RED METAL RESOURCES, LTD. - Quarter Report: 2012 October (Form 10-Q)

rer_10q-103112.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[ X ]

QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: October 31, 2012

[ ]	TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_______to_______

Commission file number 000-52055

RED METAL RESOURCES LTD.

(Exact name of small business issuer as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	20-2138504 (I.R.S. Employer Identification No.)

195 Park Avenue, Thunder Bay Ontario, Canada P7B 1B9 (Address of principal executive offices) (Zip Code)

(807) 345-7384 (Issuer’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. [ X ] Yes [ ] 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).

[ X ] Yes [ ] 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 filed,” “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 Act). [ ] Yes [ X ] No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of December 13, 2012, the number of shares of the registrant’s common stock outstanding was 17,956,969.

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION	1
Item 1. Financial Statements.	1
CONSOLIDATED BALANCE SHEETS	1
CONSOLIDATED STATEMENTS OF OPERATIONS	2
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)	3
CONSOLIDATED STATEMENTS OF CASH FLOWS	4
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	9
Item 3. Quantitative and Qualitative Disclosures about Market Risk.	24
Item 4. Controls and Procedures.	24
PART II—OTHER INFORMATION	24
Item 1. Legal Proceedings.	24
Item 1A. Risk Factors.	25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	25
Item 3. Defaults upon Senior Securities.	25
Item 4. Mine Safety Disclosures.	25
Item 5. Other Information.	25
Item 6. Exhibits.	25

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

RED METAL RESOURCES LTD.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

	October 31, 2012			January 31, 2012
	(UNAUDITED)
ASSETS
Current assets

Cash	$	11,906		$	24,467
Prepaids and other receivables		5,332			45,156
Total current assets		17,238			69,623

Equipment		13,224			16,713
Unproved mineral properties		844,585			796,828
Total assets	$	875,047		$	883,164

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities

Accounts payable	$	283,500		$	206,675
Accrued liabilities		142,722			121,701
Due to related parties		1,240,066			905,562
Notes payable to related party		315,675			236,820
Total liabilities		1,981,963			1,470,758

Stockholders' deficit

Common stock, $0.001 par value, authorized 500,000,000, 17,956,969 and 17,189,634 issued and outstanding at October 31, 2012 and January 31, 2012		17,957			17,190
Additional paid in capital		5,908,105			5,466,744
Deficit accumulated during the exploration stage		(6,929,976	)		(5,985,007	)
Accumulated other comprehensive loss		(103,002	)		(86,521	)
Total stockholders' deficit		(1,106,916	)		(587,594	)
Total liabilities and stockholders' deficit	$	875,047		$	883,164

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

RED METAL RESOURCES LTD.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three months ended October 31,						Nine months ended October 31,						From January 10, 2005 (Inception)
	2012			2011			2012			2011			to October 31, 2012
Revenue

Royalties	$	-		$	-		$	-		$	-		$	15,658
Geological services		-			-			7,804			-			7,804
Total revenue		-			-			7,804			-			23,462

Operating expenses
Administration		10,026			5,612			30,227			36,370			349,423
Advertising and promotion		(1,705	)		75,734			39,839			176,820			567,074
Amortization		1,082			1,433			3,489			1,689			6,596
Automobile		720			6,746			6,194			26,154			99,575
Bank charges		1,601			1,009			5,077			5,142			28,063
Consulting fees		15,902			82,378			176,024			239,011			961,286
Interest on current debt		62,701			26,687			138,375			62,134			351,483
IVA expense		659			-			3,823			-			37,603
Mineral exploration costs		50,174			410,302			233,370			917,844			2,138,620
Office		3,807			4,905			18,226			20,220			71,163
Professional development		-			-			-			-			5,116
Professional fees		276			16,491			76,698			122,747			770,835
Rent		3,364			3,385			10,165			10,339			65,440
Regulatory		7,192			8,153			35,533			23,551			112,612
Travel and entertainment		406			50,477			29,940			80,260			322,620
Salaries, wages and benefits		17,717			29,250			62,776			54,276			199,487
Stock based compensation		-			559,516			-			559,516			527,318
Foreign exchange loss		423			3,457			(142	)		14,670			14,810
Write-down of unproved mineral properties		76,233			-			83,159			2,909			324,314
Total operating expenses		250,578			1,285,535			952,773			2,353,652			6,953,438

Net loss	$	(250,578	)	$	(1,285,535	)	$	(944,969	)	$	(2,353,652	)	$	(6,929,976	)


Net loss per share - basic and diluted	$	(0.01	)	$	(0.08	)	$	(0.05	)	$	(0.15	)

Weighted average number of shares outstanding - basic and diluted		17,956,969			16,939,634			17,834,531			15,338,840

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

RED METAL RESOURCES LTD.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

(UNAUDITED)

	Common Stock Issued
	Number of						Additional Paid-in			Common Stock			Accumulated			Accumulated Other Comprehensive
	Shares			Amount			Capital			Subscribed			Deficit			Income / (Loss)			Total
Balance at January 10, 2005 (Inception)		-		$	-		$	-		$	-		$	-		$	-		$	-

Net loss		-			-			-			-			(825	)		-			(825	)

Balance at January 31, 2005		-			-			-			-			(825	)		-			(825	)

Common stock issued for cash		5,525,000			5,525			53,725			-			-			-			59,250
Common stock adjustment		45			-			-			-			-			-			-
Donated services		-			-			3,000			-			-			-			3,000
Net loss		-			-			-			-			(12,363	)		-			(12,363	)

Balance at January 31, 2006		5,525,045			5,525			56,725			-			(13,188	)		-			49,062

Donated services		-			-			9,000			-			-			-			9,000
Net loss		-			-			-			-			(43,885	)		-			(43,885	)

Balance at January 31, 2007		5,525,045			5,525			65,725			-			(57,073	)		-			14,177

Donated services		-			-			2,250			-			-			-			2,250
Return of common stock to treasury		(1,750,000	)		(1,750	)		1,749			-			-			-			(1	)
Common stock issued for cash		23,810			24			99,976			-			-			-			100,000
Net loss		-			-			-			-			(232,499	)		-			(232,499	)

Balance at January 31, 2008		3,798,855			3,799			169,700			-			(289,572	)		-			(116,073	)

Common stock issued for cash		357,147			357			1,299,643			-			-			-			1,300,000
Net loss		-			-			-			-			(1,383,884	)		-			(1,383,884	)
Foreign currency exchange loss		-			-			-			-			-			(21,594	)		(21,594	)

Balance at January 31, 2009		4,156,002			4,156			1,469,343			-			(1,673,456	)		(21,594	)		(221,551	)

Common stock issued for cash		1,678,572			1,678			160,822			-			-			-			162,500
Common stock issued for debt		3,841,727			3,843			1,148,675			-			-			-			1,152,518
Net loss		-			-			-			-			(710,745	)		-			(710,745	)
Foreign currency exchange loss		-			-			-			-			-			(35,816	)		(35,816	)

Balance at January 31, 2010		9,676,301			9,677			2,778,840			-			(2,384,201	)		(57,410	)		346,906

Common stock issued for cash		540,000			540			134,460			-			-			-			135,000
Net loss for the year ended January 31, 2011		-			-			-			-			(672,618	)		-			(672,618	)
Foreign currency exchange loss		-			-			-			-			-			(13,438	)		(13,438	)

Balance at January 31, 2011		10,216,301			10,217			2,913,300			-			(3,056,819	)		(70,848	)		(204,150	)

