HUNT MINING CORP (Form: F-1/A, Received: 03/31/2014 06:01:46)

As filed with the Securities and Exchange Commission on March 28, 2014

Registration No. 333-182072

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM F-1/A-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

(Amendment No. 3)

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Hunt Mining Corp.

(Exact name of registrant as specified in its charter)

Alberta		1041
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)

23800 East Appleway Ave.

Liberty Lake, WA 99019

(509)-290-5659

(Address of principal executive offices, including zip code, and telephone number, including area code)

Tim Hunt, Executive Chairman/ President/CEO and Director of the Corporation

Hunt Mining Corp.

23800 East Appleway Ave.

Liberty Lake WA 99019

(509) 290-5659

(Name, address, including zip code, and telephone number, including area code, of agent of service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

[ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

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CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum aggregate offering price (1)	Amount of registration fee
Common Stock, with no par value, to be offered for resale by selling stockholder	50,000,000 (2)	$5,000,000	$573
TOTAL		$5,000,000	$573 (3)

(1)

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o). In accordance with Rule 457(g), the registration fee has been calculated upon the basis of the average of the high and low prices reported for the Registrant’s common stock on the TSX Venture Exchange on June 7, 2012, converted into U.S. dollars using the daily noon rate published by the Bank of Canada for the exchange of one Canadian dollar into United States dollars on June 7, 2012 (CAD$1.00:US$0.9762), and rounded to the nearest cent. On June 7, 2012, the high and low prices reported for the Registrant’s common stock on the TSX Venture Exchange were, respectively, CAD$0.11 and CAD$0.10, for an average of CAD$0.105 or US$0.1025.

(2)

Includes 20,881,493 common shares issued on April 9, 2013 upon conversion of 20,881,493 convertible preferred shares of the registrant directly and indirectly held by the selling stockholder. In accordance with Rule 416(a), the registrant is also registering hereunder an indeterminate number of shares that may be issued and resold to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(3)	Amount previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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PROSPECTUS

50,000,000 Common Shares

This Prospectus relates to the distribution of up to 50,000,000 common shares of Hunt Mining Corp (“Hunt Mining”) by HuntMountain Resources Ltd., (“HuntMountain”), the selling stockholder, to holders of HuntMountain’s common stock, by way of a dividend in kind, without the payment of any consideration. Such number of common shares includes 20,881,493 common shares that were issued on April 9, 2013 upon the conversion of 20,881,493 convertible preferred shares of Hunt Mining directly and indirectly held by HuntMountain. We did not receive any proceeds from such conversion, and we will not receive any proceeds from the distribution of the shares by the selling stockholder.

HuntMountain’s assets predominantly consist of Hunt Mining common shares and Hunt Mining convertible preferred shares. HuntMountain directly and indirectly holds 50,000,000 (approximately 41.2%) of the 121,494,823 common shares of Hunt Mining issued and outstanding as of December 31, 2013 .

HuntMountain has informed Hunt Mining that each holder of HuntMountain common stock will receive one Hunt Mining common share for every 2.8510965 shares of HuntMountain common stock held as of a record date to be determined by resolution of the directors of HuntMountain, with any fractional shares deleted. HuntMountain stockholders will not receive any cash in lieu of fractional Hunt Mining common shares, and any fractional shares will be rounded down to the next whole share.

Our common shares are listed on the TSX Venture Exchange under the symbol HMX.V. We have no class of securities registered under the Securities Exchange Act of 1934, as amended, and none of our securities are traded on any stock exchange or stock quotation system in the United States.

We are an “emerging growth company” as defined in section 3(a) of the Securities Exchange Act of 1934, as amended, and are therefore eligible for certain exemptions from various reporting requirements applicable to reporting companies under the Exchange Act. (See “Exemptions Under the Jumpstart Our Business Startups Act” on page 11.)

In reviewing this prospectus, you should carefully consider the matters described under the caption “Risk Factors” beginning on page 13 .

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

THE DATE OF THIS PROSPECTUS IS _____________________, 2014.

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TABLE OF CONTENTS

GLOSSARY	- 5 -
PROSPECTUS SUMMARY	- 7 -
FORWARD LOOKING STATEMENTS	- 8 -
COMPANY INFORMATION	- 9 -
BUSINESS OVERVIEW	- 10 -
EXEMPTIONS UNDER THE JUMPSTART OUR BUSINESS STARTUPS ACT	- 11 -
CAUTIONARY NOTE REGARDING FINANCIAL DISCLOSURE IN THIS PROSPECTUS	- 12 -
CAUTIONARY NOTE REGARDING CANADIAN MINERAL DISCLOSURE STANDARDS	- 12 -
RISK FACTORS	- 13 -
DIRECTORS AND SENIOR MANAGEMENT	- 19 -
AUDITORS	- 20 -
SELLING STOCKHOLDER	- 21 -
PLAN OF DISTRIBUTION	- 22 -
KEY INFORMATION	- 22 -
THREE YEAR HISTORY	- 25 -
PROPERTIES	- 32 -
OPERATING AND FINANCIAL REVIEW AND PROSPECTS	- 51 -
OFF BALANCE SHEET ARRANGEMENTS	- 57 -
DIRECTORS AND SENIOR MANAGEMENT AND EMPLOYEES	- 58 -
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	- 78 -
MARKET FOR OUR COMMON SHARES	- 84 -
ARTICLES AND BY-LAWS OF OUR COMPANY	- 88 -
LIMITATIONS ON RIGHTS OF NON-CANADIANS	- 91 -
MATERIAL INCOME TAX INFORMATION	- 92 -
LEGAL MATTERS	- 101 -
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	- 101 -
EXPERTS	- 101 -
INTERESTS OF EXPERTS AND COUNSEL	- 101 -
WHERE YOU CAN FIND MORE INFORMATION	- 101 -
INDEX TO FINANCIAL STATEMENTS	- 102 -

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GLOSSARY

Exploration Stage:	When a company is prospecting, sampling, mapping, diamond drilling and other work aimed at the search for ore

Ore:	A mixture or ore minerals and gangue from which at least one of the ore minerals can be extracted at a profit.

Gold Equivalent Ounces:	Ounces that include the value of other metals converted to gold equivalent based on a ratio of the average spot price for the commodity.

Measured Resources:	The part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic paras, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate to techniques from location such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity. While this term is recognized and required by Canadian securities regulations (under National Instrument 43-101, Standards of Disclosure for Mineral Projects ), the SEC does not recognize it. U.S. investors are cautioned not to assume that any part or all of mineral deposits in this category will ever be converted into SEC defined reserves.

Cutoff Au Eq g/t	The minimum metal grade at which a tonne of rock can be processed on an economic basis.

Indicated Resources:	That part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic paras, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonable assumed. While this term is recognized and required by Canadian securities regulations (under National Instrument 43-101, Standards of Disclosure for Mineral Projects ), the SEC does not recognize it. U.S. investors are cautioned not to assume that any part or all of mineral deposits in this category will ever be converted into SEC defined reserves.

Inferred Resources:	That part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. While this term is recognized and required by Canadian securities regulations (under National Instrument 43-101, Standards of Disclosure for Mineral Projects ), the SEC does not recognize it. “Inferred resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. Under Canadian rules, estimates of inferred resources may not form the basis of economic studies, except in rare cases. U.S. investors are cautioned not to assume that any part or all of mineral deposits in this category will ever be converted into SEC defined reserves.

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Epithermal systems:	A mineral system consisting of veins and replacement mineral bodies, usually in volcanic or sedimentary rocks, containing precious metals or, more rarely, base metals.

Base Map:	A map or chase showing certain fundamental information, used as a base upon which additional data of specialized nature are compiled or overprinted.

Staked grid:	A surveyed, or measured, grid that is physically marked, or staked-out, on the ground

Mine-mouth royalty:	A royalty charged on the ore leaving the mouth of the mine that allows for the deduction of mineral processing costs.

UTM:	Universal transverse Mercator coordinate system

WGS84 ellipsoid:	An elliptical projection of the world geodetic system expressed in UTM coordinates

Dore’ Bullion:	The final saleable product of a gold mine in bar form. Usually consisting of gold and silver.

Cateo:	A cateo is an exploration concession which does not permit mining but gives the owner a preferential right to explore the cateo area for minerals and to apply for a mining concession within the same area. Cateos are measured in 500 ha unit areas and cannot exceed 20 units (10,000 ha).

Manifestations of Discovery:	Manifestations of Discovery or “minas” are mining concessions which permit mining on a commercial basis. The area of a mina is measured in “pertenencias”. Once granted, minas have an indefinite term assuming exploration development or mining is in progress. An annual canon fee of Peso$80 per common pertenencia and Peso$800 per disseminated pertenencia is payable to the province.

Pertenencias:	Are the measurement tool used for determining the size of Minas. The mining authority determines the number of pertenencias necessary to cover the geologic extent of a mineral deposit.

IP-resistivity:	A method of ground geophysical surveying employing an electrical current to determine indications of mineralization.

Massifs:	A section of the planet’s crust that is demarcated by faults or flexures.

Hydrothermal breccias:	An angular formation surrounded by a mass of finer-grained material often associated with hot mineral rich fluids filing in then retracting within rock, depositing vein material.

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PROSPECTUS SUMMARY

The following summary highlights, and should be read in conjunction with, the more detailed information contained elsewhere in this prospectus. You should read carefully the entire document, including our financial statements and related notes, to understand our business, our common shares and the other considerations that are important to your decision to invest in our common shares. You should pay special attention to the “Risk Factors” section on page 13.

The phrase “fiscal year” refers to the twelve months ended December 31 of the relevant year.

All references to “$” or “dollars”, are expressed in Canadian dollars unless otherwise indicated.

All financial information with respect to us has been prepared in accordance with international financial reporting standards as issued by the International Accounting Standards Board.

Our Company

Hunt Mining Corp was incorporated on January 10, 2006 under the laws of Alberta, Canada. We are, together with our subsidiaries, engaged in the exploration of mineral properties in Santa Cruz province, Argentina.

We were initially listed on the TSX Venture Exchange (“TSXV”) as a Capital Pool Company within the meaning ascribed by TSXV Policy 2.4, as “Sinomar Capital Corporation”. As explained in more detail below under the heading “Company Information,” a “Capital Pool Company” is a listing vehicle permitted under the policies of the TSXV on terms whereby: (a) the net proceeds of its initial public offering must be applied to identify an appropriate business for acquisition as the company’s “Qualifying Transaction” within certain time limits; and (b) the Qualifying Transaction, upon completion, must be sufficient to permit the company to meet the minimum TSXV listing requirements for companies that are not Capital Pool Companies.

On December 23, 2009, we completed our Qualifying Transaction by acquiring all of the issued and outstanding shares of Cerro Cazador, S.A., an Argentine mineral exploration company, in a reverse takeover transaction. We were a shell company until we completed the acquisition. We subsequently changed our name to Hunt Mining Corp.

We are a reporting issuer under the securities legislation of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland. Our common shares are listed on the TSXV under the symbol HMX.V.

Our offices are located at: 23800 East Appleway Ave., Liberty Lake, WA 99019 .

The Offering

This prospectus relates to the distribution of up to 50,000,000 common shares of Hunt Mining by HuntMountain, the selling stockholder, to holders of HuntMountain common stock, by way of a dividend in kind, without the payment of any consideration.

The common shares proposed for distribution by HuntMountain include 2,500,001 Hunt Mining common shares registered in the name of HuntMountain’s wholly-owned subsidiary, HuntMountain Investments, LLC (“HuntMountain Investments”).

As noted above, the 50,000,000 common shares of Hunt Mining covered by this prospectus includes 20,881,493 common shares that were issued on April 9, 2013 upon the conversion of 20,881,493 convertible preferred shares of Hunt Mining, 19,837,418 of which were held and converted by HuntMountain and 1,044,075 of which were held and converted by HuntMountain Investments.

Each preferred share was convertible at any time, at the option of the holder, into common shares of Hunt Mining on the basis of one common share for each preferred share held, provided that such conversion did not result in the public float (as defined in the policies of the TSXV) being less than 20% of the total issued common shares of Hunt Mining. The conversion of the convertible preferred shares was subject to the approval of the TSXV, which was granted on April 5, 2013.

As of the date of this prospectus, HuntMountain directly and indirectly (through HuntMountain Investments) holds 50,000,000 (approximately 41.2%) of the 121,494,823issued and outstanding common shares of Hunt Mining.

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It is expected that HuntMountain Investments will cause all of its Hunt Mining common shares to be transferred to HuntMountain by way of an inter-corporate dividend in kind immediately prior to the distribution of up to 50,000,000 Hunt Mining common shares to the holders of record of HuntMountain’s common stock pursuant to this prospectus.

We did not receive any proceeds from the conversion of our convertible preferred shares, and will not receive any proceeds from the distribution of our common shares by the selling stockholder.

HuntMountain has informed Hunt Mining that each holder of HuntMountain common stock will receive one Hunt Mining common share for every 2.8510965 shares of HuntMountain common stock held on the record date, with any fractional shares deleted. HuntMountain stockholders will not receive any cash in lieu of fractional Hunt Mining common shares, and any fractional shares will be rounded down to the next whole share.

Risk Factors

An investment in our common shares is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on page 13.

FORWARD LOOKING STATEMENTS

This prospectus contains statements that constitute “forward-looking statements”. Any statements that are not statements of historical facts may be deemed to be forward-looking statements. These statements appear in a number of different places in this prospectus and, in some cases, can be identified by words such as “anticipates”, “estimates”, “projects”, “expects”, “intends”, “believes”, “plans”, or their negatives or other comparable words. The forward-looking statements, including the statements contained in the sections entitled Risk Factors, Business Overview, Properties and Operating and Financial Review and Prospects, involve known and unknown risks, uncertainties and other factors which may cause our Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such statements. Forward-looking statements include statements regarding the outlook for our Company’s future operations, plans and timing for the Company’s exploration programs, statements about future market conditions, supply and demand conditions, forecasts of future costs and expenditures, the outcome of legal proceedings, and other expectations, intentions and plans that are not historical facts.

You are cautioned that forward-looking statements are not guarantees. The risks and uncertainties that could cause the Company’s actual results to differ materially from those expressed or implied by the forward-looking statements include:

• general economic and business conditions, including changes in interest rates;

• prices of natural resources, costs associated with mineral exploration and other economic conditions;

• natural phenomena;

• actions by government authorities, including changes in government regulation;

• uncertainties associated with legal proceedings;

• changes in the resources market;

• future decisions by management in response to changing conditions;

• our Company’s ability to execute prospective business plans; and

• misjudgments in the course of preparing forward-looking statements.

We wish to advise you that these cautionary remarks expressly qualify, in their entirety, all forward-looking statements attributable to our Company or persons acting on our Company’s behalf. Our Company assumes no obligation to update our Company’s forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements. You should carefully review the cautionary statements and risk factors contained in this prospectus and other documents that the Company may file from time to time with the Securities and Exchange Commission.

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COMPANY INFORMATION

Name and Incorporation

Hunt Mining Corp, previously known as Sinomar Capital Corporation, is a mineral exploration company incorporated on January 10, 2006 under the laws of Alberta, Canada. Together with our subsidiaries, we are engaged in the exploration of mineral properties in Santa Cruz province, Argentina.

We were formed as a Capital Pool Company within the meaning ascribed by Policy 2.4 of the TSX Venture Exchange (“TSXV”). A Capital Pool Company is a listing vehicle permitted under the policies of the TSXV. Generally, a Capital Pool Company is formed as a shell company by three to six individuals (the founders) with an appropriate combination of business and Canadian public company experience for the purpose of effecting an initial public offering of between $200,000 and $4,750,000, on terms whereby the proceeds of the offering are to be used to identify and evaluate potential acquisitions. The founders are, as a group, required to invest a minimum of the greater of $100,000 and 5 percent of the total funds raised in the initial public offering. The initial public offering must result in a minimum distribution of at least 200 arm’s length shareholders each holding at least 1,000 shares, with no single purchaser acquiring more than 2 percent of the offering, and no single purchaser together with his, her or its associates acquiring more than 4 percent of the offering. The shares of a Capital Pool Company may commence trading on the TSXV upon completion of its initial public offering; its trading symbol must include a “.P” to identify the company as a Capital Pool Company. We completed our Canadian initial public offering as a Capital Pool Company on August 1, 2008, and our shares commenced trading on the TSXV on August 5, 2008.

A Capital Pool Company must identify an appropriate business for acquisition as its “Qualifying Transaction”, and issue a news release that it has entered into an agreement in principle to acquire the business within 24 months of completing its initial public offering. Under the policies of the TSXV, a Capital Pool Company must prepare a draft filing statement or information circular providing Canadian prospectus-level disclosure about the proposed acquisition for review by the TSXV; the TSXV will evaluate the business with the view to confirming that it meets the minimum TSXV listing requirements for companies that are not Capital Pool Companies. Once the filing statement or information circular has been accepted by the TSXV, it must be filed on the System for Electronic Data Analysis and Retrieval (commonly called “SEDAR”), an electronic database maintained on behalf of the Canadian Securities Administrators to facilitate continuous disclosure by public companies in Canada. The Capital Pool Company may close the business acquisition as its Qualifying Transaction after a minimum of 7 business days has elapsed from the date of filing of its filing statement or information circular, and trading in the company’s shares may resume without the “.P” designation in its trading symbol.

On December 23, 2009, we completed our Qualifying Transaction by acquiring of all of the issued and outstanding shares of Cerro Cazador, S.A. (“CCSA”), an Argentinean mineral exploration company, in a reverse takeover transaction. Subsequent to the acquisition, we changed our name to Hunt Mining Corp. Our filing statement in relation to our Qualifying Transaction, dated as of November 30, 2009, was filed on SEDAR on December 3, 2009.

In accordance with TSXV policies, trading in our common shares was halted upon the announcement of our letter intent with HuntMountain dated June 23, 2009, in respect of our Qualifying Transaction. Trading of our common shares resumed on the TSXV on January 4, 2010, as we satisfied the listing requirements of the TSXV for a “Tier 2” issuer under TSXV policies upon closing of the Qualifying Transaction.

As of the date of this prospectus, we are in the process of exploring our mineral properties in Argentina. On the basis of information to date it has not yet been determined whether these properties contain economically recoverable ore reserves. The underlying value of the mineral properties is entirely dependent upon the existence of economically recoverable reserves, our ability to obtain the necessary financing to complete development and upon future profitable production, none of which can be assured. Mineral property interests represent acquisition costs incurred to date, less amounts amortized and/or written off and do not necessarily represent present or future values.

Corporate Headquarters

Our offices are located at: 23800 East Appleway Ave., Liberty Lake, WA 99019 . Our phone number is 509-290-5659.

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Subsidiaries

We have three subsidiaries, CCSA, 1494716 Alberta Ltd. and Hunt Gold USA LLC. CCSA, our primary operating subsidiary, was incorporated pursuant to Argentine law on February 13, 2006 and registered before the Inspección General de Justicia (General Inspection of Corporations) of Buenos Aires on March 30, 2006. CCSA’s head office is located at Paraná 275, Piso 3, Dpto. 6. (C1017AAE), Buenos Aires, Argentina. CCSA’s registered and records office is located at Carlos Pellegrini 1135, Piso 2, (C1009ABW), Buenos Aires, Argentina.

1494716 Alberta Ltd. was incorporated under the Business Corporations Act (Alberta) in November of 2009. The head office of 1494716 Alberta Ltd. is located at 23800 East Appleway Ave. , Liberty Lake, Washington, USA, 99019. Its registered and records office is located at Suite 1810, 1111 West Georgia Street, Vancouver, BC V6E 4M3 .

Hunt Gold USA LLC was incorporated in Washington State in November of 2009. The head office and registered office of Hunt Gold USA LLC is located at 23800 East Appleway Ave. , Liberty Lake, Washington, USA, 99019.

Inter-Corporate Relationships

Under Argentine law, CCSA is required to have two shareholders. In order to comply with this requirement, we caused 1494716 Alberta Ltd. to be incorporated under the laws of the Province of Alberta as our wholly-owned subsidiary, to be the second shareholder of CCSA. As of the date of this prospectus, the issued shares of CCSA were owned as to 95% by us and 5% by 1494716 Alberta Ltd.

	Hunt Mining Corp.
	(Alberta)

100%			100%

Hunt Gold USA LLC			1494716 Alberta Ltd.
(USA)		95%	(Alberta)

			5%

		Cerro Cazador S. A.
		(Argentina)

BUSINESS OVERVIEW

General

We are a mineral exploration company focusing on the exploration for precious metals in South America. Hunt Mining’s principal properties, as more fully described below under the heading Information on the Company - Three Year History , are all located in Santa Cruz province, Argentina.

The Company has had only minimal revenues, and its properties are in the exploration stage; there are no known commercially mineable mineral deposits on the properties. In particular, CCSA, an indirectly wholly-owned subsidiary of the Company, has focused exclusively on gold exploration activity since inception. Hunt Mining and CCSA have relied upon external equity and debt financing to fund all exploration activities.

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The La Josefina property is our Company’s primary exploration property. Our rights with respect to the property are governed by an exploration agreement dated July 24, 2007 between CCSA and Fomento Minero de Santa Cruz Sociedad del Estado (“Fomicruz”), a government-owned corporation in Santa Cruz province, Argentina. During 2011, we drilled 203 core holes totaling 18,886 meters on the La Josefina property, collected 56 surface channel samples, and completed 85 trenches totaling 4,401 meters . All exploration expenditures were funded from working capital.

We suspended drilling operations on La Josefina in late 2011, but we continued to conduct reconnaissance exploration during 2012 as we worked to renegotiate CCSA’s exploration agreement with Fomicruz. On November 15, 2012, we signed an amendment to our agreement with Fomicruz which extends the time we have to develop the La Josefina project by four years, from 2015 to 2019.

We also signed an exploration agreement with Fomicruz effective as of November 15, 2012, pursuant to which we have agreed to spend US$5,000,000 to explore the La Valenciana property, covering approximately 328 square kilos of land contiguous to, and located west of, the La Josefina project. The exploration period is seven years and will end on October 31, 2019 . If our Company elects to exercise its option to bring the La Valenciana project into production, it must grant Fomicruz a 9% ownership in a new joint venture corporation to be created by our Company to manage the project, subject to Fomicruz’s right to increase its ownership interest up to 49%.

On May 10, 2012, we announced that we had entered into an exploration agreement with Eldorado Gold Corporation (TSX:ELD, NYSE:EGO, ASX:EAU). Under the terms of the agreement, CCSA was appointed the initial operator conducting exploration activities on certain existing Hunt Mining properties, including twenty exploration concessions and six discovery concessions aggregating a total of 2,013 square kilometers of prospective ground in the Deseado Massif, Santa Cruz province, Argentina. Hunt Mining will also work to locate, submit, explore and develop new projects generated in the agreement area. Work programs, expenditures and new submittals under the agreement were considered and approved by a technical committee consisting of two representatives from each of Hunt Mining and Eldorado Gold. Upon approval of exploration work programs, 100% of exploration expenditures was paid by Eldorado Gold. On July 10, 2013, the Company was notified by Eldorado that they were terminating the agreement. The Company is actively pursuing new exploration partners .

Based on our exploration activities to date, as more fully described below under the heading Information on the Company - Three Year History , our properties have no known mineral reserves and we can give no assurances as to future revenues from operations.

Given the current economic climate, we are currently focused on managing our funds under a policy of cash conservation, limiting expenditures to only essential strategic items.

Competitive Conditions

Hunt Mining operates in a highly competitive industry. We have encountered, and we expect to continue to encounter, challenges accessing qualified exploration personnel, drilling contractors and drill rigs, mineral properties and access to capital.

Employees

CCSA employs approximately ten people in Argentina. Hunt Mining employs five people at our headquarters in Liberty Lake , Washington.

Foreign Operations

All of Hunt Mining’s exploration activity is in Argentina and therefore we are highly dependent on foreign operations.

EXEMPTIONS UNDER THE JUMPSTART OUR BUSINESS STARTUPS ACT

Recently the United States Congress passed the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which provides for certain exemptions from various reporting requirements applicable to reporting companies under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that qualify as “emerging growth companies.” We are an “emerging growth company” as defined in section 3(a) of the Exchange Act (as amended by the JOBS Act, enacted on April 5, 2012), and we will continue to qualify as an “emerging growth company” until the earliest to occur of: (a) the last day of the fiscal year during which we have total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the SEC) or

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more; (b) the last day of our fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement under the Securities Act; (c) the date on which we have, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (d) the date on which we are deemed to be a “large accelerated filer”, as defined in Exchange Act Rule 12b–2. Therefore, we expect to continue to be an emerging growth company for the foreseeable future.

Generally, a registrant that registers any class of its securities under section 12 of the Exchange Act is required to include in the second and all subsequent annual reports filed by it under the Exchange Act, a management report on internal control over financial reporting and, subject to an exemption available to registrants that meet the definition of a “smaller reporting company” in Exchange Act Rule 12b-2, an auditor attestation report on management’s assessment of internal control over financial reporting. However, for so long as we continue to qualify as an emerging growth company, we will be exempt from the requirement to include an auditor attestation report in our annual reports filed under the Exchange Act, even if we do not qualify as a “smaller reporting company”. In addition, section 103(a)(3) of the Sarbanes-Oxley Act of 2002 has been amended by the JOBS Act to provide that, among other things, auditors of an emerging growth company are exempt from the rules of the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the registrant (auditor discussion and analysis).

Additionally, we have irrevocably elected to comply with new or revised accounting standards even though we are an emerging growth company.

CAUTIONARY NOTE REGARDING FINANCIAL DISCLOSURE IN THIS PROSPECTUS

This prospectus should be read in conjunction with the accompanying consolidated financial statements and related notes. The discussion and analysis of the financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the International Accounting Standards Board (IASB).

The Company’s first IFRS reporting period was the fiscal year ended December 31, 2011, for which the Company presented one year comparative financial statements. In accordance with IFRS 1 First Time Adoption of IFRS , the Company presented its opening statement of financial position as of January 1, 2010 and all subsequent periods based on the same accounting policies, which comply with the each IFRS effective as of the first IFRS reporting period.

The preparation of financial statements in conformity with these accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis, we review our estimates and assumptions. The estimates were based on historical experience and other assumptions that we believes to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but we do not believe such differences will materially affect our financial position or results of operations.

Critical accounting policies, the policies we believe are most important to the presentation of our financial statements and require the most difficult, subjective and complex judgments, are outlined below under the heading Critical Accounting Policies , and have not changed significantly.

CAUTIONARY NOTE REGARDING CANADIAN MINERAL DISCLOSURE STANDARDS

Certain of the technical reports, the preliminary assessment and the pre-feasibility study referenced in this prospectus use the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource” and “inferred mineral resource”. We advise investors that these terms are defined in and required to be disclosed by Canadian National Instrument (“NI”) 43-101; however, these terms are not defined terms under the SEC’s Industry Guide No. 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. As a reporting issuer in Canada, we are required to prepare reports on our mineral properties in accordance with NI 43-101. We reference those reports in this prospectus for informational purposes only. Investors are cautioned not to assume that any part or all of mineral deposits in the above categories will ever be converted into SEC Industry Guide No. 7 compliant reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral

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resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained pounds” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures.

RISK FACTORS

The mining business is inherently risky in nature. Exploration activities are based on professional judgments and statistically ‐ based tests and calculations and often yield few rewarding results. Mineral properties are often non ‐ productive for reasons that cannot be anticipated in advance and operations may be subject to numerous risks. As a result, an investment in our common shares should be considered highly speculative and prospective investors should carefully consider all of the information disclosed in this prospectus prior to making an investment. In addition to the other information presented in this prospectus, the following risk factors should be given special consideration when evaluating an investment in our common shares.

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to continue operating and our ability to obtain future financing

The audit opinion for our financial statements for the fiscal year ended December 31, 2012 includes a qualification raising substantial doubt about our ability to continue as a going concern. The Company is an exploration stage company and has incurred losses since its inception. The Company has had minimal revenues and has incurred an accumulated loss of $30,256,033 through September 30 , 2013 (December 31, 2012 - $28,496,195). The Company’s ability to continue as a going concern is dependent upon the discovery of economically recoverable mineral reserves, the ability to obtain necessary financing to complete development and fund operations and future production or proceeds from their disposition. Additionally, the current capital markets and general economic conditions in the United States and Canada provide no assurance that the Company’s funding initiatives will continue to be successful. These factors raise doubt about the Company’s ability to continue as a going concern.

Hunt Mining is likely a “passive foreign investment company” which may have adverse U.S. federal income tax consequences for U.S. shareholders

U.S. holders of common shares should be aware that Hunt Mining believes it was classified as a passive foreign investment company (“PFIC”) during the tax year ended December 31, 2013 , and based on current business plans and financial expectations, Hunt Mining expects that it will be a PFIC for the current tax year and may be a PFIC in future tax years. If Hunt Mining is a PFIC for any year during a U.S. shareholder’s holding period, then such U.S. shareholder generally will be required to treat any gain realized upon a disposition of common shares, or any “excess distribution” received on its common shares, as ordinary income, and to pay an interest charge on a portion of such gain or distribution, unless the shareholder makes a timely and effective “qualified electing fund” election (“QEF Election”) or a “mark-to-market” election with respect to the common shares. A U.S. shareholder who makes a QEF Election generally must report on a current basis its share of Hunt Mining’s net capital gain and ordinary earnings for any year in which Hunt Mining is a PFIC, whether or not Hunt Mining distributes any amounts to its shareholders. However, U.S. shareholders should be aware that there can be no assurance that Hunt Mining will satisfy the record keeping requirements that apply to a qualified electing fund, or that Hunt Mining will supply U.S. shareholders with information that such U.S. shareholders require to report under the QEF Election rules, in the event that Hunt Mining is a PFIC and a U.S. shareholder wishes to make a QEF Election. Thus, U.S. shareholders may not be able to make a QEF Election with respect to their common shares. A U.S. shareholder who makes a mark-to-market election generally must include as ordinary income each year the excess of the fair market value of the common shares over the taxpayer’s basis therein. This paragraph is qualified in its entirety by the discussion below under the heading “Material United States Federal Income Tax Considerations.” Each U.S. shareholder should consult its own tax advisors regarding the PFIC rules and the U.S. federal income tax consequences of the acquisition, ownership, and disposition of common shares.

Our Company has had minimal revenues and there can be no assurance that our exploration activities will result in future profitable earnings.

Hunt Mining has had only minimal revenues. Our properties are in the exploration stage and there are no known commercially mineable mineral deposits on our properties. There can be no guarantee that our exploration activities will result in the discovery of economically recoverable mineral reserves and/or profitable production of precious metals.

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Title to our mineral properties may be subject to other claims which could have an adverse effect on our property rights.

Although CCSA has exercised due diligence with respect to determining title to the properties in which it has a material interest, there is no guarantee that title to such properties will not be challenged or impugned. Our mineral property interests may be subject to prior unregistered agreements or transfers and title may be affected by undetected defects. Until competing interests, if any, in the mineral lands have been determined, we can give no assurance as to the validity of title to those lands or the size of such mineral lands.

Our Company’s continued viability is dependent upon the results of our exploration activities and the development economically recoverable mineral reserves.

Resource exploration and development is a highly speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals we acquire or discover may be affected by numerous factors that are beyond our control and that cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, the import and export of minerals and environmental protection, the combination of which may result in us not receiving an adequate return of investment capital.

All of the claims in which we have acquired or have a right to acquire an interest are in the exploration stage only and are without a known commercially-mineable ore body. Development of the subject mineral properties would follow only if favorable exploration results are obtained.

There is no assurance that Hunt Mining’s mineral exploration and development activities will result in any discoveries of commercial bodies of ore. The long-term profitability of our operations will in part be directly related to the costs and success of our exploration programs, which may be affected by a number of factors.

Substantial expenditures are required to establish reserves through drilling and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis.

We risk forfeiting our interest in the Bajo Pobré property .

To date, we have made all required payments to FK Minera, however we have not completed all of the required expenditures as outlined in the Bajo Pobré Lease to Purchase Option Agreement. These expenditures relate to the work commitment on the Bajo Pobré property. We have not yet secured a contract amendment in this regard, and therefore are exposed to risk of forfeiture of our interest in the property.

Our Company’s exploration activities may be impacted by cyclical changes in weather, available workforce and other factors.

Exploration activity in our primary operating area is seasonal in nature. Exploration activity generally becomes more difficult during the winter months in Santa Cruz province. During the warmer months exploration activity generally increases, which increases demand for qualified exploration personnel, drilling contractors and drill rigs.

The impact of global financial markets on precious metal prices, interest rates, foreign currencies and other economic factors may have an adverse effect on our business and future operations.

Worldwide cycles of economic growth, interest rates, inflation rates and other economic factors can have a profound impact on the demand and realizable sale prices for precious metals and base metals over time. Relatively high metals prices can improve the probability that a mineral deposit could be developed into an economic producing property. In contrast, relatively low metals prices can reduce the probability that a mineral deposit could be developed into a producing property. The relative attractiveness of all mineral deposits is therefore highly dependent on metals prices and overall macroeconomic activity. Thus, mineral exploration activity is closely tied to the worldwide markets for precious metals and base metals. Current market conditions are not favorable to junior mineral exploration companies such as Hunt Mining.

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Hunt Mining’s ability to explore for precious metals is dependent on access to external equity and debt financing and therefore our business is highly sensitive to macroeconomic changes over time. During times of economic growth and favorable equity market conditions our access to capital is better than during times of poor economic growth and weak equity market conditions. Therefore, Hunt Mining’s ability to explore for precious metals and base metals is highly sensitive to changing equity market conditions.

Historically, we have spent the majority of our exploration efforts on the La Josefina property and we recently added the contiguous La Valenciana property to our portfolio of exploration target properties. We remain economically dependent on these projects.

We consider La Josefina to be our principal exploration property. Hunt Mining’s rights to explore the La Josefina and La Valenciana properties are governed by exploration agreements between our wholly-owned subsidiary, CCSA, and Fomicruz. We remain economically dependent on these projects and therefore upon our continued relationship with Fomicruz.

We do not insure against all risk to which we may be subject part of our exploration activities.

Exploration, development and production of mineral properties is subject to certain risks, and in particular, unexpected or unusual geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes may occur. It is not always possible to insure fully against such risks and we may decide not to take out insurance against such risks as a result of high premiums or for other reasons. Should such liabilities arise, they could have a material adverse impact on Hunt Mining’s operations and could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of our securities.

Mining is inherently dangerous and subject to operating hazards and risks beyond our control, which could have a material adverse effect on our business.

Mineral exploration and development involves risks which even a combination of experience, knowledge and careful examination may not be able to overcome. Operations in which we have a direct or indirect interest will be subject to hazards and risks normally incidental to exploration, developments and production of minerals, any of which could result in work stoppages, damage to or destruction of property, loss of life and environmental damage. We currently carry a $2,000,000 foreign liability insurance policy providing coverage in respect of our operations in Argentina, and make efforts to confirm that our contractors have adequate insurance coverage. The nature of these risks is such that liabilities might exceed insurance policy limits, the liabilities and hazards might not be insurable or we may elect not to insure ourselves against such liabilities due to high premium costs or other factors. Such liabilities may have a materially adverse effect upon our financial condition.

Our Company’s exploration activities may be subject to environmental laws and regulations that could increase the cost of doing business and restrict our operations.

Our operations may be subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas that would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner that means standards are stricter, and enforcement, fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations.

Our exploration activities may require, and any future development activities and any commencement of production on our properties will require, permits from various federal, provincial or territorial and local governmental authorities, and such operations are and will be governed by laws, and regulations governing prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters.

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Such exploration activities and future operations are and will also be subject to substantial regulation under applicable laws by governmental agencies that may require that we obtain permits from various governmental agencies. There can be no assurance, however, that all permits that we may require for our exploration activities and future operations will be obtainable on reasonable terms or on a timely basis or that such laws and regulations will not have an adverse effect on any mining project which we might undertake.

Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of mining activities and may have civil or criminal fine or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on us and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

Our Company must compete with larger, better capitalized competitors in the mining industry.

The mining industry is intensely and increasingly competitive in all its phases, and we will compete with other companies that have greater financial and technical resources. Competition in the precious metals mining industry is primarily for mineral rich properties which can be developed and produced economically and businesses compete for the technical expertise to find, develop, and produce such properties, the skilled labor to operate the properties and the capital for the purpose of financing development of such properties. Such competition could adversely affect our ability to acquire suitable producing properties or prospects for mineral exploration, recruit or retain qualified employees or acquire the capital necessary to fund our operations and develop our properties.

Our Company may experience difficulty attracting and retaining qualified personnel with the specialized skills and knowledge necessary to further our business objectives, which could have a material adverse effect on our business and financial condition.

Hunt Mining’s business requires specialized skills and knowledge in the areas of geology, exploration planning, drilling and regulatory compliance. Our ability to attract and retain qualified professionals with the background and experience specific to our projects and business plan cannot be assured. Any inability on our part to attract and retain qualified personnel could potentially hamper our ability to execute our business plan in a timely manner or at all. If we are unable to operate our business due to a shortage of qualified personnel, we may be forced to suspend our mineral exploration activities which, in turn, could have a material adverse effect on our ability to raise working capital and on our overall financial condition.

We are largely dependent on our management, and could be adversely affected by the loss of the services of our directors and officers, or by any inability on our part to attract and retain other management personnel as our business evolves.

We are largely dependent on our directors and officers. There is no assurance that we will be able to retain our existing directors and officers, or that we will be able to attract and retain additional qualified management personnel as our business evolves. The loss of any of our directors or officers, as well as any inability to attract and retain additional management personnel as and when needed, could have a material adverse effect on us and our prospects.

The fluctuation of mineral prices, which have varied widely in the past, will have a significant impact on our Company’s value and future exploration activities.

The mining industry is heavily dependent upon the market price of metals or minerals being mined. There is no assurance that, even if commercial quantities of mineral resources are discovered, a profitable market will exist at the time of sale. Factors beyond our control may affect the marketability of metals or minerals discovered, if any. Metal prices have fluctuated widely, particularly in recent years, and we will be affected by numerous factors beyond our control. The effect of these factors on our operations cannot be predicted. If mineral prices decline significantly, it could affect our decision to proceed with further exploration of our properties.

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Our exploration and development activities will require future financing, which cannot be assured.

Our continued operation will be dependent upon our ability to generate operating revenues and to procure additional financing. There can be no assurance that any such revenues can be generated or that other financing can be obtained on acceptable terms to us, if at all. Failure to obtain additional financing on a timely basis may result in delay or indefinite postponement of further exploration and development or forfeiture of some rights in some or all of our properties. If additional financing is raised by the issuance of shares from treasury, control of the Company may change and shareholders may suffer additional dilution. If adequate funds are not available, or are not available on acceptable terms, we may not be able to further explore and develop our properties, take advantage of other opportunities, or otherwise remain in business. Events in the equity market may impact our ability to raise additional capital in the future.

Our Company’s business model is largely dependent on the ability to find and acquire interest in economically recoverable mineral reserves, there is no guarantee that our Company will be able to locate and/or acquire economically viable mineral interest in the future.

As part of our business strategy, we may seek to grow by acquiring companies, assets or establishing joint ventures that we believe will complement our current or future business. We may not effectively select acquisition candidates or negotiate or finance acquisitions or integrate the acquired businesses and their personnel or acquire assets for our business. We cannot guarantee that it can complete any acquisition it pursues on favorable terms, or that any acquisitions competed will ultimately benefit our business.

Our Company’s share price may be subject to increased price volatility that is outside management control.

In recent years, the securities markets in the United States and Canada, and the TSX Venture Exchange in particular, have experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations in price that have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur. It may be anticipated that any quoted market for the shares will be subject to market trends and conditions generally, notwithstanding any potential success in creating revenues, cash flows or earnings.

Our directors and officers may have conflicts of interest as a result of their relationships with other companies.

Certain of the directors and officers of the Company serve or have served as officers and directors for other companies engaged in mineral exploration and development, and may in the future serve as directors and/or officers of other companies involved in natural resource exploration and development, which are potential competitors of Hunt Mining. For example: (a Although our officers and directors are subject to certain fiduciary duties to our Company under applicable corporate law, they will not necessarily be required to give the Company primary consideration with respect to every opportunity of which they may become aware. Consequently, although the Company is not aware of any specific conflicts of interest involving any of its directors or officers at the present time (other than the involvement of Mr. Tim Hunt, and Mr. Darrick Hunt, in HuntMountain, the selling stockholder named in this prospectus), there is a possibility that our directors and/or officers may be in a position of conflict in the future. In the event that such a conflict of interest arises at a meeting of the Company’s directors, a director who has such a conflict is required to abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the directors and officers of the Company are required to act honestly, in good faith and in the best interests of the Company.

Our Company’s exploration activities are in part based on historical information for our various properties, and the accuracy of this historical data could have an impact on the results of our exploration activities.

We have relied, and our resource estimation technical report in respect of the La Josefina Project dated September 29, 2010 (filed on SEDAR on October 4, 2010) is based, in part, upon historical data compiled by previous parties involved with the La Josefina project. To the extent that any of such historical data is inaccurate or incomplete, our exploration plans may be adversely affected.

Our Company has never paid a dividend and any potential future dividend payments are dependent upon our Company’s ability find and develop economically recoverable mineral deposits.

We have never paid a dividend on our Common Shares. It is not anticipated that we will pay any dividends on our Common Shares in the foreseeable future.

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Our Company is subject to changes in foreign exchange rates, including the Argentine Peso and Canadian dollar, which could have a material impact on our result of operations and future

We will maintain most of our working capital in Canadian and United States dollars. However, a significant portion of Hunt Mining’s operating costs are incurred in Argentinean pesos. Accordingly, we will be subject to fluctuations in the rates of currency exchange between the Canadian, United States dollar and the Argentinean peso and these fluctuations could materially affect our financial position and results of operations as costs may be higher than anticipated. The costs of goods and services could increase due to changes in the value of the Canadian dollar, the United States dollar, or the Argentinean peso. Consequently, operation and development of our properties might be more costly than we anticipate.

Our Company currently carries out all it exploration activities in Argentina, and any economic or political instability in that country could have an adverse effect on value of the business and future business operations.

All of our material properties are located in Argentina. There are risks relating to an uncertain or unpredictable political and economic environment in Argentina. During an economic crisis in 2002 and 2003, Argentina defaulted on foreign debt repayments and on the repayment on a number of official loans to multinational organizations. In addition, the Argentinean government has renegotiated or defaulted on contractual arrangements. In January, 2008, the Argentinean government reassessed its policy and practice in respect of export duties and began levying export duties on mining companies operating in the country.

There also is the risk of political violence and increased social tension in Argentina and Argentina has experienced periods of civil unrest, crime and labor unrest.

Certain political and economic events such as acts or failures to act by a government authority in Argentina, and acts of political violence in Argentina, could have a material adverse effect on our ability to operate.

Limitations on the transfer of cash, mineral interests or other assets between our Company and our operating subsidiary in Argentina, or our joint venture partners, could adversely impact the value of our securities.

We are a Canadian company that is conducting operations primarily through Cerro Cazador, S.A. (referred to elsewhere in this prospectus as “CCSA”), an Argentinean subsidiary, and substantially all of our assets consist of equity in Cerro Cazador, S.A.

In January 2008, the Government of Argentina reassessed its policy and practice in respect of export duties and began levying export duties on mining companies operating in the country. Although this particular change did not affect Cerro Cazador, S.A., there can be no assurance that the Government of Argentina will not unilaterally take other action which could have a material adverse effect on our interests in Argentina.

In October 2011, Argentina announced a decree requiring mining companies to repatriate mining revenues to Argentine currency before distributing revenue either locally or overseas. In April 2012, the Government of Argentina and their central bank announced further rules which initially reduced the number of days mining companies have to repatriate funds to 15 days and then subsequently in July 2012, relaxed the repatriation requirement to 45 days on the sale of doré and 180 days on the sale of concentrates for certain mining companies.

These and any future limitations that may be imposed by the Government of Argentina on the transfer of cash or other assets between our Company and Cerro Cazador, S.A. or our joint venture partners, could restrict our ability to fund our operations efficiently, and could negatively affect our ability to explore or develop our La Josefina project or other exploration properties in Argentina. Accordingly, any such limitations, or the perception that such limitations might exist now or in the future, could have an adverse impact on available credit, and on our valuation and stock price.

The Government of Argentina has recently nationalized the majority stake of Argentina’s largest oil company, and there is no assurance that similar action will not be taken with respect to other natural resources companies in the future.

In April 2012, Argentina’s President announced the nationalization of the majority stake of Yacimientos Petrolíferos Fiscales (YPF), Argentina’s largest oil company. There is no assurance that similar action may not be taken with respect to other natural resource companies in Argentina.

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Current global economic conditions may impact our ability to raise capital or obtain financing to further our exploration activities or develop economically recoverable mineral reserves.

Recent market events and conditions, including disruptions in the international credit markets and other financial systems and the deterioration of global economic conditions, could impede our access to capital or increase our cost of capital. Failure to raise capital when needed or on reasonable terms may have a material adverse effect on our business, financial condition and results of operations.

It may be difficult to effect service of process on our directors who reside outside the United States.

Some of our directors reside outside of the United States, and it will therefore be difficult to effect service of process (service of legal proceedings) on such directors.

Mr. Tim Hunt, the Executive Chairman, President, Chief Executive Officer and a director of our Company, controls HuntMountain which holds 41.2% of our common shares. Accordingly, Mr. Hunt, whose interests may be different from those of other shareholders of our Company, will be able to exercise significant control over our Company.

As of December 31, 2013 HuntMountain Resources Ltd., the selling stockholder named in this prospectus, directly and indirectly holds 50,000,000 (approximately 41.2%) of our Company’s 121,494,823 issued and outstanding common shares. Mr. Tim Hunt, the Executive Chairman, President, Chief Executive Officer and a Director of our Company, controls HuntMountain. Mr. Hunt may have individual interests that are different from those of other shareholders of our Company and, through HuntMountain, will be able to exercise significant control and influence over our business activities and all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. Among other things, this could delay or prevent someone from acquiring or merging with us.

Failure to comply or adequately comply with federal securities laws, rules or regulations could subject us to fines or regulatory action, which may materially adversely affect our business and financial condition.

Failure of management of an SEC registrant to maintain a reporting environment sufficient to ensure compliance with applicable securities laws, rules or regulations could subject that Company, its Directors and or Executive Officers to fines or other regulatory actions including criminal or civil prosecution that could have a material adverse effect on the business and its financial condition. In addition, an SEC registrant that fails to cure its filing delinquencies on a timely basis may be subject to administrative enforcement action by the SEC, leading to the revocation of its registration under the Exchange Act.

We have certain executive officers directors in common with HuntMountain, our controlling stockholder, which is a reporting company under the Exchange Act that is delinquent in its filing obligations under the Exchange Act.

Our President, Chief Executive Officer, and Executive Chairman, Tim Hunt, is also a Director and Executive Officer of HuntMountain, and one of our directors, Darrick Hunt, is also a director of HuntMountain. In addition, Tim Hunt and the Hunt Family Limited Partnership (an entity controlled by Tim Hunt and his wife Resa Hunt) own approximately 93.2% of the shares of HuntMountain. HuntMountain is a registrant under section 12(g) of the Securities Exchange Act of 1934, as amended, that is not current in its filing obligations under section 13(a) of the Exchange Act, and which has a history of delinquent and/or incomplete filings with the Securities and Exchange Commission.

We will incur significant costs to ensure compliance with United States corporate governance and accounting requirements.

Hunt Mining is currently subject to Canadian reporting requirements and securities laws. The Company may incur additional costs in order to comply with United States securities laws, rules and or regulations, which may include additional costs for accounting and auditing requirements, additional legal expense and other compliance efforts. An increase in compliance costs may reduce the amount of funds available to carry out exploration activities on the Company’s mineral properties.

DIRECTORS AND SENIOR MANAGEMENT

Our directors and executive officers, their positions and state or province of residence are as follows:

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Tim Hunt, Washington, USA	President, CEO, Executive Chairman and Director
Bob Little , Washington, USA	Chief Financial Officer and Corporate Secretary
Darrick Hunt, Washington, USA	Director
Alan Chan (1) (2) , Alberta, Canada	Director
Danilo Silva, Pigue, Argentina	President and Director of Cerro Cazador S.A.
Matthew Hughes, Washington, USA	Vice President and Director of Cerro Cazador S.A.

Notes:

(1) Member of the Audit Committee.

(2) Member of the Compensation Committee.

For additional information concerning our directors and senior management, please see the discussion under the heading, “Directors And Senior Management And Employees”.

AUDITORS

Effective February 1, 2010, the Company’s former auditors, Lo Porter Hétu (“LPH”) (which subsequently changed its name to Thompson Penner & Lo LLP), resigned at the request of the Company and the Company appointed MNP LLP, an independent registered public accounting firm, as its new auditor. MNP LLP has offices at Suite 1500, 640 5 th Avenue S.W., Calgary, Alberta T2P 3G4. Their telephone number is 877-500-0792.

The former auditors’ report on the financial statements for the Company’s fiscal year ended December 31, 2009, 2008 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. The decision to change auditors was recommended and approved by the Company’s Audit Committee and approved by the Board of Directors.

During the 2009 and 2008 fiscal years and the subsequent interim period that preceded the former auditors’ dismissal, there was no disagreement with the former auditors on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of the former auditors, would have caused them to make reference to the subject matter of the disagreement in connection with their report.

Without qualifying their opinion, the former auditors included an explanatory paragraph in their report on the Company’s financial statements for the 2009 and 2008 fiscal years which referenced a footnote in the financial statements disclosing conditions and matters indicating the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

The Company provided its former auditors with a copy of this disclosure, which had previously appeared in Amendment No. 2 to the Company’s registration statement on Form F-1 (as filed with the Commission on December 20, 2012), and requested that the former auditors furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether they agree with the above statements, and if not, stating the respects in which they do not agree. A copy of that letter from the former auditor dated July 24, 2012 was previously filed as Exhibit No. 16.1 to Amendment No. 2 to the Company’s registration statement on Form F-1.

Prior to February 10, 2010, the date that MNP LLP was retained as the auditors of the Company:

(a) the Company did not consult MNP LLP regarding:

(i)

the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or

(ii)

any matter that was either the subject of a disagreement or a reportable event; and

(b)

the Company did not receive either a written report or oral advice from MNP LLP with respect to any matter that was considered by the Company as an important factor in reaching a decision as to accounting, auditing or financial reporting.

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SELLING STOCKHOLDER

The following table presents information regarding HuntMountain, the selling stockholder, and the common shares of Hunt Mining proposed for distribution by HuntMountain to its common stockholders by way of a dividend in kind, without the payment of any consideration.

Name	Number of Common Shares Beneficially Owned Prior to Offering	Number of Common Shares Being Offered	Percentage of Shares Owned Prior to Offering	Percentage of Shares Owned After the Offering

HuntMountain Resources Ltd.	50,000,000 (1)(2)	50,000,000 (1)(2)	41.2% (3)	Nil (4)

Notes:

Includes 20,881,493 common shares issued on April 9, 2013 upon conversion of 19,837,418 convertible preferred shares of Hunt Mining held by HuntMountain and 1,044,075 convertible preferred shares of Hunt Mining held by HuntMountain’s wholly-owned subsidiary, HuntMountain Investments. Each preferred share was convertible at any time, at the option of the holder, into common shares of Hunt Mining on the basis of one common share for each preferred share held, provided that such conversion did not result in the public float (as defined in the policies of the TSX Venture Exchange) being less than 20% of the total issued common shares of Hunt Mining. The conversion of the Hunt Mining convertible preferred shares was subject to the approval of the TSXV, which was obtained on April 5, 2013.

Also includes 2,500,001 Hunt Mining common shares registered in the name of HuntMountain Investments (including 1,044,075 Hunt Mining common shares that were issued to HuntMountain Investments upon conversion of its convertible preferred shares of Hunt Mining). It is anticipated that these Hunt Mining common shares will be transferred to HuntMountain by way of an inter-corporate dividend in kind immediately prior to the distribution of up to 50,000,000 Hunt Mining common shares to the holders of record of HuntMountain’s common stock pursuant to this prospectus.

Beneficial ownership is determined in accordance with the rules of the SEC. In computing the percentage of shares beneficially owned by the selling stockholder, common shares subject to options, warrants or other rights to acquire common shares (such as the conversion right attaching to convertible preferred shares) held by the selling stockholder that are exercisable on or within 60 days, are deemed outstanding for the purpose of computing the percentage ownership of the selling stockholder. The ownership percentage is calculated based on the 121,494,823 common shares that were outstanding as of December 31, 2013.

Tim Hunt, Darrick Hunt and the Hunt Family Limited Partnership (an entity controlled by Tim Hunt and his wife Resa Hunt) own approximately 93.2% of the shares of HuntMountain common stock. Therefore, it is anticipated that Tim Hunt, Darrick Hunt and the Hunt Family Limited Partnership will receive up to an aggregate of 93.8% of the common shares proposed for distribution under this prospectus.

HuntMountain’s assets predominantly consist of its direct and indirect holdings (through its wholly-owned subsidiary, HuntMountain Investments) of Hunt Mining common shares. As of the date of this prospectus, HuntMountain directly and indirectly (through HuntMountain Investments) holds 50,000,000 (41.2%) of the 121,494,823 issued and outstanding common shares of our Company.

Mr. Tim Hunt, Mr. Darrick Hunt and the Hunt Family Limited Partnership (an entity controlled by Tim Hunt and his wife Resa Hunt) own approximately 93.2% of the shares of HuntMountain. Mr. Tim Hunt, President, CEO and Executive Chairman of Hunt Mining, is also the Chair, President and a director of HuntMountain. Mr. Darrick Hunt is a director of Hunt Mining, and also a director of HuntMountain.

HuntMountain’s common stock is registered pursuant to section 12(g) of the Securities Exchange Act of 1934, as amended. However, HuntMountain is currently delinquent in its reporting obligations under section 13(a) of the Exchange Act.

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HuntMountain has advised us that:

·	Washington law does not require HuntMountain stockholder approval of the distribution of its Hunt Mining common shares by way of a dividend in kind;

The proposed distribution of the Hunt Mining common shares has been determined by HuntMountain’s Board of Directors to be in the best interests of HuntMountain’s stockholders, as a means of providing more liquidity to the stockholders, given that: (a) HuntMountain is delinquent in its reporting obligations under section 13(a) of the Exchange Act with the result that it may be difficult for the stockholders to resell their HuntMountain stock; (b) HuntMountain, as an affiliate of Hunt Mining, may not rely on Rule 904 of Regulation S of the U.S. Securities Act to effect an orderly sale of its Hunt Mining common shares over the facilities of the TSXV; and (c) registration of HuntMountain’s Hunt Mining common shares under the U.S. Securities Act may help to facilitate the resale of such Hunt Mining common shares by those stockholders of HuntMountain who are eligible to participate in the dividend in kind, subject to certain restrictions that will apply under U.S. securities laws to those stockholders of HuntMountain who will be affiliates of Hunt Mining after the completion of the distribution of Hunt Mining common shares pursuant to this prospectus;

·	[there are no state, creditor, bankruptcy or insolvency laws that would prevent HuntMountain from distributing its Hunt Mining common shares by way of a dividend in kind;] and

Following the distribution of the Hunt Mining common shares pursuant to this prospectus, Tim Hunt, our President, Chief Executive Officer , Executive Chairman and a director of our Company, will directly hold 7,128,837 common shares of Hunt Mining, and will indirectly hold 38,870,229 common shares of Hunt Mining through an entity controlled by him.

PLAN OF DISTRIBUTION

This Prospectus relates to the distribution of up to 50,000,000 common shares of Hunt Mining by HuntMountain, the selling stockholder, to holders of HuntMountain common stock, by way of a dividend in kind, without the payment of any consideration. The common shares proposed for distribution by HuntMountain include 20,881,493 common shares issued on April 9, 2013 upon conversion of 20,881,493 convertible preferred shares of Hunt Mining that were directly and indirectly held by HuntMountain. We will not receive any proceeds from the distribution of the shares by the selling stockholder.

HuntMountain has informed Hunt Mining that each holder of HuntMountain common stock will receive one Hunt Mining common share for every 2.8510965 shares of HuntMountain common stock held on the record date, with any fractional shares deleted. HuntMountain stockholders will not receive any cash in lieu of fractional Hunt Mining common shares, and any fractional shares will be rounded down to the next whole share.

HuntMountain may be deemed to be an “underwriter” within the meaning of the Securities Act in connection with the distribution of the common shares pursuant to this prospectus. As such, it will be subject to the prospectus delivery requirements of the Securities Act. HuntMountain has represented and warranted to Hunt Mining that, at the time it acquired its common shares and convertible preferred shares of Hunt Mining, Hunt Mountain had no agreements or understandings, directly or indirectly, with any person to distribute any such securities or any common shares of Hunt Mining issued upon conversion of the convertible preferred shares.

KEY INFORMATION

Capitalization and Indebtedness

The following table sets forth our capitalization at September 30, 2013, being the end of the third quarter of our current fiscal year, on a historical basis and as adjusted to reflect the sale of the shares:

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Stockholder’s Equity (Unaudited)
Common Stock: Unlimited shares authorized with no par value
121,494,823 issued and outstanding	$	26,062,481
Contributed surplus	$	6,827,404
Warrants	$	2,528,563
Deficit	$	(30,256,033)
Accumulated other comprehensive income	$	(207,099)
Total Stockholder’s Equity	$	4,955,316

Outstanding Share Data

Our authorized share capital consists of an unlimited number of common shares and preferred shares without nominal or par value. As at November 26, 2013 , our outstanding equity and convertible securities were as follows:

Securities	Outstanding

Voting equity securities issued and outstanding	121,494,823 common shares

Convertible preferred shares	None (1)

Securities convertible or exercisable into voting equity securities – stock options	Stock options to acquire up to 6,892,530 common shares

Securities convertible or exercisable into voting equity securities – warrants	12,658,950 warrants to acquire 12,658,950 common shares at an exercise price of $0.35 per share before November 30, 2013 (2)

Securities convertible or exercisable into voting equity securities – broker’s warrants	2,671,894 broker warrants to acquire one broker compensation unit at an exercise price of $0.35 per share on or before November 30, 2013 where each broker compensation warrant will consist of one common share and one half of one common share purchase warrant exercisable at $0.35 prior to November 30, 2013 (4)

Securities convertible or exercisable into voting equity securities – compensation warrants	55,910 broker warrants to acquire one common share at an exercise price of $0.35 per share on or before November 30, 2013 (5)

Notes:

(1)

20,881,493 convertible preferred shares were issued to HuntMountain Resources Ltd., CCSA’s former parent corporation, on December 23, 2009 in partial consideration for the Qualifying Transaction; 19,837,418 of the preferred shares were registered to HuntMountain and 1,044,075 preferred shares were registered in the name of HuntMountain’s wholly-owned subsidiary, HuntMountain Investments. Each preferred share was convertible at any time, at the option of the holder, into common shares of Hunt Mining on the basis of one common share for each preferred share held, provided that such conversion did not result in the public float (as defined in the policies of the TSX Venture Exchange) being less than 20% of the total issued common shares of Hunt Mining. HuntMountain converted all of its convertible preferred shares into common shares on April 9, 2013, following receipt of the required consent of the TSX Venture Exchange on April 5, 2013.

(2)	On November 30, 2010, we issued 28,420,900 units pursuant to a Canadian short form prospectus offering. Each unit consisted of one common share and one half share purchase warrant exercisable at $0.35 per warrant before November 30, 2013.

(3)	In conjunction with a brokered private placement, we granted an option to Wolverton Securities Ltd. (“Wolverton”) to purchase 666,663 common shares at an exercise price of $0.30 per share, exercisable until December 22, 2012.

(4)

In conjunction with the November 30, 2010 offering, we granted broker compensation warrants to purchase 2,842,090 broker compensation units at an exercise price of $0.30 per share on or before November 30, 2013. Each broker compensation unit will consist of one common share and one half of one common share purchase warrant exercisable at $0.35 prior to November 30, 2013.

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(5)	Issued upon cashless exercise of broker compensation warrants issued on November 30, 2010.

Common Shares

The holders of common shares are entitled to dividends, if, as and when declared by the Board of Directors, to one vote per share at our shareholders’ meetings and, upon liquidation, to receive such assets of the Company as are distributable to the holders of the common shares. Further, the holders of common shares;

	*	have equal ratable rights to dividends from funds legally available if and when declared by our Board of Directors;
	*	are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
	*	do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
	*	are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

For additional information regarding our common shares, please see the discussion under the heading “Articles And By-Laws Of Our Company - Rights, Preferences and Restrictions Attaching to Our Shares”.

Non-cumulative voting

Holders of shares of our common shares do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

Preferred Shares

On December 23, 2009, in partial consideration for our Qualifying Transaction, 20,881,493 convertible preferred shares were issued to HuntMountain, CCSA’s former parent corporation. The common shares proposed for distribution by HuntMountain pursuant to this prospectus include 20,881,493 common shares that were issued upon conversion of such convertible preferred shares on April 9, 2013, following receipt of the required consent of the TSX Venture Exchange to such conversion on April 5, 2013. We did not receive any proceeds from such conversion or from the distribution of the shares by the selling stockholder.

We do not have any preferred shares outstanding as of the date of this prospectus. However, preferred shares may be issued from time to time in one or more series, each consisting of a number of preferred shares as determined by our Board of Directors, who also may fix the designations, rights, privileges, restrictions and conditions attached to the shares of each series of preferred shares. The preferred shares of each series shall, with respect to payment of dividends and distributions of assets in the event of liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of our assets among our shareholders for the purpose of winding-up our affairs, rank on a preference over the Common Shares and the shares of any other class ranking junior to the preferred shares.

Stock transfer agent

Our stock transfer agent for our securities is Computershare Trust Company of Canada, 600, 530 - 8th Avenue SW Calgary, Alberta T2P 3S8 and its telephone number is (416) 267-6800.

Investor Relations

In conjunction with the closing of our Qualifying Transaction, we engaged Mr. Dean Stuart to provide investor relations activities. The investor relations agreement between Hunt Mining and Mr. Stuart provided for a monthly fee of $4,000 for a period of one year commencing December 23, 2009 and an option grant of 200,000 options to acquire 200,000 common shares at a price of $0.30 per share prior to December 23, 2014. We granted an additional 300,000 stock options to Mr. Stuart in January 2011 and renewed his agreement, with a monthly fee of $6,000 through December 2011. On January 1, 2012 we contracted with Mr. Stuart on a monthly basis for a fee of $2,000. As of January 1, 2013, Mr. Stuart’s fee has been reduced to $500 per month .

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Dividend Policy

To date, we have not paid any dividends on our outstanding Common Shares. The future payment of dividends will be dependent upon our financial requirements to fund further growth, our financial condition and other factors which our Board of Directors may consider in the circumstances. It is not contemplated that any dividends will be paid in the immediate or foreseeable futures.

Escrowed Securities

As required by Exchange Policy, all 1,510,300 of the Company’s seed capital shares were subject to a timed release escrow agreement dated April 24, 2008. This escrow agreement provided for the release of 10% of the escrowed shares on December 31, 2009 and 15% of the remaining escrowed shares every six months thereafter. As of the date of this prospectus , none of these shares remained in escrow.

In addition, all of the common shares and convertible preferred shares issued pursuant to the Company’s Qualifying Transaction were subject to a TSXV Tier Two surplus escrow agreement allowing for the release of 5% of the shares on December 31, 2009, 5% on June 30, 2010, 10% on each of December 31, 2010 and June 30, 2011, 15% on each of December 31, 2011 and June 30, 2012, and 40% on December 31, 2012, subject to acceleration if the Company subsequently met the Tier 1 Minimum Listing Requirements of the TSXV. As of the date of this prospectus , none of these common shares and no convertible preferred shares remained in escrow. Accordingly, none of the common shares proposed for distribution by HuntMountain to its common stockholders by way of a dividend in kind pursuant to this prospectus will be subject to any escrow requirements.

Indebtedness as of September 30, 2013

Contractual obligations	Payments due by period
Contractual obligations	Total	Less than 1 year	1-3 years	3-5 years	More than 5 years

Operating Lease Obligations	103,896 (1)	33,744	70,152	-	-

Other Long-Term Liabilities Reflected on the Registrant’s Balance Sheet under IFRS	125,000 (2)	-	-	-	125,000

Total	228,896	33,744	70,152	-	125,000

Notes:

(1)	Office rent, based on $2,812 per month January through December 2013; $2,886 per month January through December 2014; $2,960 per month January through December 2015 .

(2)

Contingent liability in connection with a lawsuit filed in Buenos Aires on March 18, 2011 by a former director and accounting consultant against our Company and its subsidiaries for damages in the amount of US$249,041, including wages, alleged bonus payments, interest and penalties. Management considers the lawsuit to be baseless and intends to defend our Company and its subsidiaries to the fullest extent possible (see Note 16(c) to unaudited consolidated financial statements for the quarter ended September 30 , 2013).

THREE YEAR HISTORY

Hunt Mining Corp. – History

Our Company was incorporated as Sinomar Capital Corporation under the laws of the Province of Alberta, Canada, on January 10, 2006. We were initially listed on the TSXV as a Capital Pool Company within the meaning ascribed by TSXV Policy 2.4. As explained in more detail above under the heading “Company Information,” a “Capital Pool Company” is a listing vehicle permitted under the policies of the TSXV on terms whereby: (a) the net proceeds of its initial public offering must be applied to identify an appropriate business for acquisition as the company’s “Qualifying Transaction” within certain time limits; and (b) the Qualifying Transaction, upon completion, must be sufficient to permit the company to meet the minimum TSXV listing requirements for companies that are not Capital Pool Companies.

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We entered into an acquisition agreement dated October 13, 2009 with CCSA and CCSA’s shareholders, to acquire 100% of CCSA’s shares as our “Qualifying Transaction”. At that time, our Company and CCSA did not have any “Control Persons” in common. “Control Person” is defined under the policies of the TSXV to mean any person that holds or is one of a combination of persons that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer. As required under the policies of the TSXV, we determined that the then-proposed acquisition of CCSA’s shares by our Company was not a “Non-Arm’s Length Qualifying Transaction”. As defined under the policies of the TSX Venture Exchange, a “Non-Arm’s Length Qualifying Transaction” means a proposed Qualifying Transaction where the same party or parties, or their respective associates or affiliates, are Control Persons in both the Capital Pool Company and in relation to the significant assets (in our case, the target company, CCSA) which are to be the subject of the proposed Qualifying Transaction. In the result, our Company completed the acquisition of CCSA on December 23, 2009 as an arm’s length transaction, and we ceased to be a shell company at that time.

The relevant details of our Qualifying Transaction, as more fully detailed in our Filing Statement dated November 30, 2009 and filed on SEDAR on December 3, 2009, are as follows:

a)	We issued 29,118,507 Common Shares and 20,881,493 preferred shares of the Company (the “Preferred Shares”) to CCSA’s shareholders (HuntMountain Resources Ltd. and Hunt Mountain Investments LLC) at a deemed price of $0.30 per Preferred Share in exchange for all of the CCSA shares.

b)	We changed our name to Hunt Mining Corp, and a new Board of Directors of the Company, consisting of six directors including retention of two existing Board members, was appointed concurrently with the closing of the Qualifying Transaction;

Options to acquire 4,100,000 Common Shares, as to 3,500,000 options at the time of the Qualifying Transaction and an additional 600,000 common shares in January of 2010, at an exercise price of $0.30 per Common Share for a period of 5 years (the “Options”) were granted to officers, directors, employees and consultants of the Company and CCSA;

Concurrently with the completion of the Qualifying Transaction, we also completed equity financings for aggregate gross proceeds of $3,500,000 by way of a brokered private placement (the “Brokered Private Placement”) and a TSXV short form offering document (the “Short Form Offering”). Pursuant to the Brokered Private Placement, we issued 5,000,000 units (the “Units”) at a price of $0.30 per Unit, for proceeds of $1,500,000. Each Unit consisted of one Common Share and one-half of one Common Share purchase warrant (each a “Warrant”). Each whole Warrant entitled the holder thereof to acquire, for a period of 1 year, one Common Share of the Company at a price of $0.60 per share. As consideration for its services as agent to the Brokered Private Placement, Wolverton Securities Ltd. (“Wolverton”), together with it selling group members, received 50,000 Units, a cash commission of $150,000 and broker warrants to acquire an additional 500,000 Units at a price of $0.30 per Unit, exercisable for a period of 3 years (the “Broker Warrants”). The Warrants comprising the Units underlying the Broker Warrants expired 1 year from closing of the financing, and no Warrants will be issued to Wolverton upon its exercise of the Broker Warrants after such time. Pursuant to the Short Form Offering, we issued 6,666,633 Common Shares at a price of $0.30 per share for gross proceeds of $1,999,990. As consideration for its services as selling agent to the Short Form Offering, Wolverton received a cash commission of $199,999 and agent’s options to acquire 666,663 Common Shares of we at a price of $0.30 per Common Share exercisable for a period of 3 years (the “Agent’s Options”);

CCSA’s former shareholders, HuntMountain Resources Ltd. and its wholly-owned subsidiary, HuntMountain Investments, LLC, assumed all of the indebtedness of CCSA owed to Patagonia Drill S.A. in the net amount of US$811,492, including application of amounts previously advanced as a deposit in the amount of US$644,000;

f)	We paid a finder’s fee to Wolverton of $50,000 and 500,000 Common Shares in conjunction with the Qualifying Transaction; and

g)	We paid a finder’s fee of $10,000 and 100,000 Common Shares to Mr. Dean Stuart, an arm’s length party to both our Company and the former shareholders of CCSA, in conjunction with the Qualifying Transaction.

h)	During the year ended December 31, 2010 Hunt Mining Corp paid US$10,000 to HuntMountain for reimbursement of travel expenses incurred by HuntMountain in conjunction with the Qualifying Transaction. This is recorded in travel expenses in the consolidated statement of loss.

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In conjunction with the Qualifying Transaction, on December 23, 2009, the Company advanced $200,000 to HuntMountain, CCSA’s former parent corporation, as a refundable deposit. The deposit was not applied to the consideration of the Qualifying Transaction and therefore is reflected in prepaid expenses and deposits on the Company’s consolidated statement of financial position at December 31, 2011 (January 1, 2010 and December 31, 2010 – $200,000). At the year ended December 31, 2011, the Company received notice from HuntMountain that they had identified invoices refundable to them as part of the Qualifying Transaction. Upon submittal to Hunt Mining, $43,000 of expenses were identified as refundable. Hunt Mining credited the $43,000 against the $200,000 receivable leaving an outstanding balance owed by HuntMountain to Hunt Mining of $157,000. As at the period ended September 30, 2013, the balance owed by HuntMountain to the Company was $114,408. The Company is doubtful of the collectability of this receivable as of September 30, 2013. The Company has recorded an allowance for the full amount of this receivable .

As a condition of the Qualifying Transaction, HuntMountain entered into an agreement with CCSA (the “PDM Payables Assumption Agreement”) pursuant to which HuntMountain agreed to assume all of CCSA’s remaining accounts payable (the “PDM Payables”) owed to Patagonia Drill Mining Services S.A. (“PDM”). Pursuant to the assumption agreement, HuntMountain originally agreed to make periodic payments to CCSA in order to permit CCSA to pay off the PDM Payables over time. HuntMountain’s periodic payments were to be considered equity; therefore, on acceptance of the PDM Payables Assumption Agreement, CCSA’s balance sheet reflected an equity investment by HuntMountain equal to the amount of the PDM Payables, net of a prepaid deposit. CCSA was to recognize an offsetting short term note receivable from HuntMountain for the same amount. As HuntMountain made payments to CCSA over time, the note receivable was to be extinguished and the PDM Payables were to be paid down.

HuntMountain subsequently purchased all of the remaining PDM Payable from PDM for total consideration of US$1,061,695. This amount excluded a $612,850 deposit made by HuntMountain against the PDM Payables in 2008. Therefore, the $612,850 deposit amount was applied to pay down the PDM payables concurrently with the signing of the agreement between HuntMountain and PDM. As a result, our Company recorded a $612,850 payable owing to HuntMountain on December 31, 2009.

Pursuant to an agreement between CCSA and HuntMountain dated March 5, 2010, HuntMountain forgave our Company’s due-to-related-party liability of $612,850 and all of the PDM Payables purchased from PDM by HuntMountain. This had the same effect as the original PDM Payables Assumption Agreement, except that no further equity was issued to HuntMountain by CCSA, as was contemplated in the original PDM Payables Assumption Agreement, and the PDM Payables were extinguished immediately as opposed to the fifteen month term contemplated in the PDM Payables Assumption Agreement.

Cautionary Note to U.S. Investors Concerning Estimates of Measured, Indicated and Inferred Resources

The following discussion and tables use the terms “ measured resources ”, “ indicated resources ” and “ inferred ”. We advise U.S. investors that while these terms are recognized and required by Canadian securities regulations (under National Instrument 43-101 Standards of Disclosure for Mineral Projects ), the SEC does not recognize them. In particular, “ inferred resources ” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. Under Canadian rules, estimates of inferred resources generally may not form the basis of economic studies. Mineral resources that are not mineral reserves do not have demonstrated economic viability. U.S. investors are cautioned not to assume that any part or all of mineralization in these categories will ever be converted into SEC defined reserves. See Cautionary Note Regarding Canadian Mineral Disclosure Standards and Risk Factors .

In 2010 we engaged UAKO Consultora Geológica, an arm’s length mineral exploration consulting firm based in Argentina, to generate a resource estimation technical report. On October 4, 2010 we filed this report, which was entitled “Technical Report - Gold –Silver Resource Estimate of the La Josefina Project - Santa Cruz, Argentina” and dated September 29, 2010 (the “La Josefina 2010 Technical Report”), on SEDAR. The report demonstrated a Measured Resource of 155,562 Gold Equivalent Ounces, an Indicated Resource of 41,812 Gold Equivalent Ounces and an Inferred Resource of 6,744 Gold Equivalent Ounces, for the purpose of this document gold equivalent ounces are those made of up gold and silver. In a news release we summarized the results of the La Josefina 2010 Technical Report as follows:

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Measured Resources
Cutoff Au Eq g/t	Tonnes x 1000	Grade Au g/t	Grade Ag g/t	Grade Au Eq g/t	Ounces Au	Ounces Ag	Ounces Au Eq
0.2	4,998,667	0.719	16.602	0.968	115,538.190	2,668,357.667	115,561.554
0.5	2,405,435	1.150	21.616	1.474	88,928.131	1,671,858.109	114,004.749
0.8	1,404,575	1.521	24.630	1.891	68,697.970	1,112,370.515	85,382.694

Indicated Resources
Cutoff A u Eq g/t	Tonnes x 1000	Grade Au g/t	Grade Ag g/t	Grade Au Eq g/t	Ounces Au	Ounces Ag	Ounces Au Eq
0.2	1,525,934	0.825	1.808	0.852	40,481.166	88,730.079	41,812.051
0.5	815,950	1.274	1.952	1.303	33,420.289	51,214.991	34,188.474
0.8	502,245	1.675	2.050	1.705	27,043.725	33,103.752	27,537.371

Inferred Resources
Cutoff Au Eq g/t	Tonnes x 1000	Grade Au g/t	Grade Ag g/t	Grade Au Eq g/t	Ounces Au	Ounces Ag	Ounces Au Eq
0.2	452,143	0.446	1.209	0.464	6,479.887	17,577.670	6,743.539
0.5	111,220	0.875	1.280	0.894	3,128.802	4,579.244	3,197.487
0.8	34,866	1.441	2.209	1.474	1,615.069	2,476.214	1,652.210

At the present stage of our project most of the cost paras for establishing a cut-off grade are unknown. Because of this it was necessary to determine a suitable cut-off grade supported by assumed and gathered data from other similar sized projects in the area. It was determined that a heap leach process of recovery would most likely utilized in a project of this type, consequently, the following cost paras inherent to the project were adopted for the cut-off calculation.

Base Mining Cost: US$/t 1.75

Processing Cost: US$/t 3.75

G&A: US$/t 0.6

Gold Price US$ 1,000 (32.15 US$/ AU gram, 30 months weighted average Feb-2008-Aug-2010)

Silver Price US$ 15 (30 months weighted average Feb-2008 – Aug-2010)

Metal Recovery 100%

Royalty: 6%

·	Gold equivalent calculation uses a 30 month weighted average. Gold and Silver were determined from Kitco Gold Precious Metals with a price in US$. At this time no metallurgy has been completed on this property so 100% recoveries are assumed

·	Gold Equivalent (AuEq) calculation is as follows: AuEq = Au(g/t) + (Ag g/t / 66.67)

·	Au:Ag ratio 66.67

The cut-off grade was calculated by the following equation which is adequate for a very early stage project at La Josefina’s stage. Actual cost paras will remain unknown until a scoping study is completed, at this time the Company hasn’t set a timetable for completing one.

(Process cost + Mining Costs + G&A) / (Gold Price*Recovery-Royalty)

The calculation returns a cut-off value of 0.2 g/t Au Eq.

On November 23, 2010 we filed a final short form prospectus in all Canadian jurisdictions except Quebec. This short form prospectus related to the commercially reasonable efforts agency basis offering of a minimum of 19,333,333 units and a maximum of 43,333,333 units, where each unit consisted of one common share and one half of one common share purchase warrant, at an offering price of $0.30 per unit. Each warrant forming part of these units was to be exercisable at an exercise price of $0.35 per share of a period of 36 months following closing of the offering. The offering was led by Octagon Capital Corp. on behalf of a syndicate of agents including Cannacord Genuity Corp. and Wolverton Securities Ltd. We also granted an option to purchase an additional number of units equal to 15% of the number of units sold pursuant to the offering at a price of $0.30 per unit. On November 30, 2010 we announced the closing of the offering, and issued 28,420,900 units at $0.30 per unit, raising gross proceeds of $8,526,270.

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On January 20, 2011, the Company announced the addition of five additional prospective properties to its claims portfolio totaling 24,855 hectares. All of the new properties are located in Santa Cruz province, Argentina.

On March 1, 2011, the Company announced the appointment of Mel Klohn to the position of Senior Technical Advisor. Mr. Klohn’s primary focus is to assist in guiding the continued advancement of the Company’s core assets.

On March 3, 2010, Hunt Gold USA LLC, a wholly owned subsidiary of the Company, acquired US$700,000 of the US$803,000 outstanding loan payable from CCSA to HuntMountain for total consideration of US$679,000, a 3% discount to the outstanding amount payable.

On March 14, 2011, Hunt Gold USA LLC acquired the remaining amount of the loan owing from CCSA to HuntMountain. The outstanding principal amount of the loan was US$103,000. The purchase price for this transaction was US$99,910, a 3% discount from the face value of the loan. The loan has accrued interest totaling US$11,682 and therefore the total purchase price for the transaction was US$111,592. Due to Argentine banking regulations, this transaction allows the Company to better manage its working capital. This loan acquisition transaction was approved by the TSXV on March 11, 2011.

On March 15, 2011, the Company announced the resignation of Mr. Bryn Harman from the positions of Chief Financial Officer (“CFO”) and Secretary effective March 24, 2011; he continues to serve as a director of the Company. Ms. Vicki Streng was appointed Interim Chief Financial Officer and Secretary of the Company on March 24, 2011. Ms. Streng resigned as the Interim Chief Financial Officer and Secretary of the Company effective March 1, 2012. Mr. Matthew Fowler succeeded Ms. Streng as Chief Financial Officer and Secretary with effect from March 1, 2012.

On April 11, 2011, the Company announced that it had entered into an agreement with G Mining Services Inc. (“G Mining”) to provide a series of services, studies, and assessments designed to guide the Company to a production decision for the La Josefina Project. G Mining assumed overall coordination and responsibility of all technical and engineering work.

On May 24, 2011, the Company announced that it had engaged Viresh Varma as Director of Corporate Development. Mr. Varma’s primary focus is to provide investor relations and marketing activities.

On May 25, 2011, the Company announced that it had entered into an engagement letter with Macquarie Capital Markets Canada Ltd (“Macquarie”) for an underwritten “bought deal” private placement. On June 14, 2011, upon closing of the private placement, the Company issued 25,645,000 units at $0.45 per unit for gross proceeds of $11,540,250. Each unit consisted of one common share and one half share purchase warrant exercisable at $0.65 per warrant before June 14, 2013. In conjunction with the private placement, the Company granted broker compensation options to Macquarie to acquire 1,795,150 broker compensation units. Each broker compensation unit will consist of one common share and one half of one common share purchase warrant exercisable at $0.45 prior to June 14, 2013.

On August 24, 2011, the Company announced the retention of Ms. Sandy Perry as a Senior Technical Consultant. Ms. Perry’s primary focus is to boost exploration efforts in Santa Cruz, Argentina.

Further to a letter of intent announced on November 7, 2011, on May 10, 2012, we announced that we had entered into an exploration agreement with Eldorado Gold Corporation (TSX:ELD, NYSE:EGO, ASX:EAU). Under the terms of the agreement, our wholly Argentinean subsidiary, CCSA, has been appointed the initial operator conducting exploration activities on certain existing Hunt Mining properties (excluding, initially, the La Josefina and La Valenciana properties), including twenty exploration concessions (“Cateos”) and six discovery concessions (“Manifestations of Discovery”) aggregating a total of 2,013 square kilos of prospective ground in the Deseado Massif, Santa Cruz province, Argentina. Hunt Mining will also work to locate, submit, explore and develop new projects generated in the agreement area. Work programs, expenditures and new submittals under the agreement will be considered for approval by a technical committee consisting of two representatives from Hunt Mining and two from Eldorado. Upon approval, 100% of exploration expenditures will be paid by Eldorado.

We suspended drilling operations on La Josefina in late 2011. During 2012, we continued to conduct reconnaissance exploration (including geologic mapping, as well as surface chip, channel and trench sampling), as we worked to renegotiate CCSA’s exploration agreement with Fomicruz.

On November 15, 2012, we signed an amendment to our agreement with Fomicruz in respect of the La Josefina project. This amendment extends the time we have to complete exploration work on the La Josefina project, and to make a decision on whether the project should be advanced to development and production, by four years - from 2013 to 2019.

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We also signed an agreement with Fomicruz effective as of November 15, 2012, for the right to explore and develop the La Valenciana property, covering approximately 328 square kilos of land contiguous to, and located west of, the La Josefina property. Exploration efforts to date at La Valenciana have focused on due-diligence sampling of high priority targets with mineralization exposed at surface.

On May 7, 2013, the La Josefina and La Valenciana properties were made subject to the exploration agreement with Eldorado Gold. On July 10, 2013, the Company was notified by Eldorado that they were terminating the agreement. The Company is actively pursuing new exploration partners .

On July 17, 2013, the Company announced the resignation of Mr. Andrew Gertler from the Board of Directors of the Corporation.

On September 20, 2013, the Company announced that it had signed a letter of intent “LOI” for the Amanita project in the Fairbanks mining district in the state of Alaska.

On November 6, 2013, the Company announced that effective November 6, 2013, it had continued from the Province of Alberta to the Province of British Columbia pursuant to a special resolution passed by shareholders of the Corporation at the annual and special meeting of shareholders held on November 5, 2013.

On November 6, 2013, the Company announced the resignation of Messrs. Scott Brunsdon and Jacques Perron from the Board of Directors of the Corporation.

On December 3, 2013, the Company announced the resignation of Mr. Bryn Harman from the Board of Directors of the Corporation.

On January 15, 2014, the Company announced that it had elected not to proceed with the proposed Amanita project in Alaska.

Also on January 15, 2014, the Company announced the resignation of Mr. Matthew Fowler from the positions of Chief Financial Officer (“CFO”) and Secretary effective December 31, 2013. Mr. Bob Little was appointed Chief Financial Officer and Secretary of the Company on January 1, 2014. Effective December 31, 2013, Mr. Matthew Hughes resigned his positions of President, Chief Executive Officer and Director of the Corporation .

Hunt Gold USA LLC - History

Hunt Gold USA LLC was incorporated on September 29, 2009 as our Company’s wholly-owned subsidiary. Hunt Gold USA LLC was formed to administer payroll for our Company’s U.S. personnel, and to administer invoices received from vendors in the United States. Hunt Gold does not have any revenue generating operations and is included as a 100% consolidated entity in Hunt Mining’s financial statements.

1494716 Alberta Ltd. – History

1494716 Alberta Ltd. was incorporated on October 7, 2009 as our Company’s wholly-owned subsidiary to hold 5 percent of the shares of CCSA, as applicable Argentinean laws require that CCSA have two shareholders. 1494716 Alberta Ltd. does not have any revenue generating operations and is included as a 100% consolidated entity in Hunt Mining’s financial statements.

Cerro Cazador S.A. - History

CCSA commenced operations in 2006 to engage in precious metals exploration in Santa Cruz province, Argentina. Since incorporation, CCSA has acquired rights to explore 31 property positions encompassing 2,868 square kilos.

Hunt Mining Corp. – Current Business

We are a mineral exploration company and, together with our subsidiaries, we are engaged in the exploration of mineral properties in Santa Cruz province, Argentina. On the basis of information to date, we have not yet determined whether these properties contain economically recoverable ore reserves as defined by SEC Industry Guide No. 7. The underlying value of the mineral properties is entirely dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete development, and upon future profitable production or a sale of these properties, none of which can be assured.

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The Company’s business strategy is to conduct mineral exploration in those areas of the world that it identifies as being favorable for hosting large deposits of precious metals. Subject to the availability of financing, the Company may seek to acquire exploration rights to areas of land that are likely to host such deposits, or it may seek to acquire controlling interests in companies that have previously discovered a mineral deposit. The Company does not maintain any specific research or development policies but rather relies upon the experience of its management team to identify suitable properties for potential acquisition and exploration. At this time, we are focused on our existing properties in Argentina.

The La Josefina property is our Company’s primary exploration property. During 2011, we drilled 203 core holes on the La Josefina property totaling 18,886 meters , collected 56 surface channel samples, and completed 85 trenches totaling 4,401 meters . All exploration expenditures were funded from working capital.

As disclosed above, we suspended drilling operations on La Josefina in late 2011 but continued to conduct reconnaissance exploration on the property during 2012 as we worked to renegotiate CCSA’s exploration agreement with Fomicruz. On November 15, 2012, we signed an amendment to our agreement with Fomicruz which extends the time we have to develop the La Josefina project until 2019.

We also signed an agreement with Fomicruz effective as of November 15, 2012, for the right to explore and develop the La Valenciana property, covering approximately 328 square kilometers of land contiguous to, and located west of, the La Josefina project. Exploration efforts to date at La Valenciana have focused on due-diligence sampling of high priority targets with mineralization exposed at surface.

As disclosed above, on May 10, 2012, we announced that we had entered into an exploration agreement with Eldorado Gold. Under the terms of the agreement, CCSA has been appointed the initial operator conducting exploration activities on certain existing Hunt Mining properties, including twenty exploration concessions (“Cateos”) and six discovery concessions (“Manifestations of Discovery”) aggregating a total of 2,013 square kilometers of prospective ground in the Deseado Massif, Santa Cruz province, Argentina. Under the terms of our agreement with Eldorado, exploration will be broken into three stages with all funding for the first two stages coming from Eldorado.

·	Stage I (reconnaissance exploration)

o	Provides a 30 month period to evaluate projects before graduating to Stage II or being dropped from the agreement with CCSA retaining a 100% interest.

o	Each new Stage I project generated by Hunt Mining and accepted by Eldorado under the agreement, will require a onetime payment from Eldorado to CCSA of $125,000.

·	Stage II (drilling, advanced exploration, preliminary economic assessment)

o	Each project elected by Eldorado to advance to Stage II will require a onetime payment from Eldorado to CCSA of $200,000 plus annual payments on each project of $125,000.

·	Stage III (JV formation, feasibility, development toward production)

o	Projects advancing to Stage III will require the formation of a joint venture entity with a 75% interest in such entity being owned by Eldorado and a 25% interest being owned by Hunt Mining.

o	Additionally, CCSA will also receive a onetime payment of $1,500,000 from Eldorado.

Initially, the La Josefina and La Valenciana properties were excluded from our exploration agreement with Eldorado Gold. On May 7, 2013:

(a)

the La Josefina property was made subject to the exploration agreement in consideration of a one-time payment of $125,000; and

(b)

the La Valenciana property was made subject to the exploration agreement in consideration of a one-time payment of $200,000, and, if the property becomes a “Stage II” (advanced exploration) property as defined in the agreement, ongoing yearly lease payments of $125,000.

On July 10, 2013, the Company was notified by Eldorado that they were terminating the agreement. The Company is actively pursuing new exploration partners .

Given the current economic climate, we are currently focused on managing our funds under a policy of cash conservation, limiting expenditures to only essential strategic items.

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With reference to the Bajo Pobré property, our Company has made all lease payments to FK Minera but has not completed all the required work commitments and is currently in negotiations to secure a contract amendment in this regard.

Our Company completed detailed geological mapping, surface soil sampling and advanced drill targeting during 2012 on the Bajo Pobré property. Our Company plans to drill the Bajo Pobré project in late 2013 or the first half of 2014, assuming we can negotiate an amendment to our existing agreement with FK Minera with respect to our exploration expenditures. If we are unable to secure an amendment to the agreement, we risk forfeiture of our interest in the Bajo Pobré property.

Exploration plans for Bajo Pobré will include advanced drill target definition through structural mapping, detailed sampling and may also include additional geophysical analysis and drill testing.

With respect to our El Gateado project, the plan is to re-evaluate past drilling results and geologic interpretations with the goal of developing new drill targets with the view to taking it to Stage II status.

PROPERTIES

La Josefina Property

The La Josefina property is our Company’s primary exploration property. It is located in North-Central Santa Cruz province in southern Argentina, within the region known as Patagonia.

In March, 2007, CCSA was awarded the exploration and development rights to the La Josefina Project from Fomento Minero de Santa Cruz Sociedad del Estado (“Fomicruz”). Fomicruz is a government owned corporation in Santa Cruz province in Argentina. The legal agreement granting CCSA rights to the La Josefina property was finalized in July, 2007. Pursuant to this agreement, CCSA was obligated to spend US$6 million in exploration and complete pre-feasibility and feasibility studies during a 4 year exploration period (excluding three months each year for winter holiday) commencing in October, 2007 at La Josefina in order to earn mining and production rights for a 40-year period in a joint venture partnership (“JV”) with Fomicruz. CCSA may terminate this agreement at the end of each exploration stage if results are negative.

With the successful completion of positive pre-feasibility and feasibility studies at the end of the 4th year, a new company will be formed which will be 91%-owned by CCSA and 9%-owned by Fomicruz. If commercial production starts, Fomicruz has a one-time election to increase its interest in the new company to either 19%, 29% or 49% by reimbursing CCSA 10%, 20% or 45%, respectively, of CCSA’s total investment in the project. The royalty prescribed by Federal (Argentina) mining code will be a 1% mine-mouth royalty if the operation produces doré bullion within the province, which is required in the agreement. Also, because La Josefina is a Provincial mining reserve with the mineral rights belonging to the province, the project will carry an additional 5% mine-mouth royalty.

In December, 2007, CCSA purchased the “La Josefina Estancia”, a 92 square kilometer parcel of land within the La Josefina Project area. CCSA plans to use the La Josefina Estancia as a base of operations for Santa Cruz exploration. The purchase price for the La Josefina Estancia was US$710,000.

On November 15, 2012, we signed an amendment to our agreement with Fomicruz in respect of the La Josefina project. This amendment extends the time we have to develop the La Josefina project by four years, from 2015 to 2019.

Initially, the La Josefina property was excluded from our exploration agreement with Eldorado Gold. As discussed above under the heading, “Three Year History - Hunt Mining Corp. – Current Business”, this property was made subject to the exploration agreement with Eldorado Gold on May 7, 2013, an agreement later terminated by Eldorado in July 2013 .

Much of the following information is derived from, and based upon the La Josefina 2010 Technical Report, which is available on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com.

Property Description and Location

The La Josefina Project is situated about 450 km northwest of the city of Rio Gallegos, in the Department of Deseado, Santa Cruz province, Argentina within a scarcely populated steppe-like region known as Patagonia.

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The La Josefina Project consists of mineral rights composed by an area of 528 square kilometers established in 1994 as a Mineral Reserve held by Fomicruz, an oil and mining company owned by the Santa Cruz provincial government.

