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DIOS EXPLORATION INC.

MANAGEMENT REPORT

FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2014

This Management Discussion and Analysis dated May 27, 2014 provides an analysis of operations and financial position of Dios Exploration Inc. (the “Company” or “Dios”) for the three-month period ended March 31, 2014. This discussion and analysis of the financial position and results of operation should be read in conjunction with the Company’s unaudited interim financial statements dated March 31, 2014 and the audited financial statements for the year ended December 31, 2013 and December 31, 2012. Our report contains «forward-looking statements» not based on historical facts. Forward-looking statements express, as of the date of this report, our estimates, forecasts, projections, expectations and opinions as to future events or results. Forward-looking statements herein expressed are reasonable, but involve a number of risks and uncertainties, and there can be no assurance that such statements will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements. Factors that could cause results or events to differ materially from current expectations expressed or implied by the forward-looking statements include, but are not limited to, fluctuations in the market price of precious metals, mining industry risks, uncertainty as to calculation of mineral reserves and requirements of additional financing and the capacity of the Company to obtain financing.

ABOUT DIOS

Dios focuses on gold exploration in Quebec in association with deep major geological structures. Glacial sediment sampling defines indicator heavy mineral dispersal trains. Dios discovered significant gold dispersal trains leading up-ice to gold-bearing glacial floats and outcropping high potential intrusive granitic rocks and metric size proximal glacial boulders made of auriferous sedimentary rocks. Systematic diamond exploration based on detailed till sampling led to the discovery of several gold glacial till and boulder dispersal trains and occurrences on Opinaca and Otish area wholly-owned diamond projects, James Bay, QC. Dios’ gold properties are hosted within a low metamorphic geological sub-province just south of the Opinaca metasedimentary basin. Eleonore major gold deposit is located near that contact. Dios’ shares are traded on the TSX Venture Exchange under DOS symbol and 40,070,961 shares were issued as of March 31, 2014. Additional information may be available through the www.sedar.com web site, under the Company’s section “Sedar filing” or at www.Diosexplo.com.

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Dios generates projects from scientific conceptual design to field discovery and develops them either alone or through farming out agreements, with shareholders’ benefit in mind, evaluating from the start feasible economics in relation to access and facilities. Looking for new mineral exploration developments, Dios’ strength relies on defining new highly prospective glacial till and boulder dispersal trains, focusing on systematic glacial sediment sampling and exploration over poorly explored regions.

Glaciers occupied a large area some 18,000 to 5,000 years BC, including the Laurentian Inlandsis over the Québec and Ontario provinces. This geological event considerably shaped the Quebec geomorphology, eroding rock basement through glacial dome displacement, causing sedimentation.

Dios collects regional fluvio-glacial sediment samples from eskers or remobilized beach sands. Samples are screened and different fractions separated. Heavier fractions are isolated and their different minerals identified under binocular. Tighter spacing follow-up sampling is completed up-ice of detected anomalies, collecting shorter transport glacial material. Glacial float prospecting and outcrop mapping up-ice of anomalies lead to gold showings.

Dios discovered several gold-bearing outcrop showings on AU33West (HÉBERTO), 33CARATS (BOHIER), and Le Caron following well-structured gold-in-till and mineralized boulder glacial dispersal trains.

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SUMMARY OF ACTIVITIES DURING THE QUARTER

• Exploration expenses totalling $49,417 mainly on 33 CARATS and AU33WEST (HEBERTO) property ($207,240 in 2013). See “Summary of exploration activities”.

• AU33 West – HÉBERTO TARGET (intrusion-related gold type deposit potential) :

Tonalite-granodiorite intrusive complex hosting several gold porphyry-type showings in a 5 by 2 kilometer area up-ice of a significant gold glacial dispersal train. Advanced data compilation and geoscientific studies completed by Dios during the quarter indicate as follows :

o Major gold system in association with a cluster of intrusive plugs and north-south

faults, possibly a buried intrusive related-gold. o Gold and sulphide occurrences, alteration enveloppes, ground potassium-spectrometry

are coincidental along intrusive margins and structures.

o Gold mineralization probably remobilized within structures in association with

intruding deep intrusions.

o Geophysical tests helped define the continuity of selected showings under vegetal cover, including HÉBERTO, to better select drill targets.

o Stripping and diamond saw channel sampling up to some 5 gold grams per tonne (“g/t gold”) over 5.25 m

o HÉBERTO is located within a kind of sheared silicified tonalite, and is open over several hundred meters in strike

o Road-accessible from Chibougamau, about 8 kilometers WSW of Eastmain1 facilities.