Common stock issued for cash		6,290,000			6,290			1,821,810			-			-			-			1,828,100
Common stock issued for debt		433,333			433			129,567			-			-			-			130,000
Obligation to issue shares		-			-			-			60,000			-			-			60,000
Stock options		-			-			559,516			-			-			-			559,516
Net loss for the nine months ended October 31, 2011		-			-			-			-			(2,353,652	)		-			(2,353,652	)
Foreign currency exchange loss		-			-			-			-			-			(10,354	)		(10,354	)

Balance at October 31, 2011		16,939,634			16,940			5,424,193			60,000			(5,410,471	)		(81,202	)		9,460

Warrants exercised for cash		83,333			83			24,916			-			-			-			24,999
Warrants exercised for debt		166,667			167			49,833			-			-			-			50,000
Obligation to issue shares		-			-			-			(60,000	)		-			-			(60,000	)
Adjustment to stock options		-			-			(32,198	)		-			-			-			(32,198	)
Net loss for the three months ended January 31, 2012		-			-			-			-			(574,536	)		-			(574,536	)
Foreign currency exchange loss		-			-			-			-			-			(5,319	)		(5,319	)

Balance at January 31, 2012		17,189,634			17,190			5,466,744			-			(5,985,007	)		(86,521	)		(587,594	)

Warrants exercised for cash		500,000			500			149,500			-			-			-			150,000
Common stock issued for cash		267,335			267			120,034			-			-			-			120,301
Extinguishment of related party debt		-			-			171,827			-			-			-			171,827
Net loss for the nine months ended October 31, 2012		-			-			-			-			(944,969	)		-			(944,969	)
Foreign currency exchange loss		-			-			-			-			-			(16,481	)		(16,481	)

Balance at October 31, 2012		17,956,969		$	17,957		$	5,908,105		$	-		$	(6,929,976	)	$	(103,002	)	$	(1,106,916	)

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

RED METAL RESOURCES LTD.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the nine months Ended October 31,						From January 10, 2005 (Inception)
	2012			2011			to October 31, 2012
Cash flows used in operating activities:
Net loss	$	(944,969	)	$	(2,353,652	)	$	(6,929,976	)
Adjustments to reconcile net loss to net cash used in operating activities:
Donated services and rent		-			-			14,250
Write-down of unproved mineral properties		83,159			2,909			324,315
Amortization		3,489			1,642			6,596
Stock based compensation		-			559,516			527,318

Changes in operating assets and liabilities:
Prepaids and other receivables		39,824			(77,625	)		(5,332	)
Accounts payable		76,825			(27,661	)		283,500
Accrued liabilities		21,021			(4,365	)		283,446
Due to related parties		506,331			179,668			1,749,917
Accrued interest on notes payable to related party		15,738			5,411			98,452

Net cash used in operating activities		(198,582	)		(1,714,157	)		(3,647,514	)

Cash flows used in investing activities:
Purchase of equipment		-			(19,820	)		(19,820	)
Acquisition of unproved mineral properties		(130,916	)		(230,092	)		(1,307,954	)

Net cash used in investing activities		(130,916	)		(249,912	)		(1,327,774	)

Cash flows provided by financing activities:
Cash received on issuance of notes payable to related party		118,944			196,080			1,280,223
Repayment of related party notes, including accrued interest		(56,553	)		(14,382	)		(70,935	)
Proceeds from issuance of common stock		270,301			1,888,099			3,880,150

Net cash provided by financing activities		332,692			2,069,797			5,089,438

Effects of foreign currency exchange		(15,755	)		(10,354	)		(102,244	)

Increase in cash		(12,561	)		95,374			11,906

Cash, beginning		24,467			8,655			-

Cash, ending	$	11,906		$	104,029		$	11,906

Supplemental disclosures:
Cash paid for:
Income tax	$	-		$	-		$	-
Interest	$	(6,553	)	$	(1,778	)	$	(8,331	)

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

RED METAL RESOURCES LTD.

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2012

(UNAUDITED)

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Nature of Operations

Red Metal Resources Ltd. (the “Company”) was incorporated on January 10, 2005, under the laws of the State of Nevada. On August 21, 2007, the Company acquired a 99% interest in Minera Polymet Limitada (“Polymet”), a limited liability company formed on August 21, 2007, under the laws of the Republic of Chile. The Company is involved in acquiring and exploring mineral properties in Chile. The Company has not determined whether its properties contain mineral reserves that are economically recoverable.

Unaudited Interim Consolidated Financial Statements

The unaudited interim financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended January 31, 2012, included in the Company’s Annual Report on Form 10-K, filed with the SEC. The interim unaudited financial statements should be read in conjunction with those financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine month period ended October 31, 2012, are not necessarily indicative of the results that may be expected for the year ending January 31, 2013.

Recent Accounting Pronouncements

The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. It does not expect the adoption of these pronouncements to have a material impact on its financial position, results of operations or cash flows.

NOTE 2 – RELATED-PARTY TRANSACTIONS

The following amounts were due to related parties as at:

	October 31, 2012		January 31, 2012

Due to a company owned by an officer	$	266,936	$	190,608
Due to a company controlled by directors		873,863		658,950
Due to companies controlled by major shareholders		84,779		51,957
Due to an officer of Chilean subsidiary		14,488		4,047
Total due to related parties (a)	$	1,240,066	$	905,562

Note payable to a related party (b)	$	-	$	56,164
Note payable to a director (c)		121,984		55,129
Note payable to a chief financial officer (c)		9,026		8,502
Note payable to a major shareholder (c)		116,433		53,115
Note payable to a company controlled by directors (c)		68,232		63,910
Total notes payable to related parties	$	315,675	$	236,820

(a) Amounts due to related parties are unsecured, are due on demand and bear no interest.

(b) The note payable was due on demand, unsecured and bore interest at 6% per annum. The principle of $50,000 and accumulated interest of $6,553 were paid in full on March 13, 2012.

Transactions with Related Parties

The Company incurred the following expenses with related parties during the nine months ending:

	October 31, 2012		October 31, 2011

Consulting fees and other business expenses paid to a company owned by the Chief Financial Officer	$	162,407	$	225,491
Advertising and promotion, mineral exploration and other business expenses paid to a company controlled by two directors		341,213		555,678
Administration, automobile, rental, and other business expenses paid to a company controlled by a major shareholder		20,819		51,788
Administration expenses paid to an officer of the Company’s Chilean subsidiary		39,166		37,242
	$	563,605	$	870,199

During the nine months ended October 31, 2012, debt owing by the Company to a company controlled by two common directors in the amount of $171,827 was forgiven. The gain on the extinguishment of debt has been recorded in additional paid in capital.

NOTE 3 – UNPROVED MINERAL PROPERTIES

During the quarter ended October 31, 2012, the Company decided not to proceed with its Veta Negra Project. At October 31, 2012, the Company has three unproved mineral properties which it is currently exploring and evaluating: the Farellon, Perth, and Mateo. These properties consist of both mining and exploration claims.