The boundaries of the property are summarized in the following table:

Boundary	Latitude/Longitude	Gauss-Krüger *
North	47°45’00” S	4,711,533 N
South	48°00’06” S	4,683,433 N
East	69°10’47” W	2,486,505 E
West	69°30’08” W	2,462,505 E

* The Argentine National Grid System (Gauss-Krüger) uses the Gauss-Krüger (also known as Transverse Mercator or TM) projection and is based on the Campo Inchauspe datum which uses the International 1924 (also known as Hayford) ellipsoid. Argentina is divided into seven zones which, similar to UTM zones, are north-south slices centered on 72°, 69°, 66°, 63°, 60°, 57° and 54° W longitude. Unlike UTM which effectively has two meridians of zero scale distortion, in Gauss-Krüger only the central meridian has zero scale distortion. Unlike UTM where the easting offset is always 500,000m, each zone in the Gauss-Krüger Campo Inchauspe system has a different offset to remove coordinate ambiguity between zones. Zone 1 has an easting offset of 1,500,000m with each successive zone adding 1,000,000m to the offset. Consequently, grid coordinates are often quoted without explicitly specifying the zone as would normally be done with UTM coordinates. A new national grid named POSGAR is currently being introduced. This datum uses the WGS84 ellipsoid and has already become common in some provinces.

The La Josefina Project comprises 16 Manifestations of Discovery totaling 52,776 hectares which are partially covered by 399 pertenencias, listed in the following table:

Manifestation of Discovery	File #	Hectares
Julia	409.048/F/98	6
Miguel Ángel	409.058/F/98	3,435
Diana	409.059/F/98	2,995
Noemi	409.060/F/98	3,013
Rosella	409.061/F/98	3,227
Giuliana	409.062/F/98	5,100
Benjamin	409.063/F/98	3,500
Mariana T.	409.064/F/98	3,500
Ailín	409.065/F/98	3,500
Mirta Julia	409.066/F/98	3,500
Ivo Gonzalo	409.067/F/98	3,500
Maria José	409.068/F/68	3,500
Matias Augusto	409.069/F/98	3,500
Sofia Luján	409.070/F/98	3,500
Lucas Marcelo	409.071/F/98	3,500
Nicolás Alejandro	409.072/F/98	3,500
	Total	52,776

The La Josefina pertenencias consist of 398 disseminated pertenencias, each requiring an annual canon (tax) payment to the province of 800 pesos and one common pertenencia which requires an annual canon of 80 pesos. Therefore the pertenencias at La Josefina require annual canon payments totaling 318,353 pesos.

The La Josefina project is without known reserves as defined by SEC industry Guide No. 7.

Exploration Agreement Between Fomicruz and CCSA

In March 2007, CCSA won the rights through a required public bidding process to explore the La Josefina Project. As Fomicruz is a government company, it cannot make individual agreements with a private company without first publishing the offer and giving other private companies the opportunity to submit bids, but the first company making an offer has the right to match any new offer.

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The definitive agreement between CCSA and Fomicruz was finalized in July, 2007. In the agreement, CCSA agrees to spend a minimum of US$6 million in exploration and complete prefeasibility and feasibility studies at La Josefina over a 4-year period (excluding three months each year for winter holiday) in order to earn mining and production rights in JV partnership with Fomicruz for a 40-year period.

The 4-year exploration period was originally planned to proceed in the following three stages:

	Year 1	Year 2	Years 3 & 4
Target Area	To July 2008	July 2008 to July 2009	July 2009 to July 2011	Totals
Noreste Area	US$300,000	US$400,000	US$500,000	US$1,200,000
Veta Norte	500,000	800,000	800,000	2,100,000
Central Area	500,000	800,000	900,000	2,200,000
Piedra Labrada	200,000	100,000	200,000	500,000
TOTAL US$	US$1,500,000	US$2,100,000	US$2,400,000	US$6,000,000

An amended development schedule for La Josefina was ratified in May of 2011 as follows:

·	2007-2008; Exploration Phase I; Investment USD$6,000,000 (completed)

·	2009-2010; Exploration Phase II; Investment USD$2,000,000 (completed)

·	2010-2011; Exploration and Development Phase; including initiation of preliminary economic assessment and scoping level studies (underway);

·	2012-2013; Development; including completion of economic feasibility, production decision and formation of CCSA-Fomicruz Joint Venture Company;

·	2014; Mine Construction Phase

·	2015; Projected Production

At the successful completion of positive pre-feasibility and feasibility studies, which cannot be assured, a new joint venture company will be formed to develop the project. This new company will have joint participating ownership with 91% owned by CCSA and 9% by Fomicruz; however, upon inception Fomicruz may elect to increase its participating interest in the new joint venture company to either 19%, 29% or 49% by reimbursing CCSA 10%, 20% or 40%, respectively, of CCSA’s total investment in the project. Once the choice is made by Fomicruz, there are no means to modify the agreement.

Other conditions of the agreement:

1.	CCSA posted a US$600,000 performance bond (equal to 10% of the total proposed exploration investment).

2.	CCSA must maintain the La Josefina mining rights by paying the annual canons due the province on the project’s 398 pertenencias.

CCSA must complete surface agreements (lease or buy) with the surface landowners, as required by the Federal mining law, to gain legal access to the farms (estancias) that cover the project. Most of the project and all of the current target areas lie within two large farms that have been unoccupied for many years - Estancia La Josefina and Estancia Piedra Labrada. The major part of mineralization occurs on Estancia La Josefina, which CCSA purchased in 2007. CCSA rents Estancia Piedra Labrada, which it uses as an exploration field camp.

As disclosed above, on November 15, 2012, we signed an amendment to our agreement with Fomicruz which extends the time we have to develop the La Josefina project by four years, from 2015 to 2019.

Royalties

Mineral properties in Argentina carry no federal royalties but the provinces are entitled to collect up to 3% mine-mouth royalty.

In Santa Cruz, the province has opted to drop this MMR to 1% if the operation is a precious metals mine that produces doré bullion within the province. The agreement between CCSA and Fomicruz stipulates that any doré bullion resulting from future La Josefina operations must be produced in the province, so it is likely the project will carry the minimal 1% MMR. However, because La Josefina is a Mining Reserve in which the mineral rights belong to Fomicruz, the project also carries an additional 5% MMR payable to the province. Therefore, the total MMR for any future gold/silver/base metal production at La Josefina under the current agreement total 6%.

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Environmental Liabilities

There are no known environmental liabilities associated with the La Josefina Property.

Permits Required

No permits are required at this time to conduct the proposed exploration.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The project is located in the Deseado Massif mineral district in the north-central part of Santa Cruz province, the southernmost of several Argentine provinces comprising a vast, sparsely-populated, steppe-like region of South America known as Patagonia. The nearest town to the project is Gobernador Gregores (population 2,500), about 110 kilometers to the southwest. The nearest Atlantic coastal town is Puerto San Julián (population 6,800), 190 kilometers to the southeast. The project is reached by driving east from Gobernador Gregores for 40 km on gravel Provincial Route 25 – or west from Puerto San Julián for 170 km on the same road – and then north on gravel Provincial Route 12 for 110 km. Provincial Route 12 crosses the edge of the project and continues another 240 kilos north to the oil town of Pico Truncado (population 16,500) in the northeastern part of the province.

The provincial gravel roads are generally accessible via two-wheel drive vehicles in dry weather but can become slippery or cannot be used for short periods when wet, so four wheel drive vehicles are sometimes required to access the project. Gobernador Gregores and Puerto San Julián are both served by fixed wing flights two or three times per week, to and from Comodoro Rivadavia (population 135,813), an important industrial center and port city. Comodoro Rivadavia lies 428 kilometers north of Puerto San Julián. It can be reached via paved National Route 3, a major coastal highway. Comodoro Rivadavia serves as the region’s major supply center for the booming petroleum and mining industries and is served by several airline daily flights to Buenos Aires and other major cities in Argentina. National Route 3 runs from Buenos Aires on the north to Ushuaia at the southernmost tip of the continent and offers all-weather access to a number of sea ports.

The Patagonia region is classified as a continental steppe-like climate. It is arid, very windy and has two distinct seasons, cold and warm. As Patagonia is located in the southern hemisphere, the cold winter months are from May to September and the warmer summer months are from November to March. The average annual precipitation averages only 200 mm (8 inches), much of which occurs as winter snow. Average monthly temperatures range from 3°C to 14°C, but vary widely depending on elevation. The winds are persistent, cool, dry and gusty, averaging about 36 km/h and directed predominantly to the east-southeast off the Andean Cordillera.

The La Josefina project area consists largely of subdued hilly terrain with internal drainages and playa lakes. Elevations range from 300 meters to 800 meters above sea level. Hill slopes are not steep, usually less than 10 degrees, and the rock exposures on these hillsides are typically abundant. Almost all of the mineralization and significant geochemical and geophysical anomalies are found on the crests or the flanks of these subdued hills.

The area is covered by sparse vegetation, consisting mostly of scattered low bushes and grass. In the area the only inhabitants are farm owners and employees. The nearest farms are Los Ventisqueros, Maria Esther, Las Vallas, La Florentina, La Laguna, La Josefina and Piedra Labrada.

The local economy was formerly based largely on sheep herding and marine fishing but in the late-1980s, sheep herding began a steep decline because of the Hudson volcano eruption and a descending economy; for those reasons many of the former large sheep farms are now unoccupied and in disrepair. The prolific sheep herds have since been replaced by overpopulated herds of wild guanacos, ostriches and flamingos (in the playas). One hundred kilometers southeast of the property is the gold-silver epithermal Cerro Vanguardia Mine owned by AngloGold Ashanti Limited and Fomicruz.

Away from the towns and villages in Patagonia there are few power grids and scant telephone service. The many mineral exploration and development camps scattered widely throughout the Deseado Massif typically rely on diesel or gasoline generators for electrical power and satellite phones or radios for communications. Some communities in the region now have wind power generating stations and experimental hydrogen plants (Pico Truncado for example) and it is possible such stations might someday be utilized in mining camps to supplement their power requirements. However, the recent effort by the Santa Cruz Provincial Government to pave the Provincial Route 12, which runs within several kilos of the project, may also include the construction of a power line which runs along the highway.

Manpower is available in the larger communities to serve most exploration or mining operations.

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History

Santa Cruz province - and indeed much of Patagonia - has only a short history of mineral prospecting and mining. Until the Cerro Vanguardia mine was commissioned in late 1989, only a few mineral occurrences had been identified within the 100,000 square kilometer area of the Deseado Massif. Notably, although Coeur d’Alene Mines Corporation ceased active mining operations at its Martha Mine in September, 2012, the Desado Massif continues to host three producing mines: the Cerro Vanguardia Mine (AngloGold Ashanti Limited - Fomicruz), the San Jose – Huevos Verdes Mine (Hochschild Mining plc – Minera Andes Incorporated) and the Manantial Espejo Mine (Pan American Silver Corp.). Additionally, several new mines are being readied for production, and many active exploration projects (including Coeur d’Alene Mines’ Joaquin exploration project) are in progress.

In 1975, the first occurrence of metals known in the La Josefina area was publicly mentioned by the Patagonian delegation of the National Ministry of Mining. They reported the presence of an old lead-zinc mine in veins very near Estancia La Josefina. The mineralization received no further attention until 1994 when a research project by the Institute of Mineral Resources of the Universidad Nacional de la Plata and the geology department of the University of Patagonia San Juan Bosco examined the occurrence. That investigation corroborated not only the presence of base metals, but also precious metals.

In 1994, immediately after the La Josefina gold-silver discovery, Fomicruz claimed the area as a Provincial Mineral Reserve and explored the project in collaboration with the Instituto de Recursos Minerales (INREMI) of La Plata University. The geology and alteration of the project area was mapped at a scale of 1:20,000. Mineralized structures and zones of sinter were mapped at 1:2,500, trenches across the structures were continuously sampled and mapped at scales of 1:100 and ground geophysical surveys consisting of 6,000 m of IP-resistivity and 5,750 meters of magnetic surveys were completed over sectors of greatest interest.

In 1998, after four years of exploring and advancing interest in the project, Fomicruz offered La Josefina for public bidding by international mining companies. In accordance with provincial law, the winner would continue exploring the project to earn the right to share production with Fomicruz of any commercial discoveries. The bid was awarded to Minamérica S. A. (“Minamerica”), a private Argentine mining company. Minamerica dug a limited number of new trenches, initiated a program of systematic surface geochemical sampling, completed several new IP-Resistivity geophysical survey lines and drilled the first exploration holes on the project – 12 diamond core holes totaling 1,320 meters in length. The results of this effort were relatively encouraging but Minamerica nevertheless abandoned the project a year later in 1999.

In 2000, Fomicruz resumed exploration of the project and continued their efforts until 2006. Pits were dug to bedrock on 100- grids over some of the target areas, 3,900 meters of new trenches were dug and sampled, more than 8,000 float, soil and outcrop samples were collected for geochemical analyses, some new IP-Resistivity surveys were completed under contract to Quantec Geophysical Co., and 59 diamond core holes (total 3,680 meters ) were drilled to average shallow depth below surface of 55 s. Of these holes, 37 were NQ-size core (47.6mm diameter ) and 22 were HQ-size core (63.5mm).

Fomicruz reported spending more than US$2.8 million in exploring and improving infrastructure on the La Josefina Project from 1994 to 2006. In late-2006, the La Josefina Project was again opened to international bidding and in May, 2007, CCSA was awarded the right to explore the project. Throughout 2007 and 2008, CCSA was mainly focused on an intensive drill plan (37,605 meters ), and in 2009 and the first quarter of 2010 reviewed all the data gathered in order to generate a geological model for the project, and continued working on regional exploration to define new additional targets for next drilling stages.

Geologic Setting

The La Josefina Project is located near the center of a large non-deformed stable platform known as the Deseado Massif, which covers an area of approximately 100,000 square kilometers in the northern third of Santa Cruz province. The Deseado Massif is a virtual twin of the Somun Cura Massif which encompasses an equally large area in the two adjoining provinces to the north. These two massifs are major metallotectonic features of the Patagonia region, and they are products of the massive continental volcanism formed by extensional rifting during the breakup of the South American and African continents in Jurassic time. The information in this paragraph is derived from “Tectonic Evolution of South America” prepared by Ramos, V.A and Aguirre-Urreta, M.B. in 2000 on behalf of the International Geological Congress.

The massifs are composed primarily of rhyolitic lavas, tuffs and ignimbrites which were erupted over a 50-million year period in middle-to late-Jurassic time (125 to 175 million years ago). The eruptives created a vast volcanic plateau which was subsequently segmented into the two massifs. These massifs are separated and bounded by sediment-filled sag basins: the Neuquén Basin north of the Somun Cura Massif, the San Jorge Basin between the massifs, and the Austral-Magellan Basin south

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of the Deseado Massif. These basins, filled largely with Cretaceous-age non-marine sedimentary rocks, are now sites of Argentina’s largest oil and gas fields.

General Geology of the Deseado Massif

The geology of the Deseado Massif region has been described and discussed in numerous papers and reports published only during the last fifteen years. The geology has been mapped at various scales by government agencies, most recently covered by a series of 1:250,000 quadrangles published by the Instituto de Geología y Recursos Minerales and Servico Geológico Minero Argentino.

The Deseado Massif is dominated by a few major regional sequences comprised of felsic volcanic and volcaniclastic rocks deposited in middle- to late-Jurassic time. The rocks are broken by a series of regional fractures that probably represent reactivated basement fracture zones. Faults that were active during the period of intense Jurassic extension and volcanism trend mostly NNW-SSE and form a series of grabens, half-grabens and horst blocks which are tilted slightly to the east. Since Jurassic time, the rocks have been cut by normal faults of several different orientations, mainly NW-SE and ENE-WSW, but have undergone very little compression. As a result, they remain relatively undeformed and generally flat-lying to gently dipping, except locally where close to faults, volcanic domes or similar features.

Exposures of rocks older than Jurassic are limited. The oldest pre-Jurassic “basement” rocks are small outcrops of metamorphic rocks thought to be late Precambrian to early Paleozoic in age (about 540 Ma). These rocks have been assigned to the La Modesta Formation in the western part of the area and to the Complejo Río Deseado in the eastern part. They consist of schists, phyllites, quartzites, gneisses and amphibolites and plutonic intrusions.

The Precambrian and older Paleozoic rocks are unconformably overlain by thick continental sedimentary sequences of late-Paleozoic to early-Mesozoic age, called La Golondrina Formation and El Tranquilo Group. La Golondrina Formation is Permian (299–251 Ma) and is up to 2,200m of arkosic to lithic sandstones, siltstones and conglomerates deposited in N-S to NW-SE rift basins along older reactivated basement structures. El Tranquilo Group is Triassic in age (251– 200 Ma) and is up to 650m of rhythmically bedded arkosic sandstones and shales which grade upward into conglomerates and redbeds.

The Triassic sequence is intruded and overlain by the first indications of igneous activity related to the crustal separation and extension initiated in early Jurassic: La Leona and the Roca Blanca Formations. La Leona Formation, early Jurassic in age (175–200 Ma), is composed of calc-alkaline granitic intrusive bodies sparsely scattered throughout the northeastern part of the Deseado Massif. The Roca Blanca Formation is also early Jurassic age, and consists of up to 900m of a coarsening-upward fluvial to lacustrine mudstone and sandstone sequence deposited in grabens or other rift basins, mainly in the south-central part of the Deseado Massif. The upper third of the sequence is distinctly richer in volcanic tuffs and other pyroclastic materials.

The Jurassic volcanic rocks are divided into formal units, but can be treated as a single bimodal (andesite-rhyolite) Jurassic volcanic complex. There are three units in this volcanic complex: the Cerro Leon and Bajo Pobre Formations and the Bahía Laura Group. The last two units make up the most extensive unit in the massif.

The Cerro Leon unit (lower to middle Jurassic in age) consists of hypabyssal mafic rocks composed of andesitic to basaltic dykes and shallow intrusions located in the south-central part of the massif. The Bajo Pobre Formation (middle to upper Jurassic in age) is typically 150-200m thick and is locally up to 600m thick. It is composed of andesites and volcanic agglomerates with minor basalts, which intercalate upwards with mafic tuffs, conglomerates and sediments. Olivine basalts, common in the lower part of the formation in the El Tranquilo anticline region are thought to be products of fissure eruptions from rifts related to the early stages of the Gondwana breakup and continental separation.

The Bahia Laura Group (middle to upper Jurassic in age) covers more than half the area of the massif and hosts more than 90 percent of the known gold-silver occurrences. It is a complex sequence of felsic volcanic-sedimentary rocks that has been divided into two formations according to whether there is a predominance of volcanic flows (Chon Aike Formation) vs. a predominance of volcaniclastic and sedimentary debris (La Matilde Formation). These two formations are complexly intercalated and have rapid lateral changes in facies and thickness which make it virtually impossible to define a coherent regional stratigraphy.

Non-marine sediments of late Jurassic to early Cretaceous age occur at various places throughout the Deseado Massif filling structural or erosional basins in the underlying Jurassic terrain. The presence of continental sediments in these basins, typically less than 150 meters thick, indicates that the massif remained as a positive geological feature throughout the Cretaceous. The most extensive cover rocks are a series of young basalt lava flows, Miocene to Quaternary in age, which blanket large parts of the region. The flows are typically only a few s thick except where they fill paleo-valleys in the old land

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surface. In some cases, these thicker lava accumulations stand in relief above the surrounding landscape, providing classic examples of inverted topography caused by differential erosion. The youngest deposit consists of an extensive veneer of Quaternary gravels, especially in the eastern part o the massif.

Geology of the La Josefina Project Area

The oldest unit in the area is the La Modesta Formation, which crops out west of the La Josefina Estancia. It is formed mainly by grey to greenish micaceous-quartz schists and phyllites that occur in small outcrops. An angular unconformity separates the overlying La Modesta Formation from the mid-Jurassic basic to intermediate volcanic rocks of the Bajo Pobre Formation. The most extensive unit is represented by the Jurassic Bahia Laura Group which is divided in the Chon Aike Formation and La Matilde Formation tuffs. The Chon Aike formation is divided into nine members, representing each event a separated volcanic event. Each of the members is comprised of generally similar sequences consisting of basal surge breccia followed by pyroclastic flows (ignimbrites), ash-fall tuffs and finally by re-worked volcaniclastic detritus. Rhyolitic domes intrude the volcanic sequence, grading towards lavas in their upper parts. The lava flows and breccias are best developed in the southern part of the prospect area, where they occur with small vitrophiric bodies. Those volcanic events took place along 4 million years in the upper Jurassic and emplaced the epithermal system that generated the mineralization. Around 800 meters east of La Josefina farm old facilities there is a hill oriented north-south 200 meters long and 20 meters wide, with outcrops of a mega-breccia made out of ignimbrite boulders about 2-3 cubic meters in size . Finally, covering large extensions in the northern part of the area, Tertiary and Quaternary basaltic levels complete the geological sequence.

La Josefina basically draws matching geological features of The Deseado Massif:

·	There is one outcrop of metamorphic basement rocks belonging to the Paleozoic-age La Modesta Formation

·	There are several small inliers of andesitic volcanics belonging to the Bajo Pobre Formation which underlies the Chon Aike Formation

·	The area is dominated by Jurassic-age rhyolitic volcanic units. They belong to Chon Aike Formation.

·	Sedimentary and volcaniclastic units of Roca Blanca and La Matilde Formations are not present in the area, or perhaps have not been recognized or mapped yet

·	About half of the area is covered by thin Quaternary basalt flows

·	The project is crossed by a number of conjugate NNW-SSE and NE-SW sets of strong fault lineaments which are similar to those occurring throughout the Deseado Massif region

Deposit Types

The Deseado Massif is characterized by the presence of low-sulphidation type epithermal vein deposits that are spatially, temporally and genetically related to a complex and long-lived (more than 30 million years) Jurassic bimodal magmatic event associated with tectonic extension that spread out in a surface of 60,000 km 2 . The Deseado Massif hosts three active mines, including Cerro Vanguardia (AngloGold Ashanti Limited/Fomicruz), San José (Hochschild Mining plc/Minera Andes Incorporated) and Manantial Espejo (Pan American Silver Corp.). In addition, the region boasts a number of projects at the feasibility stage as well as more than 30 properties at the exploration stage.

Epithermal deposits are high-level hydrothermal systems which usually form within one kilo of the surface at relatively low temperatures, generally in the range of 50°C to 200°C. They commonly represent deeper parts of fossil geothermal systems and some are associated with hot-spring activity at or near the surface. The term low-sulphidation represents a variety of epithermal deposits characteristically deficient in sulfide minerals. These low-sulphidation systems are also often called “quartz-adularia” vein systems after the two most common gangue (non-valuable) minerals in the veins – quartz and adularia (a potassium-aluminum bearing silicate mineral that forms from low-temperature hydrothermal solutions and is considered diagnostic of a low-sulphidation environment. The known deposits are steeply-dipping to sub-vertical fissure vein systems associated with intermediate to felsic volcanic centers in areas of regional faulting and are localized by structures, up to a or more in width and hundreds of s to several kilos in length.

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Most of the epithermal systems in the Deseado Massif consist of steeply-dipping tabular veins and breccias. The mineralization of economic interest in these veins generally occurs over a limited vertical range and is concentrated in discrete bodies (“shoots”) of comparatively small lateral dimensions. They are comprised of quartz veins, stockwork veins and breccias that carry gold, electrum (a gold-silver alloy), silver sulfosalts, and up to a few percent sulfide minerals, mainly pyrite, with variable, but usually small, amounts of base metal sulfides – sphalerite, galena, and/or chalcopyrite. The thickening and thinning along and down the structure - often referred to as “pinch and swell” - is responsible for rod-like high-grade ore shoots that are hallmarks of these systems. Common gangue minerals in the veins are quartz and other forms of silica, such as chalcedony, together with variable amounts of adularia, sericite, and sometimes distinct blades of calcite and rarely barite, either of which may be totally replaced by silica.

The metals associated with low sulphidation epithermal systems are commonly zoned laterally along strike and vertically with depth. The zonation can vary considerably from area to area, but the classic zonation pattern consists of a gold and silver top giving way vertically over a few hundred s depth to a relatively silver-rich zone with continuously increasing base metals (dominantly lead and zinc with sparse copper) at increasing depth. Mineralized epithermal vein systems are also very commonly associated with anomalous amounts of arsenic, mercury, antimony, thallium and/or potassium. Any or all of these elements can form broad halos of varying widths and intensities around the vein systems and they often serve as pathfinder elements in the geochemical exploration for epithermal mineral deposits. The geochemical signature of the Deseado Massif’s typical epithermal deposit is characterized by anomalous precious metals (gold-silver) and locally anomalous amounts of arsenic, mercury, antimony, mercury, lead, zinc, manganese and copper.

The alteration halos extending outward in the wall-rocks away from the vein systems are typically relatively small in extent. In the Deseado Massif, more than 90 percent of the epithermal occurrences are hosted by silica-rich rhyodacitic tuffs and ash flow tuffs of the Chon Aike Formation. These rocks are chemically non-reactive and thus not usually widely or conspicuously altered, except perhaps close to the vein where they may be intensely and pervasively silicified. Halos of argillic, sericitic and prophyllitic alteration typically extend outward from the vein for a few s to rarely a few tens of s. In contrast, the andesitic lavas and volcaniclastics of the underlying Bajo Pobre Formation, which host about five percent of the epithermal occurrences, often show conspicuous clay alteration envelopes of variable width and intensity extending outward from the silicification adjacent to the vein.

In addition to the classic low sulphidation epithermal vein systems, La Josefina contains an additional target that represents an uncommon variation of the epithermal deposit model known as hot springs-type gold. Formed as the surface expression of an epithermal system at depth, hot springs-type deposits are characterized by laminated silica layers, known as “sinter,” which occasionally may contain some gold. The pipeline conduit, or feeder, for these sinters may contain hydrothermal breccias (“pipeline” breccias).

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Mineralization and Alteration

The mineralization at the La Josefina Project is contained in a vein system hosted by ignimbrites of the Chon Aike Formation which is localized within geological structures and are often a meter or more wide and hundreds of meters long. The dominant mineralization trend is N-NNW (10 km long), with minor ENE trends (1.2 km wide). Mineralization is comprised of steeply-dipping quartz veins and veinlets, vein stockworks, hydrothermal breccias and a sinter that carry gold, silver, electrum and some sulphides. Vein swarms are 1 to 18 m wide and have discontinuous strike lengths ranging from tens of meters to 1.5m. The veins commonly have open spaces and show evidence of multiple generations of quartz. Quartz textures include massive, brecciated, crustiform and colloform banding with comb, cockade and lattice bladed textures. The textures and other characteristics observed in these veins suggest that the veins representing high-level parts of epithermal systems. This suggests that mineralization in the veins could extend well below the depths tested by drilling.

Historical exploration completed by Fomicruz, Minamérica and CCSA defined four general targets in the La Josefina Project:

1. Noreste Area (which includes the Sinter, Subsinter and Lejano targets)

2. Veta Norte Area (which includes the Veta Sur, Cecilia, and Amanda targets)

3. Central Area

4. Piedra Labrada Area

Description of Mineralized Zones

Noreste Area

The Noreste area is a 28-square kilometer area in the northeast part of the project consisting of three separate target areas: Sinter, Subsinter and Lejano. The host rocks are various Chon Aike ignimbrite members exposed in large windows eroded through a cover of thin Cenozoic basalt flows. The Subsinter and Lejano targets have had limited surface sampling and no drilling to date; these targets are based largely on the presence of exposed surface alteration (mainly argillic with some silicification) and moderately anomalous amounts of possible pathfinder elements (As and Sb). Fomicruz believes these targets represent very high levels of hydrothermal systems because there are no obvious veins or gold anomalies at the surface.

Sinter Target

The Sinter target received its name from an outcropping layer of interlaminated silica-hematite interpreted to be a subaqueous, gold-bearing, hot spring sinter probably deposited in a lagoon or lake. The sinter layer is exposed discontinuously for 2.5 kilometers in a NW-SE direction over a width of 300 meters or more. Its maximum thickness in outcrop is about 2m . It dips moderately to the WSW, and rests on weakly silicified lapilli tuffs and reworked volcaniclastic units. The sinter consists of yellow and red iron oxides interlaminated with chert and in small scale very much resembles many classic exhalative laminated banded iron formations. The laminations are locally slightly contorted and show other features suggestive of soft-sediment deformation in a subaqueous environment. Occasional annular ring structures up to 15 cm in diameter are present; these have been interpreted as outgassing conduits in soft siliceous clay that was subsequently filled by chalcedonic silica. Regardless of origin, the Sinter target is very much different from the fissure vein systems common throughout the Deseado Massif.

The best exposure is Mogote Hormigas, a 600- meter long sinter-capped hill bounded on the east by a NW-SE fracture zone that displaces the sinter layer. The sinter exposures at Mogote Hormigas are locally gold-bearing with grains of electrum that are occasionally visible in outcrop samples. Breccias of probable hydrothermal origin are closely associated with the sinter zone and appear to host the richest mineralization in the trenches and drill cores from this target. The breccias may be hydrothermal vents or feeders for mineralization because gold values in the sinter appear to decrease away from the breccia bodies, perhaps similar to the “hot springs-type” deposit model discussed previously. The gold-bearing sinter outcrop sample mentioned above is located within a few meters of an underlying breccia body exposed in a cross-cutting trench.

Minamérica and Fomicruz tested outcrop areas in the Sinter target with 22 core holes drilled to average depths of less than 60 meters . Twelve of these holes tested the Mogote Hormigas zone but failed to demonstrate continuity of the gold mineralization either on strike or to the shallow depths tested by the drilling. Offsets to the high-grade interval hit in DDH-12, both along strike and under the interval at depth, failed to intersect any significant gold mineralization. Existing geophysical surveys show a high resistivity anomaly (possible silicification) and a chargeability anomaly (possible sulfides) about 225 meters beneath the strongest trench and drill samples at Mogote Hormigas, but the model for mineralization remains uncertain. This geophysical target has not yet been tested.

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CCSA tested the Sinter target with 22 new drill holes in 2007-2008. Most of the holes contained widespread shallow gold mineralization; this suggests the existence of a possible large bulk-tonnage target in the tuffaceous units which lie immediately beneath the silica-iron sinter capping. Two of the new holes intercepted encouraging intervals of higher-grade gold mineralization at relatively shallow depth.

Veta Norte Area

Veta Norte includes an area of 3 square kilos in the northeast central part of the project between the Noreste and Central target areas. It consists of a prominent north-south fissure vein system hosted by a lithic-rich pumiceous ignimbrite which is strongly silicified within a few meters of the veins. The system is more than 1500 meters long, forming a broad sigmoidal curve along strike with intermittent widening (up to 7 meters ) and narrowing in classic pinch-and-swell fashion. The system is divided into six segments, possibly separated and slightly offset along strike by NE-SW cross faults. Alternatively, they maybe in echelon segments. From north to south, these segments are Veta Flaca, Veta Amanda/Veta Cecilia, Veta Cruzada, Veta Norte, and Veta Sur.

All of these segments are gold-bearing, with outcrop and trench samples across the veins commonly containing 2 to 5 g/t gold over lengths of 1 to 4 meters . The veins consist of colloform-banded quartz, quartz veinlets, and breccias. The veins contain adularia, bladed silica after calcite, barite, small amounts of visible gold, pyrite, chalcopyrite, bornite, specular hematite, galena, sphalerite, and silver-sulfosalt minerals. Some zoning of these minerals has been noted along strike – specifically, more adularia to the north and more barite to the south.

Prior to 2007, the Veta Norte system had been tested along 900 meters of strike with only 15 widely-spaced, shallow core holes to an average depth of less than 60 meters . Ten of these holes intersected gold with grades and widths similar to or better than the surface samples. The drilling completed by Cerro Cazador in 2008 and 2009 tested the Veta Norte vein targets with 174 core holes, establishing that the mineralization in the system locally extends to at least 250 meters below surface and defining significant mineralization in the Veta Sur, Veta Amanda, and Veta Cecilia targets described as follows:

Veta Amanda

One of the more promising of the mineralized vein segments tested to date is the Veta Amanda target in the north-central part of the Veta Norte area vein system. Veta Amanda occurs at a prominent widening (swell) formed within a concave-east curve in the north-central part of the Veta Norte vein system. Six of the ten mineralized holes drilled by Fomicruz: and Minamérica in the Veta Norte vein system were in a 250- meter segment of Veta Amanda. Those holes demonstrated excellent continuity of mineralization along strike and to a depth of at least 40 or 50 meters . The mineralization occurs in as many as 7 closely-spaced, sub-parallel, intermittent veins having widths of 0.5 to 2.0 meters or more. Only two of these veins crop out at the surface; the others either pinch-out before reaching the surface or are covered by alluvium. The vein consisted mainly of colloform-banded quartz veinlets with adularia, silica blades after calcite and up to 2% fine-grained sulfides, features compatible with a high-level epithermal system. The host rock is a pervasively silicified tuff. Classic epithermal vein models suggest that these many closely-spaced, sub-parallel high-level veins could possibly merge at depth into a wide, gold-rich mineralized shoot.

Cerro Cazador completed 84 diamond drill holes that targeted both the Amanda Vein and the sub-parallel Cecilia Vein. Both of these veins had relatively good continuity over widths of up to 2 meters or more and the mineralization appears to go to depth.

Mineral Exploration Activity – La Josefina

Between November 2007 and December 2008, CCSA completed a 37,605 meters drilling program on the La Josefina property.

During 2009, the Company’s focus with respect to the La Josefina project was data interpretation, resource estimation and exploration planning. The Company did not conduct any drilling activity on the La Josefina property during the fiscal year ended December 31, 2010. Full details regarding the Company’s resource estimate are included in the Company’s La Josefina 2010 Technical Report and filed on SEDAR on October 4, 2010.

A revised schedule for exploration and development of the La Josefina project was submitted in writing to Fomicruz and was adopted on May 3, 2011, mandating that an economic feasibility study and production decision be made by the Company for the La Josefina project by the end of 2013.

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During 2011, we drilled 203 core holes totaling 18,886 meters , collected 56 surface channel samples, and completed 85 trenches totaling 4,401 meters . All exploration expenditures were funded from working capital.

We suspended drilling operations on La Josefina in late 2011, but we continued to conduct reconnaissance exploration during 2012 (including geologic mapping, as well as, surface chip, channel and trench sampling), as we worked to renegotiate CCSA’s exploration agreement with Fomicruz.

On November 15, 2012, we signed an amendment to our agreement with Fomicruz which extends the time we have to develop the La Josefina project by four years, from 2015 to 2019.

Given the current economic climate, we are currently focused on managing our funds under a policy of cash conservation, limiting expenditures to only essential strategic items.

Sampling Method and Approach

Historical Surface Samples

Previous workers on the La Josefina Project have taken both surface rock chip and trench samples, and results are discussed in the section above “La Josefina Technical Report – Exploration”. Maps showing the sample location and analytical results were reviewed by the authors of the 2007 Technical Report in the Fomicruz office in Rio Gallegos and Cerro Cazador’s offices in Puerto San Julián and their field camp office at Estancia Piedra Labrada. Many details regarding size of the samples, methods, etc., are not known, but it is apparent that much of the sampling represents channel samples taken along trenches and across outcrops. Additionally, most of the sampling appears to have been focused on surface areas with relatively conspicuous mineralization or alteration.

Historical drill samples

The drill core consists of both HQ (63.5 mm diameter ) and NQ (47.6 mm diameters ) size core that was sawn in half with a diamond saw after being logged and the sampling intervals marked by a geologist. A one half split of the core for each interval was then sent for assay to either ALS Chemex, in the case of Minamérica S.A., or Fomicruz’s own laboratory. The remaining half of the sawn core was returned to the original core box and retained for archival purposes. The entire Fomicruz drill core is currently securely stored in a warehouse in the Estancia Piedra Labrada field camp where it was found by James Ebisch, R.P. Geo., the author of the La Josefina NI 43-101 Technical Report dated September 2009, to be neatly stacked and clearly labeled. The Minamérica S.A. drill core until a few years ago was stored in a building in Puerto San Julián but unfortunately was all inadvertently destroyed when the building was demolished.

Recent surface samples

Surface sampling consists of channel-type samples, which is the most representative surface sampling method. Staff geologists decide where to sample based upon mineralization and alteration. They then mark the outcrop for the sample intervals with paint and describe the sample locations and alteration, mineralization, and lithologic features for each sample interval. While documenting the sample details, they also supervise technical help to saw parallel cuts in the rock with a hand-held electric diamond saw (similar to a hand–held circular saw used in residential construction). The parallel cuts are 6.4 centimeters apart and 3.8 centimeters deep (roughly the size of split HQ drill core). The technicians then chisel out samples from between the sawn cuts in the rocks to a depth of 3.8 centimeters . The samples are bagged while chiseled, and then the bags are sealed upon completion.

Recent drill samples

The drill core consists of HQ (63.5 millimetre diameter ) size core. The drill core is removed from the core barrel by the drill crew and placed in “core” boxes with wooden blocks documenting the drilled core interval. The boxes are sealed and taken from the drill rig by technicians to tables in an indoor core logging facility. Staff geologists then log the core, which includes determining core recovery for drilled intervals, documenting lithology, mineralization, alteration, and structural features. During this procedure, the geologist also marks the sample intervals based upon the geologic features noted. These sample intervals commonly range from 0.4 to 1.5 meters in length. The geologist also marks the cut line on the core to optimize the symmetry of the mineralization. The technicians then photograph the core, both in a wet and dry condition. Next, they saw the core in half using a large diamond-bladed saw, returning both halves to the core box. The logging geologist then places one half of the sawn core sample into a sample bag marked with the appropriate sample number, and seals the bag with a

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“zip-tie”. These samples are then organized according to sample number, at which time blanks and standards are randomly placed in the sample sequence within separate sample bags that will be submitted along with the actual core samples. The blanks and standards, with a known precious and base metal content, help to verify the accuracy of the lab results for the actual core samples. Finally, the sample bags are placed into large rice bags, secured with zip ties, and stored in a locked container until they are shipped by truck to a bus station for transport to the ALS Chemex prep facility. These security procedures tend to preclude any tampering with the core samples.

Verification Samples

A total of nineteen verification samples were taken during the 2009 site visit by Mr. Ebisch. Only one of these samples was taken from outcrop. The other eighteen samples consisted of quartered drill core from some very well-mineralized intervals. Much of the sampled drill core contained significant amounts of sulfide minerals, consistent with Cerro Cazador assays. The observed mineralization was consistent with that of epithermal vein systems. The samples were quartered by a technician at the Cerro Cazador core facility under the supervision of Mr. Ebisch who then placed the quartered core into appropriately-marked sample bags. The check sample intervals corresponded exactly to the Cerro Cazador sample intervals. The nineteen samples were placed in a rice bag that was sealed with a zip tie. They were then transported personally by Mr. Ebisch as luggage to the United States from where the samples were shipped by United Parcel Service to the ALS Chemex Lab in Reno, Nevada.

Silver and base metals contents were evaluated at ALS Chemex through Inductively Coupled Plasma Spectrometry (“ICP”) while gold was evaluated by fire assay and Atomic Absorption Spectrometry (“AAS”). Results of check assays for the core and a comparison to Cerro Cazador assays can be seen in Table 8.

Table 8

NI 43-101 Check Assays

Assay Comparison

DDH & Interval (s)	Au (ppm)	Ag (ppm)	Cu (%)	Pb (%)

D08-127 125.65-126.07	5.75 / 5.95	185 / 218	5.08 / 6.00	0.13 / 0.11
D08-127 126.07-126.40	2.63 / 2.35	224 / 199	10.15 / 7.99	0.04 / 0.04
D08-127 126.40-126.80	2.88 / 3.13	349 / 297	19.75 / 17.20	0.09 / 0.06
D08-127 126.80-127.20	4.57 / 5.84	229 / 273	3.98 / 5.35	0.42 / 0.27

D08-130 114.30-114.70	4.35 / 5.39	71 / 118	1.49 / 1.94	0.52 / 0.58
D08-130 114.70-115.10	3.17 / 3.61	97/ 88	1.38 / 1.97	0.53 / 0.33
D08-130 115.10-115.70	2.09 / 3.01	95 / 105	1.41 / 1.47	0.98 / 0.84
D08-130 115.70-116.05	2.46 / 1.86	340 / 441	12.50 / 19.90	0.41 / 0.35
D08-130 116.05-116.50	7.15 / 5.51	308 / 326	5.59 / 5.38	0.37 / 0.32
D08-130 116.50-116.90	5.48 / 7.54	182 / 281	2.25 / 3.95	0.67 / 0.76

D08-134 98.60-99.30	6.17 / 4.37	1055 / 1020	1.14 / 1.22	1.65 / 2.19
D08-134 99.30-99.70	2.44 / 1.70	4720 / 3120	0.23 / 0.18	19.15 / 16.35
D08-134 99.70-100.10	2.36 / 1.56	2360 / 1475	2.02 / 0.20	24.2 / >20
D08-134 100.10-100.50	24.5 / 6.31	875 / 3380	1.13 / 4.24	0.64 / 1.17

D08-137 74.70-76.30	3.56 / 4.81	241 / 328	0.73 / 1.00	1.26 / 1.45
D08-137 76.30-77.00	1.19 / 0.86	960 / 1395	3.64 / 4.25	26.50 / >20
D08-137 77.00-77.50	1.07 / 1.35	738 / 786	2.96 / 2.90	5.61 / 8.88
D08-137 77.50-78.40	0.71 / 1.14	218 / 151	0.33 / 0.31	2.79 / 2.02

Sample Preparation, Analyses and Security

Historical sampling

Samples collected by Fomicruz were sent for preparation and analysis mainly to their own internal laboratory in Rio Gallegos for preparation and analysis and those of Minamérica S.A. were analyzed by Bondar Clegg ITS and ALS Chemex Laboratory in Mendoza, Argentina. Few details are available regarding the handling of these samples; although it is obvious the drill core was examined by competent geologists who carefully marked sample intervals on the core for splitting (sawing in half). In one

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historical report, it was mentioned that cross checking of some Fomicruz analyses by ALS Chemex in 2004 showed that gold values below 0.04 g/t Au were often over-estimated and that silver values below 10 g/t Ag were sometimes under-estimated. Gold results in the 1 g/t Au range or greater were generally in agreement between the two labs.

Almost no other information exists regarding the quality assurance/quality control (“QA/QC”) sampling protocols of these two companies. Available data indicates that the other exploration methodologies used by these companies is in general of good professional quality and there is no reason to believe the sampling and analysis were not also carried out using acceptable procedures and methods.

Recent Sampling

Samples collected by Cerro Cazador are sealed, organized, and stored in a locked container until shipped by truck to a bus station for transport to the ALS Chemex prep facility located in Mendoza, Argentina. From Mendoza, the pulps are sent to the ALS Chemex Assay Lab in Serena, Chile. The ALS Chemex laboratory is an ISO 9001:2000 and ISO 17025:1999 accredited facility. QA/QC procedures include the use of barren material to clean sample preparation equipment between well-mineralized samples and monitoring the particle size of crushed material and the fineness of the final sample pulp. Analytical accuracy and precision are monitored by the analysis of re-agent blanks, reference materials, and replicate samples. ALS Chemex also maintains an extensive library of international and in-house standards for quality control purposes. The results were examined by Mr. Ebisch and in his opinion; no unusual or suspect analytical results were reported. In addition, the sample preparation, security, and analytical procedures were accurate and standard. No employee, officer, director, or associate of Cerro Cazador conducted any aspect of sample preparation.

Samples were initially analyzed for 34 elements, including gold and silver. Elements other than gold were analyzed using a four acid digestion and inductively coupled plasma atomic emission spectroscopy (“ICP AES”) method. Gold was analyzed with a 50 gram sample using fire assay with an atomic absorption finish. High-grade samples of gold and silver are analyzed using a gravimetric finish. Higher grades of copper, lead, and zinc were analyzed using a four acid digestion and atomic absorption finish.

In each sequence of twenty samples, Cerro Cazador inserts three control samples for verification of laboratory quality. These include one blank sample (established barren crystal tuff), one core quarter duplicate, and one standard (3 different standards are purchased from an accredited lab and rotated periodically).

Verification sampling

Nineteen verification samples were taken by Mr. Ebisch, an Independent Qualified Person as defined by NI 43-101. Mr. Ebisch has no direct interest in the La Josefina Project or in Cerro Cazador S.A. These verification samples were handled entirely by Mr. Ebisch. No officer, director or associate of Cerro Cazador was in contact with the samples. Mr. Ebisch personally carried these samples as luggage to the United States from where they were sent by United Parcel Service to ALS Chemex laboratory in Reno, Nevada.

For all sample preparation and analysis activities, ALS Chemex routinely maintains logs which provide a QA/QC trail for any problems that may occur in the sample preparation or analytical processes. Blanks and standards are routinely put in each batch of samples as a way of tracking and maintaining analytical quality and error reports are generated automatically to warn of any reference or check materials that fall outside the established control limits. The sample preparation procedures consist of drying, crushing and splitting a 300g subset from the original pulp and pulverizing to 75 microns, taking a 50g split of this for a 3-hour hot aqua regia digestion, and following with a fire assay for gold using an AAS finish.

For any samples with more than 5 g/t Au, a gravity finish is used. Other elements are analyzed with an ICP procedure, with samples having more than 100 g/t Ag followed with fire assay and a gravity finish and samples with more than 1% copper, cobalt, molybdenum, nickel, lead or zinc followed with an AAS analysis. Mr. Ebisch believes that the preparation, security and analytical procedures used for the verification samples are adequate and meet or exceed industry accepted standards.

The assay certificates for the verification sampling may be found in Appendix D to the La Josefina 2010 Technical Report. The comparison of selected geochemical results can be seen in Table 8. It is Mr. Ebisch’s opinion that the results seen in Table 8 indicate that both the original assays and the check assays contain base and precious metal values that are nearly equivalent, especially given the nature of the selected samples that were submitted for a check analysis. Only one sample yielded results that seemed to vary significantly. DDH D08-134, 100.10-100.50 meters returned 24.5 ppm gold in the Cerro Cazador assay, but only 6.31 ppm gold in the check assay. However, the Cerro Cazador Ag assay of that same interval returned 875 ppm

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silver while the check assay yielded a result of 3380 ppm Ag. The high-grade nature of the original and the check samples makes it hard to replicate every sample value. Overall, however, the comparisons seen in Table 8 indicate that the quartered core taken by Mr. Ebisch is representative of the original samples. It also suggests that reproducibility of results is quite consistent, especially given the high-grades samples that were the subject of this investigation.

La Valenciana Property

We have entered into an agreement with Fomicruz effective as of November 15, 2012, for the right to explore and develop the La Valenciana property. The property is located on the central-north area of the Santa Cruz Province, Argentina, and is located 25 kilometers to the west of the Company’s main Piedra Labrada base camp. The project encompasses an area of approximately 29,600 hectares, and is contiguous to the Company’s La Josefina property to the east. Several historical exploration programs have taken place to date at La Valenciana, with the most recent exploration being conducted by CCSA.

Exploration efforts to date at La Valenciana have focused on sampling of three main high priority targets with mineralization exposed at surface – namely, Veta Principal, La Florentina and Estancia. Such sampling work was undertaken for due diligence purposes and not for the purposes of resource estimation. A total of 692 samples were collected from the three main target areas and a few outlying areas at the La Valenciana property. The great majority of these are continuous samples taken from channels sawed along the walls of existing historical trenches and across other outcrops in the target areas. All samples were collected and handled in accordance with standard industry practices, and all samples were prepared and assayed by an arm’s length, professional laboratory with multinational operations.

In a news release dated February 21, 2013, we announced the following results of the due diligence sampling work. Mel Klohn, Senior Technical Advisor for the Company, is the Qualified Person under NI 43-101 who approved the technical content of the new release.

Veta Principal

Veta Principal represents a large, precious metal bearing, epithermal vein system with a strike length of at least 2,000 meters. The vein trends generally north-south and ranges in width from 0.5 to 3.0 meters , swelling locally to a width of 10 meters . The host rock consists of Jurassic age crystal tuffs. Mineralization occurs in episodically banded quartz veins and hydrothermal breccias associated with small amounts of iron, copper and lead sulfide minerals. Several locations along this vein system were historically explored with ten shallow drill holes averaging less than 65 meters sin length and 53 trenches averaging 23 meters in length. Results of this work were inconclusive. CCSA collected 217 total samples from trenches and other outcrops along a 1000- meter segment of the Veta Principal trend. A total of 165 channel samples were collected from 11 of the historical trenches. Channels 3 to 4 centi meters wide and deep, and up to 21 meters long, were sawed along the walls of the trenches and sampled over continuous intervals of 0.4 to 1.9 meters in length. The weighted average gold content of all samples was 0.88 gram per ton gold, with 22 percent of the samples containing at least 1.0 gram per ton up to 11.58 grams per ton gold. Significant mineralization encountered in this sampling is summarized in the following table:

Veta Principal Trench Sampling
Trench	Length (m)	From (m)	To (m)	Width (m)	Width (ft)	Gold (g/t)	Silver (g/t)
SVP-T09-001	15.55	0.80	3.75	2.95	9.68	3.89	5
SVP-T09-002	13.60	0.00	4.10 Including:	4.10 1.00	13.45 3.28	5.36 10.84	16 14
SVP-T09-003	15.56	0.00 9.31	1.00 9.71	1.00 0.40	3.28 1.31	1.02 2.14	1 1
SVP-T09-004	11.05	6.80	8.80	2.00	6.56	0.90	1
SVP-T09-005	9.70	0.00	8.80 Including:	8.80 1.00	28.87 3.28	3.52 8.05	4 13
SVP-T09-006	20.70	20.00	20.70	0.70	2.30	1.01	2
SVP-T09-007	16.57	0.90 4.90	2.50 7.00	1.60 2.10	5.25 6.89	3.80 3.52	5 4
SVP-T09-008	23.78	3.50	4.50	1.00	3.28	1.11	2
SVP-T09-009	13.75	0.00 10.85	2.85 12.45	2.85 1.60	9.35 5.25	1.56 1.14	56 10
SVP-T09-010	4.00	No mineralization > 0.5 g/t Au
SVP-T09-011	8.80	1.10	3.20	2.10	6.89	0.67	10

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Note: The widths reported above are horizontal widths across the vein, not necessarily the true width of mineralization. Because the vein is, however, very steeply dipping, approaching sub-vertical in places, the reported widths probably represent 90-100% of the true widths. Trenches SVP-T09-001 to -003 are spaced 25-65 meters apart along a 100- meters segment of the vein in the southern portion of the known Veta Principal system. Trenches SVP-T09-004 to -007 start 210 meters farther north, are spaced 90-180 meters apart and examine a 420 segment of the vein system. Trenches SVP-T09-008 to -011 start another 190 meters farther north, are spaced 10 to 60 meters apart and focus on a 105-meters segment of the vein system.

La Florentina

The La Florentina target, about 5.5 kilos east-northeast of Veta Principal, encompasses a 2.5 square kilometers area of a broad north-south trending stockwork system consisting of small quartz veins and hydrothermal breccias. CCSA’s recent exploration in the La Florentina stockwork system collected 256 sawed continuous channels cut along the walls of 6 old historical trenches and other outcrops in the target area. The samples returned values ranging from less than detection to 4.10 grams per ton gold and 2,521 grams per ton silver. The trench sampling is summarized in the following table:

La Florentian Trench Sampling
Trench	Length (m)	From (m)	To (m)	Width (m)	Width (ft)	Gold (g/t)	Silver (g/t)
SVP-T09-012	14.03	No mineralization > 0.5 g/t gold
SVP-T09-013	8.55	4.10	5.40	1.30	4.26	1.14	206
SVP-T09-014	15.56	No mineralization > 0.5 g/t gold
SVP-T09-015	4.17	1.30	3.62 Including:	2.22 0.45	7.28 1.48	1.72 4.10	647 2,521
SVP-T09-016	11.80	No mineralization > 0.5 g/t gold
SVP-T09-017	11.10	0.4	0.80	0.40	1.31	0.59	46
SVP-T09-018	7.90	0.60 5.55	1.00 6.45	0.40 0.90	1.31 2.95	1.01 2.21	8 4

Estancia

The Estancia target area, approximately 5 kilo meters west of Veta Principal, is a 5 square kilo meter area consisting of a series of brecciated subparallel quartz veins and stockworks which are intermittently exposed along northwest and northeast cross-trending structural zones from 400 to 700 meters in length. A primary target is the northwest-trending Rosario vein, exposed over a 250- meter strike length. A total of 169 outcrop grab samples and 20 discontinuous chip samples have been collected from the Estancia target area. Of these, 25 contain more than 0.50 grams per ton gold with 15 having from 1.0 grams per ton gold up to 15.20 grams per ton gold, and up to 4,634 grams per ton silver, as shown in the table below.

Estancia Outcrop Grab Samples > 0.5 g/t Au
Sample #	Gold (g/t)	Silver (g/t)	Copper (ppm)	Lead (ppm)
CCSA50051	15.20	51	161	586
CCSA50050	14.00	60	260	724
CCSA50049	13.50	51	58	258
CCSA03021	7.90	37	835	8,343

CCSA50048	6.00	32	35	300

CCSA02843	5.11	324	128	578
CCSA02806	4.72	138	343	4,561
CCSA02876	3.81	564	261	801
CCSA02807	3.68	16	384	5,315
CCSA02801	3.19	69	17	149
CCSA02805	2.07	107	1,514	14,300
CCSA02846	1.68	833	108	894

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	Estancia Outcrop Grab Samples > 0.5 g/t Au
Sample #	Gold (g/t)	Silver (g/t)	Copper (ppm)	Lead (ppm)
CCSA03000	1.48	760	1,026	973
CCSA02844	1.42	438	155	442
CCSA02874	1.20	4,634	173	1,238
CCSA02997	0.92	1,072	93	5,110
CCSA50042	0.90	1	20	223
CCSA02808	0.79	8	252	1,206
CCSA02875	0.78	146	49	651
CCSA02841	0.72	35	27	369
CCSA02810	0.69	666	146	961
CCSA02845	0.52	155	268	504
CCSA02803	0.52	16	59	1,008
CCSA02850	0.51	775	188	11,137

Bajo Pobré Property

In January, 2006, CCSA signed a letter of intent with FK Minera S.A., an arm’s length party to CCSA and CCSA’s former parent corporation, to acquire a 100% interest in the Bajo Pobré property, a gold exploration property located in Santa Cruz province, Argentina. On March 27, 2007 CCSA signed a definitive lease purchase agreement with FK Minera to acquire the Bajo Pobré property. Pursuant to this agreement, CCSA can earn up to a 100% equity interest in the Bajo Pobré property by making cash payments and exploration expenditures over a 5 year earn-in period. The Bajo Pobré property covers 3,190 hectares. The Bajo Pobré property is mainly on the Estancia Bajo Pobré.

The Company’s Bajo Pobré project does not have any known reserves, and the property does not have any processing infrastructure or equipment on site. There are no power generation facilities on the property, and if it was to become a mine a power generation facility would have to be built or power lines would have to be run to the project. The property does have access to a good water supply that can be utilized for both drilling and processing should it become a mine.

The required expenditures and ownership levels upon meeting those requirements are:

Year of the Agreement	Payment to FK Minera S.A.	Exploration Expenditures	Ownership
First Year (2007)	US$50,000	US$250,000	0%
Second Year (2008)	US$30,000	US$250,000	0%
Third Year (2009)	US$50,000	$0	51%
Fourth Year (2010)	US$50,000	$0	60%
Fifth Year (2011)	US$50,000	$0	100%

If CCSA is able to commence commercial production on the Bajo Pobré property, CCSA shall pay FK Minera S.A. the greater of a 1% Net Smelter Royalty (“NSR”) on commercial production or US$100,000 per year. CCSA has the option to purchase the NSR for a lump sum payment of US$1,000,000 less the sum of all royalty payments made to FK Minera S.A. to that point.

CCSA has made all option payments to FK Minera required by the Bajo Pobré lease purchase agreement but has not completed all the required exploration expenditures required by the agreement, and the parties have not finalized an amendment to the contract terms. Therefore, our Company’s ability to retain rights to explore the Bajo Pobré property is uncertain at this time.

Mineral Exploration Activity - Bajo Pobré

The Company completed detailed geological mapping, surface soil sampling and advanced drill targeting during 2012 on the Bajo Pobré project .

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El Gateado Property

In March, 2006, CCSA acquired the right to conduct exploration on, through a claims staking process, the El Gateado property for a period of at least 1,000 days, commencing after the Argentine Government issues a formal claim notice, and retain 100% ownership of any mineral deposit found within.

We have not yet received a formal claim notice pertaining to the El Gateado property. Should a mineral deposit be discovered, CCSA has the exclusive option to file for mining rights on the property. The surface rights of our El Gateado claim our held by the following Ranches, Estancia Los Ventisqueros, Estancia La Primavera, Estancia La Virginia and Estancia Piedra Labrada. The El Gateado claims are filed with the government of Argentina under file #406.776/DPS/06.

El Gateado is a 10,000 hectare exploration concession filed with the Santa Cruz Provincial mining authority. The El Gateado property is located in the north-central part of Santa Cruz province.

The El Gateado property does not have any processing facilities or equipment. The property has water available on site for drilling and processing if it was to become a mine after successful exploration, which cannot be assured.

The property does not have access to power, so power generation facilities would either have to be developed on site or power lines would have to be run to the project. At this early stage, the Company has not fully estimated what this would cost. The El Gateado property, being early stage, does not have any known reserves and the work has been exploratory in nature.

No known exploration had taken place at El Gateado prior to the work completed by CCSA from 2006 to 2011. During that time CCSA conducted an exploration program consisting of surface channel outcrop sampling, trenching, geological mapping, topographic surveying and more than 3,500 meters of diamond core drilling.

Mineral Exploration Activity - El Gateado

CCSA began field reconnaissance work on the El Gateado property in 2006 with the completion of a topographic survey, base map generation, and a staked grid. In late 2006 and early 2007, CCSA drilled 13 holes on the El Gateado property. Results of this drilling program, based on assay results over 1 g/t Au, were as follows (and are included in the Company’s Filing Statement dated November 30, 2009, as filed on SEDAR on December 3, 2009):

Hole	From (m)	To (m)	Length (m)	Au (g/t)
GAT-DDH06 001	146.6	147.4	0.80	11.70
GAT-DDH06 001	140.2	140.8	0.60	8.24
GAT-DDH06 001	142.5	143.2	0.70	6.50
GAT-DDH06 001	144.0	145.0	1.00	4.78
GAT-DDH06 001	141.4	142.0	0.60	3.92
GAT-DDH06 001	145.0	145.8	0.80	3.82
GAT-DDH06 001	139.7	140.2	0.50	3.76
GAT-DDH06-006	21.0	22.5	1.50	3.64
GAT-DDH06 001	139.2	139.7	0.50	3.03
GAT-DDH06 001	143.2	144.0	0.80	2.92
GAT-DDH07-007	33.0	33.5	0.50	2.61
GAT-DDH06 001	140.8	141.4	0.60	2.52
GAT-DDH06 001	137.7	138.7	1.00	2.39
GAT-DDH07-008	58.6	59.5	0.90	2.33
GAT-DDH06 001	145.8	146.6	0.80	1.89
GAT-DDH07-008	55.4	55.9	0.50	1.77
GAT-DDH07-008	57.2	58.0	0.80	1.34
GAT-DDH07-012	9.0	9.5	0.50	1.32
GAT-DDH06-003	36.7	37.5	0.76	1.30
GAT-DDH07-013	10.0	11.0	1.00	1.29
GAT-DDH07-012	35.0	36.0	1.00	1.08
GAT-DDH06-004	67.0	68.0	1.00	1.07
GAT-DDH07-007	32.0	32.6	0.50	1.07
GAT-DDH06-004	16.0	17.0	1.00	1.01

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CCSA incurred approximately US$706,000 in exploration expenses on the initial El Gateado drilling program. CCSA’s management conducted all exploration processes except for drilling, which was conducted by an independent Argentine drilling contractor. All assay results above were based on assay work performed by an independent assay laboratory.

CCSA was encouraged by these drilling results. However, we did not conduct any exploration activity on the El Gateado property in 2008, 2009 or 2010.

In the first quarter of 2011, CCSA prepared roads and drill pads at El Gateado. Our Company has spent approximately $50,000 on this infrastructure work. During the six months ended June 30, 2011, the Company completed 2,358 meters of drilling on the El Gateado property.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The Company is in the exploration stage looking for gold and silver mineral deposits in the country of Argentina. The Company historically has raised equity capital to support the continuation of its operation. However, there can be no assurances that the Company will continue to be successful at raising either debt or equity capital in the future to continue its mineral exploration activity.

Selected Financial Information

The 2013, 2012, 2011 and 2010 information in this section is derived from and should be read in conjunction with: (i) the unaudited consolidated financial statements of our Company as at and for the three and nine months ended September 30 , 2013 and 2012 and the related notes; and (ii) the audited consolidated financial statements of our Company as at and for the years ended December 31, 2012, 2011and 2010, and the related notes.

The Company’s

·	unaudited consolidated financial statements as at and for the three and nine months ended September 30 , 2013 and 2012, and

·	the Company’s audited consolidated financial statements as at December 31, 2012 and 2011, and for the years ended December 31, 2012, 2011 and 2010,

have been prepared in accordance with International Accounting Standards (“IFRS”), as issued by the International Accounting Standards Board. All financial results presented are expressed in Canadian dollars.

A summary of selected financial information for the most recent three fiscal years ended December 31, 2012 is as follows:

	Year ended
	December 31, 2012 (IFRS) $	December 31, 2011 (IFRS) $	December 31, 2010 (IFRS) $

Net loss for the period	(4,172,082)	(8,280,161)	(3,362,240)
Net loss for the period – basic and diluted loss per share	(0.04)	(0.09)	(0.07)
Working capital	4,426,615	8,261,632	5,918,120
Total assets	7,701,979	11,494,788	8,138,880
Total non-current liabilities	125,000	125,000	125,000
Total shareholders’ equity	6,639,883	10,628,859	7,505,089
Cash dividends	-	-	-

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F1-A :

The Company’s net loss was significantly lower in 2012 compared to 2011 due to the Company’s exploration partner funding the majority of its operations in Argentina.

The Company has chosen to expense its exploration and evaluation expenditures as incurred.

In the three and nine month periods ended September 30, 2013 the Company incurred exploration expenses of $64,329 and $530,473, respectively. In the three and nine month periods ended September 30, 2012 the Company incurred exploration expenses of $106,575 and $443,007, respectively. Primary components of exploration expenses in 2013 and 2012 are given in the following table :

	Three months e nd ed					Nine months ended
	September 30 , 2013		September 30 , 2012			September 30 , 2013		September 30 , 2012

Ass a y e xp e n s e	$	13,046	$	9,069		$	105,857	$	90,996
E qu i p m e n t r e n t a l e xp e n s e		-		13 , 558			48,713		50,726
F u e l e xp e n s e		4, 148		39 , 151			90,607		88,130
P r op e r t y p a y m e n t s		-		67 ,17 4			104,401		170,400
P r op e r t y r e po r t s		-		4,431			1,891		4,431
O t h e r		47,135		(26 , 808	)		179,003		38,324
	$	64,329	$	106,575		$	530,473	$	443,007

The Company’s overall exploration expenses were slightly higher in 2013 compared to 2012 because the Company had increased expenses related to exploration camps, mineral claim fees and truck rentals. These were partially offset by lower property payments. The Company’s exploration expenses for the three month period ended September 30, 2013 were significantly lower compared to the three month period ended September 30, 2012 because of the termination of the Exploration agreement with Eldorado. The Company reduced the number of staff members in its Argentine exploration team which has resulted in lower exploration expenses.

The Company recovered exploration and operating expenses from its exploration partner according to the following table :

	Three months e nd ed				Nine months ended
	September 30 , 2013		September 30 , 2012		September 30 , 2013		September 30 , 2012

Exploration e xp e n s es	$	4,847	$	90,355	$	346,120	$	329,192
Professional fees		6,684		30,075		74,691		71,721
Administrative and office expenses		106,493		48,010		327,653		74,374
Payroll expenses		220,641		264,414		924,955		620,148
Travel expenses		523		55,473		116,613		120,967

Exploration cost recovery	$	339,188	$	488,327	$	1,790,032	$	1,216,402

Exploration expenses were allocated to the Company’s properties according to the following table :

	Three months e nd ed				Nine months ended
	September 30 , 2013		September 30 , 2012		September 30 , 2013		September 30 , 2012

La Josefina	$	890	$	28,234	$	112,956	$	264,679
La Valenciana		58,638		-		72,887		-
Bajo Pobre		497		7,653		150,226		13,508
O t h e r		4,304		70 ,68 8		194,404		164,820
	$	64,329	$	106,575	$	530,473	$	443,007

For the nine months ended September 30, 2013 the major components of Administrative and Office expenses were $24,701 on account of camp rent (as compared to $97,054 in 2012) and miscellaneous expense relating to the La Josefina project of $34,636 (as compared to $130,295 in 2012).

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Results of Operations

Three and nine month periods ended September 30, 2013 as compared to the three and nine month periods ended September 30, 2012

For the three month period ended September 30, 2013 the Company generated a net loss of $848,145, or $0.01 per share, compared to a net loss of $616,845, or $0.01 per share, for the three month period ended September 30, 2012. For the nine month period ended September 30, 2013 the Company generated a net loss of $1,759,838, or $0.02 per share, compared to a net loss of $2,701,881, or $0.03 per share, for the nine month period ended September 30, 2012. The decreased net loss and net loss per share was primarily the result of the recovery of costs from the Company’s exploration partner and, to a lesser extent, from reduced administrative, office and payroll expenses as well as reduced professional fees and reduced stock based compensation expense.

The Company generated interest income of $12,626 for the three month period ended September 30, 2013, down from $14,828 for the three month period ended September 30, 2012. The Company incurred net operating expenses of $339,170 for the three month period ended September 30, 2013, down from $620,520 for the three month period ended September 30, 2012. The Company generated interest income of $40,433 for the nine month period ended September 30, 2013, down from $53,620 for the nine month period ended September 30, 2012. The Company incurred net operating expenses of $1,703,333 for the nine month period ended September 30, 2013, down from $2,889,105 for the nine month period ended September 30, 2012. The decrease in the net operating expenses in 2013 was mainly the result of reduced professional fees, office expenses, payroll expenses and the recovery of costs from the Company’s exploration partner.

The Company intends to continue exploration work on the La Josefina property in accordance with the Fomicruz agreement.

Other assets include Value Added Tax (“VAT”) receivable as of September 30, 2013 of $736,113. This amount reflects the credit accrued due to the payment of VAT on certain transactions in Argentina. The Company plans to seek reimbursement on the VAT if and when the exploitation of minerals has commenced. This asset is reported at net present value on the Company’s condensed interim consolidated statement of financial position .

Year ended December 31, 2012 as compared to the year ended December 31, 2011

For the year ended December 31, 2012 the Company realized a net loss of $4,172,082 or $0.04 per share, compared to a net loss of $8,280,161, or $0.09 per share, for the year ended December 31, 2011. The decreased net loss and net loss per share was mainly due to the recovery of certain exploration costs in Argentina under the Company’s exploration agreement with Eldorado Gold, and to a lesser extent from reduced exploration expense related to the Company’s La Josefina project (which was not made subject to the agreement with El Dorado Gold until May 7, 2013), as well as reduced professional fees expense and reduced stock based compensation expense. These were partially offset by increased administration and office, payroll and travel expenses.

The Company generated interest income of $67,708 for the year ended December 31, 2012, down from $87,083 for the year ended December 31, 2011. The Company incurred net operating expenses of $3,770,429 for the year ended December 31, 2012, down from $7,837,644 for the year ended December 31, 2011. The decrease in the operating expenses in 2012 was a result of reduced exploration expenses resulting largely from the suspension of drilling operations on the La Josefina property in late 2011, as well as exploration cost recovery under the Company’s exploration agreement with Eldorado Gold.

Other assets include VAT receivable as of December 31, 2012 of $682,074. This amount reflects the VAT credit accrued due to the payment of VAT on certain transactions in Argentina. The Company plans to seek reimbursement on the VAT if and when the exploitation of minerals has commenced. This asset is reported at net present value on the Company’s consolidated statement of financial position.

Year ended December 31, 2011 as compared to the year ended December 31, 2010

For the year ended December 31, 2011 the Company generated a net loss of $8,280,161 or $0.09 per share, compared to a net loss of $3,362,240, or $0.07 per share, for the year ended December 31, 2010. The increased net loss and net loss per share was a result of increased exploration expense, increased professional fees expense, increased administrative and office expense, increased travel expense, increased payroll expense and increased stock based compensation expense. Payroll expenses include amounts paid for employee benefits of $24,972 and $23,372 for the years ended December 31, 2011 and 2010, respectively.

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The Company generated interest and dividend income of $87,083 for the year ended December 31, 2011, up from $21,269 for the year ended December 31, 2010. The Company incurred operating expenses of $7,837,644 for the year ended December 31, 2011, up from $4,398,517 for the year ended December 31, 2010. The increase in the operating expenses in 2011 was a result of increased exploration expenses, including the expanded drilling campaign on the La Josefina property, and increased professional fees.

Management believes that there are no exogenous factors that have caused the value of any of its mineral exploration properties to decrease since they were acquired.

Other assets include VAT receivable as of December 31, 2011 of $1,143,509. This amount reflects the VAT credit accrued due to the payment of VAT on certain transactions in Argentina. The Company plans to seek reimbursement on the VAT if and when the exploitation of minerals has commenced. This asset is reported at net present value on the Company’s consolidated statement of financial position.

Summary of Quarterly Results

F1-B :

The quarterly results for fiscal 2011 period have been restated to reflect accounting policies consistent with IFRS .

	September 30, 2013 $			June 30, 2013 $			March 31, 2013 $			December 31, 2012 $
Net loss for the period		(848,145	)		(301,615	)		(610,078	)		(1,470,203	)
Net loss per share – basic and diluted:		(0.01	)		(0.00	)		(0.01	)		(0.01	)
Working capital		2,656,074			3,504,456			3,807,880			4,426,615
Total assets		5,781,467			6,745,334			6,822,824			7,701,979
Total non-current liabilities		125,000			125,000			125,000			125,000
Total shareholders’ equity		4,955,316			5,828,187			6,146,573			6,639,883

	September 30, 2012 $			June 30, 2012 $			March 31, 2012 $			December 31, 2011 $

Net loss for the period		(616,845	)		(337,654	)		(1,747,380	)		(2,311,841	)
Net loss per share – basic and diluted:		(0.01	)		(0.00	)		(0.02	)		(0.02	)
Working capital		5,310,918			6,213,811			6,626,758			8,261,632
Total assets		8,787,759			9,580,255			9,928,496			11,494,788
Total non-current liabilities		125,000			125,000			125,000			125,000
Total shareholders’ equity		8,144,485			8,909,186			9,131,729			10,628,859

F1-C

Cap it al Re s o u rces a nd L i q u i d it y

The Company does not have any cash flow generating properties. As at September 30, 2013 the Company had $2,867,611 in cash and short term investments and working capital of $2,656,074. As at November 26, 2013, the Company had approximately $2.9 million in cash and short term investments .

Going Concern

The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. The Company is an exploration stage company and has incurred losses since its inception. As shown in the accompanying consolidated financial statements, the Company has had no revenues and has incurred an accumulated loss of $30,256,033 through September 30, 2013. However, the Company has sufficient cash at September 30, 2013 to fund operations for the next 12 months.

The Company’s ability to continue as a going concern is dependent upon the discovery of economically recoverable mineral reserves, the ability to obtain necessary financing to complete development and fund operations and future production or proceeds from their disposition. Additionally, the current capital markets and the deteriorating commodity markets worldwide are significant obstacles to raising the required funds. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

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The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. If the going concern basis was not appropriate for these consolidated financial statements, adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used.

Remuneration of directors and key management of the Company

The remuneration awarded to directors and to senior key management, including the Executive Chairman, the Chief Executive Officer, the Chief Financial Officer and the President of CCSA, is as follows :

	Three months ended				Nine months ended
	September 30, 2013		September 30, 2012		September 30, 2013		September 30, 2012
Salaries and benefits	$	129,236	$	136,731	$	410,391	$	574,153
Consulting fees		67,741		86,994		223,362		281,101
Share based compensation		1,969		1,284		3,610		302,827
	$	198,946	$	225,009	$	637,363	$	1,158,081

Financial Instruments and Other Instruments

The Company’s financial instruments consist of cash and equivalents, accounts receivable, performance bond and accounts payable and accrued liabilities.

The Company characterizes inputs used in determining fair value using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are as follows:

·	Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

·	Level 2: inputs other than quoted prices that are observable, either directly or indirectly. Level 2 valuations are based on inputs, including quoted forward prices for commodities, market interest rates, and volatility factors, which can be observed or corroborated in the market place.

·	Level 3: inputs are less observable, unavoidable or where the observable data does not support the majority of the instruments’ fair value.

Fair value

As at September 30, 2013, there were no changes in the levels in comparison to December 31, 2012. The fair values of financial instruments are summarized as follows :

	September 30, 2013				December 31, 2012
	Carrying amount		Fair value		Carrying amount		Fair value
	$		$		$		$

Financial Assets
FVTPL
Cash and equivalents (Level 1)		2,867,611		2,867,611		5,220,727		5,220,727

Available for sale
Performance bond (Level 1)		387,716		387,716		285,341		285,341

Loans and receivables
Accounts receivable (Level 3)		438,987		438,987		44,722		44,722

Financial Liabilities
Other financial liabilities
Accounts payable and accrued liabilities (Level 3)

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Cash and equivalents and performance bond are measured based on level 1 inputs of the fair value hierarchy on a recurring basis.

The carrying value of accounts receivable and accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments. The Company assessed that there were no indicators of impairment for these financial instruments.

The Company’s financial instruments are exposed to certain financial risks, including currency risk, credit risk, interest rate risk, market risk, liquidity risk and currency risk .

Financial risk management

The Company’s financial instruments are exposed to certain financial risks, including currency risk, credit risk, liquidity risk, price risk and interest rate risk.

i.	Currency risk

The Company holds cash balances, incurs payables and has receivables that are denominated in the Canadian Dollar, the United States Dollar and the Argentine Peso. These balances are subject to fluctuations in the exchange rate between the Canadian Dollar, and the United States Dollar and the Argentine Peso, resulting in currency gains or losses for the Company.

As at September 30, 2013, the following are denominated in US dollars:

Cash and equivalents		$	42,641
Accounts payable and accrued liabilities		$	74,527

As at September 30, 2013, the following are denominated in Argentine Peso:

Cash and equivalents	$	208,193
Performance bond	$	387,716
Accounts receivable	$	41,469
Other credits	$	113,778
Accounts payable and accrued liabilities	$	105,968

The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. A significant change in the currency exchange rates between the United States dollar relative to the Canadian dollar and the Argentine Peso could have an effect on the Company’s results of operations, financial position or cash flows. The Company has not hedged its exposure to currency fluctuations.

At September 30, 2013, if the U.S. dollar strengthened or weakened by 10% relative to the Canadian dollar the impact on loss and other comprehensive loss would be as follows:

	Impact on net loss and comprehensive loss
U.S. Dollar Exchange rate – 10% increase	$	7,862
U.S. Dollar Exchange rate – 10% decrease	$	(7,862	)

At September 30, 2013, if the Argentine Peso strengthened or weakened by 10% relative to the Canadian dollar the impact on loss and other comprehensive loss would be as follows:

	Impact on net loss and comprehensive loss
Argentine Peso Exchange rate – 10% increase	$	(30,340	)
Argentine Peso Exchange rate – 10% decrease	$	30,340

ii. Credit risk

Credit risk is the risk of an unexpected loss if a third party to a financial instrument fails to meet its contractual obligations.

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The Company’s cash and equivalents are held through Canadian and Argentine financial institutions.

The Company maintains its cash and equivalents in multiple financial institutions. The Company maintains cash in an Argentine bank. The Argentine accounts, which had a Canadian dollar balance of $208,193 at September 30, 2013 (December 31, 2012 - $675,090) are considered uninsured and may be at risk in case of the failure of the bank.

The Company maintains a cash balance in its bank account in Argentina. This balance is exposed to credit risk if the bank failed to meet its obligation to the Company. The Company controls for this risk by only keeping funds in Argentina sufficient to meet approximately two months of operating expenses.

The Company occasionally has a receivable due from its former exploration partner, it believes there to be minimal credit risk on this account receivable when it exists due to the size and significant operations of its partner as a mid-tier mining company. All receivables are current and no allowance for doubtful accounts or impairment is considered necessary.

The Company pays VAT to the Argentine government on all expenses in Argentina. This creates a VAT receivable owed by the government of Argentina. The Company’s receivable at September 30, 2013 is $736,113 ($2,136,112 – undiscounted) (December 31, 2012 - $682,074 ($2,248,028 – undiscounted)). The Company believes this to be a collectible amount and it is backed in the strength and laws of the Argentine government. If for some reason the government did not pay, changed the laws, defaulted on the receivable or the Company never achieved any mineral production, the Company could lose the full value of the receivable.

The Company has an account receivable owed to it by the former parent of CCSA, HuntMountain for $114,408 (December 31, 2012 - $114,408). The Company is doubtful of the collectability of this receivable as of September 30, 2013. The Company has recorded an allowance for the full amount of this receivable.

The Company has $113,778 held by the court in the province of Santa Cruz, Argentina from the March 18, 2011 lawsuit filed against the Company and its subsidiaries by a former Consultant. This money is being held by the court pending the outcome of the lawsuit. If the Company were to lose the lawsuit, it would lose the full value held by the court.

iii. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages liquidity risk through the management of its capital structure. The Company is dependent on the capital markets to raise capital by issuing equity in the Company to support operations. The current environment is prohibitive for the issuance of capital and there is no guarantee that should the Company need to raise new capital to support operations it will be able to do so on favorable terms, if at all. All of the Company’s accounts payable and accrued liabilities are current and payable within one year.

iv.	Price risk

The Company closely monitors commodity prices to determine the appropriate course of action to be taken by the Company. A dramatic decline in commodity prices could impact the viability of the Company and the carrying value of its properties. The Company is exposed to price risk with respect to commodity prices. There is minimal price risk at the present time as the Company is not yet in the production phase .

v. Interest rate risk

Interest rate risk is the impact that changes in interest rates could have on the Company’s earnings and liabilities. In the normal course of business, the Company is not exposed to interest rate fluctuations because it has no interest bearing debt as at September 30, 2013 and invested cash is short-term in nature.

OFF BALANCE SHEET ARRANGEMENTS

As at September 30, 2013, the Company had no off balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on results of operations or the financial condition of the Company .

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DIRECTORS AND SENIOR MANAGEMENT AND EMPLOYEES

Our Articles and Bylaws are attached to this registration statement as exhibits. The Articles of the Company provide for a minimum of three and a maximum of nine directors. The Company’s Board of Directors (the “ Board ” or “ Board of Directors ”) currently consists of three directors. Our directors are elected annually at each annual meeting of our Company’s shareholders.

Our Board of Directors currently has two committees: the Audit Committee and the Compensation Committee. The Board has not appointed a nominating committee because the Board fulfills these functions. The Board assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors.

Our Board of Directors is responsible for appointing our Company’s officers.

Our directors and executive officers are:

Name, Province/State and Country of Residence and Position with the Company	History with Company	Principal Occupation	Additional Employment History
Tim Hunt Washington, USA Executive Chairman, President, Chief Executive Officer and Director · Relationships to other management: Father of Darrick Hunt	· President, Chief Executive Officer and Director from January 2014 to current · Executive Chairman from April 2010 to current · Director from December 2009 to current · Chief Executive Officer, Executive Chairman and Director of the Company from December 2009 to April 2010	· President, T.R.A. Industries, Inc., doing business as Huntwood Industries, from 1988 to current · Location: 23800 E Appleway Ave Liberty Lake, WA 99019 · Type of business: Building products manufacturing company	· None
Bob Little Washington, USA Chief Financial Officer · Relationships to other management: None	· Chief Financial Officer from January 2014 to current	· Chief Financial Officer of Hunt Mining, from January 2014 to current; Direct Assistant to Tim Hunt, Executive Chairman, from December 2009 to current · Direct Assistant to Tim Hunt, President, T.R.A. Industries, Inc., doing business as Huntwood Industries, from 2004 to current	· None
Darrick Hunt Washington, USA Director · Relationships to other management: Son of Tim Hunt	· Director from December 2009 to current	· Chief Financial Officer of T.R.A. Industries, Inc., doing business as Huntwood Industries from January 2006 to current · Location: 23800 E Appleway Ave Liberty Lake, WA 99019 · Type of business: Building products manufacturing company	· Controller of T.R.A. Industries, Inc., 23800 E Appleway Ave, Liberty Lake, WA 99019, from May 1999 to January 2006

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Name, Province/State and Country of Residence and Position with the Company	History with Company	Principal Occupation	Additional Employment History
Alan Chan (1) (2) Alberta, Canada Director · Relationships to other management: None	· Director from June 2008 to current	· President and principal of A.C. Capital Inc. (formerly called A.C. Management Inc.) from March, 1996 to current · Location: Suite 628, 138-4 th Ave S.E. Calgary, Alberta, Canada T3E 2J4 · Type of business: Financial consulting company	· Founder and Principal of China Pacific Industrial Corp. Suite 328, 1333-8 th St. SW, Calgary, Alberta, Canada T2R 1M6, from July, 1994 to September, 1997
Matthew Hughes Washington, USA Director of Cerro Cazador S.A . · Relationships to other management: None	· President, Chief Executive Officer and Director of the Company from April 2010 to December 2013 · Chief Operating Officer and Director from December, 2009 to April 26, 2010	· Principally employed by Hunt Mining, from February 2010 to current	· Executive Vice-President and Chief Operating Officer, HuntMountain, 1611 N. Molter Rd #201, Liberty Lake, WA 99019, from December 2005 to February 2010 · Chief Geologist of Mundoro Mining Inc., 543 Granville St., Suite 702 Vancouver, B.C., Canada V6C 1X8, a mining company, from October 2003 to December 2005
Danilo Silva Pigue, Argentina Director and President of Cerro Cazador S.A. · Relationships to other management: None	· Director of Cerro Cazador S.A. from February, 2006 to current	· President of Cerro Cazador S.A., the Company’s wholly-owned subsidiary, from February 2006 to current · Location: Buenos Aires, Argentina · Type of business: Mining company	· Vice President for Hidefield Argentina S.A., Argentina, from 2005 to 2010 · Consultant for Cia De Minas Buenaventura Argentina, Argentina, from 2004 to 2007 · Consultant for J.V. Yamana – Buenaventura S.A.A., Argentina, from 2002 to 2004 · Consultant for Yamana Resources from 2001 to 2002 · General Manager for Platero Resources, Argentina, from 2000 to 2001 · Project Manager for Compania Minera Polimet S.A., Argentina, from 1995 to 1999

Notes:

(1) Member of the Audit Committee.

(2) Member of the Compensation Committee.

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Potential Conflicts of Interest – Fiduciary Duties

As disclosed under the heading “Risk Factors - Our directors and officers may have conflicts of interest as a result of their relationships with other companies”, certain of the directors and officers of our Company serve or have served as officers and directors for other companies engaged in mineral exploration and development, and may in the future serve as directors and/or officers of other companies involved in natural resource exploration and development, which are potential competitors of Hunt Mining.

Although the Company is not aware of any specific conflicts of interest involving any of its directors or officers at the present time (other than the involvement of Mr. Tim Hunt and Mr. Darrick Hunt in HuntMountain, the selling stockholder named in this prospectus), there is a possibility that our directors and/or officers may be in a position of conflict of interest in the future. Our Articles and By-laws do not expressly address this possibility. However, as a general principle under Alberta corporate law, our directors and officers are under fiduciary obligations to our Company, and section 122(1) of the Business Corporations Act (Alberta) requires that every director and officer of our Company, in exercising his or her powers and discharging his or her duties, shall:

(a)

act honestly and in good faith with a view to the best interests of our Company, and

(b)

exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

In addition, under section 120 of the Business Corporations Act (Alberta), a director or officer of our Company who

(a)

is a party to a material contract or material transaction, or a proposed material contract or proposed material transaction, with our Company, or

(b)

is a director or an officer of, or has a material interest in, any entity that is a party to a material contract or material transaction, or a proposed material contract or proposed material transaction, with our Company,

must, on a timely basis, disclose in writing to our Company, or request to have entered in the minutes of meetings of directors, the nature and extent of his or her interest. If the material contract or material transaction is one that, in the ordinary course of our Company’s business, would not require approval by our directors or our shareholders, the interested director or interested officer must nevertheless disclose in writing to our Company, or request to have entered in the minutes of a meeting of our directors, the nature and extent of his or her interest forthwith after he or she becomes aware of the contract or transaction.

Generally, under section 120(6) of the Business Corporations Act (Alberta), a director must abstain from voting on any resolution to approve an existing or proposed contract or transaction involving our Company in which he or she is interested, or in which a company of which he or she is a director or officer is interested.

Under section 120(8) of the Business Corporations Act (Alberta), if a material contract or material transaction is entered into between our Company and one or more of our directors or officers, or between our Company and another entity of which any of our directors or officers is a director or officer or in which any of our directors or officers has a material interest:

(a)

the contract is neither void nor voidable by reason only of that relationship, or by reason only that a director with an interest in the contract or transaction was present at or was counted to determine the presence of a quorum at a meeting of directors or committee of directors that authorized the contract or transaction, and

(b)

a director or officer or former director or officer of our Company to whom a profit accrues as a result of the making of the contract or transaction is not liable to account to our Company for that profit by reason only of holding office as a director or officer of our Company,

if the director or officer disclosed his or her interest in accordance with section 120 of the Business Corporations Act (Alberta), and the contract or transaction was not only approved by our directors or our shareholders but was also reasonable and fair to our Company at the time it was approved. Further, even if the foregoing conditions of section 120(8) of the Business Corporations Act (Alberta) are not met, section 120(8.1) of the Business Corporations Act (Alberta) provides that a director or officer acting honestly and in good faith is not accountable to our Company or to our shareholders for any profit realized from a material contract or material transaction for which disclosure is required under section 120 of the Business Corporations Act (Alberta), and the material contract or material transaction is not void or voidable by reason only of the interest of the director or officer in the material contract or material transaction, if:

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(a)

the material contract or material transaction is approved or confirmed by special resolution at a meeting of our shareholders,

(b)

disclosure of the interest was made to the shareholders in a manner sufficient to indicate its nature before the material contract or material transaction was approved or confirmed, and

(c)

the material contract or material transaction was reasonable and fair to our Company when it was approved or confirmed.

Section 120(9) of the Business Corporations Act (Alberta) provides that if a director or an officer of a corporation fails to comply with section 120 of that Act, the Court of Queen’s Bench of Alberta may, on application of the corporation or any of its shareholders, set aside the material contract or material transaction on any terms that it thinks fit, or require the director or officer to account to the corporation for any profit or gain realized on it, or both.

One example of a conflict of interest that could potentially arise is where one of our directors or officers finds himself or herself in a position where he or she might benefit from a contract or business opportunity which could be obtained for our Company. Such corporate opportunities potentially could be usurped by the director or officer directly, or diverted to another entity of which he or she is a director or officer or in which he or she is otherwise interested. A number of Canadian court decisions have addressed these kinds of situations, and have established the principle that the fiduciary duties owed by directors and senior officers to their corporations prohibit them from personally usurping or diverting to another entity any maturing business opportunity which the corporation is actively pursuing. A director or senior officer cannot escape his or her fiduciary duties in this regard simply by resigning his or her positions with the corporation, where the resignation can be reasonably seen to have been prompted by his or her wish to pursue the corporate opportunity personally or on behalf of another entity. Further, the courts have held that a director or senior officer who breaches his or her fiduciary duties by usurping or diverting a corporate opportunity must account for their profit even if a third party had refused to deal with the corporation, or that the corporation itself could not have profited from the opportunity.

In light of the foregoing principles and statutory provisions, each of our directors and officers is expected to comply with the disclosure and abstention requirements of section 120 of the Business Corporations Act (Alberta) if he or she becomes aware of any material contract or material transaction, or a proposed material contract or proposed material transaction, involving our Company in which:

(a)

he or she is interested, or

(b)

in which an entity of which he or she is a director or an officer, or in which he or she has a material interest, is interested.

Further, if any of our directors or officers becomes aware of any contract or business opportunity that he or she reasonably believes would be of benefit to our Company, he or she is expected to bring that contract or opportunity to the attention of our board of directors for consideration, and, if applicable, to (i) give notice that if the board resolves not to pursue it then he or she may wish to do so in his or her own capacity or to bring it before another entity with which he or she is associated, and (ii) if he or she is a director of our Company, abstain from voting on the proposal. If any director or officer improperly usurps or diverts a corporate opportunity, the Company reserves the right to seek such remedies as it deems appropriate.

Our board of directors has not yet adopted a written code of conduct for directors, officers and employees. The Audit Committee has adopted a Whistle Blower Policy which establishes a procedure for any person to report any serious concern regarding business ethics related to our Company as well as any serious concern regarding a questionable accounting, internal accounting controls or auditing matter. The board has found that the fiduciary duties placed on individual directors and officers by the Business Corporations Act (Alberta) and applicable jurisprudence, and on the individual director’s participation in decisions of the board in which the director has an interest, have been sufficient to ensure that the board operates in the best interests of the Company.

Involvement in Certain Legal Proceedings

During the past ten years, Messrs. T. Hunt, D. Hunt and Mr. Chan , have not been the subject of the following events:

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1.	A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

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

3.	The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;

	i)	Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
	ii)	Engaging in any type of business practice; or
	iii)	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4.	The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;

5.	Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6.	Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7.	Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

	i)	Any Federal or State securities or commodities law or regulation; or
	ii)	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or
	iii)	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8.	Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Director Independence

Our common shares are listed on the TSXV. Under the Policy 3.1 Section 5.7 of the TSXV, each issuer must have at least two independent directors on its board. Under the TSXV policies, a director is independent if he or she has no direct or indirect material relationship with the issuer. A material relationship is defined as a relationship which could, in the view of the issuer’s board of directors, be reasonably expected to interfere with the exercise of a member’s independent judgment. Our Board has determined that the following directors are “independent” as required by TSXV listing standards:

· Alan Chan

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Audit Committee and Financial Expert

Our Audit Committee consists of Alan Chan. Mr. Chan is independent under the listing standards regarding “independence” of the NYSE MKT Equities Exchange.

National Instrument 52-110 Audit Committees, (“ NI 52-110 ”) provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with the issuer, which could, in the view of the corporation’s board of directors, reasonably interfere with the exercise of the member’s independent judgment. Mr. Chan is also considered independent within the meaning of NI 52-110.

The Audit Committee is mandated to monitor the audit and preparation of our consolidated financial statements and to review and recommend to the Board of Directors all financial disclosure contained in our public documents. The Audit Committee is also mandated to recommend to the Board of Directors the external auditors to be nominated for appointment by the Board, to set the compensation for the external auditors, to provide oversight of the external auditors, and to ensure that the external auditors report directly to the Audit Committee. The Audit Committee also approves in advance any permitted services to be provided by the external auditors which are not related to the audit.

Our Company provides appropriate funding as determined by the Audit Committee to permit the Audit Committee to perform its duties and to compensate its advisors. The Audit Committee, at its discretion, has the authority to initiate special investigations, and if appropriate, hire special legal, accounting or other outside advisors or experts to assist the Audit Committee to fulfill its duties.

The Audit Committee operates pursuant to a written charter, a copy of which has been included as an exhibit to our registration statement on Form F-1 under the U.S. Securities Act, as filed with the SEC on June 12, 2012.

Our Audit Committee Financial Expert is Alan Chan .

Compensation Committee

The Compensation Committee of our Company’s Board of Directors is responsible for ensuring that our Company has in place an appropriate plan for executive compensation and for making recommendations to the Board of Directors with respect to the compensation of the our executive officers. The Compensation Committee consists of the following Board member: Alan Chan. Mr. Chan is independent.

The Compensation Committee has not yet had the opportunity to adopt a formalized process with formal objectives, criteria and analysis used in the determination of executive compensation. The Compensation Committee meets as frequently as is necessary to carry out its responsibilities. Executive compensation is based on informal discussions of the Compensation Committee on a case by case basis, which are then recommended to our Board of Directors. Mr. Chan has been involved with public companies for the past 12 years and, as such, has experience relevant to the performance of their responsibilities in executive compensation.