• 33 Carats property – BOHIER TONALITE TARGET (IRG or porphyry gold potential): Felsic intrusive (3.5 by 1.5 km low magnetic anomaly within BOHIER TONALITE) hosting several gold-silver-copper-bismuth porphyry showings up-ice of a gold glacial dispersal train. Typical mineralization in tonalite consists in disseminated pyrite-chalcopyrite (and/or stringers), in association with 1-5% biotite-magnetite and/or quartz stringers. o Geological report and interpretation completed during the quarter for nine drill holes

(totalling 1,332 meters) that tested some gold targets (if access possible on solid ground from new Otish road) such as weak to intense magnetic lineaments within low magnetic anomaly. Best intercept was 1.14 g/t gold, 2 g/t silver (“Ag”) & 0,12% copper “Cu” over 3 m in hole 01. Wide potassic alteration zones (biotite-potassic feldspar) and propylitic (epidote-carbonates) were noted in holes 01 and 03. Hole 07 (111 m long) directly drilled under Shower Cap gold shows 3 intercepts grading more than 1 g/t gold, that is: 1.3 g/t gold over 1 m (100-101 m), 1.09 g/t gold, 1.2 g/t Ag and 0.13% Cu over 1.5 m (25.25-26.75 m) and 1.38 g/t gold, 1.7 g/t Ag and 0.15% Cu over 0.5 m (19-19.50 m). Auriferous intercepts are all associated with zones of biotitized-silicified-sulfurized (cpy-py) tonalite intruded by feldspar-porphyritic intermediate dikes.

o Several poorly outcropping geophysical and pedogeochemical targets remain untested. o Some 40 km south of Renard diamond deposit and 6 km northwest of the former Eastmain

gold mine; road access from Chibougamau.

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RESULTS OF OPERATION

Summary of exploration activities

During first quarter of year 2014, the Company incurred $49,417 in exploration expenses compared to $207,240 by Dios for the first quarter in 2013 and $77,226 by Osisko Mining Corporation. The Company also paid $28,345 for mining rights (claim renewal and acquisitions) ($40,870 for the same period in 2013).

Exploration Expenses Analysis

$ $ $ $

Geology 25 516 13 000 7 666 46 182

Office and other 2 000 1 235 - 3 235

27 516 14 235 7 666 49 417

Geological information presented herein was summarized by Marie-José Girard M.Sc., Geo, qualified person pursuant to National Instrument 43-101.

AU33 WESTGOLD PROJECT (HEBERTO target) Lower Eastmain River, James Bay, Québec

On the AU33West project located near the Eastmain-1 hydropower facilities, several outcropping gold showings were first discovered in 2011, up to 23 gold grams per tonne (“g/t gold”) and some five new gold showings, assaying between 1.77 and 17.3 g/t gold in grab samples, were uncovered during the 2012 summer-fall prospecting program, including HEBERTO (11.85 g/t gold), targeting an extensive felsic magmatic complex (tonalite-granodiorite) for large tonnage-low grade disseminated gold. Gold-bearing outcrops were found up-ice of glacial dispersal trains using historical Dios’ till and glacial boulder data. Dios had discovered metric size angular (proximal) gold-bearing tonalite boulders in 2010. During Fall 2012, ten trenches were dug over the large property to test soil geochemical anomalies or to extend known showings. Best results were obtained from the HEBERTO showing, a first priority target returning approximately 5 g/t gold over some 5.25 m and around 1.12 g/t gold over some 4.5 m in a kind of sheared silicified tonalite (type of granite). Grab sampling first returned 11.85 g/t gold in this silicified sericitized tonalite. This showing is associated with a weak induced polarization conductor over a 1.4 km strike and remains open in all directions. Next step would be large stripping and drilling, as recommended by geologists of Osisko Mining Corporation (2011-2013 exploration program funding). Future work will test a dome-like magnetic structure near the interesting induced polarization anomaly; data will be detailed studied and checked in the field, as well as good drilling targets near the HEBERTO showing.

