CAN CAL RESOURCES LTD (Form: 10-K, Received: 01/07/2016 13:34:36)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2014

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

Commission file number 000-26669

CAN-CAL RESOURCES LTD.

(Exact name of registrant as specified in its charter)

Nevada		86-0865852
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

#802, 228 – 26 Avenue S.W.
Calgary, Alberta, Canada		T2S 3C6
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (403) 561 9490

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $0.001 par value Preferred Stock, $0.001 par value, 5% cumulative

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

o Yes x No

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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.

o Yes x No

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

o Yes x No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

o Yes x No

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

Large accelerated filer o	Accelerated filer o

Non-accelerated filer o (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).

o Yes x No

The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $1,914,798 as of computed by reference to the sale price of a share of the registrant’s Common Stock on December 30, 2014 reported by OTC Bulletin Board (Ref: Bloomberg). The voting stock held by non-affiliates on that date consisted of 38,295,972 shares of common stock.

The number of shares outstanding of each of the registrant’s classes of common stock, as of December 31,2014 was 42,027,060 shares of common stock, $0.001 par value held by approximately 180 shareholders.

Documents Incorporated by Reference

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None.

CAN-CAL RESOURCES LTD.

FORM 10-K

TABLE OF CONTENTS

		Page

PART I		2
	Item 1. Business (and Information for Item 2 on Properties)	2
	Item 1A. Risk Factors	3
	Item 1B. Unresolved Staff Comments	7
	Item 2. Properties	7
	Item 3. Legal Proceedings	15
	Item 4. Mine Safety Disclosures	15

PART II		16
	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16
	Item 6. Selected Financial Data	17
	Item 7. Management’s Discussion and Analysis	17
	Item 7A. Quantitative and Qualitative Disclosures about Market Risk	20
	Item 8. Financial Statements and Supplementary Data	20
	Item 9. Changes and Disagreements with Accountants on Accounting and Financial Disclosure	20
	Item 9A Controls and Procedures	20
	Item 9B. Other Information	21

Part III		22
	Item 10. Directors, Executive Officers and Corporate Governance	22
	Item 11. Executive Compensation	24
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	24
	Item 13. Certain Relationships and Related Transactions, and Director Independence	25
	Item 14. Principal Accountant Fees and Services	25

Part IV		26
	15. Exhibits, Financial Statement Schedules	26

FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are made. You should, however, consult further disclosures we make in this Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

the unavailability of funds for capital expenditures;

inability to efficiently manage our operations;

inability to achieve future operating results;

inability to raise additional financing for working capital;

the inability of management to effectively implement our strategies and business plans;

our ability to recruit and hire key employees;

our ability to diversify our operations;

actions and initiatives taken by both current and potential competitors;

deterioration in general or regional economic, market and political conditions;

the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain;

adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate; and

the other risks and uncertainties detailed in this report.

In this form 10-K references to “Can-Cal”, “the Company”, “we,” “us,” “our” and similar terms refer to Can-Cal Resources Ltd.

AVAILABLE INFORMATION

Can-Cal files annual, quarterly, current and special reports and other information with the SEC. You can read these SEC filings and reports over the Internet at the SEC’s website at www.sec.gov or on our website at www.can-cal.com . You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for further information on the operations of the public reference facilities. We will provide a copy of our annual report to security holders, including audited financial statements, at no charge upon receipt to of a written request to us at Can-Cal Resources Ltd., 127 Estelle Avenue, Toronto, Ontario, Canada M2N 5H6.

PART I

Item 1. Business (and Information for Item 2 on Properties).

Business Development

Can-Cal Resources Ltd. (“Can-Cal” or the “Company”) is a Nevada corporation incorporated on March 22, 1995 under the name of British Pubs USA, Inc. as a wholly owned subsidiary of 305856 B.C., Ltd. d/b/a N.W. Electric Carriage Company (“NWE”), a British Columbia, Canada company (“NWE”). On April 12, 1995, NWE exchanged shares of British Pubs USA, Inc. for shares of NWE held by its existing shareholders, on a share for share basis. NWE changed its name to Can-Cal Resources Ltd. on July 2, 1996.

In January 1999, the Company sold its wholly-owned Canadian subsidiary, Scotmar Industries, Inc., which was engaged in the business of buying and salvaging damaged trucks from insurance companies for resale of guaranteed truck part components. The subsidiary was sold for a profit and the proceeds used to acquire and explore mineral properties, as the Company determined that the subsidiary would lose money in the vehicle salvage business unless more capital was obtained at that time specifically for that business.

Business of Issuer

The Company is an exploration company. Since 1996, we have examined various mineral properties prospective for precious metals and minerals and acquired those deemed promising. We own, lease or have mining interest in two mineral properties in the southwestern United States (California and Arizona, as follows: Cerbat, Arizona; and Pisgah, California. The Company formerly had an interest in a property in Owl Canyon, California, and Wikieup, Arizona but these were abandoned.

Prior to 2003, the Company performed numerous “in-house” assays on mineral samples from our properties in the United States. An assay is a test performed on a sample of minerals to determine the quantity of one or more elements contained in the sample. The in-house work was conducted with our equipment by persons under Can-Cal contract who are experienced in performing assays, but who were not independent of us. We also sent samples of materials from which we obtained the most promising results to outside independent assayers to confirm in-house results.

In 2003, the Company incorporated a wholly owned subsidiary in Mexico, Sierra Madre Resources S.A. de C.V. (“SMR”), to be an operating entity for mining-related acquisitions and activities in Mexico. In February 2004, SMR acquired a 100% interest in a gold-silver mineral concession, in Durango State, Mexico. In July 2004, SMR applied to the Mexican Government for a gold-silver concession, also in Durango State, Mexico. These were exploration stage properties, referred to in previous Company reports as “Arco Project” and “Arco 2 Project”. In November 2004, SMR applied to Mexico’s Director of Mines for three grass roots, gold-silver exploration concessions located in the State of Chihuahua, Mexico. These applications were subsequently cancelled in February 2005 due to incomplete application filings. SMR may reapply for one or more of these concessions in the future, but has currently ceased operations in Mexico.

The Company’s current focus has changed from Mexico to the United States with present emphasis on the Pisgah Mountain property (“Pisgah Property”).

All the United States properties are considered “grass roots” because they are not known to contain reserves of precious metals or other minerals (a reserve is that portion of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination). None of these properties is in production.

Can-Cal is currently an exploration stage company. An entity remains in the exploration stage until such time as proven or probable reserves have been established for its deposits. Upon the location of commercially mineable reserves, in the event that we are successful in locating commercially mineable reserves, the Company plans to prepare for mineral extraction and enter the development stage. To date, the exploration stage of the Company’s operations consists of contracting with geologists who sample and assess the mining viability of the Company’s claims.

To the extent that financing is available, we intend to explore, develop, and, if producible and warranted, bring into production precious metals properties for either on our own account or in conjunction with joint venture partners (in those instances where we acquire less than a 100% interest in a property). However, either due to a combination of a lack of available financing, the number of properties which merit development, and/or the scope of the exploration and development work of a particular property being beyond the Company’s financial and administrative capabilities, the Company may contract out one or more of its properties to other mining companies.

Executive offices are located at #802, 228 – 26 Avenue S.W., Calgary, Alberta, Canada T2S 3C6 (tel. (403) 561 9490).

Item 1A. Risk Factors.

In the course of conducting our business operations, we are exposed to a variety of risks that are inherent to our industry specifically, and to early stage companies and for investments in securities, generally. The following discusses some of the key inherent risk factors that could affect our business and operations, as well as other risk factors which are particularly relevant to us in the current period of significant economic and market disruption. Other factors besides those discussed below or elsewhere in this report also could adversely affect our business and operations, and these risk factors should not be considered a complete list of potential risks that may affect us.

Risk Factors Related to Our Business

Losses to Date and General Risks Faced by the Company.

We are an exploration stage company engaged in the acquisition and exploration of precious metals mineral properties. To date, we have no producing properties. As a result, we have had minimal sources of operating revenue and we have historically operated and continue to operate at a loss. For the year ended December 31, 2014, the Company recorded a net loss of $222,966 and had an accumulated deficit of $10,915,506 at that date. Our ultimate success will depend on our ability to generate profits from our properties.

We lack material operating cash flow and rely on external funding sources. If we are unable to continue to obtain needed capital from outside sources, we will be forced to reduce, curtail or cease our operations. Furthermore the, planned exploration and development of the mineral properties in which we hold interests depends upon our ability to obtain financing through:

Bank or other debt financing,

Equity financing, or

Other means.

As a mineral exploration company, our ability to commence production and generate profits is dependent on our ability to discover viable and economic mineral reserves. Our ability to discover such reserves are subject to numerous factors, many of which are beyond our control and are not predictable.

Exploration for minerals is speculative in nature, involves many risks and is frequently unsuccessful. Any mineral exploration program entails risks relating to:

The location of economic ore bodies,

Development of appropriate metallurgical processes,

Receipt of necessary governmental approvals, and

Construction of mining and processing facilities at any site chosen for mining.

The commercial viability of a mineral deposit is dependent on a number of factors including:

The price of various minerals,

Exchange rates,

The particular attributes of the deposit, such as its size, grade and proximity to infrastructure, financing costs, taxation, royalties, land tenure, land use, water use, power use, and foreign government regulations restricting importing and exporting minerals and environmental protection requirements.

All of the mineral properties in which we have an interest or right are in the exploration stages only and are without mineral reserves. We cannot assure that current or proposed exploration or development programs on properties in which we have an interest will result in the discovery of any minerals or mineral reserves or will result in a profitable commercial mining operation.

The audit report on the financial statements at December 31, 2014 has a “going concern” qualification, which means we may not be able to continue operations unless we obtain additional funding and are successful with our strategic plan.

We have experienced losses since inception. The extended period over which losses have been experienced is principally attributable to the fact that a lot of money has been spent on exploring grass roots mineral properties to determine if precious metals might be present in economic quantities. In order to fund future activities the Company must identify and verify the presence of precious metals in economic quantities, which is currently ongoing “In House” in addition to independent third party testing. If economic results are identified, the Company then would either seek to raise capital itself, to put the Pisgah Property and the Wikieup properties into production, or sell the properties to another company, or place the properties into a joint venture with another company.

Attaining these objectives will require capital, which the Company will have to obtain principally by selling stock or income generation. However, we have currently have no definitive arrangements in place to raise the necessary capital to continue operations for any extended period of time, and have generally relied upon relatively small, and intermittent infusions to sustain operations.

If we do not obtain additional financing, our business will fail.

Our current operating funds are less than necessary to complete all intended objectives and therefore we will need to obtain additional financing or commencement of income generation in order to continue in business. We currently do not have any operations. Our only source of income at present is from two third parties.

On May 1, 1998, the Company entered into a Mining Lease Agreement for the Pisgah Property with Twin Mountain Rock Venture, a California general partnership (“Twin Mountain,”). The agreement provides that Twin Mountain will pay minimum annual rental payments of $22,500 for the initial term and $27,500 per year for the additional term. Twin Mountain is also obligated to pay a monthly production royalty for all material removed from the premises.

On March 3, 2014, the Company entered into an amended material supply agreement with Candeo Lava Products Inc. for the Pisgah Property, pursuant to which, it will pre-purchase a minimum of ten thousand (10,000) tons per year at a purchase price of fifteen dollars ($15.00 USD) per ton for a total payment of $150,000 USD per year in each of the first three years of the term.

We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor acceptance of our business model and general market conditions. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

The most likely source of future funds presently available to us is through the sale of equity capital in one or more negotiated private sale transactions. Any sale of share capital will result in dilution to existing shareholders.

As an exploration company, we are subject to the risks of the minerals business.

The exploration for minerals is highly speculative and involves risks different from and in some instances greater than risks encountered by companies in other industries. Without extensive technical and economic feasibility studies, no one can know if any property can be mined at a profit. Most exploration programs do not result in the discovery of mineralization that leads to commercially viable mining activities and most exploration programs never recover the funds invested in them. Furthermore, even with promising reserve reports and feasibility studies, profits cannot be assured. We have not systematically drilled and sampled any of our properties to confirm the presence of any concentrations of precious metals, and drilling and sampling results to date have been inconclusive.

The British Columbia Securities Commission has required us to obtain a report by an independent consultant qualified under the standards of the BCSC.

The British Columbia Securities Commission (“BCSC”) previously required the Company to obtain a report by an independent consultant qualified under the standards of the BCSC. Under British Columbia securities laws, all disclosure of scientific or technical information, including disclosure of a mineral resource or mineral reserve must be based on information prepared by or under the supervision of an independent third party who is “qualified” under the terms of that law. The Company was therefore required under order to supply such verification by a “qualified” third party consultant, and its stock was prohibited from trading in British Columbia until the BCSC accepted such verification. The BCSC also requested documentation regarding all subscribers to the Company stock who were at such time residing in British Columbia. The Company subsequently retained a “qualified” third party consultant who prepared and filed the necessary reports with the BCSC. If the BCSC continues with additional investigatory proceedings, it will require the Company to expend additional funds on legal and accounting fees, which will have a negative impact on our resources available for exploration and general operating activities.

There is substantial risk that such testing on the United States properties would show limited concentrations of precious metals, and such testing may show a lack of precious metals in the properties. Any positive test results will only confirm the presence of precious metals in the samples, and it cannot be assumed that precious metals-bearing materials exist outside of the samples tested.

Policy changes.

Changes in regulatory or political policy could adversely affect our exploration and future production activities. Any changes in government policy, in the United States or other countries where properties are or may be held, could result in changes to laws affecting ownership of assets, land tenure, mining policies, taxation, environmental regulations, and labor relations.

Environmental costs.

Compliance with environmental regulations could adversely affect our exploration and future production activities. There can be no assurance that future changes to environmental legislation and related regulations, if any, will not adversely affect our operations.

Future reserve estimates.

All of the mineral properties in which we have an interest or right are in the exploration stages only and are without reserves of any minerals. Even if and when we can prove such reserves, reserve estimates may not be accurate. There is a degree of uncertainty attributable to any calculation of reserves or resources. Until reserves or resources are actually mined and processed, the quantity of reserves or resources must be considered as estimates only. In addition, the quantity of reserves or resources may vary depending on metal prices. Any material change in the quantity of reserves, resource grade or stripping ratio may affect the economic viability of our properties. In addition, there can be no assurance that mineral recoveries in small-scale laboratory tests will be duplicated in large tests under on-site conditions or during production.

The possibility of a global financial crisis may significantly impact our business and financial condition for the foreseeable future.

The credit crisis and related turmoil in the global financial system may adversely impact our business and our financial condition, and we may face challenges if conditions in the financial markets do not improve. Our ability to access the capital markets may be restricted at a time when we would like, or need, to raise financing, which could have a material negative impact on our flexibility to react to changing economic and business conditions. The economic situation could have a material negative impact on our lenders or customers, causing them to fail to meet their obligations to us. We will need additional capital and financing to fund our fiscal 2014 operating forecast. There is no assurance that additional capital or financing will be available to us on terms that are acceptable to us or at all.

Risks Related to Our Securities

Because our common stock is deemed a low-priced “Penny” stock, an investment in our common stock should be considered high risk and subject to marketability restrictions.

Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to

Deliver to the customer, and obtain a written receipt for, a disclosure document;

Disclose certain price information about the stock;

Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;

Send monthly statements to customers with market and price information about the penny stock; and

In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.

Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.

The market price of our Common Stock is, and is likely to continue to be, highly volatile and subject to wide fluctuations.

The market price of our Common Stock is likely to continue to be highly volatile and could be subject to wide fluctuations in response to a number of factors, some of which are beyond our control, including but not limited to:

dilution caused by our issuance of additional shares of Common Stock and other forms of equity securities;

announcements of new acquisitions, expansions or other business initiatives by us or our potential competitors;

our ability to take advantage of new acquisitions, expansions or other business initiatives;

quarterly variations in our revenues and operating expenses;

changes in the valuation of similarly situated companies, both in our industry and in other industries;

challenges associated with timely SEC filings;

illiquidity and lack of marketability by being an OTC quoted stock;

changes in analysts’ estimates affecting our company, our competitors and/or our industry;

changes in the accounting methods used in or otherwise affecting our industry;

additions and departures of key personnel;

announcements of technological innovations or new products;

fluctuations in interest rates and the availability of capital in the capital markets; and

significant sales of our Common Stock, including sales by selling shareholders following the registration of shares under a prospectus.

These and other factors are largely beyond our control, and the impact of these risks, singly or in the aggregate, may result in material adverse changes to the market price of our Common Stock and our results of operations and financial condition.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Shareholders will experience dilution upon the exercise of options and issuance of common stock under our incentive plans.

As of December 31, 2014, we had no options outstanding under our 2003 Non-Qualified Option Plan. Our 2003 Non-Qualified Option Plan permitted us to issue up to 1,500,000 shares of our common stock either upon exercise of stock options granted under such plan or through restricted stock awards under such plan.

In addition, the Company no longer has any outstanding warrants as all warrants have expired.

We do not expect to pay dividends in the foreseeable future.

We do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest any future earnings in the development and growth of our business. In addition, debt arrangements we may enter into in the future may preclude us from paying dividends. Therefore, investors will not receive any funds unless they sell their common stock, and shareholders may be unable to sell their shares on favorable terms or at all. Investors cannot be assured of a positive return on investment or that they will not lose the entire amount of their investment in our common stock.

We may issue additional stock without shareholder consent.

Our board of directors has authority, without action or vote of the shareholders, to issue all or part of our authorized but unissued shares. Additional shares may be issued in connection with future financing, acquisitions, employee stock plans, or otherwise. Any such issuance will dilute the percentage ownership of existing shareholders. We are also currently authorized to issue up to 10,000,000 shares of preferred stock. The board of directors can issue preferred stock in one or more series and fix the terms of such stock without shareholder approval. Preferred stock may include the right to vote as a series on particular matters, preferences as to dividends and liquidation, conversion and redemption rights and sinking fund provisions. The issuance of preferred stock could adversely affect the rights of the holders of common stock and reduce the value of the common stock. In addition, specific rights granted to holders of preferred stock could discourage, delay or prevent a transaction involving a change in control of our company, even if doing so would benefit our shareholders. Such issuance could also discourage proxy contests and make it more difficult for you and other shareholders to elect directors of your choosing and to cause us to take other corporate actions you desire.

There is currently a limited trading market for our common stock and we cannot ensure that one will ever develop or be sustained.

To date there has not been a significant liquid trading market for our common stock. We cannot predict how liquid the market for our common stock might become. We currently do not satisfy the initial listing standards for any major securities exchange. Currently our common stock is traded on the OTCQB. Should we fail to remain traded on the OTCQB or not be able to be traded on the OTCQB, the trading price of our common stock could suffer, the trading market for our common stock may be less liquid and our common stock price may be subject to increased volatility. Furthermore, for companies whose securities are quoted on the OTCQB, it may be more difficult (i) to obtain accurate quotations, (ii) to obtain coverage for significant news events because major wire services generally do not publish press releases about such companies and (iii) to obtain needed capital.

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

If our stockholders sell substantial amounts of our common stock in the public market, or upon the expiration of any statutory holding period under Rule 144, or issued upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could hinder our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the 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: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) 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 Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

We have a limited number of personnel that are required to perform various roles and duties as well as be responsible for monitoring and ensuring compliance with our internal control procedures. As a result, our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. Properties.

GENERAL

We own or have interests in two United States properties. They are:

Pisgah, San Bernadino County, California

Cerbat, Arizona

A summary of important features about each of these properties is set forth in Exhibit 99.1 to our Form 10-KSB/A filed on March 11, 2009, and investors should take care to review this summary.

Adits (a type of entranche to underground mine shafts), tunnels and open pit locations following what may be a trend (direction that an ore body may follow) or vein structure (faults and cracks caused by shifts in the earth that had filled in with silica fluids and other magma volcanics which solidified leaving minerals behind) over a large region have been found on the property. The legacy of previous mining activity including; abandoned equipment, stone built homes, a cement water reservoir and numerous tailings piles, or piles of dirt left over from previous mining operations, can be seen from various locations.

In the United States, one property is owned (patented mining claims on a volcanic cinders property at Pisgah, California), one is leased with an option to purchase (the Cerbat property in Mohave County, Arizona).

The evaluation and acquisition of precious metals, mining properties and mineral properties is competitive; as there are numerous companies involved in the mining and minerals business. The Company has processed and tested mineralized materials and produced very small amounts of precious metals on a testing basis. These have come primarily from testing material from the Pisgah Mountain and Cerbat properties.

Exploration for and production of minerals is highly speculative and involves greater risks than exist in many other industries. Many exploration programs do not result in the discovery of mineralization and any mineralization discovered may not be of a sufficient quantity or quality to be profitably mined. Also, because of the uncertainties in determining metallurgical amenability of any minerals discovered, the mere discovery of mineralization may not warrant the mining of the minerals on the basis of available technology.

The Company’s decision as to whether any of the mineral properties it now holds, or which it may acquire in the future, contain commercially mineable deposits, and whether such properties should be brought into production, will depend upon the results of the exploration programs and independent feasibility analysis and the recommendation of engineers and geologists. The decision will involve the consideration and evaluation of a number of significant factors, including, but not limited to: 1. The ability to obtain all required permits; 2. Costs of bringing the property into production, including exploration and development or preparation of feasibility studies and construction of production facilities; 3. Availability and costs of financing; 4. Ongoing costs of production; 5. Market prices for the metals to be produced; and 6. The existence of reserves or mineralization with economic grades of metals or minerals. No assurance can be given that any of the properties the Company owns, leases or acquires contain (or will contain) commercially mineable mineral deposits, and no assurance can be given that the Company will ever generate a positive cash flow from production operations on such properties.

Exploration and mining operations in the United States are subject to statutory and agency requirements which address various issues, including: (i) environmental permitting and ongoing compliance, including plans of operations which are supervised by the Bureau of Land Management (“BLM”), the Environmental Protection Agency (“EPA”) and state and county regulatory authorities and agencies (e.g., state departments of environmental quality) for water and air quality, hazardous waste, etc.; (ii) mine safety and OSHA generally; and (iii) wildlife (Department of Interior for migratory fowl, if attractive standing water is involved in operations). See (b) (11) below. The Company has been added by San Bernardino County as a party to the Approved Mining/ Reclamation Plan and related permits, which have been issued for the Pisgah Property. See Item 2, Description of Properties - Pisgah, California - Pisgah Property Mining Lease.

Because any exploration (and future mining) operations of the Company would be subject to the permitting requirements of one or more agencies, the commencement of any such operations could be delayed, pending agency approval (or a determination that approval is not required because of size, etc.), or the project might even be abandoned due to prohibitive costs.

The Company has historically expended a significant amount of funds on consulting, geochemical analytical testing, metallurgical processing and extracting, and precious metal assaying of material, however, the Company does not consider those activities as research and development activities. All those expenses are borne by the Company.

Federal, state and local provisions regulating the discharge of material into the environment, or otherwise relating to the protection of the environment, such as the Clean Air Act, Clean Water Act, the Resource Conservation and Recovery Act, and the Comprehensive Environmental Response Liability Act (“Superfund”) affect mineral operations. For exploration and mining operations, applicable environmental regulation includes a permitting process for mining operations, an abandoned mine reclamation program and a permitting program for industrial development. Other non- environmental regulations can impact exploration and mining operations and indirectly affect compliance with environmental regulations. For example, a state highway department may have to approve a new access road to make a project accessible at lower costs, but the new road itself may raise environmental issues. Compliance with these laws, and any regulations adopted there under, can make the development of mining claims prohibitively expensive, thereby frustrating the sale or lease of properties, or curtailing profits or royalties which might have been received there from.