As of October 31, 2012, the Company had spent the total of $844,585 on acquiring and maintaining unproved mineral properties:

Mineral Claims	Balance, January 31, 2012		Additions		Property Taxes Paid / Accrued		Impairment			Balance, October 31, 2012
Farellon Project
Farellon Alto 1-8(1)	$	552,976	$	13,142	$	6,450	$	-		$	572,568
Cecil		41,746		-		12,272		-			54,018
		594,722		13,142		18,722		-			626,586
Perth Project
Perth		19,371		20,031		35,642		-			75,044

Mateo Project
Margarita		18,195		-		904		-			19,099
Che (2)		23,895		-		1,184		-			25,079
Irene		47,174		-		968		-			48,142
Mateo		33,065		15,634		1,936		-			50,635
		122,329		15,634		4,992		-			142,955
Veta Negra Project(3)
Veta Negra		18,480		9,247		10,129		(37,856	)		-
Pibe		40,000		-		3,377		(43,377	)		-
		58,480		9,247		13,506		(81,233	)		-

Generative Claims		1,926		-		-		(1,926	)		-

Total Costs	$	796,828	$	58,054	$	72,862		(83,159	)	$	844,585

(1) The claim is subject to a 1.5% royalty on the net sales of minerals extracted from the property to a total of $600,000. The royalty payments are due monthly once exploitation begins, and are subject to minimum payments of $1,000 per month. The Company has no obligation to pay the royalty if it does not commence exploitation.

(2) The claims are subject to a 1% royalty on the net sales of minerals extracted from the property to a total of $100,000. The royalty payments are due monthly once exploitation begins and are not subject to minimum payments. The Company has no obligation to pay the royalty if it does not commence exploitation.

(3) See abandoned claims below.

Abandoned claims

During the nine months ended October 31, 2012, the Company abandoned the Veta Negra project and wrote off $81,233 in mineral property costs.

The project consisted of Veta Negra, Exon and Pibe mining claims as well as several exploration claims. Veta Negra and Exon claims were a subject to semi-annual option payments totaling $107,500 and a 1.5% royalty on the net sales of minerals extracted to a total of $500,000. Pibe claim was a subject to semi-annual option payments totaling $500,000 and a 1.5% royalty on the net sales of minerals extracted to a total of $1,000,000.

In addition, the Company abandoned several generative mineral claims with a paid cost of $1,926 as it decided not to pursue exploration of the claims.

NOTE 4 – COMMON STOCK

On April 12, 2012, the Company engaged in a private offering of units pursuant to which it issued 267,335 units at a price of $0.45 per unit for cash of $120,301. Each unit consists of one common share and one share purchase warrant. Each share purchase warrant is exercisable at $0.65 for two years.

On March 5, 2012, warrants to purchase 400,000 shares of common stock were exercised at $0.30 per share. The Company received $120,000 for this exercise.

On February 7, 2012, warrants to purchase 100,000 shares of common stock were exercised at $0.30 per share. The Company received $30,000 for this exercise.

Warrants

Balance, January 31, 2012	7,459,666
Granted	267,335
Exercised	(500,000	)
Expired	(40,000	)
Balance, October 31, 2012	7,187,001

The weighted average life and weighted average exercise price of the warrants at October 31, 2012, is 0.47 years and $0.51, respectively.

Options

The weighted average life and weighted average exercise price of the 1,040,000 options outstanding at October 31, 2012, is 0.84 years and $0.50, respectively.

NOTE 5 – CONTINGENCY

During the nine months ended October 31, 2012, the Company received a penalty notice from the US Internal Revenue Service (“IRS”) for failure to file certain tax forms within the prescribed deadline. The Company believes that it filed the questioned form on time and submitted supporting documentation to the IRS appeals department. As at October 31, 2012, the Company has not accrued for the penalty which was assessed for $10,000 plus accrued interest of $146.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This quarterly report on form 10-Q filed by Red Metal Resources Ltd. contains forward-looking statements. These are statements regarding financial and operating performance and results and other statements that are not historical facts. The words “expect,” “project,” “estimate,” “believe,” “anticipate,” “intend,” “plan,” “forecast,” and similar expressions are intended to identify forward-looking statements. Certain important risks could cause results to differ materially from those anticipated by some of the forward-looking statements. Some, but not all, of these risks include, among other things:

•

general economic conditions, because they may affect our ability to raise money

•

our ability to raise enough money to continue our operations

•

changes in regulatory requirements that adversely affect our business

•

changes in the prices for minerals that adversely affect our business

•

political changes in Chile, which could affect our interests there

•

other uncertainties, all of which are difficult to predict and many of which are beyond our control

We caution you not to place undue reliance on these forward-looking statements, which reflect our management’s view only as of the date of this report. We are not obligated to update these statements or publicly release the results of any revisions to them to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events. You should refer to, and carefully review, the information in future documents we file with the Securities and Exchange Commission.

General

You should read this discussion and analysis in conjunction with our interim unaudited consolidated financial statements and related notes included in this Form 10-Q and the audited consolidated financial statements and related notes included in our annual report on Form 10-K for the fiscal year ended January 31, 2012. The inclusion of supplementary analytical and related information may require us to make estimates and assumptions to enable us to fairly present, in all material respects, our analysis of trends and expectations with respect to our results of operations and financial position taken as a whole. Actual results may vary from the estimates and assumptions we make.

Overview

Red Metal is a mineral exploration company engaged in locating, and eventually developing, mineral resources in Chile. Our business strategy is to identify, acquire and explore prospective mineral claims with a view to either developing them ourselves or, more likely, finding a joint venture partner with the mining experience and financial means to undertake the development. All of our claims are in the Candelaria IOCG belt in the Chilean Coastal Cordillera.

Since the revenue we have received from our operations is very minimal, we are dependent upon the equity markets for our working capital. Despite the current market volatility, prices of copper and gold overall are moving in a positive direction and we are optimistic that we can raise equity capital under these market conditions. We completed an offering of 6,723,333 units on April 7, 2011, at $0.30 per unit. Each unit consisted of one share of our common stock and one warrant for the purchase of one share of common stock exercisable at $0.50 per share for two years. We realized net cash proceeds of $1,862,462 from this offering and the payment of $130,000 in debt. We used the cash proceeds to finance our exploration programs on the Farellon and Mateo properties.

On May 18, 2012, we held our annual meeting of stockholders. At the meeting our stockholders approved the Amended and Restated Red Metal Resources Ltd. 2011 Equity Incentive Plan (the “Amended Plan”). Upon receipt of stockholder approval, the Amended Plan became effective. Under the terms of the Amended Plan, the aggregate number of the Company’s shares which may be awarded to eligible persons, including officers, directors and consultants, may not exceed 10% of the aggregate number of shares issued and outstanding from time to time and the total number of shares which may be reserved for issuance to any one individual under the Amended Plan may not exceed 5% of the outstanding shares in any 12 month period. The exercise price for the shares underlying each option shall be determined by the board of directors (or a committee, if one is appointed) on the basis of the market price, as defined in the Amended Plan.

The original Red Metal Resources Ltd. 2011 Equity Incentive Plan was adopted by the board of directors on September 2, 2011. Under this plan we issued options to purchase 1,040,000 shares of our common stock to directors, officers, employees and consultants who provide services to Red Metal. The options have an exercise price of $0.50 per share and a term of two years.

The Company is continuing its exploration activities, as more fully described below in the section titled, “Unproved Mineral Properties”.

Consistent with our historical practices, we continue to monitor our costs in Chile by reviewing our mineral claims to determine whether they possess the geological indicators to economically justify the capital to maintain or explore them. Currently, we have three employees in Chile and engage part time assistants during our exploration programs. Most of our support — such as, vehicles, office and equipment — is supplied under short-term contracts. The only long-term commitments that we have are for royalty payments on two of our mineral claims – Farellon and Che. These royalties are payable once exploitation begins.