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Several anomalous results of 0.5 to 1.1 g/t gold over 0.75 to 2.25 m were also returned in other trenches in granitic rocks over the large AU33West property. Half of planned trenches and stripping has not yet been completed. Field work will target the fold nose area and some diorite granite geological contact, as well as a breccia zone target in contact with a diorite. Known gold showings discovered to date do not explain in all its length the gold glacial dispersal train with several values greater than 1 g/t gold in till, one of the most significant gold glacial dispersal train in the Opinaca region. Exploration programs since 2011, up to 1.4-1.5M$, consisted in mapping and prospecting surveys, soil geochemical surveys (humus – B horizon) mainly in the central area of the large property. Several gold soil anomalies are coincident with the induced polarization conductor along the margin of a sub-circular magnetic anomaly, itself included within a larger low magnetic. In 2014, Dios reprocessed the available AU33West geological data. Mineral maps were produced by Dios and used to define auriferous fluid geochemical characteristics in association with large hydrothermal pathways within the project. They show good correlation between gold and the presence of pyrite, of chalcopyrite and/or magnetite-hematite (oxidized system) located at the margins of several intrusions. The intrusions are interpreted from total field & vertical gradient magnetics and geological mapping.

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Moreover, these mineralizations are located within large halos consisting of potassic-feldspar, silica, epidote, magnetite-biotite and hematite alterations. The juxtaposition of structural measurements and magnetic data strongly suggests the presence of buried intrusive domes within the mineralized and altered area which is mainly developped along a north-south structural vector in the plutonic domain. The concentration of sulfidic mineralization along the margins of distinctive magnetic intrusions is also coincidental with higher potassium content (ground spectrometry). A structurally-controled oxidized IRG model is therefore proposed for the AU33West project and its associated mineralizations.

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33CARATS GOLD PROJECT (BOHIER TONALITE target) Upper Eastmain River, James bay, Quebec

Helicopter-borne prospecting, geological mapping and soil sampling completed over the last two years by Dios delineated a highly prospective area for gold within a felsic intrusive, located at the head of a gold-in-till dispersal train on wholly-owned its 33 CARATS project. The 33 CARATS claims are located along road 167 north of the town of Chibougamau, Quebec, some 40 km south of the Renard diamond deposit and 6 km northwest of the Eastmain Mine gold deposit (1.0 million tons grading 15.3 g/t gold, 15.1 g/t silver (“Ag”) and 0.27% copper (“Cu”). Dios’ BOHIER TONALITE hosts numerous porphyry-type gold-silver-copper-bismuth showings associated with a magnetic low. The head of the gold glacial train points to the low magnetic anomaly within the BOHIER TONALITE (a 3.5 by 1.5 km area). First gold-bearing tonalite outcrops were discovered in summer 2012. The property is cut by the Eastmain River and hosts numerous shallow lakes. It is poorly outcropping, with large areas covered by swamps, muskegs and creeks. Typical mineralization within tonalite consists of disseminated/stringer pyrite-chalcopyrite associated with 1-5% biotite-magnetite and/or quartz stringers/veinlets.

With fall 2013 first road access, a first drilling program was undertaken to locate the source of some mineralized boulder trains and drill-test some surface showings within the BOHIER TONALITE on dry road accessible ground. A total of nine exploratory diamond drill holes totalling 1332 m were completed on the BOHIER TONALITE. The drilling program specifically targeted weak to high magnetic lineaments within the magnetic low. Drilling was divided into two parts, with a two kilometer area between the two remaining untested due to lack of access, focusing first on the northern part of the low magnetic anomaly within the BOHIER TONALITE, where 10 metric intervals greater than 0.100 g/t gold were intersected in three different holes: 13-01, 03 & 04. The best cut returned 1.14 g/t gold, 2 g/t Ag & 0.12% Cu over 3 m (210.35-204.35 m) in hole 13-01. Wide potassic (biotite- potassic feldspars) and propylitic (epidote-calcite) alteration zones were intersected in holes 13-01 & 03. The second part of the drill program targeted the Shower Cap area some two kilometers to the south, located at the southern limit of the low magnetic anomaly. Hole 13-07 was drilled directly underneath the Shower Cap showing to a total depth of 111 m and returned 3 intervals greater than 1 g/t gold: 1.38 g/t gold, 1.7 g/t Ag & 0.15% Cu over 0.5 m (19-19.50 m), 1.09 g/t gold, 1.2 g/t Ag & 0.13% Cu over 1.5 m (25.25-26.75 m) and 1.3 g/t gold over 1 m (100-101 m).