The Company presently has no full-time employees and relies on outside subcontractors, consultants and agents, to perform various administrative, legal and technical functions, as required.

PISGAH, CALIFORNIA PROPERTY

In 1997 we acquired fee title to the Pisgah Property, a “volcanic cinders” property at Pisgah, San Bernardino County, California, for $567,000. The cinders material resulted from a geologically recent volcanic eruption.

The property is privately owned and is comprised of approximately 120 acres located 10 miles southwest of Ludlow, California, with a very large hill of volcanic cinders, accessible by paved road from Interstate 40. An independent survey service hired by the Company reported that there are approximately 13,500,000 tons of volcanic cinders above the surface. Approximately 3,500,000 tons of the cinders have been screened and stockpiled, the result of prior operations by Burlington Northern Railroad Co. It processed the cinders from the hill for railroad track ballast, taking all cinders above about one inch diameter and leaving the rest on the ground surface within one-quarter mile of the hill. The remaining material in the hill and the material left over from Burlington’s operations can easily be removed by front end loaders and loaded into dump trucks for hauling. The Cinder and Cinder #2 patented mining claims contain morphologically young alkali basalt and hawaiite lava flows and cinder (rock types created by volcanic activity). The cinder and spatter cone is about 100 meters high and has a basal diameter (circumference area at the base of the volcanic material) of about 500 meters, and was formed by the splattering of lava into a cone shape during volcanic activity. The volcanic cone and crater consists of unsorted basalis tephra (volcanic material), ranging from finest ash, through scoriascious cinders and blocks, or slag like structures born from igneous rock, to dense and broken bombs up to two meters in dimension.

The Pisgah Property consists of patented claims we own; no fees have to be paid to the BLM or work performed on the claims to retain title to the property.

From the year 2000 through 2002, the Company ran numerous tests on the volcanic cinders property to determine if the material contains precious metals. Although the program indicated precious metals might exist in material taken from the Pisgah Property, overall the program results were inconclusive.

Pisgah Property - Mining Lease

To generate working capital, as of May 1, 1998, we signed a Mining Lease Agreement for the Pisgah Property with Twin Mountain Rock Venture, a California general partnership (“Twin Mountain,”). The Agreement is for an initial term of 10 years, with an option to renew for an additional ten-year term. Twin Mountain has the right to take 600,000 tons of volcanic cinders during the initial term, and 600,000 more tons during the additional term, for processing and sale as decorative rock. The material would be removed from the original cinder deposit, not the stockpiled material. Twin Mountain has not removed any material to date.

The agreement provides that Twin Mountain will pay minimum annual rental payments of $22,500 for the initial term and $27,500 per year for the additional term. Twin Mountain is also obligated to pay us a monthly production royalty for all material removed from the premises: The greater of 5% of gross sales f.o.b. Pisgah, or $0.80 per ton for material used for block material; plus 10% of gross sales f.o.b. Pisgah for all other material. Twin Mountain will be credited against these payments for minimum royalty payments previously made.

Twin Mountain is current in payments. Twin Mountain has not yet removed any material from the property and has not indicated when it would do so. Twin Mountain does not have the right to remove or extract any precious metals from the property. It does have the right to remove cinder material, which could contain precious metals (and Twin Mountain would have title to the removed cinder material), but it cannot process the materials for precious metals either on or off site.

Mining and reclamation permits, and an air quality permit have been issued by the California regulatory agencies in the names of both Twin Mountain and the Company. We posted a cash bond in the amount of $1,379 (1% of the total bond amount) and Twin Mountain has posted the remainder of the $137,886 bond. If Twin Mountain defaults, we would be responsible for reclamation of the property, but reclamation costs incurred in that event would be paid in whole or part by the bond posted by us and Twin Mountain. Reclamation costs are not presently determinable.

In addition to our historic exploration activities, we are currently under taking alternative revenue producing opportunities at our Pisgah Property. On January 23, 2012 we entered into a mineral lease agreement with a partner who will purchase up to 100,000 tons of resources derived from the property to produce commercial products for resale. The agreement is for an initial period of ten (10) years, with an additional five (5) year extension at the option of the lessee. We will receive fees for the removal of minerals at diminishing prices in $0.50 increments between $12 per ton and $10 per ton for each 20,000 tons of material removed.

Pisgah Property – Material Supply Agreements

On January 23, 2012, the Company entered into a mineral lease agreement with a GoodCorp Inc. to purchase material from the Pisgah Property. This mineral lease agreement is for an initial period of ten (10) years, with an additional five (5) year extension at the option of the lessee. Sale prices of minerals are set at diminishing prices in $0.50 increments between $12 per ton and $10 per ton for each 20,000 tons of material removed. As of the date hereof, no material has been sold and no revenue has been received by the Company under this agreement.

On April 9, 2013, the Company entered into a Material Supply Agreement (the “Original MSA”) with Candeo Lava Products, Inc., (“Candeo”), an Alberta, Canada company controlled by a former director of the Company and brother of our then CEO. This Agreement was amended on March 3, 2014 (the “Amended MSA”). Pursuant to the Amended MSA, Candeo is entitled to purchase volcanic lava or cinders from Pisgah Property that is not currently stockpiled on the Pisgah Property (the “Material”) at a price equal to the greater of $15 per ton and the net sales margin per ton removed from the Pisgah Property realized as follows: (i) 35% of the net sales margins during the first year of mining; and (ii) 50% of the net sales margins for the subsequent years during the term of the Amended MSA (the “Production Payment”). Under the Amended MSA, Candeo has the right to remove an initial amount of up to 1,000,000 tons (the “Initial Amount”) of Material from the Property and additional incremental amounts (the “Additional Amounts”) of 1,000,000 tons each, upon the successful removal of the Initial Amount from the Property. Candeo’s right to remove the Additional Amounts from the Property is on the basis that once Candeo has removed the first Additional Amount of the Material from the Property, it shall have the right to remove subsequent Additional Amounts of Material from the Property, so long as it removes its then current Additional Amount. As such, Candeo’s right to extend the term of the Amended MSA is entirely based on Candeo’s successful performance of its Material removal commitments under the terms of the Amended MSA.

Under the Amended MSA, Candeo is required to purchase a minimum of ten thousand (10,000) tons of Material during each of the first three years of the term of the agreement, all at a purchase price of $15.00 per ton, for a total payment of $150,000 per year in each of the first three years of the Term (the “Pre-Purchased Payments”), with credit being given by the Company to Candeo for all pre-paid tons of Material that have already been purchased and paid for under the Original MSA. The Pre-Purchased Material will remain on the Pisgah Property until Candeo commences its production operations or engages the Company to mine and remove Material on Candeo’s behalf. In the event that Candeo engages the Company to mine and remove any of the Material, Candeo shall pay all of the Company’s reasonable costs and expenses in conducting such mining and removal operations plus a fee of 15%. All mining and removal operations on the Pisgah Property will be subject to all necessary regulatory and other third party approvals being obtained. The Pre-Purchased Payments will not be refundable to Candeo but shall be credited against the first Production Payments.

The term of the Amended MSA has been extended from an initial term of ten (10) years to twenty (20) years (the “Primary Term”) and Candeo has the option to extend the term for an additional thirty (30) years exercisable at any time with no less than three (3) months written notice prior to the expiration of the Primary Term, provided that Candeo is not in default under any of the provisions of the Amended MSA and that the whole of the Initial Amount has been removed from the Property.

Location and Access

The Pisgah Project is located in San Bernardino County, 72 kilometers (45 miles) east of the city of Barstow, California, and 307 kilometers (192 miles) south-southeast of Las Vegas, Nevada, United States. Barstow lies near the southwest border of California, east of the junction of Interstate 15, Interstate 40 and U.S. Route 66. The Project is centered at Latitude 34o 44’ 47” North, Longitude 116o 22’ 29” West (See Figures 1, 2 and 3), or UTM (metric) co-ordinates 55700 E/384500 N in Zone 11, datum point NAD 27. It lies within the NW ¼ of Section 32, Township 8 North, Range 6 East from San Bernardino Meridian and has an area of 48.4 hectares (120.2 acres).

Access to the Pisgah Project is by the paved 2-lane paved road. From the junction of Interstate 15 and Interstate 40 just east of Barstow, California travel east along Interstate 40 for 52 kilometers (32.5 miles). Take the Hector Rd. Exit and turn right onto Hector Rd. From here turn left onto Historic Route 66 for 7.4 kilometers (4.6 miles), and then turn right (south) onto the Pisgah Crater road. Follow this road for 3.2 kilometers (2.0 miles) to the Pisgah Crater workings.

Pisgah Project

General Location Map

Pisgah Project

Regional Location Map

Pisgah Project

Township Location Map

Pisgah Project

Topography Map

OWL CANYON - S & S JOINT VENTURE

The Company has abandoned the Owl Canyon – S & S Joint Venture entered into in 1996 with the Schwarz family choosing to use its resources on the Pisgah Project.

CERBAT PROPERTY

On March 12, 1998, we signed a Lease and Purchase Option Agreement covering six patented mining claims in the Cerbat Mountains, Hualapai Mining District, and Mohave County, Arizona. The patented claims cover approximately 120 acres. We paid $10,000 as the initial lease payment and are obligated to pay $1,500 per quarter as minimum advance royalties. The Company has the option to purchase the property for $250,000, less payments already made. In the event of production before purchase, we will pay the lessor a production royalty of 5% of the gross returns received from the sale or other disposition of metals produced. Except for limited testing and evaluation work performed in mid- 2002, no work has been performed on this property since 1999. Access is north 15 miles from Kingman, Arizona on Highway 93, east from the historical marker to Mill Ranch, then left three miles to a locked gate.

The country rock is pre-Cambrian granite, gneiss and schist complex. It is intruded by dikes of minette, granite porphyry, diabase, rhyolite, basalt and other rocks, some of which are associated with workable veins and are too greatly serieitized (altered small particles within the material) for determination. The complex is also flanked on the west by masses of the tertiary volcanic rocks, principally rhyolite. The mineralized body contains principally gold, silver and lead. They occur in fissure veins, which generally have a north-easterly trend and a steep north-easterly or south-westerly dip. Those situated north of Cerbat wash are chiefly gold bearing while those to the south principally contain silver and lead. The gangue (material that is considered to have base metals that are not precious or worth recovering for market value) is mainly quartz and the values usually favor the hanging wall. The Company has been informed by the owner that the property contains several mine shafts of up to several hundred feet in depth and tailings piles containing thousands of tons of tailings. The property has not produced since the late 1800’s.

We conducted (in late June and July 2002) a limited number of preliminary tests and assays on material taken from mine dumps (material left on the property from mining by others many years ago). It was anticipated that this material could be economically processed. However, the dump material tonnage will not support a small-scale operation without being supplemented with additional underground ore. We are considering selling or farming out the property, as there have been expressions of interest in the property from time to time. We have had no significant activity on Cerbat as of the date of this annual report.

Location and Access

The Cerbat Group of claims is located in the Hualapai Mining District about 15 miles north from Kingman which is the nearest railroad and supply point. The state highway from Kingman to Boulder Dam and Las Vegas passes within 4 miles of the property and a good County road connects the highway with the mining site. The County road passes through the Rolling Wave and Red Dog claims making transportation available to the lower workings. An old road connects the New Discovery shaft with the Cerbat workings near the crest of the hill. This group of claims is favorably situated for trucking and transportation purposes.

WIKIEUP PROPERTY

During 2012 and 2013, we conducted a comprehensive research and development program to ascertain the potential for any rare earth elements on the Wikieup property with the assistance of an independent geologist working together with students from the University of Nevada Las Vegas’ geology department (UNLV). The study has been completed and the results have been presented to the Company. Based on those results, the Company has decided to abandon any development of the Wikieup Property.

Item 3. Legal Proceedings.

On June 3, 2014, a group of Company shareholders under the direction of Ronald D. Sloan (a former Chief Executive Officer and director of the Company) (collectively the “Plaintiffs”) filed a shareholder derivative complaint in Nevada State Court against the Company, as well as its then current directors (Thompson MacDonald, G. Michael Hogan, and Ron Schinnour), William Hogan, FutureWorth Capital Corp. and Candeo (collectively the “Defendants”). The Plaintiffs are alleging, among other things, that the Defendants caused the Company to enter into a transaction with Candeo involving the Pisgah Property that was not in the best interests of the Company. However, the transaction with Candeo is in the best interests of the Company (see above in "Note 3 – Related Party - Material Supply Agreement”).

There are many other allegations made by the Plaintiffs, all of which are considered by the Defendants to be frivolous with no basis in fact. In fact, due to the actions of the prior management of the Company, the Company would not have been able to continue operations and would have failed without the intervention of new management, including certain of the Defendants, and without entering into the transaction with Candeo. Accordingly, no provision has been recorded in the financial statements of the Company for any payment to the Plaintiffs pursuant to the claim or otherwise. Legal counsel for the Company is Justin Jones, Esq. of Wolf, Rifkin, Shapiro, Schulman, and Rabkin, LLP of Las Vegas, Nevada.

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our Board of Directors, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

Item 4. Mine Safety Disclosures.

The Company does not currently operate any mines related to its claims. As a result, mine safety disclosures are not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(a) Market Information

Our Common Stock trades sporadically on the over-the-counter bulletin board market (OTC: QB) under the symbol CCRE. Our common stock has traded infrequently on the OTC: QB, which limits our ability to locate accurate high and low bid prices for each quarter within the last two fiscal years. Therefore, the following table lists the quotations for the high and low bid prices as reported by a Quarterly Trade and Quote Summary Report of the OTC Bulletin Board for the calendar years 2012 and 2011. The quotations from the OTC Bulletin Board reflect inter-dealer prices without retail mark-up, markdown, or commissions and may not represent actual transactions.

	2014		2013
	High	Low	High	Low
1 ^st Quarter	$0.04	$0.02	$0.10	$0.03
2 ^nd Quarter	$0.06	$0.03	$0.10	$0.04
3 ^rd Quarter	$0.06	$0.04	$0.05	$0.04
4 ^th Quarter	$0.06	$0.04	$0.10	$0.03

(b) Holders of Common Stock

As of December 31, 2014, there were approximately 42,027,060 shares outstanding held by approximately 180 shareholders.

(c) Dividends

In the future we intend to follow a policy of retaining earnings, if any, to finance the growth of the business and do not anticipate paying any cash dividends in the foreseeable future. The declaration and payment of future dividends on the Common Stock will be the sole discretion of board of directors and will depend on our profitability and financial condition, capital requirements, statutory and contractual restrictions, future prospects and other factors deemed relevant.

(d) Securities Authorized for Issuance under Equity Compensation Plans

STOCK OPTION PLANS

There are no Stock Options open as of December 31, 2013 and 2014.

WARRANTS

Can-Cal has no warrants outstanding as of the fiscal year ending 2014 and as of the fiscal year 2013, 9,455,810 warrants were outstanding. The difference represents warrants that have expired during the year 2014.

Recent Sales of Unregistered Securities

There were no sales of equity securities by the Company during the fiscal year ended December 31, 2014.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during the year ended December 31, 2014.

Item 6. Selected Financial Data.

Not applicable.

Item 7. Management’s Discussion and Analysis.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion of the business, financial condition and results of operation of the Company should be read in conjunction with the financial statements of the Company for the years ended December 31, 2014 and 2013 and the notes to those statements that are included elsewhere in this Annual Report on Form 10-K. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the section titled “Risk Factors.”

Overview

Can-Cal Resources Ltd. is a publicly traded exploration stage company engaged in seeking the acquisition and exploration of metals mineral properties. As part of its growth strategy, the Company will focus its future activities in the USA, with an emphasis on the Pisgah Mountain, California property and the Cerbat, Arizona property.

At December 31, 2014, we had cash on hand of approximately $585 available to sustain operations. Accordingly, we are uncertain as to whether the Company may continue as a going concern. While we may seek additional investment capital, or possible funding or joint venture arrangements with other mining companies, we have no assurance that such investment capital or additional funding and joint venture arrangements will be available to the Company.

We expect in the near term to continue to rely on outside financing activities to finance our operations. We used investment proceeds realized during 2012 for (i) completion of work-up of two potential extraction processes to determine which process we will employ to potentially prove up any precious metals, platinum groups elements and/or other base metals on the Pisgah, California property and the Cerbat, Arizona property, if any; (ii) the development of a drill program to potentially prove up any tonnages and precious metals and/or other base metals on the Cerbat, Arizona property, if any; (iii) the continued development a comprehensive research and development program to ascertain the potential for any rare earth elements on the Owl Canyon, California property (subsequently abandoned); (iv) strategic working capital reserve and (v) to finance our operations.

In addition to our historic exploration activities, we are currently under taking alternative revenue producing opportunities at our Pisgah Property. On January 23, 2012, the Company entered into a mineral lease agreement with a GoodCorp Inc. to purchase material from the property. This mineral lease agreement is for an initial period of ten (10) years, with an additional five (5) year extension at the option of the lessee. Sale prices of minerals are set at diminishing prices in $0.50 increments between $12 per ton and $10 per ton for each 20,000 tons of material removed. As of the date hereof, no material has been sold under this agreement and no revenue has been received by the Company.

On April 9, 2013, the Company entered into the Original MSA with Candeo and the Amended MSA on March 3, 2014. Pursuant to the Amended MSA, Candeo is entitled to purchase Material from the Pisgah Property at a price equal to the greater of $15 per ton and the net sales margin per ton removed from the Pisgah Property realized as follows: (i) 35% of the net sales margins during the first year of mining; and (ii) 50% of the net sales margins for the subsequent years during the term of the Amended MSA. Under the Amended MSA, Candeo has the right to remove an Initial Amount of up to 1,000,000 tons of Material from the Pisgah Property and Additional Amounts of 1,000,000 tons each, upon the successful removal of the Initial Amount from the Pisgah Property. Candeo’s right to remove the Additional Amounts from the Pisgah Property is on the basis that once Candeo has removed the first Additional Amount of the Material from the Pisgah Property, it shall have the right to remove subsequent Additional Amounts of Material from the Property, so long as it removes its then current Additional Amount. As such, Candeo’s right to extend the term of the Amended MSA is entirely based on Candeo’s successful performance of its Material removal commitments under the terms of the Amended MSA.

Under the Amended MSA, Candeo is required to purchase a minimum of ten thousand (10,000) tons of Material during each of the first three years of the term of the agreement, all at a purchase price of $15.00 per ton, for a total payment of $150,000 per year in each of the first three years of the Term, with credit being given by the Company to Candeo for all pre-paid tons of Material that have already been purchased and paid for under the Original MSA. The Pre-Purchased Material will remain on the Pisgah Property until Candeo commences its production operations or engages the Company to mine and remove Material on Candeo’s behalf. In the event that Candeo engages the Company to mine and remove any of the Material, Candeo shall pay all of the Company’s reasonable costs and expenses in conducting such mining and removal operations plus a fee of 15%. All mining and removal operations on the Pisgah Property will be subject to all necessary regulatory and other third party approvals being obtained. The Pre-Purchased Payments will not be refundable to Candeo but shall be credited against the first Production Payments.

Results of Operations for the Years Ended December 31, 2014 and 2013:

	Year Ended
	December 31,						Increase /
	2014			2013			(Decrease)			Percentage
Rental Income	$	27,500		$	27,500			–			–

Operating expenses:
Exploration costs		10,161			53,754			(43,593	)		-81%
General and administrative		129,453			174,028			(44,575	)		-26%
Depreciation		370			374			(4	)		-1%
Officer salary		120,000			120,000			–			–
Total operating expenses		259,984			348,156			(88,172	)		-25%

Net operating loss		(232,484	)		(320,656	)		88,172			-27%

Other income (expense):
Interest expense		(9,706	)		(10,354	)		648			-6%
Non-recurring income		19,224			1,260			17,964			1426%
Total other income (expense)		9,518			(9,094	)		18,612			205%

Loss before provision for income taxes		(222,966	)		(329,750	)		106,784			-32%
Provision for income taxes		–			–			–			–
Net loss	$	(222,966	)	$	(329,750	)		106,784			-32%

Revenues:

Rental revenue was $27,500 for the years ended December 31, 2014 and 2013. Rental revenue relates to income derived from the rental of the Company’s land for the purposes of mineral extraction, filming movies or conducting photo shoots.

Exploration Costs:

For the year ended December 31, 2014, exploration costs were $10,161 compared to $53,754 for the year ended December 31, 2013, a decrease of $43,593, or 81%. The decrease in exploration costs is due to decreased exploration activities at our Pisgah and Wikieup locations.

General and Administrative:

General and administrative expenses were $129,453 for the year ended December 31, 2014 compared to $174,028 for the year ended December 31, 2013, a decrease of $44,575 or approximately 26%. This decrease in general and administrative expense was primarily due to our Controller quitting and the closing of our offices in Las Vegas, Nevada.

Officer Salary:

Officer Salaries was $120,000 for the years ended December 31, 2014 and 2013, respectively. The CEO’s compensation is fixed at $10,000 per month. All salaries payable in 2014 and 2013 were accrued, but not paid, and remain an outstanding obligation of the Company as at December 31, 2014.

Net Operating Loss:

Net operating loss for the year ended December 31, 2014 was $222,966 or ($0.01) per share, compared to a net operating loss of $329,750 for the year ended December 31, 2013, or ($0.01) per share, a decrease of $106,748 or 32%. This operating loss decrease is primarily due to decrease in Exploration Costs and General and Administrative expense as explained above.

Other Income:

There was other non-recurring revenue for the year ended December 31, 2014 of $19,224 as compared to $1,260 for the year ended December 31, 2013. The other income in 2014 was due to the write off of accounts payable for stale-dated payables confirmed as no longer owed.

Interest Expense:

Interest expense for the year ended months December 31, 2014 was $9,706 as compared to $10,354 for the year ended December 31, 2013, a decrease of $648 (or 6%). The decrease in interest expense was primarily due to decreased finance costs.

Net Loss:

See the explanation of Net Operating Loss above.

LIQUIDITY AND CAPITAL RESOURCES

The following table summarizes total assets, accumulated deficit, stockholders’ equity (deficit) and working capital at December 31, 2014 compared to December 31, 2013.

	December 31,
	2014			2013
Total Assets	$	867		$	10,162

Accumulated (Deficit)	$	(10,915,507	)	$	(10,692,541	)

Stockholders’ Equity (Deficit)	$	(1,162,976	)	$	(940,010	)

Working Capital (Deficit)	$	(1,163,258	)	$	(940,662	)

At December 31, 2014, we had total assets of $867, consisting principally of cash. We have implemented financial controls in the business to ensure each expense is warranted and needed. Our cash on hand at December 31, 2014 was $585.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements of any kind

Contractual Obligations

We have no contractual obligations as of December 31, 2014.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates and judgments, including those related to revenue recognition, allowance for sales returns and doubtful accounts, inventory valuation, business combination purchase price allocations, our review for impairment of long-lived assets, intangible assets and goodwill, income taxes and stock-based compensation expense. Actual results may differ from these judgments and estimates, and they may be adjusted as more information becomes available. Any adjustment may be significant.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably may have been used, or if changes in the estimate that are reasonably likely to occur may materially impact the financial statements. We refer readers to Note 1 to our audited financial statements for the year ended December 31, 2014 filed with this Annual Report.

Recent Accounting Pronouncements

See Note 1 contained in the “Notes to the Financial Statements” for a discussion of new and recently adopted accounting pronouncements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable .

Item 8. Financial Statements and Supplementary Data.