The cost and timing of all planned exploration programs are subject to the availability of qualified mining personnel, such as consulting geologists, geo-technicians and drillers, and drilling equipment. Although Chile has a well-trained and qualified mining workforce from which to draw and few early-stage companies such as Red Metal are competing for the available resources, if we are unable to find the personnel and equipment that we need when we need them and at the prices that we have estimated today, we might have to revise or postpone our plans.

Results of operations

summary of financial condition

Table 1 summarizes and compares our financial condition at the nine months ended October 31, 2012, to the year-ended January 31, 2012.

Table 1: Comparison of financial condition

	October 31, 2012			January 31, 2012
Working capital deficit	$	(1,964,725	)	$	(1,401,135	)
Current assets	$	17,238		$	69,623
Unproved mineral properties	$	844,585		$	796,828
Total liabilities	$	1,981,963		$	1,470,758
Common stock and additional paid in capital	$	5,926,062		$	5,483,934
Deficit	$	(6,929,976	)	$	(5,985,007	)

comparison of prior quarterly results

Table 2 and Table 3 present selected financial information for each of the past eight quarters.

Table 2: Summary of quarterly results (January 31, 2012 – October 31, 2012)

	January 31, 2012			April 30, 2012			July 31, 2012			October 31, 2012
Revenue	$	–		$	7,804		$	–		$	–
Net loss	$	(574,536	)	$	(397,663	)	$	(296,728	)	$	(250,578	)
Basic and diluted loss per share	$	(0.03	)	$	(0.02	)	$	(0.02	)	$	(0.01	)

Table 3: Summary of quarterly results (January 31, 2011 – October 31, 2011)

	January 31, 2011			April 30, 2011			July 31, 2011			October 31, 2011
Revenue	$	–		$	–		$	–		$	–
Net loss	$	(203,052	)	$	(285,276	)	$	(782,841	)	$	(1,285,535	)
Basic and diluted loss per share	$	(0.02	)	$	(0.02	)	$	(0.05	)	$	(0.08	)

During the quarters ended July 31, 2011, October 31, 2011, and January 31, 2012, our operating expenses were mainly associated with the drilling program on the Farellon property and exploration campaigns on other properties, including associated travel and geological consulting expenses incurred between May and September 2011, and subsequent data analysis. During the quarter ended October 31, 2011, we granted 1,040,000 stock options to certain directors, employees, and consultants that resulted in a non-cash expense of $527,318 (after adjustment taken on January 31, 2012), increasing our net loss. During the quarter ended January 31, 2012, we began the due diligence review to potentially list our shares on the TSX Venture Exchange that resulted in higher legal costs. During the quarter ended April 30, 2012, we prepared an updated NI 43-101 report on our Farellon property, which resulted in increased exploration expenses, and we continued with the due diligence review relating to listing our common stock on the TSX Venture Exchange, which resulted in increased professional and regulatory fees. During the quarter ended July 31, 2012, we kept our exploration and due diligence activities at a moderate level, which resulted in decrease in our net loss for the quarter. During the three months ended October 31, 2012, we continued maintaining our operations at a lower level; excluding the written down unproved mineral claims, our net loss for this quarter was $174,345.

Selected Financial Results

three and nine months ended october 31, 2012 and october 31, 2011

Our operating results for the three and nine months ended October 31, 2012 and 2011, and the changes in the operating results between those periods are summarized in Table 4.

Table 4: Changes in operating results

	Three months ended October 31,					Changes between the periods ended October 31, 2012			Nine months ended October 31,					Changes between the periods ended October 31, 2012
	2012			2011		and 2011			2012			2011		and 2011
Revenue
Geological services	$	-		$	-	$	-		$	7,804		$	-	$	7,804

Operating expenses
Administration		10,026			5,612		4,414			30,227			36,370		(6,143	)
Advertising and promotion		(1,705	)		75,734		(77,439	)		39,839			176,820		(136,981	)
Amortization		1,082			1,433		(351	)		3,489			1,689		1,800
Automobile		720			6,746		(6,026	)		6,194			26,154		(19,960	)
Bank charges		1,601			1,009		592			5,077			5,142		(65	)
Consulting fees		15,902			82,378		(66,476	)		176,024			239,011		(62,987	)
Interest on current debt		62,701			26,687		36,014			138,375			62,134		76,241
IVA expense		659			-		659			3,823			-		3,823
Mineral exploration costs		50,174			410,302		(360,128	)		233,370			917,844		(684,474	)
Office		3,807			4,905		(1,098	)		18,226			20,220		(1,994	)
Professional fees		276			16,491		(16,215	)		76,698			122,747		(46,049	)
Rent		3,364			3,385		(21	)		10,165			10,339		(174	)
Regulatory		7,192			8,153		(961	)		35,533			23,551		11,982
Travel and entertainment		406			50,477		(50,071	)		29,940			80,260		(50,320	)
Salaries and wages		17,717			29,250		(11,533	)		62,776			54,276		8,500
Stock based compensation		-			559,516		(559,516	)		-			559,516		(559,516	)
Foreign exchange loss		423			3,457		(3,034	)		(142	)		14,670		(14,812	)
Write-down of unproved mineral properties		76,233			-		76,233			83,159			2,909		80,250
Total operating expenses		250,578			1,285,535		(1,034,957	)		952,773			2,353,652		(1,400,879	)
Net loss	$	250,578		$	1,285,535	$	(1,034,957	)	$	944,969		$	2,353,652	$	(1,408,683	)

Revenue. Our revenue for the nine months ended October 31, 2012, was $7,804; this revenue was generated from geological services that we provided to an unaffiliated company. We did not generate any revenue during the nine months ended October 31, 2011. Due to the exploration rather than production nature of our business, we do not expect to have significant operating revenue within the next year.

Operating expenses. Our operating expenses decreased by $1,034,957 or 81%, from $1,285,535 for the three months ended October 31, 2011, to $250,578 for the three months ended October 31, 2012.

On a year-to-date basis, our operating expenses decreased by $1,400,879, or 60%, from $2,353,652 for the nine months ended October 31, 2011, to $952,773 for the nine months ended October 31, 2012.

The following are our most significant year-to-date changes:

•

During the nine month ended October 31, 2011, we started the drilling program on our Farellon property as well as increased exploration and mapping activities on Mateo and Veta Negra properties, which resulted in mineral exploration expenditures of $917,844. During the nine months ended October 31, 2012, we focused our resources on the detailed mapping of the Farellon property and preparing an updated NI 43-101 report based on the last year’s drilling results, which resulted in the exploration expenditures of $233,370.

•

In June of 2011 we hired additional personnel to support our drilling campaign on the Farellon property and elevated exploration activities on other properties. Due to the continued mapping and sampling activities we maintained most of additional staff throughout the year which resulted in comparative wage increase of $8,500 for the nine months ended October 31, 2012.

•

Our advertising and promotion expenses decreased from $176,820 to $39,839, or 77% due to decreased investor relation activities during the nine months ended October 31, 2012, compared to the nine months ended October 31, 2011.

•

During the nine months ended October 31, 2012, we expensed $138,375 in interest on current debt, an increase of $76,241 compared to $62,134 in interest expensed during the nine months ended October 31, 2011. This increase was associated with larger outstanding payables, mainly to related parties.

•

Our professional and legal fees decreased by $46,049, from $122,747 incurred during the nine months ended October 31, 2011, to $76,698 for the nine months ended October 31, 2012. Higher professional fees incurred during 2011 were associated with the private equity financing that we completed in May of 2011 and filing of the registration statement on form S-1.