Management Compensation

Compensation of Directors

The following table sets forth the total compensation earned by each director of the Company in 2012:

Directors (1)	Fees earned ($)	Share-based Awards ($)	Option-based awards ($) (2)	Non-Equity Incentive Plan Compensation	Pension Value ($)	All Other Compensation ($)	Total Compensation ($)

Andrew Gertler (resigned)	20,200	Nil	12,559	Nil	Nil	Nil	41,572

Darrick Hunt	18,200	Nil	12,559	Nil	Nil	Nil	32,700

Alan Chan	19,700	Nil	12,559	Nil	Nil	Nil	26,271

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Scott Brunsdon (resigned)	23,500	Nil	12,559	Nil	Nil	Nil	43,000

Jacques Perron (resigned)	18,700	Nil	12,559	Nil	Nil	Nil	40,200

Bryn Harman (resigned)	18,200	Nil	12,559	Nil	Nil	Nil	30,759

Notes:

(1)	Compensation information for each of Messrs. Hughes and T. Hunt is reported in the Summary Compensation Table for Named Executive Officers below.

(2)

The grant date fair values of the share option awards are determined in accordance with 3870 of the CICA Handbook (accounting fair value) using a Black-Scholes option pricing model. For a discussion of the assumptions made in the valuation, refer to Note 11 (b) to our consolidated financial statements for the fiscal year ended December 31, 2012.

The Company reimburses out-of-pocket costs that are incurred by the directors. Neither the Company nor any of its subsidiaries has entered into a service contract with any director providing for benefits upon termination of office.

Compensation of Executive Officers

During the year ended December 31, 2012, the Company had five “Named Executive Officers” (as defined in Form 51-102F6 – Statement of Executive Compensation ), being Mr. Matthew Hughes, the Company’s President and Chief Executive Officer, Mr. Matthew Fowler, the Company’s Chief Financial Officer and Secretary, Ms. Vicki Streng, the Company’s former Interim Chief Financial Officer and Secretary, and Danilo Silva, President of Cerro Cazador S.A., a wholly-owned subsidiary of the Corporation .

Salaries of executive officers were based on informal discussions and analysis by the Compensation Committee, which then made recommendations to our Board of Directors. Neither the Compensation Committee nor the Board of Directors used any formula in the determination of executive salaries. Base salaries are paid at levels that reward executive officers for ongoing performance and that enable our Company to attract and retain qualified executives with a demonstrated ability to maximize shareholder value. Base pay is a critical element of our compensation program because it motivates the executive officers with stability and predictability, which allows the executive officers to focus their attention on maximizing shareholder value and other business initiatives. Although the Company has no specific formula for determining base salary, the Company may consider the following factors, among others: the executive’s current base salary, qualifications and experience, industry knowledge, scope of responsibilities, past performance and length of service with the Company. The Company does not apply a specific weighting to any of the above factors.

The Compensation Committee has not established formal periodic compensation review procedures; however, salaries and other elements of executive compensation will be reviewed periodically by the Compensation Committee and the Board of Directors.

The Company also provides health insurance benefits to its executive officers and family members of executive officers. The Company pays 100% of health insurance premiums for executives and their families. The Company does not provide pension or retirement benefits to any of its executive officers.

Incentive cash bonuses of executive officers were based on informal discussions and analysis by the Compensation Committee, which were then recommended to the Board of Directors for approval. The Board of Directors has not used any formula in the determination of incentive cash bonuses. Bonuses are paid at levels that reward executive officers for ongoing performance and that enable the Company to retain qualified executives with a demonstrated ability to maximize shareholder value.

Compensation Risk

The Board of Directors considers that the Company’s compensation philosophy is aligned with prudent risk management and does not encourage Named Executive Officers to take inappropriate or excessive risks.

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The Corporation does not prohibit Named Executive Officers or directors from purchasing financial instruments such as prepare variable forward contracts or equity swaps, collars, or units of exchange funds, or other financial instruments designed to hedge or offset a decrease in market value of securities granted as compensation held, directly or indirectly, by a Named Executive Officer or director. However, neither the Board of Directors nor executive management is aware that any such individual has in the past bought or currently holds such instruments.

Summary Compensation Table

The following table sets forth all annual and long-term compensation for services in all capacities to the Company for each of the previous three fiscal years in respect of the Named Executive Officers:

Named Executive Officer and Principal Position	Year	Salary ($)	Share-based Awards ($)	Option-based awards ($)	Non-Equity Incentive Plan Compensation		Pension Value ($)	All Other Compensation ($)	Total Compensation ($)
Named Executive Officer and Principal Position	Year	Salary ($)	Share-based Awards ($)	Option-based awards ($)	Annual Incentive Plan ($)	Long-term Incentive Plan ($)	Pension Value ($)	All Other Compensation ($)	Total Compensation ($)
Matthew Hughes (1) Former President and Chief Executive Officer	2012	209,724	Nil	62,793	15,639	Nil	Nil	Nil	288,156
	2011	197,280	Nil	Nil	45,501	Nil	Nil	Nil	242,781
	2010	186,625	Nil	Nil	Nil	Nil	Nil	Nil	186,625
Matthew Fowler (2) Former Chief Financial Officer and Secretary (resigned)	2012	122,643	Nil	62,793	11,052	Nil	Nil	Nil	196,489
	2011	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2010	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Vicki Streng (3) Former Interim Chief Financial Officer and Secretary	2012	114,570	Nil	50,325	8,526	Nil	Nil	Nil	173,330
	2011	78,737	Nil	Nil	30,571	Nil	Nil	Nil	109,308
	2010	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Tim Hunt (4) Executive Chairman and Former Chief Executive Officer	2012	124,950	Nil	Nil	6,765	Nil	Nil	Nil	131,715
	2011	123,537	Nil	Nil	45,836	Nil	Nil	Nil	169,373
	2010	129,600	Nil	258,250	Nil	Nil	Nil	Nil	387,850
Danilo Silva President, Cerro Cazador S.A.	2012	183,904	Nil	Nil	7,747	Nil	Nil	Nil	191,651
	2011	146,546	Nil	Nil	25,000	Nil	Nil	Nil	171,546
	2010	139,769	Nil	Nil	Nil	Nil	Nil	Nil	139,769

Notes:

(1)

Mr. Hughes was appointed Chief Executive Officer of the Company on April 26, 2010, and served as the President of the Company from December 23, 2009 to December 31, 2013 . Mr. Hughes was also the Chief Operating Officer of the Company from December 23, 2009 to April 26, 2010. Mr. Hughes was appointed to the Company’s Board of Directors on December 23, 2009. Mr. Hughes received no compensation during the financial year ended December 31, 2012 in respect of his duties as a director of the Company. Mr. Hughes resigned as the President, Chief Executive Officer and Director of the Company effective December 31, 2013 .

(2)	Mr. Fowler was appointed Chief Financial Officer and Secretary of the Company on March 1, 2012. Mr. Fowler resigned as the Chief Financial Officer and Secretary of the Company effective December 31, 2013 .

(3)	Ms. Streng was appointed Interim Chief Financial Officer and Secretary of the Company on March 24, 2011. Ms. Streng resigned as the Interim Chief Financial Officer and Secretary of the Company effective March 1, 2012.

(4)

Mr. Hunt was appointed Executive Chairman of the Company’s Board of Directors on April 26, 2010. Mr. Hunt was formerly Chief Executive Officer of the Company until April 26, 2010. Mr. Hunt was appointed to the Company’s Board of Directors on December 23, 2009. Mr. Hunt received no compensation during the financial year ended December 31, 2011 in respect of his duties as a director of the Company. Mr. Hunt was appointed Chief Executive Officer and has served as the President of the Company since January 1, 2014 .

Stock Option Plans and Long-Term Incentive Plan Awards

The Company has in place an incentive stock option plan which provides that the Board may from time to time, in its discretion, and in accordance with TSXV requirements, grant to directors, officers, employees and technical consultants to the Company, non-transferable options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the issued and outstanding common shares of the Company.

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The number of stock options allocated to executive officers and directors will be determined by the Compensation Committee on a case by case basis. The Company has not adopted formal formulae or formal procedures to determine stock option allocation to executives and directors. Previous grants of stock options are taken into consideration when new option grants are contemplated. The grant of stock options is used to, among other things, attract, motivate, and retain qualified executive officers and directors by providing them with long-term incentives that will encourage them to add value to the Company. Stock options also serve to align executives’ and directors’ long term interests with those of shareholders.

Under our share option plan, and in accordance with TSXV requirements, the number of common shares reserved for issuance under the option plan shall not exceed 10% of the issued and outstanding common shares of the Company. In connection with the foregoing, the number of common shares reserved for issuance to: (a) any individual director or officer will not exceed 5% of the issued and outstanding common shares; and (b) all consultants will not exceed 2% of the issued and outstanding common shares. Options may be exercised the greater of twelve months after the completion of the Qualifying Transaction and ninety days following cessation of the optionee’s position with the Company.

Outstanding Option-based Awards and Share-based Awards

The following table shows all option-based awards and share-based awards outstanding to each Named Executive Officer as of December 31, 2012:

Named Executive Officer	Option–based Awards				Share-based Awards
Named Executive Officer	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($) (1)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested ($)	Market or payout value vested share- based awards not paid out or distributed ($)

Matthew Hughes (2) President and Chief Executive Officer	500,000 250,000	$0.30 $0.30	12/23/2014 02/27/2017	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Matthew Fowler (3) Chief Financial Officer and Secretary	250,000	$0.30	02/27/2017	Nil	Nil	Nil	Nil

Vicki Streng (4) Interim Chief Financial Officer and Secretary	200,000	$0.30	02/27/2017	Nil	Nil	Nil	Nil

Tim Hunt (5) Executive Chairman	500,000 500,000	$0.30 $0.65	12/23/2014 01/18/2015	Nil	Nil	Nil	Nil

Danilo Silva President, Cerro Cazador S.A.	500,000 150,000	$0.30 $0.30	12/23/2014 02/27/2017	Nil	Nil	Nil	Nil

Notes:

(1)	Value is calculated based on the difference between the closing market price of the Company’s common shares on the TSXV on December 30, 2012, which was $0.13 , and the exercise price of the options, multiplied by the number of options.

(2)	Mr. Hughes resigned as the President and Chief Executive Officer effective December 31, 2013 .

(3)	Mr. Fowler was appointed Chief Financial Officer and Secretary effective March 1, 2012. Mr. Fowler resigned as the Chief Financial Officer and Secretary effective December 31, 2013 .

(4)	Ms. Streng was appointed Interim Chief Financial Officer and Secretary of the Company on March 24, 2011. Ms. Streng resigned as the Interim Chief Financial Officer and Secretary of the Company effective March 1, 2012.

(5)	Mr. Hunt was appointed President and Chief Executive Officer effective January 1, 2014 .

Incentive Plan Awards – Value Vested or Earned

The following table shows the incentive plan awards value vested during 2012 as well as the annual cash incentive earned for each Named Executive Officer:

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Named Executive Officer	Option-based Awards – Value Vested During the Year ($) (1)	Share-Based Awards – Value Vested During the Year ($)	Non-Equity Incentive Plan Compensation – Value Earned During the Year ($)
Matthew Hughes (2) President and Chief Executive Officer	Nil	Nil	15,639
Matthew Fowler (3) Chief Financial Officer and Secretary	Nil	Nil	11,052
Vicki Streng (4) Former Interim Chief Financial Officer and Secretary	Nil	Nil	8,526
[Tim Hunt (5) Executive Chairman ]	Nil	Nil	6,765
[Danilo Silva President, Cerro Cazador S.A. ]	Nil	Nil	7,747

Notes:

(1)	The amount represents the aggregate dollar value that would have been realized if the options had been exercised on the vesting date, based on the difference between the market price of the common shares underlying the options on the TSXV on the vesting date and the exercise price of the options.

(2)	Mr. Hughes resigned as the President and Chief Executive Officer effective December 31, 2013.

(3)	Mr. Fowler was appointed as Chief Financial Officer and Secretary effective March 1, 2012. Mr. Fowler resigned as the Chief Financial Officer and Secretary effective December 31, 2013 .

(4)	Ms. Streng was appointed Interim Chief Financial Officer and Secretary of the Company on March 24, 2011. Ms. Streng resigned as the Interim Chief Financial Officer and Secretary of the Company effective March 1, 2012.

(5)	Mr. Hunt was appointed President and Chief Executive Officer effective January 1, 2014.

Outstanding Option-based Awards and Share-based Awards

The following table shows all option-based awards and share-based awards outstanding to each director as of December 31, 2012:

Directors (1)	Option–based Awards				Share-based Awards
Directors (1)	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option Expiration date	Value of Unexercised in-the-money options ($) (2)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested ($)	Market or payout value vested share-based awards not paid out or distributed ($)
Andrew Gertler	32,795 200,000 267,205 50,000	$0.30 $0.30 $0.31 $0.30	07/28/2013 12/23/2014 01/27/2016 02/27/2017	Nil	Nil	Nil	Nil
Darrick Hunt	500,000 50,000	$0.30 $0.30	12/23/2014 02/27/2017	Nil	Nil	Nil	Nil
Alan Chan	52,470 150,000 100,000 197,530 50,000	$0.30 $0.30 $0.65 $0.31 $0.30	07/28/2013 12/23/2014 01/18/2015 01/27/2016 02/27/2017	Nil	Nil	Nil	Nil
Scott Brunsdon	500,000 50,000	$0.30 $0.30	12/15/2015 02/27/2017	Nil	Nil	Nil	Nil
Jacques Perron	500,000 50,000	$0.30 $0.30	12/15/2015 02/27/2017	Nil	Nil	Nil	Nil
Bryn Harman	500,000 50,000	$0.30 $0.30	12/23/2014 02/27/2017	Nil	Nil	Nil	Nil

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Notes:

(1)	Outstanding option-based and share-based awards information for each of Messrs. Hughes and Hunt are reported in the corresponding table for Named Executive Officers above.

(2)	Value is calculated based on the difference between the closing market price of the Company’s common shares on the TSXV on December 30, 2012, which was $0.13 , and the exercise price of the options, multiplied by the number of options.

Incentive Plan Awards – Value Vested or Earned

The following table shows the incentive plan awards value vested during 2012 as well as the annual cash incentive earned for each director during 2012:

Directors (1)	Option-based Awards – Value Vested During the Year ($) (2)	Share-based Awards – Value Vested During the Year ($)	Non-equity Incentive Plan Compensation – Value Earned During the Year ($)
Andrew Gertler	Nil	Nil	Nil
Darrick Hunt	Nil	Nil	Nil
Alan Chan	Nil	Nil	Nil
Scott Brunsdon	Nil	Nil	Nil
Jacques Perron	Nil	Nil	Nil
Bryn Harman	Nil	Nil	Nil

Notes:

(1)	Information for each of Messrs. Hughes and Hunt is reported in the corresponding table for Named Executive Officers above.

(2)	The amount represents the aggregate dollar value that would have been realized if the options had been exercised on the vesting date, based on the difference between the market price of the common shares underlying the options on the TSXV on the vesting date and the exercise price of the options.

Termination of Employment and Change of Control Benefits

The Company had employment contracts in place with its executive officers during the fiscal year ending December 31, 2012 and 2013. The Company terminated the employment contracts effective December 31, 2013 .

On January 1, 2012, Mr. Hunt entered into an employment contract with the Company and was appointed Executive Chairman. Mr. Hunt’s compensation was set at $125,000 per annum effective January 1, 2012. Mr. Hunt received salary compensation of $124,950 (US$125,000) in 2012 and $123,537 (US$125,000) in 2011. During 2011 , Mr. Hunt did not have an employment contract with the Company. Mr. Hunt is also entitled to earn an annual target bonus subject to achieving certain performance targets to be negotiated annually between Mr. Hunt and the Board of Directors. The Company may terminate his employment agreement without cause by making a payment equivalent to 24 months of his base salary in the form of a lump sum payment. In the event of a change of control, whether by merger, purchase or otherwise, or a significant change in the business of the Company, Mr. Hunt is terminated without cause he will be entitled to a lump sum payment of two (2) years’ salary. Mr. Hunt’s employment agreement prohibits him from soliciting the employment of any person who has worked for the Company over the prior two (2) years. If Mr. Hunt was terminated without cause or because of a change in control during the term of his contract with the Company he would be owed a lump sum payment of $250,000. Mr. Hunt’s employment contract was renewed January 1, 2013 and terminated effective December 31, 2013 .

On January 1, 2012, Mr. Hughes entered into an employment contract with the Company and was appointed Chief Executive Officer. Mr. Hughes’s compensation was set at $210,000 per annum effective January 1, 2012. Mr. Hughes’s received salary compensation of $209,724 (US$210,000) in 2012 and $197,280 (US$200,000) in 2011. During 2011, Mr . Hughes did not have an employment agreement with the Company. Mr. Hughes is also entitled to earn an annual target bonus subject to achieving certain performance targets to be negotiated annually between Mr. Hughes and the Board of Directors. The Company may terminate his employment agreement without cause by making a payment equivalent to 24 months of his base salary in the form of a lump sum payment. In the event of a change of control, whether by merger, purchase or otherwise, or a significant change in the business of the Company, Mr. Hughes is terminated without cause he will be entitled to a lump sum

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payment of two (2) years’ salary. Mr. Hughes’s employment agreement prohibits him from soliciting the employment of any person who has worked for the Company over the prior two (2) years. If Mr. Hughes was terminated without cause or because of a change in control during the term of his contract with the Company he would be owed a lump sum payment of $420,000. Mr. Hughes’ employment contract was renewed January 1, 2013 and terminated effective December 31, 2013 .

On March 1, 2012, Mr. Fowler entered into an employment contract with the Company and was appointed Chief Financial Officer and Secretary. Mr. Fowler’s compensation was set at $145,000 per annum effective March 1, 2012. Mr. Fowler received salary compensation of $122,643 (US$122,692) in 2012 . Mr. Fowler was not employed at the Company in 2011. Mr. Fowler is also entitled to earn an annual target bonus subject to achieving certain performance targets to be negotiated annually between Mr. Fowler and the Board of Directors. The Company may terminate his employment agreement without cause by making a payment equivalent to 24 months of his base salary in the form of a lump sum payment. In the event of a change of control, whether by merger, purchase or otherwise, or a significant change in the business of the Company, Mr. Fowler is terminated without cause he will be entitled to a lump sum payment of two (2) years’ salary. Mr. Fowler’s employment agreement prohibits him from soliciting the employment of any person who has worked for the Company over the prior two (2) years. If Mr. Fowler was terminated without cause or because of a change in control during the term of his contract with the Company he would be owed a lump sum payment of $290,000. Mr. Fowler’s employment contract was renewed January 1, 2013 (with compensation set at $155,000 per annum) and terminated effective December 31, 2013 .

On January 1, 2012, Mr. Silva entered into an employment contract with the Company and was appointed President of Cerro Cazador S.A. Mr. Silva’s compensation was set at $155,000 per annum effective January 1, 2012. Mr. Silva received salary compensation of $183,904 (US$183,976) in 2012 (inclusive of fees paid in respect of his duties as a director of Cerro Cazador S.A.) and $146,546 (US$148,161) in 2011. During 2011 , Mr. Silva did not have an employment agreement with the Company. Mr. Silva is also entitled to earn an annual target bonus subject to achieving certain performance targets to be negotiated annually between Mr. Silva and the Board of Directors. The Company may terminate his employment agreement without cause by making a payment equivalent to 12 months of his base salary in the form of a lump sum payment. In the event of a change of control, whether by merger, purchase or otherwise, or a significant change in the business of the Company, Mr. Silva is terminated without cause he will be entitled to a lump sum payment of one (1) years’ salary. Mr. Silva’s employment agreement prohibits him from soliciting the employment of any person who has worked for the Company over the prior two (2) years. If Mr. Silva was terminated without cause or because of a change in control during the term of his contract with the Company he would be owed a lump sum payment of $155,000. Mr. Silva’s employment contract was renewed January 1, 2013 and terminated effective December 31, 2013 .

On January 1, 2012, Mrs. Streng entered into an employment contract with the Company and was appointed Interim Chief Financial Officer and Secretary; on March 1, 2012 she resigned her positions as Interim Chief Financial Officer and Secretary, and accepted the position of Corporate Controller. Mrs. Streng’s compensation was set at $115,000 per annum effective January 1, 2012. Mrs. Streng received salary compensation of $114,954 (US$115,000) in 2012 and $77,815 (US$78,737) in 2011. Mrs. Streng was not employed with the Company in 2010. During 2011, Mrs. Streng did not have an employment agreement with the Company. Mrs. Streng was also entitled to earn an annual target bonus subject to achieving certain performance targets to be negotiated annually between Mrs. Streng and the Board of Directors. The Company may terminate her employment agreement without cause by making a payment equivalent to (nine) 9 months of her base salary in the form of a lump sum payment. In the event of a change of control, whether by merger, purchase or otherwise, or a significant change in the business of the Company, Mrs. Streng is terminated without cause she will be entitled to a lump sum payment of nine (9) months’ salary. Mrs. Streng’s employment agreement prohibits her from soliciting the employment of any person who has worked for the Company over the prior two (2) years. If Mrs. Streng was terminated without cause or because of a change in control during the term of her contract with the Company she would be owed a lump sum payment of US$86,250. Mrs. Streng’s employment contract was renewed January 1, 2013 and terminated effective December 31, 2013 .

The 3,500,000 options granted in conjunction with the Company’s Qualifying Transaction in 2009 would fully vest upon a change of control of the Company. A change of control is defined as a reorganization, merger, amalgamation or other transaction in which the Company’s shareholders would retain less than 50% of the votes attaching to all shares in the capital of the resulting Company.

Equity Compensation Plans

The following table sets forth, as at December 31, 2012, the equity compensation plans pursuant to which equity securities of the Company may be issued:

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	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights ($)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by securityholders	7 ,147,470	$0.32	2,913,683
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
Total	7,1 47,470	$0.32	2,913,683

Critical Accounting Policies and Estimates

The consolidated financial statements as of December 31, 2012 have been prepared by management in accordance with international financial reporting standards, as adopted by the International Accounting Standards Board.

The critical accounting policies used in the preparation of these consolidated financial statements are described below.

Basis of measurement

The consolidated financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial assets and financial liabilities to fair value.

Consolidation

The Company’s consolidated financial statements consolidate the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions, balances and unrealized gains or losses from intercompany transactions are eliminated on consolidation.

Foreign currency translation

Monetary assets and liabilities, denominated in currencies other than the Canadian dollar are translated into Canadian dollars at the rates of exchange prevailing at the reporting date. Non-monetary assets and liabilities are translated at the exchange rate prevailing at the transaction date. Revenues and expenses are translated at average exchange rates throughout the reporting period. Gains and losses on translation of foreign currencies are included in the consolidated statements of loss and comprehensive loss.

The Company’s subsidiaries have adopted the United States Dollar as their functional currency. Financial statements are translated to their Canadian dollar equivalents using the current rate method. Under this method, the statements of loss and comprehensive loss and cash flows for each period have been translated using the average exchange rates prevailing during each period. All assets and liabilities have been translated using the exchange rate prevailing at the statement of financial position date. Translation adjustments are recorded as income or losses in other comprehensive income or loss. Transaction gains and losses resulting from fluctuations in currency exchange rates on transactions denominated in currencies other than the United States dollar are recognized as incurred in the accompanying consolidated statements of loss and comprehensive loss.

Financial instruments

Financial assets and liabilities are recognized when the Company becomes party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.

Financial assets and liabilities are offset and the net amount reported in the consolidated statement of financial position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously.

At initial recognition, the Company classifies its financial instruments in the following categories depending on the purpose for which the instrument were acquired.

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Financial assets

Fair value through profit or loss

A financial asset can be classified as fair value through profit or loss only if it is designated at fair value through profit or loss or held-for-trading. The Company’s financial assets at fair value through profit or loss are held for trading financial assets. They are measured at fair value with changes in fair value included in the statement of loss and comprehensive loss.

Loans and receivables

These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. These assets are measured at amortized cost using the effective interest method. Any gains or losses on the realization of receivables are included in the statement of loss and comprehensive loss.

Assets available for sale

Assets available for sale (“AFS”) represent securities and other financial investments that are non-strategic, that are neither held for trading, nor held to maturity, nor held for strategic reasons, and that have a readily available market price. As such, gains or losses from revaluation of the asset are recorded as other comprehensive loss, except to the extent that any losses are assessed as being permanent, and the asset is therefore impaired, under IAS 39, or if the asset is sold or otherwise disposed of. If the asset is impaired, sold or otherwise disposed of the revaluation gain or loss implicit in the transaction is recognized as a revenue or expense in the statement of loss and comprehensive loss.

Impairment of financial assets

All financial assets except for those at fair value through profit or loss are subject to review for impairment at each reporting date or when events indicate that impairment may exist. Financial assets are impaired when there is objective evidence that a financial asset or a group of financial assets are impaired. Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized.

Financial liabilities

Fair value through profit or loss

These liabilities are comprised of derivatives or liabilities acquired or incurred principally for the purpose of selling or repurchasing in the near term. They are measured at fair value with changes in fair value included in the statement of loss and comprehensive loss.

Other financial liabilities

They are measured at amortized cost using the effective interest method. Any gains or losses in the realization of other financial liabilities are included in the statement of loss and comprehensive loss.

Fair values

Fair values of financial assets and liabilities are based upon quoted market prices available from active markets or are otherwise determined using a variety of valuation techniques and models using quoted market prices.

Cash and equivalents

Cash and equivalents include cash on hand, deposits held with banks and other highly liquid short-term investments with original maturities of three months or less.

Value added tax (“VAT”)

VAT is generally charged for goods and services purchased in Argentina. The VAT paid may be recovered from VAT payable on future sales and therefore the Company recognizes VAT paid as an asset. The Company discounts its VAT receivable in order to reflect the present value of the VAT asset.

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Property and equipment

Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of an asset. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefit associated with the item will flow to the Company and the cost can be measured reliably. The carrying amount of a replaced asset is derecognized when replaced.

Repairs and maintenance costs are charged to the consolidated statements of loss and comprehensive loss during the period in which they are incurred.

Depreciation is calculated to amortize the cost of the property and equipment over their estimated useful lives using the straight-line method. Equipment and vehicles are stated at cost and depreciated over an estimated useful life of three years.

The Company allocates the amount initially recognized in respect of an item of property and equipment to its significant parts and depreciates separately each such part. Residual values, method of depreciation and useful lives of the assets are reviewed annually and adjusted if appropriate.

Gains and losses on disposals of property and equipment are determined by comparing the proceeds with the carrying amount of the asset and are included as part of other gains or losses in the consolidated statement of loss.

Exploration and evaluation expenditures

All exploration expenditures are expensed as incurred. Expenditures to acquire mineral rights, to develop new mines, to define further mineralization in mineral properties which are in the development or operating stage, and to expand the capacity of operating mines, are capitalized and amortized on a units-of-production basis over proven and probable reserves.

Should a property be abandoned, its capitalized costs are charged to the consolidated statement of loss and comprehensive loss. The Company charges to the consolidated statement of loss and comprehensive loss the allocable portion of capitalized costs attributable to properties sold. Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area.

Impairment

The carrying value of property and equipment and exploration and evaluation expenditures is reviewed for indicators at each reporting period and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. For the purpose of measuring recoverable amounts, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units or CGUs).

The recoverable amount is the higher of an asset’s fair value less cost to sell and value in use (being the present value of the expected future cash flows of the relevant asset or CGU). An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount.

Expected future cash flows for property and equipment and exploration and evaluation expenditures are based on estimates of future metal prices and foreign exchange rates, proven and probable reserves, and future operating, capital, and reclamation cost assumptions.

The Company evaluates impairment losses for potential reversals when events or circumstances warrant such consideration.

Provisions

Provisions are liabilities that are uncertain in timing or amount. The Company records a provision when and only when:

(i) The Company has a present obligation (legal or constructive) as a result of past events;

(ii) It is probable that an outflow of resources will be required to settle the obligation; and

(iii) A reliable estimate can be made of the amount of the obligation.

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Provisions are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period, and are discounted to present value where the effect is material. The increase in the provision due to passage of time is recognized as accretion expense. Changes in assumptions or estimates are reflected in the period in which they occur.

Provision for environmental restoration represents the legal and constructive obligations associated with the eventual closure of the Company’s exploration properties. These obligations consist of expenditures associated with reclamation and monitoring of activities and the removal of tangible assets. The discount rate used is based on a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability, excluding the risks for which future cash flow estimates have already been adjusted. The Company doesn’t have any material environmental restoration obligations at this time.

Current and deferred tax

Income tax expense represents the sum of current tax and deferred tax expense. Income tax is recognized in the statement of loss and comprehensive loss except to the extent it relates to items recognized directly in shareholders’ equity, in which case the income tax expense is recognized in shareholders’ equity. Current income taxes are measured at the amount, if any, expected to be recoverable from or payable to taxation authorities based on the income tax rates enacted or substantively enacted at the end of the reporting period.

The Company follows the liability method of accounting for deferred taxes. Under this method, deferred tax assets or liabilities are recorded to reflect differences between the accounting and tax base of assets and liabilities, and income tax loss carry forwards. Deferred taxes are measured using tax rates that are expected to apply to the period when the deferred tax asset is realized or deferred tax liability is settled, based on income tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The effect of any changes in tax rate is recognized in the statement of loss and comprehensive loss in the period in which the change occurs or in shareholders’ equity, depending on the nature of the item(s) affected by the adjustment.

Deferred tax assets and liabilities are not recognized for temporary differences relating to: the initial recognition of goodwill; the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit or loss or taxable profit or loss; certain differences associated with subsidiaries, branches and associates, and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognized for deductible temporary differences to the extent it is probable that future taxable profit will be available against which the deferred tax asset can be utilized. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent it is no longer probable that sufficient profits will be available to allow the asset to be recovered.

The Company offsets deferred tax assets and deferred tax liabilities relating to the same taxable entity. The Company may also offset deferred tax assets and deferred tax liabilities relating to different taxable entities, where the amounts relate to income taxes levied by the same taxation authority and the entities intended to realize the assets and settle the liabilities simultaneously.

Provision for Minimum Presumed Income Tax

The Company determines the Minimum Presumed Income Tax (“MPIT”) by applying the rate of 1% on the taxable assets in Argentina as of the reporting period. This tax is separate from current and deferred taxes. The Company’s tax obligations in each fiscal year will be comprised of the greater of both taxes. However, if the MPIT exceeds the income tax in the fiscal year, such surplus may be computed as payment on account of the income tax that may arise in any of the ten subsequent fiscal years.

Share-based compensation

The Company offers a share option plan for its directors, officers, employees and consultants. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. Fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. Share based compensation expense is recognized over the tranche’s vesting period by increasing contributed surplus based on the number of awards expected to vest. The number of awards expected to vest is reviewed at least annually, with any impact being recognized immediately.

Any consideration paid on exercise of share options is credited to share capital. The contributed surplus resulting from share-based compensation is transferred to share capital when the options are exercised.

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Revenue Recognition

Revenue for the Company is derived from Operator’s fees, and ongoing lease payments are derived once projects under the Company’s exploration agreement with Eldorado Gold have advanced from Stage I to Stage II. Operator’s fees are recognized when the services are provided, when persuasive evidence of an arrangement exists, the fee is determinable, and there is reasonable assurance of collection. Operator’s fees are generated when the Company operates an exploration program under a budget approved by the project partner. The Company charges the project partner a pre-determined fee based on a percentage of the total exploration expenditures incurred. As operator, the Company may recover certain direct and indirect costs, and overhead which are recognized as a cost recovery, through the consolidated statements of loss and comprehensive loss.

The Company recovers costs from its exploration partner through the advancement of funds for expenditures before an exploration period has begun. On a monthly basis, the Company provides its exploration partner a reconciliation of expenses over the previous month and any surplus or shortage is carried over and applied to the following month’s budget. This recovery of expenditures is classified as Cost Recovery.

The Company also generates one time payments that are classified as miscellaneous income when a project is accepted into the agreement as a Stage I project, when a project advances from a Stage I project to a Stage II project and when a project advances from a Stage II project to Stage III. Stage I, is an early exploration project that is not ready for exploration drilling; Stage II; is a project that is drill ready, or being drilled; Stage III, requires that the Company and its exploration partner jointly create a new company where by the Company will retain a 25% interest in the new company and its exploration partner, or a nominee of their choice, will be granted a 75% interest in the new company.

Earnings per share

The calculation of earnings per share (“EPS”) is based on the weighted average number of shares outstanding for each year. The basic EPS is calculated by dividing the earnings or loss attributable to the equity owners of the Company by the weighted average number of common shares outstanding during the year.

The computation of diluted EPS assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on the earnings per share. The treasury stock method is used to determine the dilutive effect of the warrants and share options. When the Company reports a loss, the diluted net loss per common share is equal to the basic net loss per common share due to the anti-dilutive effect of the outstanding warrants and share options.

Accounting standards issued but not yet applied

IFRS 9, International Financial Reporting Standard, (“IFRS 9”)

IFRS 9 was issued in November 2009 and contained requirements for financial assets. This standard addresses classification and measurement of financial assets and replaces the multiple category and measurement models in IAS 39, Financial Instruments: Recognition and Measurement, for debt instruments with a new mixed measurement model having only two categories: amortized cost and fair value through profit or loss. IFRS 9 also replaces the models for measuring equity instruments, and such instruments are either recognized at fair value through profit or loss or at fair value through other comprehensive loss.

Where such equity instruments are measured at fair value through other comprehensive loss, dividends are recognized in profit or loss to the extent not clearly representing a return of investment; however, other gains and losses (including impairments) associated with such instruments remain in accumulated comprehensive income indefinitely.

Requirements for financial liabilities were added in October 2010 and they largely carried forward existing requirements in IAS 39, except that fair value changes due to credit risk for liabilities designated at fair value through profit and loss would generally be recorded in other comprehensive loss.

This standard is required to be applied for accounting periods beginning on or after January 1, 2015, with earlier adoption permitted. The Company is assessing the impact of the standard.

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IFRS 10, Consolidated Financial Statements

On May 12, 2011, the IASB issued IFRS 10, Consolidated Financial Statements that addresses the accounting for consolidated financial statements by establishing a single control model that applies to all entities, including special purpose entities or structured entities. IFRS 10 will require management to exercise significant judgment to determine which entities are controlled and therefore are required to be consolidated by a parent as a single economic entity.

IFRS 10 establishes criteria for determining control which includes the ability to direct the activities of the investee that significantly affect the investee’s return, exposes the controlling entity to variable returns of the investee and has power over the investee sufficient to affect returns to the investor. Control activities outlines in IFRS 10 include the ability to determine operating policies, making capital decisions, appointing key management and managing underlying investments.

The standard is required to be applied for accounting periods beginning on or after January 1, 2013, with earlier adoption permitted. IFRS 10 must be adopted in conjunction with IFRS 11 and 12. The Company is assessing the impact of the standard.

IFRS 11 , Joint Arrangements

On May 12, 2011, the IASB issued IFRS 11, Joint Arrangements which establishes principals for financial reporting by parties to a joint arrangement. IFRS 11 supersedes IAS 31, Interests in Joint Ventures and is effective for reporting periods after January 1, 2013. IFRS 11 describes the accounting for a “joint arrangement,” defined as a contractual arrangement over which two or more parties have joint control. While IFRS 11 supersedes IAS 31, it does not broaden the scope of the standard.

Under IFRS 11 joint control is determined by the contractually agreed sharing of control of an arrangement whereby the decisions about the relevant activities require unanimous consent of the parties sharing control. Key in determining joint control include; contractual agreement among the parties, the ability to exert control over the relevant activities and the requirement for unanimous consent amongst the parties to an arrangement. Joint arrangements will be classified as either “joint operations” or “joint ventures” under IFRS 11. For joint operations the operator will continue to recognize its assets, liabilities, revenues and expenses under its control as they would have under IAS 31. In a joint venture the parties have joint control and rights to the net assets of the arrangement.

The standard is required to be applied for accounting periods beginning on or after January 1, 2013, with earlier adoption permitted. IFRS 11 must be adopted in conjunction with IFRS 10 and 12. The Company is assessing the impact of the standard.

IFRS 12, Disclosure of Involvement with Other Entities

On May 12, 2011, the IASB issued IFRS 12, Disclosures of Interests in Other Entities . IFRS 12 combines the disclosure requirements for an entity’s interests in subsidiaries, joint arrangements, associates and structured entities into one comprehensive disclosure standard as previously included in IAS 27, 28 and 31 along with new disclosure standards. IFRS 12 is intended to disclose information that help users of financial statements evaluate the nature and risk associated with interest in another entity and the effect those interests have on its financial position, financial performance and cash flows.

IFRS 12 requires that management disclose significant judgments and estimates used in determining whether it has control, joint control or significant influence over another entity and the type of joint arrangement established when done through a separate vehicle.

The standard is required to be applied for accounting periods beginning on or after January 1, 2013, with earlier adoption permitted. IFRS 12 must be adopted in conjunction with IFRS 10 and 11. The Company is assessing the impact of the standard.

IFRS 13, Fair Value Measurements

On May 12, 2011, the IASB issued guidance on the fair value measurement disclosure requirements for IFRS. This standard aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements, which are largely aligned between IFRSs and US GAAP, do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRSs.

The standard is required to be applied for accounting periods beginning on or after January 1, 2013. The Company has not yet assessed the potential impact of the standard.

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IAS 1, Presentation of Items of OCI: Amendments to IAS I Presentation of Financial Statements

In June 2011, the IASB issued IAS 1, Presentation of Items of OCI: Amendments to IAS I Presentation of Financial Statements. The amendments stipulate the presentation of net earnings and OCI and also require the Company to group items within OCI based on whether the items may be subsequently reclassified to profit or loss. Amendments to IAS 1 are effective for annual periods beginning on or after July 1, 2012. The Company is assessing the impact of the standard.

IFRIC 20, Stripping Costs in the Production Phase of a Surface Mine

In IFRIC 20, the IFRS Interpretations Committee sets out principles for the recognition of production stripping costs in the balance sheet. The interpretation recognizes that some production stripping in surface mining activity will benefit production in future periods and sets out criteria for capitalizing such costs. Since the Company is not yet in production this standard does not yet apply to the Company.

Transition to International Financial Reporting Standards

The Company adopted IFRS effective for the year end December 31, 2011 with one year of comparative financial statements. In accordance with IFRS 1 the Company presented it opening statement of financial position as of January 1, 2010 and all subsequent reports using the same accounting policies, which comply with each IFRS effective as of the Company first annual financial statement presented in compliance with IFRS.. The date of the first annual financial statements in compliance with IFRS was for the year ended December 31, 2011.

The IFRS accounting policies have been applied in preparing the consolidated financial statements for the years ended December 31, 2012 and 2011, the comparative year and the opening statement of financial position at the date of transition.

(a) Elected exemptions from full retrospective application

IFRS 1 requires accounting policies to be applied retrospectively to determine the opening statement of financial position at the Company’s transition date of January 1, 2010, and allows certain exemptions on the transition to IFRS. The optional exemptions applied are as follows:

(i) Business combinations

Under IFRS 1, the Company can elect to not restate in accordance with IFRS 3 Business Combinations , all business combinations that occurred prior to the transition date or to only restate all business combinations that occurred after a designated date prior to the transition date. The Company has applied this exemption to all business combinations that occurred prior to January 1, 2010.

(ii) Share-based payment transactions

IFRS 1 encourages, but does not require a first time adopter to apply IFRS 2 Share-based Payment (“IFRS 2”) to equity instruments that were granted on or before November 7, 2002, or were granted after November 7, 2002, but vested before the Company’s IFRS transition date. Accordingly, an entity may elect not to retrospectively apply IFRS 2 to these equity instruments.

The Company has elected this exemption and as a result, has applied IFRS 2 retrospectively only for share-based payments that were granted after November 7, 2002, and had not vested at the date of transition.

(iii) Cumulative translation differences

IFRS 1 allows cumulative translation differences for all foreign operations to be reset to zero at the date of transition to IFRS, with future gains or losses on subsequent disposal of any foreign operations to exclude translation differences arising prior to the date of transition to IFRS. The Company has elected this exemption and accordingly, has reset all cumulative translation differences to zero on transition to IFRS.

(iv) Borrowing costs

IFRS 1 permits an entity to apply the transitional provisions of IAS 23 - Borrowing Costs as an alternative to full retrospective application. Under these provisions, the Company may elect to only apply IAS 23 to qualifying assets for which the commencement date for capitalization is on or after the date of transition (or an elected earlier date). The Company has elected to apply this exemption from its transition date of January 1, 2010, and as a result, will apply IAS 23 from this date onwards for projects with a commencement date of January 1, 2010 or later.

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(b) Mandatory exceptions to retrospective application

IFRS 1 outlines specific guidelines that a first-time adopter must adhere to under certain circumstances. The Company has applied the following guidelines to its opening consolidated statement of financial position dated January 1, 2010:

(i) Estimates

Hindsight was not used to create or revise estimates and accordingly, the estimates previously made by the Company under Canadian GAAP are consistent with their application under IFRS.

The Company’s transition from Canadian GAAP to IFRS has resulted in adjustments to its consolidated statement of financial position, consolidated statement of loss, consolidated statement of comprehensive loss and consolidated statement of cash flows for the year ended December 31, 2010 and to the consolidated statement of financial position as of January 1, 2010. Further details of the adjustments and reconciliations to Canadian GAAP are provided in Note 18 Transition to IFRS in the Company’s financial statements for the year ended December 31, 2011. The adoption of IFRS has not changed our actual cash flows.

Commitments and Contingencies

On March 27, 2007, the Company signed a definitive lease purchase agreement with FK Minera S.A. to acquire a 100% interest in the Bajo Pobré gold property located in Santa Cruz province, Argentina. The Company may earn up to a 100% equity interest in the Bajo Pobré property by making cash payments and exploration expenditures over a five-year earn-in period. The required expenditures and ownership levels upon meeting those requirements are:

Year of the Agreement	Payment to FK Minera SA	Exploration Expenditures Required	Ownership
First year - 2007	US$50,000	US$250,000	0%
Second year - 2008	US$30,000	US$250,000	0%
Third year -2009	US$50,000	-	51%
Fourth year - 2010	US$50,000	-	60%
Fifth year – 2011	US$50,000	-	100%

After the fifth year, the Company is obligated to pay FK Minera S.A. the greater of a 1% net smelter royalty (“NSR”) on commercial production or US$100,000 per year. The Company has the option to purchase the NSR for a lump-sum payment of US$1,000,000 less the sum of all royalty payments made to FK Minera S.A. to that point.

As of December 31, 2011, the Company has made all required payments to F.K. Minera, however CCSA has not made sufficient exploration expenditures required by the Bajo Pobré contract. The parties to the contract have not finalized an amendment to the contract terms and therefore the Company’s ability to retain rights to explore the Bajo Pobré property is uncertain at this time.

In March 2007, the Company was the successful bidder for the exploration and development rights to the La Josefina project from Fomicruz. On July 24, 2007, the Company entered into an agreement with Fomicruz pursuant to which the Company agreed to invest a minimum of US$6 million in exploration and development expenditures over a four year period, including US$1.5 million before July 2008. The agreement provides that, in the event that a positive feasibility study is completed on the La Josefina property, a joint venture company would be formed by the Company and Fomicruz. A revised schedule for exploration and development of the La Josefina project was submitted in writing to Fomicruz and was adopted on May 3, 2011, mandating that an economic feasibility study and production decision be made by the Company for the La Josefina project by the end of 2013. The Company would own 91% of the joint venture company and Fomicruz would own the remaining 9%. As of December 31, 2011, the Company has invested approximately US$10 million in the La Josefina property.

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On June 30, 2010, a former director and accounting consultant (“the Consultant”) to the Company severed his business relationship with the Company. On August 5, 2010 the Consultant claimed that since 2006, he was actually an employee of, not a Consultant to, CCSA. On September 7, 2010, the Argentine Ministry of Labor, Employment and Social Security filed a Certificate of Notice on CCSA and the Company indicating that a representative from CCSA and the Company must appear before a mediator to address the Consultant’s claims. The certificates of notice stated the value of the Consultant’s claim against the Company at 500,000 pesos (US$126,811).

On March 18, 2011, a lawsuit was filed against the Company and its subsidiaries by the Consultant. The lawsuit claimed that the Consultant was an employee of the Company, not a consultant, since 2006. The total value of the claim was US$249,041, including wages, alleged bonus payments, interest and penalties. The consolidated financial statements include a contingent liability of $125,000 and a charge to operations for the year ended December 31, 2010 in the same amount. Management considers the lawsuit to be without merit and intends to defend the Company and its subsidiaries to the fullest extent possible.

On October 31, 2011, CCSA signed an agreement with the owners of Piedra Labrada for the use and lease of facilities on the same premises as the Company’s La Josefina facilities. The term is for three years beginning November 1, 2011 and ending on October 31, 2014, including annual commitments of $60,000.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Security Ownership of Certain Beneficial Owners and Management

The following table sets out the name, municipality of residence, and the number and percentage of common shares of the Company beneficially owned, or controlled or directed, of each director and executive officer of the Company. The directors are elected at each annual meeting and hold office until the next annual meeting, unless his office is vacated earlier due to death, removal, resignation or ceasing to be duly qualified in accordance with the Business Corporations Act (Alberta).

Name and Municipality of Residence	Common Shares of the Company Beneficially Owned, or Controlled or Directed, Directly or Indirectly (1)	Percentage of Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly (2)
Tim Hunt Greenacres, Washington, USA Executive Chairman and Director	51,188,200 (3)	42.1%
Darrick Hunt, CPA (4) Greenacres, Washington, USA Director	550,000 (5)	*%
Alan P. Chan Calgary, Alberta, Canada Director	780,000 (7)	*%
Danilo Silva Pigue, Argentina Director; President of CCSA	650,000 (8)	*%
Matthew Hughes Spokane, WA President and Chief Executive Officer	750,000 (12)	*%
Matt Fowler Spokane, WA Chief Financial Officer and Secretary	250,000 (13)	*%
Directors and Executive Officers as a Group (Six People)	54,168,200 (14)	44.5%

Notes:

*	Denotes less than one percent.

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(1)

Under Rule 13d–3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of common shares actually outstanding on December 31 , 2013.

(2)	The percentage is calculated based on 121,494,823 common shares that were outstanding as of December 31 , 2013.

(3)

Consists of 50,000,000 common shares of Hunt Mining directly and indirectly held by HuntMountain Resources Ltd. (a U.S. public company that is delinquent in its reporting obligations under section 13(a) of the Exchange Act), 188,200 common shares directly held by Tim Hunt, and 1,000,000 common shares issuable upon exercise of stock options held by Tim Hunt (500,000 expire December 23, 2014; 500,000 expire January 18, 2015). [Tim Hunt and the Hunt Family Limited Partnership (an entity controlled by Tim Hunt and his wife Resa Hunt) own approximately 93.2% of the shares of HuntMountain. Accordingly, Tim Hunt is deemed to be the beneficial owner of the 50,000,000 shares directly and indirectly held by HuntMountain. Tim Hunt is also the Chair, President and a director of HuntMountain] .

(4)	Mr. Darrick Hunt is also a director of HuntMountain and Tim Hunt’s adult son, but does not exercise any control over the HuntMountain (except in his capacity as one of Hunt Mountain’s directors) or the Hunt Family Limited Partnership.

(5)	Consists of 550,000 common shares issuable upon exercise of stock options (500,000 expire December 23, 2014; 50,000 expire February 27, 2017).

(6)	Mr. Andrew Gertler resigned as a director effective July 10, 2013.

(7)	Consists of 230,000 common shares and 550,000 common shares issuable upon exercise of stock options (150,000 expire December 23, 2014; 100,000 expire January 18, 2015; 197,530 expire January 27, 2016; 50,000 expire February 27, 2017).

(8)	Consists of 650,000 common shares issuable upon exercise of stock options (500,000 expire December 23, 2014; 150,000 expire February 27, 2017).

(9)	Mr. Scott Brunsdon resigned as a director effective November 5, 2013.

(10)	Mr. Jacques Perron resigned as a director effective November 5, 2013.

(11)	Mr. Bryn Harman resigned as a director effective November 25, 2013 .

(12)	Consists of 750,000 common shares issuable upon exercise of stock options (500,000 expire December 23, 2014; 250,000 expire February 27, 2017).

(13)	Consists of 250,000 common shares issuable upon exercise of stock options (250,000 expire February 27, 2017).

(14)	Includes 2,650,000 common shares issuable upon exercise of the stock options described in the foregoing notes .

The information as to shares beneficially owned or controlled or directed, directly or indirectly, not being within our knowledge, has been furnished by the officers and directors.

To the knowledge of the Company’s directors and executive officers, as of the date of this prospectus, no person beneficially owns, or controls or directs, directly or indirectly, common shares of the Company carrying 10% or more of the voting rights attached to all issued and outstanding common shares of the Company except as follows:

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Name and Municipality of Residence	Number of Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly (1)	Percentage of Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly (2)
HuntMountain Resources Ltd. (3) Liberty Lake, Washington, USA	50,000,000 (4)	41.2%
Tim Hunt Liberty Lake, Washington, USA	51,188,200 (5)	42.1%
RBC Global Asset Management Inc. (6) Toronto, ON, Canada	4,500,000 (7)	3.7%

Notes:

(1)

(2)	The percentage is calculated based on 121,494,823 common shares that were outstanding as of December 31 , 2013.

(3)	HuntMountain is a U.S. public company that is delinquent in its reporting obligations under section 13(a) of the Exchange Act. (See also Note 5 below.)

(4)

Includes 2,500,001 Hunt Mining common shares registered in the name of HuntMountain Investments. It is expected that such Hunt Mining common shares will be transferred to HuntMountain by way of an inter-corporate dividend in kind immediately prior to the distribution of up to 50,000,000 Hunt Mining common shares to the holders of record of HuntMountain’s common stock pursuant to this prospectus.

(5)

Consists of the 50,000,000 common shares of Hunt Mining directly and indirectly held by HuntMountain, 188,200 common shares directly held by Tim Hunt, and 1,100,000 common shares issuable upon exercise of stock options held by Tim Hunt (500,000 expire December 23, 2014; 500,000 expire January 18, 2015). [Mr. Tim Hunt (Executive Chairman of Hunt Mining) and the Hunt Family Limited Partnership (an entity controlled by Tim Hunt and his wife Resa Hunt) own approximately 93.2% of the shares of HuntMountain. Accordingly, Tim Hunt is deemed to be the beneficial owner of the 50,000,000 shares directly and indirectly held by HuntMountain. Tim Hunt is also the Chair, President and a director of HuntMountain .

(6)	Based on public filings, RBC Global Asset Management Inc. is a wholly-owned subsidiary of Royal Bank of Canada.

(7)	Based on public filings, this figure represents shares held by RBC Global Asset Management on behalf of client accounts over which RBC Global Asset Management has discretionary trading authority.

As at December 31 , 2013, approximately 45.2% of our Company’s common shares were held by 98 shareholders of record with addresses in the United States.

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The following table sets forth details of anticipated major shareholders of our Company immediately following the offering contemplated by this prospectus, assuming the distribution of all of the 50,000,000 common shares.

Name and Municipality of Residence 1	Number of Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly (1)	Percentage of Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly (2)
Hunt Family Limited Partnership (3) Liberty Lake, WA USA	38,967,279	32%
Tim Hunt. Liberty Lake, Washington, USA	47,905,523 (4)	39.4%
RBC Global Asset Management Inc. (5) Toronto, ON, Canada	4,500,000 (6)	3.7%

Notes:

(1)

Under Rule 13d–3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect what the person’s actual ownership or voting power will be with respect to the number of common shares actually outstanding immediately after the completion of the offering contemplated by this prospectus.

(2)	The percentage is calculated based on the 121,494,823 common shares that were outstanding as of December 31 , 2013.

(3)

Hunt Family Limited Partnership is an entity controlled by Tim Hunt and his spouse Resa Hunt. Accordingly, Mr. Hunt is deemed to be the beneficial owner of the 38,967,279 Hunt Mining Shares that will be held by Hunt Family Limited Partnership immediately upon completion of the offering. Mr. Hunt is our Company’s Executive Chairman and a Director.

(4)

Consists of the 38,967,279 common shares of Hunt Mining that will be distributed to Hunt Family Limited Partnership pursuant to the offering contemplated by this prospectus, 188,200 common shares directly held by Mr. Hunt, and 1,100,000 common shares issuable upon exercise of stock options held by Mr. Hunt (500,000 expire December 23, 2014; 500,000 expire January 18, 2015).

(5)	Based on public filings, RBC Global Asset Management Inc. is a wholly-owned subsidiary of Royal Bank of Canada.

(6)	Based on public filings, this figure represents shares held by RBC Global Asset Management on behalf of client accounts over which RBC Global Asset Management has discretionary trading authority.

Transactions with Related Parties

During the three months ended September 30, 2013, the Company paid $Nil (September 30, 2012 - $44,490) to HuntMountain Resources Ltd. (“HuntMountain”), an entity controlled by the Company’s Executive Chairman, for the rental of office space. During the nine months ended September 30, 2013, the Company paid $Nil (September 30, 2012 - $94,799) to HuntMountain Resources Ltd. (“HuntMountain”), an entity controlled by the Company’s Executive Chairman, for the rental of office space.

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During the three months ended September 30, 2013, the Company incurred $25,781 (September 30, 2012 – $44,061) in professional fees expense relating to the services of Danilo Silva, the President of CCSA. During the nine months ended September 30, 2013, the Company incurred $91,215 (September 30, 2012 – $147,095) in professional fees expense relating to the services of Danilo Silva, the President of CCSA. Included in accounts payable and accrued liabilities as at September 30, 2013 was $29,691 (December 31, 2012 - $14,999) owing to Danilo Silva, the President of CCSA for professional geological fees. Included in prepaid expenses as at September 30, 2013, the Company had a receivable due from Danilo Silva, the President of CCSA for $992 (December 31, 2012 - $45) for cash advanced for field expenses.

During the three months ended September 30, 2013, the Company incurred $8,533 (September 30, 2012 – $6,678) in general and administrative expenses relating to rent paid for office space to Danilo Silva, the President of CCSA. During the nine months ended September 30, 2013, the Company incurred $22,444 (September 30, 2012 – $22,800) in general and administrative expenses relating to rent paid for office space to Danilo Silva, the President of CCSA.

Included in accounts payable and accrued liabilities as at September 30, 2013 was $Nil (December 31, 2012 – $2,754) owing to Danilo Silva, the President of CCSA relating to rent paid for office space.

During the three months ended September 30, 2013, the Company incurred $11,960 (September 30, 2012 - $14,933) in professional fees expense relating to the accounting services of Daniel Pezzino, a director of CCSA. During the nine months ended September 30, 2013, the Company incurred $42,146 (September 30, 2012 - $43,506) in professional fees expense relating to the accounting services of Daniel Pezzino, a director of CCSA. Included in accounts payable and accrued liabilities as at September 30, 2013, the Company had a payable owing to Daniel Pezzino, the director of CCSA of $9,078 (December 31, 2012 – $6,098). Included in prepaid expenses as at September 30, 2013, the Company had a receivable due from Daniel Pezzino, the director of CCSA of $151 (December 31, 2012 - $196) for cash advanced for miscellaneous expenses.

In conjunction with the Company’s Qualifying Transaction, on December 23, 2009, the Company advanced $200,000 to HuntMountain, CCSA’s former parent corporation, as a refundable deposit. As at the period ended September 30, 2013, the balance owed by HuntMountain to the Company was $114,408 (December 31, 2012 - $114,408). The Company is doubtful of the collectability of this receivable as of September 30, 2013. The Company has recorded an allowance for the full amount of this receivable .

In conjunction with the Company’s Qualifying Transaction, on December 23, 2009, the Company advanced $200,000 to HuntMountain, CCSA’s former parent corporation, as a refundable deposit. The deposit was not applied to the consideration of the Qualifying Transaction and therefore was reflected in prepaid expenses and deposits on the Company’s consolidated statement of financial position at December 31, 2011 (January 1, 2010 and December 31, 2010 – $200,000). At the year ended December 31, 2011, the Company received notice from HuntMountain that they had identified invoices refundable to them as part of the Qualifying Transaction. Upon submittal to Hunt Mining, $43,000 of expenses were identified as refundable. The Company credited the $43,000 against the $200,000 receivable leaving an outstanding balance owed by HuntMountain to Hunt Mining of $157,000 as at December 31, 2011. As at the year ended December 31, 2012, the balance owed by HuntMountain to the Company had been reduced to $114,408. As at September 30 , 2013, the balance owed by HuntMountain to the Company remained at $114,408. The Company is doubtful of the collectability of this receivable as of September 30, 2013. The Company has recorded an allowance for the full amount of this receivable. All related party transactions are in the normal course of business .

During the year ended December 31, 2012, the Company paid $179,055 (2011 - $84,803) to HuntMountain, for the rental of office space. Of the $179,055, $84,291 relates to settlement of a lease break fee, of that $42,123 was applied to refundable deposit made to HuntMountain.

During the year ended December 31, 2012, the Company incurred $191,651 (2011 – $146,546) in professional fees expense relating to the services of Danilo Silva, the President of CCSA. Included in accounts payable and accrued liabilities as at December 31, 2012 was $14,999 (December 31, 2011 - $12,773) owing to Mr. Silva for professional geological fees. Included in prepaid expenses as at December 31, 2012, the Company had a receivable due from Mr. Silva for $45 (December 31, 2011 - $3,100) for cash advanced for field expenses.

During the year ended December 31, 2012, the Company incurred $31,075 (2011 – $27,502) in general and administrative expenses relating to rent paid for office space to Danilo Silva, the President of CCSA. Included in accounts payable and accrued liabilities as at December 31, 2012 was $2,754 (2011 – Nil) owing to Mr. Silva relating to rent paid for office space.

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During the year ended December 31, 2012, the Company incurred $58,212 (2011 - $94,605) in professional fees expense relating to the accounting services of Daniel Pezzino , a director of CCSA. Included in accounts payable and accrued liabilities as at December 31, 2012, the Company had a payable owing to the director of CCSA of $6,098 (2011 – $5,027). Included in prepaid expenses as at December 31, 2012, the Company had a receivable due from the director of CCSA of $196 (2011 - $166) for cash advanced for miscellaneous expense

During the year ended December 31, 2011, the Company paid US$85,761 (2010 - US$87,116) to HuntMountain for the rental of office space.

During the year ended December 31, 2011, the Company incurred $146,546 (2010 – $139,769) in professional fees expense relating to the services of Danilo Silva, the President of CCSA. Included in accounts payable and accrued liabilities as at December 31, 2011 was $12,773 (December 31, 2010 - $11,785) owing to Mr. Silva for professional geological fees.

Included in prepaid expenses as at December 31, 2011, the Company had a receivable due from Danilo Silva, the President of CCSA for $3,100 (December 31, 2010 - $534) for cash advanced for field expenses.

During the year ended December 31, 2011, the Company incurred $27,502 (2010 – $31,276) in general and administrative expenses relating to rent paid for office space to Danilo Silva, the President of CCSA.

During the year ended December 31, 2011, the Company incurred $94,605 (2010 - $38,660) in professional fees expense relating to the accounting services of Daniel Pezzino , a director of CCSA. Included in accounts payable and accrued liabilities as at December 31, 2011, the Company had a payable owing to a director of CCSA for accounting services of $5,027 (December 31, 2010 – $4,467).

During the year ended December 31, 2011, the Company acquired office furniture and fixtures from HFP, LLC, an entity controlled by the Tim Hunt, the Company’s Executive Chairman, for $Nil (2010 - $44,419).

During the year ended December 31, 2011, the Company acquired computer equipment from HuntMountain for US$36,477 (2010 - $Nil). The Company paid a deposit of $Nil (2010 - US$5,000) in relation to the purchase.

During the year ended December 31, 2011, the Company paid US$23,973 (2010 - US$21,453) to Huntwood Industries, an entity controlled by Tim Hunt, the Company’s Executive Chairman, for marketing design services, website development and website maintenance. As at December 31, 2011, US$18,915 (December 31, 2010 – US$21,453) is reflected in accounts payable and accrued liabilities.

During the year ended December 31, 2011 the Company paid $Nil (2010 - US$10,000) to HuntMountain for reimbursement of travel expenses incurred by HuntMountain in conjunction with the Qualifying Transaction. This is recorded in travel expenses in the consolidated statement of loss.

On March 14, 2011, Hunt Gold USA LLC acquired the remaining amount of the loan owing from CCSA to HuntMountain. The outstanding principal amount of the loan was US$103,000 and the accrued interest relating to the loan was US$11,682. The total consideration paid to HuntMountain was 97% of the outstanding principal plus all accrued interest. The total consideration for this transaction was $111,592.

All related party transactions are related to the normal course of business and are recorded at the exchange amount which is the amount agreed to by the related parties.

Patagonia Drill Mining Services S.A. Payables

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Agreement, CCSA’s balance sheet reflected an equity investment by HuntMountain equal to the amount of the PDM Payables, net of a prepaid deposit. CCSA was to recognize an offsetting short term note receivable from HuntMountain for the same amount. As HuntMountain made payments to CCSA over time, the note receivable was to be extinguished and the PDM Payables were to be paid down.

These transactions related to the normal course of business, and were recorded at the exchange amount.

MARKET FOR OUR COMMON SHARES

Our common shares were originally listed on the TSXV under the trading symbol “SMMP”. In accordance with TSXV policies, trading in our common shares was halted upon the announcement of our letter intent with HuntMountain dated June 23, 2009, in respect of our Qualifying Transaction. Trading of our common shares resumed on the TSXV on January 4, 2010, as we satisfied the listing requirements of the TSXV for a “Tier 2” issuer under TSXV policies upon closing of the Qualifying Transaction.

At a Special and Annual Meeting of Hunt Mining’s shareholders held on February 1, 2010 our shareholders approved a change of our name from “Sinomar Capital Corp.” to “Hunt Mining Corp.” The TSXV approved the new name and the common shares began trading under the new symbol “HMX” on Tier 2 of the TSXV on February 5, 2010.

The following table details the price range and volume traded for the Common Shares on the TSXV on a monthly basis for the years ended December 31, 2010, 2011, 2012 and 2013:

Trading period	High	Low	Volume
January, 2010	$ 0.65	$ 0.04	80,100
February, 2010	$ 0.65	$ 0.05	23,400
March, 2010	$ 0.06	$ 0.05	16,000
April, 2010	$ 0.58	$ 0.43	13,500
May, 2010	$ 0.54	$ 0.40	12,800
June, 2010	$ 0.50	$ 0.30	25,200
July, 2010	$ 0.38	$ 0.28	15,700
August, 2010	$ 0.32	$ 0.28	4,200
September, 2010	$ 0.36	$ 0.30	12,100
October, 2010	$ 0.35	$ 0.31	6,000
November, 2010	$ 0.35	$ 0.29	65,200
December, 2010	$ 0.37	$ 0.27	87,200
January, 2011	$0.37	$0.29	104,400
February, 2011	$0.41	$0.33	103,700
March, 2011	$0.39	$0.28	130,000
April, 2011	$0.38	$0.29	73,500
May, 2011	$0.58	$0.25	412,000
June, 2011	$0.54	$0.40	103,500
July, 2011	$0.69	$0.48	127,000
August, 2011	$0.60	$0.43	40,900
September, 2011	$0.47	$0.30	11,000
October, 2011	$0.35	$0.21	1,629,000

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November,2011	$0.28	$0.19	312,000
December, 2011	$0.23	$0.19	368,300
January, 2012	$0.28	$0.23	1,849,126
February, 2012	$0.36	$0.26	815,125
March, 2012	$0.30	$0.22	1,000,524
April, 2012	$0.24	$0.18	596,570
May,2012	$0.24	$0.07	5,362,670
June, 2012	$0.13	$0.07	4,581,683
July, 2012	$0.19	$0.11	774,100
August, 2012	$0.22	$0.12	920,538
September, 2012	$0.23	$0.17	1,119,420
October, 2012	$0.25	$0.20	745,290
November, 2012	$0.25	$0.16	650,074
December, 2012	$0.21	$0.125	895,779
January, 2013	$0.16	$0.13	622,412
February, 2013	$0.14	$0.10	771,395
March, 2013	$0.10	$0.05	1,957,600
April, 2013	$0.07	$0.04	4,221,200
May, 2013	$0.08	$0.04	2,915,500
June, 2013	$0.06	$0.05	171,900
July, 2013	$0.05	$0.03	599,000
August, 2013	$0.04	$0.03	409,000
September, 2013	$0.04	$0.03	10,297,700
October, 2013	$0.04	$0.02	3,048,100
November, 2013	$0.03	$0.02	1,396,500
December, 2013	$0.03	$0.01	9,831,300

We have no class of securities registered under the Securities Exchange Act of 1934, as amended, and none of our securities are traded on any stock exchange or stock quotation system in the United States

Shares Eligible for Future Sale

We have 121,494,823 shares of common stock outstanding. All 50,000,000 common shares proposed for distribution by way of a dividend in kind pursuant to this prospectus will be freely tradable without restriction in the United States under the U.S. Securities Act unless acquired by our affiliates. Common shares issued by us in the future may be sold in the public market in the United States only if registered or if they qualify for an exemption from registration, including the exemption described below under Rule 144 promulgated under the Securities Act, if available.

Generally, our affiliates will include our directors, executive officers and those persons who beneficially own or control sufficient voting securities to materially affect control of our Company. Generally, any person who beneficially owns or controls at least 10% of our Company’s common shares will be presumed to materially affect control of our Company, and therefore will be considered an affiliate of our Company.

Tim Hunt and the Hunt Family Limited Partnership (an entity controlled by Tim Hunt and his wife Resa Hunt) own approximately 93.2% of the outstanding shares of HuntMountain common stock. Therefore, it is anticipated that Tim Hunt and the Hunt Family Limited Partnership will receive up to an aggregate of 46,617,323 common shares (representing 93.8% of the outstanding common shares) proposed for distribution under this prospectus. Tim Hunt is the Executive Chairman and a director of our Company.

In addition, Darrick Hunt, a director of our Company and the adult son of Tim Hunt, is anticipated to receive common shares pursuant to this prospectus.

The following table sets forth the number of Hunt Mining common shares that are anticipated to be received by way of dividend from HuntMountain pursuant to this prospectus by: (a) affiliates of our Company as “control shares” and therefore subject to resale restrictions under the Securities Act and the rules promulgated thereunder; and (b) non-affiliates as free-trading shares:

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Name and Position with Our Company	Number of Common Shares of the Company to be Received from HuntMountain	Percentage of Common Shares of the Company to be Distributed by HuntMountain
Control Shares (Subject to Resale Restrictions) (1)
Tim Hunt President and Chief Executive Officer , Executive Chairman, Director	7,650,044	15.30%
Hunt Family Limited Partnership Affiliated Shareholder	38,967,279	77.93%
Darrick Hunt Director	907,423	1.81%

Free-Trading Shares
Other Non-Affiliated Shareholders ( 1,380 Persons )	2,475,254	4.96%

Notes:

These common shares will be subject to resale restrictions under the U.S. Securities Act and the rules promulgated thereunder, and, absent registration for resale under the U.S. Securities Act, are anticipated to be resold by the holders only pursuant to an exemption or exclusion from registration under the U.S. Securities Act, including Rule 144 under the U.S. Securities Act (if available). (See below.)

Any common shares of our Company that are directly or indirectly acquired by such persons pursuant to this prospectus, or otherwise, will be considered to constitute “control shares”, and each of them could be deemed to be underwriters of our common shares, with the result that they will not be able to effect any resale transactions of our common shares (including those that may be distributed to them under this prospectus) absent registration under the U.S. Securities Act or an exemption from registration. In addition, they will be unable to rely on section 4(a)(1) of the U.S. Securities Act to effect transactions in our common shares.

In practice, given the foregoing restrictions on “control securities”, an affiliate of an issuer will typically seek to rely on the safe harbor in U.S. Securities Act Rule 144, if available, in order to resell such securities.

Rule 144

In general, Rule 144 of the U.S. Securities Act provides a safe harbor for the resale of restricted and control securities, subject to certain restrictions (including, in some cases, volume and manner of sale restrictions) and procedural requirements (including, in some cases, the requirement to file a notice on Form 144 with the SEC). The following table summarizes the requirements of Rule 144, as applicable to issuers that are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

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	Affiliate or Person Selling on Behalf of an Affiliate	Non-Affiliate (and Has Not Been an Affiliate During the Prior Three Months)
Restricted Securities of Reporting Companies	During six-month holding period - no resales under Rule 144 permitted. After six-month holding period - may resell in accordance with all Rule 144 requirements including: · Current public information (1) , · Volume limitations, (2) · Manner of sale requirements for equity securities, (3) and · Filing of Form 144. (4)	During six-month holding period - no resales under Rule 144 permitted. After six-month holding period but before one year – unlimited public resales under Rule 144 except that the current public information requirement still applies. After one-year holding period - unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements.
Control Securities of Reporting Companies	May resell in accordance with all Rule 144 requirements including: · Current public information (1) , · Volume limitations, (2) · Manner of sale requirements for equity securities, (3) and · Filing of Form 144. (4)

Notes:

1.	The requirement for current public information can be satisfied if the issuer is current in its reporting obligations under the Exchange Act.

The number of securities resold by a selling shareholder who is an affiliate of the issuer during any three month period may not exceed the greater of: (a) 1% of the total number of issued and outstanding shares of the same class of the issuer as published in the issuer’s latest filing with the SEC; and (b) the average weekly reported volume of trading in the issuer’s shares on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the filing of the Form 144 or, if no such notice is required, the date of receipt of the order to execute the transaction by the broker or the date of execution of the transaction directly with a market maker. A “national securities exchange” is an exchange registered as such under section 6 of the Exchange Act including NYSE MKT (formerly, NYSE Amex), Boston Stock Exchange, Chicago Board Options Exchange (CBOE), Chicago Stock Exchange, Cincinnati Stock Exchange, International Securities Exchange, New York Stock Exchange (NYSE), Philadelphia Stock Exchange and Pacific Exchange. The Nasdaq Stock Market qualifies as an “automated quotation system of a registered securities association,” but the OTC Bulletin Board, the OTC Pink Market, OTCQX and OTCQB do not.

3.	The resale must be effected as either: (a) a routine open market brokerage transaction; or (b) a transaction directly with a market maker.

4.	Form 144 must be filed with the SEC if the sale involves more than 5000 securities or the aggregate dollar amount of securities sold in any three month period is greater than US$50,000.

As noted above, an affiliate of an issuer who holds “control shares” that are not “restricted securities” may also rely on Rule 144 to resell such shares. All of the requirements applicable in respect of “restricted securities”, other than the six-month holding period would apply to such resale transactions.

Generally, holders of securities of any issuer that is or was a “shell company” may not rely on Rule 144 to resell their securities. Rule 144 will be available for the resale of restricted or unrestricted securities that were initially issued by a reporting or non-reporting shell company, or an issuer that has been at any time previously a reporting or non-reporting shell company, only if the following conditions are met:

·	the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company;

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·	the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

·	at least one year has elapsed from the time that the issuer filed current “Form 10 type information” with the SEC reflecting its status as an entity that is not a shell company.

“Form 10 type information” is information that a company would be required to file if it were registering a class of securities on Form 10 or Form 20-F under the Exchange Act. A registration statement on Form F-1 would qualify.

For these purposes, a “shell company” is an issuer, other than a business combination related shell company, as defined in Securities Act Rule.405, or an asset-backed issuer, as defined in Item 1101(b) of Regulation AB, that has:

(A) No or nominal operations; and

(B) Either:

(1) No or nominal assets;

(2) Assets consisting solely of cash and cash equivalents; or

(3) Assets consisting of any amount of cash and cash equivalents and nominal other assets.

Since we were a “shell company” prior to the completion of our Qualifying Transaction, Rule 144 will not be available to our security holders until and unless we are in compliance with the following requirements prescribed by Rule 144(i) of the U.S. Securities Act:

(a)

at least one year must elapse from June 12, 2012, being the date of filing with the SEC of our registration statement on Form F-1 in connection with this offering;

(b)

we must not become a “shell company”;

(c)

we must remain subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; and

(d)

we must have filed all reports and other materials required to be filed by us under section 13 or 15(d) of the Exchange Act, as applicable.

Rule 701

In general, under Rule 701 of the U.S. Securities Act, any of our employees, officers, directors, consultants or advisors who purchased or received common shares from us before this offering under a compensatory stock or option plan or written agreement will be eligible to resell their shares in the United States in reliance on Rule 144, when it becomes available.

ARTICLES AND BY-LAWS OF OUR COMPANY

As discussed above under the heading “Company Information”, our Company was incorporated under the laws of the Province of Alberta, Canada on January 10, 2006.

Objects and Purposes

Neither our Articles nor By-laws contain a description of, or any restriction upon, our objects and purposes. Under the Business Corporations Act (Alberta), a corporation has the capacity and, subject to the Business Corporations Act (Alberta), the rights, powers and privileges of a natural person, as well as the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Alberta to the extent that the laws of that jurisdiction permit.

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Directors

Our directors are elected annually at each annual meeting of our Company’s shareholders. Our Articles provide that the Board of Directors may, between annual meetings, appoint one or more additional directors to serve until the next annual meeting, but the number of additional directors must not at any time exceed one-third of the number of directors who held office at the expiration of the last annual meeting of our Company’s shareholders.

Our By-laws provide that our directors may from time to time on behalf of our Company, without shareholder approval:

·	borrow money upon the credit of our Company;

·	issue, sell or pledge bonds, debentures or other evidences of indebtedness and provide guarantees; and

·	mortgage, pledge or otherwise create an interest or charge in all or any currently owned or subsequently acquired property of our Company, to secure payment of a debt or performance of any other obligation of our Company.

Our By-laws also provide that, subject to our Articles:

·	the directors may by resolution issue shares of our Company at such times, to such persons and, subject to the Business Corporations Act (Alberta), for such consideration as the directors may from time to time determine;

the directors may, by resolution, make, amend or repeal any by-laws that regulate the business or affairs of our Company (provided that, under the Business Corporations Act (Alberta), the directors must submit a bylaw, or an amendment or a repeal of a by-law to the shareholders at the next meeting of shareholders, and the shareholders may, by ordinary resolution, confirm, reject or amend the by-law amendment or repeal);

the directors may designate the officer of our Company, appoint as officers individuals of full capacity who may but need not be directors of our Company, specify their duties, and except where delegation is prohibited by the Business Corporations Act (Alberta), delegate to them power to manage the business and affairs of our Company; and

·	the directors may fix the remuneration of the directors and the officers and employees of the Company.

Our By-laws also provide for procedures for convening meetings of our Board of Directors, and provide that, subject to our Articles, a meeting of the directors may be held at any place in Alberta or at any place outside Alberta if all directors entitled to attend and vote at the meeting either participate in the meeting or consent verbally or otherwise to the meeting being held at that place. Our By-laws also provide that a director may participate in a meeting of directors by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other. Subject to our Articles, every resolution submitted to a meeting of directors is required to be decided by a vote of a majority of the directors participating in the meeting; in the case of an equality of votes, the Chairman does not have a casting (deciding) vote.

Subject to the Articles, a majority of the directors shall constitute a quorum at any meeting of directors.

Neither our Articles nor By-laws restrict: (i) a director’s power to vote on a proposal, arrangement or contract in which the director is materially interested (although the Business Corporations Act (Alberta) generally requires a director who is materially interested in a material contract or material transaction to disclose his or her interest to the Board, and to abstain from voting on any resolution to approve the contract or transaction, failing which the Court of Queen’s Bench of Alberta may, on application of our Company or any of our shareholders, set aside the material contract or material transaction on any terms that it thinks fit, or require the director to account to the Company for any profit or gain realized on it, or both); or (ii) our directors’ power, in the absence of an independent quorum, to vote compensation to themselves or any members of their body.

Neither our Articles nor By-laws set out a mandatory retirement age for our directors. Our directors are not required to own securities of our Company in order to serve as directors.

Authorized Capital

Our Articles provide that our authorized capital consists of an unlimited number of common shares, without par value, and an unlimited number of preferred shares, without par value.

Rights, Preferences and Restrictions Attaching to Our Shares

Our Articles set forth the following rights, privileges, restrictions and conditions attaching to our common shares:

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·	to vote at meetings of shareholders, except meetings at which only holders of a specified class of shares are entitled to vote;

·	subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of our Company, to share equally in the remaining property of our Company on liquidation, dissolution or winding-up of our Company;

·	subject to the rights of the preferred shares, the common shares are entitled to receive dividends if, as, and when declared by the Board of Directors.

Our Articles provide that:

·	our preferred shares may be issued in one or more series;

·	our directors may fix the number of shares which is to comprise each series of preferred shares, and the designation, rights, privileges, restrictions and conditions attaching to each series;

the preferred shares of each series shall, with respect to the payment of dividends and the distribution of assets or return of capital in the event of liquidation, dissolution or winding-up of our Company, rank in parity with the preferred shares of every other series, and be entitled to preference over the common shares;

·	the preferred shares of any series may also be given such other preferences, not inconsistent with our Articles, over the common shares;

·	if any cumulative dividends or amounts payable on the return of capital in respect of a series of preferred shares are not paid in full, all series of preferred shares shall participate rateably in respect of cumulative dividends and return of capital; and

unless the directors otherwise determine in the Articles of Amendment designating a series of preferred shares, the holder of preferred shares shall not be entitled to receive notice of or vote at any meeting of our Company’s shareholders, except as otherwise specifically provided in the Business Corporations Act (Alberta).

Our Articles provide for a series of preferred shares of our Company that are designated as “Preferred Shares, Series 1” (the “Series 1 Preferred Shares”), consisting of 20,881,493 shares and having attached to them the following preferences, rights, privileges, limitations, restrictions and conditions:

·	the issue price of the Series 1 Preferred Shares is $0.20 per share;

·	except as otherwise specifically provided in the Business Corporations Act (Alberta), the holders of the Series 1 Preferred Shares are not entitled to receive notice of or vote at any meeting of our Company’s shareholders;

·	the Series 1 Preferred Shares are not transferable without the consent of the TSXV;

·	the Series 1 Preferred Shares are not redeemable by our Company or by the holder without the consent of the TSXV;

the holders of the Series 1 Preferred Shares have the right to convert the Series 1 Preferred Shares into common shares on the basis of one Series 1 Preferred Share for one common share, subject to adjustment in accordance with the Articles, provided that such conversion shall not result in the Public Float (as defined in the policies of the TSXV) being less than 20% of the total issued common shares of our Company; and

upon the distribution of assets or return of capital in the event of the liquidation, dissolution or winding-up of our Company, the holders of the Series 1 Preferred Shares shall be entitled to receive in priority in any distribution to the holders of the common shares and any other shares of our Company ranking junior to the Series 1 Preferred Shares, an amount equal to $0.001 per Series 1 Preferred Share, and upon such payment, the holders of the Series 1 Preferred Shares shall be entitled to receive the remaining property of the Company pro-rata with the holders of the common shares.

The provisions in our Articles attaching to our common shares and our preferred shares may be altered, amended, repealed, suspended or changed by the affirmative vote of the holders of not less than two-thirds of the outstanding common shares and two-thirds of the preferred shares, as applicable.

With the exception of special resolutions (i.e. resolutions in respect of fundamental changes to our company, including: the sale of all or substantially all of our assets, a merger or other arrangement or an alteration to our authorized capital) that require the approval of holders of two-thirds of the outstanding common shares entitled to vote at a meeting, either in person or by proxy, resolutions to approve matters brought before a meeting of our shareholders require approval by a simple majority of the votes cast by shareholders entitled to vote at a meeting, either in person or by proxy.

Our Articles provide that our Company shall have a lien on shares registered in the name of a shareholder or the legal representative of a shareholder for any debt of that shareholder to our Company.

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Shareholder Meetings

The Business Corporations Act (Alberta) provides that: (i) meetings of shareholders must be held in Alberta, unless otherwise provided in a company’s by-laws; (ii) directors must call an annual meeting of shareholders not later than 15 months after the last preceding annual meeting; (iii) for the purpose of determining shareholders entitled to receive notice of or vote at meetings of shareholders, the directors may fix in advance a date as the record date for that determination, provided that such date shall not precede by more than 50 days or by less than 21 days the date on which the meeting is to be held; (iv) the holders of not less than 5% of the issued shares entitled to vote at a meeting may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition; (v) only shareholders entitled to vote at the meeting, our directors and our auditor are entitled to be present at a meeting of shareholders; and (vi) upon the application of a director or shareholder entitled to vote at the meeting, the Court of Queen’s Bench of Alberta may order a meeting to be called, held and conducted in a manner that the Court directs.

Pursuant to our Articles, meetings of shareholders of our Company may be held outside Alberta.

Pursuant to our By-laws, the quorum for the transaction of business at a meeting of our shareholders is one or more shareholders who are present, in person or by proxy, that in the aggregate hold at least 15% of the issued and outstanding shares entitled to be voted at the meeting.

LIMITATIONS ON RIGHTS OF NON-CANADIANS

Hunt Mining is incorporated pursuant to the laws of the Province of Alberta, Canada. There is no law or governmental decree or regulation in Canada that restricts the export or import of capital, or affects the remittance of dividends, interest or other payments to a non-resident holder of common shares, other than withholding tax requirements. Any such remittances to United States residents are generally subject to withholding tax, however no such remittances are likely in the foreseeable future. See “Certain Canadian Federal Income Tax Information For United States Residents,” below.

There is no limitation imposed by Canadian law or by the charter or other constituent documents of our Company on the right of a non-resident to hold or vote common shares of our Company. However, the Investment Canada Act (Canada) (the “Investment Act”) has rules regarding certain acquisitions of shares by non-residents, along with other requirements under that legislation.

The following discussion summarizes the principal features of the Investment Act for a non-resident who proposes to acquire common shares of our Company. The discussion is general only; it is not a substitute for independent legal advice from an investor’s own advisor; and it does not anticipate statutory or regulatory amendments.

The Investment Act is a federal statute of broad application regulating the establishment and acquisition of Canadian businesses by non-Canadians, including individuals, governments or agencies thereof, corporations, partnerships, trusts or joint ventures (each an “entity”). Investments by non-Canadians to acquire control over existing Canadian businesses or to establish new ones are either reviewable or notifiable under the Investment Act. If an investment by a non-Canadian to acquire control over an existing Canadian business is reviewable under the Investment Act, the Investment Act generally prohibits implementation of the investment unless, after review, the Minister of Industry, is satisfied that the investment is likely to be of net benefit to Canada.

A non-Canadian would acquire control of our Company for the purposes of the Investment Act through the acquisition of common shares if the non-Canadian acquired a majority of the common shares of our Company.

Further, the acquisition of less than a majority but one-third or more of the common shares of our Company would be presumed to be an acquisition of control of our Company unless it could be established that, on the acquisition, our Company was not controlled in fact by the acquirer through the ownership of common shares.

For a direct acquisition that would result in an acquisition of control of our Company, subject to the exception for “WTO-investors” that are controlled by persons who are resident in World Trade Organization (“WTO”) member nations, a proposed investment would be reviewable where the value of the acquired assets is CAD $5 million or more, or if an order for review was made by the federal cabinet on the grounds that the investment related to Canada’s cultural heritage or national identity, where the value of the acquired assets is less than CAD $5 million.

For a proposed indirect acquisition that is not a so-called WTO transaction and that would result in an acquisition of control of our Company through the acquisition of a non-Canadian parent entity, the investment would be reviewable where (a) the value of the Canadian assets acquired in the transaction is CAD $50 million or more, or (b) the value of the Canadian assets is greater than 50% of the value of all of the assets acquired in the transaction and the value of the Canadian assets is CAD $5 million or more.

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In the case of a direct acquisition by or from a “WTO investor”, the threshold is significantly higher, and is adjusted for inflation each year. The 2013 threshold is CAD$344 million. Other than the exception noted below, an indirect acquisition involving a WTO investor is not reviewable under the Investment Act.

The higher WTO threshold for direct investments and the exemption for indirect investments do not apply where the relevant Canadian business is carrying on a “cultural business”. The acquisition of a Canadian business that is a “cultural business” is subject to lower review thresholds under the Investment Act because of the perceived sensitivity of the cultural sector.

In 2009, amendments were enacted to the Investment Act concerning investments that may be considered injurious to national security. If the Industry Minister has reasonable grounds to believe that an investment by a non-Canadian “could be injurious to national security,” the Industry Minister may send the non-Canadian a notice indicating that an order for review of the investment may be made. The review of an investment on the grounds of national security may occur whether or not an investment is otherwise subject to review on the basis of net benefit to Canada or otherwise subject to notification under the Investment Canada Act. To date, there is neither legislation nor guidelines published, or anticipated to be published, on the meaning of “injurious to national security.” Discussions with government officials suggest that very few investment proposals will cause a review under these new sections.

Certain transactions, except those to which the national security provisions of the Investment Act may apply, relating to common shares of our Company are exempt from the Investment Act, including

(a)

acquisition of common shares of the Company by a person in the ordinary course of that person’s business as a trader or dealer in securities,

(b)

acquisition of control of our Company in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions on the Investment Act, and

(c)

acquisition of control of our Company by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of our Company, through the ownership of common shares, remained unchanged.

MATERIAL INCOME TAX INFORMATION

The following is a discussion of the material Canadian and U.S. federal income tax consequences of the acquisition, ownership and disposition of our common shares and is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This discussion does not deal with all possible tax consequences relating to the acquisition, ownership and disposition of our common shares, such as the tax consequences under state, local and non-U.S. and non-Canadian tax laws. The discussion of Canadian federal income tax law under the heading “Material Canadian Federal Income Tax Information for United States Residents” is the opinion of McMillan LLP. The discussion of U.S. federal income tax law under the heading “Material United States Federal Income Tax Considerations” is, unless specifically noted, the opinion of Dorsey & Whitney LLP.

Material Canadian Federal Income Tax Information For United States Residents

The following summarizes the principal Canadian federal income tax considerations generally applicable to the holding and disposition of common shares of Hunt Mining by a holder (a) who, for the purposes of the Income Tax Act (Canada) the (“Tax Act”), is not resident in Canada or deemed to be resident in Canada, deals at arm’s length and is not affiliated with Hunt Mining, holds the common shares as capital property and does not use or hold the common shares in the course of carrying on, or otherwise in connection with, a business in Canada, and (b) who, for the purposes of the Canada-United States Income Tax Convention (the “Treaty”), is a resident of the United States, has never been a resident of Canada, has not held or used (and does not hold or use) common shares in connection with a permanent establishment or fixed base in Canada, and who qualifies for the full benefits of the Treaty. The Canada Revenue Agency has recently introduced special forms to be used in order to substantiate eligibility for Treaty benefits, and affected holders should consult with their own advisors with respect to these forms and all relevant compliance matters.

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Holders who meet all such criteria in clauses (a) and (b) above are referred to herein as a “U.S. Holder” or “U.S. Holders”, and this summary only addresses such U.S. Holders. The summary does not deal with special situations, such as particular circumstances of traders or dealers, limited liability companies, tax-exempt entities, insurers, financial institutions (including those to which the mark-to-market provisions of the Tax Act apply), or entities considered fiscally transparent under applicable law, or otherwise.

This summary is based on the current provisions of the Tax Act and the regulations thereunder, all proposed amendments to the Tax Act and regulations publicly announced by the Minister of Finance (Canada) to the date hereof, the current provisions of the Treaty and our understanding of the current administrative practices of the Canada Revenue Agency. It has been assumed that all currently proposed amendments to the Tax Act and regulations will be enacted as proposed and that there will be no other relevant change in any governing law, the Treaty or administrative policy, although no assurance can be given in these respects. This summary does not take into account provincial, U.S. or other foreign income tax considerations, which may differ significantly from those discussed herein.

This summary is not exhaustive of all possible Canadian income tax consequences. It is not intended as legal or tax advice to any particular U.S. Holder and should not be so construed. The tax consequences to a U.S. Holder will depend on that U.S. Holder’s particular circumstances. In addition, U.S. Holders should note that this summary only addresses certain Canadian federal income tax considerations relevant to the holding and disposition of common shares of Hunt Mining, and does not address any tax considerations relevant or in relation to the receipt of the common shares of Hunt Mining by way of a dividend-in-kind from HuntMountain. Accordingly, all U.S. Holders or prospective U.S. Holders should consult their own tax advisors with respect to the tax consequences applicable to them having regard to their own particular circumstances. The discussion below is qualified accordingly.

Dividend

Dividends paid or deemed to be paid or credited by Hunt Mining to a U.S. Holder are subject to Canadian withholding tax. Under the Treaty, the rate of withholding tax on dividends paid to a U.S. Holder is generally limited to 15% of the gross dividend (or 5% in the case of a U.S. holder that is a corporate shareholder owning at least 10% of Hunt Mining’s voting shares), provided the U.S. Holder can establish entitlement to the benefits of the Treaty.

Disposition

A U.S. Holder is generally not subject to tax under the Tax Act in respect of a capital gain realized on the disposition of a common share in the open market, unless the share is “taxable Canadian property” to the holder thereof and the U.S. Holder is not entitled to relief under the Treaty.

Provided that Hunt Mining’s common shares are listed on a “designated stock exchange” for purposes of the Tax Act (which currently includes the TSXV) at the time of disposition, a common share will generally not constitute taxable Canadian property to a U.S. Holder unless, at any time during the 60 month period ending at the time of disposition, (i) the U.S. Holder or persons with whom the U.S. Holder did not deal at arm’s length (or the U.S. Holder together with such persons) owned 25% or more of the issued shares of any class or series of Hunt Mining AND (ii) more than 50% of the fair market value of the share was derived directly or indirectly from certain types of assets, including real or immoveable property situated in Canada, Canadian resource properties or timber resource properties, and options, interests or rights in respect of any of the foregoing. Common shares of Hunt Mining may also be deemed to be taxable Canadian property under the Tax Act in certain specific circumstances. A U.S. Holder holding Hunt Mining common shares as taxable Canadian property should consult with the U.S. Holder’s own tax advisors in advance of any disposition of Hunt Mining common shares or deemed disposition under the Tax Act in order to determine whether any relief from tax under the Tax Act may be available by virtue of the Treaty, and any related compliance procedures.

Material United States Federal Income Tax Considerations

The following is a general summary of material U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) arising from and relating to the acquisition, ownership, and disposition of common shares.

This summary does not discuss the tax consequences to holders of HuntMountain’s common stock resulting from the distribution of common shares to such holders. Accordingly, the holders of HuntMountain’s common stock should consult their own tax advisors as to the tax consequences to them resulting from such distributions.

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This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Holder arising from and relating to the acquisition, ownership, and disposition of common shares. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences to such U.S. Holder, including specific tax consequences to a U.S. Holder under an applicable tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any U.S. Holder. This summary does not address the U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences to U.S. Holders of the acquisition, ownership, and disposition of common shares. In addition, except as specifically set forth below, this summary does not discuss applicable income tax reporting requirements. Each prospective U.S. Holder should consult its own tax advisors regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences relating to the acquisition, ownership and disposition of common shares.

No ruling from the Internal Revenue Service (the “IRS”) has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the acquisition, ownership, and disposition of common shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the conclusions described in this summary.

Scope of this Summary

Authorities

This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations (whether final, temporary, or proposed), published rulings of the IRS, published administrative positions of the IRS, the Treaty, and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this document. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective basis which could affect the U.S. federal income tax considerations described in this summary. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.

U.S. Holders

For purposes of this summary, the term “U.S. Holder” means a beneficial owner of common shares that is for U.S. federal income tax purposes:

·	an individual who is a citizen or resident of the U.S.;

·	a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the U.S., any state thereof or the District of Columbia;

·	an estate whose income is subject to U.S. federal income taxation regardless of its source; or

·	a trust that (1) is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

Non-U.S. Holders

For purposes of this summary, a “non-U.S. Holder” is a beneficial owner of common shares that is not a U.S. Holder or a partnership. This summary does not address the U.S. federal income tax consequences to non-U.S. Holders arising from and relating to the acquisition, ownership, and disposition of common shares. Accordingly, a non-U.S. Holder should consult its own tax advisors regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences (including the potential application of and operation of any income tax treaties) relating to the acquisition, ownership, and disposition of common shares.

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U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This summary does not address the U.S. federal income tax considerations applicable to U.S. Holders that are subject to special provisions under the Code, including, but not limited to, the following: (a) U.S. Holders that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) U.S. Holders that are financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) U.S. Holders that are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (d) U.S. Holders that have a “functional currency” other than the U.S. dollar; (e) U.S. Holders that own common shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (f) U.S. Holders that acquired common shares in connection with the exercise of employee stock options or otherwise as compensation for services; (g) U.S. Holders that hold common shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes); or (h) U.S. Holders that own or have owned (directly, indirectly, or by attribution) 10% or more of the total combined voting power of the outstanding shares of Hunt Mining. This summary also does not address the U.S. federal income tax considerations applicable to U.S. Holders who are: (a) U.S. expatriates or former long-term residents of the U.S.; (b) persons that have been, are, or will be a resident or deemed to be a resident in Canada for purposes of the Tax Act; (c) persons that use or hold, will use or hold, or that are or will be deemed to use or hold common shares in connection with carrying on a business in Canada; (d) persons whose common shares constitute “taxable Canadian property” under the Tax Act; or (e) persons that have a permanent establishment in Canada for the purposes of the Treaty. U.S. Holders that are subject to special provisions under the Code, including, but not limited to, U.S. Holders described immediately above, should consult their own tax advisors regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences relating to the acquisition, ownership and disposition of common shares.