Best results from the drill program are as follows:

• 1.14 g/t gold; 2.0 g/t Ag; 0.124% Cu; 25 g/t bismuth (“Bi”)/ 3 meters (hole 13-01 : 201,35-204,35 m); • 0.322 g/t gold /7.75 m (hole 13-07 : 19-26,75 m) including 1.375 g/t gold, 1.7 g/t Ag,

0.15% Cu/0.50 m (19,00-19,50 m), 1.085 g/t gold; 0.87 g/t Ag; 0.09% Cu/1.50 m (25,25-26,75 m) and 1.295 g/t gold /1 meter (100-101m).

• 0.184 g/t gold /11 meters (hole 13-04 : 91,50-102,50 m) including 0.97 g/t gold/ 1 meter (91,50-92,50 m) and 0.868 g/t gold / 1 meter (101,50-102,50 m).

They are all associated with biotitized-silicified-sulfurized (cpy-py) tonalitic zones adjacent to feldspar-phyric intermediate dikes.

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Extensive porphyry-type alteration zones were observed within the tonalite. Biotitization (potassic alteration) is particularly well-developed and appears to be coincidental with a 2000 x 250 meter moderate magnetic (vertical gradient) lineament within the non to weakly magnetic tonalite (3500 x 1500-2000 m). The magnetic biotite-alteration consists of 10-30% disseminated (mm-cm) and/or fractured-filling. Potassic-feldspar alteration, hematitization-epidotization, and +/-carbonation (propylitic alteration) zones are also present in the northern portion of the weakly magnetic tonalite.

The BOHIER TONALITE hosts numerous showings associated with porphyry-type mineralization in outcrops (up to 4.93 g/t gold, 6.8 g/t Ag & 0.477% Cu) and in metric boulders (up to 7.76 g/t gold, 15.7 g/t Ag, 2% Cu and 74 g/t Bi). A two km long area within the heart of the magnetic low could not be drill tested this fall. During the campaign, further prospecting & geological mapping was conducted near drill sites.

Some 100 m west of Shower Cap, a metric size tonalite boulder returned this year 7.63 g/t gold, 16.5 g/t Ag, 0.64% Cu & 72 g/t Bi. Some 500 m west of Shower Cap, another similar mineralized boulder returned 6.11 g/t gold, 3.7 g/t Ag, 0.35% Cu in 2012. Mineralization comprises disseminated traces-1% PY-CPY-MC associated with 2% (mm up to 4 cm wide) quartz veins, hosted within a moderately silicified non-magnetic tonalite. The presence of these boulders indicates that a 500 x 500 m area located north of Shower Cap between drill holes 13-07 & 13-08 remains highly prospective. The whole area is non-outcropping and covered with swamps.

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About 100 m south of drill holes 13-01 & 02, a metric size boulder returned this year 5.62 g/t gold, 7.3g/t Ag, 1.48% Cu, 4g/t Bi & 94 ppm Mo within a silicified tonalite. The source of this boulder is under a swampy area that was not tested during the 2013 drilling campaign because due to field conditions. Another metric size boulder located approximately 350 m south graded 7.33 g/t gold, 14.5 g/t Ag, 0.63% Cu & 74 g/t Bi. Mineralization consisting of 5-15% PY-PO and tr-1% CPY-MC occurs within a sheared, strongly biotitized and magnetic zone located at the contact with a fine to medium grained feldspar phyric intermediate intrusive (dike?). The source of this boulder remains unknown. From 37 new rock samples, best results follow:

2013 Prospecting Assay Results greater than 100 ppb Au on BOHIER TONALITE

Rock type Gold (ppm)