Index to Financial Statements

Reports of Independent Registered Public Accounting Firms		F-1

Balance Sheets as of December 31, 2014 and 2013		F-2

Statements of Operations for the years ended December 31, 2014 and 2013		F-3

Statements of Stockholders' (Deficit) for Years Ended December 31, 2014 and 2013		F-4

Statements of Cash Flows for the years ended December 31, 2014 and 2013		F-5

Notes to Financial Statements		F-6

Item 9. Changes in and Disagreements With Accountants On Accounting and Financial Disclosure.

None

Item 9A. Controls and Procedures.

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Chief Executive Officer has concluded that the Company’s disclosure controls and procedures were not effective because of the identification of a material weakness in our internal control over financial reporting which is identified below in Management’s Annual Report on Internal Control over Financial Reporting, which we view as an integral part of our disclosure controls and procedures.

Changes in Internal Control

We have also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls as of December 31, 2014.

Limitations on the Effectiveness of Controls

Our management, including our CEO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

CEO Certification

Appearing immediately following the Signatures section of this report there are Certifications of the CEO. The Company currently has no CFO. The Certification are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) under the Exchange Act.

The management of the Company assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on this assessment, management determined that, during the year ended December 31, 2014, our internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules, as more fully described below. This was due to deficiencies in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls and that may be considered to be material weaknesses.

Management identified the following material weaknesses in internal control over financial reporting:

1. The Company has limited segregation of duties, which is not consistent with good internal control procedures.

2. The Company does not have a written internal control procedurals manual which outlines the duties and reporting requirements of the Directors and any staff to be hired in the future. This lack of a written internal control procedurals manual does not meet the requirements of the SEC or good internal controls.

Management believes that the material weaknesses set forth in items 1 and 2 above did not have an effect on the Company’s financial results.

The Company and its management will endeavor to correct the above noted weaknesses in internal control once it has adequate funds to do so.

Management will continue to monitor and evaluate the effectiveness of the Company’s internal controls and procedures and its internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only the management’s report in this annual report.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Subsequent of December 31, 2014, all previous officers and directors of the Company resigned.

On August 19, Jonathan Legg and Tim J. Nakaska were elected to the Board of Directors of the Company.

On September 10, 2015, Thompson MacDonald (Chairman of the Board of Directors) and Ronald Schinnour resigned from the Board of Directors to pursue other interests.

On September 10, 2015, Richard Singleton was elected to the Board of Directors, such that the ongoing directors of the Company are Jonathan Legg, Tim J. Nakaska and Richard Singleton. Also, on that date, Jonathan Legg was elected Chairman of the Board, Tim J. Nakaska was elected Chairman of the Audit Committee and Richard Singleton was elected Chairman of the Compensation Committee.

The new Officers and directors of the Company are listed below. Directors are elected to hold offices until the next annual meeting of shareholders or until their successors are elected or appointed and qualified. Officers are appointed by the board of directors until a successor is elected and qualified or until resignation, removal or death.

Name			Position and Tenure

Jonathan Legg			Director and Chairman of the Board.

Tim J. Nakaska			Director and Chairman of the Audit Committee.

Richard R. Singleton			Director and Chairman of the Compensation Committee.

Mr. Jonathan Legg, of Kelowna, British Columbia, was elected as a Director as of August 19, 2015, and as Chairman of the Board of Directors as of September 10, 2015. Mr. Legg is a Senior Advisor to PricewaterhouseCoopers Advisory Services Practice in Canada. He was a Senior Executive for both RBC Bank and Canadian Pacific Railway. He is experienced in strategy, risk management, business model innovation, operating effectiveness, restructuring, and corporate governance.

Mr. Tim J. Nakaska, ICD.D of Calgary, Alberta, was elected as a Director as of August 19, 2015, and as Chairman of the Audit Committee as of September 10, 2015, Mr. Nakaska was a Partner and Senior Vice President of PricewaterhouseCoopers, a major international accounting and consulting firm where he led the firm’s Corporate Advisory and Restructuring practice in Calgary. He is a Chartered Accountant and member of the Institute of Corporate Directors. Mr. Nakaska has extensive experience in providing advice and carrying out formal and informal financial restructuring and sales mandates for corporations, financial institutions, and governments. In addition, he has conducted numerous strategy and risk assessment, business and financial reviews, and due diligence assignments.

Mr. Richard R. Singleton, B.Arch., LEED, ICD.D of Calgary, Alberta was elected as a Director and Chairman of the Compensation Committee on September 10, 2015. Mr. Singleton has a Bachelor of Architecture degree from the University of Manitoba and went on to professional architecture career for 35 years. His work includes leading teams in creating Bankers Hall, the Hyatt Hotel, Trimac Building, Husky Oil Building complex, several Famous Players theatre complexes, the CSIS Headquarters, the Royal Canadian Mounted Police regional offices in Edmonton, Calgary, Toronto, and Halifax. He has been a member of numerous Boards of Directors.

(a) Director Compensation

The Company has not compensated outside (non-employee) directors for service but has reimbursed them for travel costs to attend Board meetings. Our other director, Mr. G. Michael Hogan, who served as CEO and President during 2014, was entitled to receive compensation for his services as CEO and President in the amount of $120,000 annually. His salaries for 2014 and 2013 were accrued, but not paid.

(b) Identification of Certain Significant Employees and Consultants

None.

Not applicable.

(d) Involvement in Certain Legal Proceedings.

During the past five years, no director, person nominated to become a director, or executive officer of the Company:

(1) has filed or had filed against him, a petition under the federal bankruptcy law or any state insolvency law, nor has any court appointed a receiver, fiscal agent or similar officer by or against any business of which such person was a general partner, or any corporation or business association of which he was an executive officer within two years before the time of such filing;

(2) was convicted in a criminal proceeding or is the named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring or suspending him from, or otherwise limiting his involvement in, any type of business, securities or banking activities, or

(4) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated any federal or state securities or commodities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based upon a review of Forms 3 and 4 furnished to the company pursuant to Rule 16a-3(a) and written representations referred to in Item 405(b) (2)(i) of Regulation S-K, no directors, officers, beneficial owners of more than 10% of the company’s common stock, or any other person subject to Section 16 of the Exchange Act failed for the period from January 1, 2012 through December 31, 2012 to file on a timely basis the reports required by Section 16(a) of the Exchange Act.

CODE OF ETHICS

The Company has adopted a Code of Ethics. A copy of the Code of Ethics will be provided to any person, without charge, upon written request sent by email to Sandra Rogoza, Manager – Corporate Affairs (srogoza@cancalresources.com).

Item 11. Executive Compensation.

The following table sets forth summary compensation information for the years ended December 31, 2014, 2013 and 2012 for our chief executive officers and directors.

Summary Compensation Table
				Option	All Other
Name and	Fiscal	Salary	Bonus	Awards	Compensation	Total
Principal Position	Year	($)	($)	($)	($)	($)
G Michael Hogan	2014	$120,000 ⁽¹⁾	$-0-	$-0-	$-0-	$120,000
President, CEO, Director	2013	$120,000 ⁽¹⁾	$-0-	$-0-	$-0-	$120,000
	2012	$120,000 ⁽¹⁾	$-0-	$-0-	$-0-	$120,000

William J. Hogan	2014	$-0-	$-0-	$-0-	$-0-	$-0-
Secretary, Former Chairman	2013	$-0-	$-0-	$-0-	$-0-	$-0-
	2012	$60,000 ⁽¹⁾	$-0-	$-0-	$-0-	$ 60,000

Officers as a Group	2014	$120,000	$-0-	$-0-	$-0-	$120,000
	2013	$120,000	$-0-	$-0-	$-0-	$120,000
	2012	$180,000	$-0-	$-0-	$-0-	$180,000

₍₁₎ Accrued, but not paid.

Grants of Plan-Based Awards in Fiscal 2014

We did not grant any plan-based awards to our named executive officer during the fiscal year ended December 31, 2014.

Outstanding Equity Awards at 2014 Fiscal Year-End

There were no unexercised stock options, stock that has not vested, and equity incentive plan awards held by our executive officers at December 31, 2014.

Option Exercises for 2014

There were no options issued or exercised by our executive officers during fiscal 2014.

Equity Compensation Plan Information

There are no outstanding Options and Warrants as of the year ended December 31, 2014.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table presents information, to the best of Can-Cal’s knowledge, about the ownership of Can-Cal’s common stock on December 31, 2014 relating to those persons known to beneficially own more than 5% of Can-Cal’s capital stock and by Can-Cal’s directors and executive officers. The percentage of beneficial ownership for the following table is based on 42,027,060 shares of common stock outstanding as of December 31, 2014.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the shareholder has sole or shared voting or investment power. It also includes shares of common stock that the shareholder has a right to acquire within 60 days after December 31, 2014 pursuant to options, warrants, conversion privileges or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of Can-Cal’s common stock.

Name and Address of Beneficial Owner, Officer or Director ^{Notes (1) & (3)}	Number of Shares	Percentage of Outstanding Common Stock ^{Note (2)}
Officers and Directors:
G. Michael Hogan CEO, President and Director	2,360,419	5.6%
Thompson MacDonald, Chairman	850,579	2.0%
Ron Schinnour, Director	416,650	1.0%
All Current Directors and Executive as a Group	3,771,088	8.6%

(1)

As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security).

(2)

Figures are rounded to the nearest tenth of a percent.

(3)

The address of each person is care of Can-Cal: #802, 228 - 26 Avenue S.W., Calgary, Alberta, Canada T2S 3C6

Item 13. Certain Relationships and Related Transactions, and Director Independence.

On November 30, 2012, the Company sold a promissory note to FutureWorth Capital Corp., a consulting firm owned by our former Chairman of the Board of Directors. The note is unsecured, bears interest at 10% and matures on November 29, 2013. In connection with the promissory note, the Company granted warrants to purchase 20,000 shares of the Company’s common stock at an exercise price of $0.10. The warrants expired on November 29, 2014.

On September 30, 2012, the Company extended 348,320 previously granted and extended common stock warrants issued to the Company’s former CEO, with an exercise price of $0.15 for an additional 21 months from their expiration on September 30, 2012. These warrants are fully vested and expired on June 30, 2014.

On September 30, 2012, the Company extended 2,439,920 previously granted and extended common stock warrants issued to the Company’s CEO, with an exercise price of $0.15 for an additional 21 months from their expiration on September 30, 2012. These warrants are fully vested and expired on June 30, 2014.

On September 30, 2012, the Company extended a total of 1,301,312 previously granted and extended common stock warrants issued to the one of the Company’s directors, with an exercise price of $0.15 for an additional 21 months from their expiration on September 30, 2012. These warrants are fully vested and expired on June 30, 2014.

On September 30, 2012, the Company extended a total of 2,287,944 previously granted and extended common stock warrants issued amongst a total of five former investors, with an exercise price of $0.15 for an additional 21 months from their expiration on September 30, 2012. These warrants are fully vested and expired on June 30, 2014.

Item 14. Principal Accountant Fees and Services.

(5)(i) The Board of Directors has not established an audit committee. However, the Board of Directors, as a group, carries out the responsibilities, which an audit committee would have. In this respect the Board of Directors has the responsibility of reviewing our financial statements, exercising general oversight of the integrity and reliability of our accounting and financial reporting practices, and monitoring the effectiveness of our internal control systems. The Board of Directors also recommends selection of the auditing firm and exercises general oversight of the activities of our independent auditors, principal financial and accounting officers and employees and related matters.

The Board of Directors delegates to management of Mr. G. Michael Hogan and the Board of Directors, the terms of engagement, before we engage independent auditor for audit and non-audit services, except as to engagements for services outside the scope of the original terms, in which instances the services have been provided pursuant to pre-approval policies and procedures, established by management. These pre-approval policies and procedures are detailed as to the category of service and the Board of Directors is kept informed of each service provided.

(7) L.L. Bradford & Company, and its affiliated company – Thayer O’Neal, were retained as our auditing firms by the Board of Directors for the fiscal years ended December 31, 2014 and 2015. L.L. Bradford & Company billed us as follows for the years ended December 31, 2014 and 2013, respectively:

	For the Fiscal Years
	Ended December 31,
	2014		2013
Audit Fees ^(a)	$	24,000	$	24,000
Audit-Related Fees ^(b)		–		–
Tax Fees ^(c)		–		–
All Other Fees ^(d)		–		–
Total fees paid or accrued to our principal accountants	$	24,000	$	24,000

	(a)	Includes fees for audit of the annual financial statements and review of quarterly financial information filed with the Securities and Exchange Commission.
	(b)	For assurance and related services that were reasonably related to the performance of the audit or review of the financial statements, which are not included in the Audit Fees category. The Company had no Audit-Related Fees for the periods ended December 31, 2014, and 2013, respectively.
	(c)	For tax compliance, tax advice, and tax planning services, relating to any and all federal and state tax returns as necessary for the periods ended December 31, 2014 and 2013, respectively.
	(d)	For services in respect of any and all other reports as required by the SEC and other governing agencies.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

The following information required under this item is filed as part of this report:

(a) 1. Financial Statements

		Page
Management’s Report on Internal Control Over Financial Reporting		17
Report of Independent Registered Public Accounting Firm		F-1
Balance Sheets		F-2
Statements of Operations		F-3
Statements of Stockholders’ (Deficit)		F-4
Statements of Cash Flows		F-5
Notes to Financial Statements		F-6

(b) 2. Financial Statement Schedules

None.

			Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period ending	Exhibit	Filing date
10.1	Form of Mineral Lease Agreement	X
10.2	Form of Promissory Note with FutureWorth Capital	X
10.3	Form of Subscription Agreement for Promissory Note with FutureWorth Capital	X
10.4	Form of Warrant Certificate with FutureWorth Capital	X
24.1	Power of Attorney (including on signature page)	X
31.1	Certification of G. Michael Hogan pursuant to Section 302 of the Sarbanes-Oxley Act	X
32.1	Certification of G. Michael Hogan pursuant to Section 906 of the Sarbanes-Oxley Act	X
99.1	Summary of Significant Details Regarding Pisgah, Wikieup, Cerbat and the Owl Canyon Properties		10-KSB/A	12/31/07	99.1	03/11/09
99.2	Press Release stated February 19, 2010		8-K		99.7	02/25/10
99.3	Press Release stated January 4, 2011		8-K		99.8	01/04/11
99.4	Press Release stated February 23, 2011		8-K		99.9	03/03/11
99.5	Press Release stated January 31, 2012		8-K		99.10	01/31/12
99.6	Press Release stated April 18, 2012		8-K		99.11	04/18/12
99.7	Press Release stated October 24, 2012		8-K		99.12	10/25/12
101.INS	XBRL Instance Document	X
101.SCH	XBRL Schema Document	X
101.CAL	XBRL Calculation Linkbase Document	X
101.DEF	XBRL Definition Linkbase Document	X
101.LAB	XBRL Labels Linkbase Document	X
101.PRE	XBRL Presentation Linkbase Document	X

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CAN-CAL RESOURCES LTD.

By: /s/ Jonathan Legg

Jonathan Legg, Chairman of the Board of Directors

Date: January 7, 2016

POWER OF ATTORNEY

Each of the undersigned members of the Board of Directors of CAN-CAL RESOURCES LTD., whose signature appears below hereby constitutes and appoints Jonathan Legg, such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for such person and in such name, place and stead, in any and all capacities, to sign the Form 10-K for the year ended December 31, 2014 (the “Annual Report”) of CAN-CAL RESOURCES LTD. and any or all amendments to such Annual Report, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, and Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons in the capacities indicated on the dates indicated.

Name	Title	Date

/s/ Tim J. Nakaska	Director and Chairman of the Audit Committee	January 7, 2016
Tim J. Nakaska

/s/ Richard P. Singleton	Director and Chairman of the Compensation Committee	January 7, 2016
Richard P. Singleton

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Can Cal Resources Ltd.

We have audited the accompanying balance sheet of Can Cal Resources Ltd. as of December 31, 2014 and December 31, 2013, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Can Cal Resources Ltd as of December 31, 2014 and December 31, 2013, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company suffered net losses from operations and has a net capital deficiency $10,915,506 as of December 31, 2014, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2 The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Thayer O’Neal Company, LLC

Sugar Land, Texas

January 8, 2016

F- 1

CAN-CAL RESOURCES LTD.

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS

	December 31,			December 31,
	2014			2013
ASSETS
Current assets:
Cash	$	585		$	1,388
Prepaid expenses		–			8,122
Total current assets		585			9,510
Property and equipment, net of accumulated depreciation of $33,877 and $33,507, respectively (See Note 5)		282			652
Total assets	$	867		$	10,162

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current liabilities:
Accounts payable	$	56,932		$	62,007
Accounts payable, related parties		180,506			180,506
Accrued expenses		7,588			17,603
Accrued expenses, related parties		680,665			541,700
Unearned rental revenues		9,167			9,167
Unearned revenues, related party		115,650			63,460
Notes payable, related parties		113,335			75,729
Total current liabilities		1,163,843			950,172
Total liabilities		1,163,843			950,172
Commitments and contingencies (See Note 8)
Stockholders' (deficit):
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding		–			–
Common stock, $0.001 par value, 100,000,000 shares authorized, 42,027,060 and 42,027,060 shares issued and outstanding as of December 31, 2014 and 2013, respectively		42,027			42,027
Additional paid-in capital		9,710,504			9,710,504
(Deficit) accumulated during exploration stage		(10,915,507	)		(10,692,541	)
Total stockholders' (deficit)		(1,162,976	)		(940,010	)

Total liabilities and stockholders' (deficit)	$	867		$	10,162

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

F- 2

CAN-CAL RESOURCES LTD.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS

	For the Years Ended
	December 31,
	2014			2013
Rental Income		27,500			27,500

Operating expenses:
Exploration costs		10,161			53,754
General and administrative		129,453			174,028
Depreciation		370			374
Officer salary		120,000			120,000
Total operating expenses		259,984			348,156

Net operating loss		(232,484	)		(320,656	)

Other income (expense):
Interest expense		(9,706	)		(10,354	)
Non-recurring income		19,224			1,260
Total other income (expense)		9,518			(9,094	)

Loss before provision for income taxes		(222,966	)		(329,750	)
Provision for income taxes		–			–
Net loss	$	(222,966	)	$	(329,750	)

Weighted average number of common shares outstanding - basic and fully diluted		42,027,060			42,027,060

Net loss per share - basic and fully diluted	$	(0.01	)	$	(0.01	)

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

F- 3

CAN-CAL RESOURCES LTD.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS

	For the Years Ended
	December 31,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(222,966	)	$	(329,750	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		370			374
Decrease (increase) in assets:
Prepaid expenses		8,122			27,848
Increase (decrease) in liabilities:
Accounts payable		(5,075	)		17,019
Accounts payable, related parties		–			–
Accrued expenses		(10,015	)		12,392
Accrued expenses, related parties		138,965			163,843
Unearned revenues		–			–
Unearned revenues, related party		52,190			63,460
Net cash used in operating activities		(38,409	)		(44,814	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable, related parties		37,606			44,886
Net increase in cash		(803	)		72
Cash, beginning of period		1,388			1,316
Cash, end of period	$	585		$	1,388

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

F- 4

CAN-CAL RESOURCES LTD.

(AN EXPLORATION STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' DEFICIT

							(Deficit)
							Accumulated
	Common stock				Additional		during			Total
	Number of				Paid-in		Exploration			Stockholders'
	Shares		Amount		Capital		Stage			Deficit
Balance, December 31, 2012		42,027,060	$	42,027	$	9,710,504		(10,362,791	)		(610,260	)

Net Loss		–		–		–		(329,750	)		(329,750	)
Balance, December 31, 2013		42,027,060		42,027		9,710,504		(10,692,541	)		(940,010	)

Net Loss		–		–		–		(222,966	)		(222,966	)
Balance, December 31, 2014		42,027,060	$	42,027	$	9,710,504	$	(10,915,507	)	$	(1,162,976	)

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

F- 5

CAN-CAL RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

Note 1 – Nature of Business and Summary of Significant Accounting Policies

Nature of Business

Can-Cal Resources Ltd. (“Can-Cal” or the “Company”) is a Nevada corporation incorporated on March 22, 1995.

The Company is an exploration company engaged in the exploration for precious metals, specifically focused on mineral exploration projects. We have examined various prospective mineral properties for precious metals and acquired those deemed promising. We currently own, lease or have mining interest in two mineral properties in the southwestern United States (California and Arizona, as follows: Cerbat, Arizona; and Pisgah, California). The Company previously had mineral rights in Owl Canyon, California and Wikieup, Arizona, which have now been abandoned.

As an exploration stage enterprise, the Company discloses the deficit accumulated during the exploration stage. An entity remains in the exploration stage until such time as proven or probable reserves have been established for its deposits. Upon the location of commercially mineable reserves, the Company plans to prepare for mineral extraction and enter the development stage. To date, the exploration stage of the Company’s operations consists of contracting with geologists who sample and assess the mining viability of the Company’s claims.

Summary of Significant Accounting Policies

Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. The Company’s fiscal year-end is December 31.

The Company’s functional and reporting currency is the United States dollar (USD). Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 820, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in the Canadian dollar (CDN). The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation.

Exploration Stage Company

The Company is currently an exploration stage company. As an exploration stage enterprise, the Company discloses the deficit accumulated during the exploration stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date. The Company has incurred net losses of $10,915,507 and used net cash in operations of $7,186,132 for the period from inception (March 22, 1995) through December 31, 2014. An entity remains in the exploration stage until such time as proven or probable reserves have been established for its deposits. Upon the location of commercially mineable reserves, the Company plans to prepare for mineral extraction and enter the development stage. To date, the exploration stage of the Company’s operations consists of contracting with geologists who sample and assess the mining viability of the Company’s claims.

Revenue

All revenue is treated as unearned revenue until such time that the product is shipped.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash equivalents include money market accounts which have maturities of three months or less. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. Cash equivalents are stated at cost plus accrued interest, which approximates market value.

F- 6

Long-Lived Assets

Fixed assets are recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over the estimated useful life of the related asset as follows:

Machinery and equipment	10 years
Transportation equipment	5 years
Furniture and fixtures	7 years

Maintenance and repairs will be charged to expense as incurred. Significant renewals and betterments will be capitalized. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations.

The Company will assess the recoverability of equipment by determining whether the depreciation and amortization of these assets over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any, will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management.

Fair Value of Financial Instruments

Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short term nature of the instruments. The Company had no items that required fair value measurement on a recurring basis.

Basic and Diluted Loss per Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For 2014 and 2013, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

Stock-Based Compensation

The Company has adopted FASB guidance on stock based compensation. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. There have been no stock and stock options issued for services and compensation for the years ended December 31, 2014 and 2013.

Modification of Warrants

The Company extended a total of 6,417,496 warrants on September 30, 2012, which were originally granted on June 30, 2009 as part of debt financing arrangements. A modification of the terms or conditions of an equity award is treated as an exchange of the original award for a new award. The incremental (additional) cost is computed as any excess of the fair value of the modified award over the fair value of the original award immediately before modification. As a result, a total of $10,354 has been expensed as finance charges during the year ended December 31, 2013 but none for the year ended December 31, 2014.

Income Taxes

The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

Uncertain Tax Positions

In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

F- 7

Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities.

The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.

Mineral Claim Payments and Exploration Expenditures

The Company is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. We assess the carrying cost for impairment under the FASB ASC topic 360 at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs subsequently incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the established life of the proven and probable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

Capitalized Mineral Costs

Mineral rights are recorded at cost of acquisition. When there is little likelihood of a mineral right being exploited; the value of mineral rights have diminished below cost, or the economic feasibility of extraction is limited, a write-down is affected against income in the period that such determination is made. The Company did not record any write downs during the years ended December 31, 2014 and 2013. Non-mining assets are recorded at cost of acquisition. These assets include the assets of the mining operation not included in the previous categories and all the assets of the non-mining operations. Mining assets, including mine development and infrastructure costs and mine plant facilities, are recorded at cost of acquisition. Expenditure incurred to evaluate and develop new ore bodies, to define mineralization in existing ore bodies, to establish or expand productive capacity, is capitalized until commercial levels of production are achieved, at which time the costs will be amortized.