If an entity or arrangement that is classified as a partnership (or other “pass-through” entity) for U.S. federal income tax purposes holds common shares, the U.S. federal income tax consequences to such entity and the partners (or other owners) of such entity generally will depend on the activities of the entity and the status of such partners (or owners). This summary does not address the tax consequences to any such entity or owner. Partners (or other owners) of entities or arrangements that are classified as partnerships or as “pass-through” entities for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences arising from and relating to the acquisition, ownership, and disposition of common shares.

Passive Foreign Investment Company Rules

PFIC Status of Hunt Mining

If Hunt Mining were to constitute a “passive foreign investment company” under the meaning of Section 1297 of the Code (a “PFIC”, as defined below) for any year during a U.S. Holder’s holding period, then certain potentially adverse rules will affect the U.S. federal income tax consequences to a U.S. Holder resulting from the acquisition, ownership and disposition of common shares. Hunt Mining believes that it was classified as a PFIC during the tax year ended December 31, 2011, and based on current business plans and financial expectations, Hunt Mining expects that it will be a PFIC for the current tax year and may be a PFIC in future tax years. The determination of whether any corporation was, or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any tax year depends on the assets and income of such corporation over the course of each such tax year and, as a result, cannot be predicted with certainty as of the date of this document. Accordingly, there can be no assurance that the IRS will not challenge any determination made by Hunt Mining (or any subsidiary of Hunt Mining) concerning its PFIC status. Each U.S. Holder should consult its own tax advisors regarding the PFIC status of Hunt Mining and any subsidiary of Hunt Mining.

In any year in which Hunt Mining is classified as a PFIC, a U.S. Holder may be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require. U.S. Holders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621.

Hunt Mining generally will be a PFIC if, for a tax year, (a) 75% or more of the gross income of Hunt Mining is passive income (the “income test”) or (b) 50% or more of the value of Hunt Mining’s assets either produce passive income or are held for the production of passive income, based on the quarterly average of the fair market value of such assets (the “asset test”). “Gross income” generally includes all sales revenues less the cost of goods sold, plus income from investments and from incidental or outside operations or sources, and “passive income” generally includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions.

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Active business gains arising from the sale of commodities generally are excluded from passive income if substantially all (85% or more) of a foreign corporation’s commodities are stock in trade or inventory, depreciable property used in a trade or business, or supplies regularly used or consumed in the ordinary course of its trade or business, and certain other requirements are satisfied.

For purposes of the PFIC income test and asset test described above, if Hunt Mining owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another corporation, Hunt Mining will be treated as if it (a) held a proportionate share of the assets of such other corporation and (b) received directly a proportionate share of the income of such other corporation. In addition, for purposes of the PFIC income test and asset test described above, and assuming certain other requirements are met, “passive income” does not include certain interest, dividends, rents, or royalties that are received or accrued by Hunt Mining from certain “related persons” (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income.

Under certain attribution rules, if Hunt Mining is a PFIC, U.S. Holders will generally be deemed to own their proportionate share of Hunt Mining’s direct or indirect equity interest in any company that is also a PFIC (a ‘‘Subsidiary PFIC’’), and will be subject to U.S. federal income tax on their proportionate share of (a) any “excess distributions,” as described below, on the stock of a Subsidiary PFIC and (b) a disposition or deemed disposition of the stock of a Subsidiary PFIC by Hunt Mining or another Subsidiary PFIC, both as if such U.S. Holders directly held the shares of such Subsidiary PFIC. In addition, U.S. Holders may be subject to U.S. federal income tax on any indirect gain realized on the stock of a Subsidiary PFIC on the sale or disposition of common shares. Accordingly, U.S. Holders should be aware that they could be subject to tax even if no distributions are received and no redemptions or other dispositions of common shares are made.

Default PFIC Rules Under Section 1291 of the Code

If Hunt Mining is a PFIC for any tax year during which a U.S. Holder owns common shares, the U.S. federal income tax consequences to such U.S. Holder of the acquisition, ownership, and disposition of common shares will depend on whether and when such U.S. Holder makes an election to treat Hunt Mining and each Subsidiary PFIC, if any, as a “qualified electing fund” or “QEF” under Section 1295 of the Code (a “QEF Election”) or makes a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market Election”). A U.S. Holder that does not make either a QEF Election or a Mark-to-Market Election will be referred to in this summary as a “Non-Electing U.S. Holder.”

A Non-Electing U.S. Holder will be subject to the rules of Section 1291 of the Code (described below) with respect to (a) any gain recognized on the sale or other taxable disposition of common shares and (b) any “excess distribution” received on the common shares. A distribution generally will be an “excess distribution” to the extent that such distribution (together with all other distributions received in the current tax year) exceeds 125% of the average distributions received during the three preceding tax years (or during a U.S. Holder’s holding period for the common shares, if shorter).

Under Section 1291 of the Code, any gain recognized on the sale or other taxable disposition of common shares (including an indirect disposition of the stock of any Subsidiary PFIC), and any “excess distribution” received on common shares or with respect to the stock of a Subsidiary PFIC, must be ratably allocated to each day in a Non-Electing U.S. Holder’s holding period for the respective common shares. The amount of any such gain or excess distribution allocated to the tax year of disposition or distribution of the excess distribution and to years before the entity became a PFIC, if any, would be taxed as ordinary income. The amounts allocated to any other tax year would be subject to U.S. federal income tax at the highest tax rate applicable to ordinary income in each such year, and an interest charge would be imposed on the tax liability for each such year, calculated as if such tax liability had been due in each such year. A Non-Electing U.S. Holder that is not a corporation must treat any such interest paid as “personal interest,” which is not deductible.

If Hunt Mining is a PFIC for any tax year during which a Non-Electing U.S. Holder holds common shares, Hunt Mining will continue to be treated as a PFIC with respect to such Non-Electing U.S. Holder, regardless of whether Hunt Mining ceases to be a PFIC in one or more subsequent tax years. A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules of Section 1291 of the Code discussed above), but not loss, as if such common shares were sold on the last day of the last tax year for which Hunt Mining was a PFIC.

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QEF Election

A U.S. Holder that makes a timely and effective QEF Election for the first tax year in which the holding period of its common shares begins generally will not be subject to the rules of Section 1291 of the Code discussed above with respect to its common shares. A U.S. Holder that makes a timely and effective QEF Election will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (a) the net capital gain of Hunt Mining, which will be taxed as long-term capital gain to such U.S. Holder, and (b) the ordinary earnings of Hunt Mining, which will be taxed as ordinary income to such U.S. Holder. Generally, “net capital gain” is the excess of (a) net long-term capital gain over (b) net short-term capital loss, and “ordinary earnings” are the excess of (a) “earnings and profits” over (b) net capital gain. A U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such amounts for each tax year in which Hunt Mining is a PFIC, regardless of whether such amounts are actually distributed to such U.S. Holder by Hunt Mining. However, for any tax year in which Hunt Mining is a PFIC and has no net income or gain, U.S. Holders that have made a QEF Election would not have any income inclusions as a result of the QEF Election. If a U.S. Holder that made a QEF Election has an income inclusion, such a U.S. Holder may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge. If such U.S. Holder is not a corporation, any such interest paid will be treated as “personal interest,” which is not deductible.

A U.S. Holder that makes a timely and effective QEF Election with respect to Hunt Mining generally (a) may receive a tax-free distribution from Hunt Mining to the extent that such distribution represents “earnings and profits” of Hunt Mining that were previously included in income by the U.S. Holder because of such QEF Election and (b) will adjust such U.S. Holder’s tax basis in the common shares to reflect the amount included in income or allowed as a tax-free distribution because of such QEF Election. In addition, a U.S. Holder that makes a QEF Election generally will recognize capital gain or loss on the sale or other taxable disposition of common shares.

The procedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF Election is timely. A QEF Election will be treated as “timely” if such QEF Election is made for the first year in the U.S. Holder’s holding period for the common shares in which Hunt Mining was a PFIC. A U.S. Holder may make a timely QEF Election by filing the appropriate QEF Election documents at the time such U.S. Holder files a U.S. federal income tax return for such year. If a U.S. Holder does not make a timely and effective QEF Election for the first year in the U.S. Holder’s holding period for the common shares, the U.S. Holder may still be able to make a timely and effective QEF Election in a subsequent year if such U.S. Holder meets certain requirements and makes a “purging” election to recognize gain (which will be taxed under the rules of Section 1291 of the Code discussed above) as if such common shares were sold for their fair market value on the day the QEF Election is effective. If a U.S. Holder owns PFIC stock indirectly through another PFIC, separate QEF Elections must be made for the PFIC in which the U.S. Holder is a direct shareholder and the Subsidiary PFIC for the QEF rules to apply to both PFICs.

A QEF Election will apply to the tax year for which such QEF Election is timely made and to all subsequent tax years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF Election. If a U.S. Holder makes a QEF Election and, in a subsequent tax year, Hunt Mining ceases to be a PFIC, the QEF Election will remain in effect (although it will not be applicable) during those tax years in which Hunt Mining is not a PFIC. Accordingly, if Hunt Mining becomes a PFIC in another subsequent tax year, the QEF Election will be effective and the U.S. Holder will be subject to the QEF rules described above during any subsequent tax year in which Hunt Mining qualifies as a PFIC.

U.S. Holders should be aware that there can be no assurances that Hunt Mining will satisfy the record keeping requirements that apply to a QEF, or that Hunt Mining will supply U.S. Holders with information that such U.S. Holders are required to report under the QEF rules, in the event that Hunt Mining is a PFIC. Thus, U.S. Holders may not be able to make a QEF Election with respect to their common shares. Each U.S. Holder should consult its own tax advisors regarding the availability of, and procedure for making, a QEF Election.

A U.S. Holder makes a QEF Election by attaching a completed IRS Form 8621, including a PFIC Annual Information Statement, to a timely filed United States federal income tax return. However, if Hunt Mining cannot provide the required information with regard to Hunt Mining or any of its Subsidiary PFICs, U.S. Holders will not be able to make a QEF Election for such entity and will continue to be subject to the rules discussed above that apply to Non-Electing U.S. Holders with respect to the taxation of gains and excess distributions.

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Mark-to-Market Election

A U.S. Holder may make a Mark-to-Market Election only if the common shares are marketable stock. The common shares generally will be “marketable stock” if the common shares are regularly traded on (a) a national securities exchange that is registered with the Securities and Exchange Commission, (b) the national market system established pursuant to section 11A of the Securities and Exchange Act of 1934, or (c) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that (i) such foreign exchange has trading volume, listing, financial disclosure, and surveillance requirements, and meets other requirements and the laws of the country in which such foreign exchange is located, together with the rules of such foreign exchange, ensure that such requirements are actually enforced and (ii) the rules of such foreign exchange effectively promote active trading of listed stocks. If such stock is traded on such a qualified exchange or other market, such stock generally will be “regularly traded” for any calendar year during which such stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter.

A U.S. Holder that makes a Mark-to-Market Election with respect to its common shares generally will not be subject to the rules of Section 1291 of the Code discussed above with respect to such common shares. However, if a U.S. Holder does not make a Mark-to-Market Election beginning in the first tax year of such U.S. Holder’s holding period for the common shares or such U.S. Holder has not made a timely QEF Election, the rules of Section 1291 of the Code discussed above will apply to certain dispositions of, and distributions on, the common shares.

A U.S. Holder that makes a Mark-to-Market Election will include in ordinary income, for each tax year in which Hunt Mining is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the common shares, as of the close of such tax year over (b) such U.S. Holder’s adjusted tax basis in such common shares. A U.S. Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal to the excess, if any, of (a) such U.S. Holder’s adjusted tax basis in the common shares, over (b) the fair market value of such common shares (but only to the extent of the net amount of previously included income as a result of the Mark-to-Market Election for prior tax years).

A U.S. Holder that makes a Mark-to-Market Election generally also will adjust such U.S. Holder’s tax basis in the common shares to reflect the amount included in gross income or allowed as a deduction because of such Mark-to-Market Election. In addition, upon a sale or other taxable disposition of common shares, a U.S. Holder that makes a Mark-to-Market Election will recognize ordinary income or ordinary loss (not to exceed the excess, if any, of (a) the amount included in ordinary income because of such Mark-to-Market Election for prior tax years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior tax years). Losses that exceed this limitation are subject to the rules generally applicable to losses provided in the Code and Treasury Regulations.

A Mark-to-Market Election applies to the tax year in which such Mark-to-Market Election is made and to each subsequent tax year, unless the common shares cease to be “marketable stock” or the IRS consents to revocation of such election. Each U.S. Holder should consult its own tax advisors regarding the availability of, and procedure for making, a Mark-to-Market Election.

Although a U.S. Holder may be eligible to make a Mark-to-Market Election with respect to the common shares, no such election may be made with respect to the stock of any Subsidiary PFIC that a U.S. Holder is treated as owning, because such stock is not marketable. Hence, the Mark-to-Market Election will not be effective to avoid the application of the default rules of Section 1291 of the Code described above with respect to deemed dispositions of Subsidiary PFIC stock or excess distributions from a Subsidiary PFIC.

Other PFIC Rules

Under Section 1291(f) of the Code, the IRS has issued proposed Treasury Regulations that, subject to certain exceptions, would cause a U.S. Holder that had not made a timely QEF Election to recognize gain (but not loss) upon certain transfers of common shares that would otherwise be tax-deferred (e.g., gifts and exchanges pursuant to corporate reorganizations). However, the specific U.S. federal income tax consequences to a U.S. Holder may vary based on the manner in which common shares are transferred.

Certain additional adverse rules may apply with respect to a U.S. Holder if Hunt Mining is a PFIC, regardless of whether such U.S. Holder makes a QEF Election. For example, under Section 1298(b)(6) of the Code, a U.S. Holder that uses common shares as security for a loan will, except as may be provided in Treasury Regulations, be treated as having made a taxable disposition of such common shares.

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Special rules also apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC. Subject to such special rules, foreign taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit. The rules relating to distributions by a PFIC and their eligibility for the foreign tax credit are complicated, and a U.S. Holder should consult with its own tax advisors regarding the availability of the foreign tax credit with respect to distributions by a PFIC.

The PFIC rules are complex, and each U.S. Holder should consult its own tax advisors regarding the PFIC rules and how the PFIC rules may affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of common shares.

Ownership and Disposition of Common Shares

The following discussion is subject to the rules described above under the heading “Passive Foreign Investment Company Rules.”

Distributions on Common Shares

A U.S. Holder that receives a distribution, including a constructive distribution, with respect to a common share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of Hunt Mining, as computed for U.S. federal income tax purposes. A dividend generally will be taxed to a U.S. Holder at ordinary income tax rates if Hunt Mining is a PFIC. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of Hunt Mining, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder’s tax basis in the common shares and thereafter as gain from the sale or exchange of such common shares. (See “Sale or Other Taxable Disposition of Common Shares” below). However, Hunt Mining may not maintain the calculations of its earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder should therefore assume that any distribution by Hunt Mining with respect to the common shares will constitute ordinary dividend income. Dividends received on common shares generally will not be eligible for the “dividends received deduction.” In addition, Hunt Mining does not anticipate that its distributions will constitute qualified dividend income eligible for the preferential tax rates applicable to long-term capital gains. The dividend rules are complex, and each U.S. Holder should consult its own tax advisors regarding the application of such rules.

Sale or Other Taxable Disposition of Common Shares

Upon the sale or other taxable disposition of common shares, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the U.S. dollar value of cash received plus the fair market value of any property received and such U.S. Holder’s tax basis in such common shares sold or otherwise disposed of. A U.S. Holder’s tax basis in common shares generally will be such holder’s U.S. dollar cost for such common shares. Gain or loss recognized on such sale or other disposition generally will be long-term capital gain or loss if, at the time of the sale or other disposition, the common shares have been held for more than one year.

Preferential tax rates currently apply to long-term capital gain of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gain of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.

Additional Considerations

Additional Tax on Passive Income

For tax years beginning after December 31, 2012, certain individuals, estates and trusts whose income exceeds certain thresholds will be required to pay a 3.8% Medicare surtax on “net investment income” including, among other things, dividends and net gain from dispositions of property (other than property held in a trade or business). U.S. Holders should consult with their own tax advisors regarding the effect, if any, of this tax on their ownership and disposition of common shares.

Receipt of Foreign Currency

The amount of any distribution paid to a U.S. Holder in foreign currency, or on the sale, exchange or other taxable disposition of common shares, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt (regardless of whether such foreign currency is converted into U.S. dollars at that time). A U.S. Holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that would

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be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Each U.S. Holder should consult its own U.S. tax advisors regarding the U.S. federal income tax consequences of receiving, owning, and disposing of foreign currency.

Foreign Tax Credit

Subject to the PFIC rules discussed above, a U.S. Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the common shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year.

Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source.” Generally, dividends paid by a foreign corporation should be treated as foreign source for this purpose, and gains recognized on the sale of stock of a foreign corporation by a U.S. Holder should be treated as U.S. source for this purpose, except as otherwise provided in an applicable income tax treaty, and if an election is properly made under the Code. However, the amount of a distribution with respect to the common shares that is treated as a “dividend” may be lower for U.S. federal income tax purposes than it is for Canadian federal income tax purposes, resulting in a reduced foreign tax credit allowance to a U.S. Holder. In addition, this limitation is calculated separately with respect to specific categories of income. The foreign tax credit rules are complex, and each U.S. Holder should consult its own U.S. tax advisors regarding the foreign tax credit rules.

Backup Withholding and Information Reporting

Under U.S. federal income tax law and Treasury Regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, U.S. return disclosure obligations (and related penalties) are imposed on individuals who are U.S. Holders that hold certain specified foreign financial assets in excess of $50,000. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a foreign entity. U.S. Holders may be subject to these reporting requirements unless their common shares are held in an account at a domestic financial institution. Penalties for failure to file certain of these information returns are substantial. U.S. Holders should consult with their own tax advisors regarding the requirements of filing information returns under these rules, including the requirement to file an IRS Form 8938.

Payments made within the U.S. or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of, common shares will generally be subject to information reporting and backup withholding tax, at the rate of 28% (currently scheduled to increase to 31% for payments made after December 31, 2012), if a U.S. Holder (a) fails to furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, certain exempt persons generally are excluded from these information reporting and backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner.

The discussion of reporting requirements set forth above is not intended to constitute an exhaustive description of all reporting requirements that may apply to a U.S. Holder. A failure to satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax, and under certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting requirement. Each U.S. Holder should consult its own tax advisors regarding the information reporting and backup withholding rules.

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LEGAL MATTERS

On June 30, 2010, a former director and accounting consultant (the “Consultant”) to Hunt Mining severed his business relationship with us. On August 5, 2010, the Consultant claimed that since 2006 he had been an employee of, and not a consultant to, CCSA. On September 7, 2010, the Argentine Ministry of Labor, Employment and Social Security filed a Certificate of Notice on CCSA and the Company, indicating that a representative from CCSA and us must appear before a mediator to address the Consultant’s claims. The certificates of notice estimated the value of the Consultant’s claim against us, if proven, at 500,000 pesos (US$126,811).

On March 18, 2011, a lawsuit was filed by the Consultant in Buenos Aires against Hunt Mining and its subsidiaries by a former director and accounting consultant to Hunt Mining. The total value of the damages claimed is US$249,041, including wages, alleged bonus payments, interest and penalties. The consolidated financial statements therefore include a contingent liability of $125,000 and a charge to operations for the year ended December 31, 2010 in the same amount. Management considers the lawsuit to be baseless and intends to defend Hunt Mining and its subsidiaries to the fullest extent possible.

We are not currently a party to any regulatory actions, nor were we party to any regulatory actions during the year ended December 31, 2012 .

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

EXPERTS

James Ebisch, R.P. Geo. is the author of the La Josefina National Instrument 43-101 Technical Report dated September 2009. To our knowledge, Mr. Ebisch does not own any securities, direct or indirect, of the Company.

UAKO Geological Consulting is the author of our La Josefina 2010 Technical Report. To our knowledge, no one employed by UAKO Geological Consulting owns any securities, directly or indirectly of the Company.

Mel Klohn, Senior Technical Advisor for the Company, is the Qualified Person under National Instrument 43-101 who has approved the technical content regarding the results of the sampling work on the La Valenciana property. To our knowledge, Mr. Klohn does not own any securities, directly or indirectly in the Company .

The financial statements of Hunt Mining Corp. as of December 31, 2011 and 2010 and for the years then ended included in this prospectus and registration statement have been so included in reliance on the report of MNP LLP, an independent registered public accounting firm, given on the authority of said firm as experts in accounting and auditing.

INTERESTS OF EXPERTS AND COUNSEL

None of the named experts or legal counsel was employed on a contingent basis, owns an amount of shares in the company or our subsidiaries which is material to that person, or has a material, direct or indirect economic interest in the company or that depends on the success of the offering.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form F-1 under the Securities Act with respect to the common shares offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits thereto, to which reference is hereby made. With respect to each contract, agreement or other document filed as an exhibit to the registration statement, reference is made to such exhibit for a more complete description of the matter involved. The registration statement and the exhibits thereto filed by us with the SEC may be inspected at the public reference facility of the SEC listed below.

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The registration statement, reports and other information filed or to be filed with the SEC by us can be inspected and copied at the public reference facilities maintained by the SEC at 100 F. Street NW, Washington, D.C. 20549. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system.

As a foreign private issuer, we are exempt from the rules under the Securities Exchange Act of 1934 prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Securities Exchange Act.

INDEX TO FINANCIAL STATEMENTS

Interim Financial Statements for the Three and Nine Months Ended September 30, 2013 and 2012
Consolidated Statements of Financial Position as at September 30, 2013	103
Condensed Interim and Consolidated Statements of Loss and Comprehensive Loss for the Three and Nine Months ended September 30, 2013 and 2012	104
Condensed Interim Consolidated Statement of Changes in Shareholders’ Equity	105
Condensed Interim Consolidated Statements of Cash Flows	106
Notes to the Condensed Interim Consolidated Financial Statements	107

Annual Financial Statements for the Year Ended December 31, 2012 and 2011
Management’s Report	121
Report of the Company’s Registered Independent Accounting Firm	122
Consolidated Statements of Financial Position as at December 31, 2012 and 2011	123
Consolidated Statements of Loss and Comprehensive Loss for the Years Ended December 31, 2012 and 2011	124
Consolidated Statement of Changes in Shareholders’ Equity	125
Consolidated Statements of Cash Flows	126
Notes to the Consolidated Financial Statements	127

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Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Expressed in Canadian Dollars

Condensed Interim Consolidated Statements of Financial Position (unaudited)

			September 30,		December 31,
	NOTE		2013		2012
					(Audited)

CURRENT ASSETS:
Cash and equivalents	7	$	2,867,611	$	5,220,727
Accounts receivable			438,987		44,722
Prepaid expenses			50,627		36,031
Deposits receivable	13		-		62,231
Total Current Assets			3,357,225		5,363,711

NON-CURRENT ASSETS:
Property and equipment	8		730,050		963,596
Performance bond	11		387,716		285,341
VAT receivable, net of discount	12		736,113		682,074
Deposits receivable	13		-		52,177
Other deposit	16		113,778		-
Minimal presumed income tax receivable			456,585		355,080
Total Non-Current Assets:			2,424,242		2,338,268

TOTAL ASSETS:		$	5,781,467	$	7,701,979

CURRENT LIABILITIES:
Accounts payable and accrued liabilities		$	247,533	$	811,016
Taxes payable			453,618		126,080
Total Current Liabilities:			701,151		937,096

NON-CURRENT LIABILITIES:
Provision	16		125,000		125,000
Total Non-Current Liabilities:			125,000		125,000

TOTAL LIAB ILITIES:		$	826,151	$	1,062,096


SHAREHOLDERS’ EQUITY:
Preferred shares	9	$	-	$	177,417
Share capital	9		26,062,481		25,885,064
Contributed surplus	10		6,827,404		3,491,659
Warrants	9		2,528,563		5,860,183
Deficit			(30,256,033)		(28,496,195)
Accumulated other comprehensive loss			(207,099)		(278,245)
Total Shareholders’ Equity:			4,955,316		6,639,883
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY:		$	5,781,467	$	7,701,979

Going Concern (Note 3)
Commitments and Provision (Note 16)

Approved on behalf of the Board of Directors


Signed “Tim Hunt”


Signed “Matt Hughes”

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

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Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Expressed in Canadian Dollars

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (unaudited)

		Three months ended September 30,				Nine months ended September 30,
	NOTE		2013		2012		2013		2012

REVENUE:
Operator’s Fee		$	6,238	$	41,613	$	107,797	$	85,148

OPERATING EXPENSES:
Professional fees			74,136		137,862		276,318		506,102
Directors fees			30,574		28,558		91,878		92,323
Exploration expenses			64,329		106,575		530,473		443,007
Travel expenses			20,623		95,506		230,592		258,423
Administrative and office expenses			81,807		227,291		431,498		740,564
Payroll expenses			312,423		433,460		1,654,842		1,541,051
Share based compensation	10		2,250		1,284		4,125		331,833
Banking charges			15,649		12,900		48,412		38,689
Depreciation	8		76,567		65,411		225,227		153,515
Cost recovery			(339,188)		(488,327)		(1,790,032)		(1,216,402)

Total operating expenses:			339,170		620,520		1,703,333		2,889,105

OTHER INCOME/(EXPENSE):
Interest income			12,626		14,828		40,433		53,620
Bad debt expense	13		(114,408)		-		(114,408)		-
Miscellaneous income	16(f)		-		-		450,000		200,000
VAT discount and accretion	12		13,465		8,855		(23,541)		40,127
Loss on foreign exchange			(60,808)		(32,989)		(133,678)		(144,717)
Gain on disposal of property and equipment	8		-		(23,224)		-		(23,224)

Total other income:			(149,125)		(32,530)		218,806		125,806

LOSS - before income tax			(482,057)		(611,437)		(1,376,730)		(2,678,151)

Income taxes			(366,088)		(5,408)		(383,108)		(23,730)


NET LOSS FOR THE PERIOD		$	(848,145)	$	(616,845)	$	(1,759,838)	$	(2,701,881)

Other comprehensive loss, net of tax:
Items that may be reclassified subsequently to net loss
Change in value of performance bond	11		57,957		1,648		102,375		32,662
Translation of foreign operations into Canadian dollar presentation			(84,933)		(150,788)		(31,229)		(146,988)

TOTAL NET LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD:		$	(875,121)	$	(765,985)	$	(1,688,692)	$	(2,816,207)


Weighted average shares outstanding - basic and diluted			121,494,823		100,613,330		113,845,924		100,613,330

NET LOSS PER SHARE - BASIC AND DILUTED:		$	(0.01)	$	(0.01)	$	(0.02)	$	(0.03)

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

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Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Expressed in Canadian Dollars

Condensed Interim Consolidated Statement of Changes in Shareholders’ Equity (unaudited)

						Accumulated
						Other
		Share				Comprehensive		Contributed				Preferred
		Capital		Deficit		Loss		Surplus		Warrants		Shares		Total


Balance - January 1, 2012	$	25,885,064	$	(24,324,113)	$	(129,518)	$	3,159,826	$	5,860,183	$	177,417	$	10,628,859

Net Loss		-		(2,701,881)		-		-		-		-		(2,701,881)

Other comprehensive loss		-		-		(114,326)		-		-		-		(114,326)
Share based compensation		-		-		-		331,833		-		-		331,833
Balance - September 30, 2012	$	25,885,064	$	(27,025,994)	$	(243,844)	$	3,491,659	$	5,860,183	$	177,417	$	8,144,485

Balance - January 1, 2013	$	25,885,064	$	(28,496,195)	$	(278,245)	$	3,491,659	$	5,860,183	$	177,417	$	6,639,883

Net Loss		-		(1,759,838)		-		-		-		-		(1,759,838)

Other comprehensive loss		-		-		71,146		-		-		-		71,146
Share based compensation		-		-		-		4,125		-		-		4,125
Conversion of p referred shares to common shares		177,417		-		-		-		-		(177,417)		-
Expiry of warrants		-		-		-		3,331,620		(3,331,620)		-		-
Balance - September 30, 2013	$	26,062,481	$	(30,256,033)	$	(207,099)	$	6,827,404	$	2,528,563	$	-	$	4,955,316

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

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Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Expressed in Canadian Dollars

Condensed Interim Consolidated Statements of Cash Flows (unaudited)

		Nine months ended September 30,
	NOTE		2013		2012

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
Items not affecting cash		$	(1,759,838)	$	(2,701,881)
Depreciation	8		225,227		153,515
Contingent liability	16		-		-
Translation of foreign exchange			(31,229)		(146,988)
Minimal presumed income tax receivable			(101,505)		(117,575)
VAT receivable			(54,039)		(147,783)
Share based compensation	10		4,125		331,833
Other deposit	16		(113,778)		-
Loss on disposal of property and equipment	8		-		(23,224)

Net change in non-cash working capital items
Increase in accounts receivable			(394,265)		(669,890)
Increase in prepaid expenses			(14,596)		(25,166)
Decrease (increase) in deposits receivable	13		114,408		-
Decrease in accounts payable and accrued liabilities			(563,483)		(156,281)
Increase in taxes payable			327,538		(66,374)
Net cash used in operating activities			(2,361,435)		(3,569,814)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	8		8,319		(298,611)
Net cash used in investing activities			8,319		(298,611)


NET DECREASE IN CASH AND EQUIVALENTS:		$	(2,353,116)	$	(3,868,425)

CASH AND EQUIVALENTS, BEGINNING OF PERIOD:			5,220,727		8,840,000

CASH AND EQUIVALENTS, END OF PERIOD:		$	2,867,611	$	4,971,575

Cash and cash equivalents consist of:
Cash			367,611		971,575
Term deposits (less than 90 days)			2,500,000		4,000,000
			2,867,611		4,971,575

SUPPLEMENTAL CASH FLOW INFORMATION

Taxes paid			(389,015)		(28,059)
Interest received			24,983		38,253

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

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Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

(Expressed in Canadian Dollars)

Three and nine month periods ended September 30, 2013 and 2012

1. Nature of Business

Hunt Mining Corp. (the “Company” or “Hunt”), is a mineral exploration company incorporated on January 10, 2006 under the laws of Alberta, Canada and, together with its subsidiaries, is engaged in the exploration of mineral properties in Santa Cruz Province, Argentina.

The Company’s registered office is located at 1900, 736 – 6th Avenue SW, Calgary, Alberta T2P 3T7.

The condensed interim consolidated financial statements include the accounts of the following subsidiaries after elimination of intercompany transactions and balances:

Corporation	Incorporation	Percentage ownership	Business Purpose

Cerro Cazador S.A.	Argentina	100%	Holder of Assets and Exploration Company

1494716 Alberta Ltd.	Alberta	100%	Nominee Shareholder

Hunt Gold USA LLC	Washington, USA	100%	Management Company

The Company’s primary activity is the exploration of mineral properties in Argentina. On the basis of information to date, the Company has not yet determined whether these properties contain economically recoverable ore reserves. The underlying value of the mineral properties is entirely dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete development and upon future profitable production or a sale of these properties. There are no significant restrictions on the Company’s or its subsidiaries ability to access or use the assets, and settle the liabilities, of the Company.

2. Basis of presentation

These condensed interim consolidated financial statements, including comparatives, have been prepared in accordance with IAS 34 – Interim Financial Reporting Standards as issued by the IASB.

These condensed interim consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments measured at fair value. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

The Company’s functional and presentation currency is the Canadian Dollar.

The preparation of condensed interim consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

Judgments made by management in the application of IFRS that have a significant effect on the condensed interim consolidated financial statements and estimates with significant risk of material adjustment in the current and following years are discussed in Note 6 of the Company’s audited consolidated financial statements for the year ended December 31, 2012.

These condensed interim consolidated financial statements were authorized for issue on November 26, 2013 by the Board of Directors of the Company.

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Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

(Expressed in Canadian Dollars)

Three and nine month periods ended September 30, 2013 and 2012

3. Going Concern

The accompanying condensed interim consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. The Company is an exploration stage company and has incurred significant losses since its inception. As shown in these condensed interim consolidated financial statements, the Company has had minimal revenues and has incurred an accumulated loss of $30,256,033 through September 30, 2013 (December 31, 2012 - $28,496,195). However, the Company believes it has sufficient cash at September 30, 2013 to fund operations for the next 12 months.

The Company’s ability to continue as a going concern is dependent upon the discovery of economically recoverable mineral reserves, the ability to obtain necessary financing to complete development and fund operations and future production or proceeds from their disposition. Additionally, the current capital markets and the deteriorating commodity markets worldwide provide no assurance that the Company’s funding initiatives will continue to be successful. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The condensed interim consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. If the going concern basis was not appropriate for these condensed interim consolidated financial statements, adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the statement of financial position classifications used.

4. Significant Accounting Policies

These condensed interim consolidated financial statements have been prepared on the basis of accounting policies and methods of computation consistent with those applied in the Company’s December 31, 2012 annual audited consolidated financial statements except as disclosed in Note 5. These condensed interim consolidated financial statements do not include all the information required for full set of annual audited financial statements and should be read in conjunction with the Company’s audited consolidated financial statements for the year end December 31, 2012.

5. Standards and amendments to existing standards effective January 1, 2013

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual audited consolidated financial statements for the year ended December 31, 2012, except for the adoption of new International Financial Reporting Standards (“IFRSs”) and interpretations as of January 1, 2013, noted below:

i) Amendments to IAS 1 Presentation of Items of Other Comprehensive Income

The Company has applied the amendments to IAS 1 titled Presentation of Items of Other Comprehensive Income in the current period. The amendments introduce new terminology for statement of comprehensive income and income statement. Under the amendments to IAS 1, a statement of comprehensive income is renamed as a statement of profit or loss and other comprehensive income and an income statement is renamed as a statement of profit or loss. The amendments to IAS 1 retain the option to present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements. However, the amendments to IAS 1 require additional disclosures to be made in the other comprehensive section such that items of other comprehensive income are grouped into two categories: (a) items that will not be reclassified subsequently to profit or loss; and (b) items that may be reclassified subsequently to profit or loss when specific conditions are met. Income tax on items of other comprehensive income is required to be allocated on the same basis. The amendments have been applied retrospectively, and hence the presentation of items of other comprehensive income has been modified to reflect the change. Other than the above mentioned presentation changes, the application of the amendments to IAS 1 does not result in any impact on profit or loss, other comprehensive income and total comprehensive income.

- 108 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

(Expressed in Canadian Dollars)

Three and nine month periods ended September 30, 2013 and 2012

ii) Application of new and revised IFRSs on consolidation, joint arrangements, associates and disclosures

The Company has applied the requirements of IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements, IFRS 12 Disclosures of Interests in Other Entities and IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine in the current period.

The impact of the application of these standards is set out below. Impact of the application of IFRS 10 IFRS 10 changes the definition of control such that an investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The application of IFRS 10 has no impact on the Company’s interim condensed consolidated financial statements as the adoption did not result in a change in the consolidation status of any of the Company’s subsidiaries.

Impact of the application of IFRS 11

IFRS 11 replaces IAS 31 Interests in Joint Ventures and SIC-13 Jointly Controlled Entities - Non- Monetary Contributions by Venturers. IFRS 11 deals with how a joint arrangement of which two or more parties have joint control should be classified. The application of IFRS 11 has no impact on the interim condensed consolidated financial statements as the Company has no interests in joint arrangements.

Impact of the application of IFRS 12

IFRS 12 is a disclosure standard and is applicable to entities that have interests in subsidiaries, joint arrangements, associates and/or unconsolidated structured entities. In general, the application of IFRS 12 has resulted in additional disclosures in the Company’s interim condensed consolidated financial statements.

Impact of the application of IFRIC 20

IFRIC 20 sets out principles for the recognition of production stripping costs in the balance sheet. The interpretation recognizes that some production stripping in surface mining activity will benefit production in future periods and sets out criteria for capitalizing such costs. The application of IFRIC 20 has no impact on the interim condensed consolidated financial statements as the Company is not yet in production.

iii) Application of IFRS 13 Fair Value Measurement

The Company has applied the requirements of IFRS 13 Fair Value Measurement in the current period. IFRS 13 improves consistency and reduces complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRS. In general, the application of IFRS 13 has resulted in additional disclosures in the Company’s interim condensed consolidated financial statements.

There are no other standards, interpretations or amendments to existing standards that are effective that would be expected to have a significant impact on the Company.

Recent accounting pronouncements

The Company has reviewed new and revised accounting pronouncements that have been issued but are not yet effective and determined that the following may have an impact on the Company:

IFRS 9, Financial Instruments was issued in November 2009 as the first step in its project to replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 introduces new requirements for classifying and measuring financial assets that must be applied starting January 1, 2015, with early adoption permitted. The IASB intends to expand IFRS 9 during the intervening period to add new requirements for classifying and measuring financial liabilities, de-recognition of financial instruments, impairment and hedge accounting. The Company is currently assessing the impact of this standard on the consolidated financial statements.

- 109 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

(Expressed in Canadian Dollars)

Three and nine month periods ended September 30, 2013 and 2012

6. Critical accounting judgments and estimates

There have been no material revisions to the nature of the judgments and estimates disclosed in the Company’s

audited consolidated financial statements for the year ended December 31, 2012.

7. Cash and Equivalents

Cash and equivalents are comprised of the following:

	September 30, 2013		December 31, 2012
Cash	$	367,611	$	1,220,727
Short-term investments		2,500,000		4,000,000
	$	2,867,611	$	5,220,727

Short-term investments consist of a $2,500,000 (December 31, 2012 - $4,000,000) term deposit with an annual interest rate of 1.10% (December 31, 2012 – 1.10%) issued on September 3, 2013 and a maturity date of December 3, 2013.

8. Property and Equipment

		Land		Vehicles and equipment		Total
Cost
Balance at December 31, 2012	$	454,534	$	902,224	$	1,356,758
Additions		-		(8,310)		(8,319)
Foreign exchange movement		(54,198)		(37,117)		(91,315)
Balance at September 30, 2013	$	400,336	$	856,788	$	1,257,124

Accumulated amortization
Balance at December 31, 2012	$	-	$	393,162	$	393,162
Depreciation for the period		-		225,227		225,227
Foreign exchange movement		-		(91,315)		(91,315)
Balance at September 30, 2013	$	-	$	527,074	$	527,074

Net book value
At December 31, 2012	$	454,534	$	509,062	$	963,596
At September 30, 2013	$	400,336	$	329,714	$	730,050

The majority of the Company’s assets are located in Argentina. The Company owns a 130,000-acre ranch called the La Josefina Estancia, on which the Company’s La Josefina project is located.

The Company also owns small mobile housing units, trucks and additional mechanical equipment to support exploration activities on the Company’s projects, all located in Argentina.

9. Share Capital

a) Authorized:

Unlimited number of common shares without par value

Unlimited number of preferred shares without par value

- 110 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

(Expressed in Canadian Dollars)

Three and nine month periods ended September 30, 2013 and 2012

Issued:

Common Shares

	Nine months ended September 30, 2013
	Number		Amount
Balance, beginning of period		100,613,330	$	25,885,064
Conversion of preferred shares to common shares		20,881,493		177,417
Balance, beginning and end of period		121,494,823	$	26,062,481

Preferred Shares

	Nine months ended September 30, 2013
	Number			Amount
Balance, beginning of period		20,881,493		$	177,417
Conversion of preferred shares to common shares		(20,881,493	)		(177,417	)
Balance, beginning and end of period		-		$	-

Warrants

	Nine months ended September 30, 2013
	Number			Amount
Balance, beginning of period		25,481,450		$	5,860,183
Expiry of warrants		(12,822,500	)		(3,331,620	)
Balance, beginning and end of period		12,658,950		$	2,528,563

b) Stock options:

Under the Company’s share option plan, and in accordance with TSX Venture Exchange requirements, the number of common shares reserved for issuance under the option plan shall not exceed 10% of the issued and outstanding common shares of the Company. In connection with the foregoing, the number of common shares reserved for issuance to: (a) any individual director or officer will not exceed 5% of the issued and outstanding common shares; and (b) all consultants will not exceed 2% of the issued and outstanding common shares.

	Range of exercise prices		Number outstanding		Weighted average life (years)		Weighted average exercise price		Number exercisable on September 30, 2013

Stock options	$	0.10 - $0.65		7,409,735		2.04	$	0.32		7,009,735

	Nine months ended September 30, 2013
	Number of options			Weighted Average Price
Balance, beginning of period		7,147,470		$	0.32
Granted to officers and directors		400,000			0.30
Expiration of stock options		(137,735	)		0.30
Balance, end of period		7,409,735		$	0.32

- 111 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

(Expressed in Canadian Dollars)

Three and nine month periods ended September 30, 2013 and 2012

On April 23, 2013, the Company granted 400,000 stock options to certain directors, officers and employees of the Company in accordance with the Company’s stock option plan. The options are exercisable at a price of $0.10 for a period of five years. Of these options, 200,000 will vest on April 23, 2014 with the remainder vesting on April 23, 2015. The associated fair value of the stock options of $13,002 was calculated using the Black-Scholes option pricing model and using the following assumptions:

	April 23, 2013
Risk free interest rate	1.13%
Expected volatility	143.19%
Expected life (years)	5
Expected dividend yield	0%
Forfeiture rate	2.80%

c) Warrants:

	Range of exercise prices		Number outstanding		Weighted average life (years)		Weighted average exercise price

Warrants	$	0.35 - $0.65		12,658,950		0.17	$	0.35
Broker Warrants	$	0.30 - $0.45		2,671,894		0.17	$	0.30
Compensation Warrants	$	0.35		55,910		0.17	$	0.35
				15,386,754		0.17	$	0.34

	Nine months ended September 30, 2013
	Number of warrants			Weighted Average Price
Balance, beginning of period		29,997,404		$	0.48
Expiration of warrants		(12,822,500	)		0.65
Expiration of broker warrants		(1,788,150	)		0.45
Balance, end of period		15,386,404		$	0.34

10. Contributed Surplus

Balance, beginning of period	$	3,491,659
Expiry of warrants		3,331,620
Share based compensation		4,125
Balance, end of period	$	6,827,404

11. Performance bond

The performance bond, originally required to secure the Company’s rights to explore the La Josefina property, is a step-up US dollar denominated coupon bond issued by the Government of Argentina with a face value of US$600,000 and a maturity date of 2035. The bond trades in the secondary market in Argentina. The bond was originally purchased for $292,877 (US$247,487). As of the nine months ended September 30, 2013, the value of the bond increased to $387,716 (US$376,460). The changes in the face value of the performance bond of $102,375 for the nine months ended September 30, 2013 (September 30, 2012 - $32,662) are recorded as income in other comprehensive loss in the Company’s condensed interim consolidated statement of loss and other comprehensive loss.

Since Cerro Cazador S.A. (“CCSA”) fulfilled its exploration expenditure requirement mandated by the agreement with Fomento Minero de Santa Cruz Sociedad del Estado (“Fomicruz”), the performance bond was no longer required to secure the La Josefina project. Therefore, in June 2010 the Company used the bond to secure the La Valenciana project, an additional Fomicruz exploration project.

- 112 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

(Expressed in Canadian Dollars)

Three and nine month periods ended September 30, 2013 and 2012

12. Value added tax receivable (“VAT”)

The Company’s VAT receivable as of September 30, 2013 was $736,113 (December 31, 2012- $682,074). These amounts reflect the VAT receivable accrued due to the payment of VAT on certain transactions in Argentina. The Company expects reimbursement on the VAT once the exports of minerals have commenced, the Company has estimated that if successful in finding an economic mineral deposit, production will begin in 2019. The asset is reported at net present value based upon the Company’s estimate of when it will have future revenues. The Company used an expected production date of December 31, 2019, and a discount rate of 18.6% based upon the average Argentine interest rates and has recorded, as other expense, an adjustment in the present value of the VAT receivable. The net change of the VAT receivable for the nine months ended September 30, 2013 was $54,039 (nine months ended September 30, 2012 – $147,783).

Balance at December 31, 2012	$	682,074
Additions		169,444
Present Value Adjustment		(115,405	)
Balance at September 30, 2013	$	736,113

13. Related Party Transactions

During the three months ended September 30, 2013, the Company incurred $25,781 (September 30, 2012 – $44,061) in professional fees expense relating to the services of the President of CCSA. During the nine months ended September 30, 2013, the Company incurred $91,215 (September 30, 2012 – $147,095) in professional fees expense relating to the services of the President of CCSA. Included in accounts payable and accrued liabilities as at September 30, 2013 was $29,691 (December 31, 2012 - $14,999) owing to the President of CCSA for professional geological fees. Included in prepaid expenses as at September 30, 2013, the Company had a receivable due from the President of CCSA for $992 (December 31, 2012 - $45) for cash advanced for field expenses.

During the three months ended September 30, 2013, the Company incurred $8,533 (September 30, 2012 – $6,678) in general and administrative expenses relating to rent paid for office space to the President of CCSA. During the nine months ended September 30, 2013, the Company incurred $22,444 (September 30, 2012 – $22,800) in general and administrative expenses relating to rent paid for office space to the President of CCSA.

Included in accounts payable and accrued liabilities as at September 30, 2013 was $Nil (December 31, 2012 – $2,754) owing to the President of CCSA relating to rent paid for office space.

During the three months ended September 30, 2013, the Company incurred $11,960 (September 30, 2012 - $14,933) in professional fees expense relating to the accounting services of a director of CCSA. During the nine months ended September 30, 2013, the Company incurred $42,146 (September 30, 2012 - $43,506) in professional fees expense relating to the accounting services of a director of CCSA. Included in accounts payable and accrued liabilities as at September 30, 2013, the Company had a payable owing to the director of CCSA of $9,078 (December 31, 2012 – $6,098). Included in prepaid expenses as at September 30, 2013, the Company had a receivable due from the director of CCSA of $151 (December 31, 2012 - $196) for cash advanced for miscellaneous expenses.

In conjunction with the Company’s Qualifying Transaction, on December 23, 2009, the Company advanced $200,000 to HuntMountain, CCSA’s former parent corporation, as a refundable deposit. As at the period ended September 30, 2013, the balance owed by HuntMountain to the Company was $114,408 (December 31, 2012 - $114,408). The Company is doubtful of the collectability of this receivable as of September 30, 2013. The Company has recorded an allowance for the full amount of this receivable. All related party transactions are in the normal course of business.

- 113 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

(Expressed in Canadian Dollars)

Three and nine month periods ended September 30, 2013 and 2012

Remuneration of directors and key management of the Company

	Three months ended				Nine months ended
	September 30, 2013		September 30, 2012		September 30, 2013		September 30, 2012
Salaries and benefits	$	129,236	$	136,731	$	410,391	$	574,153
Consulting fees		67,741		86,994		223,362		281,101
Share based compensation		1,969		1,284		3,610		302,827
	$	198,946	$	225,009	$	637,363	$	1,158,081

14. Financial Instruments

The Company’s financial instruments consist of cash and equivalents, accounts receivable, performance bond and accounts payable and accrued liabilities.

Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: inputs other than quoted prices that are observable, either directly or indirectly. Level 2 valuations are based on inputs, including quoted forward prices for commodities, market interest rates, and volatility factors, which can be observed or corroborated in the market place.

Level 3: inputs are less observable, unavoidable or where the observable data does not support the majority of the instruments’ fair value.

Fair value

As at September 30, 2013, there were no changes in the levels in comparison to December 31, 2012. The fair values of financial instruments are summarized as follows:

	September 30, 2013				December 31, 2012
	Carrying amount		Fair value		Carrying amount		Fair value
	$		$		$		$

Financial Assets
FVTPL
Cash and equivalents (Level 1)		2,867,611		2,867,611		5,220,727		5,220,727

Available for sale
Performance bond (Level 1)		387,716		387,716		285,341		285,341

Loans and receivables
Accounts receivable (Level 3)		438,987		438,987		44,722		44,722

Financial Liabilities
Other financial liabilities
Accounts payable and accrued liabilities (Level 3)

- 114 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

(Expressed in Canadian Dollars)

Three and nine month periods ended September 30, 2013 and 2012

Cash and equivalents and performance bond are measured based on level 1 inputs of the fair value hierarchy on a recurring basis.

The Company’s financial instruments are exposed to certain financial risks, including currency risk, credit risk,

interest rate risk, market risk, liquidity risk and currency risk.

Financial risk management

The Company’s financial instruments are exposed to certain financial risks, including currency risk, credit risk,

liquidity risk, price risk and interest rate risk.

i. Currency risk

As at September 30, 2013, the following are denominated in US dollars:

Cash and equivalents		$	42,641
Accounts payable and accrued liabilities		$	74,527

As at September 30, 2013, the following are denominated in Argentine Peso:

Cash and equivalents	$	208,193
Performance bond	$	387,716
Accounts receivable	$	41,469
Other credits	$	113,778
Accounts payable and accrued liabilities	$	105,968

At September 30, 2013, if the U.S. dollar strengthened or weakened by 10% relative to the Canadian dollar the impact on loss and other comprehensive loss would be as follows:

	Impact on net loss and comprehensive loss
U.S. Dollar Exchange rate – 10% increase	$	7,862
U.S. Dollar Exchange rate – 10% decrease	$	(7,862	)

At September 30, 2013, if the Argentine Peso strengthened or weakened by 10% relative to the Canadian dollar the impact on loss and other comprehensive loss would be as follows:

	Impact on net loss and comprehensive loss
Argentine Peso Exchange rate – 10% increase	$	(30,340	)
Argentine Peso Exchange rate – 10% decrease	$	30,340

- 115 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

(Expressed in Canadian Dollars)

Three and nine month periods ended September 30, 2013 and 2012

ii. Credit risk

Credit risk is the risk of an unexpected loss if a third party to a financial instrument fails to meet its contractual obligations.

The Company’s cash and equivalents are held through Canadian and Argentine financial institutions.

iii. Liquidity risk

iv. Price risk

v. Interest rate risk

- 116 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

(Expressed in Canadian Dollars)

Three and nine month periods ended September 30, 2013 and 2012

15. Segmented Information

All of the Company’s operations are in the mineral properties exploration industry with its principal business activity in the acquisition and exploration of mineral properties. The Company conducts its resource properties exploration activities primarily in Argentina. The location of the Company’s assets by geographic area as of September 30, 2013 and December 31, 2012 is as follows:

	September 30, 2013		December 31, 2012
Canada	$	3,045,435	$	4,692,176
Argentina		2,665,046		2,965,328
United States		70,986		44,475
	$	5,781,467	$	7,701,979

The location of the Company’s net loss by geographic area as of September 30, 2013 and September 30,

2012 is as follows:

	Three months ended						Nine months ended
	September 30, 2013			September 30, 2012			September 30, 2013			September 30, 2012
Canada	$	125,524		$	390,860		$	1,809,733		$	574,743
Argentina		(765,725	)		(754,540	)		(2,857,501	)		(2,394,288	)
United States		(207,944	)		(253,165	)		(712,070	)		(882,336	)
	$	(848,145	)	$	(616,845	)	$	(1,759,838	)	$	(2,701,881	)

The Company generates 100% of its revenue from its former exploration partnership in Argentina. All revenue is paid in Canada and generated from service performed in Argentina.

16. Commitments and Provision

On March 27, 2007, the Company signed a definitive lease purchase agreement with FK Minera S.A. to acquire a 100% interest in the Bajo Pobré gold property located in Santa Cruz Province, Argentina. The Company may earn up to a 100% equity interest in the Bajo Pobré property by making cash payments and exploration expenditures over a five-year earn-in period. The required expenditures and ownership levels upon meeting those requirements are:

Year of the Agreement	Payment to FK Minera SA		Exploration Expenditures Required	Ownership
First year – 2007	US$50,000	PAID	US$250,000	0%
Second year – 2008	US$30,000	PAID	US$250,000	0%
Third year –2009	US$50,000	PAID	-	51%
Fourth year – 2010	US$50,000	PAID	-	60%
Fifth year – 2011	US$50,000	PAID	-	100%

As of September 30, 2013, the Company has made all required payments to F.K. Minera, however CCSA has not made sufficient exploration expenditures required by the Bajo Pobré contract. The parties to the contract have not finalized an amendment to the contract terms and therefore the Company’s ability to retain rights to explore the Bajo Pobré property is uncertain at this time. The Company does not believe that not making the exploration expenditures required by the FK Minera lease purchase agreement jeopardizes the Company’s Bajo Pobre project.

- 117 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

(Expressed in Canadian Dollars)

Three and nine month periods ended September 30, 2013 and 2012

In March 2007, the Company was the successful bidder for the exploration and development rights to the La Josefina project from Fomicruz. On July 24, 2007, the Company entered into an agreement with Fomicruz pursuant to which the Company agreed to invest a minimum of US$6 million in exploration and development expenditures over a four year period, including US$1.5 million before July 2008. The agreement provides that, in the event that a positive feasibility study is completed on the La Josefina property, a Joint Venture Corporation (“JV Corporation”) would be formed by the Company and Fomicruz. A revised schedule for exploration and development of the La Josefina project was submitted in writing to Fomicruz and was adopted on May 3, 2011, mandating that an economic feasibility study and production decision be made by the Company for the La Josefina project by the end of 2013. The Company would own 91% of the joint venture company and Fomicruz would own the remaining 9%.

On November 15, 2012 the Company signed an amended agreement with Fomicruz extending the exploration term by 7 years; the new agreement requires the Company to make a production decision by the end of 2019. The Company’s projected production date is December 31, 2019.

The Company has agreed to make a minimum investment of US$12 million, of which it has already invested approximately US$9 million. Additionally, and subject to proof of compliance with committed investments, the Company has the option to continue exploration for a second additional term of four years, ending on June 30, 2019, requiring it to make an additional investment US$6 million, which will bring the total investments in the La Josefina Project to US$18 million.

On June 30, 2010, a former director and accounting consultant (“the Consultant”) to the Company severed his business relationship with the Company. On August 5, 2010 the Consultant claimed that since 2006, he was actually an employee of, not a consultant to, CCSA. On September 7, 2010, the Argentine Ministry of Labor, Employment and Social Security filed a Certificate of Notice on CCSA and the Company indicating that a representative from CCSA and the Company must appear before a mediator to address the Consultant’s claims. The certificates of notice stated the value of the Consultant’s claim against the Company at 500,000 pesos (US$126,811).

On March 18, 2011, a lawsuit was filed against the Company and its subsidiaries by the Consultant. The lawsuit claimed that the Consultant was an employee of the Company, not a consultant, since 2006. The total value of the claim was US$249,041, including wages, alleged bonus payments, interest and penalties. The condensed interim consolidated financial statements include a provision of $125,000 at September 30, 2013. Management considers the lawsuit to be without merit and intends to defend the Company and its subsidiaries to the fullest extent possible.

On August 29, 2013, the Company was notified that $113,778 was withheld from its Argentine bank account and placed in escrow with the Court pending the outcome of the lawsuit filed on March 18,

2011 against the Company.

On October 31, 2011, the Company signed an agreement with the owners of the Piedra Labrada Ranch for the use and lease of facilities on the same premises as the Company’s La Josefina facilities. The term is for three years beginning November 1, 2011 and ending on October 31, 2014, including annual commitments of $60,000.

On April 1, 2012 the Company entered into a 9 month agreement with the surface rights holder of the Piedra Grande Ranch, located in Santa Cruz province, Argentina for access and use of their property. The agreement allows for the Company to engage in exploration activity as well as use the property and the facilities to house and store the Company’s equipment and personnel. The Company agreed to consideration of US$3,000 per month under this agreement. The initial term of the agreement ended on December 31, 2012, The Company was given an exclusive option to extend the agreement for 1 year, which it exercised. The agreement now ends on December 31, 2013. The Company’s total obligation under this new agreement for the year ending December 31, 2013 is US$36,000.

- 118 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

(Expressed in Canadian Dollars)

Three and nine month periods ended September 30, 2013 and 2012

On May 3, 2012, the Company entered into an exploration agreement with Eldorado Gold Corp. (“Eldorado”) for the purpose of exploring the Company’s exploration projects in Santa Cruz province, Argentina. The agreement classifies projects into three stages: Stage I is an early exploration project that is not ready for exploration drilling; Stage II is a project that is drill ready, or being drilled; Stage III requires that the Company and its exploration partner jointly create a new company where by the Company will retain a 25% interest in the new company and Eldorado Gold Corp., or a nominee of their choice, will be granted a 75% interest in the new company. As of September 30, 2013, the Company had two Stage II projects, Bajo Pobré and La Valenciana, and one new Stage I project, La Josefina.

On May 24, 2013, the Company received one-time payments of $200,000 for its La Valenciana project and $125,000 for its La Josefina project, as well as a yearly lease payment of $125,000 for its Bajo Pobre project.

On July 10, 2013, the Company was notified by Eldorado that they were terminating the agreement. The Company is actively pursuing new exploration partners.

On September 1, 2012, the Company moved into new office space. The Company signed a new office lease with a three-year term, which included the first four months for free. The office lease expires on December 31, 2015 and calls for monthly payments of approximately US$2,812 in 2013; US$2,886 in 2014; and US$2,960 in 2015.

Minimal annual lease payments pursuant to the lease agreement are as follows (in US$):

2013	$	33,744
2014		34,632
2015		35,520
	$	103,896

On October 1, 2012, the Company entered into an agreement with the surface owner of the Bajo Pobré Ranch in Santa Cruz province, Argentina. As consideration for access to the Bajo Pobré property and use of the Bajo Pobré Ranch, the Company agreed to pay the owner $5,000 per month over a period of 9 months ending on June 30, 2013. At the Company’s sole option it can extend the agreement for an additional year, ending June 1, 2014. The Company’s total commitment for 2013 under this agreement is US$30,000. The Company did not extend the lease for an additional year.

On November 1, 2012, the Company entered into an agreement with Fomicruz for the exploration of the La Valenciana project in Santa Cruz province, Argentina. The agreement is for a total of 7 years, expiring on October 31, 2019. The 7 years is broken into 3 economic periods, at the end of each period the Company will have the option of reporting its results to Fomicruz or terminating the agreement.

The agreement with Fomicruz requires the Company to spend USD $5,000,000 in exploration on the project over 7 years. If the Company elects to exercise its option to bring the La Valenciana project into production it must grant Fomicruz a 9% ownership in a new JV Corporation to be created by the Company to manage the project. If Fomicruz elects to increase their ownership they can under the following formula up to a maximum of 49% interest.

To purchase an additional 10% in the JV corporation, Fomicruz must reimburse the Company for 10% of the exploration expenses made by the Company during the exploration period;

To purchase the next 10% interest in the JV corporation, Fomicruz must reimburse the Company for 20% of the exploration expenses made by the Company during the exploration period;

To purchase a final additional 20% interest in the JV Corporation, Fomicruz must reimburse the Company for 25% of the exploration expenses made by the Company during the exploration period; bringing Fomicruz’s total ownership interest in the JV Corporation to 49%.

At the Company’s option it can purchase all but the 9% granted ownership interest in the JV Corporation from Fomicruz for USD $200,000 per percentage point owned. The remaining 9% can be purchased for a mutually agreed amount, to be determined by negotiation between Fomicruz and the Company.

- 119 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

(Expressed in Canadian Dollars)

Three and nine month periods ended September 30, 2013 and 2012

17. Capital Disclosure

Capital management is the key to achieving the Company’s growth plans, the maintenance of a strong capital base to ensure financial flexibility, and providing returns to shareholders. The Company’s capital is comprised of shareholders’ equity, as follows:

Management of capital risk

	September 30,		December 31,
	2013		2012

Shareholders’ equity	$	4,955,316	$	6,639,883

The Company does not have covenants associated with the Company’s long-term liabilities. The Company regularly reviews its on-going capital requirements to fund capital expenditures and service upcoming obligations.

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or acquire or dispose of assets. In order to maximize ongoing development efforts, the Company does not pay out dividends. The Company’s investment policy is to invest its cash in highly liquid short-term interest-bearing investments.

The Company is not subject to externally imposed capital requirements.

- 120 -

Index to Financials

Management’s Report

To the Shareholders of Hunt Mining Corp. (the “Company”)

Management is responsible for the preparation and presentation of the accompanying consolidated financial statements, including responsibility for significant accounting judgments and estimates in accordance with International Financial Reporting Standards. This responsibility includes selecting appropriate accounting principles and methods, and making decisions affecting the measurement of transactions in which objective judgment is required.

In discharging its responsibilities for the integrity and fairness of the consolidated financial statements, management designs and maintains the necessary accounting systems and related internal controls to provide reasonable assurance that transactions are authorized, assets are safeguarded and financial records are properly maintained to provide reliable information for the preparation of consolidated financial statements.

The Board of Directors has appointed an Audit Committee, consisting entirely of independent directors who are neither management nor employees of the Company. The Audit Committee is responsible for overseeing management in the performance of its financial reporting responsibilities, and for approving the financial information included in the annual report. The Audit Committee has the responsibility of meeting with management, and the external auditors to discuss the internal controls over the financial reporting process, auditing matters and financial reporting issues. The Audit Committee is also responsible for recommending the appointment of the Company’s external auditors.

MNP LLP, an independent firm of Chartered Accountants, is appointed by the Shareholders to audit the consolidated financial statements and report directly to them; their report follows. The external auditors have full and free access to, and meet periodically and separately with, both the Audit Committee and management to discuss their audit findings.

(signed)	(signed)
Matthew Hughes	Matthew Fowler
President and Chief Executive Officer	Chief Financial Officer

Spokane, Washington

April 23, 2013

- 121 -

Index to Financials

Independent Auditors’ Report

To the Shareholders of Hunt Mining Corp.:

We have audited the accompanying consolidated financial statements of Hunt Mining Corp. and its subsidiaries, which comprise the consolidated statements of financial position as at December 31, 2012 and 2011, and the consolidated statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes assessing the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained during our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Hunt Mining Corp. and its subsidiaries as at December 31, 2012 and 2011, and their financial performance and their cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Emphasis of Matter - Going Concern

Without qualifying our opinion, we draw attention to Note 3 in the consolidated financial statements which indicates that Hunt Mining Corp. has had minimal revenues and has accumulated losses of $28,496,195. These conditions indicate the existence of substantial doubt on Hunt Mining Corp.’s ability to continue as a going concern.

April 23, 2013	MNP LLP
Calgary, Alberta	Chartered Accountants
1500, 640 - 5th Avenue SW, Calgary, Alberta T2P 3G4, Phone: (403) 263-3385, 1 (877) 500-0792

- 122 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Expressed in Canadian Dollars

Consolidated Statements of Financial Position

	NOTE		December 31, 2012		December 31, 2011

CURRENT ASSETS:
Cash and equivalents	7	$	5,220,727	$	8,840,000
Accounts receivable			44,722		64,364
Prepaid expenses			36,031		46,020
Deposits receivable	14		62,231		52,177
Total Current Assets			5,363,711		9,002,561

NON-CURRENT ASSETS:
Property and equipment	8		963,596		824,289
Performance bond	9		285,341		227,596
VAT receivable, net of discount	10		682,074		1,143,509
Deposits receivable	14		52,177		104,354
Minimal presumed income tax receivable			355,080		192,479
Total Non-Current Assets:			2,338,268		2,492,227

TOTAL ASSETS:		$	7,701,979	$	11,494,788

CURRENT LIABILITIES:
Accounts payable and accrued liabilities		$	811,016	$	516,696
Taxes payable			126,080		224,233
Total Current Liabilities:			937,096		740,929

NON-CURRENT LIABILITIES:
Provision	17(c)		125,000		125,000
Total Non-Current Liabilities:			125,000		125,000
TOTAL LIABILITIES:		$	1,062,096	$	865,929

SHAREHOLDERS’ EQUITY:
Preferred shares	11	$	177,417	$	177,417
Share capital	11		25,885,064		25,885,064
Contributed surplus	12		3,491,659		3,159,826
Warrants	11		5,860,183		5,860,183
Deficit			(28,496,195)		(24,324,113)
Accumulated other comprehensive loss			(278,245)		(129,518)
Total Shareholders’ Equity:		$	6,639,883	$	10,628,859
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY:		$	7,701,979	$	11,494,788

Going Concern (Note 3)
Subsequent Event (Note 19)
Commitments and Provision (Note 17)

Approved on behalf of the Board of Directors

Signed “Tim Hunt”

Signed “Matt Hughes”

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

- 123 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Expressed in Canadian Dollars

Consolidated Statements of Loss and Comprehensive Loss

			Years ended December 31,
	NOTE		2012		2011

REVENUE:
Operator’s Fee		$	125,655	$	-

OPERATING EXPENSES:
Professional fees			733,377		1,188,067
Directors fees			121,163		91,937
Exploration expenses			594,904		3,522,458
Travel expenses			365,332		352,576
Administrative and office expenses			1,000,442		913,124
Payroll expenses			2,144,767		1,179,840
Share based compensation	12		331,833		410,912
Banking charges			49,205		69,670
Depreciation	8		224,472		112,448
Cost recovery			(1,795,066)		-

Total operating expenses:			3,770,429		7,841,032

OTHER INCOME/(EXPENSE):
Interest income			67,708		87,083
Gain on debt discount			-		3,085
Miscellaneous income			200,000		420
VAT discount and accretion	10		(616,331)		(332,308)
Loss on foreign exchange			(184,558)		(109,758)
Gain on disposal of property and equipment	8		33,977		-

Total other expenses:			(499,204)		(351,478)

LOSS - before income tax			(4,143,978)		(8,192,510)

Income taxes	13		(28,104)		(87,651)

NET LOSS FOR THE YEAR		$	(4,172,082)	$	(8,280,161)

Other comprehensive loss:
Change in value of performance bond	9		57,745		(29,612)
Translation of foreign operations into Canadian dollar presentation			(206,472)		(43,853)

TOTAL NET LOSS AND COMPREHENSIVE LOSS FOR THE YEAR:		$	(4,320,809)	$	(8,353,626)

Weighted average shares outstanding - basic and diluted			100,613,330		88,180,466

NET LOSS PER SHARE - BASIC AND DILUTED:		$	(0.04)	$	(0.09)

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

- 124 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Expressed in Canadian Dollars

Consolidated Statement of Changes in Shareholders’ Equity

		Share Capital		Deficit		Accumulated Other Comprehensive Loss		Contributed Surplus		Warrants		Preferred Shares		Total

Balance - January 1, 2011	$	18,250,138	$	(16,043,952)	$	(56,053)	$	2,339,072	$	2,838,467	$	177,417	$	7,505,089

Net Loss		-		(8,280,161)		-		-		-		-		(8,280,161)

Fair value of warrants issuable pursuant to broker compensation units		-		-		-		464,896		-		-		464,896
Other comprehensive loss		-		-		(73,465)		-		-		-		(73,465)
Share capital issued		11,540,250		-		-		-		-		-		11,540,250
Share issue costs and filing statement fees		(1,547,503)		-		-		-		-		-		(1,547,503)
Portion of units attributable to warrants issued		(3,331,620)		-		-		-		3,331,620		-		-
Share based compensation		-		-		-		410,912		-		-		410,912
Exercise of warrants		852,929		-		-				(309,904)		-		543,025
Exercise of agent’s options		49,644		-		-		(21,544)		-		-		28,100
Exercise of broker compensation warrants		71,226		-		-		(33,510)		-		-		37,716

Balance - December 31, 2011	$	25,885,064	$	(24,324,113)	$	(129,518)	$	3,159,826	$	5,860,183	$	177,417	$	10,628,859


Balance - January 1, 2012	$	25,885,064	$	(24,324,113)	$	(129,518)	$	3,159,826	$	5,860,183	$	177,417	$	10,628,859

Net Loss		-		(4,172,082)		-		-		-		-		(4,172,082)

Other comprehensive loss		-		-		(148,727)		-		-		-		(148,727)
Share based compensation		-		-		-		331,833		-		-		331,833

Balance - December 31, 2012		25,885,064	$	(28,496,195)	$	(278,245)	$	3,491,659	$	5,860,183	$	177,417	$	6,639,883

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

- 125 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Expressed in Canadian Dollars

Consolidated Statements of Cash Flows

			Years ended December 31,
	NOTE		2012		2011

CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss		$	(4,172,082)	$	(8,280,161)
Items not affecting cash
Depreciation	8		224,472		112,448
Translation of foreign exchange			(206,472)		(43,853)
Minimal presumed income tax receivable			(162,601)		(192,479)
VAT receivable			461,435		(520,748)
Share based compensation	12		331,833		410,912
Gain on disposal of property and equipment	8		33,977		-

Net change in non-cash working capital items
Decrease (increase) in accounts receivable			19,642		(10,421)
Decrease in prepaid expenses			9,989		165,051
Decrease (increase) in deposits receivable			42,123		(156,531)
Increase in accounts payable and accrued liabilities			294,320		198,017
Increase (decrease) in taxes payable			(98,153)		147,382
Decrease in accrued interest on shareholder loan			-		(10,240)
Total cash used in operating activities			(3,221,517)		(8,180,623)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	8		(454,957)		(304,737)
Proceeds of sale of property and equipment	8		57,201		-
Net cash used in investing activities			(397,756)		(304,737)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of share capital, net of share issue costs			-		11,066,484
Repayments of shareholder loan			-		(103,021)
Net cash from financing activities			-		10,963,463

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS:		$	(3,619,273)	$	2,478,103

CASH AND EQUIVALENTS, BEGINNING OF YEAR:			8,840,000		6,361,897

CASH AND EQUIVALENTS, END OF YEAR		$	5,220,727	$	8,840,000

Cash and cash equivalents consist of:
Cash			1,220,727		7,840,000
Term deposits (less than 90 days)			4,000,000		1,000,000
			5,220,727		8,840,000

SUPPLEMENTAL CASH FLOW INFORMATION

Taxes paid			(33,974)		(89,636)
Interest received			50,127		71,339

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

- 126 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

Years ended December 31, 2012 and 2011

1. Nature of Business

Hunt Mining Corp. (the “Company”), is a mineral exploration company incorporated on January 10, 2006 under the laws of Alberta, Canada and, together with its subsidiaries, is engaged in the exploration of mineral properties in Santa Cruz Province, Argentina.

The Company’s registered office is located at 1900, 736 – 6 th Avenue SW, Calgary, Alberta T2P 3T7.

The consolidated financial statements include the accounts of the following subsidiaries after elimination of intercompany transactions and balances:

Corporation	Incorporation	Percentage ownership	Business Purpose

Cerro Cazador S.A.	Argentina	100%	Holder of Assets and Exploration Company
1494716 Alberta Ltd.	Alberta	100%	Nominee Shareholder
Hunt Gold USA LLC	Washington, USA	100%	Management Company

As of December 31, 2012, the Company is in the process of exploring mineral properties in Argentina. On the basis of information to date, it has not yet determined whether these properties contain economically recoverable ore reserves. The underlying value of the mineral properties is entirely dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete development and upon future profitable production or a sale of these properties.

2. Basis of presentation

These consolidated financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the IFRS Interpretations Committee (“IFRIC”).

These consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments measured at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

The Company’s functional and presentation currency is the Canadian Dollar.

The preparation of consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

Judgments made by management in the application of IFRS that have a significant effect on the financial statements and estimates with significant risk of material adjustment in the current and following years are discussed in Note 6 of the Company’s audited consolidated financial statements for the year ended December 31, 2012.

These consolidated financial statements were authorized for issue on April 23, 2013 by the Board of Directors of the Company.

3. Going Concern

The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. The Company is an exploration stage company and has incurred losses since its inception. As shown in these consolidated financial statements, the Company has had minimal revenues and has incurred an accumulated loss of $28,496,195 through December 31, 2012 (2011 - $24,324,113). However, the Company believes it has sufficient cash at December 31, 2012 to fund normal operations for the next 12 months.

- 127 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

Years ended December 31, 2012 and 2011

The Company’s ability to continue as a going concern is dependent upon the discovery of economically recoverable mineral reserves, the ability to obtain necessary financing to complete development and fund operations and future production or proceeds from their disposition. Additionally, the current capital markets and general economic conditions in the United States and Canada provide no assurance that the Company’s funding initiatives will continue to be successful. These factors raise significant doubt about the Company’s ability to continue as a going concern.

4. Significant Accounting Policies

The significant accounting policies used in the preparation of these consolidated financial statements are described below.

(a) Basis of measurement

The consolidated financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial assets and financial liabilities to fair value.

(b) Consolidation

Monetary assets and liabilities, denominated in currencies other than the Canadian dollar are translated into Canadian dollars at the rates of exchange prevailing at the reporting date. Non- monetary assets and liabilities are translated at the exchange rate prevailing at the transaction date. Revenues and expenses are translated at average exchange rates throughout the reporting period. Gains and losses on translation of foreign currencies are included in the consolidated statements of loss and comprehensive loss.

(d) Financial instruments

- 128 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

Years ended December 31, 2012 and 2011

At initial recognition, the Company classifies its financial instruments in the following categories depending on the purpose for which the instrument were acquired.

Financial assets

Fair value through profit or loss

Loans and receivables

Assets available for sale

Assets available for sale (“AFS”) represent securities and other financial investments that are non- strategic, that are neither held for trading, nor held to maturity, nor held for strategic reasons, and that have a readily available market price. As such, gains or losses from revaluation of the asset are recorded as other comprehensive loss, except to the extent that any losses are assessed as being permanent, and the asset is therefore impaired, under IAS 39, or if the asset is sold or otherwise disposed of. If the asset is impaired, sold or otherwise disposed of the revaluation gain or loss implicit in the transaction is recognized as a revenue or expense in the statement of loss and comprehensive loss.

Impairment of financial assets

Financial liabilities

Fair value through profit or loss

Other financial liabilities

Fair values

- 129 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

Years ended December 31, 2012 and 2011

(e) Cash and equivalents

Cash and equivalents include cash on hand, deposits held with banks and other highly liquid short- term investments with original maturities of three months or less. In the normal course of business, 30% of all funds wired to CCSA from the Company are withheld by the Government of Argentina unless they are applied to a capital increase. These withheld amounts are deposited in non-interest bearing US dollar fixed terms deposits until the Government of Argentina approves the Company’s formal application for release. Year-end balances of such funds total $46,093 (December 31, 2011 - $350,889).

(f) Value added tax (“VAT”)

(g) Property and equipment

Repairs and maintenance costs are charged to the consolidated statements of loss and comprehensive loss during the period in which they are incurred.

Exploration and evaluation expenditures

Impairment

- 130 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

Years ended December 31, 2012 and 2011

The Company evaluates impairment losses for potential reversals when events or circumstances warrant such consideration.

(h) Provisions

Provisions are liabilities that are uncertain in timing or amount. The Company records a provision when and only when:

(i)	The Company has a present obligation (legal or constructive) as a result of past events;

(ii)	It is probable that an outflow of resources will be required to settle the obligation; and

(iii)

A reliable estimate can be made of the amount of the obligation.

(i) Current and deferred tax

- 131 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

Years ended December 31, 2012 and 2011

(j) Provision for Minimum Presumed Income Tax

(k) Share-based compensation

(l) Revenue Recognition

Revenue for the Company is derived from Operator’s fees and ongoing lease payments are derived once projects have advanced from Stage I to Stage II. Operator’s fees are recognized when the services are provided, when persuasive evidence of an arrangement exists, the fee is determinable, and there is reasonable assurance of collection. Operator’s fees are generated when the Company operates an exploration program under a budget approved by the project partner. The Company charges the project partner a pre-determined fee based on a percentage of the total exploration expenditures incurred. As operator, the Company may recover certain direct and indirect costs, and overhead which are recognized as a cost recovery, through the consolidated statements of loss and comprehensive loss.

- 132 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

Years ended December 31, 2012 and 2011

(m) Earnings per share

5. Accounting standards issued but not yet applied

At the date of these consolidated financial statements, certain new standards, amendments and interpretations to existing standards have been published but are not yet effective, and have not been adopted early by the Company. Management anticipates that all of the relevant pronouncements will be adopted in the Company’s accounting policy for the first period beginning after the effective date of the pronouncement. Information on new standard, amendment and interpretation that is expected to be relevant to the Company’s consolidated financial statements is provided below. Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Company’s consolidated financial statements.

IFRS 9, International Financial Reporting Standard, (“IFR S 9”)

IFRS 9 was issued in November 2009 and contained requirements for financial assets. This standard addresses classification and measurement of financial assets and replaces the multiple category and measurement models in IAS 39, Financial Instruments: Recognition and Measurement , for debt instruments with a new mixed measurement model having only two categories: amortized cost and fair value through profit or loss. IFRS 9 also replaces the models for measuring equity instruments, and such instruments are either recognized at fair value through profit or loss or at fair value through other comprehensive loss.

Requirements for financial liabilities were added in October 2010 and they largely carried forward existing requirements in IAS 39 , except that fair value changes due to credit risk for liabilities designated at fair value through profit and loss would generally be recorded in other comprehensive loss.

This standard is required to be applied for accounting periods beginning on or after January 1, 2015, with earlier adoption permitted. The Company is assessing the impact of the standard.

IFRS 10, Consolidated Financial Statements

- 133 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

Years ended December 31, 2012 and 2011

IFRS 11 , Joint Arrangements

IFRS 12, Disclosure of Involvement with Other Entities

IFRS 13, Fair Value Measurements

The standard is required to be applied for accounting periods beginning on or after January 1, 2013. The Company is assessing the potential impact of the standard.

IAS 1, Presentation of Items of OCI: Amendments to IAS I Presentation of Financial Statements

In June 2011, the IASB issued IAS 1, Presentation of Items of OCI: Amendments to IAS I Presentation of Financial Statements. The amendments stipulate the presentation of net earnings and OCI and also require the Company to group items within OCI based on whether the items may be subsequently reclassified to profit or loss. Amendments to IAS 1is effective for annual periods beginning on or after July 1, 2012. The Company is assessing the impact of the standard.

- 134 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

Years ended December 31, 2012 and 2011

IFRIC 20, Stripping Costs in the Production Phase of a Surface Mine

6. Critical accounting judgments and estimates

(a) Significant judgments

Preparation of the consolidated financial statements requires management to make judgments in applying the Company’s accounting policies. Judgments that have the most significant effect on the amounts recognized in these consolidated financial statements relate to functional currency; exploration and evaluation expenditures; income taxes; provisions and reclamation and closure cost obligations. These judgments have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Functional Currency

Management determines the functional currency for each entity. This requires that management assess the primary economic environment in which each of these entities operates. Management’s determination of functional currencies affects how the Company translates foreign currency balances and transactions.

Determination includes an assessment of various primary and secondary indicators. In determining the functional currency of the Company’s operations in Canada (Canadian dollar) and Argentina (U.S. dollar), management considered the currency that primarily influences or determines the selling prices of goods and services and the cost of production, including labor, material and other costs, and the currency whose competitive forces and regulations mainly determine selling prices.

Exploration and Evaluation Expenditure

The application of the Company’s accounting policy for exploration and evaluation expenditure requires judgment in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. The Company’s policy is to expense all exploration and evaluation expenditures.

Income Taxes

Significant judgment is required in determining the provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain and subject to judgement. The Company recognizes liabilities and contingencies for anticipated tax audit issues based on the Company’s current understanding of the tax law in the various jurisdictions in which it operates. For matters where it is probable that an adjustment will be made, the Company records its best estimate of the tax liability including the related interest and penalties in the current tax provision. Management believes they have adequately provided for the probable outcome of these matters; however, the final outcome may result in a materially different outcome than the amount included in the tax liabilities.

Provisions

Management makes judgments as to whether an obligation exists and whether an outflow of resources embodying economic benefits of a liability of uncertain timing or amount is probable, not probable or remote. Management considers all available information relevant to each specific matter.

- 135 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

Years ended December 31, 2012 and 2011

Reclamation and closure costs obligations

The Company does not have a reclamation provision and expenses all exploration expenditures as they are incurred. If management makes the judgment in the future that a material reclamation obligation exists; it will use the magnitude and timing of costs to be incurred, inflation rates, regulatory changes and discount rates in calculating its expected obligation.

(b) Estimation uncertainty

The preparation of the consolidated financial statements in conformity with IFRS requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also makes estimates and assumptions concerning the future. The determination of estimates requires the exercise of judgment based on various assumptions and other factors such as historical experience and current and expected economic conditions. Actual results could differ from those estimates.

The more significant areas requiring the use of management estimates and assumptions relate to title to mineral property interests; share-based payments, provisions and value added tax. These estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

The Company is also exposed to legal risk. The outcome of currently pending and future proceedings cannot be predicted with certainty. Thus, an adverse decision in a lawsuit could result in additional costs that are not covered, either wholly or partly, under insurance policies and that could significantly influence the business and results of operations.

Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Title to Mineral Property Interests

Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

Share-based Payment Transactions

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions is done by application of the Black-Scholes option pricing model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the Black- Scholes option pricing model, including the expected life of the stock option, volatility and dividend yield and making assumptions about them.

Provisions

In the normal course of business, legal proceedings and other claims brought against the Company expose us to potential losses. Given the nature of these events, in most cases the amounts involved are not reasonably estimable due to uncertainty about the final outcome. In estimating the final outcome of litigation, management makes assumptions about factors including experience with similar matters, past history, precedents, relevant financial, scientific and other evidence, and facts specific to the matter. This determines whether management requires a provision or disclosure in the consolidated financial statements.

- 136 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

Years ended December 31, 2012 and 2011

Value added tax (“VAT”)

The Company estimates the VAT based on when it expects the project will go into production and uses a discount rate to calculate net present value. The Company plans to get reimbursement on the VAT once the exports of minerals have commenced, the Company has estimated that if successful in finding an economic mineral deposit, production will begin in 2019, this is based on the end of the exploration period on the Company’s La Josefina project. The asset is reported at net present value based upon the Company’s estimate of when it will have future revenues. The Company used an expected production date of December 31, 2019, and a discount rate of 18.6% based upon the average Argentine interest rates.

7. Cash and Equivalents

Cash and equivalents are comprised of the following:

	December 31, 2012		December 31, 2011
Cash	$	1,220,727	$	7,840,000
Short-term investments		4,000,000		1,000,000
	$	5,220,727	$	8,840,000

Short-term investments consist of a $4,000,000 (2011 - $1,000,000) term deposit with an annual interest rate of 1.10% (2011 – 1.10%) issued on December 4, 2012 and a maturity date of March 5, 2013.

8. Property and Equipment

	Land			Vehicle s and equipment			Total Cost
Balance at December 31, 2010	$	562,315		$	295,178		$	857,493
Additions		-			304,737			304,737
Foreign exchange movement		(32,088	)		13,891			(18,197	)
Balance at December 31, 2011	$	530,227		$	613,806		$	1,144,033
Additions		-			397,756			397,756
Disposals		-			(134,366	)		(134,366	)
Foreign exchange movement		(75,693	)		25,028			(50,665	)
Balance at December 31, 2012	$	454,534		$	902,224		$	1,356,758

Accumulated amortization
Balance at December 31, 2010	$	-		$	225,493		$	225,493
Depreciation		-			112,448			112,448
Foreign exchange movement		-			(18,197	)		(18,197	)
Balance at December 31, 2011	$	-		$	319,744		$	319,744
Depreciation		-			224,472			224,472
Disposals		-			(111,142	)		(111,142	)
Foreign exchange movement		-			(39,912	)		(39,912	)
Balance at December 31, 2012	$	-		$	393,162		$	393,162
Ne t book value
At December 31, 2011	$	530,227		$	294,062		$	824,289
At December 31, 2012	$	454,534		$	509,062		$	963,596

The majority of the Company’s assets are located in Argentina. The Company owns a ranch, La Josefina which includes approximately 130,000 acres.

- 137 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

Years ended December 31, 2012 and 2011

During the year, the Company disposed of obsolete equipment which had a net book value of $23,224. Additionally, the Company sold vehicles which had a net book value of nil for a gain of $57,201, which when offset against the disposal, resulted in a net gain of $33,977.

In addition to land owned in Argentina the Company also owns small mobile housing units, trucks and additional mechanical equipment to support exploration activities on the Company’s projects, all located in Argentina.

9. Performance bond

The performance bond, originally required to secure the Company’s rights to explore the La Josefina property, is a step-up US dollar denominated coupon bond issued by the Government of Argentina with a face value of US$600,000 and a maturity date of 2035. The bond trades in the secondary market in Argentina. The bond was originally purchased for $292,877 (US$247,487). As of the year ended December 31, 2011, the value of the bond decreased to $227,596 (US$223,199). As of the year ended December 31, 2012, the value of the bond increased to $285,341 (US$286,314). The changes in the face value of the performance bond of $57,745 as at December 31, 2012 (2011 - $(29,612)) are recorded in other comprehensive loss in the Company’s statement of loss and other comprehensive loss.

Since CCSA fulfilled its exploration expenditure requirement mandated by the agreement with Fomento Minero de Santa Cruz Sociedad del Estado (“Fomicruz”), the performance bond was no longer required to secure the La Josefina project. Therefore, in June 2010 the Company used the bond to secure the La Valenciana project, an additional Fomicruz exploration agreement.

10. Value added tax receivable (“VAT”)

The Company’s VAT receivable as of December 31, 2012 was $682,074 (2011- $1,143,509). These amounts reflect the VAT receivable accrued due to the payment of value added tax on certain transactions in Argentina. The Company expects reimbursement on the VAT once the exports of minerals have commenced, the Company has estimated that if successful in finding an economic mineral deposit, production will begin in 2019. The asset is reported at net present value based upon the Company’s estimate of when it will have future revenues. The Company used an expected production date of December 31, 2019, and a discount rate of 18.6% based upon the average Argentine interest rates and has recorded, as other expense, an adjustment in the present value of the VAT receivable, this resulted in a present value adjustment of $616,331 for the year ended December 31, 2012 (2011 - $332,308) in the Company’s statement of loss and other comprehensive loss being recorded. The net change of the VAT receivable for the year ended December 31, 2012 was ($461,435) (2011– $520,748)

Balance at December 31, 2010	$	622,761
Additions		853,056
Present Value Adjustment		(332,308)
Balance at December 31, 2011	$	1,143,509
Additions		154,896
Present Value Adjustment		(616,331)
Balance at December 31, 2012	$	682,074

11. Share Capital

a) Authorized:

Unlimited number of common shares without par value

Unlimited number of preferred shares without par value

- 138 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

Years ended December 31, 2012 and 2011

Issued:

Common Shares

	December 31, 2012				December 31, 2012
	Number		Amount		Number			Amount
Balance, beginning of year		100,613,330	$	25,885,064		73,167,565		$	18,250,138
Share issue costs and filing statement fees		-		-		-			(1,547,503	)
Bought deal private placement		-		-		25,645,000	(ii)		11,540,250
Portion of units attributable to warrants issued		-		-		-	(ii)		(3,331,620	)
Exercise of agent’s options		-		-		93,667	(iv)		49,644
Exercise of broker compensation warrants		-		-		108,932	(i)(iii)		50,226
Exercise of broker warrants		-		-		46,666	(vi)		21,000
Exercise of warrants		-		-		1,551,500	(v)		852,929
Balance, end of year		100,613,330	$	25,885,064		100,613,330		$	25,885,064

Preferred Shares

	December 31, 2012				December 31, 2012
	Number		Amount		Number		Amount
Balance, beginning of year		20,881,493	$	177,417		20,881,493	$	177,417

Warrants

	December 31, 2012				December 31, 2012
	Number		Amount		Number				Amount
Balance, beginning of year		25,481,450	$	5,860,183		14,210,450			$	2,838,467
Exercise of warrants		-		-		(1,551,500	)	(v)		(309,904	)
Portion of units attributable to warrants issued		-		-		12,822,500		(ii)		3,331,620
Balance, end of year		25,841,450	$	5,860,183		25,481,450			$	5,860,183

Common share issuances

(i)

During the year ended December 31, 2011, the Company issued 34,745 shares pursuant to the cashless exercise of 125,196 broker compensation warrants granted in conjunction with the Company’s November 2010 short form prospectus offering. Pursuant to the issuance, the Company recorded $14,288 in common shares to reflect the Black-Scholes valuation of the cashless exercise of broker compensation warrants.

(ii)

On June 14, 2011, the Company issued 25,645,000 units at $0.45 per unit pursuant to a bought- deal private placement for gross proceeds of $11,540,250, of which $3,331,620 was the fair value of the warrants. Each unit consisted of one common share and one half share purchase warrant exercisable at $0.65 per warrant before June 14, 2013. In conjunction with the private placement, the Company granted broker compensation options to Macquarie Capital Markets Canada Ltd. to acquire 1,788,150 broker compensation units. Each broker compensation unit will consist of one common share and one half of one common share purchase warrant exercisable at $0.45 prior to June 14, 2013. The fair value of the warrants issuable pursuant to the broker compensation units is $464,896.

(iii)

During year ended December 31, 2011, the Company issued 74,187 shares pursuant to the exercise of 45,000 broker compensation warrants and 29,187 compensation warrants granted in conjunction with the Company’s November 2010 short form prospectus offering. Pursuant to the issuance, the Company recorded $12,222 in common shares to reflect the Black-Scholes valuation of the exercise of broker compensation warrants and compensation warrants and cash proceeds of $23,716.

- 139 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

Years ended December 31, 2012 and 2011

(iv)

During the year ended December 31, 2011, the Company issued 93,667 shares pursuant to the exercise of 93,667 agent’s options granted in conjunction with the Company’s December 2009 qualifying transaction. Pursuant to the issuance, the Company recorded $21,544 in common shares to reflect the Black-Scholes valuation of the exercise of agent’s options and cash proceeds of $28,100.

(v)

During the year ended December 31, 2011, the Company issued 1,551,500 shares pursuant to the exercise of 1,551,500 warrants granted at an exercise price of $0.35 in conjunction with the Company’s November 2010 short form prospectus offering. Pursuant to the issuance, the Company recorded $309,904 in common shares to reflect the Black-Scholes valuation of the exercise of warrants and cash proceeds of $543,025.

(vi)

During the year ended December 31, 2011, the Company issued 46,666 shares pursuant to the exercise of 46,666 broker warrants granted in conjunction with the Company’s December 2009 qualifying transaction. Pursuant to the issuance, the Company recorded $7,000 in common shares to reflect the Black-Scholes valuation of the exercise of broker warrants and cash proceeds of $14,000.

b) Stock options:

		Range of exercise prices				Number outstanding				Weighted average life (years)				Weighted average exercise price				Number exercisable on December 31, 2012
Stock options		$	0.30-$0.65				7,147,470				2.58			$	0.32				7,147,470

	December 31, 2012					December 31, 2011
	Number of options			Weighted Average Price		Number of options			Weighted Average Price
Balance, beginning of year		6,570,466		$	0.32		5,999,398		$	0.32
Granted to officers and directors		1,250,000		$	0.30		764,735		$	0.33
Forfeiture of stock options		(100,000	)	$	0.30		(100,000	)	$	0.30
Exercise of agent’s options		-			-		(93,667	)	$	0.30
Expiration of agent’s options		(572,996	)	$	0.30		-			-
Balance, end of year		7,147,470		$	0.32		6,570,466		$	0.32

On January 10, 2011, the Company granted 300,000 stock options to an investor relations consultant of the Company in accordance with the Company’s stock option plan. The options are exercisable at a price of $0.35 for a period of five years. These options will vest over a twelve month period, beginning April 10, 2011. The associated stock option expense of $3,869 (2011 - $76,635) was calculated using the fair value method using the Black-Scholes option pricing model and using the following assumptions:

January 10, 2011
Risk free interest rate	2.24	%
Expected volatility	115.74	%
Expected life (years)	5
Expected dividend yield	0	%
Forfeiture rate	1.59	%

- 140 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

Years ended December 31, 2012 and 2011

On January 27, 2011, the Company granted 464,735 stock options to two directors of the Company in accordance with the Company’s stock option plan. The options are exercisable at a price of $0.31 for a period of five years. Of these options a total of 116,183 vested immediately with the remainder vesting over an eighteen month period. The associated stock option expense of $11,950 (2011 - $98,310) was calculated using the fair value method using the Black-Scholes option pricing model and using the following assumptions:

January 27, 2011
Risk free interest rate	2.25	%
Expected volatility	115.51	%
Expected life (years)	5
Expected dividend yield	0	%
Forfeiture rate	1.59	%

On February 27, 2012, the Company granted 1,250,000 stock options to certain directors, officers and employees of the Company in accordance with the Company’s stock option plan. The options are exercisable at a price of $0.30 for a period of five years. All options vested immediately. The associated stock option expense of $313,966 was calculated using the fair value method using the Black-Scholes option pricing model and using the following assumptions:

February 27, 2012
Risk free interest rate	1.28	%
Expected volatility	127.40	%
Expected life (years)	5
Expected dividend yield	0	%
Forfeiture rate	1.59	%

c) Escrowed shares

As required by Exchange Policy, all 1,510,300 of the Company’s seed capital shares are subject to a timed release escrow agreement dated April 24, 2008. This escrow agreement provides for the release of 10% of the escrowed shares on December 31, 2009 and 15% of the remaining escrowed shares every six months thereafter. As of December 31, 2012, there are no shares (2011 – 679,635 shares) remaining in escrow.