•

During the nine months ended October 31, 2012, we wrote down $83,159 in mineral property acquisition costs after we determined the costs of maintaining our Veta Negra property exceeded its fair value. The property consisted of Veta Negra, Exon and Pibe mining claims and several smaller exploration claims. During the nine months ended October 31, 2011, we wrote down $2,909 after we abandoned several exploration claims included in the Mateo property.

•

Our regulatory fees increased by $11,982, from $23,551 incurred during the nine months ended October 31, 2011, to $35,533 incurred during the nine months ended October 31, 2012. This increase was associated in part with our due diligence review for the purpose of listing our common stock on the TSX Venture Exchange, and in part with the distribution of the proxy statement for our annual meeting of the stockholders that we held on May 18, 2012.

•

Due to the decrease in our mineral exploration activities, our automobile expense decreased by $19,960, from $26,154 incurred during the nine months ended October 31, 2011, to $6,194 incurred during the nine months ended October 31, 2012.

•

On September 2, 2011, we granted 1,040,000 options under the Equity Incentive Plan. We recorded $559,516 in employee stock option expense associated with these grants. We had no such expense during the nine month period ended October 31, 2012.

Net loss. We had a net loss of $944,969 for the nine months ended October 31, 2012, compared to a net loss of $ 2,353,652 for the nine months ended October 31, 2011. The $1,408,683 decrease in net loss during the period was mainly associated with the conclusion of our drilling and mapping programs on our Farellon and Mateo properties, which resulted in decrease in mineral exploration and automobile expenses. Reduced advertising activity and absence of stock based compensation also contributed to the overall decrease in our costs. These decreases were offset by the write-off of our Veta Negra property as well as increases in our regulatory fees and interest on the current debt with related parties.

Liquidity

GOING CONCERN

The consolidated financial statements included in this report have been prepared on a going concern basis, which implies that we will continue to realize our assets and discharge our liabilities in the normal course of business. We have not generated any significant revenues from mineral sales since inception, have never paid any dividends and are unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. Our continuation as a going concern depends upon the continued financial support of our shareholders, our ability to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations. Our ability to achieve and maintain profitability and positive cash flow depends upon our ability to locate profitable mineral claims, generate revenue from mineral production and control our production costs. Based upon our current plans, we expect to incur operating losses in future periods, which we plan to mitigate by controlling our operating costs and sharing mineral exploration expenses through joint venture agreements. At October 31, 2012, we had a working capital deficit of $1,964,725 and accumulated losses of $6,929,976 since inception. These factors raise substantial doubt about our ability to continue as a going concern. We cannot assure you that we will be able to generate significant revenues in the future. Our consolidated financial statements do not give effect to any adjustments that would be necessary should we be unable to continue as a going concern and therefore be required to realize our assets and discharge our liabilities in other than the normal course of business and at amounts different from those reflected in our financial statements.

internal and external sources of liquidity

To date we have funded our operations by selling our securities and borrowing funds, and, to a minor extent, from mining royalties and geological services.

Sources and uses of cash

nine months ended october 31, 2012 and 2011

Table 5 summarizes our sources and uses of cash for the nine months ended October 31, 2012 and 2011.

Table 5: Summary of sources and uses of cash

	October 31,
	2012			2011
Net cash provided by financing activities	$	332,692		$	2,069,797
Net cash used in operating activities		(198,582	)		(1,714,157	)
Net cash used in investing activities		(130,916	)		(249,912	)
Effect of foreign currency exchange		(15,755	)		(10,354	)
Net (decrease) increase in cash	$	(12,561	)	$	95,374

Net cash provided by financing activities. During the nine months ended October, 2012, we received $150,000 on exercise of warrants for 500,000 shares at $0.30 per share. During the same period we issued 267,335 shares at $0.45 for cash proceeds of $120,301.

We borrowed $57,000 from a shareholder and $22,000 and $40,000 Cdn (approximately $39,944 US) from our CEO; and repaid a $56,553 loan including accrued interest to a company owned by a significant shareholder.

During the nine months ended October 31, 2011, as part of the private offering completed on April 7, 2011, we issued 6,290,000 units at $0.30 per unit, for cash proceeds of $1,828,099, net of $58,900 in commissions paid to agents, and 433,333 units at $0.30 per unit in payment of $130,000 in debt. Each unit consists of one share of our common stock and a two-year warrant exercisable for one share of our common stock at $0.50 per share.

We received $60,000 on exercise of a warrant for 200,000 shares at $0.30 per share. These shares were issued on November 28, 2011.

During the nine months ended October 31, 2011, we borrowed $51,000 from the father of our president; $62,389 Cdn (approximately $62,797 US) from a company controlled by two directors, and $70,000 US and $10,000 Cdn (approximately $10,454 US) from our CFO. We also repaid $14,956 in loans including accrued interest and recognized foreign exchange adjustment of $2,402 on $50,000 Cdn that we borrowed during the year ended January 31, 2011, from our CEO.

See Non-cash financing transactions below.

Non-cash financing transactions. During the nine months ended October 31, 2011, as part of the private offering completed on April 7, 2011, the Company’s CEO converted loans in the amount of $50,000 into 166,666 units and the Company’s CFO converted loans in the amount of $80,000 into 266,667 units.

We did not have any non-cash financing transactions during the nine months ended October 31, 2012.

Net cash used in operating activities. During the nine months ended October 31, 2012, we used net cash of $198,582 in operating activities. We used $944,969 to cover operating costs. This use of cash was offset by increases in our accounts payable and accrued liabilities of $76,825 and $21,021, respectively. This increase was associated mainly with our exploration activities, preparation of the updated NI 43-101 report, as well as due diligence to list our stock on TSX Venture Exchange. We also increased accounts payable to related parties by $506,331 and recorded $15,738 in accrued interest on notes payable to related parties (See Non-cash changes in operating assets and liabilities below). Our prepaids and other receivables decreased by $39,824 which also contributed to a decrease in cash used in operations.

During the nine months ended October 31, 2011, we used net cash of $1,714,157 in operating activities. We used $2,353,652 to cover operating costs and increased prepaids and other receivables by $77,625. As part of our operating costs we recorded a non-cash employee stock based compensation expense of $559,516. We decreased accounts payable and accrued liabilities by $27,661 and $4,365, respectively. These uses of cash were offset by increases in accounts payable to related parties of $179,668 and accrued interest on our notes payable to related parties of $5,411.

Non-cash changes in operating assets and liabilities. On October 31, 2012, we received a credit memo from Fladgate Exploration Consulting Corporation forgiving $171,827 in debt owing to the company. There were no such transactions during the nine months ended October 31, 2011.

Net cash used in investing activities. During the nine months ended October 31, 2012, we spent $130,916 acquiring mineral claims and paying property taxes associated with our mineral claims.

During the nine months ended October 31, 2011, we spent $230,092 acquiring mineral claims and paying property taxes associated with our mineral claims. During the same period we used $19,820 to purchase a pick-up truck used in operations.

Since inception through October 31, 2012, we have invested $1,307,954 acquiring our mineral claims and $19,820 for acquisition of other capital assets.

Unproved mineral properties

We have three active properties which we have assembled since the beginning of 2007 — the Farellon, Perth, and Mateo. These properties consist of both mining and exploration claims and are grouped into two district areas – Carrizal Alto area properties and Vallenar area properties.