Ag (ppm) Cu (%) Bi (ppm)

Boulder Tonalite 7,63 16,5 0,76 19 Boulder Tonalite 5,62 7,3 1,48 4 Boulder Tonalite 1,68 10,5 0,73 7 Outcrop Tonalite 1,10 0,3 0,01 5 Outcrop Tonalite 0,70 0 0,00 6 Outcrop Tonalite 0,61 0,6 0,11 2 Outcrop Tonalite 0,54 0,6 0,11 5 Outcrop Tonalite 0,54 0,4 0,11 0 Outcrop Tonalite 0,47 0,9 0,19 2 Outcrop Tonalite 0,32 0,2 0,03 2 Outcrop Granodiorite 0,25 0,2 0,04 0 Outcrop Tonalite 0,22 1,4 0,02 0

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2011-2012-Assays greater than 0,40 grams gold per tonne

Au g/t Ag g/t Cu % Bismuth g/t

7,76 17,8 1,495 14 7,33 14,5 0,625 74

6,11 3,7 0,349 7

4,93 2,5 0,171 9 3,18 9,5 0,16 13 3,09 20 1,975 25

3,04 5,6 0,236 25 2,21 <0,2 0,02 14 2,06 7,3 0,255 7

1,97 1,8 <0.01 3

1,965 1,6 0,166 <2

1,84 4,1 0,57 10 1,695 40,4 2,07 23

1,53 2,3 0,482 2 1,5 15,7 1,70 25

1,325 2 0,08 6 1,32 18 1,22 19 1,25 6,8 0,477 8 1,04 24,4 0,983 10

0,937 <0.2 0,177 12 0,78 2,9 0,26 43

0,692 1,1 0,351 <2 0,652 11,2 0,841 5

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0,561 2 0,091 5

0,488 2,3 0,1435 19 0,475 11,3 0,651 10 0,469 1,8 0,224 2 0,467 6,5 0,491 25 0,463 0,8 0,048 <2 0,439 <0.2 0.0116 <2 0,421 1,8 0,0125 3 0,42 8,6 0,64 9

Future drilling top priority-targets include:

• Eastern contact between tonalite and granodiorite marked by a N-S moderate magnetic lineament (gradient) located up-ice of mineralized (5.62; 6.59 and 7.33 g/t gold) tonalite glacial boulders; some weak humus gold anomalies (98,5 percentils) are present.

• Intersection of dioritic breccia (only observed as abundant metric glacial boulders) with E-W magnetic lineament;

• Up-ice area of JD glacial float train (grading up to 3.18 g/t gold) intersecting the same E-W magnetic lineament associated with diorite breccia;

• Western N-S oriented contact between the main magnetic and non-magnetic tonalite; numerous humus copper anomalies (98,5 percentil) are coincidental with the contact; including 131 000 ppb Cu.

• Possible extent of the northern biotite-alteration zone and its intersection with the magnetic tonalite (top priority target, coincident with spectrometric potassic anomaly).

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Future work includes completing a grid and geophysical induced-polarization survey on the northern portion of the weakly magnetic tonalite where holes 1 to 6 intersected more intense alterations associated with disseminated sulphides (pyrite-chalcopyrite) and magnetite. Coincidental i.p. (induced polarization) conductors with magnetic lineaments will define priority drill targets. The E-W magnetic lineament associated with dioritic breccia and mineralized tonalitic floats also warrant being test-drilled. Whole rock analysis and geological studies completed this winter indicate the BOHIER TONALITE belongs to the high silica leucotonalite suite (calk-alkaline) associated with a deformation zone, alteration and mineralization. Major and trace elements suggest geochemistry and geology (apart from thorium) similar to that of the Mooshla pluton in Abitibi (which is spatially associated with five gold deposits).

The length and significant values of the gold glacial train leading to the auriferous BOHIER

TONALITE are comparable to the AU33 West gold glacial dispersal train and another James Bay major gold train, as is suggested from internal and proprietary data from Dios. The geological team at Dios is of the opinion that the source of such a major long gold dispersal train with many values above 2 g/t gold and above 1 g/t gold in till (heavy mineral concentrates) suggests a very significant gold source.