In addition, all of the common shares and convertible preferred shares issued pursuant to the Company’s qualifying transaction are subject to a TSX Venture Exchange Tier Two surplus escrow agreement allowing for the release of 5% of the shares on December 31, 2009, 5% on June 30, 2010, 10% on each of December 31, 2010 and June 30, 2011, 15% on each of December 31, 2011 and June 30, 2012, and 40% on December 31, 2012. If the Company subsequently meets the Tier 1 Minimum Listing Requirements of the TSX Venture Exchange, the release of these escrowed shares will be accelerated whereby such escrowed shares will be released from escrow as to 10% thereof effective as of December 31, 2009, 20% on June 30, 2010, 30% on December 31, 2010, and 40% on June 30, 2011. As of December 31, 2012, there are no common shares (2011 – 20,382,955 common shares) and no convertible preferred shares (2011 – 14,617,045 convertible preferred shares) remaining in escrow.

d) Warrants:

	Range of exercise prices		Number outstanding		Weighted average life (years)		Weighted average exercise price
Warrants	$	0.35-$0.65		25,481,450		0.68	$	0.50
Broker Warrants	$	0.30-$0.45		4,460,444		0.73	$	0.36
Compensation Warrants	$	0.35		55,910		0.92	$	0.35
				29,997,404		0.69	$	0.48

- 141 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

Years ended December 31, 2012 and 2011

	December 31, 2012					December 31, 2011
	Number of warrants			Weighted Average Price		Number of warrants			Weighted Average Price
Balance, beginning of year		30,450,738		$	0.48		17,552,540		$	0.34
Warrants (Note 11(a)(ii))		-			-		12,822,500		$	0.65
Broker warrants (Note 11(a)(ii))		-			-		1,788,150		$	0.45
Compensation warrants resulting from exercise of broker warrants (Note 11(a)(i)(iii))		-			-		85,0907		$	0.35
Exercise of warrants (Note 11(a)(v))		-			-		(1,551,500	)	$	0.30
Exercise of broker compensation warrants (Note 11(a)(i)(iii))		-			-		(170,196	)	$	0.30
Exercise of broker warrants (Note 11(a)(vi))		-			-		(46,666	)	$	0.30
Expiration of broker warrants		(453,334	)	$	0.30		-			-
Balance, end of year		29,997,404		$	0.48		30,450,738		$	0.48

12. Contributed Surplus

	December 31, 2012		December 31, 2011
Balance, beginning of year	$	3,159,826	$	2,339,072
Share based compensation		331,833		410,912
Agent’s options exercise		-		(21,544	)
Broker compensation warrant exercise		-		(33,510	)
Fair value of warrants issuable pursuant to broker compensation warrants		-		464,896
Balance, end of year	$	3,491,659	$	3,159,826

13. Income Taxes

The income tax provision differs from income taxes, which would result from applying the expected tax rate to net loss before income taxes. The differences between the “expected” income tax expenses and the actual income tax provision are summarized as follows:

	December 31, 2012			December 31, 2011
Loss before income taxes	$	(4,143,978	)	$	(8,192,510	)

Expected income tax recovery at 25.0% (2011 – 26.5%)		(1,035,995	)		(2,171,015	)
Non-deductible items and other		36,629			92,855
Share based compensation		82,958			95,415
Change in prior year estimates		231,696			(113,923	)
Share issuance costs		-			(342,966	)
Tax rate differences (mostly comprised of difference from effective Argentina tax rate of 35% and effective United States tax rate of 34%)		480,465			(469,068	)

Change in deferred tax assets not recognized		232,351			2,996,353
Total income taxes	$	28,104		$	87,651

- 142 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

Years ended December 31, 2012 and 2011

The components of the deferred tax asset are as follows:

	December 31, 2012			December 31, 2011
Canada
Share issuance costs	$	468,040		$	504,698
Non-capital losses available for future periods		613,017			817,210
Deferred tax assets not recognized		(1,081,057	)		(1,321,908	)
Canada deferred tax asset	$	-		$	-

Argentina
Property and equipment	$	5,961,941		$	6,128,246
VAT receivable		594,208			507,448
Non-capital losses available for future periods		761,015			211,711
Contingency accrual		47,216			43,750
Deferred tax assets not recognized		(7,364,380	)		(6,891,155	)
Argentina deferred tax asset		-		$	-

United States
Property and equipment	$	13,461		$	9,752
Non-capital losses available for future periods		731,313			735,045
Deferred tax assets not recognized		(744,794	)		(744,797	)
United States deferred tax asset	$	-		$	-
Total deferred tax asset	$	-		$	-

As at December 31, 2012, the Corporation has, for tax purposes, non-capital losses available to carry forward to future years totaling $6,777,317 (2011 - $6,035,624).

The non-capital loss carry-forwards reflected above expire as follows:

Year of Expiry	Canada		Argentina		United States		Total
2016		-		562,747		-		562,747
2017		-		1,611,581		-		1,611,581
2029		-		-		480,811		480,811
2030		568,913		-		267,889		836,802
2031		1,883,155		-		255,155		2,138,310
2032		-		-		1,142,066		1,147,066
Total	$	2,452,068	$	2,174,328	$	2,150,921	$	6,777,317

As at December 31, 2012, the MPIT available for future periods is as follows:

Generation year	Amount		Expiration year
2010	$	6,913		2020
2011	$	185,566		2021
2012	$	162,601		2022
Total	$	355,080

14. Related Party Transactions

During the year ended December 31, 2012, the Company paid $179,055 (2011 - $84,803) to HuntMountain Resources Ltd. (“HuntMountain”), an entity controlled by the Company’s Executive Chairman, for the rental of office space. Of the $179,055, $84,291 relates to settlement of a lease break fee, of that $42,123 was applied to refundable deposit made to HuntMountain.

- 143 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

Years ended December 31, 2012 and 2011

During the year ended December 31, 2012, the Company incurred $191,651 (2011 – $146,546) in professional fees expense relating to the services of the President of CCSA. Included in accounts payable and accrued liabilities as at December 31, 2012 was $14,999 (December 31, 2011 - $12,773) owing to the President of CCSA for professional geological fees. Included in prepaid expenses as at December 31, 2012, the Company had a receivable due from the President of CCSA for $45 (December 31, 2011 - $3,100) for cash advanced for field expenses.

During the year ended December 31, 2012, the Company incurred $31,075 (2011 – $27,502) in general and administrative expenses relating to rent paid for office space to the President of CCSA. Included in accounts payable and accrued liabilities as at December 31, 2012 was $2,754 (2011 – Nil) owing to the President of CCSA relating to rent paid for office space.

During the year ended December 31, 2012, the Company incurred $58,212 (2011 - $94,605) in professional fees expense relating to the accounting services of a director of CCSA. Included in accounts payable and accrued liabilities as at December 31, 2012, the Company had a payable owing to the director of CCSA of $6,098 (2011 – $5,027). Included in prepaid expenses as at December 31, 2012, the Company had a receivable due from the director of CCSA of $196 (2011 - $166) for cash advanced for miscellaneous expenses.

In conjunction with the Company’s Qualifying Transaction, on December 23, 2009, the Company advanced $200,000 to HuntMountain, CCSA’s former parent corporation, as a refundable deposit. As at the year ended December 31, 2012, the balance owed by HuntMountain to the Company was $114,408. The Company has contacted HuntMountain’s management and has confirmed that a payment will be received by December 31, 2013, with the balance collected by December 31, 2014.

All related party transactions are in the normal course of business.

Remuneration of directors and key management of the Company

The remuneration awarded to directors and to senior key management, including the Executive Chairman, the Chief Executive Officer, the Chief Financial Officer, the Controller and the President of CCSA, is as follows:

	Years ended
	December 31, 2012		December 31, 2011
Salaries and benefits	$	723,609	$	444,717
Consulting fees		368,363		331,351
Share based compensation		294,421		332,729
	$	1,386,393	$	1,108,797

15. Financial Instruments

The Company’s financial instruments consist of cash and equivalents, accounts receivable, performance bond and accounts payable and accrued liabilities.

The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data or other means. Level 3 inputs are unobservable (supported by little or no market activity). The fair value hierarchy gives the highest priority to Level 1 inputs and lowest priority to Level 3 inputs. Cash and equivalents and performance bond are measured and reported as Level 1.

- 144 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

Years ended December 31, 2012 and 2011

Fair value

The fair value of financial instruments are summarized as follows:

	December 31, 2012				December 31, 2011
Financial Assets	Carrying amount $		Fair value $		Carrying amount $		Fair value $
FVTPL
Cash and equivalents (Level 1)		5,220,727		5,220,727		8,840,000		8,840,000
Available for sale
Performance bond (Level 1)		285,341		285,341		227,596		227,596
Loans and receivables
Accounts receivable		44,722		44,722		64,364		64,364
Financial Liabilities
Other financial liabilities
Accounts payable and accrued liabilities		811,016		811,016		516,696		516,696

Financial risk management

The Company’s financial instruments are exposed to certain financial risks, including currency risk, credit risk, liquidity risk, interest rate risk and price risk.

i. Currency risk

The Company holds cash balances and incurs payables that are denominated in the Canadian Dollar, the United States Dollar and the Argentine Peso. These balances are subject to fluctuations in the exchange rate between the Canadian Dollar, and the United States Dollar and the Argentine Peso, resulting in currency gains or losses for the Company.

As at December 31, 2012, the following are denominated in US dollars:

Cash and equivalents		$	12,034
Accounts payable and accrued liabilities		$	71,172

As at December 31, 2012, the following are denominated in Argentine Peso:

Cash and equivalents	$	675,090
Performance bond	$	285,341
Accounts receivable	$	28,396
Accounts payable and accrued liabilities	$	504,257

At December 31, 2012, if the U.S. dollar strengthened or weakened by 10% relative to the Canadian dollar the impact on loss and other comprehensive loss would be as follows:

Impact on net loss and comprehensive loss
U.S. Dollar Exchange rate – 10% increase	$	2,363
U.S. Dollar Exchange rate – 10% decrease	$	(2,363	)

- 145 -

Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

Years ended December 31, 2012 and 2011

At December 31, 2012, if the Argentine Peso strengthened or weakened by 10% relative to the Canadian dollar the impact on loss and other comprehensive loss would be as follows:

Impact on net loss and comprehensive loss
Argentine Peso Exchange rate – 10% increase	$	6,383
Argentine Peso Exchange rate – 10% decrease	$	(6,383	)

ii. Credit risk

Credit risk is the risk of an unexpected loss if a third party to a financial instrument fails to meet its contractual obligations.

The Company’s cash and equivalents are held through Canadian and Argentine financial institutions.

The Company maintains its cash and equivalents in multiple financial institutions. The Company maintains cash in an Argentine bank. The Argentine accounts, which had a Canadian dollar balance of $675,090 at December 31, 2012 (2011 - $747,622) are considered uninsured.

The Company believes there to be minimal credit risk on accounts receivable from its employees. The Company occasionally has a receivable do from its exploration partner, it believes there to be minimal credit risk on this account receivable when it exists due to the size and significant operations of its partner as a mid-tier mining company. All receivables are current and there is no account receivable aging.

The Company pays a value added tax “VAT” to the Argentine government on all expenses in Argentina. This creates a VAT receivable owed by the government of Argentina. The Company’s receivable at December 31, 2012 is $682,074 ($2,248,028 – undiscounted) (2011 - $1,143,509 ($2,265,205 – undiscounted)). The Company believes this to be a collectable amount and it is backed in the strength and laws of the Argentine government. If for some reason the government did not pay, changed the laws, defaulted on the receivable or the Company never achieved any mineral production, the Company potentially could lose the full value of the receivable.

The Company has an account receivable owed to it by the former parent of CCSA, HuntMountain Resources for $114,408 ($156,531 – 2011) The Company believes this to be a collectable amount and has confirmed it is a valid receivable with HuntMountain management. If for some reason HuntMountain did not pay, the Company could potentially lose the full value of the receivable.

iii. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages liquidity risk through the management of its capital structure. The Company is dependent on the capital markets to raise capital by issuing equity in the Company to support operations. The current environment is prohibitive for the issuance of capital and there is no guarantee that should the Company need to raise new capital to support operations it will be able to do on favorable terms, if at all. All of the Company’s accounts payable and accrued liabilities are current and payable within one year.

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Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

Years ended December 31, 2012 and 2011

iv. Price risk

v. Interest rate risk

Interest rate risk is the impact that changes in interest rates could have on the Company’s earnings and liabilities. In the normal course of business, the Company is not exposed to interest rate fluctuations as there is no interest bearing debt as at December 31, 2012 and invested cash is short-term in nature.

16. Segmented Information

All of the Company’s operations are in the mineral properties exploration industry with its principal business activity in the acquisition and exploration of mineral properties. The Company conducts its resource properties exploration activities primarily in Argentina. The location of the Company’s assets by geographic area as of December 31, 2012 and December 31, 2011 is as follows:

	December 31, 2012		December 31, 2011
Canada	$	4,692,176	$	8,254,187
Argentina		2,965,328		3,166,828
United States		44,475		73,773
	$	7,701,979	$	11,494,788

The location of the Company’s net loss by geographic area as of December 31, 2012 and December 31, 2011 is as follows:

	December 31, 2012			December 31, 2011
Canada	$	972,055		$	(1,666,119	)
Argentina		(3,923,855	)		(5,783,635	)
United States		(1,220,282	)		(830,407	)
	$	(4,172,082	)	$	(8,280,161	)

The Company generates 100% of its revenue from its exploration partnership in Argentina. All revenue is paid in Canada and generated from service performed in Argentina.

17. Commitments and Provision

Year of the Agreement	Payment to FK Minera SA		Exploration Expenditures Required	Ownership
First year – 2007	US$50,000	PAID	US$250,000	0%
Second year – 2008	US$30,000	PAID	US$250,000	0%
Third year –2009	US$50,000	PAID	-	51%
Fourth year – 2010	US$50,000	PAID	-	60%
Fifth year – 2011	US$50,000	PAID	-	100%

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Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

Years ended December 31, 2012 and 2011

As of December 31, 2012, the Company has made all required payments to F.K. Minera, however CCSA has not made sufficient exploration expenditures required by the Bajo Pobré contract. The parties to the contract have not finalized an amendment to the contract terms and therefore the Company’s ability to retain rights to explore the Bajo Pobré property is uncertain at this time. The Company does not believe that not making the exploration expenditures required by the FK Minera lease purchase agreement jeopardizes the Company’s agreement with its exploration partner for the Bajo Pobre project.

On June 30, 2010, a former director and accounting consultant (“the Consultant”) to the Company severed his business relationship with the Company. On August 5, 2010 the Consultant claimed that since 2006, he was actually an employee of, not a consultant to, CCSA. On September 7, 2010, the Argentine Ministry of Labor, Employment and Social Security filed a Certificate of Notice on CCSA and the Company indicating that a representative from CCSA and the Company must appear before a mediator to address the Consultant’s claims. The certificates of notice stated the value of the Consultant’s claim against the Company at 500,000 pesos (US$126,811).

On March 18, 2011, a lawsuit was filed against the Company and its subsidiaries by the Consultant. The lawsuit claimed that the Consultant was an employee of the Company, not a consultant, since 2006. The total value of the claim was US$249,041, including wages, alleged bonus payments, interest and penalties. The consolidated financial statements include a provision of $125,000 at December 31, 2012. Management considers the lawsuit to be without merit and intends to defend the Company and its subsidiaries to the fullest extent possible.

On October 31, 2011, the Company signed an agreement with the owners of Piedra Labrada for the use and lease of facilities on the same premises as the Company’s La Josefina facilities. The term is for three years beginning November 1, 2011 and ending on October 31, 2014, including annual commitments of $60,000.

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Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

Years ended December 31, 2012 and 2011

On May 3, 2012, the Company entered into an exploration agreement with Eldorado Gold Corp for the purpose of exploring the Company’s exploration projects in Santa Cruz province, Argentina. The agreement classifies projects into three stages: Stage I, is an early exploration project that is not ready for exploration drilling; Stage II; is a project that is drill ready, or being drilled; Stage III, requires that the Company and its exploration partner jointly create a new company where by the Company will retain a 25% interest in the new company and Eldorado Gold Corp, or a nominee of their choice, will be granted a 75% interest in the new company. As of December 31, 2012 the Company had one stage II project, Bajo Pobre.

On September 1, 2012, the Company moved into new office space. The Company signed a new office lease with a three-year term, which includes the first four months for free. The new office lease expires on December 31, 2015 and calls for monthly payments of approximately US$2,812 in 2013; US$2,886 in 2014; and US$2,960 in 2015.

Minimal annual lease payments pursuant to the lease agreement are as follows (in US$):

2013	$	33,744
2014		34,632
2015		35,520
	$	103,896

On October 1, 2012, the Company entered into an agreement with the surface owner of the Bajo Pobre Ranch in Santa Cruz province, Argentina. As consideration for access to the Bajo Pobre property and use of the Bajo Pobre estancia the Company agreed to pay the owner $5,000 per month over a period of 9 months ending on June 30, 2013. At the Company’s sole option it can extend the agreement for an additional year, ending June 1, 2014. The Company’s total commitment for 2013 under this agreement is US$30,000.

The agreement with Fomicruz requires the Company to spend USD $5,000,000 in exploration on the project over 7 years. If Hunt elects to exercise its option to bring the La Valenciana project into production it must grant Fomicruz a 9% ownership in a new JV entity to be created by Hunt to manage the project. If Fomicruz elects to increase their ownership they can under the following formula up to a maximum of 49% interest.

·	To purchase an additional 10% in the JV corporation, Fomicruz must reimburse Hunt for 10% of the exploration expenses made by Hunt during the exploration period;

·	To purchase the next 10% interest in the JV corporation, Fomicruz must reimburse Hunt for 20% of the exploration expenses made by Hunt during the exploration period;

·	To the purchase a final additional 20% interest in the JV Corporation, Fomicruz must reimburse Hunt for 25% of the exploration expenses made by Hunt during the exploration period; bring Fomicruz’s total ownership interest in the JV Corporation to 49%.

At the Company’s option it can purchase the entire back in from Fomicruz for USD $200,000 per percentage point owned down to 9%. The remaining 9% can be purchased for a mutually agreed amount to be determined by negotiation between Fomicruz and the Company.

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Index to Financials

Hunt Mining Corp.

An Exploration Stage Enterprise

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

Years ended December 31, 2012 and 2011

18. Capital Disclosure

Management of capital risk

	December 31, 2012		December 31, 2011

Shareholders’ equity	$	6,639,883	$	10,628,859

The Company is not subject to externally imposed capital requirements.

19. Subsequent Event

On April 5, 2013 the Company received approval from the TSX to convert 20,881,493 preferred shares issued to HuntMountain Resources and HuntMountain Investments into 20,881,493 common shares of the Company. On April 10, 2013 the Company requested its transfer agent to complete the conversion and issue the restricted common shares.

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Table of Contents

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Articles of Hunt Mining Corp provide that every director or officer, former director or officer, or person who acts or acted at our request, as a director or officer of the Company, in the absence of any dishonesty on the part of such person, shall be indemnified by us against, and it shall be the duty of the directors out of our funds to pay, all costs, losses and expenses, including an amount paid to settle an action or claim or satisfy a judgment, that such director, officer or person may incur or become liable to pay in respect of any claim made against such person or civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of the Company, whether we are a claimant or party to such action or proceeding or otherwise; and the amount for which such indemnity is proved shall immediately attach as a lien on our property and have priority as against the shareholders over all other claims.

The Articles further provides that no director or officer, former director or officer, or person who acts or acted at our request, as a director or officer of the Company, in the absence of any dishonesty on such person’s party, shall be liable for the acts, receipts, neglects or defaults of any other director, officer or such person, or for joining in any receipt or other act for conformity, or for the loss, damage or expense happening to us through the insufficiency or deficiency of title to any property acquired for or on behalf of the Company, or through the insufficiency or deficiency of any security in or upon which any of our funds are invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous acts or any person with whom any funds, securities or effects are deposited, or for any loss occasioned by error of judgment or oversight on the part of such person, or for any other loss, damage or misfortune whatsoever which happens in the execution of the duties of such person or in relation thereto.

ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES

We made the following sales of unregistered securities during the last three years. Offers and sales of our securities took place only in Alberta. No offers or sales were directed to or from the United States of America. Section 5(a) of the Securities Act of 1933 prohibits persons to make use of any means or instruments of transportation or communication in interstate commerce or the U.S. mails in selling a security through the use of any prospectus or otherwise unless a registration statement is filed with the SEC. Again, all offers and sales took place in Canada by an Alberta corporation and accordingly the transactions were not in interstate commerce, nor was the U.S. mail used by us to make the offers and sales. Accordingly, we were not subject to the laws of the United States of America when offers and sales of our securities were made in Alberta:

On December 23, 2009, 20,881,493 convertible preferred shares were issued to HuntMountain Resources Ltd., CCSA’s former parent corporation, in partial consideration for the Qualifying Transaction. The common shares proposed for distribution by HuntMountain include 20,881,493 common shares issuable upon conversion of such convertible preferred shares. It is anticipated that HuntMountain will convert all of its convertible preferred shares into common shares prior to the distribution of common shares contemplated by this prospectus. We will not receive any proceeds from such conversion or from the distribution of the shares by the selling stockholder.

On November 30, 2010, we issued 28,420,900 units pursuant to a short form prospectus offering. Each unit consisted of one common share and one half share purchase warrant exercisable at $0.35 per warrant before November 30, 2013.

In conjunction with a brokered private placement, we granted an option to Wolverton Securities Ltd. (“Wolverton”) to purchase 666,663 common shares at an exercise price of $0.30 per share, exercisable until December 22, 2012.

In conjunction with a private placement we granted to Wolverton a broker’s warrant to purchase 500,000 units, where each unit will consist of one common share and one half of one share purchase warrant, exercisable at an exercise price of $0.30 before December 23, 2012. The warrants issuable pursuant to this agent’s option have an expiration date of December 23, 2010 and therefore any exercise of this broker’s warrant will not result in the issuance of any new warrants. We also issued 50,000 units, where each unit consisted of one common share and one half of one common share purchase warrant with a exercise price of $0.60 and expiration date of December 23, 2010, as a due diligence fee to Wolverton in connection with the qualifying transaction. Exercise of any of the 50,000 due diligence units would not result in the granting of additional options.

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On June 14, 2011, we closed on a private placement with Macquarie Capital Markets Canada Ltd (“Macquarie”). We issued 25,645,000 units of the Company at an issue price of $0.45 per unit, including the full exercise of the underwriter’s option grant to Macquarie, for aggregate gross proceeds of $11,540,250. Each unit is comprised of one common share and one-half of one common share purchase warrant of the Company. Each whole warrant entitles the holder thereof to purchase one additional common share of the Company at a price of $0.65 per common share for a period of 24 months from the closing date. The units issued in connection with the offering are subject to a four month and one day statutory holding period pursuant to applicable securities legislation, which expires on October 15, 2011.

In conjunction with the June 14, 2011 bought-deal private placement, we granted broker compensation options to purchase 1,788,150 broker compensation units at an exercise price of $0.45 per share on or before June 14, 2013. Each broker compensation unit will consist of one common share and one half of one common share purchase warrant exercisable at $0.65 prior to June 14, 2013.

ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following exhibits are filed with this registration statement

3.1	Articles of Organization (2)
3.2	By-laws (2)
3.3	Amended By-laws (2)
4.1	Share Certificate - Common Shares (1)
5.1	Opinion of Conrad C. Lysiak, Attorney at Law (2)
5.2	Opinion of McMillan LLP with respect to certain Canadian tax matters (2)
5.3	Opinion of Dorsey & Whitney LLP with respect to certain United States tax matters (2)
10.1	Exploration and Option Agreement between Cerro Cazador S.A. and FK Minera S.A. dated March 28, 2007 (2)
10.2	Agreement between Fomento Minero de Santa Cruz Sociedad del Estado and Hunt Mining Corp.’s subsidiary, Cerro Cazador, S.A., with respect to the La Josefina property, dated July 24, 2007 (2)
10.3	Share Purchase Agreement among Sinomar Capital Corp., Cerro Cazador S.A., HuntMountain Resources Ltd. and HuntMountain Investments, LLC, dated October 13, 2009 (2)
10.4	Executive Employment Agreement with Matthew J. Hughes dated January 1, 2012 (2)
10.5	Executive Employment Agreement with Timothy R. Hunt dated January 1, 2012 (2)
10.6	Executive Employment Agreement with Danilo P. Silva dated January 1, 2012 (2)
10.7	Executive Employment Agreement with Matthew A. Fowler dated January 1, 2012 (2)
10.8	Exploration Agreement Among Eldorado Gold Corporation, Hunt Mining Corp. and Cerro Cazador, S.A. dated May 3, 2012 (2)
10.9	Agreement between Fomento Minero de Santa Cruz Sociedad del Estado and Hunt Mining Corp.’s subsidiary, Cerro Cazador, S.A., with respect to the La Josefina property, dated November 15, 2012 (2)
10.10	Amended Agreement between Fomento Minero de Santa Cruz Sociedad del Estado and Hunt Mining Corp.’s subsidiary, Cerro Cazador, S.A., with respect to the La Valenciana property, dated November 15, 2012 (2)
16.1	Letter to the Securities and Exchange Commission from Thompson Penner & Lo LLP, Hunt Mining Corp.’s former auditors, dated July 24, 2012. (2)
21.1	Subsidiaries of Hunt Mining Corp. (2)
23.1	Consent of MNP LLP, Chartered Accountants (2)
23.2	Consent of Conrad C. Lysiak (2)
23.3	Consent of James Ebisch, Registered Professional Geologist (2)
23.4	Consent of UAKO Geological Consultants (2)
23.5	Consent of Mel Klohn, Registered Professional Geologist
23.6	Consent of McMillan LLP (contained in exhibit 5.2)
23.7	Consent of Dorsey & Whitney LLP (contained in exhibit 5.3)
99.1	2011 Stock Option Plan of Hunt Mining Corp. (2)

Notes:

1.	Previously filed as an exhibit to Hunt Mining Corp.’s registration statement on Form F-1, filed with the SEC on June 12, 2012

2.	Filed herewith.

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Table of Contents

ITEM 9. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1)	To file, during any period in which offers or sales of securities are being made, a post-effective amendment to this registration statement to:

(i)

Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectuses filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii)

Include any additional or changed material information on the plan of distribution;

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and

(iv)

Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.

(b)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described herein, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c)

that, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of this registration statement relating to the offering, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in the registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Liberty Lake, State of Washington.

	HUNT MINING CORP
	(Registrant)

Date: March 28, 2014	By:	TIM HUNT
		Tim Hunt, Executive Chairman and Director of the Company, Principal Executive Officer

Date: March 28, 2014		BOB LITTLE
		Bob Little , Chief Financial Officer, Principal Accounting Officer

Date: March 28, 2014		DARRICK HUNT
		Darrick Hunt, Director

Date: March 28, 2014		ALAN CHAN
		Alan Chan, Director

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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Hunt Mining Corp., has signed this registration statement or amendment thereto in Liberty Lake, Washington, on March 28, 2014.

		TIM HUNT
		Tim Hunt Executive Chairman, President, Chief Executive Officer and a Director of Hunt Mining Corp. 23800 E Appleway Ave Liberty Lake, WA 99019

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Exhibit 3.1

CORPORATE ACCESS NUMBER: 2012150922

Alberta

BUSINESS CORPORATIONS ACT

CERTIFICATE

AMENDMENT AND REGISTRATION

OF RESTATED ARTICLES

HUNT MINING CORP.

AMENDED ITS ARTICLES ON 2011/06/15.

6/15/2011

Name/Structure Change Alberta Corporation - Registration

Statement

Alberta Amendment Date: 2011/06/15

Service Request Number:	16491966
Corporate Access Number:	2012150922
Legal Entity Name:	HUNT MINING CORP.
French Equivalent Name:
Legal Entity Status:	Active

Alberta Corporation Type:	Named Alberta Corporation
New Legal Entity Name:	HUNT MINING CORP.
New French Equivalent Name:
Nuans Number:	98532227
Nuans Date:	2010/01/29
French Nuans Number:
French Nuans Date:

Share Structure:	SEE ELECTRONIC ATTACHMENT #4
Share Transfers Restrictions:	NO RESTRICTIONS
Number of Directors:
Min Number Of Directors:	3
Max Number Of Directors:	9
Business Restricted To:	NONE
Business Restricted From:	NONE
Other Provisions:	SEE THE OTHER RULES OR PROVISIONS ATTACHMENT.
BCA Section/Subsection:	173(1)(L)(N)


Professional Endorsement
Provided:
Future Dating Required:

Annual Return

File Year	Date Filed
2011	2011/04/06
2010	2010/03/23
2009	2009/02/17

6/15/2011

Attachment

Attachment Type	Microfilm Bar Code	Date Recorded
Share Structure	ELECTRONIC	2006/01/10
Other Rules or Provisions	ELECTRONIC	2006/01/10
Restrictions on Share Transfers	ELECTRONIC	2006/01/10
Share Structure	ELECTRONIC	2009/12/23
Other Rules or Provisions	ELECTRONIC	2011/06/15

Registration Authorized By:	TIM HUNT
	DIRECTOR

6/15/2011

OTHER RULES OR PROVISIONS

attached to and forming part of the Articles of

HUNT MINING CORP.

1. The Corporation has a lien on shares registered in the name o£ a shareholder or the legal representative of a shareholder for any debt of that shareholder to the Corporation.

2. The board of directors of the Corporation may, between annual general meetings, appoint one or more additional directors of the Corporation to serve until the next annual meeting, but the number of additional directors shall not at any time exceed one-third (1/3) of the number of directors who held office at the expiration of the last annual meeting of the Corporation.

3. Meetings of shareholders of the Corporation may be held outside Alberta.

6/15/2011

Alberta

Articles of Amendment

Business Corporations Act

Section 29 or 177

1.	Name of Corporation			2. Corporate Access Number
	HUNT MINING CORP.			2012150922

3.	Item number	4 and 6	of the Articles of the above named corporation are amended in accordance

	with Section	173(1)(l) and (n)	of the Business Corporations Act.


	The Articles of the Corporation are amended to:

	a) increase the minimum number of directors required from 1 to 3; the minimum number of 1 as stated in the Articles be deleted and replaced with 3; and

	b) include the provision that meetings of shareholders of the Corporation may be held outside Alberta; the Other Rules or Provisions attached to the Articles as Electronic Attachment #3 be deleted in its entirety, including any reference thereto, and replaced with, and reference made to, the Other Rules or Provisions attached hereto.

TIM HUNT		Tim Hunt		6-15-11
Authorized Signature		Name of Person Authorizing (please print)		Date

	N/A		Director
	Identification		Title (please print)
	(not-applicable-for-sooleties)

This Information is being collected for the purposes of corporate registry records in accordance with the Business Corporations Act. Questions about the collection of this information can be directed to the Freedom of information and Protection of Privacy Coordinator for the Alberta Government. Box 3140, Edmonton, Alberta T5J 2G7, (780) 427-7013.

REG3054 (2003105)

6/15/2011

OTHER RULES OR PROVISIONS

attached to and forming part of the Articles of

HUNT MINING CORP.

1. The Corporation has a lien on shares registered in the name of a shareholder or the legal representative of a shareholder for any debt of that shareholder to the Corporation.

2. The board of directors of the Corporation may, between annual meetings, appoint one or more additional directors of the Corporation to serve until the next annual meeting, but the number of additional directors shall not at any time exceed one-third (1/3) of the number of directors who held office at the expiration of the last annual meeting of the Corporation.

3. Meetings of shareholders of the Corporation may be held outside Alberta.

6/15/2011

Electronic Attachment #4

SINOMAR CAPITAL CORP.

The shares which the Corporation is authorized to issue are:

(a) an unlimited number of Common shares without nominal or par value with the following rights, privileges, restrictions and conditions:

(i) to vote at meetings of shareholders, except meetings at which only holders of a specified class of shares are entitled to vote;

(ii) subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of the Corporation, to share equally, in the remaining property of the Corporation on liquidation, dissolution or winding-up of the Corporation;

(iii) subject to the rights of the Preferred shares, the Common shares shall be entitled to receive dividends if, as, and when declared by the Directors of the Corporation; and

(b) an unlimited number of Preferred shares without nominal or par value (“Preferred shares”) which, as a class, have attached thereto the following:

(i) the Preferred shares may from time to time be issued in one or more series and subject to the following provisions, and subject to the sending of articles of amendment in prescribed form, and the issuance of a certificate of amendment in respect thereof, the directors may fix from time to time before such issue the number of shares which is to comprise each series and the designation, rights, privileges, restrictions and conditions attaching to each series of Preferred shares including, without limiting the generality of the foregoing, the rate or amount of dividends or the method of calculating dividends, the dates of payment thereof, the redemption, purchase and/or conversion prices and terms and conditions of redemption, purchase and/or conversion, and any sinking fund or other provisions;

(ii) the Preferred shares of each series shall, with respect to the payment of dividends and the distribution of assets or return of capital in the event of liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other return of capital or distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, rank on a parity with the Preferred shares of every other series and be entitled to preference over the common shares and over any other shares of the Corporation ranking junior to the Preferred shares. The Preferred shares of any series may also be given such other preferences, not inconsistent with these articles, over the Common shares and any other shares of the Corporation ranking junior to such Preferred shares as may be fixed in accordance with clause (b)(i);

(iii) if any cumulative dividends or amounts payable on the return of capital in respect of a series of Preferred shares are not paid in full, all series of Preferred shares shall participate rateably in respect of accumulative dividends and return of capital; and

(iv) unless the directors otherwise determine in the articles of amendment designating a series, the holder of each share of a series of Preferred shares shall not, except as otherwise specifically provided in the Business Corporations Act (Alberta), be entitled to receive notice of or vote at any meeting of the shareholders.

A series of the Preferred Shares of the Corporation

6/15/2011

are designated as “Preferred Shares, Series 1” (the “Series 1 Shares”), to consist of 20,881,493 shares, and shall have attached thereto the following preferences, rights, privileges, limitations, restrictions and conditions:

Issue Price

The series 1 Shares shall be issued at a price of $0.30 per Series 1 Share (the “Issue Price”).

Non-voting

Unless otherwise required by the Business Corporations Act (Alberta), the holders of the Series 1 Shares shall not be entitled to receive notice of, attend or vote at any meeting of shareholders of the Corporation.

Non-Transferable

The Series 1 Shares shall not be transferable without the consent of the TSX Venture Exchange (the “Exchange”).

Non-Redeemable

The Series 1 Shares shall not be redeemable by the Corporation or by the holder without the consent of the Exchange.

Conversion Rights

The holders of Series 1 Shares shall have the right to convert the series 1 Shares at any time into Common Shares on the basis of one Series 1 Share for one common Share, provided that such conversion shall not result in the Public Float, as defined in the policies of the Exchange, being less than 20% of the total issued Common Shares of the Corporation. The holders of Series 1 Shares desiring to convert such shares into Common Shares shall present the certificate or certificates representing the Series 1 Shares to the Corporation at its registered office together with a written notice exercising their right to convert and shall surrender such certificate or certificates and in exchange therefor shall be entitled to receive from the Corporation a certificate or certificates for the appropriate number of Common Shares calculated on the basis hereinbefore provided. In the event that a part only of the Series 1 Shares represented by any certificate are converted into Common Shares, a new certificate for the balance of the Series 1 Shares not so converted shall be issued by the Corporation.

Adjustment

In the event of the Common Shares being at any time subdivided, consolidated, converted or exchanged for a greater or lesser number of shares of the same or another class or series, appropriate adjustments shall be made in the rights and conditions attached to the Series 1 Shares, so as to preserve in all respects the benefits hereby conferred on the holders of the Series 1 Shares.

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Distribution

Upon the distribution of assets or return of capital in the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other return of capital or distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of the Series 1 shares shall be entitled to receive in priority in any distribution to the holders of the Common Shares and other shares of the Corporation ranking junior to the series 1 Shares, an amount equal to $0.001 per Series 1 Share, and upon such payment, the holders of the Series 1 Shares shall be entitled to receive the remaining property of the Corporation pro-rata with the holders of the Common Shares.

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Exhibit 3.2

BY-LAW NO. 1

A by-law relating generally to the conduct of the business and affairs of SINOMAR CAPITAL CORP.

(hereinafter called the “Corporation”).

PART I

INTERPRETATION

1.01 In this by-law and all other by-laws of the Corporation, unless the context otherwise specifies or requires:

(a)

“Act” means the Business Corporations Act (Alberta), as from time to time amended, and every statute that may be substituted therefore;

(b)

“Articles” means, as the case may require, the originated or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution or articles of revival of the Corporation as from time to time amended;

(c)

“Directors” means the directors of the Corporation;

(d)

“By-laws” means this by-law and all other by-laws of the Corporation from time to time in force and effect;

(e)

“Meeting of Shareholders” includes an annual or other general meeting of Shareholders and a meeting of any class or classes of Shareholders;

(f)

“Shareholder” means a shareholder of the Corporation;

(g)

“Chief Executive Officer” means the President or, if the Corporation does not have a President or if the office of President is vacant, the officer of the Corporation holding the paramount office.

PART II

DIRECTORS

2.01 Borrowing Powers of Directors: Without limiting the powers of the Directors as set forth in the Act but subject to the Articles, the Directors may from time to time on behalf of the Corporation without authorization of the Shareholders:

(a)

borrow money upon the credit of the Corporation;

(b)

issue, reissue, sell or pledge bonds, debentures, notes or other evidences of indebtedness or guarantee of the Corporation, whether secured or unsecured;

(c)

to the extent permitted by the Act, give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and,

(d)

mortgage, hypothecate, pledge or otherwise create an interest or charge in all or any currently owned or subsequently acquired property of the Corporation to secure payment of a debt or performance of any other obligation of the Corporation.

2.02 Delegation: Subject to the Articles, the Directors may from time to time, by resolution, delegate to a committee of Directors, a single Director or an officer of the Corporation all or any of the powers conferred on the Directors by the preceding section of this by-law or by the Act.

2.03 Power to Adopt Seal and Authorize Use: The Directors may, by resolution, adopt a seal for the Corporation, authorize persons to affix the seal and to attest by their signatures that the seal was duly affixed.

2.04 Directors Power to Issue Shares: Subject to the Articles, the Directors may by resolution issue shares of the Corporation at such times, to such persons and, subject to the Act, for such consideration as the Directors may from time to time determine.

2.05 Directors Powers to Make, Amend or Repeal By-Laws: Subject to the Articles, the Directors may, by resolution, make, amend or repeal any by-laws that regulate the business or affairs of the Corporation.

2.06 Directors Power to Appoint Officers: Subject to the Articles:

(a)

the Directors may designate the officers of the Corporation, appoint as officers individuals of full capacity who may but need not be Directors of the Corporation, specify their duties and, except where delegation is prohibited by the Act, delegate to them powers to manage the business and affairs of the Corporation;

(b)

a Director may be appointed to any office of the Corporation; and,

(c)

two (2) or more offices of the Corporation may be held by the same person.

2.07 Directors Power to Fix Remuneration of Directors, Officers and Employees: Subject to the Articles, the Directors may fix the remuneration of the Directors and of the officers and employees of the Corporation.

2.08 Financial Disclosure: Subject to the Articles, the Directors shall not be required to place before the annual meeting of Shareholders any information respecting the financial position of the Corporation or the results of its operations except that information required by the Act.

2.09 Remuneration and Expenses: The Directors shall be paid such remuneration for their services as the Board may from time to time determine. The Directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the Board or any committee thereof. Nothing herein contained shall preclude any Director from serving the Corporation in any other capacity and receiving remuneration therefor.

2.10 Directors Meetings:

(a)

Convening Meetings. Any Director may convene a meeting of Directors.

(b)

Notice of Meeting of Directors. At least forty-eight (48) hours’ notice (inclusive of the day on which the notice is communicated, or deemed to be communicated and the day of the meeting) shall be given of a meeting of the Directors and the notice shall specify the place, the day and the hour of the meeting. Except where required by the Act, the notice need not specify the purpose of the meeting or the business to be transacted thereat.

(c)

Notice of Adjourned Meeting of Directors. If a meeting of the Directors is adjourned by one or more adjournments, it is not necessary to give notice of the adjourned meeting, other than by announcement at the time of the adjournment, if:

(i) all of the Directors are present at the time of the announcement; or,

(ii)

those Directors who were not present at the time of the announcement attend the adjourned meeting and participate in the meeting;

but in all other cases notice of the adjourned meeting shall be given as if it were a new meeting provided that if the adjournment is for a period of time which makes it impossible or impracticable to give forty-eight (48) hours’ notice, the notice shall be deemed to have been properly given if transmitted on the next business day following the adjournment.

(d)

Manner of Transmitting Notices. Notice of a meeting of the Directors may be given or any other communication required to be made may be given or made to a Director either:

(i) in writing

(1)

by first class mail, postage prepaid addressed to the Director at the Director’s latest address as shown in the records of the Corporation;

(2)

by delivery to the Director’s latest address as shown in the records of the Corporation and leaving the notice in the custody of any adult person found there, placing it in a mail receptacle at that address or affixing it to a door or placing it in some other place at that address where the notice or communication is likely to be found;

(3)

by personally serving it upon the Director;

(4)

by any electronic device capable of transmitting a printed message directed to the Director at a place where the Director has access to a device capable of receiving the message; or,

(ii) verbally, whether by means of a telephone or otherwise.

All notices or other communications given or made in writing in accordance with the foregoing shall be deemed to have been communicated:

(i)

if given or made by mail, at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the Director did not receive the notice or communication at that time, or at all;

(ii)

if delivered or personally served, on the day that it was delivered or served; and,

(iii)

if by electronic device, one (I) hour following transmission.

(e)

Place of Meetings of Directors. Subject to the Articles, meetings of the Directors may be held at any place in Alberta or, at any place outside Alberta if all Directors entitled to attend and vote at the meeting either participate in the meeting or consent verbally or otherwise to the meeting being held at that place.

(f)

Chairman of Meetings of Directors or Committee of Directors. Unless and until the Directors have elected a Chairman of the Board, the Chief Executive Officer shall act as chairman of all meetings of the Directors but if the chairman or the Chief Executive Officer, as the case may be, is absent or refuses to act as chairman, the Directors in attendance shall by a vote of the majority of them elect some other director present at the meeting, whether a Director or not, to act as chairman of the meeting.

(g)

Secretary of Meetings of Directors. The chairman may appoint a Director to .act as secretary of a meeting of Directors; and in the absence of such appointment, the Chairman shall also act as secretary of the meeting.

(h)

Quorum of Directors. Subject to the Articles, a majority of Directors constitute a quorum at any meeting of Directors.

(i)

Participation by Telephone. A Director may participate in a meeting of Directors by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other.

(j)

Resolution by Majority. Subject to the Articles, every resolution submitted to a meeting of Directors shall be decided by a vote of a majority of the Directors participating in the meeting and the declaration of the chairman of the meeting on the result of the vote shall be final. In case of an equality of votes, the Chairman shall not have a casting vote.

2.11 Meetings of Committee of Directors: The provisions of Section 2.10 of this by-law shall apply equally to a committee of Directors but when applying those provisions to a committee of Directors, the phrase “meeting of Directors” shall mean “meeting of a committee of Directors” and the word “Director” shall mean “member of a committee of Directors”.

2.12 Written Resolution in Lieu of Meeting: Subject to the Articles, a resolution in writing signed by all the Directors entitled to vote on that resolution at a meeting of Directors or committee of Directors is as valid as if it had been passed at a meeting of Directors or committee of Directors. A resolution in writing may be signed in any number of counterparts which together shall be construed as a single instrument. A resolution in writing shall take effect on the date when it is expressed to be effective notwithstanding that the effective date is before or after the date on which it was signed by the directors or any of them. A resolution in writing transmitted by telegraph, telex or other device capable of transmitting a printed message and purporting to be sent by a director shall be valid as a counterpart of a resolution in writing of the Directors.

PART III

SHAREHOLDERS’ MEETINGS

3.01 Chairman at Meeting of Shareholders: The President of the Corporation shall act as chairman at all Meetings of Shareholders; but if the President is absent or refuses to act as chairman, the Shareholders in attendance shall elect some other person in attendance at the meeting, who need not be a Shareholder, to act as chairman of the meeting.

3.02 Place of Shareholders’ Meetings: Subject to the Articles and the provisions of the Act permitting a Meeting of Shareholders to be held outside Alberta, a Meeting of Shareholders shall be held at the place in Alberta determined by the Directors.

3.03 Participation in Meeting by Telephone: A Shareholder or any other person entitled to attend a Meeting of Shareholders may participate in the meeting by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other.

3.04 Notice of Adjourned Meeting: If a Meeting of Shareholders is adjourned by one or more adjournments for an aggregate of less than thirty (30) days, it is not necessary to give notice of the adjourned meeting other than by announcement at the time of the adjournment.

3.05 Quorum of Shareholders: The holder or holders of fifteen (15%) percent of the shares entitled to vote at a Meeting of Shareholders present in person or represented by proxy shall constitute a quorum, irrespective of the number of persons actually present at the meeting.

3.06 Loss of Quorum During Meeting: If a quorum is present at the opening of a Meeting of Shareholders, the Shareholders present may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting.

3.07 Voting Jointly Held Shares: If two (2) or more persons hold shares of the Corporation jointly, one of those holders present at a Meeting of Shareholders may, in the absence of the others, vote the shares; but if two (2) or more of those persons who are present in person or by proxy vote, they shall vote as one on the shares jointly held by them.

3.08 Voting: Voting at a Meeting of Shareholders shall be by show of hands except where a vote by ballot is demanded by a Shareholder or a proxyholder entitled to vote at the meeting. If a vote by ballot is demanded at a meeting in which a Shareholder, or other person entitled to attend and vote at the meeting, is participating by telephone or other communication facilities, such Shareholder or other person may verbally appoint some person present at the meeting to cast a ballot on his behalf and a ballot so cast shall be valid as if it were personally cast by the Shareholder or other person so participating.

3.09 Written Resolution in Lieu of Meeting: Subject to the Articles, a resolution in writing signed by all the Shareholders entitled to vote on that resolution at a meeting of Shareholders is as valid as if it had been passed at a meeting of Shareholders. A resolution in writing may be signed in any number of counterparts which together shall be construed as a single instrument. A resolution in writing shall take effect on the date when it is expressed to be effective notwithstanding that the effective date is before or after the date on which it was signed by the Shareholders or any of them. A resolution in writing transmitted by telegraph, telex or other device capable of transmitting a printed message and purporting to be sent by a Shareholder shall be valid as a counterpart of a resolution in writing of the Shareholder.

PART IV

VOTING RIGHTS IN OTHER BODIES CORPORATE

4.01 The signing officers of the Corporation may execute and deliver instruments of proxy and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation. Such instruments, certificates or other evidence shall be in favour of such person or persons as may be determined by the person signing or arranging for them. In addition, the Board may direct the manner in which and the person or persons by whom any particular voting rights or class of voting rights may or shall be exercised.

PART V

SHARES AND SHARE CERTIFICATES

5.01 Allotment: Subject to the Articles, the Board may from time to time allot, or grant options to purchase, and issue the whole or any part of the authorized and unissued shares of the Corporation at such times and to such persons and for such consideration as the Board shall determine, provided that no share shall be issued until it is fully paid as provided by the Act.

5.02 Commissions: The Board may from time to time authorize the Corporation to pay a reasonable commission to any person in consideration of his purchasing or agreeing to purchase shares of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for shares of the Corporation.

5.03 Non-Recognition of Trusts: Subject to the provisions of the Act, the Corporation may treat as the absolute owner of any share the person in whose name the share is registered in the securities register as if that person had full legal capacity and authority to exercise all rights of ownership, irrespective of any indication to the contrary through knowledge or notice or description in the Corporation’s records or on the share certificate.

5.04 Share Certificates: Every holder of one or more shares of the Corporation shall be entitled, at his option, to a share certificate, or to a non-transferable written acknowledgment of his right to obtain a share certificate, stating the name of the person to whom the certificate or acknowledgment was issued, and the number and class or series of shares held by him as shown on the securities register. The Corporation may charge a fee of not more than $3.25 for a share certificate issued in respect of a transfer. Share certificates and acknowledgments of a shareholder’s right to a share certificate, shall, subject to the Act, be in such form as the Board shall from time to time approve. Any share certificate shall be signed by any number of signing officers as the Board may determine and need not be under the corporate seal, provided that, unless the Board otherwise determines, certificates representing shares in respect of which a transfer agent and/or registrar has been appointed shall not be valid unless countersigned by or on behalf of such transfer agent and/or registrar. The signature of a sole signing officer or two signing officers, as the case may be, may be

printed or mechanically reproduced in facsimile upon share certificates and every such facsimile signature shall for all purposes be deemed to be the signature of the officer whose signature it reproduces and shall be binding upon the Corporation. A share certificate executed as aforesaid shall be valid notwithstanding that one or both of the officers whose facsimile signature appears thereon no longer holds office at the date of issue of the certificate.

5.05 Replacement of Share Certificates: The Board or any officer or agent designated by the Board may in its or his discretion direct the issue of a new share certificate in lieu of and upon cancellation of a share certificate that has been mutilated or in substitution for a share certificate claimed to have been lost, destroyed or wrongfully taken on payment of such fee, not exceeding $3.00 or such greater amount as may be allowed by the Act, and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the Board may from time to time prescribe, whether generally or in any particular case.

5.06 Joint Shareholders: If two or more persons are registered as joint holders of any share, the Corporation shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such share.

5.07 Fractional Shares: The Corporation may issue a certificate for a fractional share or may issue in its place as may be determined by the Board, scrip certificates in a form that entitles the holder to receive a certificate for a full share by exchanging scrip certificates aggregating a full share. The Directors may attach conditions to any scrip certificates including that the scrip certificates become void if they are not exchanged for a share certificate representing a full share by a specified date, and that any shares for which those scrip certificates are exchangeable may, notwithstanding any pre-emptive right, be issued by the Corporation to any person and the proceeds of those shares distributed rateable to holders of the scrip certificates.

5.08 Transfer and Transmission of Shares: Shares of the Corporation may be transferred in the form of a transfer of endorsement endorsed on the certificates issued for the shares of the Corporation or in any form of transfer which may be approved by the Board.

5.09 Registration of Transfer: Subject to the provisions of the Act, no transfer of shares shall be registered in a securities register except upon presentation of the certificate representing such shares with a transfer endorsed thereon or delivered therewith duly executed by the registered holder or by his attorney or successor duly appointed, together with such reasonable assurance or evidence of signature, identification and authority to transfer as the Board may from time to time prescribe, upon payment of all applicable taxes and any fees prescribed by the Board.

5.10 The Corporation may treat a person as a registered shareholder entitled to exercise all rights of the shareholder he represents if that person produces to the Board such evidence as may be reasonably required that he is the executor, administrator, heir or legal representative of the heirs of

the estate of a deceased shareholder, a guardian committee, trustee, curator or tutor representing a registered shareholder.

5.11 The Corporation is not required to enquire into the existence of, or see the performance or observance of, any duty owed to a third person by a registered holder of any of its shares or by anyone whom it treats, subject to the Act, as the owner or registered holder of the shares.

5.12 Transfer Agents and Registrars: The Board may from time to time appoint one or more trust companies registered under The Trust Companies Act (Alberta) as its agent or agents to maintain the central securities register or registers, and an agent or agents to maintain branch securities registers. Such a person may be designated as transfer agent or registrar according to his functions and one person may be appointed both registrar and transfer agent. The Board may at any time terminate any such appointment.

PART VI

INFORMATION AVAILABLE TO SHAREHOLDERS

6.01 Except as provided by the Act, no Shareholder shall be entitled to obtain information respecting any details or conduct of the Corporation’s business which in the opinion of the Directors it would be inexpedient in the interests of the Corporation to communicate to the public.

6.02 The Directors may from time to time, subject to rights conferred by the Act, determine whether and to what extent and at what time and place and under what conditions or regulations the documents, books and registers and accounting records of the Corporation or any of them shall be open to the inspection of Shareholders and no Shareholder shall have any right to inspect any document or book or register or account records of the Corporation except as conferred by statute or authorized by the Board of Directors or by a resolution of the Shareholders.

PART VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE CORPORATION

7. 01 In all circumstances permitted by the Business Corporations Act (Alberta), as from time to time amended, the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation, or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or a creditor, and his heirs and legal representatives from and against:

(a)

all costs, charges and expenses, including an amount to settle an action or satisfy a judgment reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of that Corporation or body corporate; and

(b)

all other costs, charges and expenses that he has sustained while acting as a director or officer in respect of the affairs of the Corporation.

ENACTED this 8th day of June, 2006.


	President

CONFIRMED BY THE SHAREHOLDERS IN ACCORDANCE WITH THE ACT, the 8 th day of June, 2006.


	President

Exhibit 3.3

AMENDMENT TO BY-LAW NO. 1

Amendment to the by-laws relating generally to the conduct of the business and affairs of SINOMAR CAPITAL CORP.

(hereinafter called the ‘Corporation”).

Part V of By-Law No. 1 is amended by adding Section 5.13 as follows:

“5.13 Written Acknowledgement : Each shareholder is entitled, without charge, to a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate.”

ENACTED this 31 st day of December, 2009.

	TIM HUNT
	Secretary

CONFIRMED BY THE SHAREHOLDERS 1N ACCORDANCE WITH THE ACT, the 1 st day of February, 2010.

	TIM HUNT
	Secretary

Exhibit 10.3

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT entered into as of the 13 th day of October, 2009.

BETWEEN:

SINOMAR CAPITAL CORP.

a body corporate incorporated under

the laws of the Province of Alberta

(hereinafter called “ Sinomar ”)

- and -

CERRO CAZADOR S.A.

a body corporate incorporated under

the laws of Argentina

(hereinafter called “ CSSA ”)

- and -

HUNTMOUNTAIN RESOURCES LTD.

a body corporate incorporated under

the laws of the State of Washington

(hereinafter called “ HuntMountain ”)

- and -

HUNTMOUNTAIN INVESTMENTS, LLC

a limited liability corporation incorporated under

the laws of the State of Washington

(hereinafter called “ HuntMountain Investments ”)

(HuntMountain and HuntMountain Investments are hereinafter

collectively called the “ Shareholders ”)

WHEREAS the Shareholders beneficially own all of the issued and outstanding shares of CSSA; and

WHEREAS Sinomar wishes to acquire all of the issued and outstanding shares of CCSA subject to the terms and conditions hereinafter set forth;

NOW THEREFORE IN CONSIDERATION OF the premises and of the mutual covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Definitions

In this Agreement the following terms and expressions shall have the following meanings:

(a)	“ Acquisition ” means the acquisition of the CCSA Shares by Sinomar as contemplated in Section 2.1;

(b)	“ Bajo Agreement ” means the Bajo Pobre Investment, Exploration and Option Agreement, dated march 28, 2007, between CCSA and FK Minera S.A., pursuant to which FK Minera, S.A., an Argentina company, awarded CCSA an option to acquire the Bajo Pobre Mining Property;

(c)

“ Broker Options ” means the options held by Wolverton to purchase 114,730 Common Shares of Sinomar at a price of $0.30 per share, by Research Capital Corporation to purchase 33,030 Common Shares of Sinomar at a price of $0.30 per share, and by Blackmont Capital Inc. to purchase 18,900 Common Shares of Sinomar at a price of $0.30 per share;

(d)	“ Business ” means the business carried on by CCSA, being the business of mineral exploration and development in Argentina;

(e)	“ CCSA ” means Cerro Cazador S.A.;

(f)	“ CCSA Financial Statements ” means the audited financial statements of CCSA as at December 31, 2009 and the unaudited interim financial statements of CCSA for the period ended June 30, 2009, which are in the course of preparation;

(g)	“ CCSA Shares ” means the ordinary, nominative non-endorseable shares of CCSA held by the Shareholders;

(h)	“ Closing ”, “ Closing Date ” and “ Closing Time ” have the meanings ascribed thereto in Section 2.2;

(i)	“ Conditional Acceptance of the Exchange ” means the conditional acceptance by the Exchange of the Acquisition as a Qualifying Transaction of Sinomar, subject to the closing of the Financing;

(j)	“ Director’s Options ” means options held by the directors of Sinomar to purchase an aggregate of 317,690 Sinomar Common Shares at a price of $0.30 per share;

(k)	“ Escrow Agreement ” means that certain Form 2F CPC Escrow Agreement dated April 24, 2008 between Sinomar, Computershare Trust Company of Canada and the security holders of Sinomar therein referred to.

(l)	“ Escrow Shares ” means the 1,510,300 Sinomar Common Shares held in escrow pursuant to the Escrow Agreement.

(m)	“ Exchange ” means the TSX Venture Exchange Inc.;

(n)	“ Filing Statement ” menas the filing statement being prepared by Sinomar and to be filed with the Exchange;

(o)

“ Financing ” means the sale of Sinomar Common Shares and Units to be sold by Wolverton by way of a combination of a short form offering document in relation to the Sinomar Common Shares and a brokered private placement in relation to the Units to raise a minimum of $2,000,000 and a maximum of $3,000,000, at a price of $0.30 per Common Share and $0.30 per Unit;

(p)

“ La Josefina Agreement ” means the Exploration Agreement with Option for Exploration of La Josefina Mining Area, dated July 24, 2007, between Fomento Minero De Santa Cruz Sociedad Del Estado (“Fomicruz SE”) and CCSA, pursuant to which Fomicruz SE granted CCSA the rights of exploration of the La Josefina Mining Area;

(q)	“ Letter of Engagement (Brokered Private Placement) ” means the means the letter agreement between Wolverton, Sinomar and HuntMountain dated August 19, 2009, pursuant to a brokered private placement to raise up to $1,000,000 by the sale of Units at a price of $0.30 per Unit;

(r)	“ Letter of Engagement (Short Form Offering) ” means the letter agreement between Wolverton, Sinomar and HuntMountain dated August 7, 2009, pursuant to which Wolverton has agreed to act as agent pursuant to a short form offering document to raise

a minimum of $1,000,000 and a maximum of $2,000,000 by the sale of Sinomar Common Shares at a price of $0.30 per Common Share;

(s)	“ Qualifying Transaction ” means the term as defined in Policy 2.4 of the Exchange;

(t)	“ Securities Act ” means the Securities Act (Alberta), the Securities Act (British Columbia), and the Securities Act (Ontario), as amended from time to time;

(u)	“ Securities Commission ” means the Alberta Securities Commission, the British Columbia Securities Commission, and the Ontario Securities Commission;

(v)	“ Shareholders ” mean HuntMountain Resources Ltd. and HuntMountain Investments, LLC;

(w)	“ Sinomar ” means Sinomar Capital Corp.;

(x)	“ Sinomar Common Shares ” means the Common Shares of Sinomar;

(y)	“ Sinomar Financial Statements ” means the audited financial statements of Sinomar as at December 31, 2008 and the unaudited interim financial statements of Sinomar for the period ended June 30, 2009;

(z)

“ Sinomar Preferred Shares ” means convertible preferred shares of Sinomar to be crated prior to Closing, which shares shall be non-redeemable and shall be convertible at any time, at the option of the holder, into Common Shares of Sinomar on the basis of one preferred share for one Common Share; provided that such conversion shall not result in the Public Float, as defined in the policies of the Exchange, being less than 20% of the total issued Common Shares of Sinomar;

(aa)	“ Sinomar Prospectus ” means the prospectus of Sinomar dated April 24, 2008, for which receipts were issued by the each of the Securities Commissions;

(bb)	“ Sponsorship Agreement ” means the letter agreement dated July 21, 2009 between Wolverton, Sinomar and HuntMountain pursuant to which Wolverton agreed to act as sponsor of the Qualifying Transaction of Sinomar;

(cc)	“ Tax Act ” means the Income Tax Act (Canada), as amended from time to time;

(dd)	“ Unit ” means a unit of the Corporation to be issued pursuant to the part of the Financing, each unit comprised of one Sinomar Common Share and one-half of a Warrant;

(ee)	“ Warrant ” means the share purchase warrant comprised in the Units, each whole warrant entitling the holder to purchase one Sinomar Common Share for a period of one year from the closing of the Financing at a price of $0.60 per Sinomar Common Share; and

(ff)	“ Wolverton ” means Wolverton Securities Ltd.

1.2 Headings

The division of this Agreement into Articles, Sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof.

1.3 Interpretation

In this Agreement:

(a)	the terms “this Agreement”, “hereof”, “herein”, “hereunder” and similar expressions refer, unless otherwise specified, to this Agreement taken as a whole and not to any particular section, paragraph or clause;

(b)	words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa;

(c)	all references to Articles and Schedules refer, unless otherwise specified, to articles of and schedules to this Agreement;

(d)	all references to Sections refer, unless otherwise specified, to sections, subsections or paragraphs of this Agreement and references to subsections or paragraphs refer to subsections in the same section as the reference or paragraphs in the same subsection as the reference; and

(e)	words and terms denoting inclusiveness (such as “include”, or “includes” or “including”), whether or not so stated, are not limited by, and do not imply limitation of, their context or the words or phrases which precede or succeed them.

1.4 Governing Law and Jurisdiction

This Agreement and, unless otherwise specified therein, all other documents or instruments delivered in accordance with this Agreement shall be governed by and interpreted in accordance with the laws of Alberta and shall be treated in all respects as Alberta contracts. The parties irrevocably

submit to the non-exclusive jurisdiction of the courts of the Province of Alberta, without prejudice to the rights of the parties to take proceedings in any other jurisdictions.

ARTICLE 2

SHARE PURCHASE

2.1 Share Purchase

Subject to the terms and conditions of this Agreement, Sinomar agrees to purchase all of the CCSA Shares from the Shareholders and in consideration therefor Sinomar shall issue to the Shareholders an aggregate total of 29,118,507 Sinomar Common Shares and 20,881,493 Sinomar Preferred Shares, at a deemed price of $0.30 per Sinomar Common Share and $0.30 per Sinomar Preferred Share, in exchange for all of the CCSA Shares, and the Shareholders agree to sell all of the Shareholders’ CCSA Shares on the foregoing basis.

2.2 Closing Date

Upon satisfaction or waiver of all conditions contained in this Agreement, the closing of the transactions contemplated herein (the “Closing”) shall take place at 10:00 a.m. (Calgary time) (the “Closing Time”) on the first business day following the later of the date that Sinomar has received the Conditional Acceptance of the Exchange and Wolverton has delivered satisfactory evidence that it has received purchase orders for Sinomar Common Shares and Units sufficient to enable the closing of the sale of the Sinomar Common Shares and Units pursuant to the Financing, or such later date as shall be agreed upon by Sinomar and the Shareholders(the “Closing Date”); provided that, unless otherwise agreed upon by Sinomar and the Shareholders, the Closing Date shall not be later than November 30, 2009, and further provided that the Closing shall be closed in escrow subject to the closing of the sale of the Sinomar Common Shares and Units pursuant to the Financing.

2.3 Non-Refundable Deposit

The parties acknowledge that, in consideration of the Shareholders entering into this Agreement, a non-refundable deposit of $25,000 has been paid by Sinomar to CCSA.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties Concerning Sinomar

Sinomar represents and warrants to the Shareholders as follows, and acknowledges that the Shareholders are relying upon representations and warranties in entering into this Agreement:

(a) Status, Constating Documents and Licences

(i)	Sinomar is a corporation duly incorporated, organized and validly subsisting in all respects under the laws of the Province of Alberta, and Sinomar has all necessary corporate power to own its assets and to carry on its business as it is now being conducted;

(ii)	the constating documents and by-laws of Sinomar, as amended to the date hereof, are complete and correct, with copies of each of those documents having been delivered to the Shareholder;

(iii)

Sinomar is duly licenced, registered and qualified as a corporation to do business, is up-to-date in the filing of all required corporate returns and other notices and filings and is otherwise in good standing in all respects under the laws of the Province of Alberta; and

(iv)	Sinomar is current and up to date with respect to all filings required to be made under the Securities Acts.

(b) No Business Conducted

Sinomar has not, since the date of its incorporation, conducted any business activity, except as contemplated in the applicable policies of the Securities Commissions and the Exchange.

Sinomar is not bound by any restrictions of any nature whatsoever which will prevent it from acquiring the CCSA Shares.

(d) Corporate Records

The corporate records and minute book of Sinomar contain all constating documents, bylaws and notices of Sinomar, and complete and accurate minutes of all meetings of the directors and shareholders of Sinomar held since its date of incorporation, and copies of all resolutions duly passed or confirmed by the directors or shareholders of Sinomar other than at a meeting. All such meetings were duly called and held and all resolutions were duly passed. The corproate registers of Sinomar are complete and accurate in all material respects and have been maintained in conformity with the provisions of its constating documents and applicable laws.

(e) Authorized Capital

The authorized share capital of Sinomar consists of an unlimited number of Common Shares and an unlimited number of Preferred Shares, issuable in series.

(f) Issued and Outstanding Share Capital and Options

(i)

As at the date hereof, the issued capital of Sinomar consists of 3,176,900 Sinomar Common Shares, all of which are validly issued and outstanding as fully paid and non-assessable. To the best of the knowledge of Sinomar, no share or other securities of Sinomar have been issued in violation of any laws, the constating documents or by-laws of Sinomar or the terms of any agreement to which Sinomar is a party or by which it is bound.

(ii)

As at the date hereof, the Director’s Options and the Broker Options are outstanding.

(g) Options and Other Purchase Agreements

Except for the Director’s Options, the Broker Options, the option to be granted to Wolverton in acting as selling agent pursuant to the Financing and except as provided for in this Agreement, no person, firm or corporation has any written or oral agreement, option, understanding or commitment, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, option or commitment, including convertible securities, warrants or convertible obligations of any nature, for: (i) the purchase, subscription, allotment or issuance of, or conversion into, any of the unissued shares in the capital of Sinomar or any securities of Sinomar; or (ii) the purchase or other acquisition from Sinomar of any of its undertaking, property or assets.

(h) Actions

There is no pending or threatening action, proceeding or investigation (whether or not purportedly on behalf of Sinomar) against or affecting Sinomar in any court or before any governmental authority or arbitration board or tribunal which, either individually or in the aggregate, could materially adversely affect the condition (financial or otherwise) of Sinomar, taken as a whole, or which could adversely affect the ability of Sinomar to issue and sell the Sinomar Common Shares and Sinomar Preferred Shares or to perform its obligations under this Agreement. Sinomar is not in default with respect to any judgment or order of any court, governmental authority or arbitration board or tribunal.

(i) Sinomar Financial Statements

The Sinomar Financial Statements, which have been provided to the Shareholders, have been prepared in accordance with generally accepted accounting principles, are true, correct and complete in all material respects, and present fairly the financial condition of Sinomar, including the assets and liabilities (whether accrued, absolute, contingent or otherwise) of Sinomar as at the date of the Sinomar Financial Statements.

(j) Taxes

Sinomar is a taxable Canadian corporation as defined in the Tax Act and is not liable in any material respects for any Canadian federal, provincial, municipal or local taxes, assessments, withholding taxes, employee or other remittances, or other imposts or property, or for the payment of any tax installment due in respect of its current taxation year (but not including taxes accruing due) or any previous taxation years, and no such taxes, assessments, imposts, remittances or penalties are required to be reserved against. All such taxes, imposts, remittances and penalties have been properly calculated by Sinomar in all material respects, and Sinomar is not in any material respect in default in filing any returns or reports covering any Canadian federal, provincial, municipal or local taxes, assessments or other imposts in respect of its income, business or property and Sinomar has complied in all material respects with all withholding, collection, remittance and other obligations under any applicable taxing statute.

(k) Financial Position

There has not been any material adverse change in the assets, liabilities or obligations (contingent or otherwise) of Sinomar from the position set forth in the Sinomar Financial Statements and Sinomar has no indebtedness, liabilities or obligations, secured or unsecured (whether accrued, absolute, contingent or otherwise) which are not disclosed in the Sinomar Financial Statements.

(l) Nothing Adverse

Sinomar is not in default or breach of, and the execution and delivery by Sinomar of this Agreement, and the performance by Sinomar of its obligations hereunder, will not result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time, or both, would constitute a default under, any term or provision of (i) the constating documents or by-laws of Sinomar or any resolutions of the directors or shareholder of Sinomar, (ii) any contracts or other document to which Sinomar is a party, or by which Sinomar is bound, or (iii) any judgment, decree or order applicable to Sinomar, and no term or provision

thereof materially adversely affects the condition (financial or otherwise) of Sinomar.

(m) Corporate Authority and Binding Obligation

Sinomar has good right, full corporate power and absolute authority to enter into this Agreement and to perform all of its obligations under this Agreement. This Agreement is a legal, valid and binding obligation of Sinomar, enforceable against it in accordance with its terms subject to: (i) bankruptcy, insolvency, moratorium and other laws relating to or affecting the enforcement of creditor’s rights generally, and (ii) the fact that equitable remedies, including the remedies of specific performance and injunction, may only be granted in the discretion of a court.

(n) Subsidiaries and Other Interests

Sinomar: (i) has no subsidiaries and, except as contemplated in Section 5.1(i), does not intend to acquire any subsidiary; (ii) does not own any securities issued by, or any equity or ownership in, any other corporation; and (iii) is not subject to any obligation to make any investment in or to provide funds by way of loan, capital contribution or otherwise to any entity.

(o) Material Contracts

Except as described in the Sinomar Prospectus, and other than the Letter of Engagement (Short Form Offering), the Letter of Engagement (Brokered Private Placement) and the Sponsorship Agreement, Sinomar is not a party to or bound by any outstanding or executory agreement, contract or commitment of any nature or kind whatsoever, and Sinomar is not conducting any other investigations as to identifying a potential target as a Qualifying Transaction.

(p) Contractual and Regulatory Approvals

Except for all consents required from the Exchange and except for the requirement for Sinomar and one or more of its subsidiaries referred to in Section 5.1(i) who acquire the CCSA Shares to be registered as foreign shareholders before the General Inspection of Corporations in Argentina, Sinomar is not under any obligation, contractual or otherwise, to request or obtain the consent of any person, and no permits, licenses, certifications, authorization or approvals of, or notifications to, any federal, provincial, municipal or local government or governmental agency, board, commission or authority are required to be obtained by Sinomar: (i) in connection with the execution, delivery or performance by Sinomar of this Agreement or the completion of any of the transactions contemplated herein; (ii) to avoid the loss of any permit, licence, certification or other authorization; or (iii) in order that the authority of Sinomar to carry on business in the ordinary course and in

the same manner as presently conducted remains in good standing and in full force and effect as of and following the closing of the transactions contemplated hereunder.

(q) Residency

Sinomar is not a “non-resident” of Canada for the purposes of the Tax Act.

(r) Full Disclosure

No representation or warranty contained in this Agreement and no statement contained in any schedule, certificate, list, summary or other disclosure document provided or to be provided to the Shareholders pursuant hereto or in connection with the transactions contemplated hereby contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact which is necessary in order to make the statements contained therein not misleading.

(s) Reporting Issuer

Sinomar is a “reporting issuer” under the Securities Acts and is not in default of any requirement of the Securities Acts or the rules thereto or, any of the by-laws, rules or policies of the Exchange or any other regulatory authority.

(t) Listing

The Sinomar Common Shares are listed for trading on the Exchange.

(u) Notice to Exchange

Notice of the transactions contemplated herein has been given to the Exchange.

3.2 Representations and Warranties Concerning CCSA

The Shareholders and CCSA jointly and severally represent and warrant to Sinomar as follows, and acknowledge that Sinomar is relying upon such representations and warranties in entering into this Agreement:

(a) Status, Constating Documents and Licences

(i)

CCSA is a corporation duly incorporated, organized and validly subsisting in all respects under the laws of Argentina, and has all the necessary corporate power to own its assets and to carry on the Business as it is now being conducted;

(ii)

the constating documents and by-laws of CCSA are complete and correct, with copies of each of those documents having been delivered to Sinomar; and

(iii)

CCSA is duly licenced, registered and qualified as a corporation to do business, is up-to-date in the filing of all required corporate returns and other notices and filings and is otherwise in good standing in all respects, in each jurisdiction in which: (i) it owns or leases assets; and (ii) the nature or conduct of the Business or any part thereof, or the nature of its assets makes such qualification necessary or desirable to enable the Business to be carried on as now conducted, or to enable the assets of CCSA to be owned, leased and operated by it.

(b) Conduct of Business

CCSA has conducted and is conducting all aspects of the Business in accordance with all applicable laws and CCSA has not received any notice to the effect that the Business is not being or has not been operated substantially in conformity with all such applicable laws.

CCSA is not bound by any restrictions of any nature whatsoever which will prevent it from conducting the Business.

(d) Corporate Records

The corporate records and minute book of CCSA contain all constating documents, by-laws and notices of CCSA, and complete and accurate minutes of all meetings of the directors and shareholders of CCSA held since its date of incorporation, and copies of all resolutions duly passed or confirmed by the directors or shareholders of CCSA other than at a meeting. All such meetings were duly called and held and all resolutions were duly passed. The corporate registers of CCSA are complete and accurate in all material respects and have been maintained in conformity with the provisions of its constating documents and applicable laws.

(e) Authorized Share Capital

The issued share capital of CCSA consists of 33,522,930 ordinary, nominal non-endorseable shares.

(f) Issued and Outstanding Share Capital

As at the date hereof, the issued capital of CCSA consists of 33,522,930 CCSA Shares, all of which are validly issued and outstanding as fully paid and

non-assessable. No shares or other securities of CCSA have been issued in violation of any laws, the constating document or by-laws of CCSA or the terms of any agreement to which CCSA is a party or by which it is bound.

(g) Options and Other Purchase Agreements

Except as provided for in this Agreement, no person, firm or corporation has any written or oral agreement, option, understanding or commitment, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, option or commitment, including convertible securities, warrants or convertible obligations of any nature, for: (i) the purchase, subscription, allotment or issuance of, or conversion into, any of the unissued shares in the capital of CCSA or any securities of CCSA; or (ii) the purchase or other acquisition from CCSA of any of its undertaking property or assets, other than in the ordinary course of the Business.

(h) Actions

There is no pending or threatened action, proceeding or investigation (whether or not purportedly on behalf of CCSA) against or affecting CCSA in any court or before any governmental authority or arbitration board or tribunal which, either individually or in the aggregate, could materially adversely affect the condition (financial or otherwise) of CCAS, taken as a whole, or which could adversely affect the ability of CCSA to perform its obligations under this Agreement. CCSA is not in default with respect to any judgment or order of any court, governmental authority or arbitration board or tribunal.

(i) CCSA Financial Statements

The CCSA Financial Statements will be prepared in accordance with generally accepted accounting principles consistently applied throughout the period indicated, will be true, correct and complete in all material respects, and will present fairly the financial condition of CCSA, including the assets and liabilities (whether accrued, absolute, contingent or otherwise) of CCSA as at the respective dates of the CCSA Financial Statements and the results of operations of CCSA for the respective period covered by the CCSA Financial Statements.

(j) Taxes

CCSA is not liable in any material respects for any federal provincial, municipal or local taxes, assessments, withholding taxes, employee or other remittances, or other imposts in respect of its income, business or property, or for the payment of any tax installment due in respect of its current taxation year (but not including taxes accruing due) or any previous taxation years, and no such taxes, assessments, remittances or penalties are required to

be reserved against. All such taxes, imposts, remittances and penalties have been properly calculated by CCSA in all material respects, and CCSA is not in any material respect in default in filing any returns or reports covering any federal, provincial, municipal or local taxes, assessments or other imposts in respect of its income, business or property and CCSA has complied in all material respects with all withholding, collection, remittance and other obligations under any applicable taxing statute.

(k) Nothing Adverse

Neither CCSA nor the Shareholders are in default or breach of and the execution and delivery by CCSA and the Shareholders of this Agreement, and the performance by CCSA and the Shareholders of their obligations hereunder, and the transfer by the Shareholders of the CCSA Shares to Sinomar as contemplated in this Agreement, will not result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time, or both, would constitute a default under, any term or provision of (i) the constating documents or by-laws of CCSA or any resolutions of the directors or shareholders of CCSA, (ii) any contracts or other documents to which CCSA is a party, or by which CCSA is bound, or (iii) any judgment, decree or order, applicable to CCSA, and no term or provision thereof materially adversely affects the Business, or the condition (financial or otherwise) of CCSA.

(l) Corporate Authority and Binding Obligation

CCSA has full corporate authority, and has good right and absolute authority, to enter into this Agreement and to perform all of its obligations under this Agreement. This Agreement is legal, valid and binding obligation of CCSA, enforceable against it in accordance with its terms subject to: (i) bankruptcy, insolvency, moratorium and other laws relating to or affecting the enforcement of creditor’s rights generally, and (ii) the fact that equitable remedies, including the remedies of specific performance and injunction, may only be granted in the discretion of a court.

(m) Subsidiaries and Other Interests

CCSA has no subsidiaries and, except as contemplated in the La Josefina Agreement, CCSA has not agreed to acquire any subsidiary, and does not own any securities issued by, or any equity or ownership in, any other corporation and, except as aforesaid, CCSA is not subject to any obligation to make any investment in or to provide funds by way of loan, capital contribution or otherwise to any person or entity.

(n) Material Contracts

The only outstanding or executory agreements, contracts or commitments to which CCSA is a party or is bound and which are material to CCSA or the Business are the Bajo Agreement and the La Josefina Agreement.

(o) Contractual and Regulatory Approvals

Except for all filings and compliances with other obligations in order to keep its mining properties in good standing, CCSA is not under any obligation, contractual or otherwise, to request or obtain the consent of any person, and no permits, licenses, certifications, authorization or approvals of, or notifications to, any government or governmental agency, board, commission or authority are required to be obtained by CCSA: (i) in connection with the execution, delivery or performance by CCSA of this Agreement or the completion of any of the transactions contemplated herein; (ii) to avoid the loss of any permit, licence, certification or other authorization; or (iii) in order that the authority of CCSA to carry on the Business in the ordinary course and in the same manner as presently conducted remains in good standing and in full force and effect as of and following the closing of the transactions contemplated hereunder.

(p) Residency

CCSA is a “non-resident” of Canada for the purposes of the Tax Act.

(q) Full Disclosure

No representation or warranty in this Agreement and no statement contained in any schedule, certificate, list, summary or other disclosure document provided or to be provided to Sinomar pursuant hereto or in connection with the transactions contemplated hereby contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact which is necessary in order to make the statements contained therein not misleading.

(r) Title to Assets

CCSA has the contractual right, subject to compliance with its obligations, under the Bajo Agreement and the La Josefina Agreement.

(s) Condition of Assets

All facilities or equipment and other assets owned or leased or rented and used by CCSA in connection with Business are in good operating condition and in a state of good repair and maintenance, reasonable wear and tear excepted.

Thereunder has been no damage, destruction or loss (whether or not covered by insurance) or any change whatsoever in the Business or the assets of CCSA arising as a result of any legislative or regulatory change, revocation or modification of any permit or license or right to do business, fire, explosion, accident, casualty, labour trouble, flood, drought, riot, storm, condemnation, act of God or any other cause whatsoever, which change would materially adversely affect the Business or the prospects, assets, condition (financial or otherwise) or organization of CCSA.

(t) Shareholder’ Agreement

There are no Shareholder’ agreements, pooling agreements, voting trusts or other similar agreements with respect to the ownership or voting of any of the shares of CCSA.

(u) Good Standing of Agreements

CCSA is not in default or breach of any of its obligations under any one or more contracts, agreements (written or oral), commitments, indentures or other instruments to which it is a party or by which it is bound and there exists no state of facts which, after notice or lapse of time or both, would constitute such a default or breach. All such contracts, agreements, commitments, indentures and other instruments are now in good standing and in full force and effect and CCSA is entitled to all benefits thereunder.

(v) Environmental Matters

(i)

For the purposes of this Agreement, the following terms and expressions shall have the following meanings:

(1)

“Environmental Laws” means any and all statutes, regulations ordinances, by-laws, orders, permits, licences, approvals and common law that regulate or provide liabilities or obligations in relation to the existence, use, production, manufacture, processing, distribution, production, transport, handling, storage, removal, treatment, disposal, emission, discharge, migration, seepage, leakage, spillage or release of Hazardous Substances or the construction, alteration, use or operation, demolition or decommissioning of any facilities or other real or personal property in relation to the foregoing or the protection of the life, health or safety of persons, or to the protection of property or the environment, including but not limited to air, soil, surface water, ground water, biota, wildlife or personal or real property;

(2)

“Hazardous Substances” includes any and all explosives, pollutants, and containments, including but not limited to radioactive materials, odors, hazardous, corrosive and toxic substances, irritants or waste of any kind, including but not limited to compounds known as chlorobiphenls or other special waste;

(ii) except as disclosed to Sinomar:

(1)

CCSA is not subject to any environmental, order, review, or investigation, whether by government or agency thereof, or by another person or group;

(2)

no compliant has been made or filed by any such government, agency, person or group having to do with any environmental damage or injury or alleged damage or injury relating to CCSA; and

(3)

there is no matter, condition or thing that exists with respect to CCSA which could reasonably give rise to any such order, review, investigation or complaint;

(iii) without limitation to Section 3.2(w)(ii), except as disclosed to Sinomar:

(1)

CCSA has not received any written notice, demand, request for information, summons, order, or complaint from any governmental agency and no environmental review by any governmental agency is pending or threatened with respect to the ownership or operation of any of its assets;

(2)

CCSA has not been notified of any judicial, administrative, or arbitral proceeding alleging the violation of any Environmental Laws that may lead to claims for cleanup costs, remedial work, damage to natural resources, or personal injury;

(3)

CCSA has not been notified of any governmental investigation evaluating whether any remedial action is needed to respond to a release of any Hazardous Substances into the environment;

(4)

CCSA has not filed any notice under any law indicating past or present reporting of a spill, release or emission of Hazardous Substances into the environment; or

(5)

CCSA has not any actual or contingent liability in respect of any person of which CCSA has knowledge or reasonably should have knowledge in

connection with any release of any Hazardous Substances into the environment.

3.3 Representations, Warranties and Covenants of the Shareholder

The Shareholders represent and warrant to Sinomar as follows, and acknowledges that Sinomar is relying upon such representations and warranties in entering into this Agreement:

(a) Residence

The Shareholders are each a “non-resident” of Canada within the meaning of the Tax Act.

(b) Ownership and Title to the CCSA Shares

HuntMountain is the registered and beneficial owner of 31,846,784 CCSA Shares and HuntMountain Investments is the registered and beneficial owner of 1,676,146 CCSA Shares, all of which CCSA Shares are free and clear of all encumbrances or other restriction on transfer other than any restriction set out in the constating documents of CCSA.

The Shareholders have full corporate authority, and have good right and absolute authority, to enter into this Agreement and to perform all of the Shareholders’ obligations under this Agreement. This Agreement is a legal, valid and binding obligation of the Shareholders, enforceable against the Shareholders in accordance with its terms subject to: (i) bankruptcy, insolvency, moratorium and other laws relating to or affecting the enforcement of creditor’s rights generally, and (ii) the fact that equitable remedies, including the remedies of specific performance and injunction, may only be granted in the discretion of a court.

(d) Escrow Agreement

At the Closing, the Shareholders shall enter into an escrow agreement in relation to the Sinomar Common Shares acquired by the Shareholders, as contemplated in Section 2.1, as may be required by the Exchange.

(e) Patagonia Drilling Accounts Payable

At the Closing, the Shareholders shall enter into an agreement with CCSA pursuant to which the Shareholders shall agree to pay the remaining trade accounts payable in the approximate amount of US$800,000 owed by CCSA to Patagonia Drilling.

3.4 Survival of Warranties by Sinomar

The representations and warranties made by Sinomar and contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby, will be true, correct and complete on the Closing Date and will survive the closing of the purchase and sale of the CCSA Shares provided for herein for a period of one (1) year and, notwithstanding such closing or any investigation made by or on behalf of the Shareholders or any other person or any knowledge of the Shareholders or any other person, shall continue in full force and effect for the benefit of the Shareholders.

3.5 Survival of Warranties by the Shareholders and CCSA

The representations and warranties made by the Shareholders and CCSA and contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby, will be true, correct and complete on the Closing Date and will survive the closing of the purchase and sale of the CCSA Shares provided herein for a period of one (1) year and, notwithstanding such closing or any investigation made by or on behalf of Sinomar or any other person or any knowledge of Sinomar or any other person, shall continue in full force and effect for the benefit of Sinomar.

ARTICLE 4

COVENANTS

4.1 Covenants of the Shareholders and CCSA

The Shareholders and CCSA jointly and severally covenant with Sinomar as follows:

(a) Reasonable Access

CCSA shall provide, and the Shareholders shall use their best efforts to cause CCSA to provide to Sinomar and to Sinomar’s counsel, accountants and other authorized representatives, during normal business hours, on reasonable notice, reasonable access to CCSA’s properties, books and records in order that Sinomar may have full opportunity to make such investigations as it shall reasonably desire to make of the affairs of CCSA, and the Shareholders and CCSA shall cause CCSA’s officers and accountants to furnish such additional financial and operating data and other information as Sinomar shall from time to time reasonably request for such purpose; provided that any such investigation shall be conducted in such manner as not to interfere unreasonably with the operations of CCSA.

(b) Confidentiality; Press Releases

Prior to the Closing, the Shareholders and CCSA shall, and the Shareholders and CCSA shall cause, the officers, other personnel and authorized representatives of CCSA (all of

the foregoing, including the Shareholders, to be deemed to be in a “special relationship” as defined in the Securities Acts) to hold in confidence, and not disclose to others for any reason whatsoever, any non-public information received by them from Sinomar in connection with the transactions contemplated hereby, except where such confidential information is required to be provided in response to legal process, applicable law or any applicable regulatory policy. Subject to the foregoing provisions of this paragraph (b), neither the Shareholders nor CCSA, nor any of the officers or directors of CCSA, shall issue any press release relating to this Agreement or the transactions contemplated herein unless such press release is approved by Sinomar, acting reasonably.

The Shareholders shall use their best efforts to cause CCSA to obtain, and CCSA shall use its best efforts to obtain, at the earliest practicable date and, in any event, prior to the Closing Date, all consents, authorizations and approvals, and to make all declarations, filings and registrations required to be obtained or made by CCSA pursuant to any law, order, policy, agreement or instrument prior to consummating the transactions contemplated hereby, whether any such consent, authorization or approval, or such declaration, filing or registration, is to be obtained from or made with private parties or governmental or regulatory authorities (including the Securities Commissions and the Exchange). The Shareholders shall not, and shall use their reasonable efforts to cause CCSA not to, and CCSA shall not take any action that may materially adversely affect the obtaining of any such consent, authorization or approval.

(d) No Inconsistent Actions

Between the date hereof and the Closing Date, the Shareholders shall not and shall use their reasonable efforts to cause CCSA not to, and CCSA shall not, take any action which might directly or indirectly interfere or be inconsistent with or otherwise adversely affect the completion of the transactions contemplated herein, and without limiting the generality of the foregoing, except as may be otherwise consented to in writing by Sinomar:

(i)

Except as otherwise provided for herein, CCSA shall not, and the Shareholders shall use their reasonable efforts to cause CCSA not to issue or sell, or issue options, warrants to purchase or rights to subscribe for, or enter into any contract or commitment with respect to, any of the shares of its capital or any other securities, or make any other changes in its capital structure.

(ii)

CCSA shall not, and the Shareholders shall use their reasonable efforts to cause CCSA not to declare, pay or set aside for payment any dividend or other distribution with respect to the capital of CCSA, nor directly or indirectly to redeem, purchase or otherwise acquire any shares of the capital of CCSA, or enter into any contract or commitment to effect any such redemption, purchase or acquisition.

(iii)

CCSA shall preserve, and the Shareholders shall use their reasonable efforts to cause CCSA to preserve CCSA’s corporate existence and business organization, and its existing rights, privileges and franchises intact and use reasonable efforts to preserve its material relationships with its employees, suppliers, customers and others having business relations with it.

(iv)

CCSA shall not, and the Shareholders shall use their reasonable efforts to cause CCSA not to reorganize its assets, capital or debt or enter into any reorganization by way of merger, amalgamation, plan of arrangement, liquidation or otherwise.

(v)

The Shareholders and CCSA shall take all actions within their control to ensure that the representations and warranties in Section 3.2 hereof remain true and correct at the Closing Time, with the same force and effect as if such representations and warranties were made at and as of the Closing Time.

(vi)

The Shareholders and CCSA shall promptly advise Sinomar of any facts that come to their attention which would cause any of the Shareholders’ or CCSA’s representations and warranties herein contained to be untrue in any respect.

(vii)

The Shareholders and CCSA shall promptly advise Sinomar in writing of any material adverse change in the Business or the assets of CCSA.

(viii)

The directors of CCSA shall not resolve or otherwise consent to any sale, assignment, conveyance or other disposition of any CCSA Shares owned by the Shareholders, except in accordance with this Agreement. Additionally, the Shareholders shall not sell, encumber, assign, convey or otherwise dispose of or encumber any CCSA Shares owned by the Shareholders, except in accordance with this Agreement.

(ix)

The Shareholders shall use their reasonable efforts to cause CCSA to carry on, and CCSA shall carry on the Business diligently and substantially in the same manner as heretofore conducted, and the Shareholders shall use their reasonable efforts to cause CCSA not to engage in, and CCSA shall not engage in, any

transaction or activity or enter into any contract or commitment except in the ordinary course of business.

(e) Compliance With Laws

The Shareholders shall, and shall use their reasonable efforts to cause CCSA to, and CCSA shall, duly comply with all laws, orders, judgments, decrees and policies of any court or governmental or regulatory authority (including the Securities Commissions and the Exchange and the Minimum Listing Requirements of the Exchange) applicable to them, the Business and CCSA’s assets, operations and employees, except where the failure to so comply would not have a material adverse effect on the financial position or results of operations of CCSA.

4.2 Covenants of Sinomar

Sinomar covenants with CCSA as follows:

(a) Reasonable Access

Sinomar shall provide to CCSA and to CCSA’s counsel, accountants and other authorized representatives, during normal business hours, on reasonable notice, reasonable access to Sinomar’s properties, books and records in order that CCSA may have full opportunity to make such investigations as they shall reasonably desire to make of the affairs of Sinomar, and Sinomar shall cause its officers and accountants to furnish such additional financial and operating data and other information as CCSA shall from time to time reasonably request for such purpose; provided that any such investigation shall be conducted in such manner as not to interfere unreasonably with the operations of Sinomar.

(b) Confidentiality; Press Releases

Prior to the Closing, Sinomar shall and shall cause its officers and directors, and authorized representatives of Sinomar to hold in confidence, and not disclose to others for any reason whatsoever, any non-public information received by them from CCSA in connection with the transactions contemplated hereby, except where such confidential information is required to be provided in response to legal process, applicable law or any applicable regulatory policy. Subject to the foregoing provisions of this paragraph (b), neither Sinomar nor any of its officers or directors shall issue any press release relating to this Agreement or the transactions contemplated herein unless such press release is approved by CCSA, acting reasonably.

Sinomar shall use its best efforts to obtain at the earliest practicable date and, in any event, prior to the Closing Date, all consents, authorizations and approvals, and to make all declarations, filings and registrations required to be obtained or made by it pursuant to any law, order, policy, agreement or instrument prior to consummating the transactions contemplated hereby, whether any such consent, authorization or approval, or such declaration, filing or registration, is to be obtained from or made with private parties or governmental or regulatory authorities (including the Securities Commissions and the Exchange). Sinomar shall not take any action that may materially adversely affect the obtaining of any such consent, authorization or approval.

(d) No Inconsistent Actions

Between the date hereof and the Closing Date, Sinomar will not take any action which might directly or indirectly interfere or be inconsistent with or otherwise adversely affect the completion of the transactions contemplated herein, and without limiting the generality of the foregoing, except as may be otherwise consented to in writing by CCSA:

(i)

Except pursuant to the Broker Options, the Directors’ Options, the options granted to Wolverton in acting as selling agent pursuant to the Financing and as otherwise provided for herein, Sinomar shall not issue or sell, or issue options, warrants to purchase or rights to subscribe for, or enter into any contract or commitment with respect to, any of the shares of its capital or any other securities, or make any other changes in its capital structure.