Active properties

Table 6: Active properties
Property	Percentage, type of claim	Hectares
Property	Percentage, type of claim	Gross area			Net area a
Carrizal Alto area
Farellon
Farellon 1 – 8 claim	100%, mensura		66
Farellon 3 claim	100%, pedimento		300
Cecil 1 – 49 claim	100%, mensura		230
Cecil 1 – 40 and Burghley 1 – 60 claims	100%, mensura in process		500
Teresita	100%, mensura		1
Azucar 6 – 25	100%, mensura		88
Stamford 61 – 101	100%, mensura		165
Kahuna 1 – 40	100%, mensura		200
			1,550			1,550
Perth
Perth 1 al 36 claim	100%, mensura		109
Lancelot I 1 al 30 claim	100%, mensura in process		300
Lancelot II 1 al 20 claim	100%, mensura in process		200
Rey Arturo 1 al 30 claim	100%, mensura in process		300
Merlin I 1 al 10 claim	100%, mensura in process		60
Merlin I 1 al 24 claim	100%, mensura in process		240
Galahad I 1 al 10 claim	100%, mensura in process		50
Galahad IA 1 al 46 claim	100%, mensura in process		230
Percival III 1 al 30 claim	100%, mensura in process		300
Tristan II 1 al 30 claim	100%, mensura in process		300
Tristan IIA 1 al 5 claim	100%, mensura in process		15
Camelot claim	100%, manifestacion		300
			2,404
Overlapped claims a			(121	)		2,283
Vallenar area
Mateo
Margarita claim	100%, mensura		56
Che 1 & 2 claims	100%, mensura		76
Irene & Irene II claims	100% ,mensura		60
Mateo 1, 2, 3, 9,10,12, 13, 14 claims	100%, mensura in process		2,100
Mateo 4 and 5 claims	100%, pedimento		600
			2,892
Overlapped claims a			(469	)		2,423

						6,256
a Some pedimentos and manifestacions overlap other claims. The net area is the total of the hectares we have in each property (i.e. net of our overlapped claims).

Our active properties as of the date of this filing are set out in Table 6. These properties are accessible by road from Vallenar as illustrated in Figure 1.

Figure 1: Location and access to active properties.

Farellon Property

Drilling. During June through September 2011 we conducted a combined RC/diamond drill program on the Farellon property. The program was designed to continue to expand on the results of the 2009 drill program, as well as to continue confirming historical results along the strike. During this program we completed 11 drillholes for a total of 2,233m. Significant results of assays are presented in the Table 7 below.

Table 7: Farellon drilling results (2011)

	Assay interval (m)						Assay grade
Drill Hole ID	From		To		Length		Copper %		Gold g/t
FAR-11-001		36		49		13		2.51		0.35
FAR-11-001		78		85		7		0.43		0.04
FAR-11-002	No Significant Intersections . Zone faulted off
FAR-11-003		150		155		5		0.40		0.28
FAR-11-003		177		182		5		0.44		0.15
FAR-11-004		141		145		4		0.73		0.01
FAR-11-005		124		133		9		0.84		0.26
FAR-11-006		80		112		32		1.35		0.99
FAR-11-007		56		74		18		0.50		0.40
FAR-11-008		98		102		4		0.85		0.26
FAR-11-009		202		211.55		9.55		0.95		0.42
FAR-11-010		179.13		183		3.87		0.50		0.39
FAR-11-011		54		56		2		0.97		0.48

Figure 2 below illustrates the Farellon geology and the 2006, 2009 and 2011 drillhole collar locations as well as surface traces of mineralized vein systems:

Figure 2: Farellon property geology

QA/QC, sampling procedures and analytical methods. Samples were taken at intervals between 0.5 and 2 metres. Sampling started at the collar of the hole and proceeded to the toe or bottom of the drill hole. Samples were taken at two metre intervals outside the previously identified main zone of interest. Through the main zone of interest samples were taken at one metre intervals. Generally, the sample recovery was good to excellent for the 2011 drilling program.

Table 7 above summarizes significant assay results. They are reported as drill lengths as we have not established the width of the mineralized zone.

Our quality assurance, quality control (QA/QC) protocol consists of the addition of standards, blanks and laboratory duplicates to the sample stream. We inserted these into the sample series using the same number sequence as the samples themselves. One of the QA/QC check samples is inserted every 25 samples and it alternates between standards, blanks and laboratory duplicates.

We commissioned Micon International Limited (“Micon”) to prepare an updated technical report that complies with Canadian National Instrument 43-101 summarizing the information obtained from the above drilling program. Micon concluded that our drilling program was successful in confirming and extending the mineralization both in the down dip direction and along strike.

Samples reviewed by Micon proved to be representative of the results encountered in the drilling program; our sampling procedures undertaken at the Farellon Property conformed to CIM Exploration Best Practices Guidelines to minimize any sampling bias.

Micon has reviewed the two-phased exploration program that we have proposed. The first phase of this program would consist of a 5,000m primarily infill drilling to flesh out the structural issues that have been noted in the previous two campaigns, as well as to test the primary mineralization at depth. We have estimated the budget for the first phase of the program to be approximately $922,000.

If the first phase continues to return positive results, a second phase consisting of a 15,000m drilling program would be conducted in order to test the extent of the mineralization down to a 400m depth and estimate an initial mineral resource. The budget for the second phase of the program is approximately $5.2 million.

Micon recommended that Red Metal conducts the exploration program as proposed, subject to funding and any other matters which may cause the proposed exploration program to be altered in the normal course of its business activities, or as a result of exploration activities themselves, and made the following additional recommendations:

To add a screened metallic assay protocol to our current QA/QC procedures as a secondary check if any high grade assays of gold and copper are encountered during future exploration programs or if there is a significant difference between the primary and secondary assays for both field duplicate and check samples.

Designate a secondary assay laboratory to re-assay a portion of between 5% and 10% of the samples assayed by our current laboratory. This additional assaying procedure would act as a check on the results produced by the current laboratory.

Survey the old surface workings and, where safe to do so, the underground workings. Additionally, sample these workings where it is deemed safe. This will add a further dimension to the database and will be very useful if a resource estimate is conducted on the Farellón Project.

Build a covered facility in which to store its samples in Vallenar in order to preserve them from the effects of weather.

2012 mapping program: In April of 2012 we started a detailed mapping, prospecting and rock sampling program over the Farellon Property. This program was designed to extend the known mineralized zone to the north and the south and to identify the best potential to expand on the known mineralized zone. As a result of the mapping program, new ground was acquired at public auction in August 2012 to cover the strike extent of the mineralized veins.

Perth Property

Termination of Perth property joint venture earn-in agreement

On March 14, 2011, we entered into an agreement on the Perth property with Revonergy Inc. Revonergy Inc. paid $35,000 on signing the agreement, which allowed Revonergy to earn a 35% interest in the Perth property if it spent a minimum of $1,450,000 on a three phase exploration program, as follows:

•

Successful completion of a Phase I exploration program costing at least $115,000 one year from signing

•

Successful completion of a Phase II exploration program costing at least $300,000 two years from signing

•

Successful completion of a Phase III exploration program costing at least $1,000,000 and that can justify completing a preliminary feasibility study three years from signing

Revonergy failed to complete Phase I of the exploration program within the term specified, therefore the agreement has terminated.

Mateo Property

During August through October 2011 we carried out an in-depth geological mapping and sampling program on the Mateo property. The Mateo property has very diverse mineralization styles through the property which includes mantos, veins, breccias and porphyries with significant gold and copper. A total of 138 reconnaissance samples were collected over the property. The highest assay values returned from reconnaissance samples were 21g/t Au and 10.3% Cu but more common values were between 1-3g/t Au and 1-3% Cu. Table 8 summarizes the significant assay results.

