes Ranch, LLC, dated December 4, 2009 (included in Exhibit 10.19)⁽¹²⁾
10.22	Amendment to Mining Lease between Passport Potash Inc. and Twin Buttes Ranch, LLC, dated August 20, 2013⁽¹¹⁾
20.1	Advance Notice Policy, dated July 22, 2013⁽¹⁰⁾
21.1	Subsidiaries of the Issuer⁽¹⁴⁾
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.*
31.2	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.*
32.1	Certification of Chief Executive Officer and Chief Financial officer Under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act.*
99.1	Consulting Agreement between Upstream Consulting and Passport Potash Inc., dated effective December 1, 2011⁽³⁾
99.2	Form of Professional Services Agreement between R. Dennis Ickes and Passport Potash Inc., dated December 14, 2011⁽²⁾
99.3	Consulting Agreement between Transnational Enterprises Ltd. and Passport Potash Inc., dated January 1, 2012⁽³⁾
99.4	Consulting Agreement between Double Jointed Solutions, LLC and Passport Potash Inc., dated January 16, 2012⁽²⁾
99.5	Consulting Agreement between Jerry Aiken and Passport Potash Inc., dated January 25, 2012⁽²⁾
99.6	Form of Convertible Debenture⁽⁷⁾
99.7	Consulting Agreement between Schlumpberger Inc. and Passport Potash Inc., dated June 3, 2013⁽⁹⁾
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema*

Exhibit No.	Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase*
101.DEF	XBRL Taxonomy Extension Definition Linkbase*
101.LAB	XBRL Taxonomy Extension Label Linkbase*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase*

Notes:

(*)	Filed herewith.
(1)	Filed as an exhibit to our Registration Statement on Form 10 as filed with the SEC on June 29, 2012 and incorporated herein by reference.
(2)	Filed as an exhibit to our Registration Statement on Form 10 (Amendment No. 1) as filed with the SEC on September 21, 2012 and incorporated herein by reference.
(3)	Filed as an exhibit to our Registration Statement on Form 10 (Amendment No. 2) as filed with the SEC on October 12, 2012 and incorporated herein by reference.
(4)	Filed as an exhibit to our Current Report on Form 8-K as filed with the SEC on November 8, 2012 and incorporated herein by reference.
(5)	Filed as an exhibit to our Current Report on Form 8-K as filed with the SEC on November 23, 2012 and incorporated herein by reference.
(6)	Filed as an exhibit to our Quarterly Report on Form 10-Q as filed with the SEC on January 14, 2013 and incorporated herein by reference.
(7)	Filed as an exhibit to our Current Report on Form 8-K as filed with the SEC on February 25, 2013 and incorporated herein by reference.
(8)	Filed as an exhibit to our Annual Report on Form 10-K as filed with the SEC on May 31, 2013 and incorporated herein by reference.
(9)	Filed as an exhibit to our Quarterly Report on Form 10-Q as filed with the SEC on July 15, 2013 and incorporated herein by reference.
(10)	Filed as an exhibit to our Current Report on Form 8-K as filed with the SEC on July 24, 2013 and incorporated herein by reference.
(11)	Filed as an exhibit to our Current Report on Form 8-K as filed with the SEC on August 23, 2013 and incorporated herein by reference.
(12)	Filed as an exhibit to our Registration Statement on Form S-1/A (Amendment No. 4) as filed with the SEC on August 26, 2013 and incorporated herein by reference.
(13)	Field as an exhibit to our Quarterly Report on Form 10-Q as filed with the SEC on October 15, 2013 and incorporated herein by reference.
(14)	Filed as an exhibit to our Annual Report on Form 10-K as filed with the SEC on June 13, 2014 and incorporated herein by reference.
(15)	Filed as an exhibit to our Current Report on Form 8-K as filed with the SEC on November 5, 2014 and incorporated herein by reference.

SIGNATURES

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

PASSPORT POTASH INC.

	By:	/s/ Joshua Bleak
		Joshua Bleak
		President, Chief Executive Officer and a director
		(Principal Executive Officer)
		Date: January 19, 2015




	By:	/s/ Jeffrey Kirk
		Jeffrey Kirk
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)
		Date: January 19, 2015

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