Recent Accounting Pronouncements

On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders’ equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.

In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates (ASU) 2014-15 requiring an entity’s management to evaluate whether there are conditions or events, considered in aggregate, that raise substantial doubt about entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.

We do not believe there are any additional recently issued accounting standards that have not yet been adopted that will have a material impact on the Company’s financial statements.

Note 2 – Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company had a net loss of $222,966 for the year ended December 31, 2014, has used net cash in operating activities of $7,186,132 from inception and had a working capital deficit of $1,163,258 at December 31, 2014. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its new business opportunities. Management has plans to seek additional capital through private placements and public offerings of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

The ability of the Company to continue as a going concern is dependent on securing additional sources of capital and the success of the Company’s plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

F- 8

Note 3 – Related Party

Material Supply Agreement

On April 9, 2013, the Company entered into a material supply agreement (the “the Original MSA”) with Candeo Lava Products Inc. (“Candeo”), which was amended on March 3, 2014 (the “Amended MSA”). Pursuant to the Amended MSA, Candeo is entitled to purchase material (“Material”) from the Pisgah Property at a price equal to the greater of $15 per ton and the net sales margin per ton removed from the Pisgah Property realized as follows: (i) 35% of the net sales margins during the first year of mining; and (ii) 50% of the net sales margins for the subsequent years during the term of the Amended MSA. Under the Amended MSA, Candeo has the right to remove an Initial Amount of up to 1,000,000 tons of Material from the Pisgah Property and Additional Amounts of 1,000,000 tons each, upon the successful removal of the Initial Amount from the Pisgah Property. Candeo’s right to remove the Additional Amounts from the Pisgah Property is on the basis that once Candeo has removed the first Additional Amount of the Material from the Pisgah Property, it shall have the right to remove subsequent Additional Amounts of Material from the Property, so long as it removes its then current Additional Amount. As such, Candeo’s right to extend the term of the Amended MSA is entirely based on Candeo’s successful performance of its Material removal commitments under the terms of the Amended MSA

Under the Amended MSA, Candeo is required to purchase a minimum of ten thousand (10,000) tons of Material during each of the first three years of the term of the agreement, all at a purchase price of $15.00 per ton, for a total payment of $150,000 per year in each of the first three years of the Term, with credit being given by the Company to Candeo for all pre-paid tons of Material that have already been purchased and paid for under the Original MSA. The Pre-Purchased Material will remain on the Pisgah Property until Candeo commences its production operations or engages the Company to mine and remove Material on Candeo’s behalf. In the event that Candeo engages the Company to mine and remove any of the Material, Candeo shall pay all of the Company’s reasonable costs and expenses in conducting such mining and removal operations plus a fee of 15%. All mining and removal operations on the Pisgah Property will be subject to all necessary regulatory and other third party approvals being obtained. The Pre-Purchased Payments will not be refundable to Candeo but shall be credited against the first Production Payments.

Compensation

On July 1, 2010, the Company entered into a twelve month employment agreement, subject to automatic monthly renewals, with the Company’s CEO, G. Michael Hogan. The terms of the agreement include a fixed annual salary of $120,000. The Company may elect to satisfy payment in shares of common stock in lieu of cash at a market value equal to $0.10 above the average closing trading price of the common stock for the preceding five (5) days from the date of such election. No payments have been made in cash or stock to date.

We owed accrued salaries to our CEO of $600,000 and $480,000 at December 31, 2014 and 2013, respectively.

On June 30, 2010, the Company entered into a consulting agreement, with a Board of Director’s consulting firm, FutureWorth Capital Corp. The terms of the agreement include annual compensation of $60,000, payable monthly. The Company may elect to satisfy payment in shares of common stock in lieu of cash at a market value equal to $0.10 above the average closing trading price of the common stock for the preceding five (5) days from the date of such election. No payments have been made in cash or stock to date. As of December 31, 2014 the Company owed FutureWorth Capital Corp. $180,000, as included in accounts payable, related parties, for service prior to, and during the service period under the consulting agreement. The consulting agreement was terminated on February 27, 2013 with Mr. William Hogan’s resignation from the Board of Directors.

Share Based Compensation

All warrants previously issued by the Company have expired as of the fiscal year ending December 31, 2014. No new warrants have been issued as of March 31, 2015.

F- 9

Note 4 – Prepaid Expenses

Prepaid expenses consisted of the following as of December 31, 2014 and December 31, 2013, respectively:

	December 31,		December 31,
	2014		2013
Annual Bureau of Land Management fees	$	–	$	6,147
Rental fees		–		1,975
	$	–	$	8,122

All Prepaid Expenses have been expensed in 2011.

Note 5 – Property and Equipment

Property and Equipment consists of the following:

	December 31,			December 31,
	2014			2013
Machinery and equipment	$	1,000		$	1,000
Transportation equipment		31,787			31,787
Furniture and fixtures		1,372			1,372
		34,159			33,554
Less accumulated depreciation		(33,877	)		(33,507	)
	$	282		$	652

Depreciation expense totaled $370 and $374 for the years ended December 31, 2014 and 2013, respectively.

Note 6 – Notes Payable, Related Parties

Notes payable, related parties consisted of the following as of December 31, 2014 and 2013, respectively:

	December 31		December 31
	2014		2013
Note payable to the CEO, unsecured, bearing interest at 10%, and due on demand.	$	108,335	$	70,729

Promissory note payable originated on November 30, 2012 with FutureWorth Capital Corp., a consulting firm owned by our former Chairman of the Board of Directors, unsecured, bearing interest at 10%, matures on November 29, 2013. In connection with the promissory note, the Company granted warrants to purchase 20,000 shares of the Company’s common stock at an exercise price of $0.10. The warrants expired on November 29, 2014.		5,000		5,000

Total notes payable, related parties	$	113,335	$	75,729

The following presents components of interest expense by instrument type for the years ended December 31, 2014 and 2013, respectively:

	December 31,		December 31,
	2014		2013
Interest on notes payable, related parties	$	9,370	$	5,893
Accounts payable related vendor finance charges		336		4,013
Finance Costs (Equity based)		0		448
	$	9,706	$	10,354

F- 10

Note 7 – Unearned Rental Revenues

On May 1, 1998, we entered into an agreement with Twin Mountain Rock Venture (“Twin Mountain”) to lease our property located in San Bernardino County, California for a period of ten years. Further, we will make available to Twin Mountain a minimum of 600,000 tons of finished material during the term of the agreement in exchange for a minimum annual royalty payment in the amount of $22,500. The initial agreement expired on April 30, 2008. Twin Mountain elected to utilize the renewal option for an additional ten-year period with an increased minimum annual royalty of $27,500. As of December 31, 2014 and 2013, we had unearned revenue from this agreement totaling $9,167 and $9,167, respectively.

Note 8 – Commitments and Contingencies

A) Mining claims

The Company has a lease and purchase option agreement covering six patented claims in the Cerbat Mountains, Hualapai Mining District and Mohave County Arizona. The Company pays $1,500 per quarter as minimum advance royalties. The Company has the option to purchase the property for $250,000 plus interest at a rate of 8% compounded annually from and after the date of its exercise of the option to purchase the property. If the Lessee exercises its option to purchase, all funds paid to Lessors shall be credited toward the purchase price as of the date the payments were made.

B) Mining reclamation costs

Mining and reclamation permits, and an air quality permit have been issued by the California regulatory agencies in the names of both Twin Mountain, our joint venture partner, and the Company. The Company posted a cash bond in the amount of $1,379 (1% of the total bond amount) and Twin Mountain has posted the remainder of the $137,886 bond. If Twin Mountain defaults, we would be responsible for reclamation of the property, but reclamation costs incurred in that event would be paid in whole or part by the bond posted by us and Twin Mountain. Reclamation costs are not presently determinable.

C) Litigation

Note 9 – Changes in Securities

No shares of common stock were issued by the Company during 2014 or 2013.

F- 11

Note 10 – Options

Option Plan

Options granted for employee and consulting services - The 2003 Non-Qualified Option Plan was established by the Board of Directors in June 2003 and approved by shareholders in October 2003. A total of 1,500,000 shares of common stock are reserved for issuance under this plan. There were no options issued during the years ended December 31, 2014.

Note 11 – Warrants

Warrants Expired

In years previous to 2013, warrants were granted which have subsequently expired.

The following is a summary of the common stock warrant activity as of December 31, 2014 and December 31, 2013:

					Weighted
		Warrants			Average
		Outstanding			Exercise Price
Balance, January 1, 2013			15,280,394		$	0.11
	Granted		–			–
	Cancelled		–			–
	Exercised		–			–
	Expired		(5,824,584	)		(0.08	)
Balance, December 31, 2013			9,455,810			0.11
	Granted		–			–
	Cancelled		–			–
	Exercised		–			–
	Expired		(9,455,810	)		(0.11	)
Balance, December 31, 2014			–		$	–

Note 12 – Income Taxes

The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.

As of December 31, 2014, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. The Company had approximately $8,960,118 and $8,728,644 of federal net operating losses at December 31, 2014 and 2013, respectively. The net operating loss carry forwards, if not utilized, will begin to expire in 2029.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:

	December 31,			December 31,
	2014			2013
Deferred tax asset:
Net operating loss carry forwards	$	3,286,499		$	3,055,025
Total deferred tax assets:		3,286,499			3,055,025
Less: Valuation allowance		(3,286,499	)		(3,055,025	)
Net deferred tax assets	$	–		$	–

Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at December 31, 2014 and 2013.

In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.

F- 12

Note 13 – Subsequent Events

a) Resignations

Subsequent of December 31, 2014, all previous officers and directors of the Company resigned.

On August 19, G. Michael Hogan resigned as an officer and director of the Company.

On September 10, 2015, Thompson MacDonald (Chairman of the Board of Directors) and Ronald Schinnour resigned from the Board of Directors to pursue other interests.

b) New Appointments

The new Officers and directors of the Company are listed below. Directors are elected to hold offices until the next annual meeting of shareholders and until their successors are elected or appointed and qualified. Officers are appointed by the board of directors until a successor is elected and qualified or until resignation, removal or death.

Name			Position and Tenure

Jonathan Legg			Director and Chairman of the Board.

Tim J. Nakaska			Director and Chairman of the Audit Committee.

Richard R. Singleton			Director and Chairman of the Compensation Committee.

c) Debt Settlements

1) Upon the resignation of G. Michael Hogan as an officer and director of the Company on August 19, 2015, all accrued and unpaid salaries to that date of $676,333 ($600,000 as at December 31, 2014) were settled in exchange for 600,000 common shares (worth approximately $18,000 based on August 19, 2015 share prices). This transaction has been recorded during the quarter ended September 30,2015.

2) Mr. William Hogan resigned from the Board of Directors on February 27, 2013, and his compensation via his FutureWorth Capital Corp. consulting agreement terminated as of December 31, 2012. On August 19, 2015, FutureWorth Capital Corp. settled all accrued and unpaid compensation of $180,000 to that date ($180,000 as at December 31,2015) for 240,000 common shares (worth approximately $7,200 based on August 19, 2015 share prices). This transaction has been recorded during the quarter ended September 30, 2015.

F- 13

Exhibit 10.1

MINERAL LEASE AGREEMENT

THIS MINERAL LEASE AGREEMENT (hereinafter the “Mineral Lease”) is made and entered into as of this 23rd day of January, 2012, by and between Can Cal Resources, Ltd., a Nevada corporation, as Lessor (hereinafter referred to as “Can-Cal” or “Lessor”) and GoodCorp Inc., as Lessee, (hereinafter referred to as “GoodCorp” or “Lessee”).

W I T N E S S E T H :

WHEREAS, Can-Cal is the owner of that certain property situated 45 miles east of the city of Barstow, CA, containing 120 acres, more or less, which property, including all Ore and Minerals (as hereinafter defined) situated therein, thereon and thereunder and all improvements thereon and appurtenances thereto, is hereinafter referred to as the “Property” and is more fully described on Exhibit A, attached hereto;

WHEREAS, GoodCorp desires to enter this Mineral Lease Agreement for the Property from Can-Cal, in order to separate the available Fines, and Can-Cal desires to enter into this Mineral Lease Agreement in order to enable GoodCorp the opportunity for the separation of the Fines situated thereon the Property, for the mutual benefit of GoodCorp and Can-Cal;

NOW, THEREFORE, in consideration of ten dollars ($10.00) in hand paid to Can-Cal, the receipt and sufficiency of which are hereby acknowledged, and further in consideration of the covenants hereinafter set forth, Can-Cal and GoodCorp agree as follows:

1. DEMISE. Lessor does hereby lease and demise the Property to GoodCorp for the Term and upon the covenants and conditions set forth in this Mineral Lease for the purposes of extracting, separating and removing the Fines contained within the gravel lying upon such Property and for other purposes set forth herein.

2. DEFINITIONS. The following words and terms wherever used in this Mineral Lease are defined as follows:

“Environmental Laws” means all federal, state, county, territorial, regional, municipal and local laws, statutes, ordinances, codes, rules and regulations related to protection of the environment or the handling, use, generation, treatment, storage, transportation or disposal of Hazardous Materials.

“Fines” means that portion of the Ore that is separated using 40 mesh or greater separating equipment.

“Hazardous Materials” means any hazardous or toxic substance, material or waste that is regulated by any federal, state, county, territorial, regional, municipal or local governmental authority under any Environmental Law now or hereafter effective, including, without limitation, any waste, pollutant, hazardous substance, toxic substance, hazardous waste, special waste, petroleum or petroleum-derived substance or waste, or any constituent of any such substance or waste.

“Minerals” shall mean all minerals as set forth in Exhibit B that are included in the Fines and mineral substances of whatsoever nature and character, including any Precious Metals that are not specifically listed in Exhibit B, now known to exist or which may be subsequently discovered or subsequently classified as minerals or mineral substances, irrespective of whether at the time of the execution of this Mineral Lease any said mineral or substance was considered in connection with the Property.

“Ore” shall mean the gravel, rock, sediments, and other materials currently stockpiled on the Property.

“Tailings” shall mean the material and residue of Ore after extracting and separating the Fines.

“Term” shall mean the initial term of this Mineral Lease and any extension and renewal thereof.

“Waste Material” shall mean Fines extracted and separated by GoodCorp which does not have commercial value for its mineral content.

3. RIGHTS OF LESSEE. Can-Cal grants unto GoodCorp the following rights and privileges on the Property:

(a) The exclusive right and privilege during the Term of this Mineral Lease to extract and separate Fines which may be found upon the Property, in such manner as GoodCorp, in its sole discretion, deems advisable; the rights set forth in the preceding sentence shall be exclusive to GoodCorp for the stated purposes of this lease, but limited by the following proviso clause; provided, however, that GoodCorp is specifically prohibited from the sale, transfer or removal of any Ore other than Fines from the Property without expressed agreement by Can-Cal;

(b) The non-exclusive right to use and affect the surface of the Property, as may be necessary or incidental to the exercise of the rights herein granted;

(c) The exclusive right to stockpile Fines, from the Property, on the Property so long as this Mineral Lease is in effect, provided such stockpiles are in compliance with all applicable Environmental Laws;

(d) The non-exclusive right to deposit Tailings on the Property following the separation process;

(e) The exclusive right, to construct, assemble, erect, use, maintain, improve, repair, replace, rebuild, remove and relocate in or upon the Property such machinery, equipment, and such other improvements and services, including roads, inclines, drifts, entry ways, pipelines, telephone lines, electric transmission lines, railroads, or conveyors, as may be necessary or incidental to the extraction and separation of Fines and the sale and disposition of Minerals produced from the Fines. In the event that Can-Cal and GoodCorp mutually agree that access to a railroad spur should be available, all costs with respect to gaining access to the railroad spur will be shared equally between Can-Cal and GoodCorp;

(f) The non-exclusive right to use, subject to applicable laws, rules and regulations and in compliance with all Environmental Laws, any surface or ground water situated within or upon the Property in connection with GoodCorp's operations hereunder; provided, however, that GoodCorp shall not take water from Lessor's existing wells, tanks or surface reservoirs without the written consent of Lessor, which consent shall not be unreasonably withheld;

(g) The non-exclusive right, to be exercised in connection with GoodCorp's operations hereunder, to cut and use timber situated upon the Property, subject to the provisions of Paragraph 5 below; and

(h) all other rights and privileges which are necessary to GoodCorp in the exercise of any or all of the rights hereinabove set forth which are not in conflict with Lessor’s rights under this Mineral Lease or with applicable state, federal or local laws, ordinances and regulations including, without limitation, all Environmental Laws.

4. TERM. The Term of this Mineral Lease shall commence on the date of this Mineral Lease, and as first set forth above and shall, subject to GoodCorp's right to terminate as set forth in Paragraph 16 below, and to Lessor's right to terminate as set forth in Paragraph 17 below, continue for an initial period of ten (10) years from said date, unless extended pursuant to the terms hereof. The Lessee shall have the option to extend the Term of this Mineral Lease for an additional five (5) year period exercisable at any time no less than three (3) months prior to the expiry of the initial term, provided that the Lessee and the Lessor shall renegotiate the Production Payments, which negotiations the Lessee and the Lessor shall enter into and pursue in good faith.

5. DAMAGES. GoodCorp shall pay Lessor reasonable compensation for any damages to fences, existing structures or other tangible improvements, timber, crops or livestock resulting from GoodCorp's operations on the Property, but GoodCorp shall not be liable for consequential, special or incidental damages such as, but not limited to, loss of opportunity or loss of future profits. The determination of reasonable compensation for damages shall be mutually agreed upon by the parties hereto; but if the parties are unable to agree, then each shall appoint at its own expense a qualified appraiser to separately appraise the applicable amount of damages. The average of three (3) independent appraisals mutually agreed upon by both parties and shall be the basis of compensation.

6. PRODUCTION PAYMENT. In the event that GoodCorp shall extract, separate and remove from the property Fines in accordance with this Agreement, GoodCorp shall pay to Lessor a production fee (“Production Payment”), within thirty (30) days of such separation or removal, equal to:

(i) Twelve United States dollars (US$12.00) per ton of Fines removed from the Property for the initial 20,000 tons of Fines removed from the Property;

(ii) Eleven United States dollars and fifty cents (US$11.50) per ton of Fines removed from the Property in excess of 20,000 tons up to and including 40,000 tons of Fines removed from the Property;

(iii) Eleven United States dollars (US$11.00) per ton of Fines removed from the Property in excess of 40,000 tons up to and including 60,000 tons of Fines removed from the Property;

(iv) Ten United States dollars and fifty cents (US$10.50) per ton of Fines removed from the Property in excess of 60,000 tons up to and including 80,000 tons of Fines removed from the Property;

(v) Ten United States dollars (US$10.00) per ton of Fines removed from the Property in excess of 80,000 tons up to and including 100,000 tons of Fines removed from the Property; and

7. TAILINGS AND WASTE MATERIAL. Lessee agrees that it will stockpile all Waste Material and Tailings on the Property and agrees that such stockpiles will be made and maintained in compliance with all applicable Environmental Laws.

8. BOOKS AND RECORDS: INSPECTION

(a) GoodCorp shall keep books and records necessary to document the quantity and quality of all Fines extracted and separated on the Property and all Minerals produced from the Fines. Each month GoodCorp would provide an elemental analysis of the material produced provided by an independent laboratory and the results will be forwarded to Can-Cal.

(b) Lessee shall install and maintain a bucket scale or truck scale to weigh all Fines extracted and separated immediately prior to their removal from the Property. Lessee shall weigh all Fines extracted on the property by use of a bucket scale or truck scale to determine and record the net weight of all Fines that have been extracted from the property. Scale tickets or other automatic means shall be used to record the net weight of all such Fines. For the purpose of permitting verification by Lessor of any amounts due hereunder, Lessee will keep and preserve supporting documentation and records which shall disclose in reasonable detail all information required to permit Lessor to verify the Production Payment calculations under this Lease. Upon reasonable advance notice to Lessee, Lessor or its agents shall have the right, during Lessee’s regular business hours, to examine or audit such supporting documentation and records. Lessee shall retain such supporting documentation and records for a period of one (1) year following the termination or expiration of this Lease.

(c) On or before the 25 ^th day of the month following commencement of operations by the lessee and for each full month of this Lease, Lessee shall forward to Lessor, at the address herein given or at such other place or places as Lessor shall from time to time designate in writing, monthly reports indicating thereof the quantity of Fines extracted and dispatched from the Property during the previous month, as well as a computation of the Production Payment due thereon, and a check in payment of the total amount due thereon.

(d) In the event that Lessor and GoodCorp cannot agree as to the accuracy of the calculation of the Production Payment, then either party may refer the matter to arbitration under Paragraph 19 hereof.

9. PERFORMANCE OBLIGATIONS

(a) Operations and Reclamation. GoodCorp shall conduct its operations (including all reclamation work) on the Property in a careful and workmanlike manner and in compliance with all applicable laws, ordinances and regulations of all governmental authorities having jurisdiction over the Property or GoodCorp's operations including, without limitation all Environmental Laws.

(b) Notice of Discovery. GoodCorp shall notify in writing Can-Cal in the event that GoodCorp discovers Precious Metals, as set forth in Exhibit C, on the Property.

(c) Pledge Not to Compete. GoodCorp and Cal-Cal shall not, and each shall cause its affiliates and associates to not, conduct its business in a manner which is in competition with the other parties business.

10. TAXES AND UTILITIES.

(a) Lessee shall pay prior to delinquency all personal property taxes applicable to Lessee’s personal property, fixtures, furnishing and equipment located on the Property, as well as all production or severance taxes computed or based upon removal by Lessee of Materials from the Property. If Lessee shall in good faith desire to contest the validity or amount of any tax, assessment, levy, or other governmental charge herein agreed to be paid by Lessee, Lessee shall be permitted to do so, and to defer payment of such tax or charge, until final determination of the contest. If the outcome of such contest is unfavorable to Lessee, Lessee shall immediately pay all taxes, charges, interest and penalties determined to be due.

(b) Lessee agrees to pay all expenses for heat, electricity, lighting, telephone, waste management fees and charges for water assessed against the Leased Premises after Lessee takes physical possession of the Leased Premises, arising from Lessee’s activities thereon, at such time as said charges become due. After the Lessee takes physical possession of the Leased Premises and is in the production phase, the Lessor agrees that it will not allow any third party to occupy the Property/Leased Premises without the prior written approval of the Lessee.

11. PERMITS.

(a) Lessee shall use its good faith efforts to cause all permits associated with its operations on the Property to be issued in the names of Lessee and Lessor provided, however, that the parties agree and acknowledge that such permits are only applicable for activities associated with the extraction, separation and removal of Fines. Lessee shall pay for any fees or costs associated with obtaining and maintaining such permits.

(b) In the event that Lessee's permits are terminated or not renewed as a result of Lessor's actions, Lessee may, in its sole discretion, either (i) terminate this Lease with no further obligations hereunder; or (ii) suspend the term of this Lease until Lessee reinstates such permits, up to a maximum period of two (2) years. During such suspension period, Lessee shall have no obligation to make any Production Payments. In the event Lessee's permits are not reinstated prior to the expiration of such two (2) year period, or in the event Lessee notifies Lessor that it has abandoned its efforts to reinstate such permits, this Lease shall terminate, and Lessee shall have no further obligations hereunder. In the event that Lessee reinstates such permits within such two (2) year period, the applicable term of this Lease shall be extended for the period of suspension.