(ii)

Sinomar shall not declare, pay or set aside for payment any dividend or other distribution with respect to its capital, nor shall it directly or indirectly redeem, purchase or otherwise acquire any shares of its capital or enter into any contract or commitment to affect any such redemption, purchase or acquisition.

(iii)

Sinomar shall preserve its corporate existence and business organization, and its existing rights and privileges intact.

(iv)

Sinomar shall not reorganize its assets, capital or debt, or enter into any reorganization by way of merger, amalgamation, plan of arrangement, liquidation or otherwise.

(v)

Sinomar shall take all actions within its control to ensure that the representations and warranties in Section 3.1 hereof remain true and correct at the Closing Time,

with the same force and effect as if such representations and warranties were made at and as of the Closing Time.

(vi)

Sinomar shall promptly advise the Shareholders and CCSA of any facts that come to its attention which would cause any of Sinomar’s representations and warranties herein contained to be untrue in any respect.

(vii)

Sinomar shall promptly advise the Shareholders and CCSA in writing of any material adverse change in the assets of Sinomar.

(viii)

Sinomar shall not engage in any transaction or activity or enter into any contract or make any commitment except in accordance with the policies of the Securities Commissions and the Exchange.

(e) Compliance With Laws

Sinomar shall duly comply with all laws, orders, judgments, decrees and policies of any court or governmental or regulatory authority (including the Securities Commissions and the Exchange) applicable to it, except where the failure to so comply would not have a material adverse effect on the financial position of Sinomar.

4.3 Further Covenants of Sinomar and CCSA

(a) No Income Tax Liability

The parties shall take all such steps as are necessary so as to effect the transfer of the CCSA Shares from the Shareholders to Sinomar without giving rise to income tax liability thereon.

ARTICLE V

CONDITIONS

5.1 Conditions to the Obligations of Sinomar

The obligations of Sinomar hereunder shall be subject to the following conditions being satisfied on or before the Closing Date, or such earlier date as hereinafter specified, and the Shareholders and CCSA jointly and severally covenant to use their best efforts to ensure that conditions are fulfilled:

(a) CCSA Financial Statements

(i) Delivery of CCSA Financial Statements

The CCSA Financial Statements shall be prepared and delivered to Sinomar not later than September 30, 2009, and the financial condition reflected therein shall be acceptable to Sinomar.

(ii) Representations and Warranties

At the time of delivery of the CCSA Financial Statements and on the Closing Date, CCSA shall represent to Sinomar as follows:

(A) CCSA Financial Statements

The CCSA Financial Statements, which have been provided to Sinomar, have been prepared in accordance with generally accepted accounting principals consistently applied throughout the period indicated, are true, correct and complete in all material respects, and present fairly the financial condition of CCSA, including the assets and liabilities (whether accrued, absolute, contingent or otherwise) of CCSA as at the respective dates of the CCSA Financial Statements and the results of operations of CCSA for the respective periods covered by the CCSA Financial Statements.

(B) Financial Position

There has not been any material adverse change in the assets, liabilities or obligations (contingent or otherwise) of CCSA from the position set forth in the CCSA Financial Statements.

(b) Accuracy of Representations and Warranties and Performance of Covenants

The representations and warranties of the Shareholders and CCSA contained in this Agreement or in any document delivered in order to carry out the transactions contemplated hereby shall be true and accurate on the date hereof and at the Closing Time with the same force and effect as though such representations and warranties had been made as of the Closing Time regardless of the date as of which the information in this Agreement or other document made pursuant hereto is given. In addition, the Shareholders and CCSA shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by them at or prior to the Closing Time. In addition, the Shareholders and CCSA shall have delivered to Sinomar a certificate confirming that the facts with respect to each of such representations and warranties by the Shareholders and CCSA are as set out herein at the Closing Time and that the

Shareholders and CCSA have performed all covenants required to be performed by them hereunder.

From the date hereof to the Closing Date, there shall have been no change in the Business or the assets or condition (financial or otherwise) of CCSA howsoever arising, except changes which have occurred in the ordinary course of the business and which, individually or in the aggregate, have not affected and may not affect the Business or the assets or condition (financial or otherwise) of CCSA in any material adverse respect.

(d) No Restraining Proceedings

No order, decision or ruling of any court tribunal or regulatory authority having jurisdiction shall have been made, and no action or proceeding shall be pending or threatened which is likely to result in an order, decision or ruling:

(i)

to disallow, enjoin, prohibit or impose any limitations or conditions on the transaction contemplated hereby; or

(ii)

to impose any limitations or conditions which may have a material adverse effect on the Business or the assets of CCSA.

(e) Consents

All consents required to be obtained in order to carry out the transactions contemplated hereby in compliance with all laws and agreements binding upon the parties hereto shall have been obtained and without limiting the generality of the foregoing, there shall have been obtained from all regulatory or administrative authorities (including the Exchange), approval in form and substance satisfactory to Sinomar, acting reasonably.

(f) Due Diligence Examination

Prior to the date of filing the Filing Statement by Sinomar, Sinomar shall have conducted a due diligence examination of CCSA, and shall be satisfied with the results thereof, or shall promptly notify the Shareholders that it is not so satisfied.

(g) Authorizations

On or prior to the Closing Time, each of CCSA and CCSA’s board of directors shall have taken all necessary or desirable actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance of this Agreement.

(h) Board of Directors

At the Closing, all directors, except for Andrew M. Gertler and Alan P. Chan, shall have resigned as directors of Sinomar, and the four nominees of CCSA contemplated in Section 5.3(g), shall be acceptable to the Exchange.

(i) Transfer of CCSA Shares

At the Closing, the Shareholders shall transfer all of the CCSA Shares to Sinomar as contemplated in Section 2.1, free and clear of all encumbrances or other restrictions on transfer other than any restriction set out in the constating documents of CCSA, and the CCSA Shares shall be registered in such proportions as Sinomar shall designate, in the name of one or more corporation which become wholly-owned subsidiaries of Sinomar concurrently with the Closing.

(j) Escrow Agreement

(k) Patagonia Drilling Accounts Payable

5.2 Waiver of Sinomar’s Conditions or Termination

The conditions in Section 5.1 hereof are inserted for the exclusive benefit of Sinomar and may be waived in whole or in part by Sinomar at any time. The and CCSA acknowledge that the waiver by Sinomar of any condition or any part of any condition shall constitute a waiver only of such condition or such part of such condition as the case may be and shall not constitute a waiver of any covenant, agreement, representation or warranty made by the Shareholders or CCSA herein that corresponds or is related to such condition or such part of such condition, as the case may be. If any of the conditions contained in Section 5.1 hereof are not fulfilled or complied with as herein provided, Sinomar may rescind this Agreement by notice in writing to the Shareholders and CCSA and in such event, Sinomar shall be released from all obligations hereunder and unless the condition or conditions, which have not been fulfilled are reasonably capable of being fulfilled or caused to be fulfilled by the Shareholders or CCSA, then the Shareholders and CCSA shall also be released from all obligations hereunder.

5.3 Conditions to the Obligations of the Shareholders and CCSA

The obligations of the Shareholders and CCSA hereunder shall be subject to the following conditions being satisfied on or before the Closing Date, or such earlier date as hereinafter specified, and Sinomar shall use its best efforts to ensure that such conditions are fulfilled:

(a) Accuracy of Representations and Warranties and Performance of Covenants

The representations and warranties of Sinomar contained in this Agreement or in any document delivered in order to carry out the transactions contemplated hereby shall be true and accurate on the date hereof and at the Closing Time with the same force and effect as though such representations and warranties had been made as of the Closing Time regardless of the date as of which the information in this Agreement or other document made pursuant hereto is given. In addition, Sinomar shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by it at or prior to the Closing Time. In addition, Sinomar shall have delivered to the Shareholders a certificate confirming that the facts with respect to each of such representations and warranties by Sinomar are as set out herein at the Closing Time and that Sinomar has performed all covenants required to be performed by it hereunder.

(b) No Material Adverse Change

From the date hereof to the Closing Date, there shall have been no material adverse change in the assets or condition (financial or otherwise) of Sinomar;

(i)

to disallow, enjoin, prohibit or impose any limitations or conditions on the transaction contemplated hereby; or

(ii)

to impose any limitations or conditions which may have a material adverse effect on the business or the assets of Sinomar.

(d) Consents

administrative authorities (including the Exchange), approval in form and substance satisfactory to the Shareholders, acting reasonably.

(e) Due Diligence Examination

Prior to the date of filing of the Filing Statement by Sinomar with the Exchange, the Shareholders shall have conducted a due diligence examination of Sinomar and shall be satisfied with the results thereof, or shall promptly notify Sinomar that it is not so satisfied.

(f) Authorizations

On or prior to the Closing Time, each of Sinomar and Sinomar’s board of directors shall have taken all necessary or desirable actions, steps and corporate and other proceeding to approve or authorize, validly or effectively, the entering into, and the execution, delivery and performance of this Agreement.

(g) Board of Directors

At the Closing, in addition to Andrew M. Gertler and Alan P. Chan, four nominees of the Shareholders, namely Tim Hunt, Matthew Hughes, Bryn Harman and Darrick Hunt or other nominees of the Shareholders as shall be acceptable to the Exchange shall have been appointed as directors of Sinomar.

(h) Stock Options

At the Closing, options to purchase Sinomar Common Shares at an exercise price of $0.30 per share shall be granted to directors, officers, employees and/or consultants of Sinomar and/or CCSA for such number of options as shall be designated by the Shareholders.

(i) Issuance of Sinomar Common Shares

At the Closing, Sinomar shall issue the Sinomar Common Shares to the Shareholders as contemplated in Section 2.1, which Sinomar Common Shares shall be issued as fully paid and non-assessable.

5.4 Waiver of Shareholders’ and CCSA’s Conditions or Termination

The conditions contained in Section 5.3 hereof are inserted for the exclusive benefit of the Shareholders and CCSA and may be waived in whole or in part by the Shareholders and CCSA at any time. Sinomar acknowledges that the waiver by the Shareholders and CCSA of any condition or any part of any condition shall constitute a waiver only of such condition or such part of such condition as the case may be and shall not constitute a waiver of any covenant, agreement, representation or warranty made by Sinomar herein that corresponds or is related to such condition or such part of such condition,

as the case may be. If any of the conditions contained in Section 5.3 hereof are not fulfilled or complied with as herein provided, the Shareholders or CCSA may rescind this Agreement by notice in writing to Sinomar and in such event, the party giving the notice shall be released from all obligations hereunder and unless the condition or conditions which have not been fulfilled are reasonably capable of being fulfilled or caused to be fulfilled by Sinomar, then Sinomar shall also be released from all obligations hereunder.

5.5 Joint Conditions

The obligations of the Shareholders, CCSA, and Sinomar are subject to the following conditions being satisfied on or before the Closing Date and the Shareholders, CCSA and Sinomar shall each use their best efforts to ensure that such conditions are fulfilled:

(a) Regulatory Approvals

All consents, approvals, waivers, variances, exemptions, permissions, authorizations or orders of, or filings with, any governmental or regulatory authority (including the Securities Commissions and the Exchange) required in connection with the transactions contemplated by this Agreement, including the Financing, shall have been received or made, as the case may be.

(b) Financing

Wolverton shall have delivered satisfactory evidence that it has received purchase orders for Sinomar Common Shares sufficient to enable the closing of the sale of the Sinomar Common Shares pursuant to the Financing.

5.6 Waiver of Joint Conditions or Termination

The conditions contained in Section 5.5 hereof are inserted for the mutual benefit of the Shareholders, CCSA and Sinomar and may be waived in whole or in part with the consent of all parties. The Shareholders, CCSA and Sinomar acknowledge that the waiver by them of any condition or any part of any condition shall constitute a waiver only of such condition or such part of such condition as the case may be and shall not constitute a waiver of any covenant, agreement, representation or warranty made by any of them herein that corresponds or is related to such condition or such part of such condition, as the case may be. If any of the conditions contained in Section 5.5 hereof are not fulfilled or complied with as herein provided, the Shareholders, CCSA or Sinomar may rescind this Agreement by notice in writing to the remaining parties and in such event, the party giving notice shall be released from all obligations hereunder and unless the condition or conditions which have not been fulfilled are reasonably capable of being fulfilled or caused to be fulfilled by the party receiving such notice, then such party shall also be released from all obligations hereunder.

ARTICLE 6

CLOSING

6.1 Closing Arrangements

Subject to the terms and conditions hereof, the Closing shall take place at the Closing Time at the offices of Morris McManus Professional Corporation, Suite 700, 500 – 11 th Avenue S. W., Calgary, Alberta, or at such other place or places as may be mutually agreed upon by CCSA and Sinomar.

6.2 Documents to be Delivered

At or before the Closing Time, the Shareholders and CCSA shall execute or cause to be executed, and shall deliver, or cause to be delivered, to Sinomar, all documents, instruments and things which are to be delivered by the Shareholders and CCSA pursuant to the provisions of this Agreement, and Sinomar shall execute or cause to be executed, and shall deliver or cause to be delivered, to the Shareholders and CCSA, all documents, instruments and things which are to be delivered to Sinomar pursuant to the provisions of this Agreement.

6.3 Closing of Financing

The Closing shall be closed in escrow subject to the closing of the sale of the Sinomar Common Shares pursuant to the Financing.

ARTICLE 7

INDEMNITY

7.1 The Shareholders and CCSA shall jointly and severally indemnify and save harmless Sinomar from and against any and all (i) liabilities, losses, claims, damages (including, without limitation, lost profits, consequential damages, interest penalties, fines and monetary sanctions) and costs, and (ii) lawyers’ and accountants’ fees and expenses (on an indemnity basis), court costs and all other out-of-pocket expenses incurred or suffered by Sinomar by reason of, resulting from, in connection with, or arising in any manner whatsoever out of the breach or inaccuracy of any representation or warranty or the failure to comply with any covenant of the Shareholders or CCSA contained in this Agreement, provided that Sinomar shall not be entitled to enforce any claim under this Section unless it shall within two years of the Closing Date have given the Shareholders or CCSA notice of such claim.

7.2 Sinomar shall indemnify and save harmless CCSA and the Shareholders from and against any and all (i) liabilities, losses, claims, damages (including, without limitation, lost profits, consequential damages, interest penalties, fines and monetary sanctions) and costs, and (ii) lawyers’ and accountants’ fees and expenses (on an indemnity basis), court costs and all other out-of-pocket expenses incurred or suffered by CCSA or the Shareholders by reason of, resulting from, in connection with, or arising in any

manner whatsoever out of the breach or inaccuracy of any representation or warranty or the failure to comply with any covenant of Sinomar contained in this Agreement, provided that CCSA and the Shareholders shall not be entitled to enforce any claim under this Section unless they shall within two years of the Closing Date have given Sinomar notice of such claim.

ARTICLE 8

RETURN OF INFORMATION ON TERMINATION

8.1 Return of Information and Confidentiality Obligations

If this Agreement is terminated in accordance with its terms:

(a)

each party shall deliver all documents, work papers and other material of any other party hereto relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, together with any copies thereof, to the party furnishing same and shall cause its representative and others to whom such materials were furnished to promptly return to such party such materials and any copies thereof they may have made; and

(b)

all information received by any party hereto with respect to the business of any other party hereto (other than information which is a matter of public knowledge or which has heretofore been or is hereafter published in any publication for public distribution or filed as public information with any governmental or regulatory authority) shall not at any time be used for the advantage of, or disclosed to third parties by, such party for any reason whatsoever, except as contemplated or permitted by Sections 4.1(b) or 4.2(b).

ARTICLE 9

MISCELLANEOUS PROVISIONS

9.1 Notices

Any notice, consent or waiver or other document required or permitted to be given to any party hereunder shall be in writing and may be sufficiently given by personal delivery or by sending the same by telecopy or other similar form of communication to the following address:

(a) if to Sinomar:

Suite 2806, 505 – 6 th Street S. W.

Calgary, Alberta, T2P 1X5

Attention: Alan P. Chan

Telecopy No.: (403) 228-3013

with a copy to :

Morris McManus Professional Corporation

Suite 700, 550 – 11 th Avenue S. W.

Calgary, Alberta, T2R 1M7

Attention: Morris S. McManus, Q. C.

Telecopy No.: (403) 517-6469

(b) if to CCSA or the Shareholders:

c/o 1611 N Molter, Suite 201

Liberty Lake, Washington, 99019, USA

Attention: Tim Hunt

Telecopy No.: (509) 892-5318

Any such notice, consent or waiver or other document shall (i) if delivered, be deemed to have been given or made at the time of delivery, and (ii) if sent by telecopy or other similar form of communication, be deemed to have been given or made at the time it was successfully transmitted (unless transmission is received after normal business hours, in which case the date of receipt shall be deemed to be the next business day). Any party hereto may change its address for service by giving notice thereof to the other parties hereto in accordance with this section.

9.2 Enurement and Assignment

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, successors and permitted assigns. Neither this Agreement nor any rights or obligations hereunder may be assigned by any party without the prior written consent of the other parties hereto.

9.3 Further Assurances

All parties hereto shall from time to time and at all times hereafter, without further consideration, do and perform all such further acts and things, and execute and deliver all such further agreements, assurances, deeds, assignments, conveyance notices, releases and other documents and instruments, as may reasonably be required to complete the transactions contemplated herein in accordance with the intent and purpose of this Agreement.

9.4 Time of Essence

Time shall be of the essence of this Agreement.

9.5 Entire Agreement

This Agreement constitutes the entire agreement between the parties. There are not and shall not be any oral statements, representations, warranties, undertakings or agreements between the parties other than this Agreement.

9.6 Amendments

This Agreement may not be amended or modified in any respect except by written instruments signed by Sinomar, CCSA and the Shareholders.

9.7 Counterpart Execution

This Agreement may be executed in one or more counterparts, each of which so executed shall constitute an original and all of which together shall constitute one and the same Agreement and delivery of executed counterparts by telecopy shall be as effective as delivery of an original.

9.8 Waiver

Any party hereto which is entitled to the benefits of this Agreement, may and has the right to, waive any term or condition hereof at any time on or prior to the Closing Time provided, however, that such waiver shall be evidenced by written instrument duly executed on behalf of such party.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the date first written above.

SINOMAR CAPITAL CORP:

Per: _____________________________

CERRO CAZADOR S.A.

Per: MATTHEW J. HUGHES

Per: _____________________________

HUNTMOUNTAIN RESOURCES LTD.

Per: _____________________________

HUNTMOUNTAIN INVESTMENTS, LLC.

Per: _____________________________

Exhibit 10.4

HUNT MINING CORP.

EXECUTIVE EMPLOYMENT AGREEMENT

MATTHEW J. HUGHES

Dated Effective January 1, 2013

HUNT MINING CORP.

EXECUTIVE EMPLOYMENT AGREEMENT

MATTHEW J. HUGHES

Dated Effective January 1 , 2013

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made by and between HUNT MINING CORP., a Canadian corporation (“Corporation”), with its principal offices located at 108 N. Washington, Suite 302, Spokane, WA 99201 and MATTHEW J. HUGHES, an individual, residing at Spokane, Washington (“Hughes”).

BACKGROUND

A. Hughes has provided valuable services to the Corporation over the past six years and is considered integral to further the growth, development, and financial success of the Corporation.

B. Corporation desires to continue to retain the services of Hughes as Chief Executive Officer of the Corporation and in so doing benefit from his professional and dedicated services essential to the long range success of the Corporation.

C. Corporation and Hughes desire to enter into this Agreement to set forth all applicable terms and conditions of the employment relationship between the Corporation and Hughes.

NOW, THEREFORE, in consideration of mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Employment of Hughes . Corporation continues to employ Hughes and Hughes continues to accept employment, upon the terms and conditions set forth in this Agreement.

1.1 Term . The Executive’s term of employment under this agreement (such term of employment, as it may be extended or terminated, is herein referred to as the “Employment term”). Shall be for a term commencing on the Effective Date and, unless terminated earlier as provided in Section 3 hereof, ending on the anniversary of the Effective Date (the “Original Employment Term”), provided that the Employment Term shall be automatically extended, subject to earlier termination as provided in Section 3 hereof, for successive additional one (1) year periods (the “Additional Terms”), unless, at least 30 days prior to the end of the Original Employment Term or the then Additional Term, the Company or the Executive has notified the other in writing that the Employment Term shall terminate at the end of the then current term.

1.2 Duties . Hughes shall perform all duties incident to the position of Chief Executive Officer, as well as any other duties as may from time to time be assigned by

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the Executive Chairman, the Board of Directors or the Corporation, or their designee, and shall abide by all bylaws, policies, practices, procedures, or rules of the Corporation.

1.3 Exclusive Services and Best Efforts . Hughes shall devote his best efforts, energies and skill to the discharge of the duties and responsibilities attributable to his position, and to this end, he will devote his full time and attention exclusively to the business and affairs of the Corporation. Hughes shall not take personal advantage of any business opportunities that arise during his employment and that may benefit the Corporation. All material facts regarding such opportunities must be promptly reported to the Board of Directors of the Corporation for consideration by the Corporation. All business revenues, commissions or fees produced or transacted through the efforts of Hughes are the sole and exclusive property of the Corporation. Hughes will have no right to the business of the Corporation or to share in any revenues, commissions, or fees resulting from the conduct of the business other than the compensation, rights and benefits provided for in this Agreement.

2. Compensation. Rights and Benefits . As compensation for all services rendered to the Corporation during the term of this Agreement, in whatever capacity rendered, including any service as an officer or director of the Corporation, Hughes shall have and receive the following compensation, rights, and benefits:

2.1 Base Salary . During the employment term, the Corporation shall pay Hughes the initial base salary at a rate of Two Hundred and Ten Thousand Dollars ($210,000.00) per annum, payable in equal installments at such payment intervals are the usual custom of the Corporation, but not less often than monthly. The base salary shall be periodically reviewed by the Board of Directors, and at their discretion may be increased during the term of this Agreement.

2.2 Benefit Plans . During the employment term and as otherwise provided herein, Hughes and his dependents shall be entitled to participate in any and all employee welfare and health benefit plans (including, but not limited to, life insurance, health and medical, dental and disability plans), and other employee benefit plans, including but not limited to, qualified pension plans, 401(k) Plan and Stock Grant Plan established by the Corporation from time to time for the benefit of its employees. Hughes shall be required to comply with the conditions attendant to coverage by such plans and shall comply with and be entitled to benefits only in accordance with the terms and conditions of such plans as may be amended from time to time. Nothing in this Agreement shall be construed a requiring the Corporation to establish or continue any particular benefit plan in discharge of its obligations under this Agreement.

2.3 Long Term Disability Insurance . During the term of this Agreement, the Corporation agrees to provide Hughes with additional compensation to assist in purchasing a long term disability insurance policy. Hughes shall be the sole owner of the policy and shall be solely responsible to the insurance company for premiums on the policy. Premiums on such disability insurance shall be reimbursed by the Corporation to Hughes up to an amount not to exceed ___$6,000____ Dollars annually. Hughes shall be solely responsible for all federal, state and local taxes, if any, on the reimbursement of premiums on such insurance on his behalf by the Corporation.

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2.4 Health Insurance . During the term of this Agreement, the Corporation agrees to provide Hughes with additional compensation to assist in purchasing health insurance coverage for Hughes and his dependents. Hughes shall be solely responsible to the insurance company for premiums on the policy. Premiums on such health insurance shall be reimbursed by the Corporation to Hughes up to an amount not to exceed eighteen thousand ($18,000.00) Dollars annually. Hughes shall be solely responsible for all federal, state and local taxes, if any, on the reimbursement of premiums on such insurance on his behalf by the Corporation.

2.5 Life Insurance . During the term of this Agreement, the Corporation agrees to provide Hughes with additional compensation to assist in purchasing life insurance cover on the life of Hughes in the face amount of Two Hundred Fifty Thousand Dollars ($250,000.00). Hughes shall be solely responsible to the insurance company for premiums on the policy. Premiums on such life insurance shall be reimbursed by the Corporation to Hughes up to an amount not to exceed twelve hundred ($1,200.00) Dollars annually. Hughes shall be solely responsible for all federal, state and local taxes, if any, on the reimbursement of premiums on such insurance on his behalf by the Corporation.

2.6 Paid Time Off and Other Benefits . Hughes is currently entitled to twenty (20) days of paid time off: Said paid time off shall increase by five (5) days per annum commencing two (2) years from the date of this Agreement and accrue by five (5) days per annum every two (2) years thereafter. Paid time off shall increase to such time Hughes has accrued six (6) weeks, at such time he will have accrued the maximum allowed under the Company’s paid time off policy. In addition thereto, Hughes is entitled to payment or reimbursement of all reasonable, ordinary, and necessary business expenses incurred by Hughes in the performance of his responsibilities and the promotion of Corporation’s businesses, including, without limitation, air travel and lodging, automobile and related expenses, and cellular phone charges. Hughes shall submit to the Corporation periodic statements of all expenses so incurred. Subject to such audits as the Corporation may deem necessary, the Corporation shall reimburse Hughes the full amount of any such expenses advanced by him in the ordinary course of business.

3. Termination of Service and this Agreement . The employment of Hughes by the Corporation in this Agreement shall terminate upon the occurrence of any of the following events:

3.1 Death . Hughes’ employment with Corporation and this Agreement shall terminate on the date of Hughes’ death, in which event the base salary, incentive bonus stock appreciation right, benefits and reimbursable expenses owing to Hughes through the date of his death shall be paid to his estate. Hughes’ estate will not be entitled to any other compensation under this Agreement and the Corporation shall have no further obligation or liability to his estate.

3.2 Disability . If during the employment term, Hughes becomes unable to perform substantially all of the duties and services required of him under this Agreement for a period of sixty (60) consecutive days during any 12-month period due to physical or mental illness or incapacity in the opinion of a medical doctor, the Corporation may, upon at least ten (10) days· prior written notice given at the time after the expiration of

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such sixty (60) day period, notify Hughes of its intention to terminate this Agreement as of the date set forth in the notice. The date of termination in the notice shall be after the waiting period required under any applicable disability insurance coverage maintained by Hughes as set forth above. In case of such termination, Hughes shall be entitled to receive base salary, incentive bonus, stock appreciation right, benefits, and reimbursable expenses owing to Hughes through the date of termination in addition to any and all benefits set forth above.

3.3 Termination Without Cause . Either party may terminate this Agreement without cause upon thirty (30) days’ written notice. Upon such termination by Hughes, the Corporation shall be released from any and all further obligations under this Agreement, except that the Corporation shall be obligated to pay Hughes his base salary, incentive bonus, stock appreciation right, benefits, and reimbursable expenses owing to Hughes through the date on which his employment is terminated. Hughes obligations of noncompetition and nondisclosure of confidential information under Section 4 of this Agreement shall continue pursuant to the terms and conditions of this Agreement. If the Corporation terminates this Agreement without cause, Hughes shall receive as a severance benefit the equivalent of the twenty-four (24) months at his highest salary and incentive bonus, at the Date of Termination, less deductions required by law, payable immediately following the termination date, without interest, if, and only if, Hughes signs a valid and general release or all claims against the Corporation in a form provided by the Corporation.

3.4 Change of Control . In the event there occurs a “Change of Control” (as defined below) of the Corporation and within a period of six (6) months thereafter, Hughes has been terminated without cause or constructively terminated, Hughes will be entitled to two (2) years’ salary, a payment in an amount which shall be calculated on the basis of twenty-four (24) months of Hughes’ highest salary paid plus accrued but unused vacation at the Date of Termination or Date of Resignation, less deductions required by law, payable immediately following the termination date. For purposes of this Agreement, “Change of Control”· means:

(a) Any change in the holding of the shares in the capital of the Corporation as a result of which an entity or group of entities acting jointly or in concert (whether by means of a shareholder agreement or otherwise) or entities associated or affiliated with any such entity or group other than Hughes and Hughes’ associates becomes the owner, legal or beneficial directly or indirectly, of fifty percent (50%) or more of the shares in the capital of the Corporation or exercises control or direction over fifty percent (50%) or more of the shares in the capital of the Corporation; or

(b) a sale, lease or other disposition of all or substantially all of the property or assets of the Corporation (other than to an affiliate which assumes all of the obligations of the Corporation to Hughes including the assumption of this Agreement); or

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all of the persons where the beneficial owners of the shares in the capital of the Corporation immediately prior to such reorganization, amalgamation, merger or plan or arrangement do not, following any such event, beneficially own, directly or indirectly, more than fitly percent (50%) of the aggregate voting power of all outstanding equity shares of the Corporation or the voting power of all outstanding equity shares of any applicable surviving entity of the Corporation as a result of such transaction; or

(d) a change in the composition of the Board of Directors which occurs at a single meeting of the shareholders of the Corporation or upon the execution of a shareholder’s resolution, such that individuals who are members of the Board of Directors immediately prior to such meeting or resolution cease to constitute a majority of the Board of Directors, without the Board of Directors, as constituted, immediately prior to such meeting or resolution, having approved of such change.

3.6 Resignation Due to Change of Control . The parties acknowledge that, given the particular enterprise and business of the Corporation, it is crucial and necessary that Hughes maintain a close relationship with the Corporation based on mutual loyalty, respect and trust. Accordingly, Hughes agrees that if he elects to resign based on the sole reason that there has been a “Change of Control” of the Corporation, then Hughes may give Notice of Resignation in writing to the Corporation. The Notice of Resignation must contain at least one (1) month’s notice and not more than two (2) months’ notice. Hughes must exercise this right within three (3) months of the takeover of control as referred to herein.

At the time of resignation, the Corporation shall be obligated to provide Hughes with a severance payment on the last day of employment which shall consist of the following amounts:

(a) an amount equal to the amount, if any of any awards previously made to Hughes which have not been paid;

(b) in lieu of further salary for periods subsequent to the Date of Termination or Date of Resignation, an amount which shall be calculated on the basis of twenty-four (24) months of Hughes’ salary plus accrued but unused vacation, such payment calculated on Hughes’ annual salary at the highest rate in effect during the twelve (12) month period immediately preceding the Date of Resignation;

(c) any unexercised stock options of the Corporation previously granted to Hughes shall remain outstanding until the end of the term they were granted. Upon receiving notice to exercise (the “Exercise Notice”) for any of the Remaining Options, the Corporation will provide Hughes, according to instruction given at such Exercise Notice, with the share certificate for such an exercise, within a reasonable time and no longer than seven (7) business days.

3.8 Termination for Cause . At any time, upon written notice as required and as set forth below and upon a super majority vote of the Board of Directors (defined as

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2/3 of the number of existing board members rounded down to the nearest integer), the Board of Directors may terminate this Agreement for cause. In the event the Board of Directors makes a determination that Hughes has engaged in actions or conduct described in subparagraphs (a) through (f) as set forth below, the Board of Directors shall provide Hughes thirty (30) days’ written notice thereof and an opportunity to cure the termination within the 30 day notice period. Upon such termination, the Corporation shall be released from any and all further obligations under this Agreement, except for base salary, benefits, and reimbursable expenses owing to Hughes through the termination date. The Corporation shall have no further obligation or liability to Hughes specifically, including, without limitation, the incentive bonus addressed in Section 2.2 of this Agreement and the severance benefit addressed in Sections 3.3 and 3.4 of this Agreement. Hughes’·obligations of noncompetition and nondisclosure of confidential information under Section 4 of this Agreement shall continue under the terms and conditions of this Agreement. For purposes of this Agreement, for cause termination of Hughes shall include, without limitation, the following:

(a) disobedience of orders or directives of the Board of Directors of the Corporation or interference with the performance by other employees of their duties if such disobedience or interference either is of such a nature that no reasonable doubt can exist as to its adverse effect on the Corporation or continues after a specific instruction relating thereto have been given by or under the authority of the Board of Directors of the Corporation;

(b) material acts of dishonesty, disloyalty or competition related to the business of the Corporation or its relationship with employees, clients, insurance carriers, vendors, or others with whom the Corporation does business, including, without limitation, the violation of any noncompetition or similar agreement with the Corporation;

(c) refusal or failure to furnish significant information concerning the Corporation’s affairs as reasonably requested by or under the authority of the Board of Directors of the Corporation, or material falsification of such information;

(d) any other action or course of conduct which has or reasonably will have an adverse effect on the Corporation or its business or financial position, if such action or course of conduct either is of such a nature that no reasonable doubt can exist as to its adverse effect of the Corporation or continues after specific instruction relating thereto has been given by or under the authority of the Board of Directors of the Corporation;

(e) conviction of a crime involving acts constituting fraud, embezzlement, intentional dishonesty, or similar conductor the conviction of a felony; or

(f) substance, chemical, alcohol dependency, or addictions which in the good faith of the Board of Directors of the Corporation, impairs one’s ability to meet the responsibilities of his position.

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4. Noncompetition and Confidential Information . Hughes acknowledges that his position with the Corporation is special, unique, and intellectual in character and his position in the Corporation will place him in a position of confidence and trust with employees and clients of the Corporation. In consideration of the compensation, rights and benefits provided for in this Agreement, Hughes agrees to the noncompetition and nondisclosure provisions set forth below.

4.1 Noncompetition . During the employment term Hughes will not, without the written approval or consent of the Board of Directors, directly or indirectly:

(a) whether as director, officer, consultant, principal employee, agent or otherwise, engage in or contribute Hughes’ knowledge and abilities to any business or entity in competition with the Corporation unless that competition and/or business originated from activities, business or personal relationships and/or assets controlled by or known to Hughes prior to Hughes’ employment with the Corporation;

(b) employ or attempt to employ or assist anyone in employing any person who is an employee of the Corporation or was an employee of the Corporation during the previous two (2) year period; or

(c) attempt in any manner to solicit from any client business of the type performed by the Corporation or persuade any client of the Corporation to cease doing business or reduce the amount of business that such client has customarily done with the Corporation.

4.2 Confidentiality . Hughes acknowledges that he will have access to certain proprietary and confidential information of the Corporation and its clients, including, but not limited to, financial information of the Corporation. Hughes shall not use or disclose any confidential information during the term of this Agreement or for a period of two (2) years thereafter other than in connection with performing his services for the Corporation in accordance with this Agreement.

4.3 Confidential Information .

(a) For purposes of this Agreement, “Confidential Information” shall mean information that the Corporation discloses to Hughes during the course of the parties’ business relationship. Confidential Information includes, without limitation, any and all proprietary and confidential information of either party, including, but not limited to, all intellectual property, including but not limited to patents, pending patents, patent applications, trademarks, copyrights and trade secrets; intangible assets; inventions; specifications; plans; formulas; prototypes; designs; drawings; diagrams; know-how; compilations; data; techniques; information relating to processes, technologies or theory; materials; business records; customer lists and the identity of customers; supplier agreements and the identity of suppliers; employee lists; partnership or joint venture agreements; license agreements; strategic information; financial statements or projects; business plans; marketing plans; operating plans; methods of conducting or obtaining business; pricing and cost information; policies and procedures; business and employment manuals; internal communications; business

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communications with clients, suppliers and affiliates; and any or all other information that may be disclosed by the Corporation to Hughes that Hughes knows, has reason to know, or reasonably should know is proprietary or confidential in nature.

(b) Confidential Information shall not include any information however designated that “(i) is or subsequently becomes publicly available without Hughes’ breach of any obligation owed the Corporation; (ii) became independently known to Hughes on a non-confidential basis prior to the Corporation’s disclosure of such information to Hughes under the terms of this Agreement; (iii) become known to Hughes from a source other than the Corporation other than by the breach of an obligation of confidentiality owed to the Corporation; or (iv) is independently developed by Hughes.

(c) Hughes may disclose Confidential Information of the Corporation in accordance with a judicial or other governmental order provided that Hughes either (i) gives the Corporation reasonable notice prior to such disclosure to allow the Corporation a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation.

4.5 Enforcement . Hughes acknowledges that the restrictions set forth in this section are reasonable and necessary to protect the goodwill of the Corporation. If any of the covenants set forth are deemed to be invalid or unenforceable based upon the duration or otherwise, the parties contemplate that such provision shall be modified to make them enforceable to the fullest extent permitted by law. In the event of a breach or a threatened breach by Hughes of the provisions set forth in this section, Hughes acknowledges that the Corporation will be irreparably harmed and that monetary damages shall be an inefficient remedy to the Corporation. Therefore, Hughes consents to enforcement of this Section 4 by means of temporary and permanent injunction and other appropriate equitable relief in any competent court, in addition to any other remedies the Corporation may have under this Agreement or otherwise.

4.6 Intellectual Property . The Corporation has employed Hughes so anything Hughes produces during the employment term is the property of the Corporation. Any industry related writing, invention, design, system, process, development or discovery conceived, developed, created or made by Hughes alone or with others, during the period of his employment hereunder and applicable to the business of the Corporation, whether or not patentable, registerable, or copyrightable shall become the sole and exclusive property of the Corporation. Hughes shall disclose the same promptly and completely to the Corporation and shall during the period of his employment hereunder, and at any time and from time to time hereafter:

(a) execute all documents requested by the Corporation for vesting in the Corporation the entire right, title and interest in and to the same,

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(b) execute all documents requested by the Corporation for filing such applications for and procuring patents, trademarks, service marks or copyrights as the Corporation, in its sole discretion, may desire to prosecute, and

(c) give the Corporation all assistance it may reasonably require, including the giving of testimony in any suit, action, investigation or other proceeding, in order to obtain, maintain, and protect Corporation’s right therein and thereto.

5. Post-Employment Obligations .

5.1 Company Property . All records, files, lists, including computer generated lists, drawings, documents, equipment, and similar items relating to the Corporation’s business that Hughes shall prepare or receive from the Corporation shall remain the Corporation’s sole and exclusive property. Upon termination of this Agreement, Hughes shall promptly return to the Corporation all property of the Corporation in his possession. Hughes further represents that he will not copy or cause to be copied, print out, or cause to be printed out, any software, documents or other materials originating with or belonging to the Corporation. Hughes additionally represents that, upon termination of his employment with the Corporation, he will not retain in his possession any such software, documents or other materials.

5.2 Cooperation . Hughes agrees that both during and after his employment he shall, at the request of the Corporation, render all assistance and perform all lawful acts that the Corporation considers necessary or advisable in connection with any litigation involving the Corporation or any director, officer, employee, shareholder, agent, representative, consultant, client or vendor of the Corporation.

6. Miscellaneous Provisions

6.1 Resolution of Disputes . The parties agree that they will attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Agreement. If the dispute is not resolved by these negotiations, the parties agree that any and all disputes, claims, or controversies arising out of or relating to this Agreement shall be submitted to a mutually acceptable mediator for resolution within forty-five (45) days of a written request for mediation submitted by a party. The parties will participate in the mediation in good faith and they will share equally in its costs, including the fees of the mediator. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any employees, are confidential, privileged and inadmissible for any purpose, including impeachment, and any arbitration or other proceedings involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or nondiscoverable as a result of its use in the mediation. Any dispute, claim or controversy arising out of or relating to this Agreement or breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to mediate or arbitrate, not resolved by mediation shall be submitted for final and binding arbitration to a mutually acceptable arbitrator within forty-five (45) days of a written request for arbitration submitted by either party. If the parties are

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unable to agree upon a mutually acceptable single arbitrator, the arbitration shall be conducted by a panel consisting of three (3) arbitrators. Each of the parties shall have the right to designate one arbitrator, and the two (2) arbitrators so designated shall, within a period of ten (10) days from the date of their selection, designate in writing the third arbitrator, who shall act as chairperson of the board of arbitration so formed. Judgment on the arbitration award may be entered in any court having jurisdiction. The prevailing party in arbitration shall be entitled to reimbursement from the other party of costs of arbitration, including without limitation, attorney fees and costs. The provisions of this Section 6.1 may be enforced by any court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorney’s fees to be paid by the party against whom enforcement is ordered. Notwithstanding the foregoing, any party may apply to a court of competent jurisdiction, for any temporary, preliminary, or permanent injunctive relief. All parties acknowledge that each party’s obligation under this Agreement is unique and that if any party should default in its obligations under this Agreement, it would be extremely impracticable to measure the resulting damages. Accordingly, the non-defaulting party or parties, in addition to any other available rights or remedies, may sue in equity for specific performance and the parties each expressly waive the defense that a remedy in damages will be adequate.

6.2 Successors and Assigns . Neither this Agreement nor any of Hughes’ rights, powers, duties, or obligations hereunder, may be assigned by Hughes. This Agreement shall be binding upon and inure to the benefit of Hughes and his heirs and legal representatives and the Corporation and its successors. This Agreement may be assigned by the Corporation to its successors. Successors of the Corporation shall include, without limitation, any company or companies acquiring, directly or indirectly, all or substantially all of the assets of the Corporation, whether by merger, consolidation, purchase, lease or otherwise and such successor shall thereafter be deemed the Corporation for the purposes hereof.

6.3 Waiver . Any waiver or consent from the Corporation with respect to any term or provision of this Agreement or any other aspect of Hughes’ conduct or employment shall be effective only in the specific instance and for the specific purpose for which given and shall not be deemed, regardless of frequency given, to be further or a continuing waiver of consent. The failure or delay of the Corporation at any time or times to require performance of, or to exercise any of its powers, rights or remedies with respect to any term of provision of this Agreement or any other aspect of Hughes’ conduct or employment in no manner (except as otherwise expressly provided herein) shall affect the Corporation’s right at a later time to enforce any such term or provision.

6.4 Notices . Any and all notices required or permitted to be given under this Agreement shall be sufficient if furnished in writing, either personally, by mail or by electronic transmission, to the parties. If mailed, such notice is deemed to be delivered two (2) days after being deposited in the United States mail, addressed to Hughes at his last known address on file with the Corporation or to the Corporation’s principal offices in Spokane, Washington. If sent by electronic transmission, the notice is deemed delivered when sent provided a transmittal sheet or other confirmation verifying receipt is received by the sender.

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6.5 Amendment . No amendment or modification of this Agreement shall be valid or effective, unless in writing and signed by the parties to this Agreement.

6.6 Entire Agreement . This Agreement embodies the entire agreement of the parties hereto with respect to its subject matter and merges with and supersedes all prior discussions, agreements, commitments, or understandings of every kind and nature relating thereto, whether oral or written, between the Corporation and Hughes. Neither party shall be bound by any term or condition other than as expressly set forth herein.

6.7 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Washington.

6.8 Legal Representation . Michael A. Agostinelli of Lee & Hayes, PLLC, represents the Corporation. Hughes has been advised, and has had adequate time and opportunity, to seek independent legal counsel. Hughes acknowledges each of the following:

(a) He has availed himself of the right to independent legal counsel or has voluntarily waived such right;

(b) He has carefully read and fully understands all provision of this Agreement;

(c) His decision to execute this Agreement has not been obtained by any duress and he freely and voluntarily enters into this Agreement;

(d) He is competent to execute this Agreement; and

(e) He has read this document in its entirety and fully understands the meaning, intent, and consequences of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date indicated below their signatures to be effective as of January 1, 2013.

HUNT MINING CORP.

By		MATTHEW J. HUGHES
	___________, Executive Officer	MATTHEW J. HUGHES

	“Corporation”	“Hughes”

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Exhibit 10.5

HUNT MINING CORP.

EXECUTIVE EMPLOYMENT AGREEMENT

TIMOTHY R. HUNT

Dated Effective ______________, 2013

HUNT MINING CORP.

EXECUTIVE EMPLOYMENT AGREEMENT

TIMOTHY R. HUNT

Dated Effective ________________, 2013

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made by and between HUNT MINING CORP., a Canadian corporation (“Corporation”), with its principal offices located at 108 N. Washington, Suite 302, Spokane, WA 99201 and Timothy R. Hunt (“Hunt”), an individual, residing at Spokane, Washington.

BACKGROUND

A. HUNT has provided valuable services to the Corporation and is considered integral to further the growth, development, and financial success of the Corporation.

B. Corporation desires to continue to retain the services of HUNT as Executive Chairman of the Corporation and in so doing benefit from his professional and dedicated services essential to the long range success of the Corporation.

C. Corporation and HUNT desire to enter into this Agreement to set forth all applicable terms and conditions of the employment relationship between the Corporation and HUNT.

1. Employment of HUNT . Corporation continues to employ HUNT and HUNT continues to accept employment, upon the terms and conditions set forth in this Agreement.

1.1 Term . The Executive’s term of employment under this agreement (such term of employment, as it may be extended or terminated, is herein referred to as the “Employment Term”) shall be for a term commencing on the Effective Date and, unless terminated earlier as provided in Section 3 hereof, ending on the anniversary of the Effective Date (the “Original Employment Term”), provided that the Employment Term shall be automatically extended, subject to earlier termination as provided in Section 3 hereof, for successive additional one (1) year periods (the “Additional Terms”), unless, at least 30 days prior to the end of the Original Employment Term or the then Additional Term, the Company or the Executive has notified the other in writing that the Employment Term shall terminate at the end of the then current term.

1.2 Duties . HUNT shall perform all duties incident to the position of Executive Chairman, as well as any other duties as may from time to time be assigned by

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the Board of Directors of the Corporation, or their designee, and shall abide by all bylaws, policies, practices, procedures, or rules of the Corporation.

1.3 Exclusive Services and Best Efforts . HUNT shall devote his best efforts, energies and skill to the discharge of the duties and responsibilities attributable to his position, and to this end, he will devote his full time and attention exclusively to the business and affairs of the Corporation. HUNT shall not take personal advantage of any business opportunities that arise during his employment and that may benefit the Corporation. All material facts regarding such opportunities must be promptly reported to the Board of Directors of the Corporation for consideration by the Corporation. All business revenues, commissions or fees produced or transacted through the efforts of HUNT are the sole and exclusive property of the Corporation. HUNT will have no right to the business of the Corporation or to share in any revenues, commissions, or fees resulting from the conduct of the business other than the compensation, rights and benefits provided for in this Agreement.

2. Compensation. Rights and Benefits . As compensation for all services rendered to the Corporation during the term of this Agreement, in whatever capacity rendered, including any service as an officer or director of the Corporation, HUNT shall have and receive the following compensation, rights, and benefits:

2.1 Base Salary . During the employment term, the Corporation shall pay HUNT the initial base salary at a rate of Once Hundred and Twenty Five Thousand Dollars ($125,000.00) per annum, payable in equal installments at such payment intervals as are the usual custom of the Corporation, but not less often than monthly. The base salary shall be periodically reviewed by the Board of Directors, and at their discretion may be increased during the term of this Agreement.

2.2 Benefit Plans . During the employment term and as otherwise provided herein, HUNT and his dependents shall be entitled to participate in any and all employee welfare and health benefit plans (including, but not limited to, life insurance, health and medical, dental and disability plans), and other employee benefit plans, including but not limited to, qualified pension plans, 401(k) Plan and Stock Grant Plan established by the Corporation from time to time for the benefit of its employees. HUNT shall be required to comply with the conditions attendant to coverage by such plans and shall comply with and be entitled to benefits only in accordance with the terms and conditions of such plans as may be amended from time to time. Long Term Disability Insurance. During the term of this Agreement, the Corporation agrees to provide HUNT with additional compensation to assist in purchasing a long term disability insurance policy. HUNT shall be the sole owner of the policy and shall be solely responsible to the insurance company for premiums on the policy. Premiums on such disability insurance shall be reimbursed by the Corporation to HUNT up to an amount not to exceed ___$6,000____ Dollars

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annually. HUNT shall be solely responsible for all federal, state and local taxes, if any, on the reimbursement of premiums on such insurance on his behalf by the Corporation.

2.3 Long Term Disability Insurance . During the term of this Agreement, the Corporation agrees to provide HUNT with additional compensation to assist in purchasing a long term disability insurance policy. HUNT shall be the sole owner of the policy and shall be solely responsible to the insurance company for premiums on the policy. Premiums on such disability insurance shall be reimbursed by the Corporation to HUNT up to an amount not to exceed ___$6,000____ Dollars annually. HUNT shall be solely responsible for all federal, state and local taxes, if any, on the reimbursement of premiums on such insurance on his behalf by the Corporation.

2.4 Health Insurance . During the term of this Agreement, the Corporation agrees to provide HUNT with additional compensation to assist in purchasing health insurance coverage for HUNT and his dependents. HUNT shall be solely responsible to the insurance company for premiums on the policy. Premiums on such health insurance shall be reimbursed by the Corporation to HUNT up to an amount not to exceed eighteen thousand ($18,000.00) Dollars annually. HUNT shall be solely responsible for all federal, state and local taxes, if any, on the reimbursement of premiums on such insurance on his behalf by the Corporation.

2.5 Life Insurance . During the term of this Agreement, the Corporation agrees to provide HUNT with additional compensation to assist in purchasing life insurance cover on the life of HUNT in the face amount of Once Hundred Twenty Five Thousand Dollars ($125,000.00). HUNT shall be solely responsible to the insurance company for premiums on the policy. Premiums on such life insurance shall be reimbursed by the Corporation to HUNT up to an amount not to exceed twelve hundred ($1,200.00) Dollars annually. HUNT shall be solely responsible for all federal, state and local taxes, if any, on the reimbursement of premiums on such insurance on his behalf by the Corporation.

2.6 Paid Time Off and Other Benefits . HUNT is currently entitled to twenty (20) days of paid time off: Said paid time off shall increase by five (5) days per annum commencing two (2) years from the date of this Agreement and accrue by five (5) days per annum every two (2) years thereafter. Paid time off shall increase to such time HUNT has accrued six (6) weeks, at such time he will have accrued the maximum allowed under the Company’s paid time off policy. In addition thereto, HUNT is entitled to payment or reimbursement of all reasonable, ordinary, and necessary business expenses incurred by HUNT in the performance of his responsibilities and the promotion of Corporation’s businesses, including, without limitation, air travel and lodging, automobile and related expenses, and cellular phone charges. HUNT shall submit to the Corporation periodic statements of all expenses so incurred. Subject to such audits as the Corporation may deem necessary, the Corporation shall reimburse HUNT the full amount of any such expenses advanced by him in the ordinary course of business.

3. Termination of Service and this Agreement . The employment of HUNT by the Corporation in this Agreement shall terminate upon the occurrence of any of the following events:

3.1 Death . HUNT’s employment with Corporation and this Agreement shall

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terminate on the date of HUNT’s death, in which event the base salary, incentive bonus stock appreciation right, benefits, paid time off and reimbursable expenses owing to HUNT through the date of his death shall be paid to his estate. HUNT’s estate will not be entitled to any other compensation under this Agreement and the Corporation shall have no further obligation or liability to his estate.

3.2 Disability . If during the employment term, HUNT becomes unable to perform substantially all of the duties and services required of him under this Agreement for a period of sixty (60) consecutive days during any 12-month period due to physical or mental illness or incapacity in the opinion of a medical doctor, the Corporation may, upon at least ten (10) days’ prior written notice given at the time after the expiration of such sixty (60) day period, notify HUNT of its intention to terminate this Agreement as of the date set forth in the notice. The date of termination in the notice shall be after the waiting period required under any applicable disability insurance coverage maintained by HUNT as set forth above. In case of such termination, HUNT shall be entitled to receive base salary, incentive bonus, stock appreciation right, benefits, paid time off and reimbursable expenses owing to HUNT through the date of termination in addition to any and all benefits set forth above.

3.3 Termination Without Cause . Either party may terminate this Agreement without cause upon thirty (30) days’ written notice. Upon such termination by HUNT, the Corporation shall be released from any and all further obligations under this Agreement, except that the Corporation shall be obligated to pay HUNT his base salary, incentive bonus, stock appreciation right, benefits, paid time off and reimbursable expenses owing to HUNT through the date on which his employment is terminated. HUNT’s obligations of noncompetition and nondisclosure of confidential information under Section 4 of this Agreement shall continue pursuant to the terms and conditions of this Agreement. If the Corporation terminates this Agreement without cause, HUNT shall receive as a severance benefit the equivalent of the twenty-four (24) months at his highest salary and incentive bonus, at the Date of Termination, less deductions required by law, payable immediately following the termination date, without interest, if, and only if, HUNT signs a valid and general release or all claims against the Corporation in a form provided by the Corporation.

3.4 Change of Control . In the event there occurs a “Change of Control” (as defined below) of the Corporation and within a period of six (6) months thereafter, HUNT has been terminated without cause or constructively terminated, HUNT will be entitled to two (2) years’ salary, a payment in an amount which shall be calculated on the basis of twenty-four (24) months of HUNT’s highest salary paid plus accrued but unused paid time off at the Date of Termination or Date of Resignation, less deductions required by law, payable immediately following the termination date. For purposes of this Agreement, “Change of Control”· means:

(a) Any change in the holding of the shares in the capital of the Corporation as a result of which an entity or group of entities acting jointly or in concert (whether by means of a shareholder agreement or otherwise) or entities associated or affiliated with any such entity or group other than HUNT and HUNT’s associates becomes the owner, legal or beneficial, directly or indirectly, of fifty percent (50%) or more of the shares in the capital of the Corporation or

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exercises control or direction over fifty percent (50%) or more of the shares in the capital of the Corporation; or

(b) a sale, lease or other disposition of all or substantially all of the property or assets of the Corporation (other than to an affiliate which assumes all of the obligations of the Corporation to HUNT including the assumption of this Agreement); or

(c) a reorganization, amalgamation or merger (or plan of arrangement in connection with any of the foregoing), other than solely involving the Corporation and one of more of its affiliates, with respect to which substantially all of the persons where the beneficial owners of the shares in the capital of the Corporation immediately prior to such reorganization, amalgamation, merger or plan or arrangement do not, following any such event, beneficially own, directly or indirectly, more than fifty percent (50%) of the aggregate voting power of all outstanding equity shares of the Corporation or the voting power of all outstanding equity shares of any applicable surviving entity of the Corporation as a result of such transaction; or

3.6 Resignation Due to Change of Control . The parties acknowledge that, given the particular enterprise and business of the Corporation, it is crucial and necessary that HUNT maintain a close relationship with the Corporation based on mutual loyalty, respect and trust. Accordingly, HUNT agrees that if he elects to resign based on the sole reason that there has been a “Change of Control” of the Corporation, then HUNT may give Notice of Resignation in writing to the Corporation. The Notice of Resignation must contain at least one (1) months’ notice and not more than two (2) months’ notice. HUNT must exercise this right within three (3) months of the takeover of control as referred to herein.

At the time of resignation, the Corporation shall be obligated to provide HUNT with a severance payment on the last day of employment which shall consist of the following amounts:

(a) an amount equal to the amount, if any of any awards previously made to HUNT which have not been paid;

(b) in lieu of further salary for periods subsequent to the Date of Termination or Date of Resignation, an amount which shall be calculated on the basis of twenty-four (24) months of HUNT’ salary plus accrued but unused paid time off, such payment calculated on HUNT’ annual salary at the highest rate in effect during the twelve (12) month period immediately preceding the Date of Resignation;

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(c) any unexercised stock options of the Corporation previously granted to HUNT shall remain outstanding until the end of the term they were granted. Upon receiving notice to exercise (the “Exercise Notice”) for any of the Remaining Options, the Corporation will provide HUNT, according to instruction given at such Exercise Notice, with the share certificate for such an exercise, within a reasonable time and no longer than seven (7) business days.

3.8 Termination for Cause . At any time, upon written notice as required and as set forth below and upon a super majority vote of the Board of Directors (defined as 2/3 of the number of existing board members rounded down to the nearest integer), the Board of Directors may terminate this Agreement for cause. In the event the Board of Directors makes a determination that HUNT has engaged in actions or conduct described in subparagraphs (a) through (f) as set forth below, the Board of Directors shall provide HUNT thirty (30) days’ written notice thereof and an opportunity to cure the termination within the 30 day notice period. Upon such termination, the Corporation shall be released from any and all further obligations under this Agreement, except for base salary, benefits, paid time off and reimbursable expenses owing to HUNT through the termination date. The Corporation shall have no further obligation or liability to HUNT specifically, including, without limitation, the incentive bonus addressed in Section 2.2 of this Agreement and the severance benefit addressed in Sections 3.3 and 3.4 of this Agreement. HUNT’·obligations of noncompetition and nondisclosure of confidential information under Section 4 of this Agreement shall continue under the terms and conditions of this Agreement. For purposes of this Agreement, for cause termination of HUNT shall include, without limitation, the following:

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Board of Directors of the Corporation;

(e) conviction of a crime involving acts constituting fraud, embezzlement, intentional dishonesty, or similar conduct, or the conviction of a felony; or

(f) substance, chemical, alcohol dependency, or addictions which in the good faith of the Board of Directors of the Corporation, impairs one’s ability to meet the responsibilities of his position.

4. Noncompetition and Confidential Information . HUNT acknowledges that his position with the Corporation is special, unique, and intellectual in character and his position in the Corporation will place him in a position of confidence and trust with employees and clients of the Corporation. In consideration or the compensation, rights and benefits provided for in this Agreement, HUNT agrees to the noncompetition and nondisclosure provisions set forth below.

4.1 Noncompetition . During the employment term HUNT will not, without the written approval or consent of the Board of Directors, directly or indirectly:

(a) whether as director, officer, consultant, principal employee, agent or otherwise, engage in or contribute HUNT’ knowledge and abilities to any business or entity in competition with the Corporation unless that competition and/or business originated from activities, business or personal relationships and/or assets controlled by or known to HUNT prior to HUNT’ employment with the Corporation;

(b) employ or attempt to employ or assist anyone in employing any person who is an employee of the Corporation or was an employee of the Corporation during the previous two (2) year period; or

4.2 Confidentiality . HUNT acknowledges that he will have access to certain proprietary and confidential information of the Corporation and its clients, including, but not limited to, financial information of the Corporation. HUNT shall not use or disclose any confidential information during the term of this Agreement or for a period of two (2) years thereafter other than in connection with performing his services for the Corporation in accordance with this Agreement.

4.3 Confidential Information .

(a) For purposes of this Agreement, “Confidential Information” shall mean information that the Corporation discloses to HUNT during the course of the parties’ business relationship. Confidential Information includes, without

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limitation, any and all proprietary and confidential information of either party, including, but not limited to, all intellectual property, including but not limited to patents, pending patents, patent applications, trademarks, copyrights and trade secrets; intangible assets; inventions; specifications; plans; formulas; prototypes; designs; drawings; diagrams; know-how; compilations; data; techniques; information relating to processes, technologies or theory; materials; business records; customer lists and the identity of customers; supplier agreements and the identity of suppliers; employee lists; partnership or joint venture agreements; license agreements; strategic information; financial statements or projects; business plans; marketing plans; operating plans; methods of conducting or obtaining business; pricing and cost information; policies and procedures; business and employment manuals; internal communications; business communications with clients, suppliers and affiliates; and any or all other information that may be disclosed by the Corporation to HUNT that HUNT knows, has reason to know, or reasonably should know is proprietary or confidential in nature.

(b) Confidential Information shall not include any information however designated that “(i) is or subsequently becomes publicly available without HUNT’ breach of any obligation owed the Corporation; (ii) became independently known to HUNT on a non-confidential basis prior to the Corporation’s disclosure of such information to HUNT under the terms of this Agreement; (iii) become known to HUNT from a source other than the Corporation other than by the breach of an obligation of confidentiality owed to the Corporation; or (iv) is independently developed by HUNT.

(c) HUNT may disclose Confidential Information of the Corporation in accordance with a judicial or other governmental order provided that HUNT either (i) gives the Corporation reasonable notice prior to such disclosure to allow the Corporation a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation.

4.5 Enforcement . HUNT acknowledges that the restrictions set forth in this section are reasonable and necessary to protect the goodwill of the Corporation. If any of the covenants set forth are deemed to be invalid or unenforceable based upon the duration or otherwise, the parties contemplate that such provision shall be modified to make them enforceable to the fullest extent permitted by law. In the event of a breach or a threatened breach by HUNT of the provisions set forth in this section, HUNT acknowledges that the Corporation will be irreparably harmed and that monetary damages shall be an inefficient remedy to the Corporation. Therefore, HUNT consents to enforcement of this Section 4 by means of temporary and permanent injunction and other appropriate equitable relief in any competent court, in addition to any other remedies the Corporation may have under this Agreement or otherwise.

4.6 Intellectual Property . The Corporation has employed HUNT so anything HUNT produces during the employment term is the property of the Corporation. Any industry related writing, invention, design, system, process, development or discovery conceived, developed, created or made by HUNT alone or with others, during the period of his employment hereunder and applicable to the business of the Corporation, whether or

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not patentable, registerable, or copyrightable shall become the sole and exclusive property of the Corporation. HUNT shall disclose the same promptly and completely to the Corporation and shall during the period of his employment hereunder, and at any time and from time to time hereafter:

(a) execute all documents requested by the Corporation for vesting in the Corporation the entire right, title and interest in and to the same,

5. Post-Employment Obligations .

5.1 Company Property . All records, files, lists, including computer generated lists, drawings, documents, equipment, and similar items relating to the Corporation’s business that HUNT shall prepare or receive from the Corporation shall remain the Corporation’s sole and exclusive property. Upon termination of this Agreement, HUNT shall promptly return to the Corporation all property of the Corporation in his possession. HUNT further represents that he will not copy or cause to be copied, print out, or cause to be printed out, any software, documents or other materials originating with or belonging to the Corporation. HUNT additionally represents that, upon termination of his employment with the Corporation, he will not retain in his possession any such software, documents or other materials.

5.2 Cooperation . HUNT agrees that both during and after his employment he shall, at the request of the Corporation, render all assistance and perform all lawful acts that the Corporation considers necessary or advisable in connection with any litigation involving the Corporation or any director, officer, employee, shareholder, agent, representative, consultant, client or vendor of the Corporation.

6. Miscellaneous Provisions

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any arbitration or other proceedings involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or nondiscoverable as a result of its use in the mediation. Any dispute, claim or controversy arising out of or relating to this Agreement or breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to mediate or arbitrate, not resolved by mediation shall be submitted for final and binding arbitration to a mutually acceptable arbitrator within forty-five (45) days of a written request for arbitration submitted by either party. If the parties are unable to agree upon a mutually acceptable single arbitrator, the arbitration shall be conducted by a panel consisting of three (3) arbitrators. Each of the parties shall have the right to designate one arbitrator, and the two (2) arbitrators so designated shall, within a period of ten (10) days from the date of their selection, designate in writing the third arbitrator, who shall act as chairperson of the board of arbitration so formed. Judgment on the arbitration award may be entered in any court having jurisdiction. The prevailing party in arbitration shall be entitled to reimbursement from the other party of costs of arbitration, including without limitation, attorney fees and costs. The provisions of this Section 6.1 may be enforced by any court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorney’s fees to be paid by the party against whom enforcement is ordered. Notwithstanding the foregoing, any party may apply to a court of competent jurisdiction, for any temporary, preliminary, or permanent injunctive relief. All parties acknowledge that each party’s obligation under this Agreement is unique and that if any party should default in its obligations under this Agreement, it would be extremely impracticable to measure the resulting damages. Accordingly, the non-defaulting party or parties, in addition to any other available rights or remedies, may sue in equity for specific performance and the parties each expressly waive the defense that a remedy in damages will be adequate.

6.2 Successors and Assigns . Neither this Agreement nor any of HUNT’s rights, powers, duties, or obligations hereunder, may be assigned by HUNT. This Agreement shall be binding upon and inure to the benefit of HUNT and his heirs and legal representatives and the Corporation and its successors. This Agreement may be assigned by the Corporation to its successors. Successors of the Corporation shall include, without limitation, any company or companies acquiring, directly or indirectly, all or substantially all of the assets of the Corporation, whether by merger, consolidation, purchase, lease or otherwise and such successor shall thereafter be deemed the Corporation for the purposes hereof.

6.3 Waiver . Any waiver or consent from the Corporation with respect to any term or provision of this Agreement or any other aspect of HUNT’s conduct or employment shall be effective only in the specific instance and for the specific purpose for which given and shall not be deemed, regardless of frequency given, to be further or a continuing waiver of consent. The failure or delay of the Corporation at any time or times to require performance of, or to exercise any of its powers, rights or remedies with respect to any term of provision of this Agreement or any other aspect of HUNT’s conduct or employment in no manner (except as otherwise expressly provided herein) shall affect the Corporation’s right at a later time to enforce any such term or provision.

6.4 Notices . Any and all notices required or permitted to be given under this Agreement shall be sufficient if furnished in writing, either personally, by mail or by

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electronic transmission, to the parties. If mailed, such notice is deemed to be delivered two (2) days after being deposited in the United States mail, addressed to HUNT at his last known address on file with the Corporation or to the Corporation’s principal offices in Spokane, Washington. If sent by electronic transmission, the notice is deemed delivered when sent provided a transmittal sheet or other confirmation verifying receipt is received by the sender.

6.5 Amendment . No amendment or modification of this Agreement shall be valid or effective, unless in writing and signed by the parties to this Agreement.

6.6 Entire Agreement . This Agreement embodies the entire agreement of the parties hereto with respect to its subject matter and merges with and supersedes all prior discussions, agreements, commitments, or understandings of every kind and nature relating thereto, whether oral or written, between the Corporation and HUNT. Neither party shall be bound by any term or condition other than as expressly set forth herein.

6.7 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Washington.

6.8 Legal Representation . Michael A. Agostinelli of Lee & Hayes, PLLC, represents the Corporation. HUNT has been advised, and has had adequate time and opportunity, to seek independent legal counsel. HUNT acknowledges each of the following:

(a) He has availed himself of the right to independent legal counsel or has voluntarily waived such right;

(b) He has carefully read and fully understands all provision of this Agreement;

(c) His decision to execute this Agreement has not been obtained by any duress and he freely and voluntarily enters into this Agreement;

(d) He is competent to execute this Agreement; and

(e) He has read this document in its entirety and fully understands the meaning, intent, and consequences of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date indicated below their signatures to be effective as of _______________, 2013.

HUNT MINING CORP.

By
	___________, Chair of Compensation Committee	MR. HUNT

	“Corporation”	“HUNT”

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Exhibit 10.6

HUNT MINING CORP.

EXECUTIVE EMPLOYMENT AGREEMENT

DANILO P. SILVA

Dated Effective _______________, 2012

HUNT MINING CORP.

EXECUTIVE EMPLOYMENT AGREEMENT

DANILO SILVA

Dated Effective _______________ , 2012

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made by and between HUNT MINING CORP., a Canadian corporation (“Corporation”), with its principal offices located at 1611 N. Molter Road, Suite 201, Liberty Lake, Washington 99019 and DANILO SILVA, an individual, residing at Buenos Aires, Argentina (“Silva”).

BACKGROUND

A. Silva has provided valuable services to the Corporation over the past several years and is considered integral to further the growth, development, and financial success of the Corporation.

B. Corporation desires to continue to retain the services of Silva as President of its subsidiary Cerro Cazador S.A. (CCSA) and in so doing benefit from his professional and dedicated services essential to the long range success of the Corporation.

C. Corporation and Silva desire to enter into this Agreement to set forth all applicable terms and conditions of the employment relationship between the Corporation and Silva.

1. Employment of Silva. Corporation continues to employ Silva and Silva continues to accept employment, upon the terms and conditions set forth in this Agreement .

1.1 Term . This Agreement is dated effective as of ______________, 2012 and shall continue for a period of one (1) year unless terminated by either party in accordance with the termination provisions set forth in Section 3 of this Agreement.

1.2 Duties . Silva shall perform all duties incident to the position of President of CCSA, as well as any other duties as may from time to time be assigned by the President of Hunt Mining Corp, the Executive Chairman, or the Board of Directors of the Corporation, or their designee, and shall abide by all bylaws, policies, practices, procedures, or rules of the Corporation.

1.3 Exclusive Services and Best Efforts . Silva shall devote his best efforts, energies and skill to the discharge of the duties and responsibilities attributable to his

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position, and to this end, he will devote his full time and attention exclusively to the business and affairs of the Corporation. Silva shall not take personal advantage of any business opportunities that arise during his employment and that may benefit the Corporation. All material facts regarding such opportunities must be promptly reported to the Board of Directors of the Corporation for consideration by the Corporation. All business revenues, commissions or fees produced or transacted through the efforts of Silva are the sole and exclusive property of the Corporation. Silva will have no right to the business of the Corporation or to share in any revenues, commissions, or fees resulting from the conduct of the business other than the compensation, rights and benefits provided for in this Agreement.

2. Compensation, Rights and Benefits . As compensation for all services rendered to the Corporation during the term of this Agreement, in whatever capacity rendered, including any service as an officer or director of the Corporation, Silva shall have and receive the following compensation, rights, and benefits:

2.1 Base Salary . During the employment term, the Corporation shall pay Silva the initial base salary at a rate of One Hundred Eighty Thousand Dollars ($180,000.00) per annum, payable in equal installments at such payment intervals are the usual custom of the Corporation, but not less often than monthly. The base salary shall be periodically reviewed by the Board of Directors, and at their discretion may be increased during the term of this Agreement.

2.2 Paid Time Off and Other Benefits . Silva is currently entitled to twenty (20) days of paid time off: Said paid time off shall increase by five (5) days per annum commencing two (2) years from the date of this Agreement and accrue by five (5) days per annum every two (2) years thereafter. Paid time off shall increase to such time Silva has accrued six (6) weeks, at such time he will have accrued the maximum allowed under the Company’s paid time off policy . In addition thereto, Silva is entitled to payment or reimbursement of all reasonable, ordinary, and necessary business expenses incurred by Silva in the performance of his responsibilities and the promotion of Corporation’s businesses, including, without limitation, air travel and lodging, automobile and related expenses, and cellular phone charges. Silva shall submit to the Corporation periodic statements of all expenses so incurred. Subject to such audits as the Corporation may deem necessary, the Corporation shall reimburse Silva the full amount of any such expenses advanced by him in the ordinary course of business.

3. Termination of Service and this Agreement . The employment of Silva by the Corporation in this Agreement shall terminate upon the occurrence of any of the following events:

3.1 Death . Silva’s employment with Corporation and this Agreement shall terminate on the date of Silva’s death, in which event the base salary, incentive bonus stock appreciation right, benefits and reimbursable expenses owing to Silva through the date of his death shall be paid to his estate. Silva’s estate will not be entitled to any other compensation under this Agreement and the Corporation shall have no further obligation or liability to his estate.

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3.2 Disability . If, during the employment term, Silva becomes unable to perform substantially all of the duties and services required of him under this Agreement for a period of sixty (60) consecutive days during any 12-month period due to physical or mental illness or incapacity in the opinion of a medical doctor, the Corporation may, upon at least ten (10) days’ prior written notice given at the time after the expiration of such sixty (60) day period, notify Silva of its intention to terminate this Agreement as of the date set forth in the notice. The date of termination in the notice shall be after the waiting period required under any applicable disability insurance coverage maintained by Silva as set forth above. In case of such termination, Silva shall be entitled to receive base salary, incentive bonus, stock appreciation right, benefits, and reimbursable expenses owing to Silva through the date of termination in addition to any and all benefits set forth above.

3.3 Termination Without Cause . Either party may terminate this Agreement without cause upon thirty (30) days’ written notice. Upon such termination by Silva, the Corporation shall be released from any and all further obligations under this Agreement, except that the Corporation shall be obligated to pay Silva his base salary, incentive bonus, stock appreciation right, benefits, and reimbursable expenses owing to Silva through the date on which his employment is terminated. Silva’s obligations of noncompetition and nondisclosure of confidential information under Section 4 of this Agreement shall continue pursuant to the terms and conditions of this Agreement. If the Corporation terminates this Agreement without cause, Silva shall receive as a severance benefit the equivalent of the two (2) years at his highest salary and incentive bonus paid Silva, plus accrued but unused vacation at the Date of Termination, less deductions required by law, payable immediately following the termination date, without interest, if, and only if, Silva signs a valid and general release or all claims against the Corporation in a form provided by the Corporation.

3.4 Change of Control . In the event there occurs a “Change of Control” (as defined below) of the Corporation and within a period of six (6) months thereafter, Silva has been terminated without cause or constructively terminated, Silva will be entitled to a payment in the mount of one (1) year salary based on the highest salary paid plus accrued but unused vacation, less deductions required by law, payable immediately following the termination date. For purposes of this Agreement, “Change of Control”· means:

(a) Any change in the holding of the shares in the capital of the Corporation as a result of which an entity or group of entities acting jointly or in concert (whether by means of a shareholder agreement or otherwise) or entities associated or affiliated with any such entity or group other than Silva and Silva’s associates becomes the owner, legal or beneficial, directly or indirectly, of fifty percent (50%) or more of the shares in the capital of the Corporation or exercises control or direction over fifty percent (50%) or more of the shares in the capital of the Corporation; or

(b) a sale, lease or other disposition of all or substantially all of the property or assets of the Corporation (other than to an affiliate which assumes all

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of the obligations of the Corporation to Silva including the assumption of this Agreement); or

3.6 Resignation Due to Change of Control . The parties acknowledge that, given the particular enterprise and business of the Corporation, it is crucial and necessary that Silva maintain a close relationship with the Corporation based on mutual loyalty, respect and trust. Accordingly, Silva agrees that if he elects to resign based on the sole reason that there has been a “Change of Control” of the Corporation, then Silva may give Notice of Resignation in writing to the Corporation. The Notice of Resignation must contain at least one (1) month’s notice and not more than two (2) months’ notice. Silva must exercise this right within three (3) months of the takeover of contro1 as referred to herein.

at the time of resignation, the Corporation shall be obligated to provide Silva with a severance payment on the last day of employment which shall consist of the following amounts:

(a) an amount equal to the amount, if any of any awards previously made to Silva which have not been paid;

(b) in lieu of further salary for periods subsequent to the Date of Termination or Date of Resignation, an amount which shall be calculated on the basis of twelve (12) months of Silva’s salary plus accrued but unused vacation, such payment calculated on Silva’s annual salary at the highest rate in effect during the twelve (12) month period immediately preceding the Date of Termination or Date of Resignation;

(c) any unexercised stock options of the Corporation previously granted to Silva shall remain outstanding until the end of the term they were

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granted. Upon receiving notice to exercise (the “Exercise Notice”) for any of the Remaining Options, the Corporation will provide Silva, according to instruction given at such Exercise Notice, with the share certificate for such an exercise, within a reasonable time and no longer than seven (7) business days.

3.8 Termination for Cause . At any time, upon written notice as required and as set forth below and upon a super majority vote of the Board of Directors (defined as 2/3 of the number of existing board members rounded down to the nearest integer), the Board of Directors may terminate this Agreement for cause. In the event the Board of Directors makes a determination that Silva has engaged in actions or conduct described in subparagraphs (a) through (f) as set forth below, the Board of Directors shall provide Silva thirty (30) days’ written notice thereof and an opportunity to cure the termination within the 30 day notice period. Upon such termination, the Corporation shall be released from any and all further obligations under this Agreement, except for base salary, benefits, and reimbursable expenses owing to Silva through the termination date. The Corporation shall have no further obligation or liability to Silva specifically, including, without limitation, the incentive bonus addressed in Section 2.2 of this Agreement and the severance benefit addressed in Sections 3.3 and 3.4 of this Agreement. Silva’·obligations of noncompetition and nondisclosure of confidential information under Section 4 or this Agreement shall continue under the terms and conditions of this Agreement. For purposes of this Agreement, for cause termination of Silva shall include, without limitation, the following:

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(e) conviction of a crime involving acts constituting fraud, embezzlement, intentional dishonesty, or similar conductor the conviction of a felony; or

(f) substance, chemical, alcohol dependency, or addictions which in the good faith of the Board of Directors of the Corporation, impairs one’s ability to meet the responsibilities of his position.

4. Noncompetition and Confidential Information . Silva acknowledges that his position with the Corporation is special, unique, and intellectual in character and his position in the Corporation will place him in a position of confidence and trust with employees and clients of the Corporation. In consideration of the compensation, rights and benefits provided for in this Agreement, Silva agrees to the noncompetition and nondisclosure provisions set forth below.

4.1 Noncompetition . During the employment term Silva will not, without the written approval or consent of the Board of Directors, directly or indirectly:

(a) whether as director, officer, consultant, principal employee, agent or otherwise, engage in or contribute Silva’s knowledge and abilities to any business or entity in competition with the Corporation;

(b) employ or attempt to employ or assist anyone in employing any person who is an employee of the Corporation or was an employee of the Corporation during the previous two (2) year period; or

4.2 Confidentiality . Silva acknowledges that he will have access to certain proprietary and confidential information of the Corporation and its clients, including, but not limited to, financial information of the Corporation. Silva shall not use or disclose any confidential information during the term of this Agreement or for a period of two (2) years thereafter other than in connection with performing his services for the Corporation in accordance with this Agreement.

4.3 Confidential Information .

(a) For purposes of this Agreement, “Confidential Information” shall mean information that the Corporation discloses to Silva during the course of the parties’ business relationship. Confidential Information includes, without limitation, any and all proprietary and confidential information of either party, including, but not limited to, all intellectual property, including but not limited to patents, pending patents, patent applications, trademarks, copyrights and trade secrets; intangible assets; inventions; specifications; plans; formulas; prototypes; designs; drawings; diagrams; know-how; compilations; data; techniques;

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information relating to processes, technologies or theory; materials; business records; customer lists and the identity of customers; supplier agreements and the identity of suppliers; employee lists; partnership or joint venture agreements; license agreements; strategic information; financial statements or projects; business plans; marketing plans; operating plans; methods of conducting or obtaining business; pricing and cost information; policies and procedures; business and employment manuals; internal communications; business communications with clients, suppliers and affiliates; and any or all other information that may be disclosed by the Corporation to Silva that Silva knows, has reason to know, or reasonably should know is proprietary or confidential in nature.

(b) Confidential Information shall not include any information however designated that “(i) is or subsequently becomes publicly available without Silva’ breach of any obligation owed the Corporation; (ii) became independently know to Silva on a non-confidential basis prior to the Corporation’s disclosure of such information to Silva under the terms of this Agreement; (iii) become known to Silva from a source other than the Corporation other than by the breach of an obligation of confidentiality owed to the Corporation; or (iv) is independently developed by Silva.

(c) Silva may disclose Confidential Information of the Corporation in accordance with a judicial or other governmental order, provided that Silva either (i) gives the Corporation reasonable notice prior to such disclosure to allow the Corporation a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation.

4.5 Enforcement . Silva acknowledges that the restrictions set forth in this section are reasonable and necessary to protect the goodwill of the Corporation. If any of the covenants set forth are deemed to be invalid or unenforceable based upon the duration or otherwise, the parties contemplate that such provision shall be modified to make them enforceable to the fullest extent permitted by law. In the event of a breach or a threatened breach by Silva of the provisions set forth in this section, Silva acknowledges that the Corporation will be irreparably harmed and that monetary damages shall be an inefficient remedy to the Corporation. Therefore, Silva consents to enforcement of this Section 4 by means of temporary and permanent injunction and other appropriate equitable relief in any competent court, in addition to any other remedies the Corporation may have under this Agreement or otherwise.

4.6 Intellectual Property . The Corporation has hired Silva to work full-time so anything Silva produces during the employment term is the property of the Corporation. Any writing, invention, design, system, process, development or discovery conceived, developed, created or made by Silva alone or with others, during the period of his employment hereunder and applicable to the business of the Corporation, whether or not patentable, registerable, or copyrightable shall become the sole and exclusive property of the Corporation. Silva shall disclose the same promptly and completely to the

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Corporation and shall during the period of his employment hereunder, and at any time and from time to time hereafter:

(a) execute all documents requested by the Corporation for vesting in the Corporation the entire right, title and interest in and to the same,

5. Post-Employment Obligations .

5.1 Company Property . All records, files, lists, including computer generated lists, drawings, documents, equipment, and similar items relating to the Corporation’s business that Silva shall prepare or receive from the Corporation shall remain the Corporation’s sole and exclusive property. Upon termination of this Agreement, Silva shall promptly return to the Corporation all property of the Corporation in his possession. Silva further represents that he will not copy or cause to be copied, print out, or cause to be printed out, any software, documents or other materials originating with or belonging to the Corporation. Silva additionally represents that, upon termination of his employment with the Corporation, he will not retain in his possession any such software, documents or other materials.

5.2 Cooperation . Silva agrees that both during and after his employment he shall, at the request of the Corporation, render all assistance and perform all lawful acts that the Corporation considers necessary or advisable in connection with any litigation involving the Corporation or any director, officer, employee, shareholder, agent, representative, consultant, client or vendor of the Corporation.

6. Miscellaneous Provisions

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otherwise admissible or discoverable shall not be rendered inadmissible or nondiscoverable as a result of its use in the mediation. Any dispute, claim or controversy arising out of or relating to this Agreement or breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to mediate or arbitrate, not resolved by mediation shall be submitted for final and binding arbitration to a mutually acceptable arbitrator within forty-five (45) days of a written request for arbitration submitted by either party. If the parties are unable to agree upon a mutually acceptable single arbitrator, the arbitration shall be conducted by a panel consisting of three (3) arbitrators. Each of the parties shall have the right to designate one arbitrator, and the two (2) arbitrators so designated shall, within a period of ten (10) days from the date of their selection, designate in writing the third arbitrator, who shall act as chairperson of the board of arbitration so formed. Judgment on the arbitration award may be entered in any court having jurisdiction. The prevailing party in arbitration shall be entitled to reimbursement from the other party of costs of arbitration, including without limitation, attorney fees and costs. The provisions of this Section 6.1 may be enforced by any court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorney’s fees to be paid by the party against whom enforcement is ordered. Notwithstanding the foregoing, any party may apply to a court of competent jurisdiction, for any temporary, preliminary, or permanent injunctive relief. All parties acknowledge that each party’s obligation under this Agreement is unique and that if any party should default in its obligations under this Agreement, it would be extremely impracticable to measure the resulting damages. Accordingly, the non-defaulting party or parties, in addition to any other available rights or remedies, may sue in equity for specific performance and the parties each expressly waive the defense that a remedy in damages will be adequate.

6.2 Successors and Assigns . Neither this Agreement nor any of Silva’s rights, powers, duties, or obligations hereunder, may be assigned by Silva. This Agreement shall be binding upon and inure to the benefit of Silva and his heirs and legal representatives and the Corporation and its successors. This Agreement may be assigned by the Corporation to its successors. Successors of the Corporation shall include, without limitation, any company or companies acquiring, directly or indirectly, all or substantially all of the assets of the Corporation, whether by merger, consolidation, purchase, lease or otherwise and such successor shall thereafter be deemed the Corporation for the purposes hereof.

6.3 Waiver . Any waiver or consent from the Corporation with respect to any term or provision of this Agreement or any other aspect of Silva’s conduct or employment shall be effective only in the specific instance and for the specific purpose for which given and shall not be deemed, regardless of frequency given, to be further or a continuing waiver of consent. The failure or delay of the Corporation at any time or times to require performance of, or to exercise any of its powers, rights or remedies with respect to any term of provision of this Agreement or any other aspect of Silva’s conduct or employment in no manner (except as otherwise expressly provided herein) shall affect the Corporation’s right at a later time to enforce any such term or provision.

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6.4 Notices . Any and all notices required or permitted to be given under this Agreement shall be sufficient if furnished in writing, either personally, by mail or by electronic transmission, to the parties. If mailed, such notice is deemed to be delivered two (2) days after being deposited in the United States mail, addressed to Silva at his last known address on file with the Corporation or to the Corporation’s principal offices in Spokane, Washington. If sent by electronic transmission, the notice is deemed delivered when sent provided a transmittal sheet or other confirmation verifying receipt is received by the sender.

6.5 Amendment . No amendment or modification of this Agreement shall be valid or effective, unless in writing and signed by the parties to this Agreement.

6.6 Entire Agreement . This Agreement embodies the entire agreement of the parties hereto with respect to its subject matter and merges with and supersedes all prior discussions, agreements, commitments, or understandings of every kind and nature relating thereto, whether oral or written, between the Corporation and Silva. Neither party shall be bound by any term or condition other than as expressly set forth herein.

6.7 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Washington.

6.8 Legal Representation . Michael A. Agostinelli of Lee & Hayes, PLLC, represents the Corporation. Silva has been advised, and has had adequate time and opportunity, to seek independent legal counsel. Silva acknowledges each of the following:

(a) He has availed himself of the right to independent legal counsel or has voluntarily waived such right;

(b) He has carefully read and fully understands all provision of this Agreement;

(c) His decision to execute this Agreement has not been obtained by any duress and he freely and voluntarily enters into this Agreement;

(d) He is competent to execute this Agreement; and

(e) He has read this document in its entirety and fully understands the meaning, intent, and consequences of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date indicated below their signatures to be effective as of _______________, 2012.

HUNT MINING CORP.

By
	___________, President		DANILO SILVA

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	“Corporation”		“Silva”

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Exhibit 10.7

HUNT MINING CORP.

EXECUTIVE EMPLOYMENT AGREEMENT

MATTHEW A. FOWLER

Dated Effective January 1, 2013

HUNT MINING CORP.

EXECUTIVE EMPLOYMENT AGREEMENT

MATTHEW A. FOWLER

Dated Effective January 1, 2013

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made by and between HUNT MINING CORP., a Canadian corporation (“Corporation”), with its principal offices located at 108 N. Washington, Suite 302, Spokane, Washington 99201 and MATTHEW A. FOWLER, an individual, residing at Spokane, Washington (“Fowler”).

BACKGROUND

A. Fowler has been hired to provide valuable services to the Corporation and is considered integral to further the growth, development, and financial success of the Corporation.

B. Corporation desires to retain the services of Fowler as Chief Financial Officer of the Corporation and in so doing benefit from his professional and dedicated services essential to the long range success of the Corporation.

C. Corporation and Fowler desire to enter into this Agreement to set forth all applicable terms and conditions of the employment relationship between the Corporation and Fowler.

1. Employment of Fowler . Corporation desires to employ Fowler and Fowler continues to accept employment, upon the terms and conditions set forth in this Agreement.

1.1 Term . The Executive’s term of employment under this Agreement (such term of employment, as it may be extended or terminated, is herein referred to as the “Employment Term”) shall be for a term commencing on the Effective Date and, unless terminated earlier as provided in Section 3 hereof, ending on the anniversary of the Effective Date (the “Original Employment Term”), provided that the Employment Term hereof, for successive additional one (1) year periods (the “Additional Terms”), unless, at least 30 days prior to the end of the Original Employment Term or the then Additional Term, the Company or the Executive has notified the other in writing that the Employment Term shall terminate at the end of the then current term.

1.2 Duties . Fowler shall perform all duties incident to the position of Chief Financial Officer, as well as any other duties as may from time to time be assigned by the

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Board of Directors of the Corporation, or their designee, and shall abide by all bylaws, policies, practices, procedures, or rules of the Corporation.

1.3 Exclusive Services and Best Efforts . Fowler shall devote his best efforts, energies and skill to the discharge of the duties and responsibilities attributable to his position, and to this end, he will devote his full time and attention exclusively to the business and affairs of the Corporation. Fowler shall not take personal advantage of any business opportunities that arise during his employment and that may benefit the Corporation. All material facts regarding such opportunities must be promptly reported to the Board of Directors of the Corporation for consideration by the Corporation. All business revenues, commissions or fees produced or transacted through the efforts of Fowler are the sole and exclusive property of the Corporation. Fowler will have no right to the business of the Corporation or to share in any revenues, commissions, or fees resulting from the conduct of the business other than the compensation, rights and benefits provided for in this Agreement.

2. Compensation. Rights and Benefits . As compensation for all services rendered to the Corporation during the term of this Agreement, in whatever capacity rendered, including any service as an officer or director of the Corporation, Fowler shall have and receive the following compensation, rights, and benefits:

2.1 Base Salary . During the employment term, the Corporation shall pay Fowler the initial base salary at a rate of One Hundred Fifty-five Thousand Dollars ($155,000.00) per annum, payable in equal installments at such payment intervals as are the usual custom of the Corporation, but not less often than monthly. The base salary shall be periodically reviewed by the Board of Directors, and at their discretion may be increased during the term of this Agreement.

2.2 Benefit Plans . During the employment term and as otherwise provided herein, Fowler and his dependents shall be entitled to participate in any and all employee welfare and health benefit plans (including, but not limited to, life insurance, health and medical, dental and disability plans), and other employee benefit plans, including but not limited to, qualified pension plans, 401(k) Plan and Stock Grant Plan established by the Corporation from time to time for the benefit of its employees. Fowler shall be required to comply with the conditions attendant to coverage by such plans and shall comply with and be entitled to benefits only in accordance with the terms and conditions of such plans as may be amended from time to time. Nothing in this Agreement shall be construed as requiring the Corporation to establish or continue any particular benefit plan in discharge of its obligations under this Agreement.

2.3 Long Term Disability Insurance . During the term of this Agreement, the Corporation agrees to provide Fowler with additional compensation to assist in purchasing a long term disability insurance policy. Fowler shall be the sole owner of the policy and shall be solely responsible to the insurance company for premiums on the policy. Premiums on such disability insurance shall be reimbursed by the Corporation to Fowler up to an amount not to exceed Six Thousand ($6,000) Dollars annually.

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Fowler shall be solely responsible for all federal, state and local taxes, if any, on the reimbursement of premiums on such insurance on his behalf by the Corporation.

2.4 Health Insurance . During the term of this Agreement, the Corporation agrees to provide Fowler with additional compensation to assist in purchasing health insurance coverage for Fowler and his dependents. Fowler shall be solely responsible to the insurance company for premiums on the policy. Premiums on such health insurance shall be reimbursed by the Corporation to Fowler up to an amount not to exceed Eighteen Thousand ($18,000.00) Dollars annually. Fowler shall be solely responsible for all federal, state and local taxes, if any, on the reimbursement of premiums on such insurance on his behalf by the Corporation.

2.5 Life Insurance . During the term of this Agreement, the Corporation agrees to provide Fowler with additional compensation to assist in purchasing life insurance cover on the life of Fowler in the face amount of Two Hundred Fifty Thousand Dollars ($250,000.00). Fowler shall be solely responsible to the insurance company for premiums on the policy. Premiums on such life insurance shall be reimbursed by the Corporation to Fowler up to an amount not to exceed Twelve Thousand ($12,000.00) Dollars annually. Fowler shall be solely responsible for all federal, state and local taxes, if any, on the reimbursement of premiums on such insurance on his behalf by the Corporation.

2.6 Paid Time Off and Other Benefits . Fowler is currently entitled to ten (25) days of paid time off. Said paid time off shall increase by five (5) days per annum commencing two (2) years from the date of this Agreement and accrue by five (5) days per annum every two (2) years thereafter. Paid time off shall increase to such time Fowler has accrued six (6) weeks, at such time he will have accrued the maximum allowed under the Company’s paid time off policy. In addition thereto, Fowler is entitled to payment or reimbursement of all reasonable, ordinary, and necessary business expenses incurred by Fowler in the performance of his responsibilities and the promotion of Corporation’s businesses, including, without limitation, air travel and lodging, automobile and related expenses, and cellular phone charges. Fowler shall submit to the Corporation periodic statements of all expenses so incurred. Subject to such audits as the Corporation may deem necessary, the Corporation shall reimburse Fowler the full amount of any such expenses advanced by him in the ordinary course of business.

3. Termination of Service and this Agreement . The employment of Fowler by the Corporation in this Agreement shall terminate upon the occurrence of any of the following events:

3.1 Death . Fowler’s employment with Corporation and this Agreement shall terminate on the date of Fowler’s death, in which event the base salary, incentive bonus stock appreciation right, benefits and reimbursable expenses owing to Fowler through the date of his death shall be paid to his estate. Fowler’s estate will not be entitled to any other compensation under this Agreement and the Corporation shall have no further obligation or liability to his estate.

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3.2 Disability . If during the employment term, Fowler becomes unable to perform substantially all of the duties and services required of him under this Agreement for a period of sixty (60) consecutive days during any 12-month period due to physical or mental illness or incapacity in the opinion of a medical doctor, the Corporation may, upon at least ten (10) days’ prior written notice given at the time after the expiration of such sixty (60) day period, notify Fowler of its intention to terminate this Agreement as of the date set forth in the notice. The date of termination in the notice shall be after the waiting period required under any applicable disability insurance coverage maintained by Fowler as set forth above. In case of such termination, Fowler shall be entitled to receive base salary, incentive bonus, stock appreciation right, benefits, and reimbursable expenses owing to Fowler through the date of termination in addition to any and all benefits set forth above.