Table 8: significant intersections

Sample	Cu%	Au g/t
201272	7.37	1.12
202871	2.63	1.14
202852	7.11	1.18
202849	10.3	1.73
201220	4.29	2.07
201277	9.39	2.42
202850	2.58	2.46
202810	2.44	2.49
202882	2.57	3.08
202812	0.50	3.10
202815	0.62	3.57
202880	1.46	5.70
202826	5.30	6.85
201217	3.46	10.11
202813	0.69	21.72

The detailed mapping identified nine significant mineralized zones where further work is recommended.

Figure 3 below illustrates the local Mateo geology including a thematic map of 2011 reconnaissance sample locations and corresponding percent copper assay ranges.

Figure 3: Mateo property geology

2011 Ground Magnetic Survey

During September 2011 we engaged Quantec International Project Services Ltd. to complete a ground magnetic survey on the Mateo Property. The ground magnetic survey consisted of 70 survey lines with an E-W orientation, and two control lines with a N-S orientation. The survey lines were separated by 100m, and data was collected at 10m intervals on all lines. A total of 218.49km of magnetic data was collected. The survey outlined areas of high and low magnetic response. Areas of high magnetic response indicated the presence of elevated levels of magnetic minerals such as magnetite, pyrotite and hematite whereas areas of low magnetic response may be caused by alteration processes such as magnetite destruction or may simply indicate rock types that never had magnetic minerals.

This ground magnetic survey demarcated the northern and western extent with a large, high magnetic anomaly with a southwest to northeast orientation. This magnetic high may correlate with the Jilguero Intermediate Intrusive formation which is only partially exposed on the property and underlies the Jurassic Punta Del Cobre volcanics and mixed sedimentary sequence.

Two possible correlations with geology are drawn when looking at the magnetic geophysical response. Firstly, all artisanal mines, reconnaissance samples and documented surface mineralization are exposed on the Western edge of the magnetic high in an area where magnetic high-low gradients are greatest transitioning from high to low. Secondly, magnetic highs appear to persist away from the main magnetic high body in a NW direction. Although these persisting magnetic highs are only small stringers in appearance they possibly correlate to dominant NW trending faults on the property that are often mineralized. Visual correlations between magnetic high/low contrasts and geology seem strong enough to suggest further exploration including sampling and drilling along the steepest gradient of magnetic high/low dropoff.

Veta Negra Property

During June and July 2011 we carried out a preliminary exploration program on the Veta Negra property. As a result of the program we discovered a defined and continuous copper mineralized manto continuing on from the main manto previously known to exist. At the conclusion of this program three mantos were traced on surface, one manto, the East Manto, was traced for 1.9km on surface before becoming buried by surface rock, a second manto, the West Manto, was traced for a one kilometer strike length and a third manto, the Far West Manto, was traced for a 500 metre strike length.

After reviewing exploration results and considering the acquisition costs we decided to terminate this property writing off $81,233 in acquisition costs.

Capital resources

Our ability to acquire and explore our Chilean claims is subject to our ability to obtain the necessary funding. We expect to raise funds through loans from private or affiliated persons and sales of our debt or equity securities. We have no committed sources of capital. If we are unable to raise funds as and when we need them, we may be required to curtail, or even to cease, our operations.

Contingencies and commitments

During the nine months ended October 31, 2012, the Company received a penalty notice from the IRS for failure to file certain tax form within prescribed deadline. The Company believes that it filed the questioned form on time and submitted supporting documentation to the IRS appeal department. The penalty was assessed for $10,000 plus accrued interest of $146.

Contractual obligations and commitments

As of the date of the filing of this report we have the following long-term contractual obligations and commitments:

•

Farellon royalty. We are committed to paying the vendor a royalty equal to 1.5% on the net sales of minerals extracted from the Farellon claims up to a total of $600,000. The royalty payments are due monthly once exploitation begins and are subject to minimum payments of $1,000 per month. We have no obligation to pay the royalty if we do not commence exploitation.

•

Che royalty. We are committed to paying a royalty equal to 1% of the net sales of minerals extracted from the claims to a maximum of $100,000 to the former owner. The royalty payments are due monthly once exploitation begins, and are not subject to minimum payments.

Equity financing

To generate working capital, between January 31, 2010, and December 14, 2012, we issued 8,280,668 shares of our common stock and warrants for the purchase of 7,727,001 shares to raise $2,438,401 under Regulations S and D promulgated under the Securities Act of 1933.

Based on our operating plan, we anticipate incurring operating losses in the foreseeable future and will require additional equity capital to support our operations and develop our business plan. If we succeed in completing future equity financing, the issuance of additional shares will result in dilution to our existing shareholders.

Debt financing

On February 22, 2010, we borrowed US $50,000 and issued a demand promissory note payable to the lender for the principal sum together with interest at 6% per annum. On March 13, 2012, we repaid this note payable along with the interest accrued on it. See Related-party transactions below.

On March 2, 2011, we borrowed US $11,000 and issued a demand promissory note payable to the lender for the principal sum together with interest at 8% per annum. See Related-party transactions below.

On August 25, 2011, we borrowed US $30,000 and issued a demand promissory note payable to the lender for the principal sum together with interest at 8% per annum. See Related-party transactions below.

On September 19, 2011, we borrowed Cdn $62,389 (equivalent to US $63,121) and issued a demand promissory note payable to the lender for the principal sum together with interest at 8% per annum. See Related-party transactions below.

On October 25, 2011, we borrowed US $10,000 and issued a demand promissory note payable to the lender for the principal sum together with interest at 8% per annum. See Related-party transactions below.

On December 9, 2011, we borrowed Cdn $25,000 (equivalent to US $25,293) and issued a demand promissory note payable to the lender for the principal sum together with interest at 8% per annum. See Related-party transactions below.

On January 12, 2012, we borrowed Cdn $30,000 (equivalent to US $30,352) and issued a demand promissory note payable to the lender for the principal sum together with interest at 8% per annum. See Related-party transactions below.

On January 30, 2012, we borrowed US $8,500 and issued a demand promissory note payable to the lender for the principal sum together with interest at 8% per annum. See Related-party transactions below.

On March 7, 2012, we borrowed US $57,000 and issued a demand promissory note payable to the lender for the principal sum together with interest at 8% per annum. See Related-party transactions below.

On July 10, 2012, we borrowed Cdn $40,000 (equivalent to US $39,944) and issued a demand promissory note payable to the lender for the principal sum together with interest at 8% per annum. See Related-party transactions below.

On September 21, 2012, we borrowed US $12,000 and issued a demand promissory note payable to the lender for the principal sum together with interest at 8% per annum. See Related-party transactions below.

On October 29, 2012, we borrowed US $10,000 and issued a demand promissory note payable to the lender for the principal sum together with interest at 8% per annum. See Related-party transactions below.

Challenges and risks

We do not anticipate generating any revenue over the next twelve months. We plan to fund our operations through any combination of equity or debt financing from the sale of our securities, private loans, joint ventures or through the sale of part interest in our mineral properties. Although we have succeeded in raising funds as we have needed them, we cannot assure you that this will continue in the future. Many things, such as the continued general worldwide downturn of the economy or a significant decrease in the price of minerals, could affect the willingness of potential investors to invest in risky ventures such as ours. We may consider entering into a joint venture partnership with a more senior resource company to complete a mineral exploration program on other properties in Chile. If we enter into a joint venture arrangement, we would likely have to assign a percentage of our interest in our mineral claims to our joint venture partner in exchange for the funding.