12. LESSOR’S RESERVED RIGHTS

(a) The rights of Lessee granted hereby shall be subject to Lessor's reserved concurrent right to use the Property for the purpose of exploration, development and mining of Minerals other than from Fines and the use of any surface or underground water or water rights occurring on or appurtenant to the Property; so long as Lessor's use does not interfere with the rights granted Lessee herein. Lessee shall be entitled to compensation for any damages caused to Lessee by Lessor's use of the Property.

(b) Lessor shall not conduct its operations in any way which would adversely affect Lessee's use of the Property in accordance with this Agreement.

(c) Lessor agrees that for so long as this Lease is in effect, it will not use (and subject to section 22, will cause any subsequent lessee or sub-lessee to not use) any Minerals from the Property in any manner which is in competition with Lessee's operations in accordance with this Agreement.

13. INSURANCE. Each party shall, at its sole cost and expense, commencing no later than the date upon which the Lessee commences operations on the Property, and continuing throughout the duration of this Lease, obtain, keep, and maintain in full force and effect comprehensive general public liability insurance against claims for personal injury, bodily injury, death, or property damage occurring in, upon, or about the Property in an amount of not less than Five Million United States Dollars (US$5,000,000.00) in respect to injury or death of one person and to the limit of not less than Five Million United States Dollars (US$5,000,000.00) in respect to any one accident, and to the limit of not less than Five Million United States Dollars (US$5,000,000.00) in respect to property damage with respect to the use of the Property. Each party shall deliver to the other party certificates of insurance, which shall declare that the respective insurer may not cancel the same, in whole or in part, without giving each party written notice of its intention to do so at least thirty (30) days' prior written notice.

14. INDEMNIFICATION.

(a) Lessee shall pay, defend and indemnify and hold Lessor and its officers, directors, shareholders, agents and employees (“Lessor Indemnified Parties,” individually a “Lessor Indemnified Party”) harmless from and against any and all claims of liability for injury or damage to any person or property arising from the use of the Property by Lessee, or from the conduct of Lessee's business, or from any activity, work or thing done, permitted or suffered by Lessee or Lessee's invitees, licensees, agents, contractors or employees in or about the Property or elsewhere. Lessee shall further pay, defend, indemnify and hold the Lessor Indemnified Parties harmless from and against any and all claims arising from any breach of any representation, warranty or covenant hereunder, or default in the performance of any obligation on Lessee's part to be performed under this Lease, or arising from any negligence of Lessee or Lessee's invitees, licensees, agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or action or proceeding brought thereon. In the event any action or proceeding is brought against any Lessor Indemnified Party by reason of any such claim, Lessee, upon notice from such Lessor Indemnified Party, shall defend the same at Lessee's expense by counsel reasonably satisfactory to such Lessor Indemnified Party.

(b) Lessor shall pay, defend and indemnify and hold Lessee and its officers, directors, shareholders, agents and employees (“Lessee Indemnified Parties,” individually a “Lessee Indemnified Party”) harmless from and against any and all claims of liability for injury or damage to any person or property arising from the use of the Property by Lessor, or from the conduct of Lessor's business, or from any activity, work or thing done, permitted or suffered by Lessor or Lessor's invitees, licensees, agents, contractors or employees in or about the Property or elsewhere. Lessor shall further pay, defend, indemnify and hold the Lessee Indemnified Parties harmless from and against any and all claims arising from any breach of any representation, warranty or covenant hereunder or default in the performance of any obligation on Lessor's part to be performed under this Lease, or arising from any negligence of Lessor or Lessor's invitees, licensees, agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or action or proceeding brought thereon. In the event any action or proceeding is brought against any Lessee Indemnified Party by reason of any such claim, Lessor, upon notice from such Lessee Indemnified Party, shall defend the same at Lessor's expense by counsel reasonably satisfactory to such Lessee indemnified Party.

15. LIENS. If any liens or claims of mechanics, laborers, or material men shall be filed against the Property or any part or parts thereof, for any work, labor, or materials furnished or claimed to be furnished to Lessee, or on behalf of Lessee, then Lessee shall cause such lien to be discharged within thirty (30) days after the date such lien is filed; or if such lien is disputed by Lessee and Lessee contests the same in good faith, Lessee shall cause such lien to be discharged within thirty (30) days after the date of any judgment by any court of competent jurisdiction shall become final.

16. LESSEE’S RIGHT TO TERMINATE. GoodCorp may terminate this Mineral Lease:

(i) With the prior written consent of Can-Cal;

(ii) If any court of competent jurisdiction or any governmental, administrative or regulatory authority, agency or body shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by this Agreement;

(iii) In the event that Can-Cal files a petition in bankruptcy or be adjudicated a bankrupt or insolvent, or make an assignment for the benefit of creditors or an arrangement pursuant to any bankruptcy law, or discontinue or dissolve its business, or if a receiver is appointed for Can-Cal’s business and such receiver is not discharged within thirty (30) days; or

(iv) If Can-Cal breaches any of its representations or warranties hereof or fails to perform in any material respect any of its covenants, agreements or obligations under this Mineral Lease, without curing such failure with ten (10) days written notice thereof (or moving to cure such failure is the event of such failure cannot be feasibly cured within such period);

(v) If there is a change of control of Can-Cal, including a change in the majority of the board of directors of Can-Cal;

17. LESSOR’S RIGHT TO TERMINATE. Can-Cal may terminate this Mineral Lease:

(i) With the written consent of GoodCorp;

(iii) If GoodCorp breaches any of its representations or warranties hereof or fails to perform in any material respect any of its covenants, agreements or obligations under this Mineral Lease, without curing such failure within thirty (30) or longer if necessary given the situation) days written notice thereof (or moving to cure such failure is the event of such failure cannot be feasibly cured within such period

(iv) In the event that GoodCorp fails to obtain or maintain sufficient property liability insurance, which policies shall be made available to Can-Cal upon GoodCorp’s commencement of mining, excavation or construction, of any kind whatsoever, on the Property, without curing such failure with thirty (30) days written notice thereof; provided, however, that during such notice period GoodCorp shall cease any and all activity on the Property until such cure (or termination);

(v) In the event that GoodCorp files a petition in bankruptcy or be adjudicated a bankrupt or insolvent, or make an assignment for the benefit of creditors or an arrangement pursuant to any bankruptcy law, or discontinue or dissolve its business, or if a receiver is appointed for GoodCorp’s business and such receiver is not discharged within thirty (30) days;

(vi) In the event that GoodCorp (i) fails to notify Can-Cal of its discovery of any Precious Metals, as set forth in Exhibit C, on the Property or (ii) sells, transfers or removes Precious Metals, as set forth in Exhibit C, from the Property without the prior written consent of Can-Cal, this Mineral Lease shall at Can-Cal’s option terminate upon written notice by Can-Cal to GoodGorp.

18. EXPROPRIATION.

(a) In the event a part of the Property shall be taken, by eminent domain for any public or quasi-public purpose, or transferred by agreement in connection with such public or quasi-public use, with or without any expropriation or condemnation proceeding being instituted, and such taking does not materially affect Lessee's operations, only the Lease on the portion taken shall then expire, on the date when title to such portion of the Property vests in the appropriate authority or on the date possession is required to be surrendered, whichever is earlier. The compensation or damages for this taking shall be apportioned by and between the Lessor and Lessee taking into consideration the residual value of the land and surface rights to Lessor, the value of this Lease and the unseparated Fines at the time of taking to the Lessee, and the future anticipated royalties to the Lessor.

(b) In the event that all or substantially all of the Property shall be taken by eminent domain for any public or quasi-public purpose such that Lessee's operations are no longer economically feasible, then this Lease shall expire on the date when title to the Property vests in the appropriate authority or on the date possession is required to be surrendered, whichever is earlier. The compensation or damages for this taking shall be apportioned by and between the Lessor and Lessee taking into consideration the residual value of the land and surface rights to Lessor, the value of this Lease and the unseparated Fines at the time of taking to the Lessee, and the future anticipated royalties to the Lessor.

(c) A voluntary sale or conveyance under threat of expropriation or condemnation but in lieu thereof, shall be deemed an appropriation or taking under the power of eminent domain.

19. ARBITRATION. Any disagreement between the Lessor and the Lessee shall be referred to arbitration before a single arbitrator pursuant to the rules and regulations of the American Arbitration Association. The decision of any such arbitrator shall be final and binding on the parties and the costs and fees relating thereto shall be borne and paid in the manner the arbitrator determines to be fair and equitable.

20. SUBORDINATION. This Lease at Lessor's option shall be subject and subordinate to the lien of any mortgages or deeds of trust in any amount whatsoever now or in the future placed on or against the Property; provided, however, that as long as Lessee is not in default hereunder, any lien or encumbrance shall provide that the holder thereof will recognize Lessee's rights under this Lease notwithstanding foreclosure of such lien or encumbrance.

21. NOTICES. Any notice or other communication which may be permitted or required under this Lease shall be in writing and shall be delivered personally or sent by United States registered or certified mail, postage prepaid, addressed as follows, or to any other address as either party may designate by notice to the other party:

If to Lessor

Can-Cal Resources Ltd.

8205 Aqua Spray Avenue, Las Vegas, NV 89128

Las Vegas, Nevada 89128 USA

With a copy to:

Davis LLP

1000, 250 2nd Street S.W. Calgary, Alberta T2P 0C1

Attention: Roy H. Hudson

If to Lessee:

GoodCorp Inc.

715 Sunset Blvd, Suite 100

Los Angeles CA 90046

Attention Mr. Chandler Warren

22. ASSIGNMENT. Lessee shall not assign or transfer this Lease, or sublet the Property or any part thereof, without Lessor's prior written consent, which consent will not be unreasonably withheld or delayed; except that such consent shall not be required if such sublease, assignment, or transfer by Lessee is to an affiliate of Lessee.

23. BINDING ON SUCCESSORS AND ASSIGNS. All covenants, agreements, provisions, and conditions of this Lease shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, personal representatives, successors, and assigns.

24. PARTIAL INVALIDITY. If any term or provision of this Lease shall to any extent be held invalid or unenforceable, then the remaining terms and provisions of this Lease shall not be affected thereby, but each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. In the event that any provision of Agreement relating to the time periods and/or geographic areas of any restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas that such court deems reasonable and enforceable, the time period and/or geographic areas of restriction deemed reasonable and enforceable by the court shall become and thereafter be the maximum time period and/or geographic areas.

25. GOVERNING LAW. This Lease shall be governed by the laws of the State of California.

26. CAPTIONS. The captions of this Lease are for convenience only and are not to be construed as part of this Lease and shall not be construed as defining or limiting in any way the scope or intent of the provisions of this Lease.

27. NO WAIVER. No waiver of any covenant or condition contained in this Lease or of any breach of any such covenant or condition shall constitute a waiver of any subsequent breach of such covenant or condition by either party or justify or authorize the non-observance on any other occasion of the same or any other covenant or condition.

28. ENTIRE AGREEMENT; MODIFICATION. This Lease represents the entire understanding and agreement between the parties and supersedes all prior written instruments or memoranda with respect thereto. No modification of this Lease shall be binding unless it is in writing and executed by an authorized representative of Lessor and Lessee.

29. COUNTERPARTS. This Lease may be executed in one or more counterparts which, together, shall constitute an original and binding agreement on the parties hereto.

30. RELATIONSHIP OF THE PARTIES. Nothing contained in this Lease shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent, partnership, or joint venture between the parties hereto, it being understood and agreed that no provision contained in this Lease nor any acts of the parties hereto shall be deemed to create any relationship other than the relationship of landlord and tenant.

31. INCORPORATION OF EXHIBITS. This Lease shall be deemed to have incorporated by reference all of the Exhibits referred to herein to the same extent as if such Exhibits were fully set forth herein.

32. ATTORNEYS’ FEES. If either party takes any steps or brings any action to compel performance of or to recover for breach of any term of this Lease, the losing party shall pay reasonable attorneys' fees of the prevailing party, in addition to the amount of any judgment and costs.

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the day and year first above written.

Executed on January 23, 2012 LESSEE:

GOODCORP INC.

_________________________________

By: A. Chandler Warren, Executive Vice President

LESSOR:

CAN-CAL RESOURCES, LTD.

By: G. Michael Hogan, President & CEO

Exhibit A

The Pisgah Mine Project is located in San Bernardino County, 72 kilometers (45 miles) east of the city of Barstow, California, and 307 kilometers (192 miles) south-southeast of Las Vegas, Nevada, United States. Barstow lies near the southwest border of California, east of the junction of Interstate 15, Interstate 40 and U.S. Route 66. The Project is centered at Latitude 34 ^o 44' 47” North, Longitude 116 ^o 22' 29” West, or UTM (metric) co-ordinates 55700 E/384500 N in Zone 11, datum point NAD 27. It lies within Section 32, Township 8 North, Range 6 East from San Bernardino Meridian. It has an area of 48.4 hectares (120.2 acres). In 1997 Can-Cal Resources Ltd., a Las Vegas, NV based exploration company, gained 100% ownership of the claim which covers the Pisgah property.

Access to the Pisgah Project is by the paved 2-lane paved road from the junction of Interstate 15 and Interstate 40 just east of Barstow, California travel east along Interstate 40 for 52 kilometers (32.5 miles). Take the Hector Rd. Exit and turn right onto Hector Rd. From here turn left onto Historic Route 66 for 7.4 kilometers (4.6 miles), and then turn right (south) onto the Pisgah Crater road. Follow this road for 3.2 kilometers (2.0 miles) to the Pisgah Crater workings.

The Pisgah Mining Property lies near the south end of the Mojave Desert. The region forms the southwestern extent of Precambrian continental North America and rests at the present plate edge formed by the San Andreas transform fault. An oceanic plate has bordered the region since late Precambrian time. Starting in late Miocene time the Mojave Desert area was dissected by NW-trending right-lateral strike-slip faults with local areas of E-trending left-lateral strike-slip faults.

Exhibit B - Minerals

1. Lithium

2. Boron

3. Sodium

4. Magnesium

5. Aluminium

6. Potassium

7. Calcium

8. Scandium

9. Chromium

10. Vanadium

11. Manganese

12. Cobalt

13. Nickel

14. Zinc

15. Copper

16. Arsenic

17. Selenium

18. Strontium

19. Rubidium

20. Yttrium

21. Zirconium

22. Niobium

23. Molybdenum

24. Cadmium

25. Tin

26. Antimony

27. Barium

28. Caesium

29. Lanthanum

30. Cerium

31. Praseodymium

32. Neodymium

33. Samarium

34. Europium

35. Gadolinium

36. Terbium

37. Dysprosium

38. Holmium

39. Erbium

40. Thulium

41. Ytterbium

42. Lutetium

43. Hafnium

44. Tantalum

45. Tungsten

46. Thallium

47. Lead

48. Thorium 49. Uranium

Exhibit C—Precious Metals

1. Platinum

2. Rhodium

3. Gold

4. Iridium

5. Osmium

6. Palladium

7. Rhenium

8. Ruthenium

9. Silver

Exhibit 10.2

UNSECURED PROMISSORY NOTE

The holder of this security must not trade the security in or from a jurisdiction of Canada unless the conditions in section 13 of Multilateral Instrument 51-105 “Issuers Quoted in the U.S. Over-the-Counter Market” are met.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO THE TRANSFER AGENT OF THE CORPORATION.

THESE SECURITIES MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON CANADIAN STOCK EXCHANGES. IF THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF TRANSFER, A NEW CERTIFICATE, BEARING NO LEGEND, MAY BE OBTAINED FROM THE TRANSFER AGENT OF THE CORPORATION UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE CORPORATION AND THE TRANSFER AGENT OF THE CORPORATION AND, IF SO REQUIRED BY THE TRANSFER AGENT OF THE CORPORATION, AN OPINION OF COUNSEL, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.

Amount: US$5,000

November 30, 2012

CAN-CAL RESOURCES LTD., a public company incorporated in the State of Nevada, USA (Trading Symbol: NASDAQ OTCBB – “CCRE”) (the “Borrower” or “CAN-CAL”) for value received hereby promises to pay to the order of FutureWorth Capital Corp. (the “Holder”), located at 1712 25 Street SW, Calgary, Alberta, Canada, T3C1J6 on or before November 30, 2013 (the “Maturity Date”), the principal sum of US$5,000.

Interest shall accrue on such part of the principal amount as remains from time to time outstanding hereunder at the rate of ten percent (10%) per annum, both after and before the Maturity Date, default and judgment, with interest on overdue interest at the same rate, computed from the date hereof and calculated and payable on the earlier of the Maturity Date and the date on which the principal amount is paid in full.

In addition, on (maturity date), the Borrower will grant to the Holder, 20,000 Common Share Purchase Warrants (“Warrants”) for each $5,000 Principal Amount, with each Warrant entitling the Holder to purchase one Common Share of the Corporation at an exercise price of US$0.10 per Common Share until November 30, 2014.

At any time following the date that is three months from the date of this promissory note, the Borrower has the right to prepay all or a portion of this promissory note without additional bonus or penalty. This promissory note is non-assignable and non-transferable without the prior written consent of the Borrower.

The Borrower hereby waives grace, presentment for payment, notice of non-payment, notice of non-payment, notice of protest, notice of intent to accelerate, notice of acceleration, demand, diligence, presentment and time of commencement of suit.

Time is of the essence with respect to this unsecured promissory note.

Extension of time for payment of all or any part of the amount owing hereunder or otherwise at the time or times or failure of the Holder to enforce any of its rights or remedies hereunder or under any instrument securing this promissory note or any release or surrender of property shall not release the Borrower and shall not constitute a waiver of the right of the Holder to enforce any of such rights or remedies thereafter.

This unsecured promissory note shall be construed, interpreted and governed in accordance with the laws of the State of Nevada and United States applicable therein.

	Can-Cal Resources Ltd.

	Per:

	____________________
	*Authorized Signatory*

Exhibit 10.3

SUBSCRIPTION AGREEMENT FOR A PROMISSORY NOTE

TO:

CAN-CAL RESOURCES LTD. (the “Corporation”)

The undersigned (hereinafter referred to as the “ Subscriber ”) hereby irrevocably subscribes for the aggregate principal amount of a 10% unsecured promissory note of the Corporation (“ Promissory Note ”) set forth below for the aggregate subscription amount set forth below (the “ Aggregate Subscription Amount ”), upon and subject to the terms and conditions set forth in “Terms and Conditions of Subscription for a Promissory Note of Can-Cal Resources Ltd.” attached hereto (together with this page and the attached exhibits, the “ Subscription Agreement ”).

____________________ (Name of Subscriber – please print) By: X (Authorized Signature) ____________________ (Official Capacity or Title - please print) ____________________ (Please print name of individual whose signature appears above if different than the name of the Subscriber printed above.) ____________________ (Subscriber’s Address including Postal Code) ____________________ ____________________ (Telephone Number) (Email Address)		Aggregate Subscription Amount: US$____________________ (Must be multiples of $5,000)


		If the Subscriber is signing as agent for a principal, unless it is deemed to be purchasing as principal under NI 45-106, complete the following and ensure that the applicable Exhibit(s) are completed on behalf of such principal: ____________________ (Name of Principal) ____________________ (Principal’s Address including Postal Code) ____________________ (Telephone Number) (Email Address)

Register the Promissory Note Exactly as set forth below: ____________________ (Name) ____________________ (Account reference, if applicable) ____________________ (Address) ____________________ (Address)		Deliver the Promissory Note as set forth below: ____________________ (Name) ____________________ (Account reference, if applicable) ____________________ (Contact Name) ____________________ (Address)
TO BE COMPLETED BY SUBSCRIBERS RESIDENT IN BRITISH COLUMBIA: The Subscriber is □ or is not □ a registrant as defined in the Securities Act (British Columbia) (the “ Act ”). [ Please check applicable box ] The Subscriber is □ or is not □ an insider of the Corporation as defined in the Act. [ Please check applicable box ] If the Subscriber is an insider or a registrant, the Subscriber currently owns, directly or indirectly, the following number of securities (including options, warrants and other convertible securities) of the Corporation:_______________________________

ACCEPTANCE: The Corporation hereby accepts the subscription as set forth above on the terms and conditions contained in this Subscription Agreement.

November 30, 2012

CAN-CAL RESOURCES LTD.

By: ______________________________

Authorized Signatory

Subscription No:

TERMS AND CONDITIONS OF SUBSCRIPTION FOR

A PROMISSORY NOTE OF CAN-CAL RESOURCES LTD.

Terms of the Offering

1. The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that this subscription is subject to rejection or allotment by the Corporation in whole or in part at any time prior to closing.

2. The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that the Promissory Note subscribed for by it hereunder forms part of a larger issuance and sale by the Corporation of Promissory Notes for total gross proceeds of up to US$200,000 (the “ Offering ”). Depending on market conditions, the Corporation reserves the right to increase the gross proceeds under the Offering.

3. The Promissory Note will be evidenced by a certificate substantially in the form as attached hereto in Exhibit 5 (the “ Promissory Note Certificate ”) and will include the following terms:

(a)

the Promissory Notes are unsecured and shall evidence indebtedness of the Corporation to the holder thereof in the principal amount stated on the Promissory Note and such principal amount shall be equal to the Aggregate Subscription Amount stated on the face page hereof (“ Principal Amount ”);

(b)

the Promissory Note will have a term (the “ Term ”) of one year (the one year anniversary of the Promissory Note being the “ Maturity Date ”) and on the Maturity Date, the Principal Amount of the Promissory Note then outstanding and all accrued but unpaid Interest (as defined below) shall become immediately due and payable in cash by the Corporation to the holder thereof in full;

(c)

the Corporation may, at its sole discretion, at any time following the date that is three months from the Closing Date (as defined below) and before the Maturity Date, without additional bonus, notice or penalty, repay the entire Principal Amount and all accrued but unpaid Interest, calculated to the date of repayment;

(d)

the Principal Amount of the Promissory Note will bear interest at the rate of 10% per annum (“ Interest ”), and Interest payments will be paid in cash to the Subscriber in arrears and on the earlier of the Maturity Date and the date on which the Principal Amount is paid in full;

(e)

on the Closing Date (as defined herein), the Corporation will also grant to the Subscriber 20,000 common share purchase warrants (“ Warrants ”) for each $5,000 of Principal Amount subscriber for hereunder, with each Warrant entitling the holder to purchase one common share of the Corporation (“ Underlying Share ”) at an exercise price of US$0.10 per Underlying Share until the date that is two years from the Closing Date;

(f)

the Promissory Note, the Warrants and the Underlying Shares issuable upon proper exercise of the Warrants are sometimes collectively referred to in this Subscription Agreement as the “ Securities ” ;

(g)

the foregoing description of the Promissory Note is a summary only and is subject to the detailed provisions of the Promissory Note Certificate pursuant to which such Promissory Note is issued, which is substantially in the form attached hereto as Exhibit 5 , and i f there is a discrepancy between the terms of the Promissory Note as stated in this Subscription Agreement and the Promissory Note Certificate, the Promissory Note Certificate shall govern ;

(h)

the terms and conditions which govern the Warrants will be referred to on the certificates representing the Warrants and will, among other things, include provisions for the appropriate adjustment in the class, number and price of the shares issuable upon exercise of the Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Corporation’s common shares, the payment of stock dividends and the amalgamation, arrangement or reorganization of the Corporation. The issue of the Warrants will not restrict or prevent the Corporation from obtaining any other financing, or from issuing additional securities or rights, during the period within which the Warrants may be exercised.