3.3 Termination Without Cause . Either party may terminate this Agreement without cause upon thirty (30) days’ written notice. Upon such termination by Fowler, the Corporation shall be released from any and all further obligations under this Agreement, except that the Corporation shall be obligated to pay Fowler his base salary, incentive bonus, stock appreciation right, benefits, and reimbursable expenses owing to Fowler through the date on which his employment is terminated. Fowler obligations of noncompetition and nondisclosure of confidential information under Section 4 of this Agreement shall continue pursuant to the terms and conditions of this Agreement. If the Corporation terminates this Agreement without cause, Fowler shall receive as a severance benefit the equivalent of the twenty-four (24) months at his highest salary and incentive bonus, at the date of termination, less deductions required by law, payable immediately following the termination date, without interest, if, and only if, Fowler signs a valid and general release or all claims against the Corporation in a form provided by the Corporation.

3.4 Change of Control . In the event there occurs a “Change of Control” (as defined below) of the Corporation and within a period of six (6) months thereafter, Fowler has been terminated without cause or constructively terminated, Fowler will be entitled to two (2) years’ salary, a payment in an amount which shall be calculated on the basis of twenty-four (24) months of Fowlers’ highest salary paid plus accrued but unused vacation at the Date of Termination or Date of Resignation, less deductions required by law, payable immediately following the termination date. For purposes of this Agreement, “Change of Control”·means:

(a) Any change in the holding of the shares in the capital of the Corporation as a result of which an entity or group of entities acting jointly or in concert (whether by means of a shareholder agreement or otherwise) or entities associated or affiliated with any such entity or group other than Fowler and Fowler’s associates becomes the owner, legal or beneficial directly or indirectly, of fifty percent (50%) or more of the shares in the capital of the Corporation or exercises control or direction over fifty percent (50%) or more of the shares in the capital of the Corporation; or

(b) a sale, lease or other disposition of all or substantially all of the property or assets of the Corporation (other than to an affiliate which assumes all

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of the obligations of the Corporation to Fowler including the assumption of this Agreement); or

(c) a reorganization, amalgamation or merger (or plan of arrangement in connection with any of the foregoing), other than solely involving the Corporation and one of more of its affiliates, with respect to which substantially all of the persons where the beneficial owners of the shares in the capital of the Corporation immediately prior to such reorganization, amalgamation, merger or plan or arrangement do not, following any such event, beneficially own, directly or indirectly, more than fitly percent (50%) of the aggregate voting power of all outstanding equity shares of the Corporation or the voting power of all outstanding equity shares of any applicable surviving entity of the Corporation as a result of such transaction; or

3.6 Resignation Due to Change of Control . The parties acknowledge that, given the particular enterprise and business of the Corporation, it is crucial and necessary that Fowler maintain a close relationship with the Corporation based on mutual loyalty, respect and trust. Accordingly, Fowler agrees that if he elects to resign based on the sole reason that there has been a “Change of Control” of the Corporation, then Fowler may give Notice of Resignation in writing to the Corporation. The Notice of Resignation must contain at least one (1) month’s notice and not more than two (2) months’ notice. Fowler must exercise this right within three (3) months of the takeover of control as referred to herein.

At the time of resignation, the Corporation shall be obligated to provide Fowler with a severance payment on the last day of employment which shall consist of the following amounts:

(a) an amount equal to the amount, if any of any awards previously made to Fowler which have not been paid;

(b) in lieu of further salary for periods subsequent to the Date of Termination or Date of Resignation, an amount which shall be calculated on the basis of twenty-four (24) months of Fowlers’ salary plus accrued but unused vacation, such payment calculated on Fowlers’ annual salary at the highest rate in effect during the twelve (12) month period immediately preceding the Date of Resignation;

(c) any unexercised stock options of the Corporation previously granted to Fowler shall remain outstanding until the end of the term they were

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granted. Upon receiving notice to exercise (the “Exercise Notice”) for any of the Remaining Options, the Corporation will provide Fowler, according to instruction given at such Exercise Notice, with the share certificate for such an exercise, within a reasonable time and no longer than seven (7) business days.

3.8 Termination for Cause . At any time, upon written notice as required and as set forth below and upon a super majority vote of the Board of Directors (defined as 2/3 of the number of existing board members rounded down to the nearest integer), the Board of Directors may terminate this Agreement for cause. In the event the Board of Directors makes a determination that Fowler has engaged in actions or conduct described in subparagraphs (a) through (f) as set forth below, the Board of Directors shall provide Fowler thirty (30) days’ written notice thereof and an opportunity to cure the termination within the 30 day notice period. Upon such termination, the Corporation shall be released from any and all further obligations under this Agreement, except for base salary, benefits, and reimbursable expenses owing to Fowler through the termination date. The Corporation shall have no further obligation or liability to Fowler specifically, including, without limitation, the severance benefit addressed in Sections 3.3 and 3.4 of this Agreement. Fowler’s·obligations of noncompetition and nondisclosure of confidential information under Section 4 of this Agreement shall continue under the terms and conditions of this Agreement. For purposes of this Agreement, for cause termination of Fowler shall include, without limitation, the following:

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(e) conviction of a crime involving acts constituting fraud, embezzlement, intentional dishonesty, or similar conduct, or the conviction of a felony; or

(f) substance, chemical, alcohol dependency, or addictions which in the good faith of the Board of Directors of the Corporation, impairs one’s ability to meet the responsibilities of his position.

4. Noncompetition and Confidential Information . Fowler acknowledges that his position with the Corporation is special, unique, and intellectual in character and his position in the Corporation will place him in a position of confidence and trust with employees and clients of the Corporation. In consideration of the compensation, rights and benefits provided for in this Agreement, Fowler agrees to the noncompetition and nondisclosure provisions set forth below.

4.1 Noncompetition . During the employment term Fowler will not, without the written approval or consent of the Board of Directors, directly or indirectly:

(a) whether as director, officer, consultant, principal employee, agent or otherwise, engage in or contribute Fowler’s knowledge and abilities to any business or entity in competition with the Corporation unless that competition and/or business originated from activities, business or personal relationships and/or assets controlled by or known to Fowler prior to Fowlers’ employment with the Corporation;

(b) employ or attempt to employ or assist anyone in employing any person who is an employee of the Corporation or was an employee of the Corporation during the previous two (2) year period; or

4.2 Confidentiality . Fowler acknowledges that he will have access to certain proprietary and confidential information of the Corporation and its clients, including, but not limited to, financial information of the Corporation. Fowler shall not use or disclose any confidential information during the term of this Agreement or for a period of two (2) years thereafter other than in connection with performing his services for the Corporation in accordance with this Agreement.

4.3 Confidential Information .

(a) For purposes of this Agreement, “Confidential Information” shall mean information that the Corporation discloses to Fowler during the course of the parties’ business relationship. Confidential Information includes, without limitation, any and all proprietary and confidential information of either party, including, but not limited to, all intellectual property, including but not limited to patents, pending patents, patent applications, trademarks, copyrights and trade

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secrets; intangible assets; inventions; specifications; plans; formulas; prototypes; designs; drawings; diagrams; know-how; compilations; data; techniques; information relating to processes, technologies or theory; materials; business records; customer lists and the identity of customers; supplier agreements and the identity of suppliers; employee lists; partnership or joint venture agreements; license agreements; strategic information; financial statements or projects; business plans; marketing plans; operating plans; methods of conducting or obtaining business; pricing and cost information; policies and procedures; business and employment manuals; internal communications; business communications with clients, suppliers and affiliates; and any or all other information that may be disclosed by the Corporation to Fowler that Fowler knows, has reason to know, or reasonably should know is proprietary or confidential in nature.

(b) Confidential Information shall not include any information however designated that “(i) is or subsequently becomes publicly available without Fowler’s breach of any obligation owed the Corporation; (ii) became independently known to Fowler on a non-confidential basis prior to the Corporation’s disclosure of such information to Fowler under the terms of this Agreement; (iii) become known to Fowler from a source other than the Corporation other than by the breach of an obligation of confidentiality owed to the Corporation; or (iv) is independently developed by Fowler.

(c) Fowler may disclose Confidential Information of the Corporation in accordance with a judicial or other governmental order provided that Fowler either (i) gives the Corporation reasonable notice prior to such disclosure to allow the Corporation a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation.

4.5 Enforcement . Fowler acknowledges that the restrictions set forth in this section are reasonable and necessary to protect the goodwill of the Corporation. If any of the covenants set forth are deemed to be invalid or unenforceable based upon the duration or otherwise, the parties contemplate that such provision shall be modified to make them enforceable to the fullest extent permitted by law. In the event of a breach or a threatened breach by Fowler of the provisions set forth in this section, Fowler acknowledges that the Corporation will be irreparably harmed and that monetary damages shall be an inefficient remedy to the Corporation. Therefore, Fowler consents to enforcement of this Section 4 by means of temporary and permanent injunction and other appropriate equitable relief in any competent court, in addition to any other remedies the Corporation may have under this Agreement or otherwise.

4.6 Intellectual Property . The Corporation has employed Fowler so anything Fowler produces during the employment term is the property of the Corporation. Any writing, invention, design, system, process, development or discovery conceived, developed, created or made by Fowler alone or with others, during the period of his employment hereunder and applicable to the business of the Corporation, whether

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or not patentable, registerable, or copyrightable shall become the sole and exclusive property of the Corporation. Fowler shall disclose the same promptly and completely to the Corporation and shall during the period of his employment hereunder, and at any time and from time to time hereafter:

(a) execute all documents requested by the Corporation for vesting in the Corporation the entire right, title and interest in and to the same,

5. Post-Employment Obligations .

5.1 Company Property . All records, files, lists, including computer generated lists, drawings, documents, equipment, and similar items relating to the Corporation’s business that Fowler shall prepare or receive from the Corporation shall remain the Corporation’s sole and exclusive property. Upon termination of this Agreement, Fowler shall promptly return to the Corporation all property of the Corporation in his possession. Fowler further represents that he will not copy or cause to be copied, print out, or cause to be printed out, any software, documents or other materials originating with or belonging to the Corporation. Fowler additionally represents that, upon termination of his employment with the Corporation, he will not retain in his possession any such software, documents or other materials.

5.2 Cooperation . Fowler agrees that both during and after his employment he shall, at the request of the Corporation, render all assistance and perform all lawful acts that the Corporation considers necessary or advisable in connection with any litigation involving the Corporation or any director, officer, employee, shareholder, agent, representative, consultant, client or vendor of the Corporation.

6. Miscellaneous Provisions

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confidential, privileged and inadmissible for any purpose, including impeachment, and any arbitration or other proceedings involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or nondiscoverable as a result of its use in the mediation. Any dispute, claim or controversy arising out of or relating to this Agreement or breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to mediate or arbitrate, not resolved by mediation shall be submitted for final and binding arbitration to a mutually acceptable arbitrator within forty-five (45) days of a written request for arbitration submitted by either party. If the parties are unable to agree upon a mutually acceptable single arbitrator, the arbitration shall be conducted by a panel consisting of three (3) arbitrators. Each of the parties shall have the right to designate one arbitrator, and the two (2) arbitrators so designated shall, within a period of ten (10) days from the date of their selection, designate in writing the third arbitrator, who shall act as chairperson of the board of arbitration so formed. Judgment on the arbitration award may be entered in any court having jurisdiction. The prevailing party in arbitration shall be entitled to reimbursement from the other party of costs of arbitration, including without limitation, attorney fees and costs. The provisions of this Section 6.1 may be enforced by any court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorney’s fees to be paid by the party against whom enforcement is ordered. Notwithstanding the foregoing, any party may apply to a court of competent jurisdiction, for any temporary, preliminary, or permanent injunctive relief. All parties acknowledge that each party’s obligation under this Agreement is unique and that if any party should default in its obligations under this Agreement, it would be extremely impracticable to measure the resulting damages. Accordingly, the non-defaulting party or parties, in addition to any other available rights or remedies, may sue in equity for specific performance and the parties each expressly waive the defense that a remedy in damages will be adequate.

6.2 Successors and Assigns . Neither this Agreement nor any of Fowler’s rights, powers, duties, or obligations hereunder, may be assigned by Fowler. This Agreement shall be binding upon and inure to the benefit of Fowler and his heirs and legal representatives and the Corporation and its successors. This Agreement may be assigned by the Corporation to its successors. Successors of the Corporation shall include, without limitation, any company or companies acquiring, directly or indirectly, all or substantially all of the assets of the Corporation, whether by merger, consolidation, purchase, lease or otherwise and such successor shall thereafter be deemed the Corporation for the purposes hereof.

6.3 Waiver . Any waiver or consent from the Corporation with respect to any term or provision of this Agreement or any other aspect of Fowler’s conduct or employment shall be effective only in the specific instance and for the specific purpose for which given and shall not be deemed, regardless of frequency given, to be further or a continuing waiver of consent. The failure or delay of the Corporation at any time or times to require performance of, or to exercise any of its powers, rights or remedies with respect to any term of provision of this Agreement or any other aspect of Fowler’s

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conduct or employment in no manner (except as otherwise expressly provided herein) shall affect the Corporation’s right at a later time to enforce any such term or provision.

6.4 Notices . Any and all notices required or permitted to be given under this Agreement shall be sufficient if furnished in writing, either personally, by mail or by electronic transmission, to the parties. If mailed, such notice is deemed to be delivered two (2) days after being deposited in the United States mail, addressed to Fowler at his last known address on file with the Corporation or to the Corporation’s principal offices in Spokane, Washington. If sent by electronic transmission, the notice is deemed delivered when sent provided a transmittal sheet or other confirmation verifying receipt is received by the sender.

6.5 Amendment . No amendment or modification of this Agreement shall be valid or effective, unless in writing and signed by the parties to this Agreement.

6.6 Entire Agreement . This Agreement embodies the entire agreement of the parties hereto with respect to its subject matter and merges with and supersedes all prior discussions, agreements, commitments, or understandings of every kind and nature relating thereto, whether oral or written, between the Corporation and Fowler. Neither party shall be bound by any term or condition other than as expressly set forth herein.

6.7 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Washington.

6.8 Legal Representation . Michael A. Agostinelli of Lee & Hayes, PLLC, represents the Corporation. Fowler has been advised, and has had adequate time and opportunity, to seek independent legal counsel. Fowler acknowledges each of the following:

(a) He has availed himself of the right to independent legal counsel or has voluntarily waived such right;

(b) He has carefully read and fully understands all provision of this Agreement;

(c) His decision to execute this Agreement has not been obtained by any duress and he freely and voluntarily enters into this Agreement;

(d) He is competent to execute this Agreement; and

(e) He has read this document in its entirety and fully understands the meaning, intent, and consequences of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date indicated below their signatures to be effective as of January 1, 2013.

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HUNT MINING CORP.

By	MATT HUGHES	MATTHEW A. FOWLER
	CEO, President	MATTHEW A. FOWLER

	“Corporation”	“Fowler”

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Exhibit 10.8

EXPLORATION AGREEMENT

made between

ELDORADO GOLD CORPORATION

and

HUNT MINING CORP .

Effective May 3, 2012

Exploration Agreement

TABLE OF CONTENTS

1.	DEFINITIONS AND INTERPRETATIONS.		1
	1.1	Definitions.	1
	1.2	Interpretations.	9
	1.3	Subsidiary involvement.	11
	1.4	Schedules.	11
2.	PURPOSE OF AGREEMENT.		12
	2.1	Purpose.	12
	2.2	Agreement Area.	12
	2.3	Project Development.	12
	2.4	Limited Exclusivity.	13
3.	REPRESENTATIONS AND WARRANTIES.		14
	3.1	Mutual Representations and Warranties.	14
	3.2	Representations and Warranties of the Hunt Parties.	16
4.	TECHNICAL COMMITTEE.		19
	4.1	Mandate.	19
	4.2	Powers.	19
	4.3	Excluded Powers.	19
	4.4	Composition.	19
	4.5	Meetings of the Technical Committee.	20
	4.6	Chairperson.	21
	4.7	Voting and Quorum.	21
	4.8	Minutes.	21
5.	OPERATOR – RIGHTS AND OBLIGATIONS.		22
	5.1	Operator.	22
	5.2	Removal of Operator.	22
	5.3	Third Party Operator.	23
	5.4	Authority of Operator.	23
	5.5	Operator’s Obligations.	23
	5.6	Insurance – Other Requirements.	25
	5.7	Funding of Expenditure.	26

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Exploration Agreement

	5.8	Expenditure Statement and Audit.	27
	5.9	Emergency Expenditures.	28
	5.10	Budget Overruns.	28
	5.11	Indemnity on Access.	28
	5.12	Operator’s Fee.	28
	5.13	Obligations to Inform.	28
	5.14	Registered Title during Option Period and Abandonment.	29
6.	TARGET PROJECTS.		29
	6.1	Identification of Projects.	29
	6.2	New Project.	29
	6.3	Acquisition of New Project.	30
	6.4	Submission of Target Projects and Required Information.	30
	6.5	Acceptance of New Project.	32
	6.6	Rejected New Projects.	33
	6.7	Assignment of Mineral Rights.	33
7.	ACCEFTED NEW PROJECT.		34
	7.1	Effect of New Project Acceptance Notice.	34
	7.2	Survival.	34
	7.3	Reporting and Related Obligations.	34
	7.4	Surrender or Abandonment.	35
	7.5	Stage 1.	35
	7.6	Stage 2.	35
8.	NEW PROJECT OPTION		36
	8.1	Option.	36
	8.2	New Project Security.	36
	8.3	Exercise of Option.	37
	8.4	Hunt Warranties.	37
	8.5	Transfer of Earned Interest under Option.	38
	8.6	Eldorado’s Election to Terminate Without Cause.	38
	8.7	Effect of Termination of Agreement.	38
	8.8	Effect of Termination of an Option.	38
	8.9	Post Termination Obligations.	40

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Exploration Agreement

9.	JOINT VENTURE.		40
	9.1	Application.	40
	9.2	Formation of Joint Venture.	40
	9.3	Joint Venture Company Agreement.	41
	9.4	Joint Venture Company.	41
	9.5	Assets of Joint Venture Company.	42
10.	INTELLECTUAL PROPERTY RIGHTS.		42
	10.1	Application.	42
	10.2	Warranty.	42
	10.3	Operation of Identity.	43
11.	ASSIGNMENT.		43
	11.1	Limitations on Assignments.	43
	11.2	Affiliates.	43
	11.3	Assignment by Eldorado.	44
	11.4	Exceptions.	44
	11.5	No Encumbrance.	44
	11.6	Change of Control of Hunt.	45
12.	FORCE MAJEURE.		45
	12.1	Notice of Force Majeure.	45
	12.2	Force Majeure notice.	45
	12.3	Obligation to remedy and mitigate.	45
	12.4	Effect of Force Majeure on Time and Payment.	46
13.	CONFIDENTIAL INFORMATION.		46
	13.1	Confidentiality.	46
	13.2	News Releases.	47
	13.3	Fraudulent or Negligent Disclosure.	48
	13.4	Effect of Disclosure.	48
14.	TERMINATION AND REMEDIES.		48
	14.1	Termination for Default.	48
	14.2	Consequences of termination.	50
15.	DISPUTE RESOLUTION.		50
	15.1	Disputes.	50

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Exploration Agreement

	15.2	Arbitration.	50
	15.3	Limitations of Action.	50
	15.4	Arbitral Rules.	51
	15.5	Inconsistency between Rules and Agreement.	51
	15.6	Place and language of Arbitration.	51
	15.7	Effect of Arbitration.	51
	15.8	Arbitrator.	51
	15.9	Confidentiality.	52
	15.10	Performance of obligations during Dispute.	52
	15.11	Costs.	52
	15.12	Consolidation of Arbitrations.	52
16.	NOTICE.		52
17.	BEST PRACTICES.		53
	17.1	Laws in respect of Corruption.	53
	17.2	Representations and Warranties of Parties.	54
18.	GENERAL.		55
	18.1	Identity.	55
	18.2	Parties.	55
	18.3	Relationship of Parties.	55
	18.4	No Holding Out.	56
	18.5	Recording of Agreement.	56
	18.6	Entire Agreement.	56
	18.7	Amendment and variation.	56
	18.8	Consents of Approvals.	56
	18.9	Waiver.	56
	18.10	Costs and outlays.	57
	18.11	Manner of Payment.	57
	18.12	Further Assurances.	57
	18.13	Special Remedies.	57
	18.14	Records and Data.	57
	18.15	Survival.	58
	18.16	Governing Law.	58

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Exploration Agreement

	18.17	Violation of Law of another Jurisdiction.	58
	18.18	Severability.	58
	18.19	Successors and Assigns.	59
	18.20	No third Party Rights.	59
	18.21	Counterparts.	59
	18.22	Execution – Authorized Officer to Sign.	59
1.	JOINT VENTURE COMPANY FORMATION.		1
2.	DEFINITIONS.		1
3.	BUSINESS OF JOINT VENTURE COMPANY.		4
4.	INITIAL PARTICIPATING INTERESTS AND SHARE CAPITAL CONTRIBUTIONS.		4
	4.1	Participating Interests.	4
	4.2	Share Capital Contributions.	4
5.	RIGHTS AND LIABILITIES OF PARTICIPANTS.		4
	5.1	Participants not Fiduciaries.	4
	5.2	Holding of Joint Venture Property.	5
6.	SHARE CAPITAL CONTRIBUTION.		5
	6.1	Obligation to Contribute.	5
	6.2	Timing of Contribution.	5
	6.3	Operator’s Cash Call Notices.	5
7.	BOARD.		5
	7.1	Establishment.	5
	7.2	Number of Members.	6
	7.3	Appointment of Members.	6
	7.4	Quorum.	6
	7.5	Votes.	6
	7.6	Chairperson.	6
	7.7	Decisions by Majority Vote.	6
	7.8	Unanimous Resolutions.	7
	7.9	Meetings of Board.	7
8.	OPERATOR.		7
	8.1	Operator and Removal of Operator.	7

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Exploration Agreement

	8.2	Operator Obligations.	7
	8.3	Prohibitions.	8
	8.4	Identification of Operator.	8
	8.5	Apportionment of Liability.	9
	8.6	Operator’s Fee.	9
9.	PROGRAMS AND PRODUCTIONS.		9
	9.1	Annual Programs and Budgets.	9
	9.2	Right of Participant to propose Program and Budget.	9
	9.3	Operator’s Authority.	10
10.	DILUTION.		10
	10.1	Election to Dilute.	10
	10.2	Consequence of Election.	10
	10.3	Dilution.	10
	10.4	Operator to Make Calculations.	11
	10.5	Failure to pay Contributions to Expenditure.	12
	10.6	Small Interests.	12
11.	PROJECT FINANCING.		12
	11.1	No Charging.	12
12.	ASSIGNMENT.		12
	12.1	Assignment to Affiliates.	12
	12.2	Assignment to Third Parties and Right of First Refusal.	13
	12.3	Pre-emptive Rights.	13
	12.4	General Requirements.	14
	12.5	Assignment by Eldorado CCSA.	15
13.	DEFAULT.		15
	13.1	Prior to Commercial Production.	15
	13.2	After Commercial Production.	15
14.	WITHDRAWAL AND WINDING UP.		16
15.	OTHER.		16
	15.1	Force Majeure.	16
	15.2	Confidentiality.	16
	15.3	Dispute Resolution.	16

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	15.4	Additional Provisions.	16



SCHEDULES

Schedule A-Agreement Area

Schedule B-Current CCSA Properties

Schedule C-JV Terms

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EXPLORATION AGREEMENT

THIS AGREEMENT made effective as of the 3 rd of May, 2012

BETWEEN:

Eldorado Gold Corporation , a company existing under the laws of Canada.

(“ Eldorado ”)

AND:

Hunt Mining Corp ., a company existing under the laws of the Province of Alberta

(“ Hunt ”)

AND:

Cerro Cazador S.A ., a Sociedad Anonima Incorporated under the laws of the Republic of Argentina

(“ CCSA ”)

INTRODUCTION:

The Parties wish to enter into a mineral exploration agreement for the purposes of exploring for and if warranted, developing deposits anywhere within the Agreement Area.

In consideration of , among other things, the mutual promises contained in this Agreement, the Parties agree as follows:

1. Definitions and Interpretations

1.1 Definitions

Unless the context otherwise requires, in the Agreement:

(a)

“Affiliate” has the meaning set of in the Canada Business Corporations Act ;

(b)

“Agreement” or “ this Agreement ” means this document including any schedule or appendix to it;

(c)

“Agreement Area” means the area shown as Schedule A; [NTD: ensure Schedule A includes GPS coordinates]

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(d)

“Approved Budget” means a Budget that is approved by the Technical Committee;

(e)

“Approved Program” means any Program approved by the Technical Committee;

(f)

“Bajo Pobre Project” has the meaning set out in Schedule B;

(g)

“BCICAC” has the meaning given in Section 15.4;

(h)

“Budget” means a detailed budget for the execution of Program which, for certainty, must make appropriate provision for any remediation or reclamation required as a consequence of Operations;

(i)

“Business Day” means any day other than a Saturday, Sunday or a public holiday in the place where an act is to be performed or a payment is to be made;

(j)

“Claim ” means any claim, action, proceeding, damage, loss, liability, cost, charge, expense, outgoing, payment or demand of any nature and whether past or future, fixed or unascertained, actual or contingent and whether at law, in equity, under statute, contract or otherwise;

(k)

“Commencement Date” means the date of this Agreement;

(l)

“Confidential information” has the meaning given in Section 13.1;

(m)

“Control” means, in relation to any person, possession, directly or indirectly, of the power to direct or cause direction of management and policies of that person through ownership of voting securities, contract, voting trust or otherwise;

(n)

“Current CCSA Properties” means the Projects detailed in Schedule B-1;

(o)

“Defaulting Party” has the meaning given in Section 14.1(a);

(p)

“Dispute ” has the meaning given in Section 15.1(a);

(q)

“ Dispute Notice” has the meaning given in Section 15.1 (a);

(r)

“Earned Interest” means an undivided right, title and ownership interest in:

(i)

the New Project to which a New Project Acceptance Notice corresponds; and

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Exploration Agreement

(ii)

any maps, drill core, samples, assays, geological and other technical reports, studies, designs, plans and financial or other records (whether in tangible or electronic form) related to the New Project to which a New Project Acceptance Notice corresponds in the possession or under the control of Hunt as at the Commencement Date or thereafter acquired by any Party or its Affiliates with respect to that New Project;

(s)

“Eldorado Affiliate” means an Affiliate of Eldorado;

(t)

“Eldorado Equipment” has the meaning given in Section 8.9;

(u)

“Eldorado Party” means Eldorado and/or an Eldorado Affiliate, as the context dictates;

(v)

“Encumbrance ” means any mortgage, charge, pledge, hypothecation, security interest, assignment, lien (statutory or otherwise), charge, title retention agreement or arrangement, option, license or license fee, royalty, production payment, back-in right, restrictive covenant or other encumbrance of any nature or any agreement to give or create any of the foregoing;

(w)

“Expenditure” means all costs and expenses of whatever kind or nature spend or incurred in the conduct of Operations on or in relation to the New Project including:

(i)

in acquiring negotiating or optioning a New Project, including:

(A)

monies needed to exercise any option or pay a purchase; and

(B)

taxes and costs payable by the Operator in becoming the registered holder and beneficial owner of the Mineral Rights comprising a New Project;

(ii)

in holding a New Project in good standing (including land maintenance costs and any monies expended as a required to comply with applicable law and regulations), in curing title defects and in acquiring and maintaining surface and other ancillary rights;

(iii)

in preparing for and in the application for and acquisition of environmental and other permits necessary or desirable to commence and complete exploration and development activities;

(iv)

in undertaking geophysical, geological surveys and airborne surveys, drilling, assaying and metallurgical testing in, on or in respect of a New Project, including costs of surface access, assays, metallurgical testing and other tests and analyses to

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Exploration Agreement

determine the quantity and quality of gold and other Minerals, water and other materials or substances;

(v)

in preparation of work programs and the presentation and reporting of data and other results obtained from those work programs including any program for the preparation on a feasibility study or other evaluation of a New Project;

(vi)

for environmental remediation and rehabilitation;

(vii)

in acquiring or obtaining the use of facilities, equipment or machinery, and for all parts, supplies and consumables;

(viii)

for salaries and wages for employees assigned to exploration and development activities;

(ix)

traveling expenses of all persons engaged in work with respect to and for the benefit of a New Project, including for their food, lodging and other reasonable needs;

(x)

payments to contractors or consultants for work done, services rendered or materials supplied;

(xi)

the cost of insurance premiums and performances bonds or other security;

(xii)

all taxes levied against or in respect of a New Project, or activities on a New Project; and

(xiii)

the Operator’s Fee;

(x)

“Exploration Data” means any map, drill core, sample, assay, geological, geophysical, geochemical or other technical report and any study, design, plan and financial or other record (whether in tangible or electronic form) related to a New Project or Operations in the possession or under the control of a Party or its Affiliates:

(y)

“Fomicruz Projects” means the La Josephine and La Valenciana projects of CCSA as detailed in Schedule B-2;

(z)

“Funding Notice” has the meaning given in Section 5.7(a);

(aa)

“Government Authority” means, for any country, such country and its government and any provincial, state, territorial, regional, municipal or local government or authority, quasi government authority, fiscal or judicial body, government or self regulatory authority, commission, board, tribunal, organization, or any regulatory administrative or other

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agency or any political or other subdivision, department, or branch of any of the foregoing.

(bb)

“Governmental Official” has the meaning given in Section 17.2(a)(i);

(cc)

“Hunt Affiliate” means” an affiliate of Hunt;

(dd)

“Hunt Party” means Hunt and /or a Hunt a Hunt Affiliate, as the context dictates;

(ee)

“Insolvent Party” has the meaning given in Section 14.1(b);

(ff)

“Intellectual Property Rights” includes all industrial and intellectual property rights whether protected by statue, at common law or in equity, including all copyright and similar rights which may be subsist or after the Commencement Date subsist in works or other subject matter, rights in relation to Inventions (including all patents and patent applications), trade secrets and know how, proprietary information, rights in relation to designs (whether or not registered), rights in relation to registered and unregistered trademarks, domain names, circuit layout designs and rights in relation to circuit layouts, but excludes non assignable moral rights and similar non assignable personal rights of authors and producers;

(gg)

“Joint Venture” means a commercial relationship between Eldorado or its nominee and CCSA as shareholders and, if applicable creditors, of the Joint Venture Company which established pursuant to Section 9.2;

(hh)

“Joint Venture Activities” has the meaning given in the JV Terms;

(ii)

“Joint Venture Company Agreement” means a shareholders agreement entered into between Eldorado or its nominee and CCSA pursuant to Section 9.3;

(jj)

“Joint Venture Company” has the meaning given in Section 0;

(kk)

“JV Terms” means the terms and conditions outlined in Schedule C which will form the basis of the Joint Venture Company Agreement;

(ll)

“Law” means any law in force from time to time, as amended, consolidated, supplemented or replaced, including:

(i)

any national, federal, provincial, territorial, state, regional, municipal, or local statue, law, by-law, rule, regulation, code, ordinance or rule of any applicable stock exchange;

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Exploration Agreement

(ii)

any judgment, decree, writ, administrative interpretation, guideline, policy, injunction, order or the like, of any Governmental Authority;

(iii)

common law or equity;

(iv)

any Governmental Authority standard, protocol, order, requirement, permit, licence, approval or consent (including conditions in respect of those instruments);

(mm)

“List” has the meaning given in Section 15.8(a);

(nn)

“Member” means a member of the Technical Committee;

(oo)

“Mineral Rights” means:

(i)

any prospecting licence, mining or mineral claim, exploration licence, mining lease, mining licence, mineral concession, tenement and other forms of mineral tenure or other rights to minerals, or to work upon lands for the purpose of searching for, developing or extracting minerals under any form of mineral title recognized by or under applicable Law in the suits of Mineral Right, whether contractual, statutory or otherwise; or

(ii)

any interest in any Mineral Right described in Section 1.1(oo)(i);

(pp)

“Minerals” means all ores, solutions and concentrates or metals derived from them, containing precious, base and industrial minerals (including gems) which are found in, on or under a Project and may lawfully be explored for, mined and sold under the Mineral Rights and other instruments of title under which the Project is held;

(qq)

“New Project” has the meaning given in Section 6.2;

(rr)

“New Project Acceptance Notice” has the meaning given in Section 6.5;

(ss)

“New Project Commencement Date” has the meaning given in Section 6.2;

(tt)

“New Project Notice” has the meaning given in Section 6.4(a);

(uu)

“Non-operating Party” means:

(i)

in the case where Hunt or a Hunt Affiliate is Operator, Eldorado; and

(ii)

in the case where Eldorado or an Eldorado Affiliate is Operator, Hunt;

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(vv)

“Objection Period” has the meaning given in Section 5.8;

(ww)

“Officials” has the meaning given in Section 3.2(p)(iii);

(xx)

“Operations ” means every kind of work done, or activity performed by the Operator on or in respect of a New Project to explored for gold and other Minerals including investigating, prospecting, exploring, analysing, property maintenance, sampling, assaying, preparation of reports, estimated and studies, surveying, rehabilitation, reclamation and environmental protection, and any management and administration necessary to conduct the foregoing work activities;

(yy)

“Operator” means the operator of Operations conducted for or in respect of a New Project prior to the formation of the Joint Venture;

(zz)

“Operator’s Fee” means in the case where Hunt or Eldorado (or their respective Affiliates) is the Operator, a charge equal to 7% of the items of Expenditure referred to in Sections 1.1(w)(ii) to 1.1(w)(x), that have been incurred and paid;

(aaa)

“Operatorship” means the period in which a person is the Operator;

(bbb)

“Option” has the meaning given in Section 8.1;

(ccc)

“Option Exercise Notice” has the meaning given in Section 8.3(a)(a);

(ddd)

“Option Period” , for each New Project in respect of which CCSA has granted Eldorado or its nominee on Option, means the period commencing on the dated on which CCSA grants to Eldorado or its nominee the Option and which terminates on the dated on which Eldorado exercises in the Option or terminates the Option or this Agreement, whichever event is the earlier;

(eee)

“Other Rights” means:

(i)

any interest in real property, whether freehold, leasehold, license, right away, easement;

(ii)

any other surface or other right in relation to real property, and

(iii)

any right, license or permit in relation to the use of water,

but excludes any Mineral Right;

(fff)

“Participating Interest” has the meaning given in the JV Terms;

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Exploration Agreement

(ggg)

“Party” means Eldorado, Hunt or CCSA as the context dictates and “ Parties ” means both Eldorado, Hunt and CCSA;

(hhh)

“Permitted Encumbrance” means an Encumbrance encumbering a New Project which is the subject of a New Project Acceptance Notice and was disclosed in the respective New Project Notice:

(iii)

“Personnel” mean:

(i) in relation to a Party:

(A)

any of its directors, officers, employees, agents, consultants, invites, contractors, subcontractors (including Subcontractors’ Personnel) or representatives involved either directly or indirectly in the performance of the Party’s obligation under this Agreement; and

(B)

its Affiliates and any of their respective directors, officers, employees, agents, consultants, invitees, contractors, subcontractors or representatives involved either directly or indirectly in the performance of the Party’s obligations under this Agreement;

(ii)

in relation to a Subcontractor, any of its directors, officers, employees, agents, consultants, invitees, subcontractors or representatives involved either directly or indirectly in the performance of a Party’s obligations under this Agreement;

(jjj)

“Program” means any material for a year or other applicable period to carry out Operations on a New Project and incur Expenditure and must include a Budget;

(kkk)

“Project” means any Mineral Rights and Other Rights and the geographical area which is the subject of or pertains to those Mineral Rights and Other Rights together with any present or future renewal, extension, modification, substitution, amalgamation or variation of any of those Mineral Rights or Other Rights (whether granting or conferring the same, similar or any greater rights and whether extending over the same or a greater or lesser domain) or any interest therein;

(lll)

“Public Disclosure” has the meaning given in Section 13.2;

(mmm)

“Rejected New Project” has the meaning given in Section 6.6(a);

(nnn)

“Rules” has the meaning given in Section 15.4

(ooo)

“Share Capital Contribution” has the meaning given in the JV Terms;

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Exploration Agreement

(ppp)

“Stage 1” means reconnaissance stage exploration and includes the pre-drilling assessment of any grassroots projects and may include satellite image analysis, reconnaissance mapping, prospecting and reconnaissance geochemical surveys, but shell not include any drilling;

(qqq)

“Stage 2” means advanced stage exploration and includes follow-up exploration focussing on drilling and associated detailed geological work, culminating in a Stage 2 Study;

(rrr)

“Stage 2 Notice” has the meaning given in Section 7.6;

(sss)

“Stage 2 Study” means either a scoping study or a preliminary economic assessment, which, unless all parties agree otherwise, shall be in the form of a NI 43-101 compliant technical report, prepared by Eldorado in respect of a New Project (and if required, for Hunt purposes, to be prepared for Hunt by an independent qualified person (“QP”), then the Eldorado report will be incorporated into a stand-alone for Hunt by an independent QP, at Hunt’s expense);

(ttt)

“Stage 3” means joint venture stage and includes feasibility-level work and subsequent development of a New Project under the terms of a Joint Venture Company Agreement, following Eldorado’s decision to exercise the respective Option;

(uuu)

“Subcontractor” means any person engaged by a Party to perform any part of that Party’s obligations under this Agreement and includes a supplier of that Party;

(vvv)

“ Subsidiary” has the meaning given in Section 1.3(a);

(www)

“ Target Project” has the meaning given in Section 6.1;

(xxx)

“ Technical Committee” has the meaning given in Section 4.1; and

(yyy)

“Title Documents” has the meaning given in Section 8.2(a).

1.2 Interpretation

Unless the context otherwise expressly requires, in this Agreement:

(a)

the singular includes the plural and conversely and a gender includes all genders;

(b)

if a word or phrase is defined, it’s other grammatical forms have a corresponding meaning;

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Exploration Agreement

(c)

a reference to a person (including a Party) includes an individual, company, other body corporate, association, partnership, firm, joint venture, trust or Government Authority;

(d)

a reference to a Section, schedule or annexure is a reference to a Section of, or a schedule or annexure to, this Agreement;

(e)

a reference to any Party includes that Party’s executors, administrators, substitutes (including, but not limited to, persons taking by novation), successors and permitted assigns;

(f)

a reference an agreement or document (including a reference to this Agreement) is to the agreement or document as amended, varied, supplemented, novated or replaced except to the extent prohibited by this Agreement or that other agreement or document;

(g)

a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation, code, by-law , ordinance or statutory instrument issued under it;

(h)

a reference to writing includes a facsimile or electronic mail transmission and any means of reproducing words in a tangible and permanently visible form;

(i)

a reference to “ $ ” or “ CAD ” is to currency of Canada;

(j)

a reference to “ USD ” or “ US$ ” is to the currency of the United States of America;

(k)

the word “ including ” means “ including without limitation ” and “ include ” and, “ includes ” will be construed similarly;

(l)

headings and any table of contents or index are for convenience only and do not form part of this Agreement or affect its interpretation;

(m)

a provision of the Agreement must not be construed to the disadvantage of a Party merely because that Party was responsible for the preparation of this Agreement or the inclusion of the provisions in Agreement;

(n)

if an act prescribed to be done on a specified day which is not a Business Day, it must be done instead on the next Business Day;

(o)

where the phase “ to the best of the knowledge of ” or similar expressions are used in this Agreement, it will be required that the person respect of whom the phrase is used will have made the

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enquires that are reasonably necessary to enable that persons to make the statement or disclosure; and

(p)

a reference to a thing (including a right, obligation or concept) includes a part of that thing but nothing in this Section 1.2(p) implies that performance of part of an obligation constitutes performance of the obligation.

1.3 Subsidiary Involvement

(a)

The Parties acknowledge and agree that, in order to fully and effectually enjoy their respective rights, and perform their respective obligations, under this Agreement, it may be necessary or desirable, from time to time, for a Party to cause a corporation or other body corporate to be incorporated, formed or established including under applicable Law in the situs of a Project and Controlled by such Party (a, “Subsidiary” ) to do, or refrain from doing, certain acts and things in furtherance of the covenants and agreements of that Party under this Agreement.

(b)

Each Party covenants and agrees with the other Party that, whenever the performances by that Party of an obligation under this Agreement requires any involvement by a Subsidiary of that Party, that Party will cause its Subsidiary to promptly execute all such instruments and do all such acts and things as may be necessary or desirable in order for that Party’s obligations under this Agreement to be fully and effectively performed on a timely basis. Whenever in this Agreement an obligation is ascribed to a Party and that obligation can only be performed by that Party’s Subsidiary, that Party will be deemed to have obliged itself, as principal, and its Subsidiary, as the Subsidiary’s authorized agent, to perform such obligation.

(c)

Where this Agreement refers to a ‘ nominee ’, it is agreed that nominees are limited to Subsidiaries of a Party.

1.4 Schedules

The following schedules are attached to and incorporated in this Agreement:

Schedule A – Agreement Area

Schedule B – Current CCSA Properties

Schedule C – JV Terms

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Exploration Agreement

2. Purpose of Agreement

2.1 Purpose

The Parties have agreed to enter into this Agreement for, among others, the following purposes:

(a)

to carry out exploration for Minerals in the Agreement Area:

(b)

if warranted, the establishment of one or more Joint Ventures for the further exploration for, and if warranted, the development of, any economically viable deposits of Minerals discovered in the Agreement Area; and

(c)

any other activity in connection with or incidental to any of the foregoing.

2.2 Agreement Area

Subject to this Agreement, the area in which this Agreement is to take effect is the Agreement Area.

2.3 Project Development

(a)

It is intended that the Hunt Parties will introduce to Eldorado any projects in the Agreement Area which the Hunt Party’s consider prospective and, if Eldorado decides that it considers such Project of sufficient interest then, pursuant to Section 6.3, such Project shall be designated as a New Project.

(b)

The evolution of New Projects are expected to follow a staged progression, being Stage 1 to Stage 2 to Stage 3, provided that a New Project shall not necessarily;

(i) enter the progression at Stage 1; or

(ii) proceed through all three stages;

and its evolution may either be accelerated or may be terminated by Eldorado, as hereinafter provided.

(c)

The Parties acknowledge and agree that:

(i)

the Current CCSA Properties are deemed accepted as New Projects at Stage 1; and

(ii)

a New Project at Stage 2 designation is appropriate for the Bajo Pobre Project,

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Exploration Agreement

both as detailed in Section 6.5(d).

2.4 Limited Exclusivity

Except as expressly provided otherwise this Agreement:

(a) The Parties and any Affiliates of the Parties may:

(i)

enter into, conduct and benefit from, any business venture or activity of any kind with any other person anywhere other than the Agreement Area whether or not competitive with the activities undertaken under this Agreement, without disclosing those activities to the other Party or inviting or allowing the other Party to participate in that business venture;

(ii)

enter into or maintain any contract, arrangement, alliance or understanding with any other person without any restriction by this Agreement, in each case separate and apart from this agreement;

(iii)

acquire any Project in the Agreement Area that has been rejected, abandoned or surrendered in accordance with this Agreement; or

(iv)

use, for any reason not related to the Agreement, any geological, geophysical, geochemical, metallurgical or operational concept, model or principal of any kind, whether or not arising from or coming to the attention knowledge of a Party or an Affiliate of a Party by reason of this Agreement

(b)

Eldorado and Eldorado Affiliate may acquire any Project in the Agreement Area as long as either:

(ii)

such Project has not been the subject of any New Project Notice (other than a New Project Notice in respect of a New Project not registered to Hunt or a Hunt Affiliate, in which case acquisition by Eldorado, an Eldorado Affiliate or any party, including Hunt or a Hunt Affiliate, on behalf of Eldorado, solely for the purposes of this Agreement is permitted); or

(iii)

such Project has been in subject of a New Project Notice and 3 years or more have expired from either the date such became a Rejected New Project or was surrendered or abandoned pursuant to Section 7.4,

provided that such acquisition is not as the result of exploration by Eldorado in the Agreement Area;

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Exploration Agreement

(iv) the Fomicruz Projects; and

(v)

any other Project in the Agreement Area, if such is Rejected New Project;

free from any obligations hereunder;

(d)

Neither Party will be under any fiduciary or obligation not set out herein to the other Party which will prevent or impede that Party from participating in, or enjoying the benefits of, competing endeavours of a nature similar to the business or activity undertaken by the Parties under this Agreement; and

(e)

The legal doctrines of “ corporate opportunity ” or “ business opportunity ” sometimes applied to persons occupying a relationship similar to that of the Parties will not apply with respect to participation by any Party in any business activity or endeavour external to this Agreement, and a Party will not be accountable to the other Party for participation in any such business activity or endeavour external to this Agreement which is in direct competition with any business or any activity undertaken under or pursuant to this Agreement.

3. Representations and Warranties

3.1 Mutual Representations and Warranties

Each Party represents and warrants to the other Parties that:

(a)

Except as provided in this Agreement or consented to by the other Parties each of its respective statements made herein in Section 3 is true and correct in all material respects;

(b)

It is duly formed in its place of incorporation or organizations;

(c)

It is good standing with respect to the filing of annual reports under the legislation under which it was incorporated or organized;

(d)

It has full legal capacity and power:

(i)

to own its property and assets and to carry on its business; and

(ii)

to enter into this Agreement and to perform its obligations under this Agreement;

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Exploration Agreement

(e)

It has taken all corporate action that is necessary to authorize its entry into this Agreement and to perform its obligations under this Agreement;

(f)

This Agreement constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms by appropriate legal remedy subject to laws generally affecting creditors’ rights and to principles of equity;

(g)

The execution, delivery and performance by it of this Agreement does not or will not or will not (with or without the lapse of time, the giving of notice or both) contravene, conflict with or result in a breach of or default under:

(i)

its constitution or other constating documents;

(ii)

any material term or provision of any security arrangement, undertaking, agreement or deed; or

(iii)

any writ, order or injunction, judgment, law, rule or regulation to which it is a party or is subject or by which it or any of its property is bound;

(h)

No litigations, arbitration, mediation, conciliation or administrative proceedings are taking place, pending or, to the best of its knowledge, threatened against it which if adversely decided could, in the reasonable opinion of the Party’s management, have a material adverse effect on the Party’s business, assets or financial condition such as to materially impair its ability to perform its obligations under this Agreement;

(i)

No liquidator, trustee in bankruptcy, receiver or receiver and manager or other external administrator is currently appointed in relation to it or any of its property; and

(j)

To the best of its knowledge after making due enquiry, there are no facts, matters or circumstances which give any person the right to appoint or to apply to appoint (as the case may be) a liquidator, trustee in bankruptcy, receiver and manager or other external administrator to it or any of its property.

Each representation and warranty contained herein will be treated as made and be binding upon each Party continuously during the term of this Agreement and each Party must immediately notify the other Party if any of its representations and warranties set out herein are not true and correct in any material respect at any time during the term of this Agreement.

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3.3 Representations and Warranties of the Hunt Parties

The Hunt Parties jointly and severely represent and warrant to Eldorado that:

(a)

Except as expressly provided otherwise in this Agreement, no authorization, approval, order, license, permit or consent of any Governmental Authority or other third person, and no registration, declaration or filing by any Hunt Party with any such Governmental Authority is required in order for each Hunt Party:

(i)

to consummate the transactions contemplated by this Agreement;

(ii)

to execute and deliver all of the documents and instruments to be delivered by each Hunt Party under this Agreement;

(iii)

to duly perform and observe the terms and provisions of this Agreement; and

(iv)

to render this Agreement legal, valid, binding and enforceable;

(b)

Except where expressly disclosed otherwise in writing to Eldorado, the Hunt Party is the beneficial and registered or recorded owner of the undivided interest in the New Project as the respective Hunt Party has specified to Eldorado;

(c)

To the best of each Hunt Party’s knowledge, all the Mineral Rights comprising the New Project have been validly and property located, staked, tagged and recorded in accordance with the laws of the jurisdiction in which the New Project is located and there are no disputes, threatened or now existing which a Hunt Party is aware, as to title to or the staking or recording those Mineral Rights;

(d)

The New Project is properly and accurately described in the corresponding New Project Notice;

(e)

Each New Project and each Hunt Party’s interest in the New Project is, to the best of each Hunt Party’s knowledge, free and clear of any Encumbrance (save any Permitted Encumbrance);

(f)

Except where expressly disclosed otherwise in writing to Eldorado each Hunt Party has, to the best of each Hunt Party’s knowledge obtained or acquired all rights or powers necessary in, over or to the surface area of the New Project to access the New Project and to conduct exploration and mining operations on the New Project necessary to be obtained or acquired as at the date of exercise of the Option by Eldorado;

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(g)

To the best of each Hunt Party’s knowledge, all work or expenditure obligations applicable to the New Project, all reports of the work or expenditure and other requirements to be satisfied or filed to keep the New Project in good standing which were to have been satisfied as at the date of exercise of the Option by Eldorado have been satisfied or filed to the satisfaction of the applicable Governmental Authority;

(h)

To the best of each Hunt Party’s knowledge, all rentals, taxes, assessments, renewal fees and other governmental charges applicable to, or imposed on, the New Project which were due to be paid on or before the date of exercise of the Option by Eldorado have been paid in full;

(i)

Each Hunt Party and its Personnel have conducted all activities on or in respect of the New Project in compliance and the New Project itself complies with all applicable statues regulations, by-laws, laws, orders and judgments, and all detectives, rules, consents, permits, orders, guidelines, approvals and policies of any applicable Governmental Authority;

(j)

To the best of each Hunt Party’s knowledge, there are no actual alleged, potential or future adverse claims, challenges, suits, actions, prosecutions, investigations or proceedings against or to, the ownership of, or title to, the New Project or of any challenge to a Hunt Party’s right, title or interest in the New Project nor to the best of its knowledge is there any basis for any of the foregoing;

(k)

To the best of each Hunt Party’s knowledge, the Property does not lie within any protected area, rescued area, reserve, reservation, reserved area or special needs lands as designated by an Governmental Authority having jurisdiction that would impair the exploration for Minerals or the development of a mining project on the New Project;

(l)

To the best of each Hunt Party’s knowledge, there are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the New Project or the conduct of the business related to the New Project, nor to the best of Hunt’s knowledge has any activity on the New Project been in violation of any applicable environment law, regulations or regulatory prohibition or order, and to the best of its knowledge, conditions on and relating to the New Project are in compliance with those laws, regulations, prohibitions and orders;

(m)

To the best of each Hunt Party’s knowledge, there has been no material spill, discharge, leak, emission, ejection, escape, dumping, or any release or threatened release of any kind, of any toxic or hazardous substance or waste (as defined by any applicable) from,

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on, in or under the New Project or into the environment, except releases expressly permitted or otherwise authorized by applicable law;

(n)

To the best of each Hunt Party’s knowledge and except as expressly permitted by the terms of the Mineral Rights comprising the New Project, no toxic or hazardous substance or waste has been treated, disposed of or is located or stored on the New Project as a result of activities of a Hunt Party or its predecessors in title or interest;

(o)

To the best of each Hunt Party’s knowledge, there is no pending or ongoing claims or actions taken by or on behalf of any native or indigenous persons with respect to any lands included in the New Project;

(p)

No Hunt Party or its Personnel have made or offered with respect to the matters which are the subject of this Agreement:

(i)

any compensation, commission, agency fee, introduction fee, payment, gift, promise or advantage to a third party where such payment or advantage would violate applicable Law of a Hunt Party;

(ii)

except as may be required by the terms of the Minerals Rights comprising the New Project, any compensation, commission, agency fee, introduction fee, payment, gift, promise or advantage to a third party which is based or calculated employed, cost incurred, cash flow, revenue, or profit earned or generated or estimated to be earned or generated by a Hunt Party in respect of the New Project; or

(iii)

any compensation, commission, agency fee, introduction fee, payment, gift, promise or advantage, whether directly or through intermediaries, to or for the use of any person, while knowing or being aware of a high probability that any such money or thing of value will be offered, paid, given or promised, directly or indirectly, to any public official including any person holding a legislative, administrative or judicial office, exercising a public function for a public agency, a public enterprise or a public international organisation (collectively “Officials” ), for the purposes of influencing any act or decision of such Officials in their official capacity, or inducing such Officials in their official capacity, or inducing such Officials to use their influence in obtaining or retaining business for or with, or directing business to, a Hunt Party; and

(q)

Hunt, directly and through Subsidiaries, is the shareholder of and controls CCSA.

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Each representation and warranty contained herein will be treated as made and be binding upon the Hunt Parties continuously during the term of this Agreement and a Hunt Party must immediately notify Eldorado if any of its representations and warranties set out herein are not true and correct in any material respect at any time during the tern of this Agreement.

4. Technical Committee

4.1 Mandate

A committee (the “Technical Committee” ) is hereby constituted and shall be responsible for all management decisions concerning the exploration and development of New Projects and shall instruct and provide oversight to the Operations and activities of the Operator.

4.2 Powers

The Technical Committee will, without limiting any of its powers as specified elsewhere in this Agreement, have the exclusive right, power and authority to;

(a)

approve, modify, or reject any Program or Budget;

(b)

to direct the Operator and all Operations;

(c)

to modify or delineate the geographical area of any New Project; and

(d)

establish according procedures to be used by the Operator.

4.3 Excluded Powers

Unless unanimously agreed in writing by each Member of the Technical Committee, the Technical Committee has no power to:

(a)

amend the terms of this Agreement; or

(b)

determine that any payment required to maintain in good standing an option or acquisition agreement in respect of a New Project, is to be excluded from a Budget.

4.4 Composition

(a)

The Technical Committee will have 4 Members, and each of Eldorado and Hunt will be entitled to appoint 2 Members.

(b)

A Party entitled to appoint a Member has the right to remove any Member appointed by that Party and to fill vacancies in the office of a Member appointed by that Party.

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(c)

Every appointment and removal of a Member by a Party takes effect when written notice of that appointment or removal signed by that Party is received by that Party is received by the other Party (accompanied, in the case of an appointment, by the written consent of the appointee to act as a Member) or at a later time specified in the notice.

(d)

Each Party may (in the same manner as specified in Section 4.4(b)) appoint, remove and replace an alternate for each Member appointed by it, and each alternate will for all purposes be deemed to be a Member in the absence of the Member whose alternate he or she is.

(e)

Whenever any Member or alternate Member votes or acts, that Member’s votes or actions will for all purposes of this Agreement be considered the actions of the Party who appointed that Member. Each Party must give written notice to the other Party from time to time as to the names, addresses, telephone numbers and facsimile numbers of their respective Members and alternate Members, as the case may be.

4.5 Meetings of the Technical Committee

(a)

Meetings of the Technical Committee may take place by means of actual meetings, counterpart resolutions delivered by electronic mail or facsimile, mail or courier or by means of conference telephones or other communication facilities by which means all Members or alternate Members participating in the meeting can hear each other and participate. The persons participating in a meeting in accordance with this Section will be deemed to be present at the meeting and to have so agreed and will be counted in the quorum for the meeting and be entitled to speak and vote at that meeting.

(b)

Unless specified otherwise in this Agreement, Eldorado must convene regular meetings of the Technical Committee at least quarterly. A special meeting of the Technical Committee may be convened at any time and from time to time by either Party.

(c)

The Party convening a meeting of the Technical Committee must provide the other Party with not less than 10 Business Days notice in writing of such meeting unless such notice is waived by the other Party. The first regular meeting of the Technical Committee must be convened by Eldorado within 30 days of the Commencement Date.

(d)

Each Member may be accompanied at meetings of the Technical Committee by a reasonable number of observers and advisers if that Member gives prior notice to the other Member of his or her intention to exercise that right. No observer or adviser will be entitled to vote on matters before a meeting of the Technical Committee.

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(e)

The business of meetings of the Technical Committee shall be conducted in English.

(f)

Any meetings which take place by means of an actual meeting must be held in Canada and minimum of one (1) such meeting must take place each year.

4.6 Chairperson

Eldorado will have the right to appoint, from among the Members, the chairperson of the Technical Committee. The chairperson will be entitled to vote on matters before a meeting of the Technical Committee.

4.7 Voting and Quorum

(a)

Voting by the Technical Committee may be conducted by verbal or written ballot, if the meeting is held in person, or by ballot transmitted by electronic mail or facsimile if the meeting is convened in part or in whole by electronic means.

(b)

Each member will have one vote on all issues brought before the Technical Committee. In the event of a tie vote of any matter before the Technical Committee, the chairperson will have a casting vote.

(c)

Except as provided in Section 4.7(c), a quorum of any meeting of the Technical Committee will consist of any combination consisting of one Member or one alternate Member of each Party.

(d)

If a quorum is not present within 30 minutes after the time fixed for holding any meeting of the Technical Committee, then the meeting will be adjourned to the same day in the next week (unless that day is a Business Day in which case it will be adjourned to the next following Business) at the same time and place. At the adjourned meeting the Members or alternate Members present (which may include only one person) will form a quorum and may transact the business for which the meeting was originally convened.

(e)

There must be included with a notice of meeting such material and data as may be required to enable the Members to make a reasonable determination as to the position they should take in respect of any vote or election to be made at such meeting.

4.8 Minutes

The Chairperson must prepare and distribute notices and an agenda of meeting in respect of, and keep records of the proceedings at, each of the Technical Committee and distribute same to each Party. To assist in keeping minutes of the proceedings, a meeting may be recorded. Unless and Party who’s

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Member was present at the relevant meeting objects by notice in writing delivered to Eldorado within 30 days of receipt of the minutes of a meeting, detailing the basis for such objection, the minutes so distributed will be deemed a conclusive record of the proceedings at that meeting. The Parties will not effect any action based on minutes which are in dispute and, in the event of any dispute in respect of the minutes, the Parties must reconvene a Technical Committee meeting within 5 Business Days to resolve such dispute.

5. Operator-Rights and Obligations

5.1 Operator

(a) CCSA will be the Operator until:

(i)

removed pursuant to either the terms of this Agreement or the JV Terms;

(ii)

the termination of the Option; or

(iii)

the termination of this Agreement,

whichever is the earlier.

(b)

For so long as CCSA is Operator, Eldorado may, upon reasonable prior notice to CCSA, assign any employee of Eldorado or an Eldorado Affiliate to participate in the Operations, with any costs of such participation to be borne by Eldorado.

5.2 Removal of Operator

In respect of any New Project, the Operator will be deemed to have resigned and Eldorado or its affiliates will become Operator, upon notice from Eldorado to CCSA and effective on the date designated in the notice, if:

(a)

CCSA fails to perform any obligation imposed upon it as Operator under this Agreement and action to rectify or remedy that failure is not taken within 20 Business Days after receiving a notice from Eldorado demanding performances;

(b)

CCSA becomes an Insolvent Party; or

(c)

The Technical Committee determines, acting reasonably, that the size or nature of Programs warrants the change.

The Parties agree that the appointment of Eldorado or its Affiliate or as the successor Operator will be deemed to pre-date that date on which CCSA became an Insolvent Party.

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5.3 Third Party Operator

Except for a Party’s Affiliate, no third party may be retained to act as the Operator unless:

(a)

Hunt and Eldorado agree in writing; and

(b)

the third party agrees in writing to be bound by all of the same duties and obligations imposed on CCSA as the Operator under this Agreement and, in particular, under this Section 5.

5.4 Authority of Operator

Subject to this Agreement, the Operator, will have:

(a)

full physical possession and control of the New Projects and all powers and, subject to Section 5.5(a), authorities necessary or desirable to enable the Operator to carry out or procure the carrying out of all Operations; and

(b)

without limiting Section 5.4(a), the sole and exclusive right to:

(i)

enter in, under or upon the New Projects and to conduct the Operations and related activities on the New Projects;

(ii)

exclusive and quiet possession of the New Projects;

(iii)

bring upon and erect upon the New Projects buildings, plant, machinery and equipment as the Operator may deem advisable;

(iv)

remove from the New Projects and dispose of, reasonable quantities of ores, minerals and metals for the purpose of obtaining assays or making other tests; and

(v)

do such prospecting, exploration, development or other mining work on and under the New Projects as contemplated by an Approved Program.

5.5 Operator’s Obligations

During its Operatorship, the Operator covenants to and must:

(a)

Follow all directions and recommendations of the Technical Committee;

(b)

conduct and cause its Personnel to conduct all Operations in accordance with any standards that Eldorado directs, acting reasonably, are to apply to the conduct of Operations contemplated by an Approved Program;

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(c)

conduct all Operations in accordance with an Approved Program and in a manner consistent with good explorations, engineering and mining practice and in compliance with any applicable Law;

(d)

pay all Expenditure properly incurred pursuant to an Approved Program promptly as and when due;

(e)

keep the New Projects in good standing as required by applicable Law including by payment of taxes or other charges, the doing and filing of all necessary work and reports and by the doing all other acts and things and making all other payments which may be necessary in that regard and upon the written request of the Non-operating Party, provide it with evidence of such payments;

(f)

keep the New Project free and clear of all Encumbrances (except liens for taxes not yet due, other inchoate liens and liens contested in good faith by the Operator) and to proceed with all diligence to contest and discharge any such Encumbrance that is filed;

(g)

subject to Section 5.1(b), permit any Personnel of the Non-operating Party:

(i)

at their own expense and risk, access to the New Project at all reasonable times; and

(ii)

access to all records (whether in tangible or electronic form) of the Operator pertaining to the Operations and the New Project;

(h)

permit the Non-operating Party, upon being provided with reasonable notice, to inspect and copy, at all reasonable times, any Exploration Data;

(i)

during the Option Period and for a period of 2 years after the expiry or termination of the Option Period and otherwise in accordance with Canadian generally accepted accounting principles consistently applied, maintain true and correct books, accounts and records of Expenditure;

(j)

except for the first year of the Option Period (in which case the Program and Budget must be provided to each Member of the Technical Committee within 60 days after the commencement of the Option Period), purpose to each Member of the Technical Committee for review and approval a Program and Budget for each 12 months of the Option Period at least 90 days prior to the commencement of that 12 month period;

(k)

deliver to each Member of the Technical Committee monthly progress reports indicating the status of any Approved Program being

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conducted on the New Project and disclosing any significant technical data learned or obtained in connection with such work, but no reports will be required during those periods in which where no work being conducted;

(l)

deliver to each Member of the Technical Committee annually, within 90 days after the end of each year, report on the Operations conducted on or with respect to the New Project for the previous year or other applicable period summarizing any significant technical data learned or obtained and providing a breakdown of Expenditure incurred in carrying out the Approval Program for that year or other applicable period;

(m)

promptly notify a Non-operating Party of any material exploration results or adverse events; and

(n)

obtain and maintain, and cause any and all Subcontractors to obtain and maintain, during any period in which Operations are conducted, at least the following minimum insurance cover, naming Eldorado and Hunt as additional insured parties, until all Operations have been completed:

(i)

statutory workers’ compensations insurance for all of the Operator’s personnel required under the applicable worker’s compensation law;

(ii)

employer’s liability insurance with a limit on liability of not less than USD1,000,000 for each accident;

(iii)

comprehensive commercial general liability insurance with a limit on liability of not less than USD1,000,000, combined single limit, for each occurrence, for bodily injury and property damage, arising out of any Operations performed under this Agreement by the Operator; and.

(iv)

comprehensive automobile liability insurance covering all vehicles, hired; owned and non-owned, with a limit on liability of not less than USD1,000,000 combined single limit per occurrence for bodily injury and property damage.

5.6 Insurance-Other Requirements

The forms of the policies of all insurance, the companies issuing the same, and all other matters with respect to the adequacy of insurance coverage as required under Section 5.5(n), will be subject to prior approval by the Technical Committee. The Technical Committee may direct the Operator to vary the terms and conditions of any insurance policy specified in Section 5.5(n) or effect and maintain any additional insurance that may be required by applicable Law or that

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Exploration Agreement

is otherwise considered necessary or desirable by the Technical Committee having regard to, among other things, the location of the New Project. Certificates evidencing such insurance and naming each Party as an insured must be delivered to each Party at its address for service set out in Section 16 within 5 Business Days after such certificates become available. Each such certificate must include a provision that:

(a)

Eldorado will be given not less than 30 days prior written notice by registered mail of any cancellation or reduction of coverage;

(b)

provides that the insurer waives all rights, remedies or relief to which it might become entitled by subrogation against any of the persons comprising the insured; and

(c)

provides that the policy will be primary and that the insurer waives all rights it might have in relation to contribution from other insurers of Eldorado or its Affiliates.

5.7 Funding of Expenditure

(a)

Until either the Option is exercised or a New Project is abandoned or deemed abandoned and no longer constitutes a New Project, Eldorado shall fund Expenditures incurred in Budget and Program approved by the Technical Committee.

(b)

For so long as CCSA is Operator and as long as there is an Approved Program and a corresponding Approved Budget, the Operator must, in respect of such Approved Program, issue a notice to Eldorado (“ Funding Notice ”).

(c)

A Funding Notice must:

(i)

be in respect of the total sum of Expenditures anticipated by the Operator under an Approved Budget for the two calendar months following the two month period which was the subject of the immediately preceding Funding Notice;

(ii)

specify the items in the Approved Budget and the corresponding Approved Program to which the proposed Expenditure relates, together with such further detail (if any) as the Technical Committee may from time to time prescribe; and

(iii)

be submitted no later than 30 Business Days prior to the commencement of the respective two calendar month period.

(d)

Except where Eldorado (acting reasonably) disputes the Expenditure specified in the Funding Notice, Eldorado must remit the amount of the Expenditure recorded in the Funding Notice to the Operator no later

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than 5 Business Days prior to commencement of the two month period to which the Funding Notice pertains. If Eldorado disputes an item of Expenditure in a Funding Notice, then Eldorado must notify the Operator of the item disputed and specify the reason for the dispute. Payment of the disputed item may then be withheld by Eldorado until settlement of the dispute, as long as payment of any undisputed Expenditure in a Funding Notice is made in full. Any remittance of Expenditure recorded in a Funding Notice under this Section 5.7(d) by Eldorado to the Operator will not be deemed to constitute a waiver of its right to dispute any item of Expenditure in that Funding Notice.

(e)

Each month, within 2 Business Days of the previous month-end, the Operator shall provide Eldorado a report on Expenditures actually made in that previous month in such reasonable detail as Eldorado may request.

5.8 Expenditure Statement and Audit

Unless waived in writing by the Non-operating Party, within 60 days following the expiry of a year or other applicable period during the Option Period, the Operator must provide the Non-operating Party with a certified itemized statement of Expenditure incurred during that year or other applicable period. The itemized statement of Expenditure incurred in any period certified to be correct by an officer of the Operator will be conclusive evidence of the making of the Expenditure recorded in the statement unless within the 60 days after making receipt of that statement (“ Objection Period ”) the Non-Operating Party delivers a written detailed objection to the statement to the Operator. If the Non-operating party delivers such an objection, then it will be entitled to request that the auditor of the Operator audit the Expenditure recorded in the statement of Expenditure that is the subject of the objection. At the conclusion of the audit:

(a)

if the auditor determines that the statement of Expenditure was accurate within 3% percent of actual Expenditure, then the reasonable costs of the audit will be borne by the Non-operating Party; or

(b)

if the auditor determines that the statement of Expenditure overstated or understated Expenditure actually made by greater than a 3% margin, then the costs of the audit will be borne by the Operator and the Operator shall, within 20 Business Days, repay the full amount of the overstatement (together with interests therein at the rate of 10% per annum) to Eldorado.

and, in all events and whatever the misstatement, only the actual Expenditure so determined will constitute Expenditure for the purpose of this Agreement.

Despite anything in this Agreement to the contrary, the auditor’s determination of Expenditure will be final and determinative of the amounts stated in the

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statement in question, and will not be or constitute a Dispute subject to Section 15. For the greater certainty, the costs of any such audit will not constitute Expenditure under this Agreement.

5.9 Emergency Expenditure

Notwithstanding any other provision of this Agreement, the Operator will be entitled to incur as Expenditure all costs and expenses reasonable and necessary to preserve or protect or protect health, safety, property or the environment in respect of a New Project provided timely notice of any such Expenditure must be given by the Operator to the Non-Operating Party.

5.10 Budget Overruns

Except as provided in Section 5.9, CCSA as Operator, must obtain the prior written consent of Eldorado prior to incurring Expenditure in excess of 10% greater than the projected Expenditure specified in the Approved Budget. Operator does not guarantee that Expenditures contained in a Budget will achieve the planned objectives or complete all planned objectives or complete all planned activities. Operator shall curtail further activities without liability or obligation (other than the obligation of general competence and compliance herewith) when the Expenditures have reached 110% of the Budget.

5.11 Indemnity on Access

(a)

The Non-operating Party must indemnify the Operator and its Personnel from and against any Claim that the Operator or its Personnel suffer, sustain or incur arising out of or in connection with any injury (including injury causing death) to any Personnel of the Non-Operating Party while in or on the Property; and

(b)

The Non-operating Party’s liability under Section 5.11(a) will be reduced proportionately to the extent that the Claim was caused by the default or negligent act or omission of the Operator or its Personnel.

5.12 Operator’s Fee

The Operator will, during the period in which it acts as Operator, be entitled to charge the Operator’s Fee. The Operator’s Fee will quality as Expenditure.

5.13 Obligations to Inform

During the term of this Agreement, each Party must, and must cause its Affiliates to:

(a)

promptly deliver to the other Party an notice, demand or other material communication relating to the New Project that it or any of its Affiliates receive; and

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Exploration Agreement

(b)

obtain the prior written consent of each other Party (which consent must not be unreasonably withheld or delayed) to the sending by it or its Affiliates of any notice, demand or other material communication relating to the New Project to any third person including any adjacent property owner or any Governmental Authority.

5.14 Registered Title during Option Period and Abandonment

(a)

Except as expressly provided otherwise by this Agreement (including under Section 8.2), until such time as:

(iv)

a Joint Venture is formed in respect of a New Project; or

(v)

the Option is terminated by Eldorado in accordance with this Agreement,

whichever is the earlier, the Operator must remain the registered holder and beneficial owner of the Mineral Rights comprising a New Project.

(b) The Operator must not:

(i)

create, or if created, permit to remain, any Encumbrance upon a New Project; or

(ii)

abandon or surrender any of the Mineral Rights comprising a New Project without the prior written consent of the Technical Committee.

6. Target Projects

6.1 Identification of Projects

Subject to this Agreement, from the Commencement Date, the Hunt Parties must, at Eldorado’s cost and pursuant to an Approved Program, use commercially reasonable efforts to identify and explore for Projects which are reasonably anticipated to host large scale economic reserves of Minerals (a “ Target Project ”). The Hunt Parties acknowledge and agree that the primary focus of Target Project generation activities will be styles of gold deposit and mineralization that host larger accumulations of gold within the range of known deposit occurrences. For avoidance of doubt, Eldorado’s sole remedy for a breach of this Section (other than in respect of a situation where a Hunt Party identities a Target Project and reserves or uses same for its own or a third party’s advantage) shall be termination of this Agreement.

6.2 New Project

A Target Project will be deemed to be a “ New Project ”:

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Exploration Agreement

(a)

in the case of a Target Property rights to which have been acquired by Hunt or a Hunt Affiliate, on the date on which it is, pursuant to Section 6.3, deemed to have been acquired; and

(b)

in all other cases, when Hunt has obtained all reasonably available information concerning the Target Property that is required to be included in a New Project Notice and has come to the conclusion that such Target Property is sufficiently prospective to be the subject of a New Project Notice,

(in each case, the “ New Project Commencement Date ”).

6.3 Acquisition of New Project

For the purpose of this Agreement, a Party will be deemed to have acquired a Target Project:

(b)

in the case of a Target Property acquired by Hunt or a Hunt Affiliate prior to the Commencement Date, on the Commencement Date; and

(c)

after the Commencement Date, when a Party or an Affiliate of a Party:

(i)

is allocated, granted or awarded by an applicable Governmental Authority a direct or indirect interest in any Mineral Right and Other Right, if any, that comprise a Target Project that is equal to or exceeds 50% beneficial ownership and Control of the Target Project;

(ii)

acquires or is entitled to acquire (whether under contract or otherwise) a direct or indirect interest in any Mineral Right and Other Right, if any, that comprise a Target Project that is equal to or exceeds 50% beneficial ownership and Control;

(iii)

acquires or is the holder of an equity or participatory interest that is equal to or exceeds 50% beneficial ownership and Control in a person that is the holder of an interest described in Section 6.3(i) or Section 6.3(ii) beneficial ownership and Control; or

(iv)

Control any person that is the holder of an interest that is equal to or exceeds 50% beneficial ownership in any Mineral Right and Other Right, if any, at that comprise a Target Project.

6.4 Submission of Target Projects and Required Information

(a)

Within 20 Business Days of the New Project Commencement Date Hunt must give notice to Eldorado in respect of the corresponding New Project (“ New Project Notice ”):

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(i)

specifying the name of the person who holds the New Project and describe the extent and nature of that person’s interest in the New Project;

(ii)

specifying the jurisdiction or locality in which the New Project is situated;

(iii)

specifying and providing a copy of each Mineral Right and Other Right, if any, that comprise the New Project;

(iv)

providing a certified itemized statement of Expenditure incurred on or in respect of the New Project as at the New Project Commencement Date;

(v)

providing a copy of each agreement, contract, arrangement or understanding under, by a through which the person referred to in section 6.4(a)(i) hold an interest in the New Project;

(vi)

providing access to any drill core and samples and a copy of any map, assay, geological and other technical report, study, plan and financial or other record (whether in tangible or electronic form) related to the New Project in the possession or under the control of Hunt or a Hunt Affiliate as at the date of the New Project Notice;

(vii)

specifying the Intellectual Property Rights held by Hunt or a Hunt Affiliate (whether under license or otherwise) that pertain or relate to the New Project; and

(viii)

in the case of a New Project not registered to Hunt or a Hunt Affiliate:

(A)

the name and contact particulars of the party to whom the New Project is registered; and

(B)

the purchase price of the New Project, if known.

(b)

The Parties acknowledge that a New Project for which a New Project Notice is being delivered may be sufficiently advanced to be designated as Stage 2 and if so, then the New Project Notice should propose and include sufficient detail to support such designation.

(c)

Within 20 Business Days of the Commencement Date Hunt must submit to Eldorado a New Project Notice in respect of any Target Project acquired (either directly or indirectly) by Hunt or a Hunt Affiliate prior to the Commencement Date.

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6.5 Acceptance of New Project

(a)

If Eldorado wishes to accept the relevant New Project and make it subject to sections 7 and 8, then it must:

(i)

give notice to Hunt and CCSA that Eldorado accepts the relevant New Project and agrees that it should be subject to Sections 7 and 8;

(ii)

pay $125,000 to CCSA; and

(iii)

reimburse CCSA for any Expenditures incurred by it after the Commencement Date in connection with the New Project and which have not otherwise been paid by Eldorado;

(which notice, payment and reimbursement is collectively the “ New Project Acceptance Notice ”)

(b)

Eldorado must give the New Project Acceptance Notice, in the case of a New Project:

(i)

necessary rights to which have been acquired by a Hunt Party, within 30 Business Days from the date of receipt by Eldorado of a New Project Notice that complies with Section 6.4(a); and

(ii)

necessary rights to which have not been acquired by Hunt Party, within 30 Business Days of the New Project being, pursuant to Section 6.3, deemed to have been acquired by an Eldorado Party or any party (including a Hunt Party) on behalf of an Eldorado Party.

(c)

If a New Project Notice proposes designation of the subject New Project as Stage 2, then Eldorado can either.

(i)

give notice to Hunt that it reject the Stage 2 designation of such New Project, but accepts such New Project at Stage 1, in which case if Hunt disagrees, the matter shall be resolved by Dispute Resolution and the deadline detailed in Section 6.5(b) shall be postponed pending such resolution; or

(ii)

give Hunt a New Project Acceptance Notice, in which case such New Project Acceptance Notice shall also be deemed to be a Stage 2 Notice and Section 7.6 shall apply.

(d) The Parties acknowledge and agree that:

(i)

In respect of each of the Current CCSA Properties, Hunt shall provide to Eldorado all of the information contemplated in a New

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Project Notice and each of the Current CCSA Properties are deemed accepted at Stage 1, provided that no $125,000 payment is due in respect of any of them; and

(ii)

a Stage 2 designation for the Bajo Pobre Project and a New Project Notice shall be deemed given in respect of Bajo Pobre pursuant to Section 6.5(c) and no payment pursuant to 6.5(a)(ii) shall be payable.

6.6 Rejected New Projects

(a) If, in respect of a New Project Notice, Eldorado:

(i)

fails to duly give a New Project Acceptance Notice;

(ii)

notifies Hunt that Eldorado does not require the subject New Project; or

(iii)

in a New Project Acceptance Notice notifies Hunt that Eldorado does not require some of the Mineral Right or other Right that comprises a part of the subject New Project to continue to be subject to Sections 7 and 8,

then the subject New Project or the indicated part thereof will, for the purpose of this Agreement, be deemed to be a “ Rejected New Project ”.

(b)

From the date that a New Project becomes a Rejected New Project the Parties agree that:

(i)

the Hunt Parties may continue to explore the Rejected New Projects as detailed in Section 2.4(c);

(ii)

Eldorado has no rights under this Agreement in respect of the Rejected New Project; and

(iii)

any further Expenditure incurred by or on behalf of the Hunt Parties on or in respect of the Rejected New Project will not constitute Expenditure for the purposes of this Agreement or otherwise be subject to the terms of this Agreement.

6.7 Assignment of Mineral Rights

If a Hunt Party acquires or is entitled to acquire (either directly or indirectly including by way of an option, earn-in or similar right) Mineral Rights and Other Rights, if any, that subsequently become a New Project, the Hunt Party must use reasonable commercial efforts to ensure that any contract, agreement, instrument or other document that confers on a Hunt Party those Mineral Rights

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and Other Rights, if any, contain provisions that permit or entity a Hunt Party or Affiliates, or any assignee of a Hunt Party, to:

(a)

disclose at any time any information (including any Exploration Data) pertaining to those Mineral Rights and Other Rights to an Eldorado Party as long as such Eldorado Party has first agreed in favour of such Hunt Party to preserve confidentiality of information disclosed in a manner at least as onerous on the Eldorado Party as Section 17 is onerous on the Parties; and

(b)

assign those Mineral Rights and Other Rights and its other interests in or under such contract, agreement, instrument or other document to an Eldorado Party, to the extent contemplated herein.

7. Accepted New Project

7.1 Effect of New Project Acceptance Notice

Subject to this Agreement, if a New Project Acceptance Notice is given, then the corresponding New Project will become subject to Sections 7 and 8.

7.2 Survival

If this Agreement is terminated for any reason then each New Project for which a New Project Acceptance Notice has been given and for which the respective Option has not expired or been exercised as at the date of termination, will continue to be subject 7 and 8.

7.3 Reporting and Related Obligations

At all times after a New Project Acceptance Notice is given until the Option is exercised, the Operator must:

(a)

promptly deliver to Eldorado any significant technical data learned or obtained;

(b)

promptly notify Eldorado any material exploration results or adverse events;

(c)

upon reasonable prior notice by Eldorado, cause its management and technical Personnel to be available to meet and confer with Eldorado’s Personnel in respect of, among other things, technical data and Operations pertaining to the New Project; and

(d)

permit any Personnel of Eldorado, at their own expense and risk, access to the New Project at all reasonable times and access to all records (whether in tangible or electronic form) of the Operator pertaining to the Operations and New Project.

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7.4 Surrender or Abandonment

If prior to the exercise by Eldorado of the Option:

(a)

any one or more of the Mineral Rights and Other Rights, if any, that comprise the corresponding New Project are due to expire or lapse and the Operator is not going to apply for the renewal or extension of those Mineral Rights or Other Rights or apply for Mineral Rights and Other Rights, if any, in substitution for those Mineral Rights or Other Rights over the same area; or

(b)

the Operator wishes to surrender, relinquish or abandon any one or more of the Mineral Rights and Other Rights, if any, that comprises the corresponding New Project,

then the Operator must give to Eldorado not less than 40 Business Days prior notice of the proposed expiry, lapse, surrender, relinquishment or abandonment (whether compulsory or otherwise) of such Mineral Rights and Other Rights, if any, and on written request from Eldorado and as soon as it is legally permissible to do so, must assign or transfer any such Mineral Rights and Other Rights, if any, to Eldorado or its nominee free of any Encumbrance (save any Permitted Encumbrances) for a consideration of $1.00 and a full indemnity, in favour of the Operator so surrendering, relinquishing or abandoning as the case may be, in respect of the transferred interest (save in respect of any liabilities arising from the default or negligent act or omission of a the Operator).

7.5 Stage 1

A New Project may be held at Stage 1 for a period of time no longer than 30 months after the anniversary of the New Project Acceptance Notice in respect of such New Project. If a Stage 2 Notice is not given by such deadline, then such New Project is deemed abandoned and Section 8.8(a) shall apply, mutatis mutandis .

7.6 Stage 2

(a) If:

(i)

Eldorado wishes to elevate a New Project to Stage 2, then it must a give notice to Hunt and CCSA that such New Project has been elevated to Stage 2 (a “ Stage 2 Notice ”); or

(ii)

pursuant to Section 6.5(b)(ii), a New Project is the subject of a deemed Stage 2 Notice,

then Eldorado shall pay CCSA $200,000 and shall reimburse CCSA for any Expenditures incurred by it after the Commencement Date in connection with the New Project and which have not otherwise been paid

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by Eldorado and, so long as a New Project remains at Stage 2, Eldorado must pay to CCSA $125,000 on each anniversary of the Stage 2 Notice or deemed Stage 2 Notice in respect of such New Project.

8. New Project Option

8.1 Option

With effect from the date on which Eldorado gives to Hunt and CCSA a New Project Acceptance Notice, CCSA (either itself, or where applicable, a Hunt Affiliate) grants to Eldorado or its nominee the sole, exclusive and irrevocable right for Eldorado or its nominee to acquire on 75% Earned Interest (“ Option ”) in the New Project to which the New Project Acceptance Notice corresponds free and clear of any Encumbrance (save any Permitted Encumbrance).

8.2 New Project Security

(a)

Upon or at any time after the grant of the Option and as condition to Eldorado making any payment under this Agreement, CCSA (either itself, or where applicable, a Hunt Affiliate) must, when requested in writing by Eldorado, grant (or cause the Operator to grant) to Eldorado or its nominee a charge, pledge, mortgage, general security agreement or other form of security agreement reasonably specified by Eldorado and which provides Eldorado with a right in rem against the New Project to assist Eldorado to secure the performance of CCSA’s or the Hunt Affiliate’s obligations under this Agreement in respect of the New Project. CCSA covenants and agrees with Eldorado that it will and will cause, promptly at any time and from time to time at the request and expense of Eldorado, execute and deliver to Eldorado all customary deeds, instruments and other documents prepared by Eldorado and do all acts and things which Eldorado may reasonably require for the purpose of granting such charge, pledge, mortgage, general security agreement or other form of security agreement over the New Project and for registering such document and Eldorado’s interests over the New Project.

(b)

Without limiting Section 8.2(b), upon or at any time after the grant of the Option, CCSA (or where applicable, a Hunt Affiliate) must, when requested in writing by Eldorado to so, delver to Eldorado’s independent counsel on reasonable professional undertakings all documents evidencing title to the New Project and signed Powers of Attorney or other instruments enabling the execution of registerable transfers and other relevant documents necessary to transfer title from CCSA (or where applicable, a Hunt Affiliate) to Eldorado or its nominee (collectively the “ Title Documents ”). The Title Documents must be held in trust by such counsel until such time as the Option is terminated:

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(ii)

through exercise of the Option; or

(iii)

in accordance with this Agreement.

Upon the Option being terminated, the Eldorado Parties must cause such counsel to release the Title Documents to CCSA.

8.3 Exercise of Option

(a)

An Eldorado Party must exercise the Option within 90 days of completion of a Stage 2 Study in respect of the subject New Project, by giving Hunt and CCSA a notice;

(i)

confirming exercise of the Option; and

(ii)

if a nominee of Eldorado is to acquire the 75% Earned Interest and the identity of the Eldorado nominee has not been previously disclosed to Hunt and CCSA, specifying the name of the Eldorado nominee;

(the “ Option Exercise Notice ”).

(b) Upon so duly exercising the Option:

(i)

Eldorado or Eldorado nominee (as applicable) will have earned and be the beneficial owner of an undivided 75% Earned Interest; and

(ii)

The subject New Project shall be elevated to Stage 3 and a Joint Venture shall be deemed constituted in respect of the subject New Project, as more particularly detailed in Section 9.2.

(c)

Upon registration of the subject New Property into the name of the Joint Venture Company, Eldorado must pay CCSA $1,500,000.

8.4 Hunt Warranties

Save in respect of any representation or warranty which:

(a)

a Hunt Party, as required hereunder, has notified Eldorado is no longer true and correct in any material respect; and

(b)

which has ceased to be true and correct through no fault of a Hunt Party,

the representations and warranties given by Hunt in and under Sections 3.1 and 3.2 will be treated as re-made and be binding upon Hunt at the date of exercise of the Option.

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8.5 Transfer of Earned Interest under Option

On or within 30 days after the date on which Eldorado has delivered the Option Exercise Notice:

(a)

CCSA and an Eldorado Party must incorporate the Joint Venture company and execute the Joint Venture Company Agreement; and

(b)

CCSA must transfer the New Project to the Joint Company.

and, until such transfer, CCSA will be deemed to be holding legal ownership of a 75% Earned Interest in trust for Eldorado and, if applicable, its nominee and must not deal with the 75% Earned Interest or any right, asset, interest or other property that comprises a part of the 75% Earned Interest, contrary to the provisions of this Agreement.

8.6 Eldorado’s Election to Terminate Without Cause

Eldorado may, at any time, elect to terminate an Option or this Agreement by delivering notice to the effect to Hunt and CCSA, however such termination will not:

(a)

release or discharge any Party from any Claim that arose or accrued prior to the date of determination; or

(b)

prejudice or otherwise affect any right, interest or benefit of Eldorado or an Eldorado Affiliate under or in connection with any other Option or any Joint Venture Company Agreement in existence as at the date of termination.

8.7 Effect of Termination of Agreement

Where Eldorado terminates this Agreement, any Option that has not been exercised by Eldorado as at the date of Termination will survive and continue in full force and effect and each Party will be released from further performance of its obligations under this Agreement to the extent that such obligations do not relate or pertain to any Option that survives termination of this Agreement.

8.8 Effect of Termination of an Option

Subject to Sections 8.6, 8.9 and 18.15, if an Option is terminated in accordance with Section 8.6 and in respect of a New Project which was the subject of a New Project Acceptance Notice pursuant to :

(a) Section 6.5(b)(i), then:

(i)

any right or interest of any Eldorado Party in and to the New Project to which the Option relates will cease and be extinguished;

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(ii)

CCSA is entitled to all Exploration Data in respect of such New Project;

(iii)

in respect of that Option, each Party will be released from further performance of its obligations under this Agreement, save pursuant to Sections 8.8(a)(iv) and (v);

(iv)

if an Eldorado Party has conducted Operations on a New Project immediately prior to the date of termination, Eldorado must, or must cause the Eldorado Affiliate to comply with applicable Law and good industry practice regarding reclamation in relation to Operations conducted on that New Project; and

(v)

an Eldorado Party must fund CCSA in respect to future Expenditures to enable CCSA to pay any amount which CCSA is legally liable to pay to its Personnel, any third party or a Governmental Authority concerning the Operations, where that liability was properly and reasonably incurred at a time when CCSA reasonably expected to conduct the Operations contemplated by any Approved Program in their entirety.

(b)

Section 6.5(b)(ii), then an Eldorado Party shall be entitled to sell and transfer the subject New Project, provided that:

(i)

the Eldorado Party must give notices to CCSA of the consideration (which must be cash consideration or valued in Dollars) for and the other terms and conditions upon which it is willing to sell and transfer such New Project;

(ii)

CCSA shall, for a period of 40 Business Days from the time of the receipt of such notice, have the exclusive option to purchase such New Project for the consideration and on the terms and conditions specified in such notice;

(iii)

if such option is not duly exercised by CCSA or if duly exercised, CCSA fails to complete the purchase on the terms and conditions specified in such notice, then the Eldorado Party may sell and transfer such New Project to a third party, provided that such sale and transfer is:

(A)

for consideration and on terms and conditions no more favourable to the buyer than those specified in such notice to CCSA; and

(B)

completed with 130 Business Days of the expiration of the 40 Business Day period specified in Section 8.8(b)(ii);

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and CCSA shall, at the Eldorado Party’s direction execute and deliver all necessary documents, in registrable form, so as to transfer, to such third party, the interest CCSA in such New Project;

(iv)

if the net consideration received by the Eldorado Party pursuant to the such sale and transfer to such third party exceeds the total of the acquisition costs paid and Expenditures made by Eldorado in respect of the subject New Project, then the Eldorado Party must remit 20% of such excess to CCSA; and

(v)

if a sale and transfer is not completed within 130 Business Days of the expiration of the 40 Business Day period specified in Section 8.8(b)(ii), then Section 8.8(b) shall again apply mutatis mutandis .

8.9 Post Termination Obligations

If Eldorado or its nominee terminates an Option or this Agreement pursuant to Section 8.6 then any plant, building, machinery, tools, equipment, camp facilities and supplies owned by an Eldorado Party or its Personnel (“ Eldorado Equipment ”) and brought and placed upon a New Project in connection with Operations will remain Eldorado’s exclusive property and may be removed by an Eldorado Party or its Personnel at any time within a period of 180 days (or such longer period as is reasonably required on account of seasonal or climatic conditions) following the termination of the relevant Option or this Agreement but if such Eldorado Party or its Personnel has not removed all Eldorado Equipment within that 180 day period (or such longer period as is reasonably required on account seasonal or climatic conditions), then the Eldorado Equipment not so removed thereafter will, upon notice from CCSA to Eldorado become the absolute property of CCSA or failing which notice it may be removed by CCSA at Eldorado’s expense. All Eldorado Equipment, until it becomes CCSA’s property or is removed from the New Project, will be the sole responsibility of Eldorado and CCSA will have no liability with regard to it.

9. Joint Venture

9.1 Application

This Section 9 will apply to each New Project in respect of which Eldorado or its nominee exercises the Option.

9.2 Formation of Joint Venture

Subject to Section 9.3, upon the exercise of the Option, Eldorado or its nominee and CCSA will be deemed to have associated themselves, pursuant to the JV Terms, as:

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(a)

Shareholders in a single purpose joint venture corporation for the purpose of conducting the Joint Venture Activities; or

(b)

If so indicated pursuant to such exercise, as part of any existing joint venture or joint venture corporation existing in respect of the New Project.

9.3 Joint Venture Company Agreement

Subject to Section 9.2(b), within 30 days of the formation of the Joint Venture pursuant to Section 9.2, Eldorado or its nominee and CCSA must, use reasonable commercial efforts to negotiate, execute and deliver a formal shareholders agreement incorporating, among other things, substantially the JV Terms. Unless otherwise agreed to by the Parties, until the Joint Venture Company Agreement has been executed by both Eldorado or its nominee and CCSA the Joint Venture will be governed by the provisions contained in Schedule C. When executed, the Joint Venture Company Agreement will exclusively govern the Joint Venture Company effective from the date Eldorado exercised the Option.

9.4 Joint Venture Company

The Parties acknowledge that in connection with any Joint Venture Company Agreement, it is required to incorporate a Sociedad Anonima in or outside of the situs of the New Project for purposes of the ongoing joint operations (a “ Joint Venture Company” ) and:

(a)

the Joint Venture company must promptly be incorporated and organized for that purpose;

(b)

the By-Laws of the Joint Venture Company will reflect the JV Terms;

(c)

Eldorado or its nominee and CCSA will each hold such number of the issued shares in the Joint Venture Company as are proportionate to their respective Participating Interests in the Joint Venture as the time of incorporation of the Joint Venture Company;

(d)

Eldorado or its nominee and Hunt must in a timely manner execute the Joint Venture Company Agreement; and

(e)

title to the New Project must be transferred to the Joint Venture Company forthwith upon the Parties and the Joint Venture Company having obtained all applicable approvals or consents of any applicable Governmental Authority.

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9.5 Assets of Joint Venture Company

If any or all of the New Project is not assigned or transferred to the Joint Venture Company as at the date on which the Joint Venture Company is formed under Section 9.2, then, until the New Project is assigned or transferred to the Joint Venture Company so as to be held in accordance with the Joint Venture Company Agreement, the respective Eldorado Party and Hunt Party will:

(a)

hold the New Project in trust for the exclusive benefit and use of the Joint Venture Company;

(b)

only:

(i)

deal with;

(ii)

make us of it; or

(iii)

cause the New Project to be dealt with or made use of,

in strict accordance with the written directions of the Joint Venture Company;

(c)

at the sole cost of the Joint Venture Company, cause to be taken such action in its name or otherwise, as the Joint Venture Company, may require so as to provide the Joint Venture Company with the benefit and use of the New Project; and

(d)

effect assignment or transfer (as the case may be) of the New Project to the Joint Venture Company.