Drilling Assessment reports were completed during the period for 33CARATS and SHIPSHAW.

Summary of planned exploration programs for 2014

PROJECTS PLANNED WORK BUDGET ($) FOLLOW-UP WORK

33 CARATS IP survey, line cutting (7 km grid) and drilling

50,000 300,000

Drilling

AU33 West Drilling 300,000 Stripping, trenching & Drilling SHADOW Prospecting and mapping 100,000 Geophysics (I.P) & Drilling LECARON-CLARKIE Prospecting and mapping 502,000 Soils and Geophysics (I.P.) SOLO-K2 Prospecting and mapping 100,000 Prospecting, Geophysicsm Drilling TOTAL 900,000

This budget is subject to additional fund raising in 2014.

SUMMARY OF FINANCIAL ACTIVITIES

Net loss for the quarter is $6,838 (net loss of $118,275 for the first quarter 2013) whereas administrative expenses for the quarter totalled $51,895 ($113,966 for the first quarter 2013).

Analysis of administrative expenses

Description Quarter ended March 31

2014 2013 $ $ Salaries and employee benefits expense 11 348 69 683

Professional fees 26 600 26 000

Registration fees and shareholders information 7 022 6 624

Office 1 946 5 411

Insurances, taxes and permits 2 044 3 964

Publicity and public relations 2 586 2 655

Banking fees and interests 349 (371)

51 895 113 966

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During the three-month period March 31, 2014, one notes mainly: Administrative expenses

• Salaries and employee benefits expenses: decrease in stock-based compensation in 2013 ($54,658) and no stock-based compensation in 2014;

• Compensation cut program in 2014 • Office and Publicity and public relation: spending cut program in 2013 & 2014;

Net loss

• Decrease in the net loss caused by non cash items o Positive change in fair value of listed share investments; o Deferred income taxes: reversal of other liabilities attributable to issuance of flow-through

shares in 2013. SUMMARY OF QUARTERLY RESULTS

2014 2013

2012

($ 000 except loss/share) Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2

Income 2 1 1 4 6 6 6 Net earnings (Net loss) (7 ) (26) (45) (86) (118) (40) (123) (133) Net earnings (net loss) per share(basic and diluted)

(0.001)

(0.002)

(0.001)

(0.002)

(0.003)

(0.002)

(0.003)

(0.003)

Variations in quarterly loss can be explained by the following: 2014-Q1 Major compensation cut program in 2014 and no stock-based compensation 2013-Q4 Decrease in stock-based compensation 2013-Q3 Decrease in banking interests and stock-based compensation. 2013-Q2 Decrease in banking interests and stock-based compensation. Spending cut program in 2013

(Office and Publicity and public relation) 2013-Q1 Increase of stock-based compensation. 2012-Q4 Exploration and evaluation asset write-off of $24,368. 2012-Q3 Decrease of stock-based compensation expenses. 2012-Q2 Refundable credit on mining duties for losses of $98,290 and payment on option of $75,000

received during the quarter with respect to AU33 WEST property. CASH FLOW SITUATION The working capital decreased by $84,600 as at March 31, 2014 going from $632,613 as at December 31, 2013 to $548,013 as at March 31, 2014. The decrease is mainly due to exploration costs, mining right payments and the administrative expenses incurred during the period. Cash and term deposits (free cash flow) totaled $227,755 as at March 31, 2014 compared to $316,474 as at December 31, 2013.

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The Company is considered to be in the exploration stage, thus is dependent on obtaining regular financing to continue exploration. Despite previous successes in acquiring sufficient financing, there is no guarantee of obtaining any future financings. The Company considers the cash on hand sufficient for known obligations. As at March 31, 2014, the Company did not have any debts or any financial commitments in upcoming quarters.

SHARE CAPITAL AND OPTIONS

As at May 27, 2014 :

• 40,070,961 Common Shares were issued. • 3,550,000 options were granted and a total of 3,400,750 can be exercised at prices ranging between

$0.15 to $0.34 between 2015 and 2017. Each option can be exchanged by its holder thereof for one Common Share of the Company.