4. BY EXECUTING THIS SUBSCRIPTION AGREEMENT, THE SUBSCRIBER (ON ITS OWN BEHALF AND, IF APPLICABLE, ON BEHALF OF EACH PERSON ON WHOSE BEHALF THE SUBSCRIBER IS CONTRACTING) ACKNOWLEDGES THAT THE CORPORATION IS A “REPORTING ISSUER” IN BRITISH COLUMBIA AND ALBERTA ONLY BY VIRTUE OF MULTILATERAL INSTRUMENT 51-105 “ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKETS” (“MI 51-105”). THE SUBSCRIBER WILL NOT BE ABLE TO RESELL THE SECURITIES SUBSCRIBED FOR UNDER THIS SUBSCRIPTION AGREEMENT EXCEPT IN ACCORDANCE WITH THE REQUIREMENTS OF MI 51-105.

Representations, Warranties, Acknowledgements and Covenants by Subscriber

5. The Subscriber (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) represents, warrants, acknowledges and covenants, as applicable, to the Corporation and its counsel (and acknowledges that the Corporation and its counsel, are relying thereon) both at the date hereof and at the Closing Time (as herein defined) that:

(a)

the Subscriber has been independently advised to consult with the Subscriber’s own legal advisers as to restrictions with respect to trading in the Securities imposed by applicable securities legislation in the jurisdiction in which the Subscriber resides or to which the Subscriber is otherwise subject, confirms that no representation (written or oral) has been made to the Subscriber by or on behalf of the Corporation with respect thereto, acknowledges that the Subscriber is aware of the characteristics of the Securities , the risks relating to an investment therein and of the fact that the Subscriber may not be able to resell the Securities, except in accordance with limited exemptions under applicable securities legislation and regulatory policy until the expiry of the applicable restricted period and compliance with the other requirements of applicable law; and the Subscriber agrees that any certificates representing the Securities will bear a legend indicating that the resale of such Securities is restricted, including the following legend:

“The holder of this security must not trade the security in or from a jurisdiction of Canada unless the conditions in section 13 of Multilateral Instrument 51-105 “ Issuers Quoted in the U.S. Over-the-Counter Market ” are met”; and

(b)

the Subscriber has not received nor been provided with, nor has the Subscriber requested, nor does the Subscriber have any need to receive, any offering memorandum, any prospectus, or any other similar document (other than, if any, an annual report, annual information form, interim report, information circular, take-over bid circular, issuer bid circular, prospectus, or other continuous disclosure document), the content of which, if applicable, is prescribed by securities law and that, in each case, has been filed, if applicable, with applicable securities commissions, such document describing, or purporting to describe, the business and affairs of the Corporation; and

(c)

the Subscriber has not become aware of and the purchase of the Promissory Note is not made through or as a result of any general solicitation or any advertisement in printed media of general and regular paid circulation (or other printed public media), radio, television or telecommunications or other form of advertisement (including electronic display such as the Internet) with respect to the distribution of the Promissory Note; and

(d)

the Subscriber is, or is deemed to be, purchasing the Promissory Note as principal for the Subscriber’s own account, not for the benefit of any other person, for investment only and not with a view to the resale or distribution of all or any of the Securities, the Subscriber certifies that it is resident in the jurisdiction set out as the “Subscriber's Address” on the face page hereof, and if the Subscriber is acting as agent or trustee for a principal/beneficial purchaser, such principal/beneficial purchaser is purchasing as principal for its own account, not for the benefit of any other person, for investment only and not with a view to resale or distribution, and is resident in the jurisdiction set forth in this Subscription Agreement as the “Principal's Address” of the principal/beneficial purchaser and the Subscriber, or the principal/beneficial purchaser, as the case may be, fully complies with the criteria set forth below:

(i)

the Subscriber is resident in or otherwise subject to applicable securities laws of any jurisdiction of Canada and:

(A)

the Subscriber is an “ accredited investor ”, as such term is defined in National Instrument 45-106 - “Prospectus and Registration Exemptions” (“ NI 45-106 ”), and has concurrently executed and delivered a Representation Letter in the form attached as Exhibit 1 to this Subscription Agreement with Appendix A to Exhibit 1 completed indicating that the Subscriber satisfies one of the categories of “accredited investor” set forth in such definition; or

(B)

the Subscriber is one of the following and has so indicated by identifying the applicable subsection :

___	(I)	an employee, executive officer (as defined in NI 45-106), director or consultant of the Corporation or a related entity (as defined in NI 45-106) of the Corporation; or

___	(II)	a permitted assign (as defined in NI 45-106) of a person referred to in (I) above; and

participation in the purchase is “voluntary” as explained in NI 45-106; or

(ii)

the Subscriber is resident in or otherwise subject to applicable securities laws of any jurisdiction of Canada, other than Ontario , is one of the following and has so indicated by identifying the applicable subsection and, if a close personal friend or close business associate, has completed, executed and delivered Exhibit 2 to this Subscription Agreement :

___	(A)	a director, executive officer (as defined in NI 45-106) or control person of the Corporation, or of an affiliate (as defined in NI 45-106) of the Corporation; or

___	(B)	a spouse, parent, grandparent, brother, sister, child or grandchild of any person referred to in subclause (A) above; or

___	(C)	a parent, grandparent, brother, sister, child or grandchild of the spouse of any person referred to in subclause (A); or

___	(D)	a close personal friend of any person referred to in subclause (A); or

___	(E)	a close business associate of any person referred to in subclause (A); or

___	(F)	a founder (as defined in NI 45-106) of the Corporation or a spouse, parent, grandparent, brother, sister, child, grandchild, close personal friend or close business associate of a founder of the Corporation; or

___	(G)	a parent, grandparent, brother, sister, child or grandchild of a spouse of a founder (as defined in NI 45-106) of the Corporation; or

___	(H)	a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons described in subsections (A) through (G) above; or

___	(I)	a trust or estate of which all of the beneficiaries or a majority of the trustees are persons described in subsections (A) through (G) above; and

if the Subscriber is a close friend or close business associate resident in Saskatchewan and is purchasing under subsections (D), (E), (F), (H) or (I) above, the Subscriber has executed and delivered to the Corporation a Risk Acknowledgement Form in the form attached hereto as Exhibit 3 ; or

(iii)

the Subscriber is resident in or otherwise subject to applicable securities laws of Ontario , is one of the following and has so indicated by identifying the applicable subsection :

___	(A)	a founder (as defined in NI 45-106) of the Corporation; or

___	(B)	an affiliate (as defined in NI 45-106) of a founder (as defined in NI 45-106) of the Corporation; or

___	(C)	a spouse, parent, brother, sister, grandparent, child or grandchild of an executive officer (as defined in NI 45-106), director or founder (as defined in NI 45-106) of the Corporation; or

___	(D)	a person that is a control person of the Corporation, or

(iv)

if the Subscriber is a resident of or otherwise subject to applicable securities laws of any ju r isdiction referred to in the preceding subsections but not purchasing thereunder, the Subscriber or any beneficial purchaser for whom the Subscriber is acting, is purchasing pursuant to an exemption from the prospectus and registration requirements (particulars of which are enclosed herewith) available to the Subscriber under applicable securities legislation of the jurisdiction of the Subscriber’s residence and the Subscriber shall deliver to the Corporation such further particulars of the exemption(s) and the Subscriber's qualifications thereunder as the Corporation or its counsel may request; or

(v)

if the Subscriber is resident in or otherwise subject to applicable securities laws of a jurisdiction other than Canada or the United States , the Subscriber confirms, represents and warrants that:

(A)

the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws of the jurisdiction in which the Subscriber is resident (the “ International Jurisdiction ”) and which would apply to the acquisition of the Promissory Note; and

(B)

the Subscriber is purchasing the Promissory Note pursuant to exemptions from the prospectus or registration requirements or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Promissory Note under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions; and

(C)

the applicable securities laws of the International Jurisdiction do not require the Corporation to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Securities; and

(D)

the purchase of the Promissory Note by the Subscriber does not trigger:

(I)

any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction; or

(II)

any continuous disclosure reporting obligation of the Corporation in the International Jurisdiction; and

(E)

if the Subscriber is an “accredited investor”, as such term is defined in NI 45-106, the Subscriber will, if requested by the Corporation, execute and deliver a Representation letter in the form attached as Exhibit 1 to this Subscription Agreement with Appendix A to Exhibit 1 completed; and

the Subscriber will, if requested by the Corporation, deliver to the Corporation a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subsections (B), (C) and (D) above to the satisfaction of the Corporation, acting reasonably; or

(vi)

if the Subscriber is resident in or otherwise subject to applicable securities laws of the United States , the Subscriber is an “ Accredited Investor ” as such term is defined in Rule 506 of Regulation D of the Securities Act of 1933, as amended, (the “ 1933 Act ”) and has concurrently executed and delivered a U.S. Accredited Investor Certificate in the form attached as Exhibit 4 to this Subscription Agreement as well as a Representation Letter in the form attached as Exhibit 1 to this Subscription Agreement with Appendix A to Exhibit 1 completed indicating that the Subscriber satisfies one of the categories of “ accredited investor ” set forth in such definition; and

(e)

the Subscriber acknowledges that:

(i)

no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; and

(ii)

there is no government or other insurance covering the Securities; and

(iii)

there are risks associated with the purchase of the Securities; and

(iv)

there are indefinite restrictions on the Subscriber's ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; and

(v)

the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person or company registered to sell securities under the Securities Act (Alberta) and other applicable securities laws and, as a consequence of acquiring Promissory Note pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (Alberta) and other applicable securities laws, including statutory rights of rescission or damages, will not be available to the Subscriber; and

(vi)

the certificate(s) representing the Promissory Note, the Warrants and the Underlying Shares, if any, will be endorsed by a legend stating that the Promissory Note, the Warrants and the Underlying Shares, if any, will be subject to restrictions on resale in accordance with applicable securities legislation; and

(f)

the Subscriber has not received from the Corporation any financial assistance of any kind, directly or indirectly, in connection with its purchase of the Promissory Note hereunder; and

(g)

the Subscriber has not and will not enter into any voting trust or similar agreement that has the effect of directing the manner in which the votes attached to the Promissory Note purchased pursuant to this Subscription Agreement may be voted following the Closing Date (as defined herein); and

(h)

the Subscriber is aware that the Securities and the common shares in the share capital of the Corporation (“ Common Shares ”) have not been and will not be registered under 1933 Act or the securities laws of any state of the United States and that these securities may not be offered or sold, directly or indirectly, in the United States without registration under the 1933 Act or compliance with requirements of an exemption from registration or an exemption from such registration exemption is available and the applicable laws of all applicable states and the Subscriber acknowledges that the Corporation has no present intention of filing a registration statement under the 1933 Act in respect of the Securities or the Common Shares ; and

(i)

the Promissory Note have only been offered to the Subscribers in the United States pursuant to the exemption from registration provided by Rule 506 under Regulation D of the 1933 Act, and the individuals making the order to purchase the Promissory Note and executing and delivering this Subscription Agreement on behalf of the Subscriber if in the United States when the order was placed and this Subscription Agreement was executed and delivered have executed and delivered Exhibit 4 hereto; and

(j)

the Subscriber undertakes and agrees that it will not offer or sell the Securities in the United States unless such securities are registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and further that the Subscriber will not resell the Securities , except in accordance with the provisions of applicable securities legislation, regulations, rules, policies and orders and stock exchange rules; and

(k)

if a corporation, partnership, unincorporated association or other entity, the Subscriber has the legal capacity and competence to enter into and be bound by this Subscription Agreement and to perform all of its obligations hereunder, and if the Subscriber is a body corporate, the Subscriber is duly incorporated or created and validly subsisting under the laws of the jurisdiction of its incorporation, and further certifies that all necessary approvals of directors, shareholders, partners or otherwise have been given and obtained; and

(l)

if the Subscriber is an individual, the Subscriber is of the full age of majority in the jurisdiction in which the Subscription Agreement is executed and is legally competent to execute this Subscription Agreement and take all action pursuant hereto; and

(m)

this Subscription Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber; and

(n)

the Subscriber acknowledges that this Subscription Agreement is not enforceable by the Subscriber until the Subscription Agreement has been accepted by the Corporation; and

(o)

in the case of a subscription by the Subscriber for Promissory Note acting as agent for a principal/beneficial purchaser, the Subscriber is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal/beneficial purchaser and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes a legal, valid and binding agreement of, such principal/beneficial purchaser and the Subscriber acknowledges that the Corporation is required by law to disclose to certain regulatory authorities the identity of each principal/beneficial purchaser for whom the Subscriber may be acting; and

(p)

the Subscriber, or each principal/beneficial purchaser for whom it is acting, has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment and the Subscriber, or, each principal/beneficial purchaser for whom it is acting, is able to bear the economic risk of loss of its entire investment; and

(q)

the Subscriber has relied solely upon this Subscription Agreement and publicly available information relating to the Corporation and, other than as stated herein, not upon any verbal or written representation as to fact or otherwise made by or on behalf of the Corporation and agrees and acknowledges that the Corporation's counsel is acting as counsel to the Corporation and not as counsel to the Subscriber; and;

(r)

the Subscriber understands and acknowledges that the Promissory Note are being offered for sale only on a “private placement” basis and that the sale and delivery of the Promissory Note is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or delivery of an offering memorandum or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum; and

(s)

if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Corporation in filing, such reports, undertakings and other documents with respect to the issue of the Promissory Note as may be required, including, without limitation:

(i)

in the case of an “accredited investor” , a representation letter in the form attached as Exhibit 1 with Appendix A to Exhibit 1 fully completed; and

(ii)

in the case of a “close personal friend” or “close business associate” , a Close Personal Friend and/or Close Business Associate Questionnaire attached as Exhibit 2 ;

(iii)

for a Subscriber that is a “close personal friend” or “close business associate” resident in Saskatchewan and subscribing pursuant to the exemption contained in subsection 5(d)(ii)(D),(E),(F),(H) or (I), a Risk Acknowledgement Form attached hereto as Exhibit 3 ; and

(iv)

in the case of Subscriber resident or otherwise subject to applicable laws of the United States , a U.S. Accredited Investor Certificate in the form attached as Exhibit 4 as well as a representation letter in the form attached as Exhibit 1 with Appendix A to Exhibit 1 fully completed; and

(t)

the Subscriber will not resell the Securities, if any, except in accordance with the provisions of applicable securities legislation and stock exchange rules, if applicable, in the future; and

(u)

the entering into of this Subscription Agreement and the transactions contemplated hereby will not result in a violation of any of the terms or provisions of any law applicable to the Subscriber, or if the Subscriber is not a natural person, any of the Subscriber's constating documents, or any agreement to which the Subscriber is a party or by which the Subscriber is bound; and

(v)

none of the funds that the Subscriber is using to purchase the Promissory Note represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “ PCMLTFA ”) and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA, and to the best of the Subscriber’s knowledge:

(i)

the Aggregate Subscription Amount to be provided by the Subscriber:

(A) has not been or will not be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America, or any other jurisdiction; or

(B) is not being tendered on behalf of a person or entity who has not been identified to the Subscriber; and

(ii)

the Subscriber shall promptly notify the Corporation if the Subscriber discovers that any of such representations ceases to be true, and to provide the Corporation with appropriate information in connection therewith; and

(w)

none of the funds the Subscriber is using to purchase the Promissory Note are, to the knowledge of the Subscriber, proceeds obtained or derived, directly or indirectly, as a result of illegal activities; and

(x)

the Subscriber understands and acknowledges that the Promissory Note are being purchased pursuant to exemptions from the prospectus requirements contained in applicable securities legislation and, as a result:

(i)

the Subscriber is restricted from using most of the civil remedies available under applicable securities legislation; and

(ii)

the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under applicable securities legislation; and

(iii)

the Corporation is relieved from certain obligations that would otherwise apply under applicable securities legislation; and

(y)

the Subscriber acknowledges that it has been encouraged to and should obtain independent legal, income tax and investment advice with respect to its subscription for the Promissory Note, including, but not limited to, the applicable resale restrictions, and accordingly, has been independently advised as to the meanings of all terms contained herein relevant to the Subscriber for purposes of giving representations, warranties and covenants under this Subscription Agreement; and

(z)

the Subscriber is aware that there is no minimum gross proceeds amount under the Offering, the Corporation may close on any amount and the Subscriber may be the only purchaser under the Offering; and

(aa)

the Subscriber is aware and has been advised that his subscription funds will not be held in escrow and represent “seed” or “risk” capital for the immediate use of the Corporation; and

(bb)

the Subscriber’s offer to subscribe for Promissory Note has not been induced by any representations with regard to the present or future worth of the Securities or the Common Shares; and

(cc)

the Subscriber is aware that any Securities issued upon the Corporation's acceptance of this Subscription Agreement will be subject to restrictions on resale imposed by the securities legislation and the Subscriber agrees to be bound by and to comply with such restrictions; and

(dd)

the Subscriber acknowledges that the Corporation may complete additional financings in the future in order to develop the proposed business of the Corporation and to fund its ongoing development; that there is no assurance that such financings will be available and, if available, on reasonable terms; any such future financings may have a dilutive effect on current securityholders, including the Subscriber; that if such future financings are not available, the Corporation may be unable to fund its ongoing development and the lack of capital resources may result in the failure of its business venture; and

(ee)

the Subscriber acknowledges that the Corporation is a reporting issuer only in British Columbia and Alberta pursuant to MI 51-105 and the Corporation is not representing that the Securities or the Common Shares are or will be listed on the TSX Venture Exchange Inc., The Toronto Stock Exchange and that only a limited market exists for the securities of the Corporation as the Common Shares of the Corporation are currently only quoted on OTC Bulletin Board; and

(ff)

upon acceptance by the Corporation of this Subscription Agreement, the Aggregate Subscription Amount is immediately releasable to the Corporation to be used for the ongoing business of the Corporation; and

(gg)

the Subscriber is not a “control person” of the Corporation, as that term is defined in the Securities Act (Alberta), will not become a “control person” of the Corporation by purchasing the number of Promissory Note subscribed for under this Subscription Agreement, and does not intend to act jointly or in concert with any other person to form a control group in respect of the Corporation; and

(hh)

no authorization, consent, order, approval or notice of any federal, provincial, territorial, municipal or foreign regulatory body or official must be obtained or given, and no waiting period must expire, in order that this Subscription Agreement and the transactions contemplated herein can be consummated by the Subscriber; and

(ii)

the Subscriber does not act jointly or in concert with any other person for the purposes of the acquisition of the Promissory Note; and

(jj)

the delivery of this Subscription Agreement, the acceptance hereof by the Corporation and the issuance of the Promissory Note to the Subscriber complies or will comply with all applicable laws of the Subscriber’s jurisdiction of residence and domicile and will not cause the Corporation or any of its officers or directors to become subject to or require any disclosure, prospectus or other reporting requirement; and

(kk)

the Subscriber acknowledges that the Subscriber or the Corporation may be required to provide the applicable securities regulatory authorities with a list setting forth the identities of the beneficial purchasers of the Promissory Note and notwithstanding that the Subscriber may be purchasing the Promissory Note as agent for a principal, it will provide, on request, particulars as to the identity of such principal as may be required by the Corporation (in order to comply with the foregoing).

Closing

6. The Subscriber agrees to deliver to the Corporation, not later than 4:30 p.m. (Calgary time) on the day that is two business days before the Closing Date: (a) this duly completed and executed Subscription Agreement; (b) a cheque or bank draft payable to the Corporation for the Aggregate Subscription Amount of the Promissory Note subscribed for under this Subscription Agreement or payment of the same amount in such other manner as is acceptable to the Corporation; (c) if the Subscriber is an “accredited investor” , a fully executed and completed Representation Letter in the form of Exhibit 1 with Appendix A to Exhibit 1 fully completed; (d) if the Subscriber is purchasing as a “close personal friend” or “close business associate” , a Close Personal Friend and/or Close Business Associate Questionnaire attached as Exhibit 2 ; (e) if the Subscriber is resident in Saskatchewan and subscribing pursuant to the exemption contained in subsection 5(d)(ii)(D),(E),(F),(H) or (I) , a Risk Acknowledgement Form attached hereto as Exhibit 3 ; and (f) if the Subscriber is resident or otherwise subject to applicable laws of the United States , a U.S. Accredited Investor Certificate in the form attached as Exhibit 4 as well as a representation letter in the form attached as Exhibit 1 with Appendix A to Exhibit 1 fully completed.

7. The sale of the Promissory Note pursuant to this Subscription Agreement will be completed at the offices of Davis LLP, the Corporation's counsel, in Calgary, Alberta at 10:00 a.m. or such other times as the Corporation may determine (the “ Closing Time ”) on February 6, 2013, or such other earlier or later date or dates as the Corporation may determine (each a “ Closing Date ”). At the Closing Time, the cheque or bank draft payable to the Corporation in payment of the Aggregate Subscription Amount delivered as set forth in section 6 will be tendered to the Corporation against delivery by the Corporation of the certificate representing the Promissory Note.

8. The Corporation shall be entitled to rely on delivery of a facsimile or electronic copy of executed subscriptions, and acceptance by the Corporation of such facsimile or electronic copy of subscriptions shall be legally effective to create a valid and binding agreement between the Subscriber and the Corporation in accordance with the terms hereof. Notwithstanding the foregoing, the Subscriber shall deliver originally executed copies of the documents listed in section 6 hereof to the Corporation within two business days of the Closing Date. In addition, this Subscription Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same document.

General

9. The Subscriber agrees that the representations, warranties and covenants of the Subscriber herein will be true and correct both as of the execution of this Subscription Agreement and as of the Closing Time as if made at that time and will survive the completion of the issuance of the Securities. The representations, warranties and covenants of the Subscriber herein are made with the intent that they be relied upon by the Corporation and its counsel in determining the Subscriber’s eligibility to purchase the Securities and the Subscriber hereby agrees to indemnify and hold harmless the Corporation and its respective directors, officers, employees, advisors, affiliates, shareholders, partners and agents from and against any and all loss, liability, claim, damage and expense whatsoever including, but not limited to, any fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, administrative proceeding or investigation commenced or threatened or any claim whatsoever arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Corporation in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any document furnished by the Subscriber to the Corporation in connection herewith. The Subscriber undertakes to immediately notify the Corporation c/o Davis llp , 1000 Livingston Place, 250 - 2nd Street S.W., Calgary, Alberta T2P 0C1, Attn: Catherine Kay (Fax Number: (403) 296-4474) of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to the Closing Time.

10. The Subscriber, if an individual, acknowledges that this Subscription Agreement and the Exhibits hereto require the Subscriber to provide certain personal information to the Corporation and its counsel. Such information is being collected by the Corporation and its counsel for the purposes of completing the Offering described herein, which includes, without limitation, determining the Subscriber’s eligibility to purchase the Promissory Note under applicable securities legislation, preparing and registering certificates representing the Securities to be issued to the Subscriber and completing filings required by any stock exchange, securities commission or securities regulatory authority or taxation authorities. Certain securities commissions have been granted the authority to indirectly collect this personal information pursuant to securities legislation and this personal information is also being collected for the purpose of administration and enforcement of securities legislation. In Ontario, the Administrative Assistant to the Director of Corporate Finance, Suite 1903, Box 55 20 Queen Street West, Toronto, Ontario M5H 3S8, Telephone (416) 593-8086, Facsimile: (416) 593-8252 is the public official who can answer questions about the indirect collection of personal information. The Subscriber agrees that the Subscriber’s personal information may be disclosed by the Corporation or its counsel to: (a) stock exchanges, securities commissions or securities regulatory authorities; (b) the Corporation’s registrar and transfer agent; (c) taxation authorities; (d) any of the other parties involved in the Offering, including legal counsel. By executing this Subscription Agreement, the Subscriber is deemed to be authorizing and consenting to the foregoing collection (including the indirect collection of personal information), use and disclosure of the Subscriber’s personal information as set forth above. The Subscriber also consents to the filing of copies or originals of any of the Subscriber’s documents described in this Subscription Agreement as may be required to be filed with any stock exchange, securities commission or securities regulatory authority in connection with the transactions contemplated hereby.