Investments in and expenditures on mineral interests

Realization of our investments in mineral properties depends upon our maintaining legal ownership, producing from the properties or gainfully disposing of them.

Title to mineral claims involves risks inherent in the difficulties of determining the validity of claims as well as the potential for problems arising from the ambiguous conveyancing history characteristic of many mineral claims. Our contracts and deeds have been notarized, recorded in the registry of mines and published in the mining bulletin. We review the mining bulletin regularly to discover whether other parties have staked claims over our ground. To the best of our knowledge, we have taken the steps necessary to ensure that we have good title to our mineral claims.

Foreign exchange

We are subject to foreign exchange risk for transactions denominated in foreign currencies. Foreign currency risk arises from the fluctuation of foreign exchange rates and the degree of volatility of these rates relative to the United States dollar. We do not believe that we have any material risk due to foreign currency exchange.

Trends, events or uncertainties that may impact results of operations or liquidity

The economic crisis in the United States and the resulting economic uncertainty and market instability may make it harder for us to raise capital as and when we need it and have made it difficult for us to assess the impact of the crisis on our operations or liquidity and to determine if the prices we will receive on the sale of minerals will exceed the cost of mineral exploitation. If we are unable to raise cash, we may be required to cease our operations. Other than as discussed in this report, we know of no other trends, events or uncertainties that have or are reasonably likely to have a material impact on our short-term or long-term liquidity.

Off-balance sheet arrangements

We have no off-balance sheet arrangements and no non-consolidated, special-purpose entities.

Related-party transactions

Table 9 describes the amounts due to related parties that were incurred during the fiscal year ended January 31, 2012, and the period ended October 31, 2012.

Table 9: Due to related parties
	October 31, 2012		January 31, 2012
Due to Da Costa Management Corp.	$	266,936	$	190,608
Due to Fladgate Exploration Consulting Corporation		873,863		658,950
Due to Minera Farellon Limitada		84,779		51,957
Due to Kevin Mitchell		14,488		4,047
Total due to related parties	$	1,240,066	$	905,562

During the nine months ended October 31, 2012 and 2011, we incurred the following expenses with related parties:

•

$162,407 and $225,491, respectively, in consulting and other business expenses for services provided by Da Costa Management Corp., a company owned by our CFO and treasurer

•

$341,213 and $555,678, respectively, in administration, advertising and promotion, mineral exploration, travel and other business expenses for services provided by or paid on our behalf by Fladgate Exploration Consulting Corporation, a company controlled by two of our directors

•

$20,819 and $51,788, respectively, in administration, automobile, rental, and other business expenses for services provided by Minera Farellon Limitada, a company owned by Richard Jeffs, the father of our president

•

$39,166 and $37,242, respectively, in administration expenses, salary and other reimbursable expenses with Kevin Mitchell, an officer of our Chilean subsidiary

Notes payable to related parties

Table 10 describes the promissory notes payable to related parties including accrued interest as at October 31, 2012, and January 31, 2012.

Table 10: Notes payable to related parties

	October 31, 2012		January 31, 2012
Note payable to the company owned by Richard Jeffs a	$	–	$	56,164
Notes payable to Richard Jeffs b		116,433		53,115
Notes payable to Caitlin Jeffs c		121,984		55,129
Notes payable to Fladgate Exploration Consulting Corporation c		68,232		63,910
Notes payable to John da Costa d		9,026		8,502
Total notes payable to related parties	$	315,675	$	236,820

a The principle amount of the note payable was $50,000. It was payable on demand, unsecured and bore interest at 6% per annum compounded monthly. Interest of $6,553 had accrued as at March 13, 2012, when it was repaid in full.

b The principle amount of the notes payable is $108,000. They are payable on demand, unsecured and bear interest at 8% per annum compounded monthly. Interest of $8,433 had accrued as at October 31, 2012.

c The principle amounts of the notes payable to Caitlin Jeffs are $95,000 Cdn and $22,000 US, they are payable on demand, unsecured and bear interest at 8% per annum compounded monthly. Interest of $4,946 had accrued as at October 31, 2012. The principle amount of the note payable to Fladgate Exploration Consulting Corporation is $62,389 Cdn; it is payable on demand, unsecured and bears interest at 8% per annum compounded monthly. Interest of $5,818 had accrued as at October 31, 2012.

d The principle amount of the note payable to John da Costa is $8,500, it is payable on demand, unsecured and bears interest at 8% per annum compounded monthly. Interest of $526 had accrued as at October 31, 2012.

Critical Accounting Estimates

Preparing financial statements in conformity with U.S. Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect certain of 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 year. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The most significant estimates with regard to these financial statements relate to carrying values of unproven mineral properties, determination of fair values of stock-based transactions, and deferred income tax rates.

Reclassifications

Certain prior-period amounts in the accompanying consolidated financial statements have been reclassified to conform to the current period’s presentation. These reclassifications had no effect on the consolidated results of operations or financial position for any period presented.

Financial instruments

Our financial instruments include cash, accounts receivable, accounts payable, accrued liabilities, accrued professional fees and accrued mineral property costs. The fair value of these financial instruments approximates their carrying values due to their short maturities.

Recently Adopted Accounting Guidance

The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. We do not expect the adoption of these pronouncements to have a material impact on our financial position, results of operations or cash flows.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

As a smaller reporting company, we are not required to provide this disclosure.

Item 4. Controls and Procedures.

(a) Disclosure Controls and Procedures

Caitlin Jeffs, our chief executive officer and president, and John da Costa, our chief financial officer, have evaluated the effectiveness of our disclosure controls and procedures (as the term is defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934) as of the end of the period covered by this report (the “evaluation date”). Based on their evaluation, they have concluded that, as of the evaluation date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b) Changes in internal control over financial reporting

During the period covered by this report, there were no changes to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are not a party to any pending legal proceedings and, to the best of our knowledge, none of our properties or assets is the subject of any pending legal proceedings.

Item 1A. Risk Factors.

As a smaller reporting company we are not required to provide this information.

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

None

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None

Item 6. Exhibits.

The following table sets out the exhibits either filed herewith or incorporated by reference.

Exhibit	Description
3.1.1	Articles of Incorporation1
3.1.2	Certificate of Amendment to Articles of Incorporation2
3.2	By-laws1
31.1	Certification pursuant to Rule 13a-14(a) and 15d-14(a)3
31.2	Certification pursuant to Rule 13a-14(a) and 15d-14(a)3
32	Certification pursuant to Section 1350 of Title 18 of the United States Code3
101	The following financial statements from the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2012, formatted in XBRL: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statement of Stockholders’ Equity (iv) Consolidated Statements of Cash Flows; (v) Notes to the Consolidated Financial Statements.

1 Incorporated by reference from the registrant’s registration statement on Form SB-2 filed with the Securities and Exchange Commission on May 22, 2006 as file number 333-134-363.

2 Incorporated by reference from the registrant’s Quarterly report on Form 10-Q for the period ended October 31, 2010 and filed with the Securities and Exchange Commission on December 13, 2010.

3 Filed herewith

SIGNATURES

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

December 14, 2012

		RED METAL RESOURCES LTD.

		By:	/s/Caitlin Jeffs
			Caitlin Jeffs, Chief Executive Officer and President

		By:	/s/ John da Costa
			John da Costa, Chief Financial Officer