Share capital

Variations in share capital as at May 27, 2014 are the following:

Description

Number of

shares

Amount

$

As at December 31, 2013 and May 27, 2014 40,070,961 17,775,898

Options

Variations in outstanding options as at May 27, 2014 are the following:

Number Weighted average

exercise price ($)

As at December 31, 2013 and March 31, 2014 4,220,000 0.23

Expired on May 19, 2014 670,000 0.15

As at May 27, 2014 3,550,000 0.25 Options granted and exercisable as at May 27, 2014:

Expiry date Number of options Exercisable Exercise price ($)

March 22, 2015 670,000 670,000 0.34 April 25, 2016 920,000 920,000 0.30 February 28, 2017 965,000 965,000 0.235 December 12, 2017 995,000 845,750 0.15 3,550,000 3,400,750 0.25 There was no employee remuneration expense (all of which related to equity-settled share-based payment transactions) included in profit or loss for the three-month period ended March 31, 2014 ($54,223 for the three-month period ended March 31, 2013) and credited to Contributed surplus.

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SUSTAINABLE DEVELOPMENT PRINCIPLES FOR DIOS EXPLORATION

The Prospectors and Developers Association of Canada (PDAC) established a framework for responsible exploration called E3 Plus. The E3 Plus serves as a framework for exploration companies to continue their activities while improving their environmental, social and health and safety performance as well integrating these three aspects in all their exploration work. Dios adoptedthe eight principles of E3 Plus and asks its consultants and suppliers to also respect them. Here are the main principles that apply to the Company: · Apply ethical business practices:

Dios continues to abide by management procedures that promote honesty, integrity, transparency and accountability

· Engage host communities and other affected and interested parties:

During exploration activities, Dios makes sure to interact with local and native communities, notably trappers, organizations, groups and individuals on the basis of respect, inclusion and meaningful participation.

· Protect the environment:

Dios conducts its exploration activities in ways that create minimal disturbance to the environment and applies, in all of its operations, the principles of sustainable development.

Moreover, on May 21, 2014, the Company’s Board of Directors signed a resolution with the following commitments about sustainable development governance: · Concerning governance and responsible management, the Company must ensure:

That employees, of all levels, understand their social and environmental responsibilities, and that they work towards improving their workplace environmental.

To plan, evaluate and manage all its projects with rigor in order to minimize the negative effects on the environment and local communities.

· Maintaining an open dialogue is key to responsible management of projects on lands used by others. The Company must ensure:

To develop a proactive, open and transparent communication with local authorities (including Native communities), municipal authorities, as well as governmental organizations.

To develop a proactive communication with other parties involved from the region.

· Concerning health and safety, the Company must ensure:

To diligently apply the regulations, in terms of health and safety in all of its exploration activities. · Concerning the environment, the Company must ensure:

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To apply with diligence the environmental regulations in of its exploration activities. · Concerning socio-economic implication, the Company must ensure:

Whenever possible, to generate benefits on a local level and to contribute to the local development by constructively partnering with native and non-native communities in order to respectively consider the interests of all parties involved.

ACCOUNTING POLICIES

These interim financial statements of the Company were prepared in accordance with IFRS, as issued by the International Accounting Standards Board (IASB) under International Accounting Standard (IAS) 34 - Interim Financial Reporting. These interim financial statements were prepared using the same basis of presentation, accounting policies and methods of computations outlined in Note 4, SIGNIFICANT ACCOUNTING POLICIES as described in our financial statements for the year ended December 31, 2013. The interim financial statements do not include all of the notes required in annual financial statements.

CRITICAL ACCOUNTING ESTIMATES, JUDGMENTS AND ASSUMPTIONS When preparing the financial statements, management undertakes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results are likely to differ from the judgments, estimates and assumptions made by management, and will seldom equal the estimated results. Information about the significant judgments, estimates and assumptions that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses are discussed below. Estimation uncertainty (a) Impairment of exploration and evaluation assets When an indication of impairment loss or a reversal of an impairment loss exists, the recoverable amount of the individual asset must be estimated. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash-generating unit to which the asset belongs must be determined. No impairment loss of the exploration and evaluation assets was recognized during the period. No reversal of impairment losses has been recognized for the reporting periods. (b) Share-based payments The estimation of share-based payment costs requires the selection of an appropriate valuation model and consideration as to the inputs necessary for the valuation model chosen. The Company has made estimates as to the volatility of its own share, the probable life of share options and warrants granted and the time of exercise of those share options and warrants. The model used by the Company is the Black-Scholes valuation model.