11. The Subscriber hereby irrevocably authorizes the Corporation to: (a) act as the Subscriber’s representative at the closing and to execute in the Subscriber’s name and on the Subscriber’s behalf all closing receipts and documents required; (b) complete or correct any errors or omissions in any form or document, including this Subscription Agreement, provided by the Subscriber; (c) receive on the Subscriber’s behalf certificates representing the Securities purchased under this Subscription Agreement; and (d) approve any opinions, certificates or other documents addressed to the Subscriber.

12. The obligations of the parties hereunder are subject to all required regulatory approvals.

13. The Subscriber agrees that upon satisfaction of the closing conditions, the entire Aggregate Subscription Amount shall be immediately released to the Corporation on the Closing Date, and that no part of such proceeds will be held in escrow.

14. The Subscriber acknowledges and agrees that all costs incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the sale of the Promissory Note to the Subscriber shall be borne by the Subscriber.

15. The contract arising out of this Subscription Agreement and all documents relating thereto shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Alberta. Time shall be of the essence hereof.

16. This Subscription Agreement represents the entire agreement of the parties hereto relating to the subject matter hereof and there are no representations, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein.

17. The terms and provisions of this Subscription Agreement shall be binding upon and enure to the benefit of the Subscriber and the Corporation and their respective heirs, executors, administrators, successors and assigns; provided that, except for the assignment by a Subscriber who is acting as nominee or agent to the beneficial owner and as otherwise herein provided, this Subscription Agreement shall not be assignable by any party without prior written consent of the other parties.

18. Except as otherwise provided herein, the parties may waive, modify, change, discharge or terminate this Subscription Agreement only by a written instrument signed by each party against whom the waiver, change, discharge or termination is sought.

19. The invalidity, illegality or unenforceability of any provision of this Subscription Agreement shall not affect the validity, legality or enforceability of any other provision hereof.

20. The Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is contracting hereunder, agrees that this subscription is made for valuable consideration and may not be withdrawn, cancelled, terminated or revoked by the Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is contracting hereunder.

21. The covenants, representations and warranties contained herein shall survive the closing of the transactions contemplated hereby.

22. In this Subscription Agreement (including exhibits), references to “$” are to United States dollars.

EXHIBIT 1

REPRESENTATION LETTER

(FOR ACCREDITED INVESTORS)

TO: CAN-CAL RESOURCES LTD. (the “Corporation”)

In connection with the purchase of Promissory Note of the Corporation as defined in the attached Subscription Agreement by the undersigned subscriber or, if applicable, the principal on whose behalf the undersigned is purchasing as agent (the “ Subscriber ” for the purposes of this Exhibit 1), the Subscriber hereby represents, warrants, covenants and certifies to the Corporation that:

The Subscriber is resident in the jurisdiction as set forth on the face page of this Subscription Agreement or is subject to the securities laws of such jurisdiction;

The Subscriber is purchasing the Promissory Note as principal for its own account (unless the Subscriber is an accredited investor pursuant to paragraphs (p) and (q) in Appendix “A” hereto);

The Subscriber has read and understands the initialed criterion of an accredited investor as set out in Appendix “A” attached to this Representation Letter;

The Subscriber is, and at the time of closing will be, an “accredited investor” within the meaning of National Instrument 45-106 entitled “Prospectus and Registration Exemptions” by virtue of satisfying the initialed criterion as set out in Appendix “A” attached to this Representation Letter;

The Subscriber was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the attached Appendix “A” of this Exhibit 1; and

Upon execution of this Exhibit 1 by the Subscriber, this Exhibit 1 shall be incorporated into and form a part of the Subscription Agreement.

Dated: _________________________, 201___

	_______________________________
	Print name of Subscriber

	By: _________________________
	Signature

	___________________________
	Print name of Signatory (if different from Subscriber)

	____________________________
	Title

IMPORTANT: PLEASE INITIAL THE CATEGORY OR CATEGORIES

IN APPENDIX “A” ON THE NEXT PAGE THAT DESCRIBE YOU

APPENDIX “A” to Exhibit 1

NOTE: THE INVESTOR MUST INITIAL BESIDE THE APPLICABLE PORTION OF THE DEFINITION BELOW.

Accredited Investor - (defined in National Instrument 45-106) means:

__________	(a)	a Canadian financial institution, or a Schedule III bank; or
__________	(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or
__________	(c)	a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary; or
__________	(d)	a person registered under the securities legislation of a jurisdiction of Canada, as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador); or
__________	(e)	an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d); or
__________	(f)	the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada; or
__________	(g)	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec; or
__________	(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government; or
__________	(i)	a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada; or
__________	(j)	an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000; or
	(Note: the value of your personal residence cannot be included in the calculation of financial assets.)
__________	(k)	an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year; or
	(Note: if individual accredited investors wish to purchase through wholly-owned holding companies or similar entities, such purchasing entities must qualify under paragraph (t) below, which must be initialed.)
__________	(l)	an individual who, either alone or with a spouse, has net assets of at least $5,000,000; or
	(Note: for the net asset test (total assets minus total liabilities), the calculation of total assets includes the value of your primary residence and the calculation of total liabilities includes the amount of any liability, such as a mortgage, on your primary residence)
__________	(m)	a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements; or

__________

(n)

an investment fund that distributes or has distributed its securities only to:

(i)

a person that is or was an accredited investor at the time of the distribution, or

(ii)

a person that acquires or acquired securities in the circumstances referred to in sections 2.10 or 2.19 of National Instrument 45-106, or

(iii)

a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 of National Instrument 45-106; or

__________

(o)

an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Quebéc, the securities regulatory authority, has issued a receipt; or

__________

(p)

a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be; or

__________

(q)

a person acting on behalf of a fully managed account managed by that person, if that person

(iv)

is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and

(v)

in Ontario, is purchasing a security that is not a security of an investment fund; or

__________

(r)

a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded; or

__________

(s)

an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function; or

__________

(t)

a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors (as defined in National Instrument 45-106); or

(Note: if you are purchasing as an individual accredited investor paragraph (k) above must be initialed rather than paragraph (t).)

__________

(u)

an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser; or

__________

(v)

a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Quebéc, the regulator as an accredited investor.

For the purposes hereof:

(a)

“Canadian financial institution” means

(i)

an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or

(ii)

a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;

(b)

“ control person ” has the same meaning as in securities legislation and generally means any person that holds or is one of a combination of persons that holds:

(i)

a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and

(ii)

if a person holds more than 20% of the outstanding voting rights attached to all outstanding voting securities of an issuer, the person is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer;

(c)

“ director ” means:

(i)

a member of the board of directors of a company or an individual who performs similar functions for a company, and

(ii)

with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company;

(d)

“ eligibility adviser ” means:

(i)

a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed, and

(ii)

in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not

(A)

have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders, or control persons, and

(B)

have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months;

(e)

“ executive officer ” means, for an issuer, an individual who is

(i)

a chair, vice-chair or president,

(ii)

a vice-president in charge of a principal business unit, division or function including sales, finance or production, or

(iii)

performing a policy-making function in respect of the issuer;

(f)

“ financial assets ” means

(i)

cash,

(ii)

securities, or

(iii)

a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;

(g)

“ foreign jurisdiction ” means a country other than Canada or a political subdivision of a country other than Canada;

(h)

“ founder ” means, in respect of an issuer, a person who,

(i)

acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and

(ii)

at the time of the distribution or trade is actively involved in the business of the issuer;

(i)

“ fully managed account ” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client's express consent to a transaction;

(j)

“investment fund” means a mutual fund or a non-redeemable investment fund, and, for greater certainty in British Columbia, includes an EVCC and a VCC (as such capitalized terms are defined in National Instrument 81-106 - Investment Fund Continuous Disclosure );

(k)

“ jurisdiction ” means a province or territory of Canada except when used in the term foreign jurisdiction;

(l)

“ local jurisdiction ” means the jurisdiction in which the Canadian securities regulatory authority is situate;

(m)

“ non-redeemable investment fund ” means an issuer,

(i)

whose primary purpose is to invest money provided by its security holders,

(ii)

that does not invest;

(A)

for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund; or

(B)

for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund; and

(iii)

that is not a mutual fund;

(n)

“ person ” includes

(i)

an individual,

(ii)

a corporation,

(iii)

a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and

(iv)

an individual or other person in that person's capacity as a trustee, executor, administrator or personal or other legal representative;

(o)

“ regulator ” means, for the local jurisdiction, the Executive Director as defined under securities legislation of the local jurisdiction;

(p)

“ related liabilities ” means

(i)

liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or

(ii)

liabilities that are secured by financial assets.

(q)

“ Schedule III bank ” means an authorized foreign bank named in Schedule III of the Bank Act (Canada);

(r)

“ spouse ” means, an individual who,

(i)

is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual,

(ii)

is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or

(iii)

in Alberta, is an individual referred to in paragraph (i) or (ii) above, or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta); and

(s)

“ subsidiary ” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

All monetary references are in Canadian Dollars.

EXHIBIT 2

CLOSE PERSONAL FRIEND AND/OR

CLOSE BUSINESS ASSOCIATE QUESTIONNAIRE

TO: Can-Cal Resources Ltd. (the “ Corporation ”)

To be completed by Subscribers to whom the “close personal friend” or the “close business associate” aspect of subsections 5(d)(ii)(D), (E), (F), (H) or (I) of the Subscription Agreement applies. For the purposes of this certificate “close personal friend” means that you have directly known such individual well enough and for a sufficient period of time and in a sufficiently close relationship (where such relationship is direct and extends beyond being a relative or member of the same organization, association or religious group or a client, customer or former client or customer or being a close personal friend of a close personal friend of such individual) to be in a position to assess the capabilities and the trustworthiness of such individual. For the purposes of this certificate “close business associate” means that you have had a direct sufficient prior business dealings with such individual (where such relationship is direct and extends beyond being a casual business associate or person introduced or solicited for the purpose of purchasing securities or a client, customer or former client or customer or being a close business associate of a close business associate of such individual) to be in a position to assess the capabilities and trustworthiness of such individual.

Name of director, executive officer, control person or founder:
Length of Relationship:
Details of Relationship:
Prior Business Dealings (if applicable):

The undersigned understands that the Corporation is relying on this information in determining to sell securities to the undersigned in a manner exempt from the prospectus and registration requirements of the applicable securities laws.

The undersigned has executed this Questionnaire as of the __________ day of __________________________, 201__.

If a Corporation, Partnership or other Entity:		If an Individual:

Name of Entity		Signature

Signature of Person Signing		Name of Individual

Title of Person

EXHIBIT 3

RISK ACKNOWLEDGEMENT FORM

Risk Acknowledgement

Saskatchewan Close Personal Friends and Close Business Associates

I acknowledge that this is a risky investment:

● I am investing entirely at my own risk.

● No securities regulatory authority or regulator has evaluated or endorsed the merits of these securities.

● The person selling me these securities is not registered with a securities regulatory authority or regulator and has no duty to tell me whether this investment is suitable for me.

● I will not be able to sell these securities except in very limited circumstances. I may never be able to sell these securities.

● I could lose all the money I invest.

● I do not have a 2 -day right to cancel my purchase of these securities or the statutory rights of action for misrepresentation I would have if I were purchasing the securities under a prospectus. I do have a 2-day right to cancel my purchase of these securities if I receive an amended offering document

I am investing $ [total consideration] in total; this includes any amount I am obliged to pay in future.

I am a close personal friend or close business associate of _________________________[state name], who is a ____________________[state title - founder, director, executive officer or control person] of Can-Cal Resources Ltd.

I acknowledge that I am purchasing based on my close relationship with _____________________ [state name of founder, director, executive officer or control person] whom I know well enough and for a sufficient period of time to be able to assess her/his capabilities and trustworthiness.

I acknowledge that this is a risky investment and that I could lose all the money I invest.

_________________________ ________________________________

Date Signature of Purchaser

________________________________

Print name of Purchaser

Sign 2 copies of this document. Keep one copy for your records .

You are buying Exempt Market Securities

They are called exempt market securities because two parts of securities law do not apply to them. If an issuer wants to sell exempt market securities to you:

the issuer does not have to give you a prospectus (a document that describes the investment in detail and gives you some legal protections), and

the securities do not have to be sold by an investment dealer registered with a securities regulatory authority or regulator.

There are restrictions on your ability to resell exempt market securities . Exempt market securities are more risky than other securities.

You may not receive any written information about the issuer or its business

If you have any questions about the issuer or its business, ask for written clarification before you purchase the securities. You should consult your own professional advisers before investing in the securities.

You will not receive advice

Unless you consult your own professional advisers, you will not get professional advice about whether the investment is suitable for you.

The securities you are buying are not listed
The securities you are buying are not listed on any stock exchange, and they may never be listed. There may be no market for these securities. You may never be able to sell these securities

For more information on the exempt market, refer to the Saskatchewan Financial Services Commission’s website at http://www.sfsc.gov.sk.ca .

You must sign 2 copies of this form. You and the Corporation must each receive a signed copy.

EXHIBIT 4

U.S. INVESTOR CERTIFICATE

This is Exhibit 4 to the Subscription Agreement relating to the purchase of Promissory Note of Can-Cal Resources Ltd. (the “ Corporation ”). Capitalized terms used but not defined in this schedule are intended to have the meanings ascribed thereto, as applicable, in the body of this Subscription Agreement.

The Subscriber understands and agrees that the Securities of the Corporation have not been and will not be registered under the United States Securities Act of 1933 , as amended (the “ 1933 Act ”), or applicable state securities laws, and are being offered and sold on behalf of the Corporation to the Subscriber in reliance upon Rule 506 of Regulation D under the 1933 Act. Accordingly, the Securities of the Corporation will be “restricted securities” within the meaning of the Rule 144 under the 1933 Act, and therefore may not be offered or sold by it without registration under United States federal and state securities laws, or (A) to the Corporation, (B) outside the United States in accordance with Rule 904 of Regulation S under the 1933 Act, (C) in a transaction that complies with Rule 144 or Rule 144A under the 1933 Ac, or (D) in a transaction otherwise exempt from registration under the 1933 Act and, in any event, in compliance with any applicable state securities laws of the United States. Capitalized terms used in this Exhibit 4 and defined in the Subscription Agreement to which this Exhibit 4 is attached have the meanings defined in such Subscription Agreement unless otherwise defined in this Exhibit 4.

The undersigned represents, warrants and covenants (which representations, warranties and covenants shall survive the Closing Date) to the Corporation (and acknowledges that the Corporation is relying thereon) that:

(a)

It is an “Accredited Investor” as defined in Rule 501(a) under the 1933 Act and is acquiring the Promissory Note for its own account or for the account of one or more Institutional Accredited Investors with respect to which it exercises sole investment discretion, and in each case not with a view to any resale, distribution or other disposition of the Securities, if any, in violation of United States federal or state securities laws; and

(b)

it, and if applicable, each person for whose account it is purchasing the Promissory Note represents that it is an “Accredited Investor” as defined in Rule 501(a) and satisfies one or more of the categories of “accredited investor” indicated below ( the Subscriber must check the appropriate line(s) ):

_____	Category 1.	A bank, as defined in Section 3(a)(2) of the 1933 Act, whether acting in its individual or fiduciary capacity; or
_____	Category 2.	A savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act, whether acting in its individual or fiduciary capacity; or
_____	Category 3.	A broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934 , as amended; or
_____	Category 4.	An insurance company as defined in Section 2(13) of the 1933 Act; or
_____	Category 5.	An investment company registered under the United States Investment Company Act of 1940 ; or
_____	Category 6.	A business development company as defined in Section 2(a)(48) of the United States Investment Company Act of 1940 ; or
_____	Category 7.	A small business investment company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the United States Small Business Investment Act of 1958 ; or
_____	Category 8.	A plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets in excess of U.S. $5,000,000; or

_____	Category 9.	An employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974 in which the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or an employee benefit plan with total assets in excess of U.S. $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are accredited investors; or
_____	Category 10.	A private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940 ; or
_____	Category 11.	An organization described in Section 501(c)(3) of the United States Internal Revenue Code , a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of U.S. $5,000,000; or
_____	Category 12.	Any director or executive officer of the Corporation; or
_____	Category 13.	A natural person whose individual net worth, or joint net worth with that person’s spouse, at the date hereof exceeds U.S.$1,000,000, excluding the value (if any) of such person’s primary residence; or
_____	Category 14.	A natural person who had an individual income in excess of U.S.$200,000 in each of the two most recent years or joint income with that person’s spouse in excess of U.S.$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or
_____	Category 15.	A trust, with total assets in excess of U.S.$5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act; or
_____	Category 16.	Any entity in which all of the equity owners meet the requirements of at least one of the above categories;

(c)

it understands that upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the 1933 Act or applicable U.S. state laws and regulations, the certificates representing the Promissory Note, the Warrants and Underlying Shares, if any, and all securities issued in exchange therefor or in substitution thereof, will bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ENCUMBERED ONLY (A) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S PROMULGATED UNDER THE 1933 ACT, (B) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (C) IN A TRANSACTION THAT IS OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. IF THESE SECURITIES ARE BEING SOLD AT ANY TIME THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 ACT, A NEW CERTIFICATE, BEARING NO LEGEND, THE DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” MAY BE OBTAINED FROM THE COMPANY’S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN FORM SATISFACTORY TO THE COMPANY AND THE COMPANY’S TRANSFER AGENT TO THE EFFECT THAT THE SALE OF THE SECURITIES IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT.”

provided, that if the Promissory Note, Warrants or Underlying Shares are being sold under clause (B) above, at a time when the Corporation is a “foreign issuer” as defined in Rule 902 under the 1933 Act, the legend set forth above may be removed at the time of sale by providing a declaration to the Corporation and its transfer agent in the form attached hereto as Appendix A or as the Corporation may from time to time prescribe, to the effect that the sale of the securities is being made in compliance with Rule 904 of Regulation S under the 1933 Act; provided further, that if any of the Promissory Note, Warrants or Underlying Shares are being sold pursuant to Rule 144 of the 1933 Act and in compliance with any applicable state securities laws, the legend may be removed by delivery to the Corporation’s transfer agent of an opinion satisfactory to the Corporation to the effect that the legend is no longer required under applicable requirements of the 1933 Act or state securities laws;

(d)

it understands and acknowledges that in addition to the legend set forth in Section (c) above, the certificates representing the Warrants may in addition bear a legend in substantially the following form:

“THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THIS WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”

(e)

it has had the opportunity to ask questions of and receive answers from the Corporation regarding the investment, and has received all the information regarding the Corporation that it has requested;

(f)

it consents to the Corporation making a notation on its records or giving instruction to the registrar and transfer agent of the Corporation in order to implement the restrictions on transfer set forth and described herein;

(g)

it understands and acknowledges that the Corporation has no obligation or present intention of filing with the United States Securities and Exchange Commission or with any state securities administrator any registration statement in respect of resales of the Promissory Note, Warrants or Underlying Shares in the United States;

(h)

the office or other address of the Subscriber at which the Subscriber received and accepted the offer to purchase the Promissory Note is the address listed as the “Address of Subscriber” on the front page of the Subscription Agreement;

(i)

it understands and agrees that there may be material tax consequences to the Subscriber of an Arrangement or disposition of the Promissory Note, Warrant or Underlying Shares; the Corporation does not give any opinion or make any representation with respect to the tax consequences to the Subscriber under United States, state, local or foreign tax law of the undersigned’s Arrangement or disposition of such Promissory Note, Warrants or Underlying Shares; in particular, no determination has been made whether the Corporation will be a “passive foreign investment company” (“PFIC”) within the meaning of Section 1291 of the United States Internal Revenue Code;

(j)

it understands and acknowledges that the Corporation is not obligated to remain a “foreign issuer”;

(k)

it understands and agrees that the financial statements of the Corporation have been prepared in accordance with Canadian generally accepted accounting principles, which differ in some respects from United States generally accepted accounting principles, and thus may not be comparable to financial statements of United States companies;

(l)

it understands that the Securities have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of the information in the subscription agreement or the schedules attached thereto. Any representation to the contrary is a criminal offense; and

(m)

it understands that (i) the Corporation was organized under, and is governed by, the laws of the Province of Alberta, (ii) the Corporation’s assets are located outside the United States, and (iii) its directors and officers reside outside the United States.

The Subscriber undertakes to notify the Corporation immediately of any change in any representation, warranty or other information relating to the Subscriber set forth herein which takes place prior to the Closing Date.

If a Corporation, Partnership or Other Entity:		If an Individual:
Name of Entity		Signature
Type of Entity		Print or Type Name
Signature of Person Signing
Print or Type Name and Title of Person Signing

Appendix A to

Exhibit 4 – U.S. Accredited Investor Certificate

FORM OF DECLARATION FOR REMOVAL OF LEGEND

TO: Registrar and transfer agent for the Common Shares of Can-Cal Resources Ltd. (the “ Issuer ”):

The undersigned (A) acknowledges that the sale of [ INSERT NUMBER OF SECURITIES BEING SOLD ] the securities of the Issuer to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933 , as amended (the “ 1933 Act ”), and (B) certifies that: (1) the undersigned is not an “affiliate” of the Issuer (as that term is defined in Rule 405 under the 1933 Act); (2) the offer of such securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (b) the transaction is being executed on or through the facilities of the Toronto Stock Exchange or the TSX Venture Exchange or any other designated offshore securities market as defined in Regulation S under the 1933 Act and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as that term is defined in Rule 144(a)(3) under the 1933 Act); (5) the seller does not intend to replace such securities with fungible unrestricted securities; and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Terms used herein have the meanings given to them by Regulation S under the 1933 Act.

Dated ________________________________, 201 .

X ____________________
Signature of individual (if Holder is an individual)

X ____________________
Authorized signatory (if Holder is not an individual)

____________________
Name of Holder ( please print )

____________________
Name of authorized signatory ( please print )

____________________
Official capacity of authorized signatory
( please print )

EXHIBIT 5

FORM OF PROMISSORY NOTE

Exhibit 10.4

THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM A JURISDICTION OF CANADA UNLESS THE CONDITIONS IN SECTION 13 OF MULTILATERAL INSTRUMENT 51-105 “ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET” ARE MET.

THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 AS AMENDED (THE “1933 SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND THE WARRANTS MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A PERSON IN THE UNITED STATES OR A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE 1933 SECURITIES ACT) WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE UNITED STATES FEDERAL AND STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM AND THE CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL TO SUCH EFFECT SATISFACTORY TO IT.

2012-2013 WARRANT CERTIFICATE

CAN-CAL RESOURCES LTD.
(Incorporated under the laws of Nevada)

2013 WARRANT
CERTIFICATE NO. 11-12	20,000 WARRANTS entitling the holder to acquire, subject to adjustment, one (1) common share for each Warrant represented hereby.

This is to certify that for value received FutureWorth Capital Corp. (the “ Holder ”) is the registered holder of 20,000 2013 common share purchase warrants (each a “ Warrant ”), entitling the Holder to subscribe for and purchase one (1) fully paid and non-assessable common share of Can-Cal Resources Ltd. (the “ Corporation ”) for every one (1) Warrant held by the Holder, up to and including a total of 20,000 common shares without nominal or par value of the Corporation, upon the terms and conditions as hereinafter set forth.