10. Intellectual Property Rights

10.1 Application

Section 10 applies if any Hunt Party or its Personnel use or exploit any Intellectual Property Rights to acquire a Target Project or conduct Operations (“ Project IP ”).

10.2 Warranty

The Hunt Parties warrant that the Project IP and its use of by Hunt or its Personnel, or by another person at the direction of a Hunt Party or its Personnel, does not and will not infringe the Intellectual Property Rights of any person. Hunt indemnifies the Eldorado Party and its Personnel from and against any Claim, whether direct or indirect, by any person against an Eldorado Party or its Personnel alleging that the Project IP and its use by a Hunt Party or its Personnel, or by another person at the direction of a Hunt Party, infringes any Intellectual Property Right.

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10.3 Operation of Indemnity

The indemnity referred to in Section 10.2 is granted whether or not legal proceedings are instituted and, if such proceedings are instituted, irrespective of the means, manner or nature of any settlement, compromise or determination.

11. Assignment

11.1 Limitations on Assignments

(a)

Subject to Sections 11.2 and 11.3, a Party must not assign or otherwise deal with this Agreement or its rights and interests in or under this Agreement including in respect of any New Project without the prior written consent of the other Party. No assignment will be effective unless and until the intending assignee has entered into agreement with the non-assigning Party pursuant to which the intending assignee agrees to be bound by the provisions of this Agreement as if it was an original party to this Agreement in place of the assignor.

(b)

In this Section 11 “ assign ” includes:

(i)

sell, transfer, license, franchise, or otherwise dispose or part with possession of; and

(ii)

mortgage, charge, grant a lien, pledge, hypothecate, declare a trust in respect of or grant any interest in, by way of security or otherwise.

11.2 Affiliates

A Party may assign this Agreement to an Affiliate of that Party. An assignment to an Affiliate will be subject to the Affiliate and the assigning Party entering into an agreement with the other Party, in form and substance satisfactory to the other Party, acting reasonably, by which:

(a)

concurrently with the assignment of this Agreement by the assigning Party to the Affiliate the legal and beneficial interest of the assigning Party in the New Project is assigned to the Affiliate;

(b)

the Affiliate agrees to assume the obligations of the assigning Party under this Agreement and be bound by this Agreement;

(c)

the assigning Party agrees that it will remain jointly and severally liable with the Affiliate for all obligations and liabilities of the assigning Party under this Agreement;

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(d)

the assigning Party and its Affiliate agree that each other Party may at its sole option have recourse against either or both the assigning Party and the Affiliate for any and all obligations or liabilities of the assigning Party under this Agreement; and

(e)

the Affiliate agrees with each other Party in writing to re-assign this Agreement to the assigning Party (as long as the assigning Party at the time of such re-assignment remains under the same Control as at the Commencement Date and if not, then to another person which is so Controlled) before ceasing to be an Affiliate of the assigning Party.

11.3 Assignment by Eldorado

The Hunt Parties acknowledge and agree that:

(a)

it is the intention of Eldorado to assign its interest in this Agreement to an Argentine Sociedad Anonima which is an Eldorado Affiliate and subject to Section 11.2, the Hunt Parties consent to such assignment; and

(b)

Eldorado may at any time, by notice CCSA assign, or cause to be assigned, a 100% interest in such Argentine Sociedad Anonima to CCSA, provided Eldorado delivers to CCSA an indemnity (in form and content acceptable to CCSA, acting reasonably) whereby Eldorado agrees to indemnify CCSA in respect of all reasonably expenses in CCSA legally merging such Argentine Sociedad Anonima with CCSA.

(c)

Unless otherwise agreed in writing by CCSA, Eldorado remains liable for its obligations under the Agreement despite any assignment pursuant to Section 11.3.

11.4 Exceptions

Nothing in this Section 11 applies to or restricts in any manner an amalgamation or corporate reorganization involving a Party which has the effect in law of the amalgamated or surviving corporation possessing all the property, rights and interest and being subject to all the debts, liabilities and obligations of each amalgamating or predecessor corporation.

11.5 No Encumbrances

Except as expressly provided otherwise in this Agreement, the JV Terms or a Joint Venture Company Agreement, during the term of this Agreement, no Party may cause or allow an Encumbrance to be given or granted in, in respect of or over its legal or beneficial interest in the New Project or its rights under this Agreement.

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11.6 Change of Control of Hunt

A change of Control of Hunt after the Commencement Date will be deemed not to be an assignment for the purposes of Section 11.1.

12. Force Majeure

12.1 Notice of Force Majeure

Subject to Section 12.4, a Party will not be liable for any delay or failure to perform any of its obligations under this Agreement (other than an obligation of indemnification or to pay money) if as soon as possible after the beginning of the Force Majeure affecting the ability of the Party to perform any of its obligations under this Agreement, it gives a notice to each other Party that complies with Section 12.2.

12.2 Force Majeure notice

A notice given under Section 12.1 must:

(a)

specify the obligations the Party cannot perform;

(b)

fully describe the Force Majeure;

(c)

estimate the time during which the Force Majeure will continue, and

(d)

specify the measures proposed to be adopted to remedy or abate the Force Majeure.

12.3 Obligations to remedy and mitigate

The Party that is prevented from carrying out its obligations under this Agreement as a result of Force Majeure must:

(a)

remedy the Force Majeure to the extent reasonably practicable and resume performance of its obligations as soon as reasonably possible; and

(b)

take all action reasonably practicable (but without any obligations to make any monetary payment) to mitigate any liability suffered by each other Party as a result of its failure to carry out its obligations under this Agreement.

Despite the foregoing, nothing in this Section 12.3 will require the Party that is prevented from performing its obligations under this Agreement as a result of Force Majeure to resolve or compromise any labour dispute or to question or to test the validity of any law, rule, regulation or order of any Governmental

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Authority or to perform its obligations under this Agreement if Force Majeure renders performance impossible.

12.4 Effect of Force Majeure on Time and Payment

(a)

Subject to (b), in the event of Force Majeure, any time period provided for in this Agreement will be extended by a period equivalent to the period of delay or such longer period as is reasonable in the circumstances;

(b)

If, at any time before the delivery of the Option Exercise Notice by Eldorado, Force Majeure arises, then from the date that the Force Majeure arises until the Force Majeure is remedied or abates Eldorado will not be obliged to fund or incur any Expenditure, except those:

(i)

necessary to retain and maintain title of a New Project;

(ii)

necessary to protect safety or the environmental state of a New Project; and

(iii)

specifically contemplated in an Approved Program and Approved Budget to be contractual payment obligations to any third party which can not be cancelled using reasonable efforts of Hunt,

which Expenditures Eldorado must fund notwithstanding Force Majeure.

13. Confidential Information

13.1 Confidentiality

The Parties agree that this Agreement (including any drafts of it), all information (whether in tangible or electronic form) exchanged between the Parties or their Affiliates under this Agreement and all information concerning or relating to New Projects or the Operations of which it becomes aware (“ Confidential Information ”) is confidential and must be kept confidential and must not be disclosed to any person at any time or in any manner except:

(a)

to another Party;

(b)

with the prior written consent of the other Party;

(c)

to the extent that the Confidential Information was publicly available at the Commencement Date or becomes publicly available subsequent to the Commencement Date without breach of this Agreement;

(d)

as may be reasonably necessary;

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(i)

in seeking approval of any Governmental Authority for the purposes of this Agreement;

(ii)

in seeking to maintain or acquire additional Mineral Rights or Other Rights for the purposes of this Agreement; or

(iii)

to perform the Operations;

(e)

by a Party to legal, financial and other professional advisors, auditors and other consultants, officers and employees of:

(i) that Party; or

(ii) that Party’s Affiliates;

in any case requiring the information for the purposes and this Agreement (or any transaction contemplated by this Agreement), or for the purpose of advising that Party in relation to this Agreement;

(f)

to the extent required by law or by a lawful requirement of any Governmental Authority or stock exchange having jurisdiction over the Party or its Affiliates.

(g)

if required in connection with legal proceedings or arbitration relating to this Agreement or for the purpose of advising a Party in relation to legal proceedings or arbitration;

(h)

to a banker or other financial institution considering the provision of or, which has provided financial accommodation to, a Party or an Affiliate of a Party or to a trustee, representative or agent of that banker or financial institution; or

(i)

to a stock exchange (including any regular or securities commission having jurisdiction over a stock exchange) or similar public market for trading shares upon which securities of a Party or of an Affiliate of a Party are quoted after the reasonable prior consultation, if practicable, with the other Party taking place as to the nature and form of the disclosure (which does not imply that the consent or approval, of the other Party must or need be obtained). Despite the foregoing, any disclosure must be only to the minimum standards required by the applicable stock exchange, regulator, securities commission or law.

13.2 News Releases

The text of any proposed statement to a stock exchange, media releases or other public statements (“ Public Disclosure ”) which a Party intends to make with respect to a New Project or this Agreement must be made available to the other Parties at least 3 Business Days prior to publication of the proposed Public

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Disclosure for other Parties’ approval, which approval must not be unreasonably withheld or delayed. The other Parties will have 2 Business Days to review and comment on the proposed Public Disclosure. Any comments of the other Parties concerning the proposed Public Disclosure must be considered in good faith by the disclosing Party and the Public Disclosure must, as is reasonable, be amended accordingly. Despite the foregoing, if Public Disclosure in a media release must be made in a period shorter than 3 Business Days to comply with legal requirements, then a Party must give the other Parties as much time as reasonably possible to review and comment on the Public Disclosure.

13.3 Fraudulent or Negligent Disclosure

No party will be liable to the other Party for the fraudulent or negligent disclosure of Confidential Information by any of its Personnel as long as that Party has taken reasonable steps to ensure the preservation of the confidential nature of that Confidential Information.

13.4 Effect of Disclosure

Any consent of a Party given to another Party to disclose Confidential Information or to make a Public Disclosure will not be considered an approval or certification of the consenting Party:

(a)

as to the accuracy of any information contained in that Confidential Information or Public Disclosure; or

(b)

that the Confidential Information or Public Disclosure complies with applicable law or the rules, policies, by-laws and disclosure standards of any Governmental Authority, stock exchange, regulator or securities commission.

14. Termination and Remedies

14.1 Termination for Default

A Party may terminate this Agreement by notice in writing to the other Party if:

(a)

a Party (“ Defaulting Party ”) commits a breach of any provision of this Agreement and:

(i) the breach is incapable of remedy; or

(ii) the breach is capable of remedy and:

(A)

the Party has given notice to the Defaulting Party specifying the breach and requesting that it be remedied; and

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(B)

the Defaulting Party has failed to remedy that breach or has failed to take reasonable steps to commence rectifying that breach (or overcome its effects) within 20 Business Days of receiving that notice;

(b) any one of the following occurs in relation to a Party (“ Insolvent Party ”):

(i)

the Insolvent Party becomes, or informs each other Party, creditors of the Insolvent Party generally or any particular creditor of the Insolvent Party that it is, insolvent or unable to pay its debts as and when they fall due;

(ii)

a liquidator or provisional liquidator is appointed in respect of the Insolvent Party;

(iii)

a receiver or receiver and manager or an analogous person is appointed to the Insolvent Party or any of its property;

(iv)

the Insolvent Party has a mortgagee seeking to exercise a right of possession or control over the whole or a part of its property;

(v)

the Insolvent Party enters into, or calls a meeting of its members or creditors with a view to entering into, a composition, compromise or arrangement with, or an assignment for the benefit of, any of its members or creditors, or a Court orders that a meeting be convened in respect of a proposed composition, compromise or arrangement between the Insolvent Party and its creditors or any class of its creditors, other than for the purpose of reconstruction or amalgamation;

(vi)

the Insolvent Party has any execution, writ of execution, mareva or standstill injunction or similar order, attachment or other process made, levied or issued against it or in relation to any material portion of its assets;

(vii)

any application is made or other process commenced (not being an application or process withdrawn, discontinued or dismissed within 20 Business Days of being filed) seeking an order for the appointment of a provisional liquidator, a liquidator, a receiver or a receiver and manager to the Insolvent Party;

(viii)

the Insolvent Party is declared bankrupt or has filed for some form of protection from its creditors under applicable law relating to or governing bankruptcy;

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(ix)

there is a resolution of creditors or members, or an order of a court, to place in liquidation or bankruptcy or wind up the Insolvent Party; or

(x)

an event happens analogous to an event specified in Sections 14.1(b)(i) to 14.1(b)(ix) to which the law of another jurisdiction applies and the event has an effect in that jurisdiction similar to the effect which the event would have had if the law of Canada applied; and

(d)

it becomes unlawful for a Party to perform its obligations under this Agreement.

14.2 Consequences of termination

Termination of this Agreement under this Section 14 will not derogate from, affect or prejudice and rights or remedies of a Party whether arising under this Agreement or at law that have accrued prior to the date of, or arise as a consequence of, termination.

15. Dispute Resolution

15.1 Disputes

(a)

Each Party must use reasonable commercial efforts to resolve any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination (a “ Dispute ”); and

(b)

If a Dispute arises either Party may give to the other Party a written notice (“ Dispute Notice ”) specifying the Dispute, after which the Parties must consult and negotiate with each other in good in good faith with a view to resolving the Dispute.

15.2 Arbitration

If the Parties do not reach an agreement which finally disposes of the Dispute under Section 15.1 within 20 Business Days of the delivery of the Dispute Notice, then the Dispute must be referred to and finally resolved by arbitration in accordance with the remaining provisions and this Section 15.

15.3 Limitation of Action

No arbitration proceeding may be commenced unless commenced within the time period permitted for actions by the applicable statute of limitations.

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15.4 Arbitral Rules

The arbitration must be conducted in accordance with the Domestic Commercial Arbitration Rules of Procedure (“ Rules ”) of the British Columbia International Commercial Arbitration Centre (“ BCICAC ”), irrespective of whether the Commercial Arbitration Act (B.C.) or the International Commercial Arbitration Act (B.C.) applies to the arbitration.

15.5 Inconsistency between Rules and Agreement

If there is a conflict between the provisions of this Agreement and the provisions of the Rules, then the provisions of this Agreement will prevail.

15.6 Place and language of Arbitration

The place of arbitration must be Vancouver, British Columbia, and the arbitration proceedings must be conducted in the English language.

15.7 Effect of Arbitration

The arbitration will be the sole and exclusive forum for resolution of the Dispute and the award will be final and binding. The Parties agree that the award may be enforced in any jurisdiction in which either Party does business or its assets are located.

15.8 Arbitrator

(a)

Subject to Section 15.8(b), there must be a single arbitrator. The Parties must agree upon and appoint the arbitrator from the BCICAC’S roster of arbitrators for domestic commercial arbitration matters (“ List ”), failing which the BCICAC must appoint a person from the List as the arbitrator;

(b)

If the Dispute is in respect of an amount equal or greater than $2 million (exclusive of interest or legal fees), then the Dispute will be heard and determined by 3 arbitrators, who will be appointed by the Parties from the List, failing which the BCICAC must appoint 3 persons from the List as arbitrators;

(c)

Either Party may request the BCICAC to appoint persons to act as arbitrator if within 10 Business Days after referral of the Dispute to arbitration in accordance with Section 15.2 the Parties have failed to agree upon and appoint one or more arbitrators under Section 15.8(a) or Section 15.8(b) (as the case may be); and

(d)

Any person appointed as an arbitrator under this Section 15.8 must be disinterested in the Dispute, have no connection with either Party and have expertise in the subject matter of the Dispute.

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15.9 Confidentiality

Except to the extent necessary to enforce this Agreement, the arbitrator’s award or as may be required by applicable Law, each Party and its Personnel must maintain as confidential the fact of the arbitration proceeding, the arbitral award, contemporaneous or historical documents exchanged or produced during the arbitration, and memorials, briefs or other documents prepared for the arbitration.

15.10 Performance of obligations during Dispute

To the extent permitted by the nature of the Dispute, during the existence of any Dispute the Parties must continue to perform their respective obligations under this Agreement without prejudice to their position in respect of such Dispute, unless the Parties otherwise agree.

15.11 Costs

Costs of the arbitration will be paid to the successful Party unless otherwise ordered by the arbitrator or arbitral panel (as the case may be).

15.12 Consolidation of Arbitrations

If an Eldorado Party is or becomes involved in any arbitration proceedings with a Hunt Party, all such arbitrations may, at Eldorado’s sole discretion, be consolidated or joined with the other arbitration or arbitrations such that all such disputes are resolved by a single arbitral pane.

16. Notice

All notices, requests, demands or other communications required or permitted to be given by any party to another pursuant to the Agreement shall be given in writhing and delivered by personal service, or facsimile, addressed as follows, subject to any notice of change of address or fax number given in accordance herewith.

(a) in case of Eldorado

1188 – 550 Burrard Street,

Vancouver, B.C. CANADA

V6C 2B5

Attention: Dawn L. Moss

Vice President, Administration & Corporate Secretary

Facsmile: 604-687-4026

(b) in case of Hunt:

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1611 N. Molter Suite 201,

Liberty Lake, WA. 99019

USA

Attention: Matt Hughes

Facsimile: 509 892 5318

1611 N. Molter, Suite 201

Liberty Lake, WA 99019

USA

Attention: Matt Hughes

Facsimile: 509-892-528

Any notice shall be deemed to have been given and received:

(d)

if personally delivered, then on the day of personal service to the recipient, Party, provided that if such date is a day other than a Business Day, where the recipient Party is located, then such notice shall be deemed to have been given and received on the first Business Day, where the recipient Party is located, following the date of personal service; and

(e)

if sent by facsimile transmission and successfully transmission prior to noon on a Business Day, where the recipient Party is located, then on that Business Day, and if transmitted after noon on that day, then on the first Business Day, where the recipient Party is located, following the date of transmission.

17. Best Practices

17.1 Laws in respect of Corruption

(a)

In the performance of its obligations under this Agreement, each Party must, and must cause its Personnel, to comply strictly with all applicable laws, including all applicable anti-corruption laws.

(b)

Without limiting the foregoing, each Party must take no action, and must cause its Personnel to take no action, of any nature, which would

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breach the Eldorado HSEC standards or any applicable anti-corruption laws, including the Canadian Corruption of Foreign Public Officials Act , the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) , the Criminal Code of Canada , the UK Bribery Act , and the U.S. Foreign Corrupt Practices Act , including by offering, promising, giving or authorizing the giving, of anything of value, either directly or indirectly, to:

(i)

a government official including any officer or employee of a Governmental Authority or of a public international organization or any person acting in an official capacity for or on behalf of any of the foregoing or any political party or official of a political party or any candidate for political office, (each of the foregoing being a “Government Official”), in order to influence official action or otherwise secure a business advantage; or

(ii)

any individual, in order to induce that person to perform his or her job function improperly or to obtain or retain business or an unfair advantage in the course of business.

17.2 Representing and Warranties of Parties

(a)

Each Party represents and warrants that in the performance of its obligations under this Agreement it and its Personnel have not taken, and will not take, any action in breach of applicable anti-corruption laws, including the offering, promising, giving or authorizing the giving of anything of value, either directly or indirectly, to:

(i)

any Government Official, in order to influence official action or otherwise secure a business advantage; or

(ii)

any individual, in order to induce that person to perform his or her job function improperly or to obtain or retain business or an unfair advantage in the course of business.

(b)

The representations and warranties contained in Section 17.2(a) will be treated as made and be binding upon each Party continuously during the term of this Agreement; and

(c)

Each Party must, upon the request of the other Party, provide a written certificate to the other Party (in form and content satisfactory to the other Party) by which the Party certifies to the other Party that neither it or its Personnel have breached any representation or warranty given or made in Section 17.2(a).

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18. General

18.1 Indemnity

Each Party must indemnify the other Party from and against any Claim which the other Party suffers, sustains or incurs arising out of or in connection with the breach of:

(i)

any representation or warranty given or made by a Party under this Agreement; or

(ii)

or failure by, a Party or its Personnel to perform any covenant or obligations of that Party under this Agreement.

It is not necessary for a Party to incur expense or make payment before enforcing a right of indemnity conferred by this Agreement.

18.2 Parties

(a) If more than one person comprises a Party, each person:

(i)

is jointly and severely liable for the performance by the Party of the Party’s obligations under this Agreement; and

(ii)

must act only jointly in relation to the exercise by the Party of the Party’s rights under the Agreement;

(b)

An obligation, representation or warranty in favour of more than one person is for the benefit of them separately and jointly; and

(c)

A Party which is a trustee is bound personally and in its capacity as a trustee.

18.3 Relationship of Parties

(a)

The Parties agree and declare that this Agreement is not and must not be construed as constituting an association, corporation, mining partnership or any other kind of partnership and, except as expressly provided otherwise in this Agreement, nothing in this Agreement will be deemed to:

(i)

constitute a Party a partner, agent or legal representative of any other Party for any purpose whatsoever; or

(ii)

create a fiduciary relationship between the Parties; and

(b)

The rights, duties, obligations and liabilities of the Parties arising out of this Agreement will be several and not joint.

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18.4 No Holding Out

No Party may, except as expressly permitted by this Agreement, directly or indirectly use or permit the use of the name of the other Party for any purpose related to this Agreement.

18.5 Recording of Agreement

This Agreement, or a memorandum of this Agreement, will, upon the written request of a Party, be recorded in the office of any appropriate Governmental Authority identified in the written request of the requesting Party, in order to give notice to third persons of the Party’s interests that arise under this Agreement. Each Party agrees with the requesting Party to execute those documents that may be necessary to perfect such recording.

18.6 Entire Agreement

This Agreement:

(a)

is the entire agreement and understanding between the Parties on everything connected with the subject matter of this Agreement, and

(b)

supersedes any prior agreement or understanding on anything connected with that subject matter.

18.7 Amendment and variation

This Agreement may not be amended, modified, varied or supplemented except in writing signed by the Parties.

18.8 Consents or Approvals

Except where expressly specified otherwise in this Agreement, if the doing of any act, matter or thing under this Agreement is dependent on the consent or approval of a Party or is within the discretion of a Party, then the consent or approval may be given or the discretion may be exercised conditionally or unconditionally or withheld by the Party in its absolute discretion.

18.9 Waiver

The Parties agree that:

(a)

a Party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right;

(b)

the exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right;

(c)

a waiver is not effective unless it is in writing; and

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(d)

waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.

18.10 Costs and outlays

Each Party must pay its own costs and expenses connected with the preparation, negotiation and execution of this Agreement including all legal, accounting and brokers or finders fees and disbursements relating to this Agreement.

18.11 Manner of Payment

Any payment to be made to a Party may be made by electronic funds transfer to that Party’s bank as designated by that Party by notice from time to time. That bank will be deemed the agent of the designating Party for the purpose of receiving, collecting and receipting such payment.

18.12 Further Assurances

Each Party must promptly at its own cost do all things (including executing and if necessary delivering all documents) reasonably necessary or desirable to give full effect to this Agreement and the transactions contemplated by it.

18.13 Special Remedies

Each Party acknowledges and agrees that:

(a)

any breach by it of Section 11 (Assignment) or Section 13 (Confidential Information) would constitute an injury and cause damage to each other Party which is impossible to measure monetarily;

(b)

monetary damages alone would not be sufficient remedy for a breach of Section 11 or Section 13;

(c)

in addition to any other remedy which may be available in law or equity, a Party is entitled to interim, interlocutory and permanent injunctions or any of them to prevent a breach of Section 11 or Section 13 and to compel specific performance of any one or more of those Sections; and

(d)

any Party intending to breach or which breaches Section 11 or Section 13 hereby waives any defence it may have a law, in equity or under statute to such injunctive or equitable relief.

18.14 Records and Data

Subject to Section 13, each Party will be entitled to retain a copy of all Exploration Data and other information provided to it in respect of a New Project.

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18.15 Survival

Sections 2.4, 5.11, 7.2, 8.9, 10.2, 10.3, 13, 14.2, 15, 18.1, 18.13 and 18.5 and all limitations of liability and rights accrued prior to completion, termination, or expiration of this Agreement will not merge on completion, termination, or expiration of this Agreement, but will continue in full force and effect after any termination or expiration of this Agreement as will any other provision of this Agreement which expressly or by implication from its nature is intended to survive the termination or expiration of this Agreement.

18.16 Governing Law

(a)

This Agreement is solely governed by the law in force in British Columbia and the laws of Canada applicable in British Columbia without giving effect to the conflict of laws principles in British Columbia and without reference to the laws of any other jurisdiction; and

(b)

Subject to Section 15, each Party:

(i)

irrevocably and unconditionally submits to and accepts the exclusive jurisdiction of the courts exercising jurisdiction in British Columbia, and any court that may hear appeals from any of those courts, for any proceeding in connection with this Agreement, subject to the right to enforce a judgment obtained in any of those courts in any other jurisdiction; and

(ii)

irrevocably waives any objection to the venue of any legal process commenced in the courts of British Columbia on the basis that the process has been brought in an inconvenient forum.

18.17 Violation of Law of another Jurisdiction

If this Agreement is intended to be performed in more than one jurisdiction, and its performance would be a violation of the applicable law of a jurisdiction where it is intended to be performed, this Agreement is binding in those jurisdictions in which it is valid and the Parties will use their reasonable efforts to re-negotiate and amend this Agreement so that its performance does not involve a violation of the applicable law of the jurisdiction where its performance would be a violation.

18.18 Severability

(a)

If anything in this Agreement is unenforceable, illegal or void then it is severed and the rest of this Agreement remains in force; and

(b)

Where a provision of this Agreement is prohibited or unenforceable, the Parties must negotiate in good faith to replace the invalid provision by a provision which is in accordance with the applicable law and which must be as close as legally possible to having the same

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economic and legal effect on the Parties and appropriate consequential amendments (if any) will be made to this Agreement.

18.19 Successors and Assigns

This Agreement will enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

18.20 No Third Party Rights

Except as expressly provided otherwise in the Agreement, nothing in this Agreement (whatever express or implied) is intended, or will be construed, to confer upon or give any person other than the Parties and their successors or permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, or result in such person being deemed a third party beneficiary of this Agreement.

18.21 Counterparts

This Agreement may be executed in any number of counterparts. Each counterpart is an original, but the counterparts together are one and the same document. This Agreement is binding on the Parties on the exchange of counterparts. A copy of a counterpart sent by facsimile machine or by electronic mail:

(a) must be treated as an original counterpart;

(b) is sufficient evidence of the execution of the original; and

18.22 Execution-Authorized Officer to Sign

Each person signing this Agreement as an authorized officer of a Party hereby represents and warrants that he or she is dully authorized to sign this Agreement for that Party and that this Agreement will, upon having been so executed, be binding on that Party in accordance with its terms.

Executed as an Agreement as of the Commencement Date:

Eldorado Gold Corporation

By: NORM PITCHER

Name: Norm Pitcher

Title: Chief Operating Officer

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Hunt Mining Corp.

By: TIMOTHY R. HUNT

Name: Timothy R. Hunt

Title: Executive Chairman

Hunt Mining

Cerro Cazador S.A.

By: MATT HUGHES

Name: Matthew J. Hughes

Title: CCSA Vice President, Director

Hunt Mining President, CEO

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SCHEDULE C

JV TERMS

1. Joint Venture Company Formation

The Agreement contemplates the Parties forming a joint venture company that will be governed by the Joint Venture Company Agreement having, to the extent permitted by law, substantially the terms set out in this Schedule C. The terms set out in this Schedule C are not exhaustive nor complete, and are expected to be augmented by additional agreements between the Parties not inconsistent herewith.

2. Definitions

Unless the context otherwise requires, in the Joint Venture Company Agreement:

(a)

“ Approved Budget ” means a budget of estimated Share Capital Contribution approved by the Board relating to the carrying out of an Approved Program or otherwise to be incurred during the period to which an Approved Budget relates;

(b)

“ Approved Program ” means a program of Joint Venture Activities approved by the Board;

(c)

“ Board ” means the Board of directors of the Joint Venture Company;

(d)

“ Cash Call Notice ” has the meaning given in Section 6.2;

(e)

“ Chargee ” has the meaning given in Section 11.1;

(f)

“ Commercial Production ” means the operation of all or part of the Property as a producing mine, but does not include bulk sampling or milling for the purpose of testing or milling by a pilot plant, and will be deemed to have commenced on the first day of the month following the first 30 consecutive days during which the principal Mineral of interest or other material Minerals have been produced from a mine at an average rate of not less than 65% of the initial rated capacity if a plant is located on the Property or if no plant is located on the Property, the last day of the first period of 30 consecutive days during which ore has been shipped from the Property on a reasonably regular basis for the purpose of earning revenues, whether to a plant or facility constructed for that purpose or to a plant or facility already in existence;

(g)

“ Defaulting Participant ” means a Participant which is in material breach of any of the provisions of the Joint Venture Company Agreement;

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(h)

“ Effective Date ” means the date on which the Joint Venture was formed pursuant to Section 9.2 of the Exploration Agreement;

(i)

“ Expenditure ” in addition to cash expenditure includes costs, obligations and liabilities incurred or properly accrued but not yet met;

(j)

“ Exploration Agreement ” means a written exploration agreement dated effective May 3, 2012 between Eldorado, Hunt and CCSA to which these JV Terms are attached as a schedule;

(k)

“ Joint Venture Activities ” means all and any activities directed to the achievement of the purposes of the Joint Venture as set out in Section 3;

(l)

“ Joint Venture Company Agreement ” means a shareholders agreement entered into between the shareholders of the Joint Venture Company;

(m)

“ Joint Venture Company ” means a Sociedad Anonima incorporated to carry on the Joint Venture Activities;

(n)

“ Share Capital Contribution ” means all Expenditure incurred under or in connection with the Joint Venture Company Agreement;

(o)

“ Joint Venture Property ” means:

(i) the Property;

(ii) any Mining Operation;

(iii)

all fixtures, tools, vehicles, spare parts, consumable stores, machinery, plant, equipment and supplies acquired, provided, gained or developed under the Joint Venture Company Agreement;

(iv)

all mining, materials supply, power supply, water supply and maintenance contracts and agreements entered into for the purposes of the Joint Venture Company Agreement;

(v)

all information (including any maps, drill core, samples, assays, geological and other technical reports, studies, designs, plans and financial or other records) in relation to the Property acquired, provided, gained or developed under the Joint Venture Company Agreement or in the possession or under the control of any of the Participants and the Operator (if not a Participant); and

(vi)

all other property or rights of any description (including intellectual property rights), whether real or personal, acquired, provided,

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gained or developed under the Joint Venture Company Agreement other than saleable Mineral Product;

(p)

“ Mine ” means the workings established and the property acquired, including any plant and concentrator installation, processing facility, infrastructure, mining plant and equipment, stores, consumables, housing, airport and other facilities in order to bring the Property into Commercial Production;

(q)

“ Minerals ” means all ores, solutions and concentrates or metals derived from them, containing precious, base and industrial minerals (including gems) which are found in, on or under the Property and may lawfully be explored for, mined and sold under the rights and other instruments of title under which the Property is held;

(r)

“ Mineral Product ” means any Mineral in any form or compound whatsoever;

(s)

“ Mining Operation ” means an operation (of which a Mine forms part) directed to the winning of ore, and the treatment of ore to produce commercial quantities of saleable Minerals;

(t)

“ Non-Operator ” means any Participant which, at the relevant time, is not the Operator;

(u)

“ Operator ” has the meaning given in Section 8.1;

(v)

“ Participating Interest ” means in relation to a Participant, the proportionate number of shares in the Joint Venture Company owned by and registered to a Participant plus any loans that may be advanced by a Participant to the Joint Venture Company;

(w)

“ Participant ” means a party to the Joint Venture Company Agreement that has a Participating Interest;

(x)

“ Property ” means the New Project;

(y)

“ Security Participant ” has the meaning in Section 11:1;

(z)

“ Selling Participant ” means a Participant who desires or is compelled to sell, transfer, assign or dispose of the whole or any part of its Participating Interest;

(aa)

a reference to a Section is to a Section of this Schedule B; and

(bb)

any capitalized term not specifically defined herein shall be the meaning given in the Exploration Agreement.

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3. Business of Joint Venture Company

The Participants will incorporate the Joint Venture Company for the following purposes:

(a)

to carry out exploration of the Property for Minerals;

(b)

if results justify so doing, to make technical, commercial and economic feasibility studies to establish whether or not a Mining Operation is economically viable in or on the Property;

(c)

if any Mining Operation is considered technically, commercially and economically viable, to develop one or more Mines and to commence and continue production of saleable Mineral Product on a commercial scale; and

(d)

any other activity in connection with or incidental to any of the foregoing including the beneficiation, processing or refining of Mineral Product.

4. Initial Participating Interests and Share Capital Contributions

4.1 Participating Interests

The Participating Interests of the Participants on the Effective Date will be:

(a) Eldorado as to 75%, and

(b) Hunt as to 25%.

4.2 Share Capital Contributions

Upon the formation of the Joint Venture, the Share Capital Contribution contributed by the Participants will be deemed (notwithstanding any law or accounting policy to the contrary) to be:

(a)

Eldorado - $[ INSERT AMOUT OF EXPENDITURES INCURRED ]; and

(b) Hunt - $[ INSERT ELDORADO AMOUNT ABOVE X 25/75 ].

5. Rights and Liabilities of Participants

5.1 Participants not Fiduciaries

Nothing contained in the Joint Venture Company Agreement will be construed as imposing any fiduciary duty on any Participant with respect to any activities carried out or decisions made as contemplated in the Joint Venture Company

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Agreement and to the maximum extent permitted by law, no nominee of a Participant to the Board will have any such fiduciary duty or liability.

5.2 Holding of Joint Venture Property

All Joint Venture Property, whether acquired before or after the Commencement Date, must wherever practicable be held by the Joint Venture Company. All Joint Venture Property held by the Joint Venture Company must be held, used, dealt with or applied solely for the purposes of the Joint Venture or as otherwise permitted under the Joint Venture Company Agreement.

6. Share Capital Contribution

6.1 Obligation to Contribute

Subject to Section 10.1, each Participant must contribute all Share Capital Contribution incurred in conducting Approved Programs and otherwise incurred as contemplated by Approved Budgets or otherwise incurred in a manner provided for in the Joint Venture Company Agreement in proportion to its Participating Interest on each date on which a contribution is due to be made.

6.2 Timing of Contributions

If contributions to Share Capital Contribution are required to be made by a Participant under the Joint Venture Company Agreement, then the Operator must issue a notice to each Participant (“ Cash Call Notice ”) for each calendar quarter. Any Cash Call Notice must not be issued more than 40 Business Days but not less than 30 Business Days in advance of the calendar quarter to which the Cash Call Notice relates.

6.3 Operator’s Cash Call Notices

Subject to Section 10.1, all contributions to Share Capital Contribution required to be made by a Participant under the Joint Venture Company Agreement must be made by that Participant paying to the Operator, on or 30 days before the first day of the calendar quarter to which the Cash Call Notice relates, the amount stated in the Cash Call Notice as being the amount due to contributed by that Participant.

7. Board

7.1 Establishment

A Board of directors will be established reflecting insofar as lawfully possible for the Joint Venture Company, the terms hereof and the parties shall adopt corporate articles, by-laws or other Constitutional documents to reflect the terms. hereof (“ Board ”).

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7.2 Number of Members

The Board must consist of 3 members.

7.3 Appointment of Members

CCSA must appoint 1 of the members (who must be an Argentine resident) and Eldorado must appoint 2 of the members (one of whom must be an Argentine resident) and each Participant must appoint at least 1 alternate member for the time being of the Board and each Participant may remove any person so appointed by it and appoint another person in his or her place (provided that the above respective Argentine residency requirement is satisfied). Each appointment and removal of a member must be effective by notice in writing signed by an authorised officer of the appointing Participant. An alternate member may attend all meetings and an alternate member may act in place of a Participant’s appointed member in such member’s absence.

7.4 Quorum

A quorum at a meeting of the Board must comprise a majority of its members. Otherwise, governance pertaining to quorum shall follow the protocol detailed in Section 4.7 of the Exploration Agreement, mutatis mutandis .

7.5 Votes

The members will have 1 vote each.

7.6 Chairperson

(a)

A member of the Board appointed by the Operator will be the chair of Board meetings;

(b)

The chair will be entitled to appoint the secretary for the meeting. The secretary of the meeting must take minutes of that meeting and circulate copies of the minutes to each member and each alternate member; and

(c)

If there is a tie vote on any matter requiring a simple majority of the votes cast, then the chair will have a deciding vote.

7.7 Decisions by Majority Vote

Except where a provision of the Joint Venture Company Agreement expressly provides otherwise or requires a unanimous resolution all questions before the Board will be decided by a simple majority of the votes cast.

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7.8 Unanimous Resolutions

A unanimous resolution of Participant shareholders will be required for decisions relating to the following:

(a)

the giving jointly by the Participants of any mortgage, charge, guarantee or other form of security interest (whether direct or indirect) to secure the obligation of any person arising under the Joint Venture Company Agreement or otherwise in relation to Joint Venture Property;

(b)

any matter going to the fundamental operation of the Joint Venture Company or the relationship between the Participants except any decision that the Joint Venture be conducted by a Joint Venture Company;

(c)

any decision to fund the Joint Venture Company other than by Share Capital Contributions

(d)

any decision to permanently suspend or defer Joint Venture Activities or place any Mining Operation on an extended care and maintenance basis or to commence or recommence operations at a Mining Operations; and

(e)

amendment of the Joint Venture Company Agreement.

7.9 Meetings of Board

Board meetings are to be held at least quarterly and are permitted by telephone. Otherwise, the conduct of meetings shall follow the protocol detailed in Section 4.5 of the Exploration Agreement, mutatis mutandis .

8. Operator

8.1 Operator and Removal Operator

(a)

Subject to the creation of a Joint Venture Company, Eldorado will be operator appointed by contract with the Joint Venture Company (“ Operator ”) and will remain so unless the Operator resigns or is removed for default or becomes an Insolvent Party.

8.2 Operator Obligations

(a)

The Operator, among other usual and standard obligations, must keep the Property in good standing and free of any Encumbrances, comply with applicable law, maintain proper books and accounts and adequate insurance and operate according to good mining practices and the Eldorado HSEC standards;

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(b)

The Operator must conduct Joint Venture Activities in accordance with Approved Programs and Approved Budgets;

(c)

The Operator must deliver the following reports to the Board:

(i)

a monthly progress report indicating the status of any Approved Program being conducted on the Property and disclosing any significant technical data learned or obtained in connection with such work, along with an estimate of the Expenditure incurred during that month, but progress reports will only be required quarterly during those periods in which there is no work being conducted; and

(ii)

as soon as practical after verification by the Operator, a report in respect of any material exploration results or adverse events.

8.3 Prohibitions

The Operator must not, except with the prior approval of the Board or except in an emergency or as necessary to protect property and persons:

(a)

knowingly enter into any contract or arrangement in connection with the Joint Venture with a Participant or an Affiliate of a Participant;

(b)

except where sufficient details are provided in an Approved Program or Approved Budget enter into any contract or subcontract involving a commitment to Expenditure, whether capital or operating, in excess of $500,000:

(c)

except where expressly contemplated in an Approved Program or Approved Budget, sell or otherwise dispose of any Joint Venture Property having a market value exceeding $500,000;

(d)

institute, defend, compromise or settle any court or arbitral proceedings or insurance claim involving an amount in excess of $500,000; or

(e)

except as necessary to comply with law or the requirements of any Governmental Authority having jurisdiction, suspend or curtail any Mining Operation.

8.4 Indemnification of Operator

Subject to Section 8.5, each Participant must indemnify the Operator from and against any liability, loss, damage, claim, demand, proceeding, expense, injury or death (including legal fees) suffered, sustained or incurred by the Operator which arises out of or as a consequence of the performance by the Operator or its

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Exploration Agreement

officers, employees or agents of the Operator’s obligations under the Joint Venture Company Agreement.

Notwithstanding the foregoing, the Operator will not be indemnified by any Participant for any loss, liability, claim, demand, damage, expense, injury or death (including, without limiting the generality of the foregoing, legal fees) resulting solely from the gross negligence or wilful misconduct of the Operator or its officers, employees or agents.

8.5 Appointment of Liability

(a)

The obligation of the Participants to indemnity the Operator (whether under Section 8.4 or otherwise) will be in proportion to their respective Participating Interest as at the date that the loss, liability, claim, demand, damage, expense, injury or death occurred or arose.

(b)

A Participant’s liability to indemnify the Operator (whether under Section 8.4 or otherwise) will be reduced proportionally to the extent that any default, negligent act, omission or wilful misconduct of the Operator or its officers, employees, or agents has caused or contributed to any liability, loss, damage, claim, demand, proceeding, expense, injury or death.

8.6 Operator’s Fee

The Operator may charge an appropriate fee for management of the Joint Venture, which fee will be determined by the Board on the principle that the Operator, if a Participant, shall neither suffer a loss nor enjoy a profit on account of acting as Operator.

9. Programs and Production Programs

9.1 Annual Programs and Budgets

The Operator must submit annual programs and budgets for Board approval. The proposed budget must contain quarterly Expenditure projections.

9.2 Right of Participant to propose Program and Budget

If the Operator fails to submit an annual program and budget with budgeted Expenditure equal to or greater than $100,000, then a Participant who is not the Operator may propose to the Board on annual program and budget with budgeted Expenditure equal to or greater than $100,000. If such a program and budget is approved and a Participant is the Operator and such Participant elects not to participate in the Approved Program and make contributions to the Expenditure required by the Approved Budget, then the Non-Operator may elect to become Operator of the Joint Venture for the purposes of carrying out that

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Exploration Agreement

Approved Program. Thereafter, the Participant with the largest Participating Interest will have the first right to propose an annual program and budget.

9.3 Operator’s Authority

The approval of a program and budget by the Board will be authority for the Operator to undertake the Joint Venture Activities specified in and incidental to the program and to incur on behalf of the Participants the Share Capital Contributions estimated in and incidental to the budget but the Operator must not incur Expenditure in the performance of the Joint Venture Activities specified in an Approved Program and an Approved Budget in an amount which exceeds by more than 10% the total of the Share Capital Contribution estimated within an Approved Program and an Approved Budget except:

(a)

in an emergency, as considered by the Operator necessary to maintain and preserve the Joint Venture Property or to preserve or protect human health and safety, property or the environment in respect of the Joint Venture Property;

(b)

to effect and maintain required insurances;

(c)

in accordance with a prior approval obtained from the Board; or

(d)

as necessary to comply with any law or requirement of a Governmental Authority having jurisdiction where reference to the Board is impracticable and until such reference becomes practical.

10. Dilution

10.1 Election to Dilute

Each Participant may, by notice in writing to the other Participant and the Operator given within 10 Business Days after the approval by the Board of a program and budget, elect:

(a)

not to contribute to the required Share Capital Contribution to be incurred during the period to which that Approved Budget relates; or

(b)

to reduce its contribution to the Share Capital Contribution to be incurred during the period to which that Approved Budget relates by contributing less than the amount that it would, but for this Section 10.1(b), be required to contribute under Section 6.1.

10.2 Consequence of Election

If a Participant gives notice as permitted by Section 10.1 then:

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Exploration Agreement

(a)

in the case where that Participant gives notice under Section 10.1(a), it will not be entitled or obliged to contribute to Share Capital Contribution incurred from the commencement of the period covered by the Approved Budget in relation to which the notice was given until it becomes entitled and obliged to recommence contributing to Share Capital Contribution;

(b)

in the case where that Participant gives notice under Section 10.1(b), it will only be entitled and obliged to contribute to Share Capital Contribution in reduced amount specified in the notice given by it under Section 10.1(b) until it becomes entitled and obliged to recommence contributing in full to Share Capital Contribution; and

(c)

during the period for which a Participant is not entitled nor obliged to so contribute, its Participating Interest will dilute.

10.3 Dilution

During any period in which the Participating Interest of a Participant is diluting Participating Interests of the Participants will be calculated as follows:

PI = 100 x PTE

where;

PI is the Participating Interest of a Participating expressed as a % of share capital

PTE is the Participant’s Total Expenditure as at date the Participant elects not to contribute

TE is Total Expenditure of a Participants

And from time to time the parties shall co-operate in such share transfers, share cancellations or share issuances, as is recommended by tax counsel of the Joint Venture Company to reflect such dilution.

10.4 Operator to Make Calculation

If a Participant’s Participating Interest is diluting in accordance with Section 10.3, then calculations of Participating Interest must be made in each calendar quarter by the Operator at the same time as it prepares a Cash Call Notice in respect of a calendar quarter (and such a determination must also be made immediately upon a Participant, whose Participating Interest has been diluting, again becoming entitled and obliged to contribute to Share Capital Contribution). The Operator must, after having made such a calculation, notify the Participants of their respective Participating Interests and of the date on which the calculation

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Exploration Agreement

of the Participating Interest was made by incorporating that information within the Cash Call Notice referred to above.

10.5 Failure to pay Contributions to Expenditure

A Participant’s failure to contribute to the Share Capital Contribution after electing to contribute constitutes default and will result in dilution at double the rate provided in Section 10.3, through the ‘PTE’ of the non-diluting Participant being multiplied by 2.

10.6 Small Interests

If a Participant’s Participating Interest in the Joint Venture is diluted (whether by operation of Section 10.3 or otherwise) to less than 10%, then its Participating Interest in the Joint Venture may, at the option of the non-diluted Participant, be converted to a royalty on the terms specified in Schedule 1 hereto in exchange for the assignment of the Participating Interest of that Participant to the remaining Participant, or, where there is more than one remaining Participant, in proportion to their then respective existing Participating Interest.

11. Project Financing

11.1 No Charging

No Participant may give or create any Encumbrance in or over the Joint Venture Property. A Participant may pledge or mortgage its Participating Interest where the funds are used to fund Cash Call Notices, provided that the lender executes an acknowledgement in favour of the other Participant providing that, in the event of any realization:

(a)

the lender will be bound by the terms of the Joint Venture Company Agreement; and

(b)

is subject to an obligation of first offer to the other Participant prior to any sale or transfer of the Participating Interest.

12. Assignment

12.1 Assignment to Affiliates

(a)

Each Participant may at any time assign part or all of its Participating Interest to an Affiliate of that Participating as long as the Affiliate enters into an agreement with the remaining Participant on terms to its satisfaction including terms by which:

(i)

it agrees to be bound by the Joint Venture Company Agreement; and

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Exploration Agreement

(ii)

if an Affiliate to which a Participant has assigned the whole or any part of its Participating Interest ceases to be an Affiliate of the assigning Participant it must immediately re-transfer that Participating Interest to the assigning Participant.

(b)

Unless otherwise agreed in writing by the Participants other than the Assignor, the Assignor remains liable for its obligations under the Agreement despite any assignment by the Assignor of any or all of its Participating Interest in an Affiliate

12.2 Assignment to Third Parties and Right of First Refusal

Subject to Section 12.4, any Participant may at any time and from time to time see or assign all or part of its Participating Interest to a third party as long as:

(a)

the Selling Participant first gives notice to the other Participant of the consideration (which must be a cash consideration) for which and the other terms and conditions upon which it wishes to sell or assign following which the other Participant must for a period of 20 Business Days from the time of receipt of that notice have the exclusive right and option to purchase that Participating Interest (or any relevant part of it) for the consideration (or for its cash equivalent) and on the terms and conditions specified in the notice;

(b)

the option granted by Section 12.2(a) may be exercised by the other Participant however the whole of the offered Participating Interest must be taken up by the other Participant otherwise the selling Participant may proceed to sell the whole offered interest to the third party; and

(c)

subject to the provisions of all Security (if any), if the option granted by Section 12.2(a) is not exercised then the Selling Participant may sell or assign the whole or part of its Participating Interest (as specified in its notice under Section 12.2(a)) to a third party for the consideration and on terms and conditions no more favourable than those specified in the notice to the other Participant under Section 12.2(a) as long as the sale or assignment is evidenced in writing and to the extent consistent with those terms and conditions, completed within 60 Business Days of the expiration of the period of 20 Business Days specified in Section 12.2(a).

12.3 Pre-emptive Rights

If a Participant receives a bona fide offer for the purchase or acquisition of the whole or any part of its Participating Interest with offer the Selling Participant desires to accept then the Selling Participant must, before unconditionally accepting the offer, notify the other Participant of the name of the offeror and of all of the terms and conditions of the offer and, if the consideration or any part of it is not in cash, of the cash value of the consideration or the relevant part of the

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Exploration Agreement

consideration as determined by the Selling Participant and the following provisions will then apply:

(a)

within 5 Business Days after receipt of a notice under this Section 12.3 the other Participant may object in writing to determination of the cash value of the consideration the subject matter of the offer and upon such an objection being made all of the Participants must seek to agree upon that cash value but if they cannot reach agreement within 5 Business Days after the date of objection, then that cash value will constitute a Dispute to be resolved in accordance with Section 15.3 (the cost of which determination must be borne, if the cash value determined is less than that determined by the Selling Participant, by the Selling Participant and in any other case by the Participant which objects to the Selling Participant’s determination);

(b)

the Participant other than the Selling Participant will have an option exercisable by notice in writing to the Selling Participant within 40 Business Days of the date of the Selling Participant’s notice under this Section 12.3 to acquire upon the same terms and conditions as are contained in the offer and for the consideration expressed in the offer or in lieu of any part of that consideration which is not a cash consideration, the cash value of it as determined or agreed in accordance with Section 12.3(a), the Participating Interest of the Selling Participant (or the part of the Participating Interest which is the subject matter of the offer) as the case may be;

(c)

subject to the provisions of all Security, if the option granted under Section 12.3(b) is not duly exercised, then the Selling Participant may, subject to compliance with Section 12.4, within 5 Business Days after the expiry of the option accept the offer without any alteration whatsoever and if it does so it must take all reasonable steps, subject always to the terms of the offer, to complete the sale and purchase thereby arising within 40 Business Days after the date of acceptance; and

(d)

if the offer is not accepted within the time allowed in Section 12.3(c) or any material alteration of the offer is proposed the Selling Participant must not accept the offer after that time or as so altered without first having again complied with the foregoing provisions of this Section 12.3.

12.4 General Requirements

No assignment in whole or in part of a Participating Interest to a third person (including an Affiliate) will be effective unless and until:

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Exploration Agreement

(a)

the assignee agrees with the other Participant (in form and terms satisfactory to that Participant) to assume and perform the duties, liabilities, terms and conditions by the Joint Venture Company Agreement binding on the assigning Participant in relation to the Participating Interest being assigned; and

(b)

the assignee secures any and all necessary approvals of any Governmental Authority to that assignment.

12.5 Assignment by Eldorado to CCSA

(a)

Eldorado may at any time, by notice to CCSA assign its Participating Interest to CCSA, provided Eldorado delivers to CCSA an indemnity (in form and content acceptable to CCSA, acting reasonably) whereby Eldorado agrees to indemnify CCSA in respect of all reasonable expenses in CCSA legally merging the Joint Venture Company with CCSA.

(b)

Unless otherwise agreed in writing by CCSA, Eldorado remains liable for its obligation under the Joint Venture Company Agreement despite any assignment pursuant to Section 12.5.

13. Default

13.1 Prior to Commercial Production

If at any time before the commencement of Commercial Production a Participant is a Defaulting Participant and the default is capable of remedy and the Defaulting Participant does not remedy that default within 20 Business Days after the Operator or a Non-defaulting Participant gives notice to the Defaulting Participant specifying the default and requiring it to be remedied then upon the expiration of the 20 Business Days referred to above, the Non-defaulting Participant will have an option to purchase the Defaulting Participant’s Participating Interest for a price equal to 80% of the average of the independent valuations of the defaulting Participant’s Participating Interest performed by 2 independent experts nominated by the Non-defaulting Participant. If the option granted under this Section 13.1 is not exercised, then the Non-defaulting Participant must use reasonable efforts to dispose of the Defaulting Participant’s Participating Interest for the price reasonably obtainable from a purchaser willing to comply with Section 12.4. All costs of the independent valuation and the costs of sale are to be borne by the Defaulting Participant and may be deducted from any proceeds of sale.

13.2 After Commercial Production

If, at any time after the commencement of Commercial Production, a Participant becomes a Defaulting Participant, then, at the expiration of the period of 15 Business Days after notice is given by a Non-defaulting Participant to the

Page 15

Exploration Agreement

Defaulting Participant, if the Defaulting Participant is then still a Defaulting Participant the Participating Interest will vest in the Operator, in trust, for sale. After a trust for sale arises under this Section 13.2, the non-defaulting Participant will have an option to purchase the Defaulting Participant’s Participating Interest for a price equal to the average of the independent valuations of the defaulting Participant’s Participating Interest performed by 2 independent experts. If the option granted under this Section 13.2 is not exercised, the Operator must use reasonable efforts to dispose of the Participating Interest held in trust for sale for the best price reasonably obtainable from a purchaser willing to comply with Section 12.4.

14. Withdrawal and Winding Up

No withdrawal by a Participant (including pursuant to Section 12.4) or winding up of the Joint Venture without adequate payment of, or security for, reclamation and closure costs.

15. Other

15.1 Force Majeure

Force Majeure provisions substantially as in Section 12 of the Exploration Agreement.

15.2 Confidentiality

Confidentiality provisions substantially as in Section 13 of the Exploration Agreement.

15.3 Dispute Resolution

As in Section 15 of the Exploration Agreement.

15.4 Additional Provisions

Such other provisions as may be customary and reasonable in mining joint venture shareholders agreements of this type.

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Exploration Agreement

SCHEDULE 1 TO JOINT VENTURE TERMS

NET SMELTER RETURNS ROYALTY

___ (the “ Payer ”) hereby grants to ___ (the “ Payee ”) a royalty (the “ Royalty ”) equal to one percent (1%) of Net Smelter Returns (as hereinafter defined) on all ores, solutions and concentrates or metals derived from therefrom, containing precious, base and industrial minerals (the “ Minerals ”) which are found in, on or under the the mineral claims listed in Annexure 1 attached hereto and any mineral tenure derived therefrom (“the Project ”).

Terms

2. All capitalized terms will have the meanings defined herein.

Determination of Net Smelter Returns

If and when ore or concentrate derived from or extracted from the Project (other than bulk sampling) is shipped to a smelter, refinery or other processing facility wherever located and there has been a final settlement by such facility in respect to such delivery, the “ Net Smelter Returns ” will mean the net amount shown due by the smelter or other place of sale, as indicated by its returns or settlement sheets, less the Allowable Deductions.

Allowable Deductions

4. “Allowable Deductions” means, to the extent borne or to be borne by the Payor:

(a)

charges for, and taxes on, transportation of ore or concentrates, as well as insurances thereon, from the plant producing the saleable products to a smelter, refinery or other place of treatment, from the smelter or other place of treatment to the refinery and from the refinery to the place of sale;

(b)

insurance and security costs and charges related to the sale of ore or concentrates;

(c)

smelting and refining costs as including all treatment charges and penalties made by the purchaser of ore or concentrates, including without limitation metal losses and penalties for impurities paid by the Payor to third parties. In the case of leaching operations or other solution mining or beneficiation techniques, where the metal being treated is precipitated or otherwise directly derived from such leach solution, all processing and recovery costs incurred beyond the point at which the metal being treated is in solution, shall be considered as treatment charges;

(d)

government imposed production and ad valorem taxes (but excluding taxes on income); and

Page 1

Exploration Agreement

(e)

all umpire charges.

5.	For greater certainty, the Royalty will not be paid on and will not apply to any Minerals derived from ore extracted from properties other than the Project where such ores are processed on the Project.

6.	It is mutually understood that advance sales, forward sales, hedging, and other speculative sales arrangements will be solely for the account, benefit and risk of the Payor, and will not enure to the benefit or loss of the Payee.

The Payor hereby warrants and undertakes that it will exercise all due diligence and take care in selecting any smelter, refinery or other processing facility under this Royalty Agreement. The Payor further undertakes to compensate or reimburse the Payee in full for all or any loss or damage suffered by any of them due to any breach of this Article.

Commingling

The Payor may commingle ores from the Project with ores from other properties, either before or after concentration, provided the Payor and the Payee have reached agreement as to the methods and protocols for securing all data necessary to determine the weight, grade, metallurgical recovery and other pertinent data for both the ores removed from the Project and the ores with which they are commingled in accordance with sound mining and metallurgical practices. The Payor will then use such methods, protocols and information to allocate any value received between the Project and the other properties from which the other commingled ores were produced. All such allocation calculations will be done in accordance with sound mining and metallurgical practices. If the Payor and the Payee are not able to reach agreement on the terms and conditions of commingling, then the matter will be resolved in accordance with Section 8 herein.

Payment

Net Smelter Returns will be calculated for each sale of Minerals in which Net Smelter Returns are realized, and payment of the Royalty as due hereunder will be made within thirty (30) days following the completion of such sale. Such payments will be accompanied by a statement summarising the computation of Net Smelter Returns and copies of all relevant settlement sheets in respect of sale of Minerals. Each statement to the Payee with respect to a Royalty payment will be signed by an officer of the Payor. Such payments of the Royalty are provisional and subject to adjustment within thirty (30) days following the completion of the sale. If there is a decrease or increase in the Royalty payable for a period then the Payor will deduct or add such overpayment or underpayment of the Royalty from the Royalty payable in the next period. Within thirty (30) days after the end of each calendar year, the Payor will deliver to the Payee an unaudited statement of the amount of the Royalty paid to the Payee

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Exploration Agreement

during the year and the calculation thereof. All year-end statements will be deemed true and correct six months after presentation, unless within that period the Payee delivers notice to the Payor specifying with particularity the grounds for each exception.

10.	The Payor will keep and maintain records of all information related to the determination of the Net Smelter Returns and the Royalty payable, for a period of two years.

11.

The Payee will be entitled, at the Payee’s expense, to an annual independent audit of the statement of the Royalty payable by a certified public accountant of recognised standing and acceptable to the Payor. Such audit will occur only if the Payee delivers to the Payor within four months after presentation of the related year-end statement, a demand for an audit of the Royalty.

12.	Any Royalty not timely paid will incur interest on the outstanding amount calculated daily at a rate of 8% per annum compounded quarterly.

13.

In the event of any dispute between the Payor and the Payee regarding the determination of the Royalty payable in respect of production from the Project or commingled Minerals from other properties, the parties will met to resolve such dispute. If the parties are not able to resolve such dispute within 30 days either party hereto may submit the matter to arbitration under the Commercial Arbitration Act , R.S.B.C. 1996, c. 55, or any legislation in substitution therefor.

14.

It shall be a condition precedent to the right of any party to submit any matter to arbitration pursuant to the provisions hereof, that any party intending to refer any matter to arbitration shall have given not less than 10 days’ prior written notice of its intention to do so to the other party together with particulars of the matter in dispute. On the expiration of such 10 days, the party who gave such notice may proceed to refer the dispute to arbitration as provided herein.

15.

The party or parties desiring arbitration shall nominate one arbitrator and shall notify the other parties of such nomination. Such notice shall set forth a brief description of the matter submitted for arbitration and, if appropriate, the clause of the Agreement under which such matter is so submitted. The other parties shall within 15 “ Business Days ”, being any day other than a Saturday or Sunday or a day that is a statutory or bank holiday under the laws of the Province of British Columbia, after receiving such notice nominate an arbitrator, and the two arbitrators shall select a chairman of the arbitral tribunal to act jointly with them. If the arbitrators are unable to agree in the selection of a chairman, the chairman shall be designated by the President of the Arbitrators’ Institute of Canada. The arbitration shall take place in Vancouver, British Columbia, and the time and place so determined shall also be fixed by the chairman for the purpose of hearing such evidence and representations as the parties may present. The arbitrators and the chairman shall, after hearing any evidence and representations that the parties may submit, make their decision and reduce the

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Exploration Agreement

same in writing and deliver one copy thereof to each of the parties. The majority of the chairman and arbitrators may determine any matters of procedure for the arbitration not specified herein. If the parties receiving the notice of the nomination of an arbitrator by the parties desiring arbitration fail within the said 15 Business Days to nominate an arbitrator, then the arbitrator nominated by the party or parties desiring arbitration may proceed alone to determine the dispute in such manner and at such time as he shall think fit and his decision, subject to the provisions hereof, shall be binding upon the parties. Notwithstanding the foregoing, any arbitration may be carried out by a single arbitrator if the parties so agree, in which event the provisions of this Section shall apply, mutatis mutandis. The cost of the arbitration shall be borne by the parties as may be specified in such determination. Submission to arbitration under the provisions of this Section shall be a condition precedent of the bringing of any action with respect to this Royalty Agreement.

16.	The parties agree that the award of a majority of the arbitrators, or in the case of a single arbitrator, of such arbitrator, shall be final and binding upon each of them.

Dated this ____ of _____________, __.

By its Authorized Signatory:

Name:

Title: President

By its Authorized Signatory:

Name:

Title: President

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Exploration Agreement

ANNEXURE 1 TO NET SMELTER RETURNS ROYALTY AGREEMENT

[NTD: detail the Project tenure]

Page 1

Exhibit 10.10

ADENDAAL CONTRACT SCANNING WITH OPTION OF

EXPLOITATION OF THE MINING AREA THE JOSEFINA

Among mining promotion of SANTA CRUZ company of the State with home in Alberdi N °643 of the city of Rio Gallegos, province of Santa Cross, represented in this Act by its Vice President Licenciado Jorge Raul Valvano, national document of identity no. 8.557. 770 on the one hand, in later FOMICRUZ S.E. and another company CERRO CAZADOR S.A. Ia, with special passage Feruglio registered N °157of the city of Rio Gallegos, Province of Santa Cruz, represented at this event by its President Danilo Patricio SILVA, national document of identity no.14.924.939,hereinafter CCSA the JOINT PARTIES .

WHEREAS:

(A) dated 24 in July from 2007 THE PARTIES entered into the agreement of exploration with option of operation of the Area Minera La Josefina(the “Contract”), by which CCSA adquired the right to explore the mining properties that comprise the project La Josefina in the Deseado de Ia province of Santa Cruz Department.

(B) that as arises from the article two of the contract and its annexes, the program originally scheduled exploration established a by CCSA of Dolares Americans six minimum investment Million (USD 6,000,000)and a term of four (4) years, completed the 30 June of 2011.

(C) dated 20 April of 2011 CCSA 8.m a note requesting be granted an expansion of the project La Josefina exploration period.

(D) That until the day of Ia date CCSA! cam invested in Ia exploration of the Proyecto La Josefina Ia sum estimated D61ares Americans nine Million (USD 9,000,000)and has Ia firm intention to continue with the plan of investment in benefits from the area in question.

(E) dated 9 May 2011, through resolution Nor 115/2011 FOMICRUZ H.E. proceeded to accept the request for extension of the period of Exploration for the project La Josefina in four (4) years or 500.000 ounces gold equivalent, whichever comes first.

(F) that CCSA has proved plenty good faith and willingness in IA originally established investment terms, overcoming same Ia in, approximately, a fifty percent (50%) exceeding asf, widely, IAi.: inversion minima planned. As a result in attention to the above and to allow CCSA allocate higher mountains to Ia investment committed, FOMICRUZ H.E. not require compliance additional any.

(G) which the parties are in very advanced talks parIA firm of a new contract in connection to the La Valencia project in the Department Desire of the province of Santa Cruz, which adjoins the project the Josefina.

(H) that due to Ia existing synergy between the project La Josefina and the Proyecto La Valenciana, the parties understand that beneficial resultarfa work for Ia bonding and possible exploitation joint sayings projects. As a result of such circumstances and foregoing, becomes need to modify you the terms relevant contract.

Therefore, taking into consideration the above, the parties have agreed as follows:

PRIMARY: Amend the second article of the contract which shall be drawn up following IA a way:" "Second: term: the initial term of the exploration period is four (4) years complies with three subperiOdos the first two a year each and the third sub-period two (2) years of life. After the initial term, CCSA will have

right to continue with Ia scan for an additional term of four (4) years or up to get bookings by five hundred thousand (500,000) ounces of gold equivalent, IA which occurs first. The latter period includes the time need for Ia execution of pre-feasibility and feasibility work economic project. Without prejudice to the foregoing, the parties agree that if passed the additional square of four (4) years has not had obtained reservations par five hundred thousand (500,000) ounces of gold equivalent, CCSA will have the right to continue, prior accreditation of the birthdayiment of Ia committed to Ia investment date, IA by scanning a second square additional four(4) years. CCSA will have right to exercise Ia option par Ia exploitation by the term of 40 years in the conditions laid down in the this Convention, once accomplished Ia stage of exploration, in terms and conditions of the specifications of the public contest 05/06 ".

Second: Modify the third article of the contract which will be drawn up following IA a way: " " 3rd: CCSA undertakes to carry out the development of the program of mining in accordance with Ia offer, its improvement presented to the contest 05/06, which, as annex I, is an integral part of the present and new Ia proposed economic as annex IV part Member of the present, at the time that the same details for each subperfodo and additional periods, for an amount of US $ 12.000.000, with Ia possibility of increasing this amount in $ 6,000.000 extra in case continue with Ia par scan a second additional square more 30 aliyah of 2015 Junia.-Any changes to CCSA, during the development of IA investment, consider, and based, it must be said program exploration, must be submitted to FOMICRUZ H.E. without that alleged any such modification can reduce the amount of the committed investments. Yes FOMICRUZ S.E. nose issued in the period of date 60 days running from Ia IA Ia full presentation mo ~ tionraised in consultation by CCSA, shall be deemed as having no.

Notwithstanding above Ia, Ia excess investment from CCSA in accordance with the timetable referred, during any sub-period

and/or additional period, will be considered as an advance of Ia investment committed to the following sub-period or extra period. "."

Third: Amend the fourth article of the contract which shall be drawn up following IA a way: "Room: "FOMICRUZ H.E. grants to CCSA the right opt-Ia operation of the area "La Josefina" and for her have completed the investment plan and completed Phase Ia of exploration-presented the Final feasibility plan, which will be considered for its approval by FOMICRUZ H.E. in a maximum of up to ninety square (90) days from its presentation, CCSA will a square up to forty and five(45) days from Ia notification FOMICRUZ H.E. made him, for Tamar Ia operation, and tamar option this option within the sixties (60) days following signing the contract of usufruct and will constitute Ia Hyde society in the course of the article 17 of this agreement. From Ia signing the contract of usufruct began to count the squares for the compliance with CCSA the following obligations:

(a) within a given square may not exceed nine (9) months of completed the timetable accepted exploration, prior communication reliable FOMICRUZ s.E. Ia for IAS preparation operation of the Site, and in a place that may not exceed eighteen (18) months, to starting from Ia same date, start Ia construction ofthefacilities of benefits einfrastructurerequired.

(b) inside of a square that will count from the established expiration in the previous paragraph, which may not exceed eighteen (18) months of Ia start operation and benefits of the minerals.

(c) processes all of benefits, including needed for·on, they will be developed in the territory of the province of Santa Cruz. For ~-=:::~ 1Ia compliance stage of refinaci6n, gold and silver 90and nine point nine per cent(99.9%)offeror law may establisha Plaza, dace (12) months to the square established in the preceding paragraph, additional Once the feasibility study to establish Ia offers the same.

d) FOMICRUZ h.e. pay a percentage participation in refined metal in the place that will refine or cash on account current of Ia Ia lnstituci6n Bankand;in the place indicated by FOMICRUZ S.E. on the produced according to the provisions of article 21or( subparagraph (B)) on the list of Bases and Conditions of the competition public 05/06 and Ia offer. Within the obligations assumed by CCSA hereby article, the parties are expressly rinse Assembly of a refinerito will only be mandatory for CCSA if feasibility study Ia offers of in IA.

FOMICRUZ H.E. may choose to participate in future Ia S.A. to constitute between the parties, up to a maximum of 49% of capital and must contribute to so the equivalents in that percentage of investments, according to the recorded mantle in the third article of the present, of According to Ia next metodologfa: the initial participation of FOMICRUZ S.E. in Ia future S.A., to form and in the same Ia economic profits will be of the 19% (nineteen percent).-Once Ia Final feasibility, andcarried out Ia Explotaci6111 by CCSA, FOMICRUZ H.E. option You can exercise only once an option of purchase of up to 49 % (forty-nine percent) of participation in Ia future S.A. to become, ( according to the following scheme: to) to acquire 10% (diez percent) actionsandbecoming so a holder of 29% (twenty percent) of the FOMICRUZ S actions.E. Hill Hunter S.A. shall reimburse a sum equal to 10% (ten per cent) of documented investmentsand executed during the period of complementary exploration; b( ) to purchase a share of the additional 10% (ten per cent) in Ia future S.A. passing own a 29% (29 per cent) to a share of 39%(30 ) and( nine percent), FOMICRUZ S.E. shall reimburse Hill Hunter S.A. a s ma equal to 20% (twenty per cent) of the investment andexecuted during the period of exploration Complementary; c) in order to acquire an additional share of 10% (ten per cent( ) in future S Ia.A. , from own a share of 39% (thirtyand( nine per cent) to a participation of 49% (forty and nine by ) ( cent), FOMICRUZ S.E. Hill Hunter S.A. shall reimburse a

sum equal to 25% (twenty five percent) of documented investments and executed during the period of complementary exploration.-without prejudice to of the foregoing, the parties agree that if FOMICRUZ H.E. decided increase your initial corporate participation, CCSA will have the right with FOMICRUZ H.E. Agreement, to repurchase such increase to D61ares reason Two hundred thousand Americans (200,000.00 USD) for every percentage point It repurchased until FOMICRUZ H.E. returns to its participation corporate initial 19%(nineteen per cent). FOMICRUZ H.E. If decide not to increase their corporate participation as stipulated above or, habiendolaincreasedCCSA is Ia recomprara, CCSA Ia will have option of acquiring a 10%(ten per cent) IA participation initial of FOMICRUZ H.E. Dante, in such a case, agree with FOMICRUZ S.E. the amount to be paid .

Fourth: The parties agree that any clause of the contract or annex to the same will be, from now on more, interpreted in accordance with the modifications agreed by the first terms, Second and A third above.

Fifth: The parties agree that, without prejudice to the provisions of IAS clause fourth which above all article of the contract which has not been expressly modified by Ia this addendum, is fully, andhaseffect between the parties.

In proof of compliance, are signed two copies of a same tenor and a single effect tothe ~day of the month det\cw ' mei' 2012. "

I FOMICRUZ S.E.

icenciado JorgeR. Valvano

VICE PRESIDENT

Mr. Danilo Patricio Silva

PRES I GIVE YOU

00644813

I certify that the firms they foregoing embedded in a addendum to the contract of Exploration with option of operation of the "La Josefina" mining Area belong to JORGE RAUL VALVANO, National identity document number 8.577.770 and DANILO PATRICIO SILVA, National identity document number 14.924.939, of age who individualize pursuant to the terms of the subsection" "C" "of the Article 1002 of the Civil Code, I attest, well as the first of those named as participates in name and representaci6n as the Vice President of the company that tour under Ia denominaci6n de" "Promoting mining in SANTA CRUZ SOCJEDAD Of theState" "(FO.MI.Cross S.E.), with legal in this city of Rio address Gallegos, personality credited with: ( to) social status segt1n script date 5 of January 1990 authorized by Ia of this province government clerk dofi.a Maria Angelica Mean.a Bunge to the number 01 and fojas 02 official protocol that then in charge, registered in the public registry of Commerce dependent on Court Provincial Court of first instance in Civil, Commercial, Labour and mining number one with seat in this city under the number 1588, Folio 6024/6041, Lathe L on January 24 of 1990; (b) modification of statute Social segitn script dated 15 May 1990 authorized by cited more Government Meana Bunge clerk to the number 33 and perforated sheets 111 the Protocol of this year of the official record at the time in charge, registered with the mentioned registry to the number 1617, Folio 6211/6214, Lathe L may 30th of 1990; ( c) modification of statute Social segitn script on May 17, 1991 authorized pair cited more Government Mean.a Bunge's clerk to 30 nt1rnero and perforated sheets 84 Protocol this year of the official record at the time in charge, registered with related registration number 1764, Folio 6988/6994, Lathe Lll on 16 March of 1992; ( d) modification of statute Social segitn script on August 30, 1993 authorized Ia clerk Government greater Lerida Mancilla par to the number 126 and

perforated sheets 499 this year of the registration ProtocolOfficialthen in charge, registered before the rnencionadoRegistrationto the nllinero 2005 Folio 8353/8356, Lathe LIII e1 22 of 1993 Noviernbre; ( e) decrees of the Executive Provincial ntunero I 01 of 22 of December 2011 where it is appointed as a member of the directory of Ia Member Company· ( f) with Ia resolution number 032 April 12, 2012 of the legislative·of the province of Santa Cruz, where pay agreement for its designation; (g) with the minutes of Directory number 317 Junia 20 12 of the Aetas pound 25 ofDirectorynumber three are distributed where charges and appointed as Vice President of Ia is Company.- And Mr Danilo Patricio Silva concurs in name and Ia representaci6n Society that turns cornercialmente under the denominaci6n of "Hunter Hill "" S.A.", - with address in the city Aut6noma of Buenos Aires, status credits: ( to) with Ia writing of society Constitution of February 13, 2006, authorized by the Clerk of Ia city of Buenos Aires don Felipe Manuel Yofre, Folio 262 of the year the record protocol number 2084 in charge, registered before inspection General of Justice of Buenos Aires under the number 4879 pound 31 lathe of societies for actions on March 30, 2006; and ( b) with the power of General seglll1 writing 26 of November 2007, authorized by the clerk of the city of Buenos Aires don Felipe Manuel Yofre, under the 800 number and Folio 2965 Protocol this year corresponding to the Rcgistro number 2084 in charge; instruments that with enough powers had in view to their efcctos, I give fc; andtheir signatures have been put in my having extended the presence the Record number 392 Libra requirement for Certification of authenticity of signatures and digital lrnpresiones number 33 corresponding to the registration number 46 ami charge, I attest.- Rio Gallegos 15 November

IN SPANISH

ADENDAAL CONTRATO DE EXPLORACION CON OPCION DE

EXPLOTACION DEL AREA MINERA LA JOSEFINA

Entre FOMENTO MINERO DE SANTA CRUZ SOCIEDAD DEL ESTADO con domicilio en Alberdi N° 643 de Ia Ciudad de Rio Gallegos, Provincia de Santa Cruz, representada en este acto por su Vicepresidente Licenciado Jorge Raul Valvano, Documento Nacional de ldentidad N° 8.557. 770 por una parte, en adelante FOMICRUZ S.E. y por Ia otra Ia empresa CERRO CAZADOR S.A., con domicilio especial en Pasaje Feruglio N° 157 de Ia Ciudad de Rio Gallegos, Provincia de Santa Cruz, representada en este acto por su Presidente Danilo Patricio SILVA, Documento Nacional de ldentidad N° 14.924.939, en adelante CCSA yen conjunto LAS PARTES.

CONSIDERANDO:

A) Que con fecha 24 de Julio de 2007 LAS PARTES celebraron el Contrato de Exploraci6n con Opci6n de Explotaci6n del Area Minera La Josefina (el "Contrato"), mediante el cual CCSA adquiri6 el derecho de explorar las propiedades mineras que comprenden el Proyecto La Josefina en el departamento Deseado de Ia Provincia de Santa Cruz.

B) Que conforme surge del articulo SEGUNDO del Contrato y de sus anexos, el programa de exploraci6n originalmente pautado establecia una inversion minima por parte de CCSA de D61ares Estadounidenses Seis Millones (USD 6.000.000) y un plazo de cuatro (4) alios, finalizado el 30 de

Junio de 2011.

C) Que con fecha 20 de Abril de 2011 CCSA present6 una nota solicitando se conceda un ampliaci6n del plazo de exploraci6n del Proyecto La Josefina.

D) Que hasta el dia de Ia fecha CCSA !leva invertidos en Ia exploraci6n del Proyecto La Josefina Ia suma aproximada de D61ares Estadounidenses Nueve Millones (USD 9.000.000) y tiene Ia firme intenci6n de seguir con el plan de inversiones en beneficia del area en cuesti6n.

E) Que con fecha 9 de Mayo de 2011, mediante Resoluci6n No 115/2011 FOMICRUZ S.E. procedio a aceptar el pedido de ampliacion del Plazo de Exploracion para el Proyecto La Josefina en cuatro (4) afios o 500.000 Onzas de oro equivalente, lo que ocurra primero.

F) Que CCSA ha demostrado sobrada buena fe y voluntad en lo que a Ia inversion originalmente establecida respecta, superando Ia misma en, aproximadamente, un cincuenta por ciento (50%) excediendo asf, ampliamente, Ia inversion minima prevista. Consecuentemente en atencion a lo antedicho y para permitir a CCSA destinar mayores montes a Ia inversion comprometida, FOMICRUZ S.E. no requerira garantia de cumplimiento adicional alguna.

G) Que LAS PARTES estan en tratativas muy avanzadas para Ia firma de un nuevo contrato en relaci6n al Proyecto La Valenciana en el Departamento Deseado de Ia Provincia de Santa Cruz, el cual linda con el Proyecto La Josefina.

H) Que debido a Ia sinergia existente entre el Proyecto La Josefina y el Proyecto La Valenciana, LAS PARTES entienden que resultarfa beneficioso trabajar en pos de Ia vinculacion y posible explotacion conjunta de dichos proyectos. Como consecuencia de tal circunstancia y de lo antedicho, deviene necesario modificar las clausulas pertinentes del Contrato.

POR LO TANTO, tomando en consideraci6n lo antedicho, LAS PARTES acuerdan lo siguiente:

PRIMERA: Modificar el articulo SEGUNDO del Contrato el cual quedara redactado de Ia siguiente manera: "SEGUNDO: PLAZO: El plazo inicial del periodo de exploraci6n es de cuatro (4) afios se conforma con tres subperiodos los dos primeros de un afio cada uno de ellos y el tercer sub-periodo de dos (2) afios de duraci6n. Transcurrido el plazo inicial, CCSA tendra

derecho a continuar con Ia exploracion por un plazo adicional de cuatro (4) anos o hasta obtener reservas por quinientas mil (500.000) onzas de oro equivalente, Ia que ocurra primero. Este ultimo perfodo contempla el tiempo necesario para Ia ejecucion de los trabajos de Pre-factibilidad y Factibilidad economica del Proyecto. Sin perjuicio de lo antedicho, LAS PARTES acuerdan que si transcurrido el plaza adicional de cuatro (4) anos no se hubiesen obtenido reservas par quinientas mil (500.000) onzas de oro equivalente, CCSA tendra derecho a continuar, previa acreditacion del cumplimiento de Ia inversion comprometida a Ia fecha, con Ia exploracion par un segundo plaza adicional de cuatro (4) anos. CCSA tendra derecho a ejercer Ia opcion par Ia explotacion por el termino de 40 anos en las condiciones previstas en el presente Convenio, una vez cumplida Ia etapa de exploracion, en los terminus y condiciones del Pliego del Concurso Publico 05/06".

SEGUNDA: Modificar el articulo TERCERO del Contrato el cual quedara redactado de Ia siguiente manera: "TERCERO: CCSA se obliga a efectuar el desarrollo del programa de exploracion minera conforme a Ia oferta, su mejora presentada al Concurso 05/06 el que como Anexo I forma parte integrante del presente y Ia nueva propuesta economica que como Anexo IV forma parte integrante del presente, en el tiempo que el mismo detalla para cada subperfodo y periodos adicionales, por un monto de US$ 12.000.000, con Ia posibilidad de incrementar dicho monto en US$ 6.000.000 adicionales en caso de continuar con Ia exploracion par un segundo plaza adicional mas alia del 30 de Junia de 2015.- Cualquier modificacion que CCSA, durante el desarrollo de Ia inversion, considere y fundamente, que se debe efectuar a dicho programa de Exploracion, debera ser sometido a consideracion de FOMICRUZ S.E. sin que en ningun supuesto dicha modificacion pueda disminuir el monto de las inversiones comprometidas. Si FOMICRUZ S.E. nose expidiera en el plazo de 60 dias corridos desde Ia fecha de Ia presentacion completa de Ia mo~cion elevada en consulta por CCSA, se considerara que no tiene.

Sin perjuicio de Ia antedicho, cualquier exceso de Ia inversion por parte de CCSA de conformidad al cronograma referido, durante cualquier sub-perfodo

y/o perfodo adicional, sera considerado como adelanto de Ia inversion comprometida para el siguiente sub-perfodo y/o perfodo adicional.-".

TERCERA: Modificar el articulo CUARTO del Contrato el cual quedara redactado de Ia siguiente manera: "CUARTO: FOMICRUZ S.E. otorga a CCSA el derecho de optar por Ia explotaci6n del area "La Josefina" debiendo para ella haber cumplimentado el plan de inversiones y cumplido Ia etapa de exploraci6n.- Presentado el plan de Factibilidad Final, el que sera considerado para su aprobaci6n por FOMICRUZ S.E. en un plaza maximo de hasta noventa(90) dfas desde su presentaci6n, CCSA tendra un plaza de hasta cuarenta y cinco (45) dfas desde Ia notificaci6n que FOMICRUZ S.E. le efectuare, para tamar Ia opci6n de explotaci6n, y de tamar dicha opci6n dentro de los sesenta (60) dfas siguientes se firmara el Contrato de Usufructo y se constituira Ia Sociedad An6nima en el supuesto del Art. 17 de este Contrato. A partir de Ia firma del Contrato de Usufructo comenzaran a contarse los plazas para el cumplimiento CCSA de las siguientes obligaciones:

a) Dentro de un Plaza determinado que no podra exceder de nueve (9) meses de concluido el cronograma aceptado de exploraci6n, previa comunicaci6n fehaciente a FOMICRUZ S.E. Ia preparaci6n para Ia explotaci6n del Yacimiento, y en un plaza que no podra exceder de dieciocho (18) meses, a partir de Ia misma fecha, inicie Ia construcci6n de las instalaciones de beneficia e infraestructura necesaria.

b) Dentro de un plaza que se computara a partir del vencimiento establecido en el inciso anterior, el que no podra exceder de dieciocho (18) meses de comienzo a Ia explotaci6n y beneficia de los minerales.

c) La totalidad de los procesos de beneficia, incluidos los necesarios de·on, se desarrollaran en el territorio de Ia Provincia de Santa Cruz. Para ~-=:::~ 1 cumplimiento de Ia etapa de refinaci6n, es decir de oro y plata noventa y nueve coma nueve por ciento (99,9%) de ley podra el Oferente establecer un plaza, adicional de dace (12) meses al plaza establecido en el inciso anterior, toda vez que el estudio de factibilidad establezca Ia economicidad del mismo.

d) Abonar a FOMICRUZ S.E. una participaci6n porcentual en metal refinado en el Iugar que se refine o en efectivo en Ia Cuenta Corriente de Ia lnstituci6n Bancaria y; en el Iugar que FOMICRUZ S.E. indique, sobre el producido conforme lo establecido en el ARTICULO 21 o inciso B) del pliego de Bases y Condiciones del Concurso Publico 05/06 y Ia oferta.-

Dentro de las obligaciones que CCSA asume por el presente articulo, las partes dejan expresamente aclarado que el montaje de una refineria solo sera obligatorio para CCSA si del Estudio de Factibilidad surge Ia economicidad de Ia misma.-

FOMICRUZ S.E. podra optar por participar en Ia futura S.A. a constituirse entre las partes, en hasta un maximo del 49 % del capital social debiendo aportar a tal efecto el equivalents en dicho porcentaje de las inversiones realizadas, segun el manto consignado en el articulo TERCERO del presente, de conformidad a Ia siguiente metodologfa: La participaci6n inicial de FOMICRUZ S.E. en Ia futura S.A., a constituirse y en las utilidades econ6micas de Ia misma sera del 19 % (diecinueve por ciento).- Una vez finalizada Ia Factibilidad Final, y efectuada Ia opci6n de Explotaci6111 por parte de CCSA, FOMICRUZ S.E. podra ejercer por unica vez una opci6n de adquisici6n de hasta el 49 % (cuarenta y nueve por ciento) de participaci6n en Ia futura S.A. a constituirse, de conformidad al siguiente esquema: a) para adquirir el 10% (diez por ciento) de las acciones y pasar asi a ser titular del 29% (veintinueve por ciento) de las acciones FOMICRUZ S.E. debera reembolsar a CERRO CAZADOR S.A. una suma igual al 10% (diez por ciento) de las inversiones documentadas y ejecutadas durante el Periodo de Exploraci6n Complementaria; b) para adquirir una participaci6n adicional del 10% (diez por ciento) en Ia futura S.A. pasando de poseer un 29% (veintinueve por ciento) a una participaci6n del 39% (treinta y nueve por ciento), FOMICRUZ S.E. debera reembolsar a CERRO CAZADOR S.A. una s ma igual al 20% (veinte por ciento) de las inversions y ejecutadas durante el Perfodo de Exploraci6n Complementaria; c) a fin de adquirir una participaci6n adicional del 10% (diez por ciento) en Ia futura S.A. , pasando de poseer una participaci6n del 39% (treinta y nueve por ciento) a una participaci6n del 49% (cuarenta y nueve por ciento), FOMICRUZ S.E. debera reembolsar a CERRO CAZADOR S.A. una

suma igual al 25% (veinticinco por ciento) de las inversiones documentadas y ejecutadas durante el periodo de Exploraci6n Complementaria.- Sin perjuicio de lo antedicho, las PARTES acuerdan que si FOMICRUZ S.E. decidiera incrementar su participaci6n societaria inicial, CCSA tendra el derecho con acuerdo de FOMICRUZ S.E., a recomprar tal incremento a raz6n de D61ares Estadounidenses doscientos mil (USD 200.000,00) por cada punto porcentual que fuera recomprado hasta que FOMICRUZ S.E. retorne a su participaci6n societaria inicial del 19% (diecinueve por ciento). En caso que FOMICRUZ S.E. decida no incrementar su participaci6n societaria conforme lo estipulado precedentemente o que, habiendola incrementado CCSA se Ia recomprara, CCSA tendra Ia opci6n de adquirir un 10% (diez por ciento) de Ia participaci6n inicial de FOMICRUZ S.E. debiendo, en tal caso, acordar con FOMICRUZ S.E. el monto a abonar .-

CUARTA: LAS PARTES acuerdan que cualquier clausula del Contrato o anexo al mismo sera, de ahora en mas, interpretada de conformidad con las modificaciones acordadas a traves de las clausulas PRIMERA, SEGUNDA y TERCERA que anteceden.

QUINTA: LAS PARTES acuerdan que, sin perjuicio de lo establecido en Ia clausula CUARTA que antecede, todo articulo del Contrato que no haya sido expresamente modificado por Ia presente adenda, se encuentra plenamente vigente, y tiene efecto entre LAS PARTES.

En prueba de conformidad, se firman dos ejemplares de un mismo tenor y a un solo efecto a los~ dias del mes det\cw"mei'de 2012.

FOMICRUZ S.E.

icenciado Jorge R. Valvano

VICEPRESIDENTE

Licenciado Danilo Patricio Silva

PRES I DENTE

00644813

CERTIFICO que las firmas que anteceden insertas en una Adenda al Contrato de Exploraci6n con Opci6n de Explotaci6n del Area Minera "La Josefina" pertenecen a JORGE RAUL VALVANO, Documento Nacional de Identidad numero 8.577.770 y DANILO PATRICIO SILVA, Documento Nacional de Identidad numero 14.924.939, mayores de edad a quienes individualize conforme a los terminos del inciso "C" del articulo 1002 del C6digo Civil, doy fe, asi tambien como que el primero de los nombrados concurre en nombre y representaci6n en su caracter de Vicepresidente de la Sociedad que gira bajo Ia denominaci6n de "FOMENTO MINERO DE SANTA CRUZ SOCJEDAD DEL ESTADO" (FO.MI.CRUZ S.E.), con dornicilio legal en esta Ciudad de Rio Gallegos, personeria que acredita con: a) Estatuto social segt1n escritura de fecha 5 de Enero de 1990 autorizada por Ia escribana Mayor de Gobiemo de esta Provincia dofi.a Maria Angelica Mean.a Bunge al numero 01 y a fojas 02 del Protocolo Oficial en ese entonces a su cargo, inscripta en el Registro Publico de Comercio dependiente del Juzgado Provincial de Primera Instancia en lo Civil, Comercial, Laboral y de Mineria numero uno con asiento en esta Ciudad bajo el numero 1588, Folio 6024/6041, Torno L el 24 de Enero de 1990; b) Modificaci6n de Estatuto Social segitn escritura de fecha 15 de Mayo de 1990 autorizada por la citada escribana Mayor de Gobiemo Meana Bunge al numero 33 y a fojas 111 del Protocolo de dicho afio del Registro Oficial en ese entonces a su cargo, inscripta ante el mencionado Registro al numero 1617, Folio 6211/6214, Torno L el30 de Mayo de 1990; c) Modificaci6n de Estatuto Social segitn escritura del 17 de Mayo de 1991 autorizada par la citada escribana Mayor de Gobierno Mean.a Bunge al nt1rnero 30 y a fojas 84 del Protocolo de dicho afio del Registro Oficial en ese entonces a su cargo, inscripta ante el relacionado Registro al nurnero 1764, Folio 6988/6994, Torno Lll el 16 de Marzo de 1992; d) Modificaci6n de Estatuto Social segitn escritura del 30 de Agosto de 1993 autorizada par Ia escribana Mayor de Gobiemo Lerida Mancilla al numero 126 y a fojas

499 del Protocolo de dicho aiio del Registro Oficial en ese entonces a su cargo, inscripta ante el rnencionado Registro al nllinero 2005 Folio 8353/8356, Torno LIII e1 22 de Noviernbre de 1993; e) Decreta del Poder Ejecutivo Provincial ntunero I 01 del 22 de Diciernbre de 2011 donde se lo designa como rniembro integrante del Directorio de Ia Empresa· f) Con Ia Resoluci6n mimero 032 del 12 de Abril de 2012 del Poder Legislativo de la Provincia de Santa Cruz donde presta Acuerdo para su designaci6n; g) Con el Acta de Directorio numero 317 del 25 de Junia de 20 12 del Libra de Aetas de Directorio nfunero tres donde se distribuyen los cargos y queda designado como Vicepresidente de Ia Empresa.- Y el senor Danilo Patricio Silva concurre en nornbre y representaci6n de Ia Sociedad que gira cornercialmente bajo La denominaci6n de "CERRO CAZADOR S.A.", - con dornicilio en La Ciudad Aut6noma de Buenos Aires, personeria que acredita: a) Con Ia escritura de Constituci6n de Sociedad del 13 de Febrero de 2006, autorizada por el Escribano de Ia Ciudad de Buenos Aires don Felipe Manuel Yofre, a fojas 262 del Protocolo de dicho afio del Registro nUmero 2084 a su cargo, inscripta ante Inspecci6n General de Justicia de Buenos Aires bajo el nurnero 4879 del Libra 31 Torno de Sociedades por Acciones el 30 de Marzo de 2006; y b) Con el Poder General seglll1 escritura del 26 de Noviembre de 2007, autorizado por el escribano de la Ciudad de Buenos Aires don Felipe Manuel Yofre, bajo el numero 800 y a fojas 2965 del Protocolo de dicho afio correspondiente al Rcgistro numero 2084 a su cargo; instrumentos que con suficientes facultades tuve a la vista a sus efcctos, doy fc; y sus firmas han sido puestas en mi presencia habiendose extendido el Acta numero 392 del Libra de Requerimiento para Certificaciones de Autenticidad de Firmas e lrnpresiones Digitales numero 33 correspondiente al Registro numero 46 ami cargo, doy fe .- Rio Gallegos 15 de Noviembre

F 00116130

EL COL EGIO DE ESCRIBANOS DE LA PROVINCIA DE SANTA CRUZ,

Republica Argentina en vrrtud de las facultades que le confiereh las

Leyes vigentes, LEGALIZA la firma y el sello del escribano don

GLADIS BUSTOS.------------------------

obrantes en el documento anexo, presentado en el dfa de la fecha

bajo el No 00644813 serie B. La presente legalizacr6n no

7 JUZga sobre el contenido y forma del documento.

Exhibit 23.2

THE LAW OFFICE OF

CONRAD C. LYSIAK, P.S.

601 West First Avenue, Suite 903

Spokane, Washington 99201

(509) 624-1475

FAX: (509) 747-1770

EMAIL: cclysiak@lysiaklaw.com

CONSENT

I HEREBY CONSENT to the inclusion of my name in connection with the Form F-1/A-3 Registration Statement filed with the Securities and Exchange Commission as attorney for the registrant, Hunt Mining Corp.

DATED this 28 th day of March, 2014.

	Yours truly,

	The Law Office of Conrad C. Lysiak, P.S.


	BY:	CONRAD C. LYSIAK
		Conrad C. Lysiak