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Significant management judgement (a) Impairment of exploration and evaluation assets Determining if there are any facts and circumstances indicating impairment loss or reversal of impairment losses is a subjective process involving judgment and a number of estimates and interpretations in many cases. Determining whether to test for impairment of exploration and evaluation assets requires management's judgment, among others, regarding the following: the period for which the Company has the right to explore in the specific area has expired or will expire in the near future, and is not expected to be renewed; substantive expenditure on further exploration and evaluation of mineral resources in a specific area is neither budgeted nor planned; exploration for and evaluation of mineral resources in a specific area have not led to the discovery of commercially viable quantities of mineral resources and the Company has decided to discontinue such activities in the specific area; or sufficient data exists to indicate that, although a development in a specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale. (b) Recognition of deferred income tax assets and measurement of income tax expense Management continually evaluates the likelihood that its deferred tax assets could be realized. This requires management to assess whether it is probable that sufficient taxable income will exit in the future to utilize these losses within the carry-forward period. By its nature, this assessment requires significant judgment. To date, management has not recognized any deferred tax assets in excess of existing taxable temporary differences expected to reverse within the carry-forward period. Off-balance sheet arrangements

During the period, the Company did not set up any off-balance sheet arrangements.

RISK AND UNCERTAINTIES

Risks inherent in the nature of mineral exploration and development

Mineral exploration and development involve several risks which experience, knowledge and careful evaluation may not be sufficient to overcome. Large capital expenditures are required in advance of anticipated revenues from operations. Many exploration programs do not result in the discovery of mineralization; moreover, mineralization discovered may not be of sufficient quantity or quality to be profitably mined. Unusual or unexpected formations, formation pressures, fires, power outages, labor disruptions, flooding, explosions, tailings impoundment failures, cave-ins, landslides and the inability to obtain adequate machinery, equipment or labor are some of the risks involved in the conduct of exploration programs and the operation of mines. The commercial viability of exploiting any precious metal deposit is dependent on a number of factors including infrastructure and governmental regulations, in particular those respecting the environment, price, taxes, and royalties. No assurance can be given that minerals of sufficient quantity, quality, size and grade will be discovered on any of the Company's properties to justify commercial operation. Numerous external factors influence and may have significant impacts on the operations of the Company and its financing needs.

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Financial risks The Company is an exploration company. The Company will periodically have to raise additional funds to continue operations, and while it has been successful in doing so in the past, there can be no assurance it will be able to do so in the future. Tax No assurance can be made that Canada Revenue Agency or Quebec Minister of Revenue will agree with Company’s characterization of expenditures as Canadian exploration expenses or Canadian development expenses. Dependence on key personnel

The development of the Company’s business is and will continue to be dependent on its ability to attract and retain highly qualified management and mining personnel. The Company faces competition for personnel from other employers. Conflicts of interest Certain directors of the Company are also directors, officers or shareholders of other companies that are similarly engaged in the business of acquiring, developing and exploiting natural resource properties. Such associations may give rise to conflicts of interest from time to time. The directors of the Company are required by law to act honestly and in good faith of view to the best interests of the Company and to disclose any interest, which they may have on any project or opportunity of the Company. If a conflict arises at a meeting of the board of directors, any director in a conflict will disclose his interest and abstain from voting on such matter. Environmental risks The Company is subject to various environmental incidents that can occur during exploration work. The Company maintains an environmental management system including operational plans and practices. MANAGEMENT’S RESPONSABILITY FOR FINANCIAL INFORMATION

The Company's financial statements are the responsibility of the Company's management, and have been approved by the board of directors. The financial statements were prepared by the Company’s management in accordance with IFRS. The financial statements include certain amounts based on the use of estimated and assumptions. Management has established these amounts in a reasonable manner, in order to ensure that the financial statements are presented fairly in all material respects. (Signed) Marie-José Girard, M.Sc. Geo President (Signed) René Lacroix CPA, CA Chief Financial Officer Montreal, May 27, 2014