Exercise Date

The Warrants to purchase common shares of the Corporation represented by this certificate shall be exercised on or before 4:30 p.m., Calgary, Alberta time, on or before November 30, 2014 (the “ Expiry Date ”), after which all rights evidenced hereby shall be void and of no further value.

Exercise Price

The exercise price shall be US$0.10 per common share payable in lawful money of Canada during the period commencing on the date of issue and ending on the Expiry Date (the “ Exercise Price ”).

Exercise of Warrants

The Warrants may be exercised, in whole or in part, at any time on or prior to the Expiry Date by the Holder hereof completing the Warrant Exercise Form attached hereto and made a part hereof and delivering same to the President of the Corporation, in care of the head office of the Corporation, 8205 Aqua Spray Ave., Las Vegas, Nevada, 89128 (the “ Head Office ”), together with this certificate and the appropriate sum payable to the order of the Corporation, at par in the amount of the aggregate Exercise Price for the common shares of the Corporation subscribed for, which may not exceed the number shown on the face hereof. The Corporation shall notify the Holder of any change of address of the Head Office.

Payment

The common shares subscribed for must be paid in full at the time of subscription, by certified cheque, money order or bank draft in Canadian funds to or to the order of the Corporation.

Share Certificates

Upon compliance with the terms and conditions as aforesaid, the Corporation will cause to be issued to the person or persons in whose name or names the common shares so subscribed for are to be issued the number of fully paid and non-assessable common shares of the Corporation subscribed for and such person or persons shall be deemed upon presentation and payment as aforesaid to be the holder or holders of record of such common shares of the Corporation. Within three (3) business days of compliance of the conditions aforesaid, the Corporation will cause to be mailed or delivered to the holder at the address or addresses specified in the Warrant Exercise Form attached hereto, a certificate or certificates evidencing the number of common shares of the Corporation subscribed for.

Exercise in Whole or in Part

The Warrants may be exercised in whole or in part and, if exercised in part, the Corporation shall issue within three (3) business days of exercise, without charge therefore, another certificate evidencing the remaining rights to purchase common shares of the Corporation, provided that any such right shall terminate on the Expiry Date.

No Rights of Shareholder Until Exercise

This certificate and the Warrants represented hereby do not confer any rights of a shareholder on the Holder (including any right to receive dividends or other distribution to shareholders or to vote at a general meeting of the shareholders of the Corporation), other than in respect of common shares of the Corporation which the Holder shall have exercised his right to purchase hereunder and which the Holder shall have actually taken up and paid for.

Non-Transferability of Warrants

The Warrants represented by this certificate and all rights granted hereunder are non-transferable.

No Fractional Common Shares

No fractional common shares will be issued upon exercise of the Warrants, nor shall any compensation be made for such fractional common shares, if any. To the extent that the Holder would otherwise be entitled to purchase a fraction of a common share, such right may be exercised in combination with other rights which, in the aggregate, entitle the Holder hereof to purchase a whole number of common shares.

Dilution

The Exercise Price in effect and the number and type of securities purchasable under the Warrants at any date shall be subject to adjustment from time to time in the event and in the manner as follows:

If at any time during the period commencing on the date of issue of this Warrant certificate and ending at the Expiry Date (the “ Adjustment Period ”), the Corporation:

fixes a record date for the issues of, or issue, common shares of the Corporation to the holders of all or substantially all of the outstanding common shares of the Corporation by way of a stock dividend;

ii.

fixes a record date for the distribution to, or makes a distribution to, the holders of all or substantially all of the common shares of the Corporation payable in common shares of the Corporation or securities exchangeable for or convertible into common shares of the Corporation;

iii.

subdivides the outstanding common shares of the Corporation into a greater number of common shares of the Corporation; or

iv.

consolidates the outstanding common shares of the Corporation into a lesser number of common shares of the Corporation;

(any of such events in subclauses i, ii, iii and iv above being herein called a “ Common Share Reorganization ”), the Exercise Price will be adjusted on the earlier of the record date on which holders of common shares of the Corporation are determined for the purposes of the Common Share Reorganization and the effective date of the Common Share Reorganization to the amount determined by multiplying the Exercise Price in effect immediately prior to such record date or effective date, as the case may be, by a fraction:

	v.	the numerator of which will be the number of common shares of the Corporation outstanding on such record date or effective date before giving effect to such Common Share Reorganization; and

vi.

the denominator of which will be the number of common shares of the Corporation which will be outstanding immediately after giving effect to such Common Share Reorganization (including in the case of a distribution of securities exchangeable for or convertible into common shares of the Corporation, the number of common shares of the Corporation that would be outstanding had such securities all been exchanged for or converted into common shares of the Corporation on such date).

To the extent that any adjustment in the Exercise Price occurs pursuant to this subparagraph (a) as a result of the fixing by the Corporation of a record date for the distribution of securities exchangeable for or convertible into common shares of the Corporation, the Exercise Price will be readjusted immediately after the expiry of any relevant exchange or conversion right to the Exercise Price which would then be in effect based upon the number of common shares of the Corporation actually issued and remaining issuable after such expiry and will be further readjusted in such manner upon the expiry of any further such right.

If at any time during the Adjustment Period the Corporation fixes a record date for the issue or distribution of rights, options or warrants to the holders of all or substantially all of the outstanding common shares of the Corporation pursuant to which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue (such period being the “ Rights Period ”), to subscribe for or purchase common shares of the Corporation or securities exchangeable for or convertible into common shares of the Corporation at a price per share (or in the case of securities exchangeable for or convertible into common shares of the Corporation at an exchange or conversion price per share at the date of issue of such securities) of less than 95% of the price per share equal to the weighted average price at which the common shares of the Corporation have traded on the TSX Venture Exchange or, if the common shares of the Corporation are not then listed on the TSX Venture Exchange, on such other Canadian stock exchange as may be selected by the directors of the Corporation for such purpose or, if the common shares of the Corporation are not then listed on any Canadian stock exchange, in the over-the-counter market, during the period of any twenty consecutive trading days ending not more than five business days before such date; provided that the weighted average price will be determined by dividing the aggregate sale price of all common shares of the Corporation sold on the said exchange or market, as the case may be, during the said twenty consecutive trading days by the total number of common shares of the Corporation so sold; and provided further that if the common shares of the Corporation are not then listed on any Canadian stock exchange or traded in the over-the counter market, then the Current Market Price will be determined by such firm of independent chartered accountants as may be selected by the directors of the Corporation, acting reasonably (“ Current Market Price ”), of the common shares of the Corporation on such record date (any of such events being herein called a “ Rights Offering ”), then the Exercise Price will be adjusted effective immediately after the record date for the Rights Offering to the amount determined by multiplying the Exercise Price in effect on such record date by a fraction:

the numerator of which will be the aggregate of

the number of common shares of the Corporation outstanding on the record date for the Rights Offering; and

	B.	the quotient determined by dividing

either (a) the product of the number of common shares of the Corporation offered during the Rights Period pursuant to the Rights Offering and the price at which such common shares of the Corporation are offered, or, (b) the product of the exchange or conversion price of the securities so offered and the number of common shares of the Corporation for or into which the securities offered pursuant to the Rights Offering may be exchanged or converted, as the case may be, by

II.

the Current Market Price of the common shares of the Corporation as of the record date for the Rights Offering; and

ii.

the denominator of which will be the aggregate of the number of common shares of the Corporation outstanding on such record date and the number of common shares of the Corporation offered pursuant to the Rights Offering (including in the case of the issue or distribution of securities exchangeable for or convertible into common shares of the Corporation the number of common shares of the Corporation for or into which such securities may be exchanged or converted).

If by the terms of the rights, options, or warrants referred to in this subparagraph (b), there is more than one purchase, conversion or exchange price per common shares of the Corporation, the aggregate price of the total number of additional common shares of the Corporation offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered, will be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per common shares of the Corporation, as the case may be. Any common shares of the Corporation owned by or held for the account of the Corporation will be deemed not to be outstanding for the purpose of any such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this subparagraph (b) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants referred to in this subparagraph (b), the Exercise Price will be readjusted immediately after the expiry of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of common shares of the Corporation actually issued and remaining issuable after such expiry and will be further readjusted in such manner upon the expiry of any further such right.

If at any time during the Adjustment Period the Corporation fixes a record date for the issue or distribution to the holders of all or substantially all of the common shares of the Corporation of:

shares of the Corporation of any class other than common shares of the Corporation;

ii.

rights, options or warrants to acquire common shares of the Corporation or securities exchangeable for or convertible into common shares of the Corporation (other than rights, options or warrants pursuant to which holders of common shares of the Corporation are entitled, during a period expiring not more than 45 days after the record date for such issue, to subscribe for or purchase common shares of the Corporation at a price per share (or in the case of securities exchangeable for or convertible into common shares of the Corporation at an exchange or conversion price per share at the date of issue of such securities) of at least 95% of the Current Market Price of the common shares of the Corporation on such record date);

iii.

evidences of indebtedness of the Corporation; or

	iv.	any property or assets of the Corporation;

and if such issue or distribution does not constitute a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “ Special Distribution ”), the Exercise Price will be adjusted effective immediately after the record date for the Special Distribution to the amount determined by multiplying the Exercise Price in effect on the record date for the Special Distribution by a fraction:

the numerator of which will be the difference between

the product of the number of common shares of the Corporation outstanding on such record date and the Current Market Price of the common shares of the Corporation on such record date, and

II.

the fair value, as determined by the directors of the Corporation, to the holders of the common shares of the Corporation of the shares, rights, options, warrants, evidences of indebtedness or property or assets to be issued or distributed in the Special Distribution, and

the denominator of which will be the product obtained by multiplying the number of Shares outstanding on such record date by the Current Market Price of the common shares of the Corporation on such record date.

Any common shares of the Corporation owned by or held for the account of the Corporation will be deemed not to be outstanding for the purpose of such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this subparagraph (c) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants to acquire common shares of the Corporation or securities exchangeable for or convertible into common shares of the Corporation referred to in this subparagraph (c), the Exercise Price will be readjusted immediately after the expiry of any relevant exercise, exchange or conversion right to the amount which would then be in effect if the fair market value had been determined on the basis of the number of common shares of the Corporation issued and remaining issuable immediately after such expiry, and will be further readjusted in such manner upon the expiry of any further such right.

If at any time during the Adjustment Period there occurs:

a reclassification or redesignation of the common shares of the Corporation, any change of the common shares of the Corporation into other shares or securities or any other capital reorganization involving the common shares of the Corporation other than a Common Share Reorganization;

ii.

a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate which results in a reclassification or redesignation of the common shares of the Corporation or a change or exchange of the common shares of the Corporation into other shares or securities; or

iii.

the transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or entity;

iv.

(any of such events being herein called a “ Capital Reorganization ”), after the effective date of the Capital Reorganization:

the Holder will be entitled to receive, and shall accept, upon exercise of the Warrants, in lieu of the number of common shares of the Corporation to which the Holder was theretofore entitled upon the exercise of the Warrants, the kind and aggregate number of shares and other securities or property resulting from the Capital Reorganization which the Holder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Holder had been the registered holder of the number of common shares of the Corporation to which the Holder was theretofore entitled to purchase or receive upon the exercise of the Warrants; and

vi.

the Exercise Price shall, on the effective date of the Capital Reorganization, be adjusted by multiplying the Exercise Price in effect immediately prior to such Capital Reorganization by the number of common shares of the Corporation purchasable pursuant to this Warrant certificate immediately prior to the Capital Reorganization, and dividing the product thereof by the number of successor securities determined in subparagraph (d)(iv) above.

If necessary, as a result of any Capital Reorganization, appropriate adjustments will be made in the application of the provisions of this Warrant certificate with respect to the rights and interest thereafter of the Holder to the end that the provisions of this Warrant certificate will thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares or other securities or property thereafter deliverable upon the exercise of the Warrants.

If at any time during the Adjustment Period any adjustment or readjustment in the Exercise Price occurs pursuant to the provisions of subparagraphs (a), (b) or (c) above, then the number of common shares of the Corporation purchasable upon the subsequent exercise of the Warrants will be simultaneously adjusted or readjusted, as the case may be, by multiplying the number of common shares of the Corporation purchasable upon the exercise of the Warrants immediately prior to such adjustment or readjustment by a fraction which will be the reciprocal of the fraction used in the adjustment or readjustment of the Exercise Price.

Rules of Adjustment

The following rules and procedures will be applicable to adjustments made pursuant to the Dilution section above of this Warrant certificate.

Subject to the following provisions of this section, any adjustment made pursuant to the Adjustment section above will be made successively whenever an event referred to therein will occur.

No adjustment in the Exercise Price will be required unless the adjustment would result in a change of at least one per cent in the Exercise Price then in effect and no adjustment will be made in the number of common shares of the Corporation purchasable or issuable on the exercise of the Warrants unless it would result in a change of at least one one-hundredth of a common shares of the Corporation; provided, however, that any adjustments which except for the provisions of this clause would otherwise have been required to be made will be carried forward and taken into account in any subsequent adjustment.

If at any time during the Adjustment Period the Corporation will take any action affecting the common shares of the Corporation, other than an action or an event described in the Dilution section above, which in the opinion of the directors would have a material adverse effect upon the rights of the Holder under this Warrant certificate, the Exercise Price and/or the number of common shares of the Corporation purchasable under this Warrant certificate will be adjusted in such manner and at such time as the directors may determine to be equitable in the circumstances. Failure of the taking of action by the directors so as to provide for an adjustment prior to the effective date of any action by the Corporation affecting the common shares of the Corporation will be deemed to be conclusive evidence that the directors have determined that it is equitable to make no adjustment in the circumstances.

No adjustment in the Exercise Price or in the number or kind of securities purchasable on the exercise of the Warrants will be made in respect of any event described in the Dilution section hereof if the Holder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder had exercised the Warrants prior to or on the record date or effective date, as the case may be, of such event.

If the Corporation sets a record date to determine holders of common shares of the Corporation for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and will thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, no adjustment in the Exercise Price or the number of common shares of the Corporation purchasable upon the exercise of the Warrants will be required by reason of the setting of such record date.

In any case in which this Warrant certificate requires that an adjustment become effective immediately after a record date for an event referred to in the Dilution section above, the Corporation may defer, until the occurrence of such event:

issuing to the Holder, to the extent that the Warrants are exercised after such record date and before the occurrence of such event, the additional common shares of the Corporation issuable upon such exercise by reason of the adjustment required by such event; and

ii.

delivering to the Holder any distribution declared with respect to such additional common shares of the Corporation after such record date and before such event;

provided, however, that the Corporation delivers to the Holder an appropriate instrument evidencing the right of the Holder, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price or the number of common shares of the Corporation purchasable upon the exercise of the Warrants.

If a dispute arises at any time with respect to any adjustment of the Exercise Price or the number of common shares of the Corporation purchasable pursuant to this Warrant Certificate, such dispute will be conclusively determined by the auditors of the Corporation or if they are unable or unwilling to act by such other firm of independent chartered accountants as may be selected by the directors, acting reasonably.

Adjustments to the Exercise Price or the number of common shares of the Corporation purchasable pursuant to this Warrant certificate may be subject to the prior approval of the TSX Venture Exchange.

As a condition precedent to the taking of any action which would require an adjustment pursuant to the Dilution section above the Corporation will take any action which may, in the opinion of the Corporation's legal counsel, be necessary in order that the Corporation may validly and legally issue as fully paid and non-assessable shares all of the common shares of the Corporation which the Holder is entitled to receive in accordance with the provisions of this Warrant certificate.

A least twenty-one (21) days prior to any record date or effective date, as the case may be, for any event which requires or might require an adjustment in any of the rights of the Holder under this Warrant certificate, including the Exercise Price and the number of common shares of the Corporation which are purchasable under this Warrant certificate, the Corporation will deliver to the Holder, at the Holder’s registered address, a certificate of the Corporation specifying the particulars of such event and, if determinable, the required adjustment and the calculation of such adjustment. In case any adjustment for which a notice as mentioned in the paragraph above has been given is not then determinable, the Corporation will promptly after such adjustment is determinable deliver to the Holder, at the Holder’s registered address, a certificate providing the calculation of such adjustment. The Corporation hereby covenants and agrees that the register of transfers and share transfer books for the common shares of the Corporation will be open, and that the Corporation will not take any action which might deprive the Holder of the opportunity of exercising the rights of subscription contained in this Warrant certificate, during such twenty-one day period.

Covenants and Representations

The Corporation hereby represents and warrants that it is authorized to create and issue the Warrants and covenants and agrees that it will cause the common shares of the Corporation from time to time subscribed for and purchased in the manner provided in this Warrant certificate and the certificate representing such common shares of the Corporation to be issued and that, at all times prior to the Expiry Date, it will reserve and there will remain unissued a sufficient number of common shares of the Corporation to satisfy the right of purchase provided for in this Warrant certificate. The Corporation hereby further covenants and agrees that it will at its expense expeditiously use its best efforts to obtain the listing of such common shares of the Corporation (subject to issue or notice of issue) on each stock exchange or over-the-counter market on which the common shares of the Corporation may be listed from time to time. All common shares of the Corporation which are issued upon the exercise of the right of purchase provided in this Warrant certificate, upon payment therefor of the amount at which such common shares of the Corporation may be purchased pursuant to the provisions of this Warrant certificate, shall be and be deemed to be fully paid and non-assessable shares and free from all taxes, liens and charges with respect to the issue thereof. The Corporation hereby represents and warrants that this Warrant certificate is a valid and enforceable obligation of the Corporation, enforceable in accordance with the provisions of this Warrant certificate.

Miscellaneous

If any Warrant certificate is lost mutilated, destroyed or stolen, the Corporation may, on such reasonable terms as to cost and indemnity or otherwise as they may impose, respectively issue a replacement Warrant certificate similar as to denomination, tenor and date as the Warrant certificate so lost, mutilated, destroyed or stolen.

The Warrants represented hereby shall be exclusively governed by the laws in force in the Province of Alberta and the laws of Canada applicable therein.

If any one or more of the provisions or parts thereof contained in this Warrant certificate should be or become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, as to such jurisdiction, severable therefrom and:

the validity, legality or enforceability of such remaining provisions or parts thereof shall not in any way be affected or impaired by the severance of the provisions or parts thereof severed; and

the invalidity, illegality or unenforceability of any provision or part thereof contained in this Warrant certificate in any jurisdiction shall not affect or impair such provision or part thereof or any other provisions of this Warrant certificate in any other jurisdiction.

Whenever used in this Warrant certificate, words importing the singular number only shall include the plural and vice versa and words importing gender shall include all genders.

Time shall be of the essence.

IN WITNESS WHEREOF the Corporation has caused its corporate seal to be affixed hereto and this certificate to be signed by the signature of its duly authorized officer effective November 30, 2013.


		CAN-CAL RESOURCES LTD.


		Per:
			Authorized Signatory

WARRANT EXERCISE FORM

TO: CAN-CAL RESOURCES LTD.
8205 Aqua Spray Ave.
Las Vegas, Nevada
89128

The undersigned hereby exercises the right to acquire __________ common shares of CAN-CAL RESOURCES LTD. as constituted on November 30, 2012 (or such number of other securities or property to which such Warrants entitle the undersigned in lieu thereof or in addition thereto under the provisions of the Warrant Certificate).

The common shares (or other securities or property) are to be issued as follows:

Name: ___________________________________________________________________________

(print clearly)

Address in full:____________________________________________________________________

_____________________________________________________________________

Number of Common Shares:___________________________________________________________

Note : If further nominees intended, please attach (and initial) schedule giving these particulars.

The undersigned hereby represents and warrants to the Corporation that the undersigned (check one):

o	i.	it is not a U.S. Person and the Warrants are not being exercised within the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States;

o	ii.	it was an original subscriber for Warrants, or a transferee, who was a U.S. Person at the time of the acquisition of such Warrants and the representations and warranties made by such person in connection with the acquisition of such Warrants remain true and correct on the date of exercise; or

o	iii.	it has delivered herewith to the Corporation a written opinion of counsel or other evidence satisfactory to the Corporation to the effect that the common shares have been registered under the U.S. Securities Act and applicable state securities laws or are exempt from registration thereunder.

Such securities (please check one):

(a) __________ should be sent by first class mail to the above address;

(b) __________ should be held for pick up at the office of the Corporation at which this Warrant Certificate is deposited.

In the absence of instructions to the contrary, the securities or other property will be issued in the name of or to the holder hereof and will be sent by first class mail to the last address of the holder appearing on the register maintained for the Warrants.

DATED this ____ day of __________, 20___.

____________________________________	_________________________
Signature Guaranteed	(Signature of Warrantholder)

____________________________________

Print full name

____________________________________

Print full address

____________________________________

Print full address

INSTRUCTIONS:

For the purposes of the paragraphs above, the following words and phrases have the following meanings:

“ United States ” and “ U.S. Person ” have the meaning given to such terms under Regulation S of the U.S. Securities Act. For purposes of Regulation S. “ U.S. Person ” includes, with certain expectations, (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. Person; (iv) any trust of which any trustee is a U.S. Person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if any individual) resident in the United States; and (viii) any partnership or corporation if (a) organized or incorporated under the laws of any jurisdiction other than the United States and (b) formed by a U.S. Person Headly for the purposes of investing in securities not registered under the U.S. Securities Act; and

“ U.S. Securities Act ” means the United States Securities Act of 1933, as amended.

	2.	The registered holder may exercise its right to receive common shares by completing this form and surrendering this form and the Warrant Certificate representing the Warrants being exercised to the Corporation at the address indicated under “Exercise of Warrants” in the Warrant Certificate. Certificates for common shares will be delivered or mailed within 3 business days after the exercise of the Warrants.

	3.	If the Exercise Form indicates that common shares are to be issued to a person or persons other than the registered holder of the Certificate, the signature of such holder of the Exercise Form must be guaranteed by an authorized officer of a Schedule “A” major chartered bank/trust company or a member of an acceptable medallion guarantee program. The Guarantor must affix a stamp bearing the actual words “ Signature Guaranteed ” . Please note - signature guarantees are not accepted from treasury branches or credit unions unless they are members of the “Stamp Medallion Program”. Please note - in USA signature guarantees must be done by members of the “Medallion Signature Guarantee Program” only.

If the Exercise Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Corporation.

Exhibit 31.1

CERTIFICATION

I, Jonathan Legg, certify that:

1. I have reviewed this Annual report on Form 10-K of Can -Cal Resources Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Quarterly report;

4. The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

a) designed such disclosure controls and procedures, or caused such controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of small business issuer’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

		/s/ Jonathan Legg
Date: January 7, 2016	By:	Jonathan Legg
		Its: Board Chairman

Exhibit 31.2

CERTIFICATION

I, Jonathan Legg, certify that:

1. I have reviewed this report on Form 10-K of Can -Cal Resources Ltd.;

d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to affect, the small business issuer’s internal control over financial reporting; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

		/s/ Jonathan Legg
Date: January 7, 2016	By:	Jonathan Legg
		Its: Board Chairman

Exhibit 32.1

CERTIFICATIONS PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Annual Report of Can-Cal Resources Ltd., a Nevada corporation (the "Company"), on Form 10-K for the period ended December 31, 2014, as filed with the Securities and Exchange Commission (the "Report"), Jonathan Legg, Director and Chairman of the Board of the Company, do hereby certify, pursuant to §906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Jonathan Legg

By: Jonathan Legg

Its: Board Chairman

January 7, 2016

furnished to the Securities and Exchange Commission or its staff upon request.]